REMC Contract

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2026-27 COMPUTERS

2026-27 COMPUTERS CONTRACT

This 2026-27 Computers Contract (the “Contract”) is entered into as of this 2026-27, by and between REMC Association of Michigan (herein referred to as “REMC Association”), whose address is PO Box 607, Marquette, MI 49855 and HP Inc (“Vendor”) whose address is 1501 Page Mill Road, Palo Alto, CA 94304. REMC Association and Vendor may each be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS A. REMC Association issued an Invitation To Bid for Computers dated January 6, 2026 (the “ITB”), the

purpose of which was to obtain Bids from qualified Bidders in order to achieve aggregated, high-volume contract pricing for Desktop, Laptop, and eSports Computers; Related Accessories and Services; Chrome Management Licenses; Replacement Computer Parts; Computer Repair Services, Buyback, Trade-in and Recycling (“Products”) for all Eligible Agencies.

B. Whereas, in response to the ITB, Vendor submitted to REMC Association a Bid dated January 22, 2026 (“Vendor’s Bid”), to provide Products contemplated by the ITB.

C. On March 10, 2026, REMC Association approved Vendor’s Bid for the prices indicated on Attachment A which is attached hereto and incorporated herein by reference.

D. The Parties agree that certain terms, conditions and provisions of the ITB may be further clarified and that certain additional terms and conditions may need to be expressly set forth by way of this Contract.

E. NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the

Parties agree as follows:

I. RESTATEMENT CONSTITUTES THE CONTRACT A. Incorporation by Reference. The object of this Contract is to formalize in one document the

complete agreement between the Parties, and to do so by specifically incorporating by reference into this Contract the ITB, all Addenda to the ITB, Vendor’s Bid and other related documents, and by including certain additional necessary or appropriate Contract terms, particularly where the Contract terms agreed to by the Parties during the ITB negotiation process do not correspond with the ITB.

B. Order of Precedence. The Contract Documents, which are all incorporated herein by reference, include the following:

1. The Contract; 2. Written Clarifications, Addenda or changes mutually agreed upon by REMC Association

and Vendor during the Bid process; 3. REMC SAVE ITB Package; and 4. Bidder’s Bid

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2026-27 COMPUTERS

To the extent that the terms and conditions of the Contract Documents are in conflict, the terms and conditions shall be interpreted in the above-referenced order from 1 to 4. However, the Parties also agree that where there is not a conflict between any of the terms and conditions contained in the above-referenced Contract Documents, all of the Contract Documents shall be binding upon both Parties, except to the extent the Exceptions contained in Vendor’s Bid are not expressly accepted by REMC Association in writing and incorporated into this Contract as Attachment C.

II. CONTRACT TERM A. Term. The term of this Contract shall begin and end on the dates contained in REMC

Association’s Bid Award Letter to Vendor which is incorporated herein by reference and attached hereto as Attachment B.

III. PRICING AND ADMINISTRATIVE FEE A. Pricing. As outlined in the ITB, all Vendor Pricing is based on a discount off the current

Educational List Price Schedule applicable to Eligible Agencies and such discount(s) are confirmed in Vendor’s Products Pricing Form attached hereto as Attachment A. Vendors shall consider all orders from Eligible Agencies in Michigan to be REMC SAVE orders whether or not the PO makes any reference to REMC SAVE, unless specifically directed otherwise by the Eligible Agency, regardless of funding source. Vendor agrees not to provide Products and/or services to any other Eligible Agencies at a price lower than the REMC Bid price at any time during the REMC Contract Term unless provided to all Eligible Agencies under the Contract.

B. Administrative Fee. As outlined in the ITB, Vendor must pay an Administrative Fee of one

percent (1.0%) to REMC SAVE fiscal agent, currently REMC Association, for Products awarded under the ITB and contained in Attachment A. The Administrative Fee shall be submitted quarterly and is based on the actual sales of all Products (including Catalog Discounts) to all Eligible Agencies reported quarterly to REMC SAVE by Vendor. The Administrative Fee is included in Vendor’s Bid pricing.

