Printed 09/02/2025
PlanetBids
328
City of Fontana
Bus Pad (Transit stop improv) TDA 2023 (DE-25-182-CC), bidding on 08/28/2025 2:00 PM (PDT)
Printed 09/02/2025
PlanetBids
329
City of Fontana
Bus Pad (Transit stop improv) TDA 2023 (DE-25-182-CC), bidding on 08/28/2025 2:00 PM (PDT)
Printed 09/02/2025
PlanetBids
330
City of Fontana
Bus Pad (Transit stop improv) TDA 2023 (DE-25-182-CC), bidding on 08/28/2025 2:00 PM (PDT)
Printed 09/02/2025
PlanetBids
331
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 25-0547 Agenda Date: 10/14/2025
Agenda #: L. Category: Consent Calendar
FROM:
Innovation & Technology
SUBJECT:
Authorize the Renewal of Managed Print Services Agreement with HP Inc. for Citywide Printing, Maintenance, and Repair Services
RECOMMENDATION:
1. Approve and authorize the City Manager to execute a contract of the City’s Managed Print Services Agreement with HP Inc., under the NASPO ValuePoint Master Agreement and California Participating Addendum, to maintain the established fixed-rate structure.
2. Authorize the City Manager to execute any future amendments to the Managed Print Services Agreement, as needed, during the renewal period.
COUNCIL GOALS:
· Operate in a businesslike manner by improving services through the effective use of technology.
· Operate in a businesslike manner by correcting problems immediately.
DISCUSSION:
In November 2020, the City of Fontana entered into a Managed Print Services Agreement with HP Inc. under the NASPO ValuePoint cooperative purchasing program. This agreement standardized print services across all City departments and provided comprehensive coverage for multifunction copiers and printers, including toner, supplies, maintenance, and support.
With the initial term completed, the City is renewing the agreement to maintain the established fixedrate structure. Under the Maintenance Services and Support (MSS) program, services include toner and ink cartridges, maintenance kits, parts, preventative maintenance, and repairs to HP devices, remote monitoring software, and dedicated account management. Devices covered under the Essential Support (ES) program receive toner only, with repairs billed separately on a time-andmaterials basis.
This renewal is piggybacking on the NASPO ValuePoint Master Agreement for Copiers and Managed Print Services (No. 187822) and the California Participating Addendum (No. 7-24-70-46-02). These cooperative purchasing agreements were competitively bid nationally and provide pre-negotiated pricing, contract terms, and favorable service levels to participating agencies, eliminating the need for a separate City solicitation.
The NASPO agreement specifically requires that maintenance agreements include all parts, labor, City of Fontana Page 1 of 2 Printed on 10/7/2025
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File #: 25-0547 Agenda Date: 10/14/2025
Agenda #: L. Category: Consent Calendar
preventative maintenance, and service calls for covered devices, and HP must guarantee availability of repair parts for at least five years after acceptance of any device. Service levels for Fontana locations include priority four-hour onsite response times, ensuring that critical City operations remain supported without extended downtime.
Renewing this agreement ensures continuity of reliable, citywide print services - covering supplies, repairs, preventative maintenance, and full service coverage - at predictable, competitively sourced rates that support the operational needs of all departments.
FISCAL IMPACT:
Funds for these contracted services are available in the Innovation and Technology Department FY25-26 Adopted operating budget 10226303.
MOTION:
Approve staff recommendation
City of Fontana Page 2 of 2 Printed on 10/7/2025
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1 NASPO ValuePoint Master Agreement Terms and Conditions
For Multi-Function Devices and Related Software, Services and Cloud Solutions
A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration
State Purchasing & Contracts Office
1525 Sherman Street, 5th Floor
Denver, Co 80203
And
HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
Master Agreement Number: 187822
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 334
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2 Contents
MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................3 I. Definitions ...............................................................................................................................3 II. Parties and Term of the Master Agreement ............................................................................7 III. Order of Precedence...............................................................................................................8 IV. Participants and Scope ...........................................................................................................8 V. NASPO ValuePoint Provisions..............................................................................................10 VI. Pricing, Payment & Leasing ..................................................................................................12 VII. Ordering ................................................................................................................................14 VIII. Shipping and Delivery ...........................................................................................................16 IX. Inspection and Acceptance ...................................................................................................17 X. Warranty................................................................................................................................19 XI. Equipment Title .....................................................................................................................20 XII. Indemnification ......................................................................................................................21 XIII. Insurance ..............................................................................................................................22 XIV. General Provisions................................................................................................................24 SIGNATURE PAGE...............................................................................................................................30 EXHIBIT A – STATEMENT OF WORK..................................................................................................31 I. Product Overview..................................................................................................................31 II. Master Agreement Deliverables ............................................................................................32 III. Purchase and Lease Programs.............................................................................................42 IV. Contractor Responsibilities and Tasks ..................................................................................48 EXHIBIT B – SAMPLE D&A CERTIFICATE..........................................................................................57 EXHIBIT C – AUTHORIZED DEALER FORM .......................................................................................58 EXHIBIT D – AUTHORIZED DEALERS BY STATE..............................................................................59 ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT .........................................................60 ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT.............................................72 ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE..........................85 ATTACHMENT 4 – HP MPS SOW TEMPLATE....................................................................................94 ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW.................................95 ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE.96 ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER RETURN POLICY FOR DROP-SHIP EQUIPMENT............................................................................104 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 335
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3
MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD – A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement.
1.4 Accessory – A compatible item that is added to the Base Unit to enhance its capabilities and functions.
1.5 Attachment – Contractor’s Supplemental Documents which consist of the following:
1.5.1 Attachment 1 – HPFS Master FMV Lease Agreement
1.5.2 Attachment 2 – HPFS Master Lease Purchase Agreement
1.5.3 Attachment 3 – HP Maintenance Services Cost Per Copy Template
1.5.4 Attachment 4 – HP MPS SOW Template
1.5.5 Attachment 5 – HP Managed Supplies Delivery Agreement SOW Template
1.5.6 Attachment 6 – HP Maintenance Services Managed Cartridge Billing Template
1.5.7 Attachment 7 – HP State and Local Government and Education Customer Return Policy for Drop-Ship Equipment
1.6 Authorized Dealer – The Manufacturer’s authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer’s Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that include all standard Accessories and parts and excludes optional Accessories and/or software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day – Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. An FMV Lease also includes DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 336
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4 a discounted residual value in the Buyout to Keep amount.
1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments.
1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease.
1.14 Ceiling Pricing - Pricing that is established as a “not-to-exceed” amount; the maximum price Contractor may charge for Products, Services, and Supplies.
1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement.
1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessory. The original term of the lease is not modified as a result of a Coterminous addition.
1.17 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through this RFP.
1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as “Equipment.”
1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed.
1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance.
1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ownership of Purchasing Entity’s owned Device, often for a discounted amount.
1.22 Device Upgrade or Downgrade - A replacement of the Purchasing Entity’s existing leased Device, with a different Device, of either greater or lesser value. A new lease is then originated for the new Device, with the remaining lease payments on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor.
1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended.
1.24 Embedded Software - One or more software applications which permanently reside on a computing Device.
1.25 Energy Star - The U.S. Environmental Protection Agency’s standard for energy efficiency.
1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 337
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5 Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term.
1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity’s specified location.
1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities.
1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, 60, 72, 84, 96, 108 or 120 months) that a Purchasing Entity enters into a lease agreement.
1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options.
1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.
1.33 Legacy Device – A Device that was purchased or leased either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased or leased Devices.
1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity’s entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material.
1.36 Manufacturer - A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.37 Manufacturer’s Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product.
1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.
1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other.
1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 338
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6
1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer.
1.42 Normal Business Hours – Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded.
1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP’s may include Coin-Op equipment, empowering software etc.
1.44 OEM – The Original Equipment Manufacturer.
1.45 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS agreement/statement of work, Maintenance Agreement (i.e. maintenance services and support schedule), lease agreement etc. used by a Purchasing Entity to order the Products and Services.
1.46 Participating Addendum – A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).
1.47 Participating Entity - A state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
1.48 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.
1.49 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference.
1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects.
1.51 Private Label - Devices that are manufactured by one company and sold under a retailer’s brand name.
1.52 Product – Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement.
1.53 Published Price – The price that is posted on the Manufacturer’s website or in their pricing literature (e.g. not the Master Agreement contract price).
1.54 Purchasing Entity - A state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.
1.55 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.56 Remanufactured - The process of disassembling Devices known to be worn or defective DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 339
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7 that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
1.57 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.58 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity’s location.
1.59 Scanner - A Device that scans documents and converts it into digital data.
1.60 Segment - The various speeds that Devices are categorized by.
1.61 Services – The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, maintenance, MPS and software installation.
1.62 Service Base Location - The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians.
1.63 Service Call - An on-site Service technician visit due to Device error or malfunction.
1.64 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning.
1.65 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term.
1.66 Supplemental Documents – With the exception of software, end-user and click-wrap agreements, Contractor’s Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments.
1.67 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges.
1.68 Supporting Material – May include the following Contractor documents: Product lists, hardware of software specifications, data sheets and their supplements, and published warranties. These documents may be available to Purchasing Entity in hard copy, or by accessing a designated website.
1.69 Third Party – A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction.
1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes.
1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured.
II. Parties and Term of the Master Agreement
2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the “Lead State”), and HP Inc. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4 MFD’s, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 340
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8 Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein.
2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.
III. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity’s Participating Addendum (“PA”);
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions;
3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and
3.1.6 Contractor’s Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 341
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9 venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 342
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.
4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor’s response to the Lead State’s solicitation.
5.2.1.1 Contractor shall report on all actual Equipment sales, and on actual Service and Supply sales for purchased and leased equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 343
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11 irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
5.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Contractor’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 344
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12 Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual mostfavored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation based on nonuse or underutilization will not occur sooner than [two years] after execution of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws.
5.6 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.
VI. Pricing, Payment & Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed (“celling”) price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s).
6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 345
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13 Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information.
6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors in Contractor Price Lists may delay the approval process further.
6.1.4 Contractor may update their lease rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State’s sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans.
6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.
Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint.
6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing.
Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card at the time or Order placement with no additional charge.
For Products drop-shipped (a simple transactional purchase of hardware without installation, MPS or maintenance services), payments may be made via a purchasing card at the time of Order placement only. Contractor may suspend or cancel performance of open Orders or Services if a Purchasing Entity fails to make payments when due.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing provisions; however, it shall be at the discretion of each DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 346
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14 Participating State or Entity to accept these terms, reject these terms, or further negotiate the terms with the Contractor, as long as those negotiations don’t fall outside the original scope of the RFP or the Master Agreement.
For example: The maximum lease term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this.
VII. Ordering
7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.
7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum.
7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered.
7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.
7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 347
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15 Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number or email address, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method.
7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity.
7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.
7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame.
7.13 All software Orders shall reference the Manufacturer’s most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalation procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns.
7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements:
7.16.1 The internet-based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity’s designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed; DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 348
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16
7.16.3 If Contractor’s electronic catalog will either be hosted on or accessed through the Participating State’s eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system;
7.16.4 All information made available through the Participating State or Entity’s eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item. Contractor’s request to substitute shall explain how the substituted Product compares with the out-ofstock item. Any substitute Product offered must be on the Contractor’s Master Agreement Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
7.20 Supplemental Documents. All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent that they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA’s), clickwrap agreements, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed.
VIII. Shipping and Delivery
8.1 Shipping Terms. All Products must be shipped F.O.B. destination, standard freight prepaid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise indicated in a Participating Addendum.
8.1.1 Notwithstanding the above, and subject to section 8.5 and 8.6 below responsibility and liability for loss or damage will pass to the Purchasing Entity upon delivery of the Product, except as to latent defects, fraud, and Contractor’s warranty obligations.
8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 349
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17
8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder.
8.4 Software Installation. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code.
9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor to invoice for the Device(s).
9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 350
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18 Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Contractor agrees to permit duly authorized agents and employees of the Lead State or other Participating or Purchasing Entities to enter Contractor’s facilities for the purposes described in this section 9.6, during normal working hours with reasonable written notice, accompanied by duly authorized agents or employees of Contractor. The parties agree that Lead State or other Participating or Purchasing Entities will not be permitted access to any Contractor areas involved in research and development or that contain confidential, proprietary, trade secret documents/information, protected health information (PHI), or personally identifiable information (PII).
9.6.1 Devices that do not meet Contractor specifications may be rejected within the 5-day period specified in section 9.5. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device rejected and returned, or for which Acceptance is revoked.
9.7 Failure to Conform. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of services performed.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met.
9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.
9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 351
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19 of performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of ninety (90) days for purchased and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices.
10.3 Devices that are sold under the resulting Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications.
10.4 Devices shall be in good working order, free from any defects in material and workmanship, and conform to Contractor specifications.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection.
10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State.
10.9 Contractor warranty, service, and maintenance obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device;
10.9.3 The Device is relocated to any place where Contractor Services are not available;
10.9.4 Improper use, site preparation, or site or environmental conditions or other noncompliance with applicable Supporting Material;
10.9.5 Improper system maintenance or calibration not performed by Contractor and/or their Authorized Dealer;
10.9.6 Failure or functional limitations of any non-Contractor software or Product impacting systems receiving Contractor support or Service;
10.9.7 Malware (e.g. virus, worms, etc.) not introduced by Contractor and/or their Authorized Dealer; and
10.9.8 Abuse (meaning care less than a reasonable person would take in use of a similar asset), negligence (as this term is legally defined), accident (damage that is not inflicted on purpose and is not caused by the normal wear and tear in use of a DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 352
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20 product), fire or water damage, electrical disturbances, damage that takes place in or related to the transportation of a Product by a Purchasing Entity, or other causes beyond Contractor’s control.
10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. Purchasing Entity agrees to provide prompt notice of any such Service concerns and Contractor will re-perform any Service that fails to meet this standard.
10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased or leased under the Contractor’s Master Agreement.
10.12.2 This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor’s Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum.
10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty.
10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer’s published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a new Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity.
10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.
XI. Equipment Title
11.1 Conveyance of Title. Contractor, or if applicable, Third-Party leasing company, shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon:
11.1.1 Purchasing Entity up-front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity.
11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 353
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21 perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.
11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify, settle, and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property to the extent caused by any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product supplied under the Master Agreement, or its use, infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").
12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product; and
12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function.
12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. The Contractor shall promptly and reasonably investigate and defend any Intellectual Property Claim, and it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.
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12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails its affirmative obligation to defend or settle the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. However, the Contractor must consent in writing to any settlement and any associated fees, costs, expenses, and monetary damages for which it may be responsible.
12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.
XIII. Insurance
13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its Participating Addendum.
13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:
13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision.
13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate.
13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and nonowned), with a minimum limit of $1,000,000 each accident combined single limit.
13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 355
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13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that:
13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured’s, and;
13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection.
13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation.
Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
13.6 Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
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13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
14.1.4 The disclosure of records in Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating Entity that placed the Order. Records will be retained longer if required by Participating Entity’s law.
14.1.5 Contractor will be advised with reasonable prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to affect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor to the extent such limitations and assurances are not in conflict with Participating Entity’s governing laws. In no event will Contractor be required to provide Participating Entity or its auditor with access to Contractor’s internal Products/Services labor and cost data, or data related to employees or other customers of Contractor to the extent it is not in conflict with Participating Entity’s governing law.
14.2 Confidentiality, Non-Disclosure, and Injunctive Relief DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 357
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14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.
14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).
14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information.
14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.
14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.
14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 358
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26 accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information.
14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of the performance of this Master Agreement.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of Section
14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
14.3 Assignment/Subcontracts
14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.
14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
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14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless otherwise limited or stated in the Participating Addendum.
Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, acts of war which are beyond that party’s reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading;
14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) business days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 360
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28 crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.
14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;
14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; and
14.8.3.5 Suspension of Contractor’s performance.
14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, Contractor, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, Contractor, or Purchasing Entity must be in writing. Waiver by the Contractor, Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order.
14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 361
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29 contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court.
This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
14.12 Governing Law and Venue
14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado.
14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court (“USDC”). Pursuant to Fed. R. Div. P. 40, Assignment of Cases for Trial, the USDC shall give priority to actions entitled to priority by a federal statute.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as they apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof.
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT
* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.
CONTRACTOR
HP Inc.
