State of Tennessee Participating Addendum
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Participating Addendum Number 81352 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES between
STATE OF TENNESSEE and
HP Inc. This Participating Addendum is entered into by STATE OF TENNESSEE (“Participating Entity”) and the following
Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint
Master Agreement Number 23011, executed by Contractor and the State of Minnesota for Computer Equipment,
Peripherals & Related Services (“Master Agreement”):
HP Inc. (“Contractor”)
1501 Page Mill Road
Palo Alto, CA 94304
I. PARTICIPATING ADDENDUM CONTACTS.
Contractor’s contact for this Participating
Addendum is:
Debra Lee
Director, Contract Sales Management
10300 Energy Drive
Spring, TX 77389
debra.lee@hp.com
847.537.0344
Participating Entity’s contact for this Participating
Addendum is:
Zohreh Hurd
Category Specialist – Technology
Zohreh.hurd@tn.gov
615-741-2026
II. TERM. The term, renewal, and extension provisions of this Participating Addendum are set forth in
Attachment A, Special Terms and Conditions, Sections 25-27. This Participating Addendum will terminate
upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated
sooner in accordance with the terms set forth herein.
III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions
of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit
organizations within the state if authorized herein and by law. Participating Entity has sole authority to
determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an
entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to
initiate outreach to the appropriate parties.
IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed
hereunder will be governed by, and construed in accordance with, Participating Entity’s laws.
V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing,
terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to
the Contractor and Participating Entity and Purchasing Entities.
a. Services. All services available through the Master Agreement may be offered and sold by
Contractor to Purchasing Entities.
b. Equipment Leasing. No leasing is allowed under this Participating Addendum
c. Equipment Trade-in Program. No trade-ins are allowed under this Participating Addendum
d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified
on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to
Participating Entity may provide Products and Services to users of this Participating Addendum.
Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors,
mailto:Zohreh.hurd@tn.gov
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 2 of 32
resellers, and other partners is in accordance with the terms and conditions set forth in the Master
Agreement and in this Participating Addendum.
Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum
unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar
days of the amendment’s effective date and is documented thereafter via written amendment hereto.
Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor
of the Participating Addendum.
VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the
Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is
subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts,
reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if
applicable.
VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE. See Special
Terms and Conditions Term #21 Statewide Contract Reports and Term #29 Administrative Fees
VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual
requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When
applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to
the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth
therein.
IX. INFORMATION TECHNOLOGY SECURITY STANDARDS.
X. ATTACHMENTS. This Participating Addendum includes the following attachments:
a. Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and
Conditions
b. Attachment B: Diversity Letter
c. Attachment C: Attestation
d. Attachment D: Statement of Work
e. Attachment E: Participating Entity Product and Service Exclusions and Clarifications
f. Attachment F: Protection of Federal Tax Information
XI. NOTICE. Any notice required herein shall be sent to the following:
For Contractor:
Debra Lee
Director, Contract Sales Management
10300 Energy Drive
Spring, TX 77389
debra.lee@hp.com
847.537.0344
For Participating Entity:
Zohreh Hurd
Category Specialist – Technology
Zohreh.hurd@tn.gov
615-741-2026
XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor
shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at
pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating
Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the
NASPO ValuePoint website.
mailto:Zohreh.hurd@tn.gov mailto:pa@naspovaluepoint.org
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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SIGNATURE
The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal
agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that
the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and
bind the Party hereto.
IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.
CONTRACTOR: PARTICIPATING ENTITY:
__________________________________________ __________________________________________
Signature Signature
__________________________________________ __________________________________________
Printed Name Printed Name
__________________________________________ __________________________________________
Title Title
___________________________________________ __________________________________________
Date Date
Fernanda Cazares
Contracts Specialist
12/13/2023
Michael F. Perry
Chief Procurement Officer
12/18/2023
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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Attachment A
State of Tennessee
(“State,” “Participating Entity,” or “Purchasing Entity”)
NASPO ValuePoint COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES 2023-2028
All references to “Contract” hereinbelow shall collectively refer to the “Master Contract”,
“Participating Addendum”, and “Supplemental Terms and Conditions”
Supplemental Terms and Conditions
Standard Terms and Conditions
1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and
all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending
upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and
Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief
Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.
2. Communications and Contacts. All instructions, notices, consents, demands, or other communications
required or contemplated by this Contract shall be in writing and shall be made by certified, first class
mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking
system, or by email or facsimile transmission with recipient confirmation. All communications, regardless
of method of transmission, shall be addressed to the respective Party at the appropriate mailing address,
facsimile number, or email address as stated below or any other address provided in writing by a Party.
The State:
Zohreh S. Hurd, Category Specialist – Technology
Central Procurement Office, Department of General Services (DGS)
312 Rosa L. Parks Ave., Nashville, TN 37243
Tennessee Tower, 3rd Floor
Zohreh.hurd@tn.gov
615-741-2026
The Contractor:
Debra Lee
Director, Contract Sales Management
10300 Energy Drive
mailto:Zohreh.hurd@tn.gov
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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Spring, TX 77389
debra.lee@hp.com
847.537.0344
All instructions, notices, consents, demands, or other communications shall be considered effective upon
receipt or recipient confirmation as may be required.
3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all
Parties and approved by all applicable State officials.
4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or
federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State
reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of
its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of
the written notice, the Contractor shall cease all work associated with the Contract. If the State
terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation
for all conforming goods requested and accepted by the State and for all satisfactory and authorized
services completed as of the termination date. Should the State exercise its right to terminate this
Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any
actual, general, special, incidental, consequential, or any other damages of any description or amount.
5. Termination for Convenience. The State may terminate this Contract for convenience without cause and
for any reason. The State shall give the Contractor at least thirty (30) days written notice before the
termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and
accepted by the State or for satisfactory, authorized services completed as of the termination date. In no
event shall the State be liable to the Contractor for compensation for any goods neither requested nor
accepted by the State or for any services neither requested by the State nor satisfactorily performed by
the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for
convenience relieve the Contractor of any liability to the State for any damages or claims arising under
this Contract.
6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a
timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach
Condition”), the State shall have the right to immediately terminate the Contract and withhold payments in
excess of compensation for completed services or provided goods. Notwithstanding the above, the
Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach
Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.
7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract
for any of the goods or services provided under this Contract without the prior written approval of the
State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime
contractor and responsible for compliance with all terms and conditions of this Contract. The State
reserves the right to request additional information or impose additional terms and conditions before
approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the
Contractor’s obligations under this Contract.
8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid
directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts
in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in
connection with any work contemplated or performed under this Contract.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the
Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the
Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six
(6) months has been, an employee of the State of Tennessee.
