MAS - HPI Federal LLC - GS35F446AA

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GENERAL SERVICES ADMINISTRATION

Federal Supply Service

HPI Federal LLC’s GSA Contract Number GS-35F-446AA

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT, AND SERVICES

Contract Period:

July 3, 2013 – July 2, 2028

Federal UEI Number is DJRUN4KK1HK3

CAGE Code: 7ESQ7

Headquarters located at:

1299 Pennsylvania Ave NW

Suite 475 Washington, DC 20004

Telephone Number:

800-727-5472

Pricelist current through Modification #0756 dated November 12, 2024

HP is a large business.

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!® is www.GSAAdvantage.gov ®

HPI Federal LLC offers a wide range of IT products including Desktops, Workstations, Mobile Computing, Thin Clients, Printers and Multi-Function Print offerings, HP Poly Solutions, HP Ink/Toner, and various Care Pack and upfront Service offerings to support the Federal government.

Select Third-Party manufacturer offerings are also available and include APC, Cherry Americas, GETAC Rugged Computing, Samsung, and Targus.

Please visit HPI Federal LLC’s GSA website www.hp.com/go/gsa for additional contract information including access to HPI’s latest GSA Price Lists.

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IMPORTANT CUSTOMER INFORMATION

1. HP is offering the following Special Item Numbers:

SIN 532420L Leasing of Product SIN 33411 Purchase of New Equipment SIN 811212 Equipment Maintenance SIN OLM – Order Level Materials SIN NEW – Introduction of New Supplies and Services

HPI Federal LLC does not participate in the SLED Cooperative Purchasing Program. State, Local, and Educational Entities are not allowed to purchase via use of this contract.

2. MAXIMUM ORDER

The Maximum Order for Special Item Numbers (SINs) in support of this contract is $500,000.

3. MINIMUM ORDER

The minimum dollar of orders placed against this contract is $50.

532420L (Leasing), the minimum order size is $50,000.00 (net GSA purchase price) Minimum order size is 500 devices.

4. GEOGRAPHIC SCOPE OF CONTRACT:

Domestic delivery is delivery within the 48 contiguous states (CONUS), Alaska (within 25 miles of Anchorage), Hawaii (Island of Oahu only), and Washington, DC. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery to points outside of the 48 contiguous states, Washington, DC, Alaska (within 25 miles of Anchorage, Hawaii (island of Oahu only) is OCONUS and not in scope for this GSA contract.

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided at no cost to contractor and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

5. Points of Production - This varies from product to product. Please contact HP directly with any specific questions pertaining to Country of Origin or Points of Production for a specific product.

6. DISCOUNTS: Prices shown in HPI Federal LLC’s price list reflects GSA net pricing. Please refer to additional information pertaining to other discounts that are available in support of this contract identified below in section 7.

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7. QUANTITY DISCOUNTS

HPI Federal LLC is pleased to offer additional discounts for HP Personal Systems. For device quantities in excess of 100 devices, an additional 3% will be offered. For device quantities that exceed 500 devices, an additional 5% will be offered. This excludes HP Smart Buys, HP Poly offerings, and HP Services (Care Packs, Installation, etc.). Please contact HP sales for additional details.

8. Prompt payment terms: Discounts for prompt payment are not offered.

9. Contractor accepts Government credit cards as an acceptable payment method in support of this contract.

10. HP does offer items with a foreign Country of Origin, and it varies on a per product basis. This information is available on GSA Advantage!®

11. DELIVERY

a. Time of Delivery: The Contractor shall deliver to destination within 30 days after receipt of a valid order (ARO) or as agreed upon between HP and the Ordering Agency for all SIN categories in support of this contract.

Expedited delivery may be available but must be confirmed prior to order placement as additional charges may apply. Customers can obtain information on expedited delivery by contacting contacts identified in section 13.

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery.