By:
Title:
By:
_____________________________________________
*Signature
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director
By:
______________________________________________
John Chapman, State Purchasing Manager
Date: _________________________
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ___________________________________
Date: _____________________
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Colleen Lively
11/30/2023
Contracts Specialist
12/1/2023
12/4/2023
363
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31 EXHIBIT A – STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Groups and SubGroups:
1. Primary Products and Services:
Group Products and Services
A A3 MFD – OEM only
B A4 MFD – OEM and Non-OEM
D Single-function Printers – OEM and Non-OEM
E Large/Wide Format Equipment – OEM and Non-OEM
F Scanners – OEM and Non-OEM
G Software – OEM and Non-OEM
H Supplies (consumable) – OEM and Non-OEM
I Managed Print Services
2. Ancillary Products and Services:
SubGroup Products and Services
G1 Software Related Services
D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4.
E. Contractor may provide MPS under any Group, regardless of whether they have been awarded that Group. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. Further, Contractor is not permitted to provide (e.g. sell or lease) Devices under any Group they have NOT been awarded.
F. Contractor may add, remove or modify Products and Services on their Price Lists once per calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 364
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32 regarding pricing.
G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer’s Lab.
II. Master Agreement Deliverables
A. Primary Product and Service Offerings
1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows:
Group A – MFD, A3
Segment PPM
2 20 – 30
3 31 – 40
4 41 – 50
5 51 – 60
6 61 – 70
7 71 – 90
Group B – MFD, A4
Segment PPM
1 Up to 20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+
Group D – Single-function Printers
Segment PPM
1 Up to 20
2 21 – 40
3 41 – 60
4 61+
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33 Group E – Large/Wide Format Equipment
Segment A1 or D Size
PPM*
Width –
Office
Width - Industry
Low 0 – 3 24” – 44” 46” and higher
Medium Low 4 - 9 24” – 44” 46” and higher
Medium High 10 - 19 24” – 44” 46” and higher
High 20+ 24” – 44” 46” and higher
*Speeds denoted above are based on b&w output
Group F - Scanners
Segment PPM
1 10 – 29
2 30 – 49
3 50 – 69
4 70 – 89
5 90 – 110
6 111 – 130
7 131+
2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities:
2.1 Group A – MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11” x 17”; and
v) Bypass paper supply, if applicable for Segment.
2.2 Group B – MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2” x 14”; and
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 366
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34 e. Envelope adjustment capability.
2.3 Group D – Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.4 Group E – Large/Wide Format Equipment
a. Hard-Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection – a built-on sensor detects the size of the original and the proper media size is then selected.
2.5 Group F – Scanners
a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.
3. Device Standards. Devices must meet the following requirements:
3.1 Group A Base Units are OEM only.
3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.
3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.
3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List.
3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D and E Devices only) within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity’s location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity.
3.6 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement.
3.7 Devices, when installed, and if available, must be set-up to receive automatic DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 367
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35 software updates and patches.
3.8 Device specifications must be published on the Contractor website.
3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer’s website.
3.10 Devices must maintain a PPM speed, according to Segment classification.
3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper).
4. Device Exceptions
4.1 Group B, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled.
4.2 Group F is not required to be EPEAT registered or Energy Star compliant.
4.3 Digital Duplicators may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate.
4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs.
5. Accessories
5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device.
5.2 Contractor may also maintain a separate price list for Accessories for Base Units that have been discontinued. The pricing must be based on the same discount offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.
5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions.
6. Group G - Software
6.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned or leased Device.
6.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36
6.3 Contractor may provide OEM and/or Third Party software.
6.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers.
6.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict the language in the Master Agreement, and unless otherwise stated in a Participating Addendum.
6.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patches and any updates.
b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities.
g. Contractor shall provide a web-based or toll-free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions.
7. Group H – Supplies (consumable)
7.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices.
The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement.
7.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, D and F, as well as Sub-Group D1. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 369
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37 d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
l. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.
7.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be biobased.
7.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge.
8. Service Offerings
8.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects.
d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 370
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38 management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Attachment 4, HP MPS Sow Template, and it must be approved by both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back-file conversion; mail-room Services);
ii) Cost-based Assessment (e.g. asset mapping; end-user survey; detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; onsite break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/change Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull-print, enterprise content management; automated workflow; capture and route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 371
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39 under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation.
8.2 Maintenance Agreements. No Maintenance Agreement shall be subject to automatic renewals.
a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, and D.
ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, and D.
Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a flat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any Accessories.
x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11”x17” impressions may be counted as one (1) click or two (2) clicks on Group A Devices.
xii) A two-sided document shall be counted as two (2) clicks. xiii) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Maintenance Agreement (e.g. 24, 36, 48 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as long as the pricing does not exceed Master Agreement rates.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 372
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40 ii) For leased Devices, the total Maintenance Agreement term shall be equal to the term of the lease (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months on Group A, Group B, Group D, Sub-Group D1, Group E, and Group F Devices. c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP-NP-18-001) or Master Agreement (3091), then section II.A (9.2)(h) shall apply. d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet.
ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor’s online portal, or through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an upfront purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included.
g. Leased Devices
i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 373
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41 Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP-NP-18-001), Master Agreement (3091), or via any other means, providing the following conditions are met:
1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements as outlined in sections II.A (9.2)(f) and II.A (9.2)(g). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels.
iii) If the Device has been at the Purchasing Entity’s location for less than five (5) years, then Maintenance Agreement pricing shall not exceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) year mark. Refer to section II.A (9.2)(h)(iv) below for additional information.
iv) If the Device has been at the Purchasing Entity’s location for more than five (5) years, then Maintenance Agreement pricing shall not exceed 120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub-Group Categories. The following Products and Services are sub-groups of the Primary Product and Service Offering Groups.
1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G – Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content management); and
b. Industrial Print solutions (back-file conversion, enterprise content management).
1.2 Sub-Group D1 – Specialty Printers. This is a sub-group of Group D – SingleFunction Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 374
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42 f. Cable printers.
2. Sub-Group Category Discounts. Products in Sub-Group D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non-OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group D.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Services offered under the Master Agreement. NSP items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items; c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity.
3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum.
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a “lowest” discount.
III. Purchase and Lease Programs
A. Acquisition Methods. Contractor may offer the following:
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 375
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43 Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease
Capital Lease 24, 36, 48 and 60 months
Straight Lease
1. All Devices on Contractor’s Price List may be purchased or leased, either as a packageddeal, or stand-alone item.
B. Device Trade-In
1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase or lease Order.
2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees.
C. Lease Rates
1. Contractor may elect to include property tax in their lease rates, or they may bill the Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed throughout the Initial Lease Term, regardless of whether the Contractor had increased their lease rates in the Master Agreement Price Lists. If Contractor has decreased their lease rates in their Price Lists, then they may extend that lower rate to the Purchasing Entity.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease rates listed in the most recent Price Lists posted on the NASPO ValuePoint website.
5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter.
6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease type being proposed, and how that margin is determined; and
b. The methodology for determining the 48 month base rate if a 4-year rate is not published.
6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. The calculation for the Coterminous DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 376
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44 lease rates must adhere to the following methodology:
For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity.
D. Leasing Overview
1. All lease programs shall remain with the Contractor or Authorized Dealer through an inhouse leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing Entity can use them. It will be at the discretion of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, will still be the responsibility of the Contractor.
2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states’ Participating Addendum.
3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in any Particpating Addendum or Order.
4. A lease agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the termination of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply.
5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs.
10. The maximum term on any Initial Lease Term shall be 60 months.
11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice.
14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term will automatically terminate at the end of the 12-month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12-month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance).
E. Leasing Options
1. FMV Lease
1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.
2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Device.
3. Straight Lease
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46
3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device up.
F. Leasing Terms and Conditions
1. Possession and Return of Leased Devices
1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease agreement; b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Device, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order.
1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate.
The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on a Straight Lease.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or Downgrade on a lease at anytime throughout the term of the lease agreement. The Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments.
6. Non-appropriation of Funds. The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity’s funding sources are not available.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease agreement without Contractor’s prior written consent (which consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor’s interests in the Device and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event, the assignee (the “Assignee”) will have such rights as Contractor assigns to them, but none of Contractor’s obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor.
7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity.
8. Early Termination Charges
Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less.
9. Default. Each of the following is a “default” under these lease terms:
9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date;
9.2 Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease terms, and this failure continues for forty-five (45) days (or as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 380
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48 otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor’s assets; or
9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity’s assets.
10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity;
10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor’s bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the lease agreement;
b. All unpaid payments for the remainder of the lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements.
IV. Contractor Responsibilities and Tasks
A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements:
2.1 End-User Training
a. Purchasing Entity may request an initial one-hour training session for each Device ordered under the Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On-site, web-based, or on-line. The delivery method selected for each Device will be at Contractor’s sole discretion. Purchasing Entity should be advised that while this initial one-hour of free training shall be provided by Contractor at Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one-hour training session DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 381
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49 for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price.
c. If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity’s request.
d. Contractor may offer additional on-site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement.
e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement.
f. Contractor shall provide Device literature, user-manuals, and access to online resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, D, E, and Sub-Group D1, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours. h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity’s request for assistance, providing such request, and subsequent support, falls within normal business hours.
2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer’s suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices.
2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 382
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50 inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off-site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity’s Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied under any resulting Master Agreement, must conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity:
Service
Zone Definition Response Time
Urban Within 60 miles 4 - 6 Hours
Rural 60 – 120 miles 1 - 2 Business Days
Remote
120+ miles, or only
accessible by plane or
by boat
4 – 5 Business Days
b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity’s location, with the following exception:
i) If Contractor is drop-shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days.
c. Contractor may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device.
b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and reinstalling Device.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 383
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51 b. Contractor may charge for this Service based on the following table:
Service
Zone
Distance from current
placement of Device Charge
1 Within the same building No Charge
Allowed*
2 Up to 50 miles from building in
which Device is currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
3 More than 50 miles from building
in which Device is currently
placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
*Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity’s demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone
1. c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame.
e. Contractor is required to offer Device relocation services for all leased equipment.
3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor’s requested time-frame.
3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate.
3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date.
3.4 Failure on the Contractor’s part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month’s invoice.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 384
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52 b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity’s Participating Addendum.
4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable; and
iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following:
1.1 Master Agreement Contract Administrator – shall be the Lead State’s primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master Agreement;
1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager – shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and
1.4 National Service Manager – shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor’s operations, as well as strategic planning of the Service department.
2. Single Point of Contact. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 385
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53 well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours.
5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate.
6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back-orders, pricing, Product availability, Product information, and account and billing questions.
C. Authorized Dealers
1. Contractor can engage Authorized Dealers to provide Products and/or Services.
2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers comply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions.
3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer.
6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.
In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permitted to use a Dealer that has not been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 386
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54 State or;
7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group D, SubGroup D1, Group E, and Group F.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase or lease.
3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A and B may be converted to a purchase or lease, providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined);
3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and
3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model.
4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Entity’s location. Such rates shall not exceed current market standards.
E. Device Installation Requirements
1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 387
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55
3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum.
4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings.
5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer.
6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device.
7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition.
F. Security Requirements
1. Network and Data Security
1.1 Devices may be configured to include a variety of data security features. The setup of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement.
1.2 Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed.
1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity’s Participating Addendum.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum.
3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in the NIST Computer Security Incident Handling Guide, which can be downloaded at https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall include, at a minimum, breach detection, breach notification, and breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach.
4. Authentication and Access
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 388
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56
4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features.
4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method may not be maintained within the Device’s memory.
4.4 Access to the Device’s administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation.
5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or
5.2 At the Participating State or Entity’s discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity’s location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive.
5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum.
5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement.
5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non-removable hard drive, section IV.I (5.1) shall apply.
5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met.
G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 389
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57 EXHIBIT B – SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO.
AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.
WITH Insert Name of Contractor
To: Insert Name of Contractor or Authorized Dealer
Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order.
Insert name of Purchasing Entity
By:
Title:
Date:
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 390
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58 EXHIBIT C – AUTHORIZED DEALER FORM
Manufacturer Name: _________________________________
(Check one)
The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint MultiFunction Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll-Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed: ________________________________________ Date: _____________ (Contractor Representative)
Signed: ________________________________________ Date: _____________ (Authorized Dealer Representative)
________________________________________
(Print First and Last Name of Authorized Dealer Representative) DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 391
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59 EXHIBIT D – AUTHORIZED DEALERS BY STATE
Exhibit D -
Authorized Dealers by State.xlsx
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 392
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60 ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT
Master Lease Agreement Number ___________________
Lessee’s Organization Number _______________
Lessee’s Tax Identification Number ______________
Lessee’s UCC Section 9-307 Location __________________
STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV)
LEASE AGREEMENT
This State and Local Government Master FMV Lease Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Master Lease Agreement”), dated as of _________, is entered into by and between Hewlett-Packard Financial Services Company1, a Delaware corporation (“Lessor”), and ____________, ____________, an agency, department, institution of higher education, or political subdivision of the State of ____ (“Lessee”). Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 30.
1. PURPOSE OF MASTER LEASE AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and conditions upon which Lessor shall lease to Lessee, and Lessee shall lease from Lessor, items of Hardware, Software or both (such Hardware and Software being collectively referred to as “Equipment”).
2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows:
(a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusively evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics) the items of Equipment to be leased under such Lease Schedule (other than items of System Software, which shall be deemed to be items of Software leased under the Lease Schedule pursuant to which the related items of Hardware are leased). Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms. (b) Acceptance; Initial Term of Leases. Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Initial Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the period described in the applicable Lease Schedule unless a Non-appropriation shall have occurred. (c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Lease Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoice Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease , as adjusted pursuant to this paragraph. (d) Payment by Lessor. Within 30 days after Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certificate, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the Acceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 13 hereof, (2) an opinion of Lessee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (3) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay to the Contractor for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default.
3. ACCEPTANCE OF EQUIPMENT.
(a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably practicable after the delivery thereof to Lessee. (b) Acceptance Certificate. Upon the satisfactory inspection of the Equipment by Lessee, or if acceptance requirements for such Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditionally and irrevocably accept the Equipment by executing and delivering to Lessor a properly completed Acceptance Certificate in substantially the form of Exhibit B.
4. LESSEE’S END-OF-LEASE-TERM OPTIONS. Lessee shall have the following options in respect of each Lease at the end of each of the Initial Term, any Renewal Term and any optional extension of the Initial Term or any Renewal Term:
a. Purchase Option. As an accommodation to Lessee, Lessor agrees to provide Lessee with notice ninety (90) days prior to the expiration of the Initial Term that an End-of-Term Notice from Lessee is due; provided, however, that Lessor’s failure to provide Lessee with said notice shall not be deemed to have relieved Lessee of any of Lessee’s obligations or liabilities under this Lease Schedule or the Master Lease Agreement. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term, to purchase any or all Units of Equipment then
1 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 393
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61 subject to such Lease (other than items of Software that may not be sold by Lessor under the terms of any applicable License Agreement) for an amount equal to the Fair Market Value of such Units of Equipment as of the end of the Then Applicable Term, provided no Lessee Default shall have occurred and be continuing. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the last day of the Then Applicable Term. If Lessee shall have so elected to purchase any of the Units of Equipment, shall have so paid the applicable purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement, then on the last day of the Then Applicable Term (1) the Lease with respect to such Units of Equipment shall terminate and, except as provided in Section 26, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Units of Equipment, and (2) Lessor shall transfer all of its interest in such Units of Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event Lessor and Lessee are unable to agree on the Fair Market Value of any Units of Equipment, Lessor shall, at Lessee’s expense, select an independent appraiser to conclusively determine such amount.
b. Reserved.
c. Return. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term, to return any or all of the Units of Equipment then subject to such Lease Schedule in accordance with Section 10 of this Master Lease Agreement.