9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be
excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the
performance of this Contract or in the employment practices of the Contractor on the grounds of handicap
or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by
federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post
in conspicuous places, available to all employees and applicants, notices of nondiscrimination.
10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of
illegal immigrants in the performance of any contract to supply goods or services to the state of
Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for
monetary and other penalties, up to and including termination of this Contract.
a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal
immigrant in the performance of this Contract and shall not knowingly utilize the services of any
subcontractor who will utilize the services of an illegal immigrant in the performance of this
Contract. The Contractor shall reaffirm this attestation, in writing, by submitting to the State a
completed and signed copy of the document at Attachment C: Attestation, semi-annually during
the Term. If the Contractor is a party to more than one contract with the State, the Contractor
may submit one attestation that applies to all contracts with the State. All Contractor attestations
shall be maintained by the Contractor and made available to State officials upon request.
b. Prior to the use of any subcontractor in the performance of this Contract, and semi-annually
thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation
that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform
work under this Contract and shall not knowingly utilize the services of any subcontractor who will
utilize the services of an illegal immigrant to perform work under this Contract. Attestations
obtained from subcontractors shall be maintained by the Contractor and made available to State
officials upon request.
c. The Contractor shall maintain records for all personnel used in the performance of this Contract.
Contractor’s records shall be subject to review and random inspection at any reasonable time
upon reasonable notice by the State.
d. The Contractor understands and agrees that failure to comply with this section will be subject to
the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective
date.
e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a
United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in
the United States is authorized; (iv) allowed by the federal Department of Homeland Security and
who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or
(v) is otherwise authorized to provide services under the Contract.
11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books,
records, and documents of the Contractor, for work performed or money received under this Contract,
shall be maintained for a period of five (5) full years from the date of the final payment and shall be
subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the
Treasury, or their duly appointed representatives. The financial statements shall be prepared in
accordance with generally accepted accounting principles.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall
be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly
appointed representatives.
13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.
14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict
performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be
construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or
condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment
signed by the Parties.
15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates
of one another. The Parties are independent contracting entities. Nothing in this Contract shall be
construed to create an employer/employee relationship or to allow either Party to exercise control or
direction over the manner or method by which the other transacts its business affairs or provides its usual
services. The employees or agents of one Party are not employees or agents of the other Party.
16. Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for
compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its
employees, including any obligation to report health insurance coverage, provide health insurance
coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The
Contractor shall indemnify the State and hold it harmless from any costs to the State arising from
Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.
17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this
Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues,
lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or
any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether
based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other
legal theory that may arise under this Contract or otherwise. Notwithstanding anything else herein, the
State’s total liability under this Contract (including without limitation any exhibits, schedules, amendments
or other attachments to the Contract) or otherwise shall under no circumstances exceed the Estimated
Liability. This limitation of liability is cumulative and not per incident.
18. Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12-3-701, the Contractor’s
liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the
Estimated Liability amount detailed in Special Terms and Conditions #2. and as may be amended,
PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual
property or any Contractor indemnity obligations for infringement for third-party intellectual property rights;
(ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii)
any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in
personal injuries or death.
19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well
as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes
of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be
injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its
employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor
further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees,
and other litigation expenses for the State to enforce the terms of this Contract.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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In the event of any suit or claim, the Parties shall give each other immediate notice and provide all
necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor
of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice
arising from the failure to give notice. This Section shall not grant the Contractor, through its attorneys,
the right to represent the State in any legal matter, as the right to represent the State is governed by
Tenn. Code Ann. § 8-6-106.
20. HIPAA Compliance. Reserved.
21. Tennessee Consolidated Retirement System. Reserved.
22. Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable
registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable
registration requirements is a material requirement of this Contract.
23. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it, its
current and future principals, its current and future subcontractors and their principals:
a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal or state department or
agency;
b. have not within a three (3) year period preceding this Contract been convicted of, or had
a civil judgment rendered against them from commission of fraud, or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state, or
local) transaction or grant under a public transaction; violation of federal or state antitrust
statutes or commission of embezzlement, theft, forgery, bribery, falsification, or
destruction of records, making false statements, or receiving stolen property;
c. are not presently indicted or otherwise criminally or civilly charged by a government entity
(federal, state, or local) with commission of any of the offenses detailed in section b. of
this certification; and
d. have not within a three (3) year period preceding this Contract had one or more public
transactions (federal, state, or local) terminated for cause or default.
The Contractor shall provide immediate written notice to the State if at any time it learns that there was an
earlier failure to disclose information or that due to changed circumstances, its principals or the principals
of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections
a-d.
24. Force Majeure. “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God,
wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond
the reasonable control of the Party except to the extent that the non-performing Party is at fault in failing
to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be
circumvented by the non-performing Party through the use of alternate sources, workaround plans or
other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this
Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its
obligations under this Contract arising from a Force Majeure Event is not a default under this Contract or
grounds for termination. The non-performing Party will be excused from performing those obligations
directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues,
provided that the Party continues to use diligent, good faith efforts to resume performance without delay.
The occurrence of a Force Majeure Event affecting Contractor’s representatives, suppliers,
subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 9 of 32
Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be
confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force
Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure
Event. If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight
(48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected
obligations until Contractor resumes performance of the affected obligations; or (b) immediately terminate
this Contract or any purchase order, in whole or in part, without further payment except for fees then due
and payable. Contractor will not increase its charges under this Contract or charge the State any fees
other than those provided for in this Contract as the result of a Force Majeure Event.
25. State and Federal Compliance. The Contractor shall comply with all State and federal laws and
regulations applicable to Contractor in the Contractor’s performance of this Contract.
26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the
State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims
Commission or the state or federal courts in Tennessee shall be the venue for all claims, disputes, or
disagreements arising under this Contract. The Contractor acknowledges and agrees that any rights,
claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be
subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 - 408.
27. Entire Agreement. This Contract is complete and contains the entire understanding between the Parties
relating to its subject matter, including all the terms and conditions of the Parties’ agreement. This
Contract supersedes any and all prior understandings, representations, negotiations, and agreements
between the Parties, whether written or oral.
28. Severability. If any terms and conditions of this Contract are held to be invalid or unenforceable as a
matter of law, the other terms and conditions of this Contract shall not be affected and shall remain in full
force and effect. The terms and conditions of this Contract are severable.
29. Headings. Section headings of this Contract are for reference purposes only and shall not be construed
as part of this Contract.