The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12. FOB: Destination

13. a. CONTRACTOR’S ORDERING

ADDRESS

HPI Federal LLC Attn: GSA Contracts Order Management 1299 Pennsylvania Ave NW Suite 475 Washington, DC 2004

Please refer to the below referenced to obtain assistance with quotations, orders, or general questions regarding HP Products and Services :

� All non-Air Force orders, please email uscivagencies@hp.com � All Air Force orders, please email usaf@hp.com � To obtain a quote, pricing information, inventory requests or escalations, please

HPI FEDERAL LLC GS‐35F‐446AA 4 | P a g e email GSAAFAdvantage@hp.com � For GSA GSS or for general GSA contract inquiries, please email GSAGSSrequests@hp.com � For Letter of Supply or verification of authorized HP GSA resellers, please email hpinclosh@hp.com or contact Dawn Korman at dawn.korman@hp.com

For Service/Warranty: 1-800-633-3600 Fax number for purchase orders: 1-800-344-9396 or 1-800-825-2329

b. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

Information may also be obtained on Contractor's web page http://www.hp.com/go/gsa/

14. Payment Addresses:

HPI Federal LLC P.O. Box 419517 Boston, MA 02241-9517

Any electronic payment requires prior ACH Agreement Form to be completed. Please contact HP for additional information if needed.

15. Warranty provision- HP’s standard commercial warranty.

16. STATEMENT CONCERNING AVAILABILITY OF EXPORT

PACKING: Export packaging is not available under this contract.

17. Terms and conditions of Government purchase card acceptance. See #9 above.

18. Terms and conditions for maintenance and repair (if applicable) are incorporated herein. Rental terms are not offered under this contract.

19. Terms and conditions of installation (if applicable) – Refer to terms in SIN 33411.

20. Terms and conditions of repair parts are not applicable as Repair/spare parts are not offered under the contract. Please refer to terms in SINs 811212.

21. List of participating dealers is not applicable as HP has no dealers under this contract.

23. Preventive Maintenance – refer to SIN 811212

24. a. Special attributes such as environmental attributes (e.g. recycled content, energy efficiency, and/or reduced pollutants.)

Information on HP products which meet FAR 52.225-15 Energy Efficiency in Energy-Consuming Products (DEC 2007) and FAR 52.223-16 IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) may be viewed at www.epeat.net. This information is not captured in our GSA Schedule price list.

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b. Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): www.hp.com/accessibility

The EIT standard can be found at: www.Section508.gov/

25. HP is registered at www.sam.gov.

26. HP adheres and maintains strict health and safety policies. The certification mark of Occupational Safety and Health Administration (OSHA) and Nationally Recognized Test Laboratories (NRTL) are displayed on the product regulatory name plate. Product specific information may be requested directly from HP.

FSC CLASS CODES BY SIN

SPECIAL ITEM NUMBER 532420L

LEASE OF HARDWARE

FSC/PSC Class W070 LEASE-RENT OF ADP EQ & SUPPLIES

SPECIAL ITEM NUMBER 33411

PURCHASE OF HARDWARE

FSC CLASS 7010 - SYSTEM CONFIGURATION

End User Computers/Desktop Computers Professional Workstations Servers Laptop/Portable/Notebook Computers Large Scale Computers Optical and Imaging Systems Other Systems Configuration Equipment, Not Elsewhere Classified

FSC CLASS 7025 - INPUT/OUTPUT STORAGE

Printers

Display Graphics, including Video Graphics, Light Pens, Digitizers, Scanners, and Touch Screens Network Equipment Other Communications Equipment Optical Recognition Input/Output Devices Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Disk Storage Other Input/Output and Storage Devices, Not Elsewhere Classified

FSC CLASS 7035 - ADP SUPPORT Support

Equipment

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FSC Class 7042 - MINI AND MICRO COMPUTER CONTROL DEVICES Microcomputer Control Devices Telephone Answering and Voice Messaging Systems

FSC CLASS 7050 - ADP COMPONENTS

ADP Boards

FPDS Code N070 for Equipment Offered Installation

SPECIAL ITEM NUMBER 811212 - EQUIPMENT MAINTENANCE

FSC/PSC Class J070 - Maintenance and Repair /Spare Parts - See FSC Class for basic equipment) FSC/PSC Class J058 – Maintenance and Repair of Communication Equipment Maintenance

NOTE: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 33411 of this contract and cannot be purchased separately. If the construction, alteration, or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. In applying the Davis- Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable.

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LEASE TYPES

The ordering activity will consider proposals for the following lease types:

a. Lease to Ownership,

b. Lease with Option to Own, and

c. Step Lease.

Orders for leased products must specify the leasing type.

OPTION 2

To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease.

1. LEASING PRICE LIST NOTICE:

Contractors must include the following notice in their contract price list for SIN 532420L:

“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.”