IF LESSEE SHALL HAVE DELIVERED TO LESSOR AN END-OF-TERM NOTICE BY THE DATE SET FORTH HEREIN WITH RESPECT
TO A LEASE, BUT SHALL HAVE SUBSEQUENTLY FAILED TO COMPLY WITH ITS OBLIGATIONS ARISING FROM ITS ELECTIONS SPECIFIED THEREIN (E.G., LESSEE SHALL HAVE FAILED, ON OR BEFORE THE LAST DAY OF THE THEN APPLICABLE TERM (1) TO PAY LESSOR THE PURCHASE PRICE FOR EQUIPMENT TO BE PURCHASED IN ACCORDANCE WITH SECTION 4(A) ABOVE, OR (2)TO RETURN TO LESSOR EQUIPMENT TO BE RETURNED IN ACCORDANCE WITH SECTION 4(C) ABOVE), THEN
LESSEE SHALL CONTINUE TO PAY TO LESSOR RENT IN AN AMOUNT EQUAL TO THE MONTHLY RENT PAYMENT IN EFFECT
DURING THE INITIAL TERM (OR THE APPROPRIATE PRO RATA PORTION OF THE RENT PAYMENT THEN IN EFFECT IN THE
CASE OF RENT PAYABLE OTHER THAN ON A MONTHLY BASIS), ON A MONTH TO MONTH BASIS WITHOUT ANY ADDITIONAL NOTICE OR DOCUMENTATION UNTIL THE MUTUALLY AGREED UPON RETURN DATE OF THE EQUIPMENT. ALL OTHER PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE LEASE SCHEDULE SHALL CONTINUE TO APPLY.
NOTWITHSTANDING ANY OF THE PROVISIONS OF THIS SECTION 4 TO THE CONTRARY, IF ANY LESSEE DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT ANY TIME DURING THE LAST 90 DAYS OF THE THEN APPLICABLE TERM OF ANY LEASE
SCHEDULE, LESSOR MAY CANCEL ANY RENEWAL TERM OR OPTIONAL EXTENSION OF THE THEN APPLICABLE TERM IMMEDIATELY UPON WRITTEN NOTICE TO LESSEE.
5. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the amounts specified in the applicable Lease Schedule on the due dates specified in the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 15 days of its due date, at the rate of 1% per month (or such lesser rate as is the maximum rate allowable under applicable law). Lessee will make provision for such payments in budgets submitted to its governing body for the purpose of obtaining funding for the payments.
6. LEASES NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT EACH LEASE HEREUNDER SHALL BE NON-CANCELABLE (EXCEPT AS SET FORTH IN SECTION 7 HEREOF),
AND THAT EACH LEASE HEREUNDER IS A NET LEASE (SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUPMENT). LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE
HEREBY WAIVES ANY RECOUPMENT, CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO
ANY RENT OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS
REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE WILL
MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE.
7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due under any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence.
In the event of such termination, Lessee shall immediately cease all use of the Equipment, and shall immediately de-install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement).
Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions, including but not DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 394
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62 limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease.
8. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of the Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby Seller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees that it shall at all times during the Total Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY
SALESPERSON OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE.
9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee, for the Total Term of any Lease, all Equipment warranties provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties. In the event Lessee is precluded from enforcing any such warranty in its name, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery resulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear.
10. EQUIPMENT RETURN REQUIREMENTS. At any time Lessee is required to return Equipment to Lessor under the terms of this Master Lease Agreement or any Lease Schedule, Lessee shall cause the Contractor to de-install and make the Equipment available for pick-up pursuant to the terms and conditions stated in the applicable Lease Schedule. In the case of any item of Software or License Agreement subject to a Lease Schedule, at the time of the occurrence of a Non-Appropriation or a Lessee Default, Lessee shall also be automatically deemed to have reassigned any License Agreement, and all Software.
11. EQUIPMENT USE, MAINTENANCE, AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment and all costs related thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, condition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use. If Lessor shall have provided to Lessee any tags or identifying labels, Lessor shall affix and maintain in a prominent position on each item of Equipment such tags or labels to indicate Lessor’s ownership of the Equipment. Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Total Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider reasonably acceptable to Lessor. Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Equipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additions which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return.
12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. As between Lessor and Lessee, Lessor is the sole owner of the Equipment and has sole title thereto, Lessee shall not make any representation to any third party inconsistent with Lessor’s sole ownership of the Equipment.
Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or encumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to realty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from any building in which it is placed without any damage to the building or the Equipment. Lessee may permit use of the Equipment by its affiliates or independent contractors at the Equipment Location provided it does not relinquish possession and control of the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the applicable Lease Schedule to another of its locations within the State of the Equipment Location upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to such relocation. Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co-location or hosting facility if such third party shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lessor in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originally specified in the applicable Lease Schedule without Equipment; (ii) the primary employee remains in possession and control of the Equipment, and (iii) the primary employee’s principal office is the Equipment Location.
13. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 395
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63 conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self-insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidencing such insurance coverage throughout the Total Term of each Lease, and (b) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser rate as is the maximum rate allowable under applicable law).
14. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equipment as soon as reasonably practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 26, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) Lessee shall deliver to Lessor a bill of sale or other documentation, in either case in form and substance satisfactory to Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others.
Upon Lessor’s receipt of such payment of Stipulated Loss Value in full, or such bill of sale or other documentation, as the case may be, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11.
15. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Lease, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equipment, Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other transfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.
16. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all Claims arising directly or indirectly out of or in connection with any matter involving this Master Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct.
17. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any party acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Total Term of the related Lease.
18. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS”. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17, LESSOR MAKES
ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE; (B)
LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C) LESSOR DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 396
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64
SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE, LESSEE’S CUSTOMERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT
NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS
PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC (INCLUDING, BUT NOT LIMITED TO, LESSEE’S RIGHTS, CLAIMS AND DEFENSES UNDER UCC SECTIONS 2A-303 AND 2A-508 THROUGH 2A-522) AND THOSE RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT.
19. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee is an agency or department of, institution of higher education, or a political subdivision of the state in which it is located; (b) Lessee has the power and authority to enter into each of the Fundamental Agreements; (c) all Fundamental Agreements are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (d) there are no pending or threatened actions or proceedings before any court or administrative agency that could reasonably be expected to have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have been disclosed to Lessor and consented to in writing by Lessor; (e) Lessee shall comply in all material respects with all laws and regulations the violation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obligations under any Fundamental Agreement; (f) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (g) all financial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the assessment and collection of taxes and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that time and shall fairly present Lessee’s financial position as of the dates given on such statements; (h) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (i) the Equipment, subject to the Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of the Lease only by Lessee and only to perform such function; (j) Lessee intends to use the Equipment for the entire Term of the Lease and all Equipment will be used for business purposes only and not for personal, family or household purposes; (k) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with the Lease and the acquisition of the Equipment; (l) there has been no material change in the budget for Lessee’s current Fiscal Period since its adoption; (m) Lessee’s obligations to pay Rent and any other amounts due under the Lease constitute a current expense and not a debt of Lessee under applicable state law; (n) no provision of the Lease constitutes a pledge of the tax or general revenues of Lessee; (o) Lessee does not export, re-export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (p) Lessee does not use any Equipment, Software or system software or technology, technical data, or technical assistance related thereto or the products thereof in the design, development, or production of nuclear, missile, chemical, or biological weapons or transfer the same to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (q) Lessee is not an entity designated by the United States government or any other applicable government with which transacting business without the prior consent of such government is prohibited.
20. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default”) under this Master Lease Agreement and all Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or breaches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule; or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee (and if such proceeding is involuntary, it is not dismissed within 60 days after the filing thereof) or Lessee takes any action to authorize any of the foregoing matters; or (g) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor); or (h) any Equipment is levied against, seized or attached.
21. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminate this Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a termination of any Lease; or (d) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to make the Equipment available to return as specified in Section 10 above or (e) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 397
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65 expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surrender of any Equipment, Lessor will lease, sell or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor under this Master Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equipment in excess of the amounts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule, Lessee acknowledges and agrees as follows: (i) Lessee shall cause Contractor to prepare the Equipment or any other Collateral for disposition, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Collateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.
22. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, and shall be paid to Lessor by Lessee immediately upon demand.
23. TRUE LEASE; SECURITY INTEREST; MAXIMUM RATE. Each Lease is intended to be a “Finance Lease” as defined in Article 2A of the UCC, and Lessee hereby authorizes Lessor to file a financing statement to give public notice of Lessor’s ownership of the Equipment.
The parties’ intent that each Lease be a “Finance Lease” within the meaning of Article 2A and the UCC shall have no effect on the characterization of any Lease for accounting purposes, which characterization shall be made by each party independently on the basis of generally accepted accounting principles in the United States in effect at the time. Lessee, by its execution of each Lease Schedule, acknowledges that Lessor has informed it that (a) the identity of Seller is set forth in the applicable Lease Schedule, (b) Lessee is entitled under Article 2A of the UCC to the promises and warranties, including those of any third party, provided to Lessor in connection with, or as a part of, the applicable Purchase Documents, and (c) Lessee may communicate with Seller and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. If (1) notwithstanding the express intention of Lessor and Lessee to enter into a true lease, any Lease is ever deemed by a court of competent jurisdiction to be a lease intended for security, or (2) Lessor and Lessee enter into a Lease with the intention that it be treated as a lease intended as security by so providing in the applicable Lease Schedule, then to secure payment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, Lessee hereby grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, substitutions, products, replacements, rentals and proceeds (including, without limitation, insurance proceeds) thereto as well as a security interest in any other equipment financed pursuant to this Master Lease Agreement or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions contained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of the maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency exceeds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Master Lease Agreement and all Lease Schedules.
24. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its interest in this Master Lease Agreement, any Lease Schedule, or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transferee, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease, (b) have the right to receive from Lessee all amounts due under the applicable Lease; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to such assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless otherwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under the applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall determine. Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 24 unless Lessee otherwise agrees in writing.
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25. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including legal fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the information set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing.
26. TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the execution hereof by both parties and shall continue in effect until terminated by either party by 30 days prior written notice to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights and privileges under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable by Lessor and Lessor’s successors and assigns.
27. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH
RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT.
28. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):
If to Lessor:
Hewlett-Packard Financial Services Company
200 Connell Drive, Suite 5000
Berkeley Heights, NJ 07922
Attn: Director of Operations North America
Fax: (908) 898-4109
If to Lessee:
__________________________________________
__________________________________________
__________________________________________
Attn: ____________(“Authorized Lessee Representative”)
Fax:
29. MISCELLANEOUS
(a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION. (b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience only and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated. (d) Entire Agreement; Amendments. This Master Lease Agreement and any related Fundamental Agreements executed by both Lessor and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.
(e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidiary thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease shall be binding upon and shall inure to the benefit of such entity executing such Lease as lessor, as well as any successors or assigns of such entity. Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course of administering the Material Agreements to any parent or affiliate of Lessor.
(g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule. (h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good faith to be genuine. Lessor may assume that any employee of Lessee who executes any document or gives any written notice, request or instruction has the authority to do so.
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30. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this Master Lease Agreement referred to below:
“Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B executed by Lessee and delivered to Lessor in accordance with Section 3.
“Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance with Section 3.
“Authorized Lessee Representative” has the meaning specified in Section 28. “Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Casualty Loss” means, with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair of such Equipment.
“Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in question (“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months or greater, but less than 36 months; 30% for Equipment having an Initial Term of 36 months or greater, but less than 48 months; and 25% for Equipment having an Initial Term of 48 months or greater.
“Claims” means all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort.
“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 23.
“Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule (calculated on the basis of a 360 day year and 30 day months). “End-of-Term Notice” means, as to any Lease Schedule, a written notice delivered by Lessee to Lessor at least 30 days prior to the end of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term setting forth Lessee’s elections pursuant to Section 4 with respect to the Equipment subject to such Lease Schedule. Each End-of-Term Notice shall specify on a line item basis and in the same format as the Equipment is described in the applicable Lease Schedule (or if different, in the applicable Acceptance Certificate) the Units of Equipment to be purchased by Lessee (if any), as to which the Lease is to be renewed (if any) and that are to be returned to Lessor (if any).
“Equipment” has the meaning specified in Section 1.
“Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable.
“Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an informed and willing buyer (other than a used equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location.
“Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to the Initial Term of such Lease Schedule is due, as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as part of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master Agreement Number _______ with Lessee as the Participating Entity and all Material Agreements. “Hardware” means items of tangible equipment and other property. “Initial Term” means, as to any Lease, the initial term thereof as specified in the related Lease Schedule. “Lease” has the meaning specified in Section 2(a).
“Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 20. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any technical information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor. “Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or other documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equipment relating to the purchase, ownership, use or warranty of such Equipment.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68 “Renewal Agreement” has the meaning specified in Section 4. “Renewal Term” has the meaning specified in Section 4.
“Rent” has the meaning specified in Section 5.
“Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which such programs are stored or written.
“State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent and other amounts due and owing with respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment. “Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item of Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances. “Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the context requires, any of them.
“System Software” means an item of Software that is pre-loaded on an item of Hardware purchased by Lessor for lease hereunder for which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software.
“Taxes” means all license and registration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments, charges and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income.
“Term” means the term thereof as specified in the related Lease Schedule. “Then Applicable Term” means, as to any Lease, the term of the Lease in effect at the time of determination, whether it be the Initial Term, any Renewal Term or any optional or other automatic extension of the Initial Term or any Renewal Term pursuant to Section 4. “Total Cost” means as to any Lease, the total acquisition cost to Lessor of the Equipment subject to such Lease as set forth in the applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any.
“Total Term” means, as to any Lease, the aggregate term of such Lease, including the Initial Term, any Renewal Term and any optional extension of the Initial Term or any Renewal Term pursuant to Section 4. “UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 401
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69 Exhibit A to Master Lease Agreement
Master Lease Agreement Number ______________
Lease Schedule Number _______________
COUNTERPART NO. _______ OF _______. TO THE EXTENT THAT THIS LEASE SCHEDULE CONSTITUTES CHATTEL PAPER (AS DEFINED ON THE UCC), NO SECURITY INTEREST IN THIS LEASE SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
STATE AND LOCAL GOVERNMENT MASTER FMV LEASE AGREEMENT
SCHEDULE
Hewlett-Packard Financial Services Company2 (“Lessor”) and _______________, an agency, department, institution of higher education, or political subdivision of the State of ________ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement.
1. LEASE.
A. Description of Items of Leased Equipment Total Cost
$
B. Initial Term: _________ Months.
2. RENT: $_______________
RENT is payable: «Frequency» in «Advance_or_Arrears»
If the Rent is due in advance, then the first Rent payment shall be due on the Acceptance Date. If the Rent is due in arrears, then the first Rent payment shall be due at the end of the first payment frequency period as selected above.
3. LATEST COMMENCEMENT DATE: ____________. Lessor’s obligation to purchase and lease the Equipment is subject to the Acceptance Date being on or before the Latest Commencement Date.
4. EQUIPMENT LOCATION: __________________________________________________________________________________
5. SELLER: _______________________________________________________________________________________________
6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________ are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other funds have been encumbered or designated for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.
ADDITIONAL PROVISIONS: With respect to this Lease Schedule only, Section 10 of this Master Lease Agreement is hereby replaced in its entirety with the following:
“10. EQUIPMENT RETURN REQUIREMENTS. As soon as practical following the last day of the Total Term of any Lease Schedule (and any other time Lessee is required to return Equipment to Lessor), but in no event later than thirty (30) days thereafter, Lessee shall cause the Contractor to (a) remove any Lessee labels, tags or other identifying marks and all hard drives or external drives containing identifying data of Lessee on or attached to the Equipment (b) carefully de-install the Equipment in accordance with the manufacturer's specifications and guidelines, and (c) make all of the Equipment available for Lessor’s pick-up at a loading dock at Lessee’s facilities, which must be accessible to a full size tractor trailer (individually each a "Designated Pick-up Location" and collectively the "Designated Pick-up Locations"). In the case of any item of Software to be returned to Lessor, Lessee shall also deliver to Lessor the original certificate of authenticity issued by the licensor of such Software, if any, the end user license agreement, any CD-ROM, diskettes or other media relating to such Software and any other materials originally delivered to Lessee with such Software. Tender of Equipment for return to Lessor shall be made at a mutually agreeable time during normal business hours and Lessee shall provide Lessor with not less than five (5) business days advance notice for any requested pick up. Lessor
2 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70 shall cause its authorized carrier to pack the Equipment, pick up the Equipment at the applicable Designated Pick-up Location, and to ship the Equipment, insured, to Lessor’s designated return facility. So long as the Designated Pick-up Location is within the State Lessee is located, and Lessee tenders Equipment under the Lease Schedule for pick-up of Equipment at each Designated Pick-up Location (“Minimum Pickup”), all actual charges from the Designated Pick-up Locations to Lessor’s return facility(ies) shall be borne by Lessor; provided, however, that, Lessee shall pay further return charges if any one or more of the foregoing assumptions in this sentence are not applicable as follows: a) in the event Lessee fails to tender the Minimum Pickup, Lessee shall pay a minimum charge of $______ ) which shall be payable by Lessee promptly upon Lessor’s demand therefor after the return of the Equipment into Lessor’s possession. All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee, reasonable wear and tear excepted.