30. Incorporation of Additional Documents. Each of the following documents is included as a part of this
Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties,
responsibilities, and performance under this Contract, these items shall govern in order of precedence
below:
a. any amendment to this Contract, with the latter in time controlling over any earlier amendments;
b. this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below), which includes Attachments A-F;
c. any clarifications of or addenda to the Contractor’s proposal seeking this Contract;
31. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101, et seq., addressing contracting
with persons as defined at Tenn. Code Ann. §12-12-103(5) that engage in investment activities in Iran,
shall be a material provision of this Contract. The Contractor certifies, under penalty of perjury, that to the
best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12-12-106.
32. Insurance. Contractor shall maintain insurance coverage as specified in this Section. The State reserves
the right to amend or require additional insurance coverage, coverage amounts, and endorsements
required under this Contract. Contractor’s failure to maintain or submit evidence of insurance coverage,
as required, is a material breach of this Contract. If Contractor loses insurance coverage, fails to renew
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 10 of 32
coverage, or for any reason becomes uninsured during the Term, Contractor shall immediately notify the
State. All insurance companies providing coverage must be: (a) acceptable to the State; (b) authorized
by the Tennessee Department of Commerce and Insurance (“TDCI”); and (c) rated A- / VII or better by
A.M. Best. All coverage must be on a primary basis and noncontributory with any other insurance or self-
insurance carried by the State. Contractor agrees to name the State as an additional insured on any
insurance policy with the exception of workers’ compensation (employer liability) and professional liability
(errors and omissions) insurance. All policies must contain an endorsement for a waiver of subrogation in
favor of the State. The deductible or SIR and any premiums are the Contractor’s sole responsibility. The
Contractor agrees that the insurance requirements specified in this Section do not reduce any liability the
Contractor has assumed under this Contract including any indemnification or hold harmless requirements.
To achieve the required coverage amounts, a combination of an otherwise deficient specific policy and an
umbrella policy with an aggregate meeting or exceeding the required coverage amounts is acceptable.
For example: If the required policy limit under this Contract is for two million dollars ($2,000,000) in
coverage, acceptable coverage would include a specific policy covering one million dollars ($1,000,000)
combined with an umbrella policy for an additional one million dollars ($1,000,000). If the deficient
underlying policy is for a coverage area without aggregate limits (generally Automobile Liability and
Employers’ Liability Accident), Contractor shall provide a copy of the umbrella insurance policy
documents to ensure that no aggregate limit applies to the umbrella policy for that coverage area. In the
event that an umbrella policy is being provided to achieve any required coverage amounts, the umbrella
policy shall be accompanied by an endorsement at least as broad as the Insurance Services Office, Inc.
(also known as “ISO”) “Noncontributory—Other Insurance Condition” endorsement or shall be written on a
policy form that addresses both the primary and noncontributory basis of the umbrella policy if the State is
otherwise named as an additional insured.
Contractor shall provide the State a certificate of insurance (“COI”) evidencing the coverages and
amounts specified in this Section. The COI must be on a form approved by the TDCI (standard ACORD
form preferred). The COI must list each insurer’s National Association of Insurance Commissioners
(NAIC) number and be signed by an authorized representative of the insurer. The COI must list the State
of Tennessee – CPO Risk Manager, 312 Rosa L. Parks Ave., 3rd floor Central Procurement Office,
Nashville, TN 37243 as the certificate holder. Contractor shall provide the COI prior to the Effective Date
and again before renewal or replacement of coverage. Contractor shall provide the State evidence that
all subcontractors maintain the required insurance or that subcontractors are included under the
Contractor’s policy. At any time, the State may require Contractor to provide a valid COI. The Parties
agree that failure to provide evidence of insurance coverage as required is a material breach of this
Contract. If Contractor self-insures, then a COI will not be required to prove coverage. Instead
Contractor shall provide a certificate of self-insurance or a letter, on Contractor’s letterhead, detailing its
coverage, policy amounts, and proof of funds to reasonably cover such expenses. The Contractor
agrees to deposit with the State of Tennessee certificate of insurance necessary to satisfy the State that
the insurance provisions of this section have been complied with and to keep such insurance in effect
and the certificate therefore on deposit with the State during the entire term of this agreement. In the
event of a claim or lawsuit naming the State as a Party, the Contractor shall allow the State to inspect a
copy of the policy or policies at HP Inc.’s offices located at 1501 Page Mill Road, Palo Alto, California.
The State agrees that it shall give written notice to the Contractor as soon as practicable after the State
becomes aware of any claim asserted or made against the State, but in no event later than thirty (30)
calendar days after the State becomes aware of such claim. The failure of the State to give notice shall
only relieve the Contractor of its obligations under this Section to the extent that the Contractor can
demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 11 of 32
Contractor or its insurer, through its attorneys, the right to represent the State in any legal matter, as the
right to represent the State is governed by Tenn. Code Ann. § 8-6-106.
The insurance obligations under this Contract shall be: (1)—all the insurance coverage and policy limits
carried by the Contractor; or (2)—the minimum insurance coverage requirements and policy limits shown
in this Contract; whichever is greater. Any insurance proceeds in excess of or broader than the minimum
required coverage and minimum required policy limits, which are applicable to a given loss, shall be
available to the State. No representation is made that the minimum insurance requirements of the
Contract are sufficient to cover the obligations of the Contractor arising under this Contract. The
Contractor shall obtain and maintain, at a minimum, the following insurance coverages and policy limits.
(1) Commercial General Liability (“CGL”) Insurance 1) The Contractor shall maintain CGL, which shall be written on an ISO Form CG 00 01
occurrence form (or a substitute form providing equivalent coverage) and shall cover liability arising from property damage, premises and operations products and completed operations, bodily injury, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). The Contractor shall maintain single limits not less than one million dollars ($1,000,000)
per occurrence. If a general aggregate limit applies, either the general aggregate limit
shall apply separately to this policy or location of occurrence or the general aggregate
limit shall be twice the required occurrence limit.
(2) Workers’ Compensation and Employer Liability Insurance 1) For Contractors statutorily required to carry workers’ compensation and employer liability
insurance, the Contractor shall maintain: i. Workers’ compensation in an amount not less than one million dollars
($1,000,000) including employer liability of one million dollars ($1,000,000) per accident for bodily injury by accident, one million dollars ($1,000,000) policy limit by disease, and one million dollars ($1,000,000) per employee for bodily injury by disease.
2) If the Contractor certifies that it is exempt from the requirements of Tenn. Code Ann. §§ 50-6-101 – 103, then the Contractor shall furnish written proof of such exemption for one or more of the following reasons:
i. The Contractor employs fewer than five (5) employees; ii. The Contractor is a sole proprietor; iii. The Contractor is in the construction business or trades with no employees; iv. The Contractor is in the coal mining industry with no employees; v. The Contractor is a state or local government; or vi. The Contractor self-insures its workers’ compensation and is in compliance with
the TDCI rules and Tenn. Code Ann. § 50-6-405.