2. STATEMENT OF ORDERING ACTIVITY INTENT:

a. The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction.

b. Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products.

3. LEASE TERM:

a. The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor.

TERMS AND CONDITIONS APPLICABLE TO LEASING OF GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY PRODUCTS

(SPECIAL ITEM NUMBER 532420L)

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b. Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years if the initial base period or each option period does not exceed a 12-month period. Defense agencies must also consider DOD FAR supplement (DFAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases.

c. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis.

d. Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance.

4. LEASE TERMINATION:

a. The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein.

i. The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with FAR 52.212-4 paragraphs (l) and (m).

ii. The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement.

b. Termination for Convenience of the Ordering Activity: Leases entered under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling.

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c. Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payment for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non-appropriation shall be provided to the Contractor upon request.

d. Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs:

supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.

e. At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section.

LEASE PROVISIONS COMMON TO

ALL TYPES OF LEASE AGREEMENTS

** The following terms and conditions are applicable to any lease awarded under this contract regardless of type or option.**

1. ORDERING PROCEDURES:

a. When an ordering activity expresses an interest in leasing a product(s), the ordering activity will provide the following information to the prospective Contractor:

i. Which product(s) is (are) required.

ii. The required delivery date.

iii. The proposed lease plan and term of the lease.

iv. Where the product will be located.

v. Description of the intended use of the product.

vi. Source and type of appropriations to be used.

b. The Contractor will respond with:

i. Whether the Contractor can provide the required product.

ii. The estimated residual value of the product (Lease with Option to Own and Step Lease only).

iii. The monthly payment based on the rate.

iv. The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items in accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment.

v. A confirmation of the availability of the product on the required delivery date.

vi. Extent of warranty coverage, if any, of the leased products.

vii. The length of time the quote is valid.

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c. The ordering activity may issue a delivery order to the Contractor based on the information set forth in the Contractor’s quote. In the event that the ordering activity does not issue a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire.

2. ASSIGNMENT OF CLAIMS:

GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.804-5. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.

3. PEACEFUL POSSESSION AND UNRESTRICTED USE:

In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity.

4. COMMENCEMENT OF LEASE:

The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order.

5. INSTALLATION AND MAINTENANCE:

a. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased.

b. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties.

6. MONTHLY PAYMENTS:

a. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price.

b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: For Lease Terms of 18 months or longer, 525 bp over the yield of the like-term interest rate swap, as set forth in Federal Reserve Statistical Release H.15 Selected Interest Rates as of the

HPI FEDERAL LLC GS‐35F‐446AA 11 | P a g e preceding date closest to the date of the lease quote letter, and for Lease Terms of less than 18 months, 600 bp over the yield of the like-term interest rate swap, as set forth in Federal Reserve Statistical Release H.15 Selected Interest Rates as of the preceding date closest to the date of the lease quote letter.

The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel).

c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 6.b. above.

d. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less.

NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamortized principle. The methodology for determining lump sum payments may be identified in the pricelist.

e. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment.

7. LEASE END/DISCONTINUANCE OPTIONS:

a. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for No Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either:

i. to purchase the product for the residual value of the product, or

ii. to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed.

b. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. ordering activity shall not assign, transfer, or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien, or encumbrance then except those created for the benefit of Contractor or it's assigns.

c. Returns:

i. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense.

ii. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear.

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iii. Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction.

iv. With respect to software, the ordering activity shall state in writing to the Contractor that it has:

1. deleted or disabled all files and copies of the software from the equipment on which it was installed;

2. returned all software documentation, training manuals, and physical media on which the software was delivered; and

3. has no ability to use the returned software.

8. UPGRADES AND ADDITIONS:

a. The ordering activity may affix or install any accessory, addition, upgrade, product, or device on the product ("additions") provided that such additions:

i. can be removed without causing material damage to the product;

ii. do not reduce the value of the product; and

iii. are obtained from or approved by the Contractor and are not subject to the interest of any third party other than the Contractor.

b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which:

i. were not leased from the Contractor, and

ii. are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration.

c. Any additions that are not so removable will become the Contractor's property (lien free).

d. Leases of additions and upgrades must be co-terminus with that of the product.

9. RISK OF LOSS OR DAMAGE:

The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation.

10. TITLE:

During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of an Lease To Ownership or has otherwise paid the applicable purchase option price.