IV. CONTRACTUAL TERMS AND CONDITIONS A. General Indemnification. Vendor agrees to indemnify, defend and hold harmless REMC

Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, administrators, employees, agents, successors and assignees, from and against any and all claims, costs, counter-claims, suits, debts, demands, actions, judgments, liens, liabilities, costs, expense and damages, including actual attorney’s fees and actual expert witness fees arising out of the: (i) grossly negligent acts or willful misconduct of Vendor, its officers, directors, employees, successors, assignees and agents; (ii) any material breach of the terms of this Contract by Vendor, its officers, directors, employees, successors, assignees and agents; or (iii) any material breach of any representation or warranty or representation by Vendor, its officers, directors, employees, successors, assignees and agents under the Contract. REMC Association agrees to notify Vendor by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which it may be entitled to indemnification.

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2026-27 COMPUTERS

B. Intellectual Property Indemnification. Vendor warrants that its provision of Products or

performance of its services under this Contract does not infringe on or violate any copyright patent, trade secret or other property interest of a third party. Vendor agrees to indemnify, defend and hold harmless REMC Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, employees, agents, contractors, successors and assignees, (“The Members”) from and against any and all liabilities, damages, costs and expenses, including reasonable attorney fees, incurred in connection with any claim or suit brought against The Members and/or arising from any claims of violation of any copyright, patent or trade secret by any third party resulting from The Members’ use of any Products, software, technology, documentation and/or any other materials, documents, writing, publications, software, recording or procedure, whether in written, video, audio or other media format provided by Vendor under this Contract; provided that Vendor is notified in writing within thirty (30) days from the date The Members knew of such claim. The Members retain the right to offset against any amounts owed Vendor hereunder or any such monies expended by the Members in defending themselves against such claims.

C. Compliance with Laws. Vendor shall comply with any and all Federal and State laws, rules,

regulations, ordinances, and policies applicable to the provision of Products under this Contract. D. Suspension/Debarment. Vendor warrants that it has not been suspended or debarred from

doing business with the federal government and does not appear on SAM (System for Award Management) as an Excluded Party.

E. Federal Funding. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200,

Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Contract is signed, the Order is placed or upon delivery.

V. MISCELLANEOUS A. Governing Law. The Contract shall be governed by and construed in accordance with the laws

of the State of Michigan. The Parties hereby agree to the exclusive jurisdiction and venue of courts sitting in Ingham County, Michigan.

B. Taxes. Vendor is responsible for sales taxes and any other applicable taxes related to Products provided under this Contract.

C. Assignment. The Contract and any other interest herein may not be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, and any assignment or transfer without such consent shall be null and void. This Contract shall be binding upon the successors, and subject to the above, assigns of either Party.

D. No Waiver. No waiver of any term or condition of this Contract shall be valid or binding on either Party unless the same shall have been mutually assented to in writing by both Parties. The failure of either Party to enforce at any time any of the provisions of this Contract, or the failure to require at any time performance by the other Party of any of the provisions of this Contract, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision thereafter.

E. Severability. If any provision of this Contract is held invalid or unenforceable, the remainder of this Contract shall nevertheless remain in full force and effect. If any provision is held invalid or

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2026-27 COMPUTERS

unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

F. Independent Contractor; No Joint Venture. It is expressly agreed that Vendor is acting hereunder as an independent contractor and under no circumstances shall any of the employees of either Party be deemed the employees of the other for any purpose. This Contract shall not be construed as authority for either Party to act for the other Party in any agency or other capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent, and for the purposes, expressly provided for and set forth herein, and no partnership or joint venture is created hereby.

G. Modifications. No provision of this Contract or any Exhibit hereto may be modified without the prior written consent of both Parties.

H. Notices. Unless otherwise provided in this Contract, all notices, requests, demands, and other communications shall be provided in writing and are effective five (5) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if personally delivered or sent by next-business-day delivery via a nationally recognized overnight courier to the addresses set forth below. Either Party may from time to time designate any other address for this purpose by providing written notice to the other Party.

To REMC Association. All required notices to REMC Association shall be delivered to REMC Association of Michigan, PO Box 607, Marquette, MI 49855.

To Vendor. All required notices to Vendor shall be delivered to 10300 Energy Drive, Spring, TX 77389.

REMC ASSOCIATION OF MICHIGAN HP INC

By: By:

Its: President Its:

Date: Date:

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Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

3/11/2026 | 4:16 PM EDT 3/10/2026 | 11:08 AM EDT

Contracts Specialist

REMC Item No.