(3) Automobile Liability Insurance 1) The Contractor shall maintain automobile liability insurance which shall cover liability
arising out of any automobile (including owned, leased, hired, and non-owned automobiles).
2) The Contractor shall maintain bodily injury/property damage with a limit not less than one million dollars ($1,000,000) per occurrence or combined single limit.
d. Technology Professional Liability (Errors & Omissions)/Cyber Liability Insurance
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 12 of 32
1) The Contractor shall maintain technology professional liability (errors & omissions)/cyber liability insurance appropriate to the Contractor’s profession in an amount not less than ten million dollars ($10,000,000) per occurrence or claim and ten million dollars ($10,000,000) annual aggregate, covering all insurable acts, claims, errors, omissions, negligence,; network security and privacy risks, including but not limited to unauthorized access, failure of security, information theft, damage to destruction of or of electronic information, breach of privacy perils, wrongful disclosure and release of private information, collection, or other negligence in the handling of confidential information, and including coverage for related regulatory fines, defenses, and penalties.
2) Such coverage shall include data breach response expenses, in an amount not less than ten million dollars ($10,000,000), including but not limited to insurable consumer notification, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services.
33. Major Procurement Contract Sales and Use Tax. Pursuant to Tenn. Code Ann. § 4-39-102 and to the
extent applicable, the Contractor and the Contractor’s subcontractors shall remit sales and use taxes on
the sales of goods or services that are made by the Contractor or the Contractor’s subcontractors and
that are subject to tax.
34. Confidentiality of Records. Strict standards of confidentiality of records and information shall be
maintained in accordance with applicable state and federal law. All material and information, regardless
of form, medium or method of communication, provided to the Contractor by the State or acquired by the
Contractor on behalf of the State that is regarded as confidential under state or federal law shall be
regarded as “Confidential Information.” Nothing in this Section shall permit Contractor to disclose any
Confidential Information, regardless of whether it has been disclosed or made available to the Contractor
due to intentional or negligent actions or inactions of agents of the State or third parties. Confidential
Information shall not be disclosed except as required or permitted under state or federal law. Contractor
shall take all necessary steps to safeguard the confidentiality of such material or information in
conformance with applicable state and federal law.
The obligations set forth in this Section shall survive the termination of this Contract.
35. Boycott of Israel. The Contractor certifies that it is not currently engaged in, and covenants that it will
not, for the duration of the Contract, engage in a Boycott of Israel, as that term is defined in Tenn. Code
Ann. § 12-4-119.
36. Prohibited Contract Terms. The prohibited contract terms and conditions enumerated in Pub. Ch. 113, §
5, shall be a material provision of this Contract. The Contractor acknowledges, understands, and agrees
that the inclusion of a term or condition prohibited by Pub. Ch. 113, § 5, shall be null and void and the
Contract shall be enforceable as if the Contract did not contain such term or condition.
Special Terms and Conditions
1. Conflicting Terms and Conditions. Should any of these special terms and conditions conflict with any
other terms and conditions of this Contract, the special terms and conditions shall be subordinate to the
Contract’s other terms and conditions.
2. Estimated Liability. The total purchases of any goods or services under the Contract are not known. The
State estimates the purchases during the Term shall be SEVEN MILLION ($7,000,000) (“Estimated
Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not
guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the
terms and conditions of this Contract, the Contractor will only be paid for goods or services provided
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 13 of 32
under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified
by this Contract.
3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for
goods or services authorized by the State in a total amount as set forth in Special Terms and Conditions
#2 above and which is based on the NASPO Valuepoint reseller catalog found at:
https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-
2028/hp-inc/
www.hp.com/buy/naspovppc5
4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel
expenses, meals, or lodging.
5. Statement of Work. Professional Services shall be secured through a Statement of Work (SOW) (See
Attachment D) executed between the Contractor and the State Agency or Purchasing Entity. This SOW
constitutes an Order under this Participating Addendum NASPO COMPUTER EQUIPMENT,
PERIPHERALS & RELATED SERVICES SWC3014, (the “Contract”) and incorporates by reference the
terms and conditions, specifications, and other incorporated contract documents of the Contract. In case
of any conflict between the SOW and the Contract, the Contract shall prevail.
6. Invoice Requirements. The Contractor shall invoice the State upon shipment only after product ships or
completion of services, if applicable, , described in this Contract, provided that payment shall be due in
accordance with the Master Agreement and the TN Prompt Pay Act.
State Agency Billing Address as noted on the Purchase Order
a. Each invoice, on Contractor’s invoice format shall clearly and accurately detail all of the following
information (calculations must be extended and totaled correctly):
(1) Invoice number (assigned by the Contractor);
(2) Invoice date;
(3) Contract number (assigned by the State);
(4) Customer account name: State Agency & Division Name;
(5) Customer account number (assigned by the Contractor to the above-referenced
Customer);
(6) Contractor name;
(7) Contractor Tennessee Edison registration ID number;
(8) Contractor contact for invoice questions (name, phone, or email);
(9) Contractor remittance address;
(10) Description of delivered goods or services provided and invoiced, including identifying
information as applicable; and
(11) Total amount due for delivered goods or services provided (as stipulated in Special
Terms and Conditions #2 above).
b. The Contractor understands and agrees that an invoice under this Contract shall:
https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/hp-inc/ https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/hp-inc/ http://www.hp.com/buy/naspovppc5
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 14 of 32
(1) only include charges for goods delivered or services provided as described in this
Contract and in accordance with payment terms and conditions set forth in Special Terms
and Conditions #3;
(2) only be submitted for goods delivered or services completed and shall not include any
charge for future goods to be delivered or services to be performed;
(3) not include Contractor’s taxes which includes without limitation Contractor’s sales and
use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes;
and
(4) begin the timeframe for payment only when the State is in receipt of the invoice, and the
invoice meets the minimum requirements of this Special Terms and Conditions #6.
7. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and
payable to the Contractor under this or any contract between the Contractor and the State of Tennessee,
any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.
8. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State
has received the following, properly completed documentation.
a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for
Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and
agrees that, once this form is received by the State, payments to the Contractor, under this or any
other contract the Contractor has with the State of Tennessee, may be made by ACH; and
b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form. The
taxpayer identification number on the W-9 form must be the same as the Contractor's Federal
Employer Identification Number or Social Security Number referenced in the Contractor’s Edison
registration information.
9. State Ownership of Goods. The State shall have ownership, right, title, and interest in all goods provided
by Contractor under this Contract including full rights to use the goods and transfer title in the goods to
any third parties.