11. TAXES:

The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority.

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Pursuant to the provisions of FAR 52.229-1 (Deviation – May 2003), State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax.

12. OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5)

a. The Government may purchase the equipment provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor.

The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto.

b. Except for final payment and transfer of title to the Government, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause.

c. The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, based on the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract.

d. The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.”

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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL-PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT (SPECIAL ITEM

NUMBER 33411)

1. MATERIAL AND WORKMANSHIP

The Contractor warrants that the items delivered hereunder will perform in accordance with the Contractor’s written specifications.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

3. TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract.

4. INSTALLATION AND TECHNICAL SERVICES

a. INSTALLATION. When the equipment provided under this contract is not normally self-installable, the

Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed in the price schedule or will be separately quoted on an open market basis.

b. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a- 276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration, or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

The requisitioning activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under

SIN 33411.

Site Preparation.

This section is applicable only when the Government purchases a warranty which includes installation or when the Government purchases installation with their products.

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i. Environmental specifications will be furnished in writing by HP as a part of the equipment package and/or upon request.

ii. The Government shall prepare the site at its own expense and in accordance with the specifications furnished by HPI Federal LLC.

c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased.

5. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item unless the change is due to the defect in the item.

6. WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as stated in the contract’s commercial pricelist will apply to this contract.

b. The Contractor warrants that the items delivered hereunder will perform in accordance with the Contractor’s written specifications.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address will be provided in documentation with equipment or by the support sales representative.

e. Service/Warranty: Support phone number: 800-633-6300.

f. Cost-effectively upgrade or extend your standard warranty with easy-to-buy easy-to-use support packages.

Please contact your dedicated HP Sales Representative for additional information.

g. Warranty uplifts, upgrades, and extensions (Supplemental Warranty Care Pack Services) are available for most hardware and software product categories. Supplemental Care Pack Services may be purchased at time of product purchase or within 90 days after receipt of order.

7. PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect at time of shipment, whichever is less.

8. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT

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When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

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TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR

PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT, RADIO/TELEPHONE EQUIPMENT, (AFTER

EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE

IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT

(SPECIAL ITEM NUMBER 811212)

1. SERVICE AREAS

a. The maintenance and customer support service rates listed in the price list are applicable within the United States only. Additional travel and per diem charges may apply as specified in this schedule contract. Travel for on-site services to Government location is included when purchasing HP Support Services or Care Packs for sites within 200 miles of the primary HP Service Regional office. The HP Service Area for Hawaii is limited to the island of Oahu, and Alaska is limited to locations within 25 miles of Anchorage.

Please consult with the local HP Service Representative for more information on service availability outside of these defined distances. HP offers services outside the United States, but they are not in scope in support of this contract.

b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at a HP Service Center. When shipment of equipment is required, HP will provide the Government with shipping instructions.

2. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS

Repair Service and parts are available outside the scope of this contract.

3. LOSS OR DAMAGE AND MOVEMENT OF EQUIPMENT

a. The Government shall give at least thirty (30) calendar days written notice of the movement of equipment unless such move is required because of an emergency.

b. Shipment to the new installation site shall be at Government expense by padded van or airfreight. The

Government may ship the equipment by Government transportation or by commercial carrier.

c. When the shipment is under the control of the Government, and damage is incurred that results in costs for either labor or parts to restore the equipment to good operating condition at the new site, such costs shall be borne by the Government.

d. When HP removes equipment to its establishment for repairs, HP shall be responsible for any damage or loss, from the time the equipment is removed from the Government installation, until the equipment is returned to such installation.

e. If equipment, being maintained under the terms and conditions of this contract, is relocated to another location, if HP performs site prep and reinstallation services, which are outside the scope of this contract, HP shall continue to maintain the equipment at the new location. Maintenance and travel charges will be adjusted to reflect the new installation location. This does not apply if such movement should move the equipment into a geographical area outside the service areas within the scope of this contract. In this instance, the maintenance order shall be terminated without further obligations being incurred by either HP or the Government.

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f. If equipment, maintained under the terms and conditions of this contract, is relocated, and reinstalled at a different location, by any party other than HP, the requirements for the re-qualification of the relocated equipment are set forth below. Until such time that all necessary requirements are met, the Customer will be responsible for payment of all charges relating to inspection/repair of the Relocated Equipment, in addition to the monthly HP Support Services charges for such equipment.