Bidspec ID Product Name Reseller Order Number

Manufacturer/Model REMC SAVE Bid Price

266050 6112 HP Inc. Computer Catalog Discount

HP, Inc. various 1% - 20% discount

Total Number of Items Awarded: 1

HP Inc. - Awarded Items Attachment A

2026-27 Computers Bid

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

Attachment B

March 10, 2026 Valeria Marquez Contracts Specialist HP Inc 1501 Page Mill Road Palo Alto, CA 94304 Dear Ms. Marquez, This letter serves as the Notice of Award to HP Inc for the 2026-27 REMC SAVE Computers Bid. The REMC Association Board of Directors voted on March 10, 2026, to approve a contract with your company. The contract term is April 1, 2026 - March 31, 2027. We project the sales for the 1 awarded items will be $1,487,268 over this contract term. The award is approved in accordance with the terms and conditions set forth in the original solicitation and your bid response with any subsequent clarification and verification documents. For the purpose of this Contract, the Effective Date is the date of signature of the last party to sign the Contract. All purchases made through this contract will be placed by and shipped to the various REMC SAVE Eligible Agencies throughout the state of Michigan.

Michael Richardson REMC SAVE DIRECTOR

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ITB EXCEPTIONS ITB Section Current Text Exception or Proposed Text REMC response Bidder response

1.304 Rebates and Special Promotional Capabilities

All Bidders are encouraged to make manufacturer promotions, rebates and special pricing opportunities available to Eligible Agencies. REMC SAVE must approve promotional materials referring to REMC SAVE prior to release. Approved materials shall reference REMC SAVE, and the use of the REMC SAVE logo is strongly encouraged. REMC SAVE reserves the right at its sole discretion to approve, reject, or return for revision in whole or in part any proposed materials. Guidelines for Vendor promotions for Awarded Products: A. Submit all promotions in PDF format for approval through the Vendor Center B. Identify REMC item number C. Identify REMC Awarded price D. Identify the savings amount E. Identify the final price F. Specify the time period in which a purchase must be made G. Identify the link to a rebate form (preferred) or provide the form

Rationale: The content below provides additional details on the process for handling rebates and promotions. HP agrees to offer eligible agencies using the REMC contract access to product promotions and special pricing. Upon request, HP can send promotions to REMC for approval before they are added to the contract, but prefers automatic inclusion to avoid delays. Because of the large product catalog, HP requests to provide promotions in a list or directing agencies to the HP/REMC site (www.hp.com/buy/remc), where part numbers, prices, and effective dates are posted. If an agency needs a comparison between a promotion and catalog pricing, HP Inside Sales or the Account Representative can supply the savings. Smart Buy promotions use HP part numbers and include upfront discounts, so they will not show REMC item numbers or rebate documentation, in compliance with government restrictions on rebates. After award, and upon REMC request, HP will submit any promotional materials referencing the REMC SAVE Bid or contract for approval before release and is open to negotiating this process as needed.

This is not an exception. Supplemental information could have been supplied in the appropriate section of the narrative response.

HP has read and acknowledges

REMC SAVE EXCEPTIONS FORM Any Exceptions to the terms and conditions contained in this ITB, the draft Contract attached to this ITB or any other special considerations or conditions requested or required by the Bidder MUST be specifically enumerated by the Bidder and be submitted as part of its Bid, together with an explanation as to the reason such terms and conditions of the ITB or form of Contract cannot be met by, or, in the Bidder’s opinion, are not applicable to the Bidder using the appropriate tables below. Failure to list Exceptions will be considered acceptance of all Bid Specifications, terms and conditions. Unreasonable or excessive exceptions may subject Bidder’s Bid to disqualification. Acceptance of any exception to the ITB or Contract is strictly at the discretion of REMC Association.

Only complete and submit this document if Bidder is taking exception to the ITB and/or draft contract. Exceptions to product specifications should be made on the Response Form only. Enter the ITB or draft contract section numbers in column A, the current text in column B, and the exception or proposed text explicitly redlined in column C. Additional lines may be added as needed. This document must be submitted in both hard copy and electronically in unlocked Excel format. REMC Association will not accept exceptions if this document is converted to another format (such as PDF) or if editing is in any way restricted.

Attachment C

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.003 Glossary Terms and Definitions, MSRP

Manufacturer’s Suggested Retail Price. MSRP is not acceptable for use in responses to REMC SAVE ITBs unless it is the same as Education List Price.