10. Intellectual Property Indemnity. The Contractor agrees to indemnify and hold harmless the State of
Tennessee as well as its officers, agents, and employees from and against any and all claims or suits
which may be brought against the State concerning or arising out of any claim of an alleged patent,
copyright, trade secret or other intellectual property infringement. In any such claim or action brought
against the State, the Contractor shall satisfy and indemnify the State for the amount of any settlement or
final judgment, and the Contractor shall be responsible for all legal or other fees or expenses incurred by
the State arising from any such claim. The State shall give the Contractor notice of any such claim or suit,
however, the failure of the State to give such notice shall only relieve Contractor of its obligations under
this Section to the extent Contractor can demonstrate actual prejudice arising from the State’s failure to
give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the
State of Tennessee in any legal matter, as provided in Tenn. Code Ann. § 8-6-106.
11. Reserved
12. Software License Warranty. Contractor grants a license to the State to use all software provided under
this Contract in the course of the State’s business and purposes.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 15 of 32
13. Software Support and Maintenance Warranty. Contractor shall provide to the State all software
upgrades, modifications, bug fixes, or other improvements in its software that it makes generally
available to its customers.
14. Extraneous Terms and Conditions. Contractor shall fill all orders submitted by the State under this
Contract. No purchase order, invoice, or other documents associated with any sales, orders, or supply of
any good or service under this Contract shall contain any terms or conditions other than as set forth in the
Contract. Any such extraneous terms and conditions shall be void, invalid and unenforceable against the
State. Any refusal by Contractor to supply any goods or services under this Contract conditioned upon
the State submitting to any extraneous terms and conditions shall be a material breach of the Contract
and constitute an act of bad faith by Contractor.
15. Other Requirements.
a. Minimum Requirements
The Contractor shall implement and maintain privacy and security controls that follow the
guidelines set forth in NIST 800-53, “Security and Privacy Controls for Federal Information
Systems and Organizations,” as amended from time to time. Contractor shall meet annually,
or as otherwise agreed, with the State to review the implementation of this Section.
(1) All applications and processing devices sold by the Contractor that are attached to the State’s enterprise technology infrastructure shall have critical security-related applications, operating systems, and/or, where the Contractor is the party responsible for security-related patches then Contractor will make these available within 90 calendar days or sooner as agreed by all affected parties. Emergency patches and updates shall be applied as soon as possible following successful validation and testing. Patch schedule: · 14 days for critical patches addressing known exploits
· 30 days for high patches addressing known exploits
· 90 days for critical patches
· 90 days high patches
workstation computing devices should have defined maintenance windows every 90
days.
Appliances should have established review and maintenance cycles for software
updates.
(2) If the Application requires middleware or database software, Contractor shall
maintain middleware and database software versions that are at all times fully
compatible with current versions of the Operating System and Application to
ensure that security vulnerabilities are not introduced.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
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16. Prohibited Advertising or Marketing. The Contractor shall not suggest or imply in advertising or marketing
materials that Contractor's goods or services are endorsed by the State. The restrictions on Contractor
advertising or marketing materials under this Section shall survive the termination of this Contract.
17. Public Accountability. If the Contractor is subject to Tenn. Code Ann. §§ 8-4-401, et seq., or if this
Contract involves the provision of services to citizens by the Contractor on behalf of the State, the
Contractor agrees to establish a system through which recipients of services may present grievances
about Contractor’s operation of the service program. The Contractor shall also display in a prominent
place, located near the passageway through which the public enters in order to receive contract-
supported services, a sign at least eleven inches (11") in height and seventeen inches (17") in width
stating the following:
NOTICE: THIS AGENCY IS A RECIPIENT OF TAXPAYER FUNDING. IF YOU OBSERVE AN AGENCY
DIRECTOR OR EMPLOYEE ENGAGING IN ANY ACTIVITY THAT YOU CONSIDER TO BE ILLEGAL,
IMPROPER, OR WASTEFUL, PLEASE CALL THE STATE COMPTROLLER’S TOLL-FREE HOTLINE:
1-800-232-5454
The sign shall be of the form prescribed by the Comptroller of the Treasury. The contracting state agency
shall request copies of the sign from the Comptroller of the Treasury and provide signs to contractors.
18. Contractor Commitment to Diversity. The Contractor shall comply with and make reasonable business
efforts to exceed the commitment to diversity represented by the Contractor’s Response to Attachment B:
Diversity Letter and resulting in this Contract.
The Contractor shall assist the State in monitoring the Contractor’s performance of this commitment by
providing, as requested, a monthly report of participation in the performance of this Contract by small
business enterprises and businesses owned by minorities, women, service-disabled veterans, and
persons with disabilities. Such reports shall be provided to the State of Tennessee Governor's Office of
Diversity Business Enterprise in the TN Diversity Software available online at:
https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810
19. Unencumbered Personnel. The Contractor shall not restrict its employees, agents, subcontractors or
principals who perform services for the State under this Contract from performing the same or similar
services for the State after the termination of this Contract, either as a State employee, an independent
contractor, or an employee, agent, subcontractor or principal of another contractor with the State.
20. Personally Identifiable Information. While performing its obligations under this Contract, Contractor may
have access to Personally Identifiable Information held by the State (“PII”). For the purposes of this
Contract, “PII” includes “Nonpublic Personal Information” as that term is defined in Title V of the Gramm-
Leach-Bliley Act of 1999 or any successor federal statute, and the rules and regulations thereunder, all as
may be amended or supplemented from time to time (“GLBA”) and personally identifiable information and
other data protected under any other applicable laws, rule or regulation of any jurisdiction relating to
disclosure or use of personal information (“Privacy Laws”). Contractor agrees it shall not do or omit to do
anything which would cause the State to be in breach of any Privacy Laws. Contractor shall, and shall
cause its employees, agents and representatives to: (i) keep PII confidential and may use and disclose
PII only as necessary to carry out those specific aspects of the purpose for which the PII was disclosed to
Contractor and in accordance with this Contract, GLBA and Privacy Laws; and (ii) implement and
maintain appropriate technical and organizational measures regarding information security to: (A) ensure
the security and confidentiality of PII; (B) protect against any threats or hazards to the security or integrity
of PII; and (C) prevent unauthorized access to or use of PII. Contractor shall immediately notify State: (1)
of any disclosure or use of any PII by Contractor or any of its employees, agents and representatives in
https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 17 of 32
breach of this Contract; and (2) of any disclosure of any PII to Contractor or its employees, agents and
representatives where the purpose of such disclosure is not known to Contractor or its employees, agents
and representatives. The State reserves the right to review Contractor's policies and procedures used to
maintain the security and confidentiality of PII and Contractor shall, and cause its employees, agents and
representatives to, comply with all reasonable requests or directions from the State to enable the State to
verify or ensure that Contractor is in full compliance with its obligations under this Contract in relation to
PII. Upon termination or expiration of the Contract or at the State’s direction at any time in its sole
discretion, whichever is earlier, Contractor shall immediately return to the State any and all PII which it
has received under this Contract and shall destroy all records of such PII.