7. FISCAL PERIOD: ___[Annual]_____________________
LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THIS MASTER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND
WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THIS MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71 Exhibit B to Master Lease Agreement
Master Lease Agreement Number ____________________
Lease Schedule Number _______________
STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV) LEASE AGREEMENT
ACCEPTANCE CERTIFICATE
Hewlett-Packard Financial Services Company3 (“Lessor”) and ________________, an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement (the “Master Lease Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. All capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement.
1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below.
Lessee authorizes Lessor to adjust the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule.
2. LESSEE ACKNOWLEDGEMENTS. Lessee hereby agrees to faithfully perform all of its obligations under the Master Lease Agreement and the Lease Schedule and reaffirms, as of the date hereof, its representations and warranties as set forth in the Master Lease Agreement.
Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Master Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively.
3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:
___________________________________________________________________________________________________________
4. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants that on and as of the date hereof each of the representations and warranties made by Lessee in the Master Lease Agreement are true, correct and complete.
3 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72 ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT
Master Lease Agreement Number ____________________
Lessee’s Organization Number _____________
Lessee’s Tax Identification Number _____________
Lessee’s UCC Section 9-307 Location ____________
STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT This State and Local Government Master Lease Purchase Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Master Agreement”), dated as of ____________, is entered into by and between Hewlett-Packard Financial Services Company,
4 a Delaware corporation (“Lessor”), and ____________________, an agency, department, institution of higher education, or political subdivision of the State of _____ (“Lessee”). Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 32.
1. PURPOSE OF MASTER AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and conditions upon which Lessor shall lease to Lessee, and Lessee shall lease from Lessor, items of Hardware, Software or both (the “Equipment”). In connection with its execution of this Master Lease Agreement, Lessee shall deliver to Lessor an Officer’s Certificate in form and substance acceptable to Lessor, executed by a duly authorized officer of Lessee and certifying as to, among other things, Lessee’s authority to enter into this Master Lease Agreement, and the authority of Lessee’s officers or representatives specified therein to execute this Master Lease Agreement and an opinion of Lessee’s counsel in form and content satisfactory to Lessor.
2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows:
(a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusively evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics) the items of Equipment to be leased under such Lease Schedule. Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms. (b) Acceptance; Term of Leases. Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the period described in the applicable Lease Schedule unless a Non-appropriation shall have occurred. (c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoice Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease Schedule, as adjusted pursuant to this paragraph. (d) Payment by Lessor. Within 30 days after Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certificate, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the Acceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 14 hereof, (2) a completed and executed original Form 8038-G or 8038-GC, as applicable, or evidence of filing thereof with the Internal Revenue Service in the manner required by Code Section 149(e), (3) an opinion of Lessee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (4) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default. Lessor and Lessee acknowledge that the date the Lessor pays the Contractor for the Equipment shall be the issue date of the obligation for federal income tax purposes in accordance with the Code and no Rent shall accrue prior to such date.
3. ACCEPTANCE OF EQUIPMENT. (a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably practicable after the delivery thereof to Lessee.
(b) Acceptance Certificate. Upon the satisfactory inspection of the Equipment by Lessee, or if acceptance requirements for such Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditionally and irrevocably accept the Equipment by executing and delivering to Lessor a properly completed Acceptance Certificate in substantially the form of Exhibit B.
4. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the amounts specified in the applicable Lease Schedule on the due dates specified in the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 15 days of its due date, at the rate of 1% per month (or such lesser rate as is the maximum rate allowable under applicable law). Lessee will make provision for such payments in budgets submitted to its governing body for the purpose of obtaining funding for the payments.
4 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 405
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5. TRANSFER OF EQUIPMENT ON EXPIRATION OF LEASE TERM. If Lessee has paid all Rent and all other amounts due under the Lease and has satisfied all other terms and conditions of the Lease, the Lease shall terminate and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to the Equipment and Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor.
6. LEASES NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT EACH LEASE HEREUNDER SHALL BE NON-CANCELABLE (EXCEPT AS SET FORTH IN SECTION 7 HEREOF),
AND THAT EACH LEASE HEREUNDER IS A NET LEASE SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUIPMENT. LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE HEREBY
WAIVES ANY RECOUPMENT, CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO ANY RENT
OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS
REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE WILL
MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE.
7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due under any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence.
In the event of such termination, Lessee shall immediately cease all use of the Equipment, and shall immediately de-install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement).
Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions, including but not limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease.
8. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of the Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby Seller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees that it shall at all times during the Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY SALESPERSON
OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE.
9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee all Equipment warranties provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties provided such enforcement is pursued in Lessee’s name and at its expense. In the event Lessee is precluded from enforcing any such warranty in its name and to the extent Lessor retains title to the Equipment, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery resulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear.
10. RESERVED.
11. EQUIPMENT USE, MAINTENANCE AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment and all costs related thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, condition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use.
Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider, reasonably acceptable to Lessor.
Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 406
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74 either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Equipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additions which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return.
12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 7 hereof, or (ii) upon the occurrence of a Lessee Default as defined in Section 22 hereof, and as long as such Lessee Default is continuing, title to the Equipment (including Substitute Equipment) will immediately vest in Lessor or its assignee. Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or encumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to realty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from any building in which it is placed without any damage to the building or the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the applicable Lease Schedule to another of its locations within the State of the Equipment Location upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to such relocation.
Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co-location or hosting facility if such third party shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lessor in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originally specified in the applicable Lease Schedule without Lessor’s prior written consent, provided that (i) such relocation is made by Lessee’s primary employee in the custody and control of such Equipment; (ii) the primary employee remains in possession and control of the Equipment, and (iii) the primary employee’s principal office is the Equipment Location.
13. SECURITY INTEREST; MAXIMUM RATE. In order to secure all of its obligations hereunder, Lessee hereby, to the extent permitted by law and to secure payment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, substitutions, products, replacements, rentals and proceeds (including, without limitation, insurance proceeds) thereto as well as a security interest in any other Equipment financed pursuant to this Master Lease Agreement. or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions contained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of the maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency exceeds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Master Lease Agreement and all Lease Schedules. Lessee agrees that Lessor may file this Lease as a financing statement evidencing such security interest or any other financing statement deemed necessary by Lessor and agrees to execute and deliver all certificates of title and other instruments necessary or appropriate to evidence such security interest.
14. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self-insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidencing such insurance coverage throughout the Term of each Lease, and (b) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser rate as is the maximum rate allowable under applicable law).
15. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equipment as soon as reasonably practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 407
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75 occurred and is continuing, (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 28, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder. Upon Lessor’s receipt of such payment of Stipulated Loss Value in full or replacement of the Equipment suffering the Casualty Loss with Substitute Equipment, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11.
16. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Lease, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equipment, Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other transfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.
17. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all Claims arising directly or indirectly out of or in connection with any matter involving this Master Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct.
18. TAX REPRESENTATIONS AND COVENANTS AND TAX PAYMENTS. (a) Lessee represents, covenants and warrants that: (i) Lessee is a political subdivision, institution of higher education, or agency or department of the State in which it is located; (ii) a portion of the Rent is interest based on the total Equipment cost as shown on a Lease Schedule and such interest portion of the Rent shall be excluded from Lessor’s gross income pursuant to Section 103 of the Code; (iii) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (iv) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (v) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Rent payments to be or become includable in gross income for federal income taxation purposes under the Code; (vii) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term; (viii) Lessee has never failed to appropriate funds for payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; and (ix) Lessee is not and has never been in default under any bond, note, lease purchase agreement or other type of financial obligation to which it has been a party. (b) This Master Lease Agreement has been entered into on the basis that Lessor or any Assignee of Lessor shall claim that the interest paid hereunder is exempt from federal income tax under Section 103(a) of the Code. Upon a breach by Lessee of any of its representations, warranties and covenants in Section 18(a) above and as a result thereof, the United States Government disallows, eliminates, reduces, recaptures, or disqualifies, in whole or in part, any benefits of such exemption, Lessee shall then pay to Lessor, at Lessor's election, either: (i) supplemental payment(s) to Lessor during the remaining period of the Term(s) in an amount necessary to permit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance; or (ii) a lump sum payable upon demand to Lessor which shall be equal to the amount necessary to permit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance.
19. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any party acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Term of the related Lease.
20. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS.” IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 19, LESSOR MAKES
ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE; (B)
LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C) DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 408
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LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO
LESSEE, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT
NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS
PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT.
21. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee has the power and authority to enter into each of the Fundamental Agreements; (b) all Fundamental Agreements are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (c) there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have been disclosed to Lessor and consented to in writing by Lessor; (d) Lessee shall comply in all material respects with all laws and regulations the violation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obligations under any Fundamental Agreement; (e) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (f) all financial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the assessment and collection of taxes and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that time and shall fairly present Lessee’s financial position as of the dates given on such statements; (g) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (h) the Equipment, subject to any Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of such Lease only by Lessee and only to perform such function; (i) Lessee intends to use the Equipment for the entire Term of such Lease and all Equipment will be used for business purposes only and not for personal, family or household purposes; (j) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment; (k) there has been no material change in the budget for Lessee’s current Fiscal Period since its adoption; (l) Lessee’s obligations to pay Rent and any other amounts due under this Lease constitute a current expense and not a debt of Lessee under applicable state law; (m) no provision of this Lease constitutes a pledge of the tax or general revenues of Lessee; (n) Lessee does not export, re-export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (o) Lessee does not use any Equipment, Software or system software or technology, technical data, or technical assistance related thereto or the products thereof in the design, development, or production of nuclear, missile, chemical, or biological weapons or transfer the same to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (p) Lessee is not an entity designated by the United States government or any other applicable government with which transacting business without the prior consent of such government is prohibited.
22. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default”) under this Master Lease Agreement and all Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or breaches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee (and, if such is proceeding is involuntary, it is not dismissed within 60 days after the thereof) or Lessee takes any action to authorize any of the foregoing matters; (g) any Equipment is levied against, seized or attached; or (h) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor).
24. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminate this Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a termination of any Lease; or (d) require Lessee to deliver the Equipment to a location specified by Lessor; or (e) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the Lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to promptly return the Equipment, or (f) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surrender of any Equipment, Lessor will lease, sell or otherwise dispose DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 409
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77 of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor under this Master Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equipment in excess of the amounts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule, Lessee acknowledges and agrees as follows: (i) Lessor shall cause Contractor to clean-up or otherwise prepare the Equipment or any other Collateral for disposition, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Collateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition.
These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.
24. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, shall be paid to Lessor by Lessee immediately upon demand.
25. PURCHASE OPTIONS. Lessee may elect, by delivering to Lessor at least 30 days' prior written notice, to purchase on any Rent payment date not less than all Units of Equipment then subject to the Lease (other than items of Software that may not be sold by Lessor under the terms of any applicable License Agreement) for an amount equal to the sum of the Rent then due, all other amounts due under the Lease and the Concluding Payment for such Equipment as of the designated Rent payment date; provided no Lessee Default shall have occurred and be continuing or no event has occurred which with notice or lapse of time could constitute a Lessee Default. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the designated Rent payment date. If Lessee shall have elected to purchase the Equipment, shall have so paid the purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement and the related Lease Schedule, then (1) the Lease with respect to such Equipment shall terminate on the designated Rent payment date and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Equipment, and (2) Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor.
26. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its interest in this Master Lease Agreement, any Lease Schedule or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transferee, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease Schedule, (b) have the right to receive from Lessee all amounts due under the applicable Lease Schedule; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to such assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless otherwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under the applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein. Lessee shall acknowledge each such assignment in writing if so requested and keep a complete and accurate record of all such assignments in a manner that complies with Section 149 of the Code, and regulations promulgated thereunder without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall determine.
Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 26 unless Lessee otherwise agrees in writing.
27. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including legal fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the information set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 410
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78 TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the execution hereof by both parties and shall continue in effect until terminated by either party by 30 days’ prior written notice to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights, privileges and indemnities under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable by Lessor and Lessor’s successors and assigns.
29. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH
RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT.
30. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):
31. MISCELLANEOUS
(a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION. (b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience only and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated. (d) Entire Agreement; Amendments. This Master Agreement and any related Fundamental Agreements executed by both Lessor and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.
(e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidiary thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease Schedule shall be binding upon and shall inure to the benefit of such entity executing such Lease Schedule as lessor, as well as any successors or assigns of such entity.
Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course of administering the Material Agreements to any parent or affiliate of Lessor. (g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule. (h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good faith to be genuine. Lessor may assume that any employee of Lessee who executes any document or gives any written notice, request or instruction has the authority to do so.
32. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this Master Lease Agreement referred to below:
“Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B, executed by Lessee and delivered to Lessor in accordance with Section 3.
“Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance with Section 3.
“Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Authorized Lessee Representative” has the meaning specified in Section 30. “Casualty Loss” means, with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair of such Equipment.
“Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 411
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79 question (“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months or greater, but less than 36 months; 30% for Equipment having an Initial Term of 36 months or greater, but less than 48 months; and 25% for Equipment having an Initial Term of 48 months or greater.
“Claims” means all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort.
“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 13.
“Concluding Payments” means the list of concluding payments on the attachment to the applicable Schedule. “Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule (calculated on the basis of a 360 day year and 30 day months). “Equipment” has the meaning specified in Section 1.
“Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable.
“Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an informed and willing buyer (other than a used equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location.
“Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to such Lease Schedule is due, as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as part of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master Agreement Number 140596 with Lessee as the Participating Entity and related Material Agreements.. “Hardware” means items of tangible equipment and other property. “Lease” has the meaning specified in Section 2(a).
“Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 22. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any technical information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor. “Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or other documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equipment relating to the purchase, ownership, use or warranty of such Equipment. “Rent” has the meaning specified in Section 4.
“Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which such programs are stored or written.
“State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent (including the Daily Rent from the Rent payment date immediately preceding the date of the Casualty Loss or Lessee Default to the date of the Casualty Loss or Lessee Default) and other amounts due and owing with respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment.
“Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item of Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances. “Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the context requires, any of them.
“System Software” means an item of Software that is pre-loaded on an item of Hardware purchased by Lessor for lease hereunder for which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 412
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80 “Taxes” means all license and registration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments, charges and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income.
“Term” means the term thereof as specified in the related Lease Schedule. “Total Cost” means as to any Lease, the total acquisition cost to Lessor of the Equipment subject to such Lease as set forth in the applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any.
“UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 413
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81 Exhibit A to Master Lease Agreement
Master Lease Agreement Number ___________________
Lease Schedule Number ___________________
COUNTERPART NO. _______ OF _______. TO THE EXTENT THAT THIS LEASE SCHEDULE CONSTITUTES CHATTEL PAPER (AS DEFINED ON THE UCC), NO SECURITY INTEREST IN THIS LEASE SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT
SCHEDULE
Hewlett-Packard Financial Services Company5(“Lessor”) and ____________________, an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement.
1. LEASE.
A. Description of Items of Leased Equipment Total Cost
$
B. Term: ___________ Months.
2. Rent. See Attachment A. Annual Rate of Interest _____
3. LATEST COMMENCEMENT DATE: _________________. Lessor’s obligation to purchase and lease the Equipment is subject to the Acceptance Date being on or before the Latest Commencement Date.
4. EQUIPMENT LOCATION: __________________________________________________________________________________
5. SELLER: _______________________________________________________________________________________________
6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________ are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other funds have been encumbered or designated for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.
7. NON-ASSIGNABILITY BY LESSOR: Notwithstanding any other terms or conditions set forth in the Master Lease Agreement to the contrary, Lessor hereby agrees that it shall not and will not sell, discount, factor, hypothecate or otherwise dispose of its interest in the Equipment or this Lease Schedule or any Lease, except to a Lessor Affiliate in connection with a merger, reorganization, sale of assets or substantial portfolio sale.
8. ADDITIONAL PROVISIONS:
9. FISCAL PERIOD:________________________
LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THE MASTER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND
WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THE MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.