Rationale: As a normal course of business on all contracts, discounts are based off the HP list price as the manufacturer and therefore, Manufacturer List price is the same as Education List Price. HP therefore requests the following change of “Education List Price” to “Manufacturer List Price” in the following sections: 1.301 B. Pricing Structure 1.301 G, Catalog Discount Pricing SECTION 2 - General Terms and Conditions -Definitions for “Catalog Discount”, “List Price” and "MSRP" 2.202, Quarterly reports 2.204, Media Releases and Marketing Materials 3.104 Price and Notations III. Pricing and Administrative Fee 2026 Chrome RF FINAL.xlsx Excel Bid Response file 2026 Windows RF FINAL.xlsx Excel Bid Response file 89 2026-27 Bid Response Form Computer Catalog Discounts FINAL.xlsx Excel file

As stated in 2.003, MSRP is acceptable if it is the same as Education List Price, so Manufacturer List price can already be used with no changes needed. REMC does accept.

HP agrees to revert to original language

2.201 Vendor Requirements, A. Awarded Prodcut Information

A. Awarded Product Information – During the bidding process, Bid Specifications are identified by Bid Specification numbers. Upon award, REMC SAVE assigns new, unique REMC Item Numbers to Awarded Products. Vendor shall use REMC Item Numbers throughout the REMC Contract Term.

Rationale: HP uses HP part numbers instead of the four REMC Bid Item Numbers for this catalog offering. A. Awarded Product Information – During the bidding process, Bid Specifications are identified by Bid Specification numbers. Upon award, REMC SAVE assigns new, unique REMC Item Numbers to Awarded Products. Vendor shall use HP Part Numbers throughout the REMC Contract Term.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.202 Quarterly Reporting

Vendors will supply quarterly sales reports via the Vendor Center, reporting all sales to all Eligible Agencies for all Awarded Products, including Catalog Discounts, each quarter of the Contract Term. Each entry shall include the PO number, order date, official school district code for the bill-to agency, official school building code for the ship-to agency, bill-to agency name, ship-to agency name, ship-to agency ZIP code, REMC item number, quantity purchased, Education List Price, REMC price, total dollar sales, and description of items sold. All fields must be completed for each line in the report. Vendors may not add additional fields unless directed to do so by REMC SAVE. Report data must be provided electronically in Microsoft Excel format. REMC SAVE will provide Vendors with a reporting template and a Michigan school district database, containing district and building codes and REMC Center numbers. The initiation and submission of the quarterly reports are the responsibility of the Vendor. Quarterly reporting periods and annual due dates for all Bids: Quarter #1: January 1 - March 31 due by April 30 Quarter #2: April 1 - June 30 due by July 30 Quarter #3 July 1 - September 30 due by October 30 Quarter #4 October 1 - December 31 due by January 30 Vendor must identify via the Vendor Center the contact person(s) responsible for quarterly usage reports.

Rationale: HP’s response is based upon how HP will process and provide quarterly reporting. HP is proposing the removal of school district code, official building code, and the REMC item number as part of the reporting process and is proposing the following which is the current process in place. The price typically offered to an educational institution ordering one unit of a Product including shipping for HP is HP’s US List Price as set forth in the pricing files (Excel Bid Response files). HP agrees to provide the Agreement Administrator a calendar year quarterly utilization reports based on HP's automated reporting. Official school building codes, official school district code, and the REMC Center number are not a part of HP's automated reporting system. However, HP agrees to provide REMC with the procuring agency HP account number that would assist REMC to facilitate a program to input this information for the quarterly usage report as done today. It’s our understanding that the account numbers can be utilized to successfully tie to the official school building codes, official school district code, and REMC Center numbers. HP uses HP part numbers instead of the four REMC Bid Item Numbers for this catalog offering.

REMC acknowledges.

2.203 Administrative Fees

Vendor shall remit Administrative Fees in accordance with Sections 2.202 and 1.5 of this ITB.

Rationale: HP incorporates the rationale and language from its response to Section 2.202 as if fully set forth in this Section 2.203.

REMC acknowledges.

2.208 Notification of Ownership

Vendor shall make the following notifications in writing within thirty (30) days: A. When a Vendor becomes aware that a change in its ownership or officers has occurred, or is certain to occur, that could result in changes to the valuation of its capitalized assets in the accounting records, or B. When changes to asset valuations or any other cost changes have occurred, or are certain to occur, as a result of a change to ownership or officers.