The Contractor shall report to the State any instances of unauthorized access to or potential disclosure of
PII in the custody or control of Contractor (“Unauthorized Disclosure”) that come to the Contractor’s
attention. Any such report shall be made by the Contractor within twenty-four (24) hours after the
Unauthorized Disclosure has come to the attention of the Contractor. Contractor shall take all necessary
measures to halt any further Unauthorized Disclosures. The Contractor, at the sole discretion of the
State, shall provide no cost credit monitoring services for individuals whose PII was affected by the
Unauthorized Disclosure. The Contractor shall bear the cost of notification to all individuals affected by
the Unauthorized Disclosure, including individual letters and public notice. The remedies set forth in this
Section are not exclusive and are in addition to any claims or remedies available to this State under this
Contract or otherwise available at law. The obligations set forth in this Section shall survive the
termination of this Contract.
21. Statewide Contract. This Contract establishes a source or sources of supply for all Tennessee State
Agencies. “Tennessee State Agency” refers to the various departments, institutions, boards,
commissions, and agencies of the executive branch of government of the State of Tennessee with
exceptions as addressed in Tenn. Comp. R. & Regs. 0690-03-01-.01. The Contractor shall provide all
goods or services and deliverables as required by this Contract to all Tennessee State Agencies. The
Contractor shall make this Contract available to the following entities, who are authorized to and who may
purchase off of this Statewide Contract (“Authorized Users”):
a. all Tennessee State governmental entities (this includes the legislative branch; judicial branch;
and, commissions and boards of the State outside of the executive branch of government);
b. Tennessee local governmental agencies;
c. members of the University of Tennessee or Tennessee Board of Regents systems;
d. any private nonprofit institution of higher education chartered in Tennessee; and,
e. any corporation which is exempted from taxation under 26 U.S.C. Section 501(c) (3), as
amended, and which contracts with the Department of Mental Health and Substance Abuse to
provide services to the public (Tenn. Code Ann. § 33-2-1001).
These Authorized Users may utilize this Contract by purchasing directly from the Contractor according to
their own procurement policies and procedures. The State is not responsible or liable for the transactions
between the Contractor and Authorized Users.
22. Statewide Contract Reports. All reports shall be submitted electronically in Microsoft Excel format.
Reports shall include the ability to sort or summarize data in accordance with the Contract Administrator's specifications. All reports shall be provided at no additional cost to the State.
Quarterly Reports: Contractor(s) will submit quarterly reports to the Contract Administrator no later than thirty (30) days after the end of the State's quarter (e.g. a fiscal year quarter 2 report for October - December is due no later than January 30th). At the Contract Administrator's sole discretion, the State may extend the time allowed to complete quarterly reports. Quarterly reports shall provide statistical data on all purchases under this Contract by Tennessee State Agencies and Authorized Users. At minimum, the quarterly report's statistical data shall be detailed and broken down by line item to include:
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 18 of 32
1. Edison contract number 2. Contract line item number 3. Invoice date 4. Invoice number 5. Supplier part number 6. Item or bundle description 7. Quantity purchased 8. Unit of measure 9. Unit of measure description 10. Name of State Agency or Authorized User 11. Identity of purchaser: State entity or non-State entity 12. State Agency location 13. Unit/Contract price per line item 14. List price as listed in supplier's catalog if catalog item 15. Subtotals for the report 16. Grand totals for the report
Custom Reports: When requested by the State, the Contractor shall submit custom reports to the Contract Administrator within thirty (30) days of the request.
23. Survival. The terms, provisions, representations, and warranties contained in this Contract which by their
sense and context are intended to survive the performance and termination of this Contract, shall so
survive the completion of performance and termination of this Contract.
24. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by
Contractor under this Contract. If, upon inspection, the State determines that the goods or services are
Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the
services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or
performance of services the State does not provide a notice of any Defects, the goods or services shall
be deemed to have been accepted by the State.
25. Term of Contract. This Contract shall be effective for the period beginning on February 1, 2024 (“Effective Date”) and ending on June 30, 2025. The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.
26. Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The State reserves the right to execute up to three (3) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months or extend beyond the term of the Master Agreement.
27. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-
eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at
the State’s sole option. In no event, however, shall the maximum Term, including all renewals or
extensions, exceed a total of sixty (60) months or extend beyond the term of the Master Agreement.
28. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be
the greater of the Term of this Contract or any other warranty generally offered by Contractor, its
suppliers, or manufacturers to customers of its goods or services. The goods or services provided under
this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period.
Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 19 of 32
a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the
Warranty Period, then Contractor shall correct the Defect, at no additional charge.
Contractor represents and warrants that the State is authorized to possess and use all equipment,
materials, software, and deliverables provided under this Contract.
Contractor represents and warrants that all goods or services provided under this Contract shall be
provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with
standards generally accepted in Contractor’s industry.
If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods
or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or
services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the
Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the
State’s rights to seek any other remedies available under this Contract or applicable law.
29. State and Federal Compliance. The Contractor shall comply with all State and federal laws and
regulations applicable to Contractor in the Contractor’s performance of this Contract.
30. Administrative Fees. The Contractor shall pay the State an Administrative Fee of one (1) percent (1.0% or 0.01) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The State’s Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping).
Period End Admin Fee Due March 31 May 31 June 30 August 31 September 30 November 30 December 31 February 28
The administrative fee shall be submitted to the following address:
Michael Winston, Director of Financial Management Department of General Services W.R. Snodgrass TN. Tower 22nd Floor 312 Rosa L. Parks Avenue Nashville, TN 37243
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 20 of 32
ATTACHMENT B
SAMPLE LETTER OF DIVERSITY COMMITMENT
HP Inc. 1501 Page Mill Road Palo Alto, CA 12/15/2023
To whom it may concern,
HP Inc. “HP” is committed to achieving or surpassing a goal of (1%) percent spend with certified diversity business enterprise firms on State of Tennessee contract # (81352), if an agency selects a Diversity partner for their purchase.
Diversity businesses are defined as those that are owned by minority, women, service-disabled veterans, businesses
owned by persons with disabilities, and small businesses which are certified by the Governor's Office of Diversity Business
Enterprise (Go-DBE).