5 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 414
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 82 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 415
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 83 Master Lease Agreement Number _______________________
Lease Schedule Number __________________________
ATTACHMENT A
TO
SCHEDULE TO STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT The first payment of Rent will be due [__ days after][on] the Acceptance Date and all payments will be due [monthly][quarterly][semiannually][annually] thereafter.
Rent
Payment Rent Interest Principal
Principal Balance Prepayment
Premium
Concluding
Payments
No.
1 2
3 4
Totals
Please note that the Prepayment Premium is 2 % of the Principal Balance, only payable in the case of early repayment of the lease.
Lessee Please Initial and date: _____________________________ DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 416
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 84 Exhibit B to Master Lease Agreement
Master Lease Agreement Number __________________
Lease Schedule Number ___________________________
STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT
ACCEPTANCE CERTIFICATE
Hewlett-Packard Financial Services Company6(“Lessor”) and «Name_of_Lessee», an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement (the “Master Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. All capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement.
1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below. Lessee authorizes Lessor to reduce the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule.
2. LESSEE ACKNOWLEDGEMENTS. Lessee hereby agrees to faithfully perform all of its obligations under the Master Lease Agreement and the Lease Schedule and reaffirms, as of the date hereof, its representations and warranties as set forth in the Master Lease Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Master Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively.
3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:
______________________________________________________________________________________________
4. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants that on and as of the date hereof each of the representations and warranties made by Lessee in the Master Lease Agreement are true, correct and complete.
6 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 417
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 85 ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 418
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 86 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 419
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 87 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 420
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 88 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 421
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 89 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 422
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 90 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 423
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 91 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 424
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 92 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 425
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 93 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 426
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 94 ATTACHMENT 4 – HP MPS SOW TEMPLATE
Attachment 4 - HP
MPS SOW Template_ok.docx
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 427
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 95 ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW Attachment 5 - HP
Managed Supplies Delivery Agreement SOW Template_ok.docx DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 428
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 96 ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 429
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 97 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 430
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 98 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 431
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 99 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 432
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 100 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 433
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 101 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 434
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 102 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 435
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 103 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 436
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 104 ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER
RETURN POLICY FOR DROP-SHIP EQUIPMENT
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 437
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 105 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 438
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 106 DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF 439
HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE 7/23/2025
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This Maintenance Services and Support Schedule (“Schedule”) defines the activities to be provided by the HP entity named below (“HP”) to the customer named below (“Customer”) and applies to Customer’s purchases of and HP’s provision of maintenance services (the “Services”). This Schedule describes the Statement of Work for the delivered Services, along with the NASPO ValuePoint Master Agreement Terms and Conditions for Copiers and Managed Print Services number 187822 and the California Participating Addendum number 7-24-70-46-02, which collectively constitute the agreement (“Agreement”) between the parties. This Agreement is not effective until signed by Customer and accepted by HP, as specified below (“Effective Date”). The Parties agree that this Agreement and any Change Order or other ancillary agreement can be completed and executed with electronic signatures or as otherwise required by law.
Capitalized terms not defined herein are defined in the Agreement. In case of conflicts between terms of this Schedule and the Agreement, the provisions of the Agreement shall prevail to the extent of the conflict. HP and Customer may be individually referred to as “Party,” and collectively as the “Parties.”
1. TERM: __60__ MONTHS
2. GENERAL DEFINITIONS
Support Programs (“PROG”).
Maintenance Services and Support (“MSS”): Full MSS – Includes toner and ink cartridges, maintenance kits, parts, and repairs.
Essential Support (“ES”): Toner Only – Includes toner and ink cartridges drop shipped to Customer’s dock. Maintenance kits, parts, and repairs available on a Time and Materials (“T&M”) invoice.
H P W I L L P R O V I D E S U P P O R T W H I C H I N C L U D E S T H E F O L L O W I N G :
3. PRICING SCHEDULE
S U P P O R T R A T E S F O R T H E V A R I O U S D E V I C E S A R E A S F O L L O W S :
M O D E L T Y P E R A T E P R O G M O D E L T Y P E R A T E P R O G HP E57540 Black $0.0158 MSS HP E57540 Color $0.0612 MSS HP E5800 Black $0.0204 MSS HP E5800 Color $0.0801 MSS
HP E87640 Black $0.0064 MSS HP E87640 Color $0.0373 MSS HP E87660 Black $0.0064 MSS HP E87660 Color $0.0373 MSS HP E877 Black $0.0068 MSS HP E877 Color $0.0214 MSS
HP M454 Black $0.0219 MSS HP M454 Color $0.0886 MSS
HP M578 Black $0.0208 MSS HP M578 Color $0.0749 MSS
HP Pro 4201 Black $0.0269 MSS HP Pro 4201 Color $0.1085 MSS HP X57945 Black $0.0151 MSS HP X57945 Color $0.0501 MSS HP E40040 Mono $0.0116 MSS HP E50145 Mono $0.0107 MSS
HP E60055 MICR $0.0446 MSS HP E60055 Mono $0.0134 MSS
HP E60155 Mono $0.0134 MSS HP M402 Mono $0.0184 MSS
HP M404 Mono $0.0184 MSS HP M527 Mono $0.0147 MSS
HP M602 Mono $0.0174 MSS HP M605 Mono $0.0135 MSS
HP M610 Mono $0.0174 MSS HP Pro 4001 Mono $0.0171 MSS
HP P4015 Mono $0.0074 ES
Toner and Ink Cartridges Repair Services for devices in MSS Program Strategic Business Reviews Maintenance Items for MSS Program Cleanings at Every Technician Visit Assigned Account Manager Toner and Ink Cartridge Disposal Phone and Online Support for MSS Program Remote Monitoring Software Location Specific Response Times Enhanced Account Manager 440
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4. SERVICE REQUESTS
Service requests can be made twenty-four (24) hours a day, seven (7) days a week by calling HP’s toll-free number (1-800-745-2025) and leaving a voice mail or through the online portal (www.hp.com/go/mpsservice). Upon receipt of any supplies provided by HP under this Schedule, Customer shall be responsible for their safekeeping and shall reimburse HP, at the then-current NASPO ValuePoint Master Agreement list price, for any supplies that are lost, stolen or damaged. Supplies provided by HP under this Schedule may only be used on devices covered under this Schedule. At the end of the Term, unused supplies provided by HP under this Schedule shall be returned to HP and are the property of HP at all times unless otherwise specified. HP encourages Customer to use HP’s free cartridge return program for empty laser and ink cartridge disposal. See www.hp.com/recycle for details. Except to the extent that a specific requirement is set out in this Schedule, HP will manage the method and provision of the support programs in its sole discretion.
5. SERVICE LEVEL DEFINITIONS
(a) MSS Response Times: HP offers two (2) response times depending on locations:
HP Priority – Priority 4 Hour Response, toner and ink drop ship. HP Extended Reach – Depending on location, it may be greater than Next Business Day Response, toner, and ink dropship.
(b) MSS Response Times will only be measured during HP normal business hours and only apply to devices supported by the MSS program. Location specific MSS Response Times can be found in Exhibit A, attached hereto. All Response Times are determined by the ZIP codes listed in Exhibit A, therefore, if a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected by way of a Change Order.
6. ENHANCED ACCOUNT MANAGEMENT
HP will provide Customer with an Account Manager (“AM”) that will perform the following services for the Term of the Schedule: (1) Serve as the single point of contact responsible for the delivery of the Services, Customer relationship, Customer satisfaction, and manage escalated issues and corrective actions until resolution; (2) Assist with coordinating and managing Change Orders; (3) the fleet management analysis (fleet utilization), and (4) recommendations for optimization.
HP will perform all activities remotely.
8. TERM, TERMINATION & RENEWAL
The term of this Schedule will begin on the Schedule Effective Date and will continue for the Term indicated above. Rates listed in the Pricing Schedule above are fixed for the initial Term of this Schedule.
Customer may only terminate this Schedule in the event of HP’s uncured material breach of this Schedule. HP will have thirty (30) days from Customer’s written notice to cure such breach. If HP fails to cure such breach within the thirty (30) day period, this Schedule will terminate, with no Termination Fee, ninety (90) days after the written notice was received.
This Schedule may not be cancelled for convenience by Customer. In the event of any early termination of this Schedule by Customer for any reason other than HP’s material breach, HP, in its sole discretion, may assess and invoice Customer the number of impressions estimated to be remaining for the term of this Schedule based on the most recent historical impression counts (“Termination Fee”). Upon termination of this Schedule, Customer will pay HP for all Services performed, and all charges and expenses then due HP under this Schedule, including any applicable Termination Fee.
HP reserves the right to terminate this Schedule with thirty (30) days’ notice.
9. DEVICES COVERED UNDER THIS SCHEDULE
The impression rates listed in the Pricing Schedule above and the terms contained herein are offered based on supporting all eligible devices within Customer’s supportable locations listed in Exhibit A and Customer keeping the remote monitoring software active and reporting. All devices of a similar model/series must be enrolled in the support program and covered under this Schedule unless a specific written exception is granted. Devices can only be removed from the support program if they are taken out of service and permanently removed from a supportable location. Additional devices may be added at any time if HP currently provides support for that model/series.
Supportable devices that are added at a later date that are not currently included in the Pricing Schedule will be added at the then current rate. To add a device to or remove a device from the Schedule, Customer must submit an email request to HP at pmps[email protected] using a form to be provided by HP. Such requests must be submitted by an account manager or executive employed by Customer, or an employee authorized by the account manager or executive. Devices must be in a working condition prior to being enrolled in this program. If a device to be added to this Schedule is not new, HP will determine if repairs are required to bring the device to a working condition. If repairs are required, HP will notify Customer and, with Customer’s approval, will provide those parts and repairs at HP’s standard parts and service rates, per the pricing in the NASPO ValuePoint Master Agreement. If a mono device to be enrolled is in a "toner low" or “ink low” condition, Customer will be invoiced 50% of the retail price of a new toner or ink cartridge. If a color device to be enrolled is in a "toner low" or “ink low” condition, Customer will not be invoiced for the first cartridge, but will be invoiced for additional cartridges at retail price. Customer agrees to follow correct device operation guidelines as specified by the manufacturer for all devices covered under this Schedule.
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In the event that a device reaches defined end of service-life or if HP cannot acquire spare parts with commercially reasonable efforts, HP may terminate Services for the respective device and potentially all like devices.
10. HOURS OF SERVICE
HP’s normal business hours are Monday through Friday, 8:00 a.m. through 5:00 p.m., local time. HP does not provide Services during the following holidays:
New Year’s Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
HP does not provide office support, though does provide technician support, during the following holidays:
Martin Luther King Day
Presidents’ Day
Juneteenth
Friday following Thanksgiving
Christmas Eve
HP company-wide shut down from Christmas Day through New Year’s Day
11. PRICING
Customer will be billed at the per impression rates by device model/series as listed in the Pricing Schedule, and per the NASPO ValuePoint Master Agreement. One (1) 8 ½” x 11” (A4) print will be charged as one (1) impression. One (1) 8 ½” x 14” (legal) print will be charged as one point three (1.3) impressions. One 11” x 17” (A3) size print will be charged as two (2) impressions. A duplex print will be charged as two (2) times the number of impressions that would be charged for a one-sided print. All other page sizes will be charged as reported by the device. If no purchase order is issued then, by signing this Schedule, Customer authorizes HP to provide the Services and will not contest payment.
12. CUSTOMER REQUIREMENTS
(a) Customer is responsible for assisting in a timely installation of the remote monitoring software and for keeping the remote monitoring software active. Customer understands that if the remote monitoring software is de-activated, HP will not be able to receive “Toner Low” or “Service Alert” messages from devices and HP will not be held to the response time commitments listed in Exhibit A. Upon either notice or discovery of a non-reporting device, Customer shall promptly return the device to a reporting condition. Customer may be responsible for manually reporting impression counts for non-networked devices or for nonreporting devices to ensure current and accurate data for billing and reporting purposes. Customer acknowledges that Customer has no ownership of software provided by HP, including the remote monitoring software. Subject to the terms of this Schedule and the Agreement, Customer agrees to allow HP the right to collect and use data through the remote monitoring software. (b) Non-Reporting Devices: For any device subject to remote monitoring software (for example, a Data Collection Agent (“DCA”) or other automated data collection tool provided by HP) that stops reporting data (“Non-Reporting Device”), Customer shall support HP in locating and returning all such Non-Reporting Devices to a reporting condition and to a designated location. Customer remains liable for payment of all charges for Non-Reporting Devices as determined by manually retrieved usage reports to be provided by Customer to HP every thirty (30) calendar days from the date that HP notifies Customer of the non-reporting status of the devices until the devices are returned to an automated reporting status. If Customer fails to provide timely usage reports for Non-Reporting Devices, HP may:
(1) continue to invoice impression rates based upon the historical usage data gathered from the last billing cycle when the device was in a reporting status. Once received HP reserves the right to reconcile actual usage against any previously invoiced impression amounts based upon historical data and then invoice in arrears for impressions not previously captured.
Customer agrees to pay all such related invoices.
(2) suspend invoicing for impressions on the affected device until the device is returned to an automated reporting status and then invoice Customer in arrears for all non-reported impressions; or (3) continue to invoice for impressions using the manufacturer’s stated yield as the usage for each cartridge shipped during the billing period, multiplied by the impression rate per applicable device. (a) Manual Reporting Devices: For each device designated as a manual reporting device (i.e. a device that is incapable of automated data reporting), Customer shall provide to HP usage reports every thirty (30) calendar days. If at any point in time Customer stops timely reporting such data, such device shall be deemed a Non-Reporting Device and Customer remains liable for payment of all charges and fees for such Non-Reporting Devices. In such circumstances, HP may continue to invoice for impressions based upon:
(1) the manufacturer’s stated yield as the usage for each cartridge shipped during each billing period that the device remains in a non-reporting condition, multiplied by the impression rate per applicable device; or 442
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(2) the historical usage data gathered from the last billing cycle when the device was in a reporting condition. Once received, HP reserves the right to reconcile actual usage against any impressions previously invoiced based upon historical data and then invoice in arrears for impressions not previously captured. Customer agrees to pay all such related invoices. (d) Special Note for mSKU Devices: Any devices designated as mSKU devices in the Pricing Schedule must be connected to the JetAdvantage Management (JAM) software at all times. Customer must assist HP in a timely installation of JAM and support HP in resolving any issues with devices that are not properly connected to JAM. Use of supplies on any mSKU device that are not provided directly by HP as a part of this Schedule may result in the device being disconnected from JAM. HP may increase the impression rate of any mSKU device that is disconnected from JAM, on a forward looking basis, if such non-reporting condition is due to Customer or lack of cooperation of Customer. HP will notify Customer of any adjustment to the impression rates. HP will implement the new impression rates unless notified of a concern within ten (10) Business Days from the notice date. In case of timely notification of concern, HP and Customer will work in good faith to resolve the dispute in a timely manner. During such time, Customer will be invoiced and pay the unadjusted impression rates until resolution of the dispute.
13. TONER AND INK COVERAGE
HP regularly reviews toner and ink consumption. If it is discovered that there are devices that are printing with greater than seven percent (7%) toner or ink coverage for monochrome, and twenty-eight percent (28%) toner or ink coverage for color, HP will notify the Customer in writing. HP will work with Customer to correct this problem by making recommendations that may include but are not limited to print policy changes, workflow changes, and device changes. If after sixty (60) days, Customer has not or will not make changes to reduce toner or ink coverage below these limits, HP may increase the rates to account for the increase in coverage, but at no time shall any rate increase exceed the pricing listed in the NASPO ValuePoint Master Agreement. Those increased rates will remain in place until the next annual review.
14. DEVICE OBSOLESCENCE
A manufacturer may choose to no longer support a device at which time replacement parts and/or supplies are no longer available for that device model/series, HP will make reasonable commercial efforts to continue to provide Service for the device, but HP reserves the right to discontinue providing Services on the respective device and potentially all like devices. If the respective device has been on contract for greater than three (3) months, then a standard credit will be provided towards the purchase of an HP printing device.
HP makes every attempt to identify those devices that are nearing the end of their supportable life. Such devices are described above in the END OF SERVICE LIFE (ES) section above. The standard credit described in the paragraph above does not apply to EOSL Device(s).