Rationale: HP is a publicly traded company and its financial changes are reported publicly. HP requests the deletion of Section 2.207 based on the following: 1. HP is a Fortune 500 company that is publicly traded on the New York Stock Exchange (HPQ) with stock that is widely held by thousands of shareholders; therefore, we are unable to either gather or provide this ownership data. 2. As a publicly traded company, any financial changes that are required to be reported by law can be found at HP’s Investor’s Website found at: https://investor.hp.com/home/default.aspx.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.209 Notification of Bankruptcy or Insolvency

If the Vendor files for protection under bankruptcy law, or if the Vendor becomes insolvent, or if it should make a general assignment, REMC SAVE shall be notified in writing of such an occurrence within five (5) business days of the event. REMC Association may, without prejudice, Terminate the Contract, in whole or part as a result of this event without any liability.

Rationale: HP has thousands of customers and does not have mechanism to provide notice to each individually, however as a publicly traded company any reorganization would be publicly available information. HP proposes the following modifications to Section 2.209: If the Vendor files for protection under bankruptcy law, or if the Vendor becomes insolvent, or if it should make a general assignment, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof REMC Association may, without prejudice, Terminate the Contract, in whole or part as a result of this event without any liability.

REMC acknowledges.

2.210 Insurance

Vendor shall maintain in effect at all times during the REMC Contract Term and Customer Contract Term, with insurers licensed to do business in the State of Michigan, the following insurance coverage: A. Commercial General Liability Insurance on an “occurrence” basis with limits of liability not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate limits for personal injury, bodily injury and property damage liability. B. Workers’ Compensation Insurance, including Employers Liability coverage, in accordance with all applicable statutes of the State of Michigan. C. Commercial Umbrella Liability coverage—in an amount not less than Two Million Dollars ($2,000,000). D. Cancellation Notice: All of the insurance described above shall include an endorsement stating the following: “It is understood and agreed that thirty (30) days advance written notice of cancellation, non-renewal, reduction and/or material change shall be sent to REMC SAVE and Customer.” E. Upon request by any of The Members, Vendor shall supply to requesting agency insurance certificates showing required coverage.

Rationale: HP’s response explains HP’s Insurance cancellation notification process. HP is proposing section 2.210 D to read as follows: D. Cancellation notice shall be provided to REMC SAVE per the terms of each insurance policy provisions.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.303 Quality Assurance

REMC SAVE and/or each Customer reserve the right to Product Acceptance for each Product ordered to verify compliance with Specifications.

Rationale: HP requires additional clarification that in event Acceptance is not provided by Customer within time specified, Products will be considered accepted. HP proposes the following modification: REMC SAVE and/or each Customer reserve the right to Product Acceptance for each Product ordered to verify compliance with Specifications. In the event that the Vendor 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.

REMC acknowledges.

2.305 General Warranties, A, D and E

A. General Warranty – All Products purchased by Customers through this ITB and/or Contract shall be warranted for the time period identified in the Specifications or Bidder’s Bid, whichever is longer. B. Warranty of Merchantability – All Products provided under the Contract shall be of good quality within the description given by the ITB Specifications and shall be fit for their ordinary purpose, shall be adequately contained and packaged within the description given by REMC SAVE, shall conform to the agreed upon Specifications, and shall conform to the affirmations of fact made by the Vendor or on the container or label. C. Warranty of Fitness for a Particular Purpose – REMC SAVE has presented detailed Specifications of the particular purpose for which the Products are intended. Vendor at the time the Contract is in force has (1) reason and opportunity to know the particular purpose for which Products are required, and (2) that REMC SAVE is relying on Vendor’s experience and knowledge of these Products to provide those which are most suitable and appropriate. Therefore, Vendor warrants that the Products are fit for the purposes for which it is intended as described in this ITB. D. Warranty of Title – Vendor shall, in providing Products to Customers, convey good title in those Products, whose transfer is right and lawful. All Products provided by the Vendor shall be delivered free from any security interest, lien, or encumbrance. Products provided by the Vendor, under the Contract, shall be delivered free of any right claim of any third person of infringement or the like. E. Proof of Ownership/Software License Certifications – Vendor shall, in providing software Products to Customer, provide certificates/proof of ownership in electronic form with key codes and/or passwords for Customers (if applicable) to download such information in order to