We confirm our commitment of (1%) participation on the (Participating Addendum Number 81352) by using the following
Diversity businesses:
(i) Name and ownership characteristics (i.e., ethnicity, gender, service-disabled veteran, or disability) of anticipated diversity subcontractors and suppliers:
________________________________________
(ii) Participation estimates (expressed as a percent of the total contract value to be dedicated to diversity subcontractors and suppliers):
________%.
(iii) Description of anticipated services to be performed by diversity subcontractors and suppliers:
__________________________________________________________________
__________________________________________________________________
We accept that our commitment to diversity advances the State’s efforts to expand opportunity of diversity businesses to
do business with the State as contractors and sub-contractors.
Further, we commit to:
1. Using applicable reporting tools that allow the State to track and report purchases from businesses owned by minority, women, service-disabled veterans, businesses owned by persons with disabilities, and small businesses.
2. Reporting monthly to the Go-DBE office the dollars spent with certified diversity businesses owned by minority, women, service-disabled veterans, businesses owned by persons with disabilities, and small business accomplished under contract # (Edison number).
HP Inc. is committed to working with the Go-DBE office to accomplish this goal.
Prosys Information Systems, Inc., Minority Business Enterprise Thomas Consultants, Inc., Minority Business Enterprise United Data Technologies Inc., Minority Business Enterprise World Wide Technology, Inc., Minority Business Enterprise
1%
Agency pre and post sales support and product fulfillment
cazarmar Cross-Out
cazarmar Cross-Out
Page 21 of 32
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Regards,
Fernanda Cazares
Contracts Specialist
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 22 of 32
ATTACHMENT C
A T T E S T A T I O N R E P E R S O N N E L U S E D I N C O N T R A C T P E R F O R M A N C E
SUBJECT CONTRACT NUMBER:
CONTRACTOR LEGAL ENTITY NAME:
EDISON VENDOR IDENTIFICATION NUMBER:
The Contractor, identified above, does hereby attest, certify, warrant, and assure that the
Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of
this Contract and shall not knowingly utilize the services of any subcontractor who will utilize
the services of an illegal immigrant in the performance of this Contract.
CONTRACTOR SIGNATURE
NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. Attach evidence documenting the individual’s authority to contractually bind the Contractor, unless the signatory is the Contractor’s chief executive or president.
PRINTED NAME AND TITLE OF SIGNATORY
DATE OF ATTESTATION
HP Inc.
81352
Fernanda Cazares Contract Specialist
Participating Addendum Number 81352
12/13/2023
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 23 of 32
ATTACHMENT D
NASPO COMPUTER EQUIPMENT, PERIPHERALS
& RELATED SERVICES SWC3014 [Insert Requesting State Agency name]
Statement of Work
For
[Insert Project Title]
[Insert Planview Work ID - Sequential #]
[Date]
1.0 Statement of Work
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 24 of 32
1.1 Project Title
This Statement of Work (SOW) is being executed between [insert Contractor name] (“Contractor”) and [Insert
Agency] (“Agency” or “Purchasing Entity”) for [insert a brief description of the project], effective as of [Insert
Effective Date] (the “SOW Effective Date”).
This Statement of Work (SOW) constitutes an Order under that certain [Contract or Participating Addendum]
between [contractor name] and the State of Tennessee, [contract name and number], (the “Contract”) and
incorporates by reference the terms and conditions, specifications, and other incorporated contract documents
of the Contract. In case of any conflict between this SOW and the Contract, the Contract shall prevail.
1.2 Background • Describe the history of your project and the prior events that brought you to this SOW
1.3 Reference to other applicable documents The following documents are hereby incorporated by reference into this SOW:
• List any pertinent documents or supporting materials pertaining to the SOW, if any, otherwise write “None”.
2.0 Agency Staffing and Roles
2.1 Staffing
Project Manager – Agency
The Agency’s Project Manager is:
Name:
Address:
City:
State & Zip
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 25 of 32
Phone:
Cell:
Fax:
Email:
Insert contact information for any additional relevant staff.
2.2 Agency Staff and Roles • Who within the agency will have decision-making authority, including approval of changes, report,
documentation and deliverables?
• State agency staff (if any) to assist with the project effort
• Individuals key to the project and detail their roles and responsibilities
3.0 Project Requirements and Deliverables
3.1 Requirements Describe:
• Tasks to be performed and any additional Contractor qualifications for specialized projects
• Any known non-standard work schedule tasks
• Location(s) where project work is required to be performed or may be performed, including the use of onsite, offsite, and offshore resources at the procuring State agency’s discretion
• Include tasks that do not result in specific deliverables (i.e. project management)
• Include any security requirements from Special Terms and Conditions, Section 13 of the Contract that are applicable to this SOW.
3.2 Agency Tasks and Responsibilities • Include tasks to be performed by the agency
• Precise definition of all hardware, software, data services, and facilities the agency will provide
3.3 Deliverables Describe the Deliverables to be provided under this SOW, including the estimated delivery dates. If no
Deliverables, state “none.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 26 of 32
3.4 Exclusions Describe:
• Tasks which are not part of the scope of this project
4.0 Cost Criteria
4.1 Payment Methodology
Describe the payment methodology and the associated charges applicable to this SOW. Pricing must reflect the
original terms of the State contract.
4.2 SOW Monetary Cap
Check one of the following to apply to this SOW:
This SOW is a fixed fee SOW. The total charges under this SOW are [________] dollars ($___) [specify SOW monetary cap] for the performance of the work as set forth in this SOW.
This SOW is a time and materials SOW. The total charges under this SOW are [________] dollars ($___) [specify SOW monetary cap] for the performance of the work as set forth in this SOW (the “SOW NTE Amount”). The Agency shall compensate the Contractor for actual work performed, in an amount not to exceed the SOW NTE Amount. The Agency shall not be obligated to pay for, and the Contractor shall not be obligated to perform, work under this SOW in excess of the SOW NTE Amount unless and until the parties execute a written amendment to this SOW to increase such SOW NTE Amount.
This SOW is a consumption-based SOW. The estimated charges under this SOW are [________] dollars ($___) [specify SOW estimated budget]. For clarity, the terms of this SOW and the Contract will continue to apply to any Cloud Services provided in excess of the specified estimated charges.
4.3 State Agency Billing Address
Insert the applicable State Agency billing address.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 27 of 32
5.0 Deliverable Acceptance
Define the process for submitting, approving and rejecting deliverables (including testing dates and scenarios)
6.0 Estimated Timeline and Period of Performance
Project must begin no later than [Month, Year] and be completed by [Month, Year].
7.0 Project Management (if applicable)
Describe what will be required as far as project management, which reports will be required, how often these
reports will be required, and what must be submitted to the State procuring agency.
8.0 Additional State Policies and Standards
Specifically reference any additional state policies and standards that would apply, to the extent applicable to
Contractor in its performance of the work under the Order. If none, write “none”.