15. ITEMS NOT COVERED
The following items are not covered under the Services: paper, font cartridges, third-party SIMM or DIMMs, third-party accessories, and all external interface cards. Special note on Firmware Upgrades: HP will only perform Firmware Upgrades if the manufacturer has announced the Firmware Upgrade resolves a known service issue.
16. REMOVAL OF CONFIDENTIAL INFORMATION
If a hard drive fails, and HP determines that the device, which is still in its service life can no longer be repaired and must be replaced, HP will remove the hard drive from the defective device and leave it with Customer prior to removing the defective device from Customer’s premises. In the event that Customer requests that HP repair or replace a device or upon termination of the Schedule, HP will cleanse all hard drive data in accordance with NASPO ValuePoint Master Agreement §4.6.5.(Hard Drive Removal and Surrender). In any other instance when the hard drive needs to be replaced there may be a cost associated with the replacement drive, and pricing will be in accordance with the NASPO ValuePoint Master Agreement Price List.
17. SCHEDULE REVISIONS
If the assumptions and/or circumstances used to create the Pricing Schedule are found to be incorrect or misstated or to have substantially changed, then HP and Customer shall meet and in good faith negotiate equitable changes to the Schedule, which may include, but is not limited to, adjusting rates and/or service level commitments, in adherence with the NASPO ValuePoint Master Agreement. Any changes will only have effect for the future without any retroactive effect on any rates or charges that have already been invoiced. HP will not be liable for failure to meet any obligations in this Schedule to the extent such failure is due to delayed, false, or inaccurate information provided by Customer.
18. ASSIGNMENT
Neither this Schedule nor any right or obligation hereunder shall be assigned or delegated, in whole or part, by either Party without the prior written consent of the other Party, not to be unreasonably withheld.
19. PUBLICITY
HP may use Customer’s name and identification of this engagement in connection with general lists of customers and experience. 443
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20. INVOICING
HP will invoice monthly in arrears, based on the impressions made during the previous month. Invoice terms are 30 days from HP’s invoice date.
21. CHANGE ORDERS
Both Parties agree to appoint a project representative to serve as the principal point of contact in managing the delivery of services and in dealing with issues that may arise. Requests to add additional service locations or modify current service locations will require a Change Order signed by both Parties. Additional models/series of devices not currently priced on the Order will be added at the then-current rates, per the NASPO ValuePoint Master Agreement Price List.
22. PRICES AND TAXES
Initial prices will be as quoted in writing by HP. Prices are exclusive of taxes, duties, and fees (including installation) unless otherwise quoted. If a withholding tax is required by law, please contact the HP order representative to discuss appropriate procedures.
24. DISPUTE RESOLUTION
Any disputed matter under this Agreement will be referred to the parties’ Project Managers, except for HP’s right to terminate for Customer’s failure to pay and except with respect to each party’s right to pursue equitable remedies. If the Project Managers are unable to resolve the disputed matter within 2 weeks, the matter will be escalated to the parties’ sponsoring executives. If these representatives fail to reach a mutual resolution within the following 2 weeks, or such other period as may be agreed to by the parties, the matter will be referred to the managers of such sponsoring executives. HP may suspend performance of services under this Agreement to the extent a disputed matter (including without limitation, a force majeure event or unfulfilled dependency) is not resolved within 60 days of the commencement of this dispute resolution process.
[SIGNATURE PAGE FOLLOWS.]
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HP and Customer agree by application of their duly authorized representative’s respective signatures below that this Schedule should become effective as of the Schedule Effective Date. Customer also warrants that signature of this Schedule authorizes HP to provide the Services and that Customer will pay for all Services provided under this Schedule. This Schedule must be signed within ninety (90) days from the date listed in the header of this Schedule. The Parties also agree that this Schedule and any subsequent amendments or change orders are binding upon HP and Customer.
SCHEDULE EFFECTIVE DATE:
HP INC. CITY OF FONTANA
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
Address: 11361 Chinden Blvd
Boise, Idaho, 83714-0021
Address:
Contact Name: Marcus Davis Contact Name:
Contact Email: [email protected] Contact Email:
Contact Phone: 254-289-6579 Contact Phone:
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EXHIBIT A: SLAs by LOCATION
Address City State ZIP Response Time
11501 Cypress Avenue Fontana CA 92335 HP Priority
11925 Sierra Avenue Fontana CA 92337 HP Priority
14501 Live Oak Avenue Fontana CA 92337 HP Priority
15556 Summit Avenue Fontana CA 92336 HP Priority
15610 Summit Avenue Fontana CA 92336 HP Priority
16489 Orange Way Fontana CA 92335 HP Priority
16581 Filbert Street Fontana CA 92335 HP Priority
16710 Ceres Avenue Fontana CA 92335 HP Priority
16822 Spring Street Fontana CA 92335 HP Priority
16860 Valencia Avenue Fontana CA 92335 HP Priority
17004 Arrow Blvd. Fontana CA 92335 HP Priority
17004 Upland Avenue Fontana CA 92335 HP Priority
17005 Upland Avenue Fontana CA 92335 HP Priority
17122 Slover Avenue Fontana CA 92337 HP Priority
7350 W. Liberty Parkway Fontana CA 92336 HP Priority
8353 Sierra Avenue Fontana CA 92335 HP Priority
8380 Cypress Avenue Fontana CA 92335 HP Priority
8437 Sierra Avenue Fontana CA 92335 HP Priority
8463 Sierra Avenue Fontana CA 92335 HP Priority
8491 Sierra Avenue Fontana CA 92335 HP Priority
Special Note for Devices Supported under the ES Program. The Response Times listed below do not apply to those devices supported under the ES program. HP will drop ship toner and ink cartridges via a common carrier to a Customer’s location in a timely manner and as requested by the Customer.
MPS Response Times: HP offers two (2) response times depending on locations:
HP Priority – Priority 4 Hour Response, toner and ink drop ship. HP Extended Reach – Depending on location, it may be greater than Next Business Day Response, toner and ink drop ship.
All Response Times are determined by the ZIP codes listed above, therefore, if a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected by way of a Change Order. 446
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 25-0548 Agenda Date: 10/14/2025
Agenda #: M. Category: Consent Calendar
FROM:
Engineering
SUBJECT:
Final Acceptance of the Courtplace Housing Development (Infrastructure Improvements) Project (DE24-124-SB) ).
RECOMMENDATION:
Accept as complete the work performed by Weka, Inc. for the construction of the Courtplace Housing Development (Infrastructure Improvements) Project (DE-24-124-SB).
COUNCIL GOALS:
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
DISCUSSION:
On January 23, 2024, the City Council authorized the award of the construction contract to the lowest responsible/responsive bidder (Weka, Inc.) in the amount of $4,863,524.00 with a 10% contingency in the amount of $486,352.40 for the Courtplace Housing Development (Infrastructure Improvements) Project (#37600063). On July 23, 2024, the City Council approved the increase in City-Owned Contingency in the amount of $2,013,647.60, increasing the City-Owned Contingency to $2,500,000.00. The improvements consisted of the installation of a storm drain system, sanitary sewer system, restoration of existing improvements, and the modification of an existing detention basin located at 11196 Sierra Avenue to include partial backfilling and construction of a basin diversion structure.
Weka, Inc. completed the construction of the project on September 9, 2025. The project was successfully completed for the final contract amount of $6,537,965.93, using $1,674,441.93 of the $2,500,000.00 in City-Owned Contingency. All work has been completed to the satisfaction of the City of Fontana.
FISCAL IMPACT:
As part of the action to accept the construction of the Courtplace Housing Development Project (#37600063) as complete, the City will take over the operation and maintenance of this public infrastructure. Appropriate funding for the maintenance work is included in the FY 2025-26 budget under the Public Works & Engineering Department, Utilities and Streets Division.
City of Fontana Page 1 of 2 Printed on 10/7/2025
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File #: 25-0548 Agenda Date: 10/14/2025
Agenda #: M. Category: Consent Calendar
MOTION:
Approve staff recommendation.
City of Fontana Page 2 of 2 Printed on 10/7/2025
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N
0 1 inch = 600 feet
600 1200
PROJECT LOCATION
COURTPLACE HOUSING DEVELOPMENT PROJECT
449
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 25-0563 Agenda Date: 10/14/2025
Agenda #: N. Category: Consent Calendar
FROM:
Housing
SUBJECT:
Adoption of Homeless Solutions Action Plan Update
RECOMMENDATION:
Adopt Resolution No. 2025-098, Homelessness Solutions Action Plan Update and direct staff to implement strategies laid out in plan.
COUNCIL GOALS:
· Create and maintain a dynamic team by promoting stability and predictability by providing consistent policy direction.
· Concentrate on Inter-governmental relations by pursuing financial participation from county, state and federal governments.
DISCUSSION:
Despite the City’s continued efforts to reduce homelessness through expanded housing options and enhanced services, the 2025 Point-in-Time Count identified 364 individuals experiencing homelessness in Fontana-271 unsheltered and 93 sheltered-representing an overall increase of 63 individuals from the previous year. While the growth in sheltered placements demonstrates progress in expanding the City’s capacity, the data underscores that significant challenges remain. This data highlights both the growth of shelter capacity and the urgent need for expanded prevention, housing, and support services.
Over the past year, staff has worked closely with the Mayor’s Advisory Council on Homelessness, which has played a central role in reviewing trends, identifying service gaps, and shaping the 2025- 2026 Homeless Solutions Action Plan update. The Mayor’s Advisory Council on Homelessness will review and update this Plan on an annual basis to address emerging challenges, incorporate new initiatives, and guide the City’s ongoing efforts to reduce homelessness.
Homelessness Solutions Action Plan (2025-2026)
The updated Action Plan builds upon the foundation established in 2024, refining strategies through three primary operations while integrating lessons learned from previous efforts and community feedback. These operations are designed to function together as a coordinated framework: each complements the others to create a comprehensive approach that addresses both immediate needs and long-term solutions. By focusing on these strategic operations, the City aims to strengthen its system of care, improve access to services, and promote sustainable pathways out of homelessness City of Fontana Page 1 of 3 Printed on 10/9/2025
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for Fontana residents.
Operation 1: Network Enhancements - Strengthening the Mayor’s Advisory Council on Homelessness, optimizing resources through improved information-sharing, and building stronger outreach networks across providers. This operation ensures that all stakeholders are aligned, information flows efficiently, and individuals experiencing or at risk of homelessness can be quickly connected to appropriate services.
Operation 2: Foundational Support Services - Expanding case management, wrap around services, and prevention programs to stabilize individuals and families at risk, while enhancing regional service coordination and communication. By providing a solid foundation of support, this operation addresses the underlying causes of homelessness, including lack of access to healthcare, employment, and social services.
Operation 3: Housing Capacity & Stability - Increasing permanent supportive housing, transitional housing, and prevention resources; improving landlord engagement; and pursuing funding for new facilities including emergency shelters and navigation centers. This operation is focused on creating safe, stable, and accessible housing options, ensuring that individuals and families have the opportunity to achieve lasting stability.
Together, these operations form the backbone of the Plan, creating a holistic system that balances prevention, support, and housing solutions. The Plan also emphasizes prevention strategies, recognizing that keeping households from entering homelessness is critical to reducing overall system demand. These strategies are reinforced through expanded outreach, new mobile opioid response services, and enhanced rapid rehousing efforts that provide immediate intervention and tailored support to vulnerable populations.
Accountability remains a cornerstone of the Plan. Success will be measured not only by reductions in the number of individuals experiencing homelessness, but also by improved service delivery efficiency, expanded housing opportunities, and strengthened long-term stability outcomes. The Plan incorporates ongoing data collection and performance monitoring to ensure that strategies are evidence-based, effective, and responsive to emerging trends and community needs.
Finally, the Plan outlines a clear timeline for implementation. Staff will continue to provide the City Council with annual updates, including measurable progress reports, identified challenges, and recommended adjustments to ensure that the Plan remains adaptive, results-driven, and aligned with Fontana’s commitment to ending homelessness.
In summary, the differences between the City of Fontana’s 2024-2028 and 2025-2026 homelessness plans reflect a clear shift in strategy and focus. The earlier plan emphasized broad system improvements-such as strengthening coordination, expanding general services, and preventing homelessness among youth, veterans, and individuals with disabilities. In contrast, the 2025-2026 plan takes a more targeted and responsive approach. It introduces mobile outreach for individuals with substance use, shifts street outreach to a proactive model, and narrows the focus of navigation centers to serve the chronically homeless. It also enhances prevention efforts to support at-risk households before they lose housing and adds rapid re-housing services to help newly homeless individuals and families regain stability. Overall, the newer plan moves from a broad, population-wide framework to more specialized, population-specific strategies.
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FISCAL IMPACT:
The proposed Homeless Solutions Action Plan update aims to address and mitigate homelessness within the city through a series of targeted initiatives. The plan encompasses the development of affordable housing, enhanced support services, and coordinated efforts among various stakeholders.
There is no direct or immediate fiscal impact associated with adopting this plan. However, the plan anticipates both short-term and long-tern initiatives that will have specific financial impacts.
Information on funding requirements and funding sources will be provided upon approval any such future initiates.
MOTION:
Approve staff recommendation
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RESOLUTION NO. 2025-098
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FONTANA, CALIFORNIA, ESTABLISHING A HOMELESSNESS
SOLUTIONS STRATEGIC ACTION PLAN
WHEREAS, the City of Fontana (the “City”) recognizes the urgent need to address homelessness and the challenges faced by our homeless population; and WHEREAS, homelessness impacts the safety, health, and well-being of individuals and families within our community; and
WHEREAS, the City has engaged in extensive research, community engagement, and collaboration with local service providers, stakeholders, and homeless individuals to develop a comprehensive approach to address homelessness; and WHEREAS, the Homeless Solutions Action Plan (the "Plan") outlines specific goals, strategies, and actions to prevent and reduce homelessness in the City of Fontana, including but not limited to, increasing affordable housing, enhancing support services, improving crisis response, and fostering community partnerships; and WHEREAS, the Plan reflects the City's commitment to a coordinated, sustainable, and humane approach to homelessness; and
WHEREAS, the implementation of the Plan requires the support and collaboration of City departments, community organizations, businesses, and residents.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana, California, as follows:
Section 1. The Recitals are true, correct and incorporated herein by this reference.
Section 2. Pursuant to the California Environmental Quality Act (“CEQA”) the Plan is not a “project” because it has no potential to result in either a direct, or reasonably foreseeable indirect, physical change in the environment. (State CEQA Guidelines, § 15378, subd. (a).) Alternatively, the Plan falls within the “common sense” exemption set forth in State CEQA Guidelines section 15061, subdivision (b)(3), which exempts activity from CEQA where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” Here, a homeless solutions action plan can be seen with certainty that there is no possibility that itself may have a significant effect on the environment; it will not result in any potential to impact the environment.
Section 3. City Council of the City of Fontana (“City Council”) supports the goals 453
Resolution No. 2025-098
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and strategies outlined in the Plan and hereby adopts the Plan, attached hereto as Exhibit A and incorporated herein by this reference, as a reference guide for addressing homelessness in the City.
Section 4. City Council hereby directs the City Manager of the City of Fontana (“City Manager”) to implement the strategies and actions outlined in the Plan and to coordinate, with relevant City departments, community partners, and stakeholders to ensure execution of the Plan. Furthermore, City Council directs the City Manager to provide regular updates to City Council on the progression of the Plan's, including key performance indicators and outcomes.
Section 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application.
Section 6. This Resolution shall take effect immediately upon its adoption.
APPROVED AND ADOPTED this 14th day of October, 2025.