Rationale: HP does not provide warrant for IP infringement. In lieu HP provides IP indemnity and works with the customer on alternatives in case of IP infringement. For # D. Warranty of Title and E. Proof of Ownership/Software License Certifications, HP proposes the following modifications: D.Warranty of Title – Vendor shall, in providing Products to Customers, convey good title in those Products, whose transfer is right and lawful. All Products provided by the Vendor shall be delivered free from any security interest, lien, or encumbrance. Products provided by the Vendor, under the Contract, shall be delivered free of any known right claim of any third person of infringement or the like. 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 is Commercial Off- the-Shelf Software, such Software is licensed, not sold, to the Customers. The Vendor and its licensors reserve and retain all rights not expressly granted to the Customers. No right, title or interest to any trademark, service mark, logo or trade name of Vendor or its licensors is granted to the Customer. 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 Customers and the Vendor the Licensor in a duly executed contract.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.307 Consequences for Breach

In addition to any remedies available in law, if the Vendor breaches contractual obligations, such breach may be considered a default in the performance of a material obligation. REMC Association reserves the right to issue a Notice of Right to Cure to the Vendor which, if not resolved, may result in Termination of the Contract.

Rationale: HP’s exception is to provide a reasonable notice to cure prior to termination (30 days) as per industry standards. HP proposes the following modification: In addition to any remedies available in law, if the Vendor breaches contractual obligations, such breach may be considered a default in the performance of a material obligation. REMC Association reserves the right to issue a Notice of Right to Cure to the Vendor which, if not resolved within thirty (30) days, may result in Termination of the Contract.

REMC acknowledges.

2.308 Notice and The Right to Cure

In the event of a curable breach by the Vendor, REMC SAVE shall provide the Vendor written notice of the breach and a time period to cure. In the event of successive or repeated breaches of the same nature REMC Association is allowed to Terminate the Contract.

Rationale: HP’s exception is to provide a reasonable notice to cure prior to termination (30 days) as per industry standards. HP proposes the following modification: In the event of a curable breach by the Vendor, REMC SAVE shall provide the Vendor written notice of the breach and a time period, no less than thirty (30) days, to cure. In the event of successive or repeated breaches of the same nature REMC Association is allowed to Terminate the Contract.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.309 Remedies Upon Default, B and C

Any of the following events shall constitute cause for REMC Association to declare a Vendor in default of its obligations under the Contract: A. Non-performance of Vendor's contractual obligations includes but is not limited to: 1. Failure to supply Awarded Products 2. Failure to supply Awarded Products in compliance with Bid Specifications 3. Failure to implement marketing 4. Failure to pay Administrative Fees in accordance with the Contract and subsequent terms of the invoice 5. Failure to submit timely and accurate sales reports 6. Violation of any other term of the Contract by Vendor B. The REMC Association shall issue a written notice of default providing for a five (5) day period in which the Vendor shall have an opportunity to cure, provided that cure is possible and feasible. If, after an opportunity to cure, the default remains, REMC Association may do one or more of the following: 1. Procure Products or services in substitution from an alternate source 2. Exercise any remedy provided by law 3. Immediately Terminate the Contract C. Vendor shall not be in default if performance is delayed or made impossible by an act of God, floods or fires.

Rationale: HP’s exception is to provide a reasonable notice to cure prior to termination (30 days) as per industry standards. For B and C, HP proposes the following modification: B. The REMC Association shall issue a written notice of default providing for a thirty (30) day period in which the Vendor shall have an opportunity to cure, provided that cure is possible and feasible. If, after an opportunity to cure, the default remains, REMC Association may do one or more of the following: 1.Procure Products or services in substitution from an alternate source 2.Exercise any remedy provided by law 3.Immediately Terminate the Contract C. Vendor shall not be in default if performance is delayed or made impossible by an act of God, floods or fires, unusually severe weather as well as restrictions imposed by a public health agency which unforeseeably and substantially inhibit Vendor’s ability to deliver Product or other deliverables

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.310 Termination

REMC Association may terminate the Contract without any liability or penalty to the REMC Association, its Customers, Eligible Agencies, its associations, agencies, offices, commissions, officers, agents, and employees for any of the following reasons: Termination for Cause/Material Breach by the Vendor - In the event that the Vendor breaches any of its material duties or obligations under the Contract, and the breach is not cured within the time period specified in the written notice of cure, the REMC Association reserves the right to Terminate the Contract in whole or in part, as of the date specified in the notice of termination. In the event that the Contract is Terminated for cause, in addition to any legal remedies otherwise available to REMC Association by law or equity, the Vendor shall be responsible for all costs incurred by REMC Association in terminating the Contract, including but not limited to, REMC Association administrative costs, attorney’s fees and court costs, and any additional costs REMC Association may incur to procure the Products or services required by the Contract from other sources.