• Insert any other relevant links to the latest versions of the policies, standards and environment
9.0 Key Assumptions
Identify any additional agency or contractor assumptions
If additional sections are required for your specific project, please leave the above section numbering as it is and
add your new sections here as 10.0, 11.0 etc.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 28 of 32
This SOW will not be effective, and Contractor shall not commence services hereunder, until it is approved and
signed by Contractor and the Participating Entity.
In witness whereof, the parties have executed this SOW as of the last date of execution of the signatories below.
[Insert State Purchasing Agency]
[Contractor Name]
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 29 of 32
ATTACHMENT E
Participating Entity Product and Service Exclusions and Clarifications
1) Software that can be purchased from another statewide contract should not be purchased on this contract.
2) Contractors may offer limited professional services related ONLY to the equipment and configuration of the
equipment purchased through the resulting contracts.
3) In the event replacement Hardware is needed due to defects in material and/or workmanship, the Contractor shall
either replace the non-functional Hardware with new Hardware or refurbished/reconditioned/remanufactured
Hardware.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 30 of 32
ATTACHMENT F
Protection of Federal Tax Information
I. PERFORMANCE
In performance of this Contract, the Contractor agrees to comply with and assume responsibility for
compliance by officers or employees with the following requirements:
(1) All work will be performed under the supervision of the Contractor.
(2) The Contractor and Contractor’s officers or employees to be authorized access to FTI must meet
background check requirements defined in IRS Publication 1075. The Contractor will maintain a
list of officers or employees authorized access to FTI. Such list will be provided to the agency
and, upon request, to the IRS.
(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the
provisions of this Contract. FTI in any format shall be treated as confidential and shall not be
divulged or made known in any manner to any person except as may be necessary in the
performance of this Contract. Inspection or disclosure of FTI to anyone other than the Contractor
or the Contractor’s officers or employees authorized is prohibited.
(4) FTI will be accounted for upon receipt and properly stored before, during, and after processing. In
addition, any related output and products require the same level of protection as required for the
source material.
(5) The Contractor will certify that FTI processed during the performance of this Contract will be
completely purged from all physical and electronic data storage with no output to be retained by
the Contractor at the time the work is completed. If immediate purging of physical and electronic
data storage is not possible, the Contractor will certify that any FTI in physical or electronic
storage will remain safeguarded to prevent unauthorized disclosures.
(6) Any spoilage or any intermediate hard copy printout that may result during the processing of FTI
will be given to the agency. When this is not possible, the Contractor will be responsible for the
destruction of the spoilage or any intermediate hard copy printouts and will provide the agency
with a statement containing the date of destruction, description of material destroyed, and the
destruction method.
(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the
requirements in IRS Publication 1075. To meet functional and assurance requirements, the
security features of the environment must provide for the managerial, operational, and technical
controls. All security features must be available and activated to protect against unauthorized use
of and access to FTI.
(8) No work involving FTI furnished under this Contract will be subcontracted without the prior written
approval of the IRS.
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 31 of 32
(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without
modification, in any approved subcontract for work involving FTI.
(10) To the extent the terms, provisions, duties, requirements, and obligations of this Contract apply to
performing services with FTI, the Contractor shall assume toward the subcontractor all
obligations, duties and responsibilities that the agency under this Contract assumes toward the
Contractor, and the subcontractor shall assume toward the Contractor all the same obligations,
duties and responsibilities which the Contractor assumes toward the agency under this Contract.
(11) In addition to the subcontractor’s obligations and duties under an approved subcontract, the
terms and conditions of this Contract apply to the subcontractor, and the subcontractor is bound
and obligated to the Contractor hereunder by the same terms and conditions by which the
Contractor is bound and obligated to the agency under this Contract.
(12) For purposes of this Contract, the term “Contractor” includes any officer or employee of the
Contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or
employee of the subcontractor with access to or who uses FTI.
(13) The agency will have the right to void the Contract if the Contractor fails to meet the terms of FTI
safeguards described herein.
II. CRIMINAL/CIVIL SANCTIONS
(1) Each officer or employee of a Contractor to whom FTI is or may be disclosed shall be notified in
writing that FTI disclosed to such officer or employee can be used only for a purpose and to the
extent authorized herein, and that further disclosure of any FTI for a purpose not authorized
herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or
imprisonment for as long as 5 years, or both, together with the costs of prosecution.
(2) Each officer or employee of a Contractor to whom FTI is or may be accessible shall be notified in
writing that FTI accessible to such officer or employee may be accessed only for a purpose and
to the extent authorized herein, and that access/inspection of FTI without an official need-to-know
for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon
conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together
with the costs of prosecution.
(3) Each officer or employee of a Contractor to whom FTI is or may be disclosed shall be notified in
writing that any such unauthorized access, inspection or disclosure of FTI may also result in an
award of civil damages against the officer or employee in an amount equal to the sum of the
greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual
damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the
case of a willful unauthorized access, inspection, or disclosure or an unauthorized
access/inspection or disclosure which is the result of gross negligence, punitive damages, plus
the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and
set forth at 26 CFR 301.6103(n)-1.
(3) Additionally, it is incumbent upon the Contractor to inform its officers and employees of the
penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5
U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any
officer or employee of a contractor, who by virtue of his/her employment or official position, has
possession of or access to agency records which contain individually identifiable information, the
Participating Addendum Number 81352 for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between STATE OF TENNESSEE and HP Inc. _________________________________________________________________________________________________________________
Page 32 of 32
disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who
knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any
manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined
not more than $5,000.
(4) Granting a contractor access to FTI must be preceded by certifying that each officer or employee
understands the agency’s security policy and procedures for safeguarding FTI. A contractor and each
officer or employee must maintain their authorization to access FTI through annual recertification of
their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial
certification and recertifications must be documented and placed in the agency's files for review. As
part of the certification and at least annually afterwards, a contractor and each officer or employee
must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions
for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training
on the agency’s security policy and procedures provided before the initial certification and annually
thereafter must also cover the incident response policy and procedure for reporting unauthorized
disclosures and data breaches. (See Section 10) For the initial certification and the annual
recertifications, the contractor and each officer or employee must sign, either with ink or electronic
signature, a confidentiality statement certifying their understanding of the security requirements.
III. INSPECTION
The IRS and the Agency, with 24 hour notice, shall have the right to send its inspectors into the
offices and plants of the Contractor to inspect facilities and operations performing any work with FTI
under this Contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right
of inspection shall include the use of manual and/or automated scanning tools to perform compliance
and vulnerability assessments of information technology (IT) assets that access, store, process or
transmit FTI. Based on the inspection, corrective actions may be required in cases where the
Contractor is found to be noncompliant with FTI safeguard requirements.
2023-12-18T13:26:24-0600 Michael F. Perry