READ AND APPROVED AS TO LEGAL FORM:
City Attorney
I, Germaine Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing resolution is the actual resolution duly and regularly adopted by the City Council at a regular meeting on the 14th day of October, 2025, by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________________
City Clerk of the City of Fontana
________________________________________
Mayor of the City of Fontana
454
Resolution No. 2025-098
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ATTEST:
________________________________________
City Clerk
455
456
OUR MISSION
“Our purpose is to resolve homelessness in Fontana by uniting the community around sustainable and dignified solutions. Through collaboration with local organizations, faithbased groups, and community leaders, we strive to empower individuals to regain their independence, restore their self-worth, and build a brighter future.” 2 Homeless Solutions Action Plan 2025-2026 – City of Fontana
FONTANA
457
CONTENTSMayor’s Message ................................................................................................................ 04 City Manager’s Message .................................................................................................. 05 Introduction .......................................................................................................................... 06 Background of the City of Fontana & Homelessness................................................07 City Partnerships................................................................................................................. 08 Operation 1 - Network Enhancements.......................................................................... 09 Operation 2 - Foundational Support Services..............................................................12 Operation 3 - Housing Capacity & Stability................................................................. 15 2025 City of Fontana Point-In-Time Count Data.........................................................17 Fontana Police Dept. & Homeless Outreach Support Team Facts........................20 Acknowledgements .............................................................................................................21 Special Thanks......................................................................................................................22 Homeless Solutions Action Plan 2025-2026 – City of Fontana 3 458 4 Homeless Solutions Action Plan 2025-2026 – City of Fontana A MESSAGE FROM THE MAYOR Transforming
HOPE INTO ACTION:
FONTANA'S
FIGHT AGAINST
HOMELESSNESS
Addressing homelessness is not a individual
sprint—it’s a relay. It takes endurance, trust, and
seamless coordination among partners who are
committed to passing the baton with purpose and
precision. In Fontana, we are running that race—
together—and making real progress.
Our Homeless Solutions Action Plan is more
than just a policy document. It is a citywide
commitment—a bold, compassionate roadmap
designed to prevent homelessness before it
begins, respond swiftly when it occurs, and build
long-term solutions that restore stability and
dignity.
This isn’t just about housing—it’s about humanity.
One of the most visible results of this commitment is the successful opening of the Aldea Apartments—a landmark achievement in expanding our permanent supportive housing options. Aldea offers more than shelter; it offers hope, healing, and a path forward for those transitioning out of homelessness. It stands as a powerful symbol of what’s possible when innovation meets determination.
Housing is only one piece of the puzzle. We’re also ensuring our public spaces remain safe and accessible for all residents through an updated ordinance regarding camping in public spaces—a thoughtful, balanced measure that aligns compassion with community responsibility. It’s a reflection of our city’s ability to lead with both heart and common sense.
On the ground, programs like the Fontana Police Department’s HOST (Homeless Outreach Support Team) and partnerships with organizations like Water of Life’s CityLink are showing what collaboration can achieve.
These partnerships are proof that when law enforcement, service providers, and local leadership move in unison, lives change for the better.
We know that vision without accountability is just talk. That’s why we continue to champion performance tracking, measurable outcomes, and strong inter-agency cooperation. Every dollar we invest must translate into results: fewer people sleeping on the streets, more individuals in stable housing, and sustained reductions in chronic homelessness.
This work isn’t easy—but it’s essential. And we’re not backing down. By staying focused on prevention, rehousing, supportive services, and accountability, we are creating a system where homelessness becomes rare, brief, and non-recurring and every resident can thrive.
The race isn’t over, but Fontana is out in front—and we’re not slowing down. n
Acquanetta Warren
Mayor of Fontana
Acquanetta Warre
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Homeless Solutions Action Plan 2025-2026 – City of Fontana 5 CITY MANAGER A MESSAGE FROM Bold Leadership,
BACKED BY A
COMMITMENT TO
WORKING TOGETHER
2024/25 was a remarkable year for the City of
Fontana—a year defined by bold leadership,
collective vision, and a community united in
progress. Among the many pivotal initiatives
launched this past year, the implementation
of the Homeless Solution Action Plan stands as
a testament to our unwavering commitment
to ensuring a safer, healthier, and more
compassionate Fontana for all.
Through strategic partnerships, dedicated City
staff, engaged residents, and collaboration with
local service providers, we have begun to address
homelessness not just as a challenge—but as an opportunity to lead with empathy, innovation, and purpose. This action plan reflects our belief that Fontana’s vitality stems from how we care for our most vulnerable neighbors, and how we invest in solutions that look beyond today and into the promise of tomorrow.t
Together, we are redefining what’s possible—transforming how we respond to homelessness through expanded outreach, housing navigation, and supportive services that empower individuals on their path to stability. The work is ongoing, but our direction is clear: to build a Fontana where every resident has the opportunity to thrive.
Thank you to everyone who continues to be part of this journey. Your commitment is helping shape a stronger, more unified community—one where no one is left behind.
Matt Ballantyne
City Manager
Matt Ballantyne
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INTRODUCTION
RESOLVING
HOMELESSNESS
requires bold leadership, coordinated actions, and a focus on lasting outcomes. The principles that guide every element of Fontana’s 2025-2026 Homeless Solutions Action Plan.
The City of Fontana is dedicated to reducing homelessness through strategic, innovative, and data-driven approaches centered around three operations:
The 2025-2026 Homeless Solutions Action Plan reflects
Fontana’s continued commitment to resolving homelessness by building on past progress and focusing on measurable outcomes. This one-year plan update (2025-2026) prioritizes long-term solutions that reduce homelessness and prevents it from recurring. With a focus on coordination, accountability, and expanding access to critical housing and support services.
At the core of this plan is the expansion of affordable and supportive housing, combined with high-impact strategies such as intensive case management, targeted prevention, and transitional housing. The City will enhance coordination to address the root causes of homelessness and support long-term stability.
While we support housing options, the housing first approach is not the full solution to homelessness; it needs to be coupled with intensive case management, transitional housing, and accountability. Real, lasting change is only
possible when individuals actively engage with
the city and its partners in this process.
The City of Fontana has strengthened its
homeless response system by expanding
services to better address the diverse needs of
people experiencing homelessness in the City.
Street outreach efforts now proactively engage
unsheltered individuals, while new mobile
opioid outreach services specifically target those
affected by substance use and co-occurring
disorders. Homeless prevention programs have
been enhanced to support at-risk households
before they lose housing, and rapid re-housing
services provide short-term rental assistance to
help newly homeless individuals and families
regain stability. Additionally, the development
of a navigation center will focus on the
chronically homeless population. These targeted
strategies reflect Fontana’s commitment to a
more responsive, population-specific approach.
We acknowledge that not every approach will
succeed immediately, but the City of Fontana
remains committed to learning, adapting, and
staying the course to resolve homelessness.
This work is supported by strong partnerships
with the San Bernardino County Board of
6 Homeless Solutions Action Plan 2025-2026 – City of Fontana Cont.
NETWORK
ENHANCEMENTS
NETWORK
ENHANCEMENTS
FOUNDATIONAL SUPPORT IONAL SUPPORT
SERVICES
FOUNDATIONAL SUPPORT
SERVICES
HOUSINGCCAPACITY&
STABILITY
HOUSING CAPACITY &
STABILITY
461
BACKGROUND
of the City of Fontana and
homelessness
Founded in 1913, Fontana is the secondlargest city in San Bernardino County and the 19th largest in California.
Initially an agricultural community,
Fontana transformed into a thriving
industrial town by 1942, largely due to
Henry J. Kaiser’s steel mill operations
established during World War II on the
town’s outskirts. Kaiser Steel remained
a significant source of employment and
revenue until its closure in 1984. Today,
Fontana is home to Kaiser Permanente’s
largest facility in California, making it the
City’s number one employer.
Incorporated in 1952, Fontana and its
sphere of influence cover over 52 square
miles with a population of approximately
225,000. Today, Fontana boasts a low
crime rate, affordable housing, diversity,
and a below-average unemployment
rate, making it one of California’s fastestgrowing cities and a trendsetter in San Bernardino County.
The issue of homelessness has not gone
unaddressed in the City of Fontana.
For the past 15 years, Fontana has
worked–with federal and state resources
to address homelessness, focusing
in areas of homeless prevention and
rapid rehousing. The primary source
of funding came from U.S Department
Homeless Solutions Action Plan 2025-2026 – City of Fontana 7 Supervisors, San Bernardino County
Department of Behavior Health, and
San Bernardino County Department of
Community Development and Housing,
whose collaboration has helped shape the
City’s direction.
of Housing and Urban Development (HUD) in the form of the Emergency Solutions Grant (ESG) program.
Additionally, the City of Fontana has funded the Community Assistance Program (Fontana CAP) since the early 2000s. Fontana CAP offers Fontana residents no-cost or low-cost community services through the Community Assistance Program (CAP). Fontana CAP is able to provide direct services for Fontana residents as well as guest referrals through a unique relationship with the City of Fontana and Citylink.
462
Addressing homelessness requires more than City resources alone - it takes strong, trusted partnership rooted in shared purpose. The City of Fontana is proud to collaborate with Citylink, The Rivers Edge Ranch and Symba Center who are committed to providing housing, support services, and pathways to stability for individuals and families in need.
Together, these organizations bring frontline expertise in case management, outreach, and housing navigation, which work alongside city staff to connect residents to critical resources that include emergency shelter, case management, rental assistance, homeless prevention, and substance abuse resources. 8 Homeless Solutions Action Plan 2025-2026 – City of Fontana Partnerships
463
Homeless Solutions Action Plan 2025-2026 – City of Fontana 9 OPERATION 1
OPERATION 1.1
MAYORS
COUNCIL ON
HOMELESSNESS
PURPOSE:
The enhancement of the Mayor’s
Advisory Council on Homelessness
will bring together key community
leaders and experts to develop and
implement additional specific strategies
to resolve homelessness in Fontana.
This Advisory Council will serve as a
central hub for coordinating efforts,
fostering collaboration, and ensuring
that resources are effectively utilized to
support those in need.
STRATEGIES:
• Bring together city departments,
nonprofits, law enforcement, faith based,
community stakeholders, and local health
care agencies to enhance the council and
contribute to resolving homelessness in
the City of Fontana.
• The Mayors Advisory Council on
homelessness will quarterly review
homelessness trends, gaps, and service
data. As well as align efforts with
regional, state, and federal strategies.
OPERATION 1.2
RESOURCES
OPTIMIZATION
PURPOSE:
Establish clear and direct connections
between those experiencing homelessness
and the resources they require by
updating Fontana's website to include
current information, contact details,
and program specifics for each available
resource. Provide opportunities for the
community to learn about homelessness,
current resources, and ways to participate
in support efforts.
STRATEGIES:
• Audit existing resources and update the
City’s homeless solutions site with current
information and contact details.
• Launch the Community Outreach
Resources and Education (CORE) public
awareness campaigns to educate the
community about homelessness and
available resources.
OPERATION 1.3
OUTREACH
PURPOSE:
By strengthening an integrated
homeless provider network, it will
result in a improved coordination and
communication among community
partners. Leading to a more effective
and timely assistance for individuals
experiencing homelessness.
STRATEGIES:
• Train outreach teams on housingoriented efforts, motivational interviewing, and trauma-informed care.
• Identify and establish partnerships with
relevant organizations currently working
to serve the homeless community.
NETWORK
ENHANCEMENTS
Build a cohesive
network to improve
coordination and
communication
among service
providers and
community leaders to
foster collaboration
for effective assistance.
Improve coordination
efforts with current
service providers
for successful client
services. Invite
additional community
leaders to the advisory
council for key input.
Synchronize the
service collaboration
within community
partners to reduce
“double-dipping”.
464
OUTCOME
THE STREAMLINED
processes will reduce barriers to access, ensuring that a greater number of individuals receive the required support. This enhanced network will foster a collaborative environment, enabling better resource allocation and a unified approach to addressing homelessness, ultimately leading to a significant reduction in homelessness within the City of Fontana.
ONGOING:
• Host quarterly meetings, or as frequently as required to fulfill the mission of the Advisory Council.
• Continuously update the website and engage in
community events.
• Coordinate with city staff, and third party
organizations for consistent resource, case
management, and conduct regular evaluations to
enhance outreach effectiveness.
10 Homeless Solutions Action Plan 2025-2026 – City of Fontana 465 OPERATION 2
FOUNDATIONAL
SUPPORT
SERVICES
Implement a
comprehensive
strategy to ensure
individuals affected
by homelessness
in Fontana receive
immediate and
efficient assistance.
OPERATION 2.1
FONTANA
CENTERED
SERVICES
PURPOSE:
Expand resources and services in Fontana
by developing regional partnerships
and improving communication to
ensure uniform care for all. Enhance
outreach efforts to contact and assist
the entire homeless population with a
collaborative approach for efficient case
management, especially for those dealing
with substance abuse, mental illness, and
affordability challenges. These services
are designed to support individuals who
are wanting the help and are ready to
engage in services that can assist them
work towards stability and long-term
success.
STRATEGIES:
• Expand services by increasing
partnerships with other service providers
throughout the region.
• Collect homeless and/or transient
related data from departments and
partners (transient camps cleaned up,
number of homeless-related emergency
calls) to set a benchmark and track
success of plan efforts.
• Identify and partner with a posthousing case management service provider to help individuals sustain
permanent housing.
OPERATION 2.2
WRAPAROUND
SERVICES
PURPOSE:
Implement a comprehensive strategy for
a coordinated and client-centered referral
system that connects individuals to
appropriate services efficiently.
STRATEGIES:
• Establish a central access point where
individuals can be assessed to determine
their needs and appropriate level of care
• Map out support service locations for
housing, health care, mental health,
substance abuse etc.
• Develop clear referral protocols
and point of contacts for each service
provider.
• Establish cross-agency coordination
with regular case conferencing,
Coordinated Entry System (CES) and
shared communication between City
departments, non-profits, and law
enforcement to help track progress and
prevent gaps in service.
OPERATION 2.3
COMMUNITY
STABILIZATION
PURPOSE:
Coordinate resources to assist household
at imminent risk of homelessness
by scaling prevention and diversion
programs. Provide case management
for at-risk individuals and families, and
secure funding for permanent supportive
housing and emergency housing units for
low-and extremely low-income residents
in Fontana.
Cont.
Homeless Solutions Action Plan 2025-2026 – City of Fontana 11 466 12 Homeless Solutions Action Plan 2025-2026 – City of Fontana OPERATION 2.3 CONT.
STRATEGIES:
• Identify households at imminent risk of homelessness and scale prevention programs.
• Secure funding for permanent supportive housing and
emergency housing units.
• Provide continuous case management for at-risk
individuals and families, while monitoring and adjusting strategies as needed.
OUTCOME
THE IMPLEMENTATION
of Foundational Support Services will significantly improve access to immediate resources and housing alternatives, helping to make homelessness in Fontana difficult to experience and easier to exit. By expanding wraparound services and strengthening communication, we will ensure consistent, comprehensive care across the system. Community stabilization initiatives will help prevent homelessness among at-risk households, while increased funding will support the expansion of permanent supportive housing emergency shelter options.
ONGOING:
• Host monthly homeless coordination meetings with
partners and city departments.
• Use HMIS and partner data to identify gaps and adjust services.
• Pursue diverse funding sources.
• Explore long-term funding for permanent supportive
housing and wraparound services.
467
Homeless Solutions Action Plan 2025-2026 – City of Fontana 13
SECURING
permanent housing is a critical first step
– but lasting success requires ongoing
support. Reduce the returns to homelessness,
improvements to service coordination,
and strengthens landlord partnerships that
contribute to long term housing sustainability.
ONGOING:
• Track program performance metrics
(Average time to housing, Return to
homelessness rates)
• Monitor progress across housing and
service systems.
OPERATION 3
HOUSING
CAPACITY &
STABILITY
Implement and expand
rapid re-housing and
homelessness prevention
programs to stabilize
individuals and families
experiencing or at
risk of homelessness.
Prioritize coordinated
case management and
focus support on Fontana
households, particularly
families with deep
community ties. Pursue
and secure funding for the
acquisition, development,
construction, or leasing
of critical facilities—
including emergency
shelters, centralized
homeless service
hubs, transitional and
permanent supportive
housing.
OPERATION 3.1
HOUSING
CAPACITY
PURPOSE:
Identifies gap in the housing system and
forecasts future needs to ensure adequate
resources are planned and allocated. It
is important to build a more responsive
and sustainable local housing system to
reduce and prevent homelessness.
STRATEGIES:
• The City of Fontana will explore a wide
range of public and private funding
opportunities to support the potential
acquisition, development, construction or
leasing of homeless facilities.
• Monitor and respond to emerging
funding opportunities and policy
changes.
• Conduct needs assessments and
feasibility studies to guide priorities.
OPERATION 3.2
HOUSING
STABILITY
PURPOSE:
Helps build a more sustainable and
person-centered system that promotes
lasting stability, especially for vulnerable
households. It also guides how resources
and programs are aligned to support
people beyond just temporary shelter.
STRATEGIES:
• Collaborate with service providers to
increase access to rapid rehousing and
prevention resources and to streamline
referrals.
• Increase landlord engagement: Engage
with perspective landlords to expand the
number of available units for rapid
re-housing clients.