Rationale: HP’s exception is to provide a reasonable notice to cure prior to termination (30 days) as per industry standards. HP proposes the following modifications: REMC Association may terminate the Contract without any liability or penalty to the REMC Association, its Customers, Eligible Agencies, its associations, agencies, offices, commissions, officers, agents, and employees for any of the following reasons: Termination for Cause/Material Breach by the Vendor - In the event that the Vendor breaches any of its material duties or obligations under the Contract, and the breach is not cured within the time period specified in the written notice of cure (which period shall not be less than thirty 30 days), the REMC Association reserves the right to Terminate the Contract in whole or in part, as of the date specified in the notice of termination. In the event that the Contract is Terminated for cause, REMC Association shall be entitled to any legal remedies available to it by law or equity and which may include reasonable attorney’s fees and court costs, Any Termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Customer to indemnification by the Vendor, 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.

REMC cannot accept. A cure period is already set in the notice of breach and notice of default before termination.

HP agrees to revert to original language

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2.310 Termination, Termination for Convenience by REMC Association

Termination for Convenience by REMC Association - REMC Association may Terminate the Contract for its convenience in whole or part, if REMC Association determines that such a termination is in REMC Association’s best interest. Reasons for such Termination shall be left to the sole discretion of REMC Association and may include, but are not limited to (a) REMC Association no longer needs the services or Products specified in the Contract, (b) relocation of office, program changes, changes in laws, rules, or regulations which make implementation of the Contract no longer practical or feasible, and (c) unacceptable prices for additional services requested by REMC Association. REMC Association may terminate the Contract for its convenience, in whole or part, by giving the Vendor written notice thirty (30) days prior to the date of Termination. If REMC Association chooses to Terminate the Contract in part, the charges applicable under the Contract shall be equitably adjusted to reflect those Products or services that are Terminated.

Rationale: HP requires an exception to provide for a mutual termination for convenience right. HP proposes the following modification: Termination for Convenience – Either party may Terminate the Contract for its convenience in whole or part upon sixty (60) days written notice. Any Termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Customer to indemnification by the Vendor, 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.

REMC acknowledges.

2.311 Rights Upon Termination

If the Contract is terminated for any reason prior to Expiration, Vendor agrees to provide for up to three (3) months after the Termination date, all reasonable assistance requested by REMC Association/REMC SAVE to facilitate the orderly transfer of the Contract. Such assistance will be deemed by the parties to be governed by the terms and conditions of the Contract and shall be at no additional charge to REMC Association/REMC SAVE. Notwithstanding the foregoing, the Vendor agrees to maintain the same cost and terms and conditions for all Customers as agreed to under the Contract until Customer Contract Term expires.

Rationale: HP proposes removing this provision as this is a transactional engagement and transition assistance is not applicable.

REMC acknowledges.

2.312 Expiration Assistance

When Contract expires, Vendor agrees to maintain the same cost and terms and conditions for all Customers as agreed to under the Contract until the Customer Contract Term with that particular Customer expires.

Rationale: HP proposes deleting this provision for the following reason. In the event the contract resulting from this ITB expires and is not renewed, the parties’ contract would no longer be an active purchasing vehicle. As a result, REMC members would need to purchase under other viable REMC contracts.

REMC acknowledges.

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

3.105 Product Numbering

Bid specification numbers are only used through the bidding process. Upon award of the Contract, Vendor is required to utilize REMC item numbers for the REMC Contract Term. REMC item numbers are in the format 26xxxx.

Rationale: This explains that only HP part numbers will be used for the proposed products. Due to the wide array of HP Manufacturer products, only HP part numbers are available for all products proposed in this response. When Order Management receives a purchase order, if the Manufacturer parts are not listed, it can delay the order process.

REMC acknowledges.

DRAFT CONTRACT EXCEPTIONS Draft Contract Section

Current Text Exception or Proposed Text

IV. CONTRACTUAL TERMS AND CONDITIONS, A. General Indemnification

IV. CONTRACTUAL TERMS AND CONDITIONS A. General Indemnification. Vendor agrees to indemnify, defend and hold harmless REMC Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, administrators, employees, agents, successors and assignees, from and against any and all claims, costs, counter- claims, suits, debts, demands, actions, judgments, liens, liabilities, costs, expense and damages, including actual attorney’s fees and actual expert witness fees arising out of the: (i) grossly negligent acts or willful misconduct of Vendor, its officers, directors, employees, successors, assignees and agents; (ii) any material breach of the terms of this Contract by Vendor, its officers, directors, employees, successors, assignees and agents; or (iii) any material breach of any representation or warranty or representation by Vendor, its officers, directors, employees, successors, assignees and agents under the Contract. REMC Association agrees to notify Vendor by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which it may be entitled to indemnification.