1) HP will schedule a resource to provide services to recertify relocated equipment upon receipt of Customer’s purchase order or other such invoice authorization as required for the provision of onsite HP resources for the purposes of inspecting and subsequent repair, if required, of the Relocated Equipment.

2) If during the assessment HP determines that the Relocated Equipment is not in good operating condition, Customer agrees to have HP repair the Relocated Equipment to good operating condition. Customer will provide to HP an acceptable purchase order or invoice authorization and pay all associated charges for such repair at HP’s then current Time and Materials rates which is Open Market and not part of the GSA Contract.

3) After completion of the inspection and repair of the Relocated Equipment to good operating condition (if required), a thirty (30) day consecutive period of operation will also be required as part of the re-qualification process. Should the equipment experience any problems or failures during this thirty (30) day timeframe, HP will address such problems or failures by requesting an acceptable purchase order or invoice authorization through which HP will charge the customer the list price of materials (repair parts) needed to restore the equipment to operation. All labor costs associated with such repairs will be included as a part of the customer’s current HP Support Contract coverage. All charges associated with inspection/repair during the entire re-qualification process (as described above) will be in addition to the monthly HP Support Service charges for such Relocated Equipment. This thirty (30) day requirement applies to all Relocated Equipment, excluding Personal Computers (PCs), desktop printers, and handheld devices, including those products that did not require any repair upon the initial inspection by HP.

4) All Relocated Equipment must have a HP Support Services contract in effect and in good standing prior to the relocation of the equipment and be continuous throughout the relocation period.

5) Services provided as part of the re-qualification process are governed by the HP Terms and

Conditions of Sale and Service, CTPF01 – GSA HP CUSTOMER TERMS – PORTFOLIO and CTDS01- Supplemental Data Sheet, as modified by HP’s GSA Addendum.

4. SCOPE

a. With the exception of third party product offerings, HP shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. HP will provide maintenance and support only as Government has an active contract and only when support is generally available to HP customers.

HP Networking Services pertains to network equipment which is manufactured and supported by HP. All other Network devices requiring Services (including HP Branded and/or Vendor Branded) is considered to be third-party support and will not be covered or considered in scope of this contract.

b. Equipment placed under maintenance service shall be in good operating condition.

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1) To be eligible for support under a HP maintenance service contract, equipment must be at current specified OS revision levels and, in HP's reasonable opinion, in good operating condition. To determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the HP.

2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by HP, if the equipment was under HP’s guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order.

3) If the equipment was not under HP's responsibility, the costs necessary to inspect and place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 811212 (or outside the scope of this contract).

c. HP may, at no additional charge, modify products to improve operation, supportability, and reliability, or to meet legal requirements.

d. Relocation of products is the Government's responsibility. Relocation may result in additional support charges and modified service response times. Support of products moved to another country is subject to availability outside the scope of this contract.

e. HP will provide support for products not supplied by HP when approved by HP in writing. HP will provide support for HP products when the Government allows HP to perform modifications if requested by HP under Section 3.c. above. The Government is responsible for removing any products not eligible for support to allow HP to perform support services. If support services are made more difficult because of such product(s), HP will charge the Government for the extra work at HP's standard rates.

f. Support does not cover any damage or failure caused by:

1) use of non-HP media, supplies, and other products; or

2) site conditions that do not conform to HP's site specifications; or neglect, improper use, fire or water damage, electrical disturbances, transportation by the Government, work, or modification by people other than HP employees or subcontractors, or other causes beyond HP's control; or

3) inability of any non-HP products in the Government's environment to correctly process, provide or receive date data (i.e., representations for month, day, and year), and to properly exchange date data with the products supplied by HP.

g. PRODUCT END OF LIFE:

1) Contractor’s products are defined, introduced, sold, and supported under its life cycle policy.

During the period that any product is offered, the actual life cycle of the product is subject to modification based on changing circumstances, which can be either external or internal to the Contractor. These modifications and the notification of the product status within the life cycle should allow customers to maximize their current investment, and to make plans to implement replacement product.

2) End of Support Life:

It is HP's intent to meet its customers’ hardware maintenance service needs for all HP branded products.

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HP will provide software technical support on currently shipping HP branded software and firmware at least for the latest, currently shipping version and the immediately preceding version of the product in question.