• Monitor services utilization, housing
placements and on-going needs –
allowing for timely adjustments an
resource allocations.
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In Fontana,
91 individuals
identified the City
of Fontana as the
city of origin when
initially becoming
homeless.
Highlighting the
impact of local
factors such as
housing costs, and
lack of preventative
resources.
As of 2025, the
total number of
sheltered and
unsheltered adults
and children in
Fontana 2025
is 364, with 271
being unsheltered.
Compared to 2024,
homelessness
increased by 63
individuals—52
sheltered and 11
unsheltered—
indicating that
while shelter
capacity may
be improving
slightly, overall
homelessness is
still rising
36 people were
in emergency
shelters and 57
in transitional
housing,
underscoring the
urgent need to
expand low-barrier
shelter options
and permanent
housing solutions.
14 Homeless Solutions Action Plan 2025-2026 – City of Fontana 469 Demographic Information
(*slight variance due to rounding to the nearest whole integer) Age:
n=130
Number
25-34 1 16.7%
35-44 0 0.0%
45-54 1 16.7%
Total: 6 100%*
20 Man (Boy if child) 108 73.0%
Culturally Speci c Identity (e.g., Two-Spirit) 0 0.0%
Transgender 0 0.0%
Non-Binary 1 0.7%
Questioning 0 0.0%
Di
erent Identity 0 0.0%
More Than One Gender 0 0.0%
Total: 148 100%
Unknown 0 0.0%
Woman (Girl if child) 39 26.4%
13.5%
65+ 2 33.3%
55-64 2 33.3%
18-24 0 0.0%
Percent
Chronic Health Condition That is Life-Threatening, Such as Heart, Lung, Liver, Kidney, or Cancerous Disease
Chronically Homeless 55 37.2%
Developmental Homeless 10 6.8%
Homeless for First Time During Past 12 Months 71 48.0%
HIV/AIDS 2 1.4%
Incarcerated During the Last 12 Months 35 23.6%
Foster Care (ever been) 24 16.2%
Gender:
The 2025 Point-in-Time (PIT) Count—an annual snapshot of individuals experiencing homelessness on any single night—identi ed the City of Fontana as having the third-highest number of people experiencing homelessness in San Bernardino County. 2025 Point-In-Time Count Data
The enumeration identified 130 individuals; however, this figure reflects only those surveyed during the count period and should not be interpreted as a comprehensive measure of the total population experiencing homelessness.
Demographic Information
(*slight variance due to rounding to the nearest whole integer) Age:
n=130
Number
25-34 1 16.7%
35-44 0 0.0%
45-54 1 16.7%
Total: 6 100%*
20 Man (Boy if child) 108 73.0%
Culturally Speci c Identity (e.g., Two-Spirit) 0 0.0%
Transgender 0 0.0%
Non-Binary 1 0.7%
Questioning 0 0.0%
Di
erent Identity 0 0.0%
More Than One Gender 0 0.0%
Total: 148 100%
Unknown 0 0.0%
Woman (Girl if child) 39 26.4%
13.5%
65+ 2 33.3%
55-64 2 33.3%
18-24 0 0.0%
Percent
Chronic Health Condition That is Life-Threatening, Such as Heart, Lung, Liver, Kidney, or Cancerous Disease
Chronically Homeless 55 37.2%
Developmental Homeless 10 6.8%
Homeless for First Time During Past 12 Months 71 48.0%
HIV/AIDS 2 1.4%
Incarcerated During the Last 12 Months 35 23.6%
Foster Care (ever been) 24 16.2%
Gender:
The 2025 Point-in-Time (PIT) Count—an annual snapshot of individuals experiencing homelessness on any single night—identi ed the City of Fontana as having the third-highest number of people experiencing homelessness in San Bernardino County. 2025 Point-In-Time Count Data
Homeless Solutions Action Plan 2025-2026 – City of Fontana 15 470 Demographic Information
(*slight variance due to rounding to the nearest whole integer) Total:
(*slight variance due to rounding to the nearest whole integer) Total:
Number Percent
(*Includes Experiencing Homelessness Due to Fleeing Domestic Violence, Dating Violence, Sexual Assault, or Stalking)
Income:
No Monthly Income
Mental Health Disability or Disorder That Seriously Limits Ability to Live Independently
Physical Disability That Seriously Limits Ability to Live Independently Veteran Status
Victim of Domestic Violence*
Race:
$251-$5000
$501-$1,000
More Than $1,000
Unknown
$1-$250
Multiple Races 2 1.4%
27 18.2%
15 10.1%
Substance Use Problem Disability or Disorder That Seriously Limits Ability to Live Independently
26 17.6%
148 100%
Unknown 3 2.0%
White 28 18.9%
Native Hawaiian or Paci c Islander 1 0.7%
Middle Eastern or North African 0 0.0%
Hispanic/Latina/e/o 78 52.7%
Black, African American, or African 27 18.2%
Asian or Asian American 4 2.7%
American Indian, Alaska Native, or Indigenous 5 3.4%
27 16.2%
27 18.2%
148 100%
3 2.0%
21 14.2%
14 9.5%
18 12.2%
19 12.8%
73 49.3%
2025 Point-In-Time Count Data
16 Homeless Solutions Action Plan 2025-2026 – City of Fontana 471 Launched in January 2021, the Homeless Outreach Support Team (HOST) is a collaborative e ort between the Fontana Police Department, San Bernardino County Probation, and the Department of Behavioral Health. The team is made up of a police o cer, a
probation o
cer, and a social worker, working together to provide direct outreach to individuals experiencing homelessness.
Beyond enforcement, HOST focuses on building trust and guiding people toward housing and stability. This includes helping individuals complete housing applications, obtain vital documents, and access mental health services, treatment programs, and public bene ts.
The team plays a critical role in Fontana’s strategy to reduce homelessness through a support- rst approach that combines public safety
with long-term care and housing solutions.
HOST works in partnership with the Fontana Police Department Multiple Enforcement Team (MET) to address and resolve encampments, while o ering support and service connections to those in need. The team conducts regular outreach in parks, business areas, and residential neighborhoods, responding to calls for service and proactively engaging with unsheltered individuals.
FONTANA POLICE DEPARTMENT &
HOMELESS OUTREACH SUPPORT TEAM FACTS
2024 Fontana Police Department/HOST/MET Accomplishments 7,856
1,554
84 63
5 25
Calls related to servicing unsheltered
Interactions with HOST (o ering resources)
Unsheltered enrolled in improvement programs
Average of new homeless intake every month
Unsheltered individuals who returned to their origin
city/state
Unsheltered individuals who received interim/temporary
housing
UNSHELTERED INDIVIDUALS
HOUSING 84 who received interim/temporary
UNSHELTERED INDIVIDUALS
ORIGIN/STATE
63 who returned to their
UNSHELTERED ENROLLED IN
PROGRAMS
5 IMPROVEMENT
CALLS
7,856
related to servicing
unsheltered
INTERACTIONS
1,554
with HOST
(o ering resources)
of new homeless intake
EVERY MONTH
AVERAGE
25 Homeless Solutions Action Plan 2025-2026 – City of Fontana 17 472
ACKNOWLEDGEMENTS
18 Homeless Solutions Action Plan 2025-2026 – City of Fontana The City of Fontana Homeless Solutions Action Plan was developed through a highly collaborative and comprehensive team effort. This plan would not have been possible without the participation of front-line staff who work in Fontana’s homeless response system every day.
City of Fontana
Mayor Acquanetta Warren
City Manager Matt Ballantyne
Deputy City Manager Philip Burum
Valerie Gonzales, Housing Development Manager
Monique Carter, Communications & Marketing Manager
Johnathan Hernandez, Homeless Services Coordinator
Fontana Police Department
Homeless Outreach &
Multiple Enforcement Team
Chief of Police Michael Dorsey
Captain James Burton
Lieutenant Tracy Dills
Sergeant Brian McLane
Corporal Valerie Gutierrez
Sergeant Marc Gonzales
Corporal Matthew Rodgers
Officer Christy Tomicic
Supportive Organizations
San Bernardino County Board of Supervisors
San Bernardino County Department of Behavioral Health Department San Bernardino County Probation Department
San Bernardino County Fire Department
San Bernardino County Community Development and Housing Water of Life Church
City Link
Quality Management Group
The Rivers Edge Ranch
Symba Center
U.S Department of Housing and Urban Development
Senator Alex Padilla
Representative Pete Aguilar
Representative Norma Torres
473
Homeless Solutions Action Plan 2025-2026 – City of Fontana 19 SPECIAL THANKS
SPECIAL THANKS
to the Mayor’s Advisory Council on Homelessness
On behalf of the City of Fontana, we would like to extend our deepest gratitude to the Homeless Advisory Council on Homelessness for your valuable contributions to the Homeless Solutions Action Plan. Your insights, lived experience, and dedication have been instrumental in shaping a plan that is both compassionate and effective to resolve homelessness.
Your voices have shaped a plan that reflects our community’s real needs and builds the foundation for responsive, sustainable solutions. Thank you for your partnership, advocacy, and ongoing commitment to ending homelessness in our City.
Mayor's Advisory Council on Homelessness 2025
474
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
909-350-7600
www.fontanaca.gov SCAN FOR MORE INFO
HOMELESSRESOURCES.FONTANACA.GOV 475
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 25-0577 Agenda Date: 10/14/2025
Agenda #: O. Category: Consent Calendar
FROM:
Engineering
SUBJECT:
Approve Second Contract Change Order for Reconstructing Two Curb Ramps located at the Northeast and Southeast Corners for the Construction of Traffic Signal at Duncan Canyon Road/Citrus Avenue, as part of the Reimbursement Agreement with HDO4, LLC RECOMMENDATION:
1. Approve second contract change order for reconstructing two curb ramps located at the northeast and southeast corners for the construction of traffic signal at Duncan Canyon Road/Citrus Avenue, as part of the Reimbursement Agreement with HDO4, LLC.
2. Approve appropriation and allocate the amount of $3,901.14 from Fund 604 - Measure T. ..End COUNCIL GOALS:
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.
· To invest in the City’s infrastructure (streets, sewers, parks, etc.) by focusing on relief of traffic congestion.
DISCUSSION:
The developer, HDO4, LLC, proposed the construction of two traffic signals, one at the intersection of Duncan Canyon Road and John Previti Avenue and another at the intersection of Duncan Canyon Road and Citrus Avenue, to improve circulation and enhance public safety and subsequently requested a reimbursement agreement. On April 8, 2025, the City Council approved the reimbursement agreement with HDO4, LLC for the construction of the two traffic signals.
Since the execution of the agreement, the developer submitted the first contract change order for the Duncan Canyon Road and Citrus Avenue intersection in the amount of $55,463.94 on August 12, 2025. The first change order was requested due to the inability of the contractor to install conduit by directional boring due to rocky soil conditions for certain portions of the intersection and included costs associated with installing the conduit by trenching and the paving required as part of the trench repair. Per the approved reimbursement agreement, the first change order amount was within the ten percent (10%) contingency approved as part of the project cost for the Duncan Canyon Road and Citrus Avenue intersection, and the City Manager possessed the authority to approve the change order.
On August 26, 2025, the developer submitted a second contract change order request for the reconstruction of two existing curb ramps located at the northeast and southeast corners of Duncan Canyon Road and Citrus Avenue. The developer asserted that reconstruction of the curb ramps was City of Fontana Page 1 of 2 Printed on 10/9/2025
powered by Legistar™476
File #: 25-0577 Agenda Date: 10/14/2025
Agenda #: O. Category: Consent Calendar
not within the original scope of the traffic signal construction. The requested amount is $33,269.20, which exceeds the remaining contingency balance of $29,366.06, resulting in an excess of $3,901.14 over the approved reimbursement cap. Pursuant to the reimbursement agreement, the City Manager does not have the authority to approve amounts exceeding the ten percent (10%) contingency, and City Council approval is required for such expenditures.
FISCAL IMPACT:
The cost associated with the approval of this item is $3,901.14 and will be funded with Measure T (Fund 604) funds. Funds are included in the FY2025-26 Operating Budget and available in account 60437000. Any necessary budget adjustments will be included in the next Quarterly Budget Report.
MOTION:
Approve staff recommendation.
City of Fontana Page 2 of 2 Printed on 10/9/2025
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Duncan Canyon & Citrus Avenue Traffic Signal Improvements Total Change Order Construction Contingency (10%)
Excess of Contingency
(10%)
Engineering,
Surveying
City Inspection,
Permit Fees SCE Fees Bonds (2%) Administrative Overhead (15%) - 1,167,381.00 848,303.00 84,830.00 - 72,700.00 - 2,914.00 18,663.00 139,970.00 55,463.94 - - 29,366.06 - - - - - -
- - 848,303.00 - - 72,700.00 - 2,914.00 18,663.00 139,970.00 33,267.20 - - - - - - - - -
- - 848,303.00 - 3,901.14 72,700.00 - 2,914.00 18,663.00 139,970.00 - 1,167,381.00 - - 3,901.14 - - - - -
Original Reimbursable Contract…...............................................................................
Change Order No. 01…...............................................................................
Change Order No. 01 Cost After Contingency Applied…...............................................................................
Change Order No. 02…...............................................................................
Change Order No. 02 Cost After Contingency Applied…...............................................................................
Updated Reimbursable Contract (if Approved)…...............................................................................
CHANGE ORDER NO. 2
EXHIBIT C
Improvement:
Hard Costs Soft Costs
MUROW | 16800 Aston St. Suite 200, Irvine, CA 92606 478 Change Order Form for Construction Contracts Under a Reimbursement Agreement.
PART I.
Project: Change Order Date: 10/06/25
Agreement Type: Agreement Date: 04/14/25
Discrete Component:
Developer:
Telephone: Telephone:
PART II.
Unit
Measure Cash --
1. 2.0 EA 16,633.60 33,267.20 33,267.20 -
TOTAL: 33,267.20 33,267.20 -
PART III.
Acknowledge by:
Acknowledge by:
Acknowledge by:
Date
Contractor (Belco) Date
Agency (City of Fontana) Date
Remove & Replace Curb Ramp
Developer (The Previti Group)
Description of Work: GT General Inc. has provided a Change Order Request to remove and replace the curb ramps for the Duncan Canyon & Citrus Avenue Traffic Signal.
GT General's proposal includes total costs of $33,267.20. This additional work is the result of the revised drawings approved by the City of Fontana for the northeast and southeast corner curb ramps. GT General's scope includes removing and replacing the curb ramps and constructing new curb ramps per the City of Fontana's Standard 1003.
GT General to call for City Inspector at least 24 hours in advance to monitor all work associated with Change Order. GT General will provide material receipts, equipment charges, and timesheets on a daily basis to the City Inspector.
Breakdown of Change Order:
Item Description Qty Unit Cost Total Eligible for Reimbursement Chino, CA 91710 Ontario, CA 91764
909.993.5470 909.354.8000
Plan Revision Required:
Field Change Required:
Traffic Signal
Contractor: Elecnor Belco Electric, Inc. The Previti Group 14320 Albers Way 2151 E. Convention Center Way, Ste. 114 CHANGE ORDER NO. 2
Jurisdiction: City of Fontana
Duncan Canyon & Citrus Avenue Improvements
Cash
Yes
Yes
No
No
MUROW | 16800 Aston St. Suite 200, Irvine, CA 92606 479 1912 Elise Circle., Corona, Ca 92879
25-079A Date:
Customer: Project Name:
Address: 2151 E. Convention Center Way, Suite 114
City: Ontario, CA 91764 Project address:
Attn: [email protected] City: Fontana, CA
Scope of Work: Provide and place, labor and material to complete the following:
Item No. Bid Qty U/M Unit Price Item Total
PREVAILING WAGE
01-01 2.00 EA $ 16,633.60 $ 33,267.20
33,267.20
Proposal:
Item Description
9/10/2025
The Previti Group
Thank you for the opportunity to bid on this project. GT General proposes to perform the following scope of work based on quantities Scale measured on FOUSCO Engineering NOT Dated.
Remove & Replace Curb Ramp Per City Of Fontana
Standard 1003.
Duncan Canyon South - Subgrade Grading.
Duncan Caanyon Rd & Citrus Ave.
(951) 545-5402 [email protected] Or (951) 768-2035 [email protected] 1912 Elise Circle., Corona, Ca 92879 | Lic. #1105565 | DIR# 1001051342