Rationale: Vendor requires authority to defend the claims it shall be liable for. HP proposes the following modification: IV. CONTRACTUAL TERMS AND CONDITIONS A. General Indemnification. Vendor agrees to indemnify, defend and hold harmless REMC Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, administrators, employees, agents, successors and assignees, from and against any and all claims, costs, counter-claims, suits, debts, demands, actions, judgments, liens, liabilities, costs, expense and damages, including actual attorney’s fees and actual expert witness fees arising out of the: (i) grossly negligent acts or willful misconduct of Vendor, its officers, directors, employees, successors, assignees and agents; (ii) any material breach of the terms of this Contract by Vendor, its officers, directors, employees, successors, assignees and agents; or (iii) any material breach of any representation or warranty or representation by Vendor, its officers, directors, employees, successors, assignees and agents under the Contract. REMC Association agrees to notify Vendor by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which it may be entitled to indemnification and to grant Vendor sole defense of such claims, suits, actions or proceedings.

REMC cannot accept. HP agrees to revert to original language

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

IV. CONTRACTUAL TERMS AND CONDITIONS, B. Intellectual Property Indemnification

B. Intellectual Property Indemnification. Vendor warrants that its provision of Products or performance of its services under this Contract does not infringe on or violate any copyright patent, trade secret or other property interest of a third party. Vendor agrees to indemnify, defend and hold harmless REMC Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, employees, agents, contractors, successors and assignees, (“The Members”) from and against any and all liabilities, damages, costs and expenses, including reasonable attorney fees, incurred in connection with any claim or suit brought against The Members and/or arising from any claims of violation of any copyright, patent or trade secret by any third party resulting from The Members’ use of any Products, software, technology, documentation and/or any other materials, documents, writing, publications, software, recording or procedure, whether in written, video, audio or other media format provided by Vendor under this Contract; provided that Vendor is notified in writing within thirty (30) days from the date The Members knew of such claim. The Members retain the right to offset against any amounts owed Vendor hereunder or any such monies expended by the Members in defending themselves against such claims.

REMC acknowledges.

Rationale: HP does not provide a warranty for IP infringement. HP instead provides an IP indemnification in line with industry standards. HP proposes the following modified language: B. Intellectual Property Indemnification. Vendor shall indemnify, defend and hold harmless REMC Association, its Board of Directors, in their official and individual capacities, REMC SAVE staff, Eligible Entities and Customers, their respective Boards of Education, in their official and individual capacities, employees, agents, contractors, successors and assignees, (“The Members”) from and against any and all liabilities, damages, costs and expenses, including reasonable attorney fees, to the extent that it is based on a claim that alleges that a Vendor- branded Product or Service as supplied under this Contract infringes upon the intellectual property rights of a third party; provided that Vendor is notified in writing within thirty (30) days from the date REMC Association or its Customers knew of such claim. If such a claim or action arises, or in the Vendor’s opinion is likely to arise, Vendor may, either procure for the REMC Association or its Customers 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 will be in addition to and not exclusive of other remedies provided by law.

2. Notwithstanding the foregoing, Vendor will not be liable under this section to the extent the infringement was caused by: i) Vendor modification of the infringing material where such modification is made specifically for REMC Association or its Customers, and where the REMC Association or its Customers have set forth the specific manner in which the modifications shall be made, as opposed to where the REMC Association or its Customers have requested modifications and given Vendor discretion over how to implement said modifications; ii) REMC Association or its Customers modification of the infringing material where such modification is not made under the direction of Vendor; iii) unauthorized use of the Product, Services and deliverables in a manner not contemplated by this Contract or as otherwise authorized by the Vendor in writing; iv) use of the Product, Services or deliverables in combination, operation, or use with other products in a manner other than as

Docusign Envelope ID: 9981DAB6-6D94-862C-80D3-88BFAE232A0F

2026-03-11T13:16:37-0700 Digitally verifiable PDF exported from www.docusign.com

REMC Contract

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