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2015/09/21 Hewlett-Packard Company Pinter services 0/ HP MANAGED PRINT SERVICES AND STATEMENT OF WORK This HP Managed Print Services and Statement of Work('SOW') is made on the Effective Date specified below between Hewlett-Packard Company ("HP")and the customer named below("Customer")and applies to Customer's purchases and HP's provision of managed print and support services(the "Services")from HP. This SOW is governed by and subject to the State of California Participating Addendum#7-12-70-33 to the WSCA NASPO New Mexico MPS agreement attached hereto as Exhibit A(the"Agreement").This SOW must be signed by both parties to be effective. Capitalized terms not defined herein are defined In the Agreement TERM: 36 MONTHS HP WILL PROVIDE SUPPORT WHICH INCLUDES THE FOLLOWING: ® Toner Cartridges ® Response Time-See Exhibit B ® Detailed Usage Reports ® Maintenance Items ® Cfeanings at Every Technician Visit ® Dedicated Account Manager PRICING SCHEDULE SUPPORT RATES FOR THE VARIOUS DEVICES ARE AS FOLLOWS: MODEL TYPE RATE - PRbG MODEL TYPE RATE PROG Kyocera TaskAlfa 4551ci Black $0.0076 PS Kyocera TaskAlfa 4551ci Color $0.0450 PS SERVICE LEVEL DEFINITIONS(PROG). Premium Support(PS): Includes toner cartridges,maintenance kits,parts and repairs. Support programs also include cleanings at every service visit,a dedicated account manager and/or MPS consultant,detailed usage reports, and phone support. Upon receipt of all supplies provided by HP under this Agreement,Customer shall be responsible for their safekeeping and shall reimburse HP,at the then-current retail list price,for any supplies that are lost,stolen or damaged. Except to the extent that a specific requirement is set out in this SOW,HP will manage the method and provision of the support programs in its sole discretion. HP encourages Customer to use HP's cartridge return program for empty laser and ink cartridge disposal. See www.hp.com/recycle for details. Special note for HP Officeiet Pro commercial inkiet devices with cartridge carriages(DOES NOT APPLY TO THE OJP X series): Service pricing allows for unit replacement(as a service part)for a maximum of 4 years from the device release/introduction date. After this time., Customer will be responsible for device replacement. At HP's discretion, Customer may be issued a credit towards device replacement. NOTE: Replacement devices are property of Customer(or the lease company)unless specifically identified by HP and shall remain under support for the term of the original contract. Supplies will be shipped to Customer and It will be responsibility of Customer to replace the ink cartridges. Response Times: HP offers four response times depending on locations: HP Premium—Priority 2-Hour Response with toner installation(available in limited markets only) HP Priority—Priority 4-Hour Response,toner drop ship HP Advantage—Next Business Day Response,toner drop ship HP Extended Reach—Depending on location,it may be greater than NBD response TERM.TERMINATION&RENEWAL. The term of this SOW will begin on the SOW Effective Date and will continue for the Term indicated above. This SOW will automatically renew for successive twelve(12)month terms unless(1)HP is notified,in writing,of Customer's intention not to renew at least sixty (60)days before the Term expiration; or(ii)HP notifies Customer of its intent not to renew. Rates listed In the Pricing Schedule above are fixed for the initial Term of this SOW. HP reserves the right to increase the rates at each renewal.HP will provide Customer with ninety(90)day written notice prior to making any rate changes at a renewal. Customer may only terminate this Agreement In the event of HP's non-performance. HP will have thirty(30)days from Customer's written notice to cure such.concerns. If HP's cure does not resolve Customer's concerns within the thirty(30)day period,this Agreement will terminate ninety(90)days after the written notice was received. This Agreement may not be cancelled for convenience by Customer. In the event of any early termination of this Agreement for any reason other than HP's non-performance,HP,in its sole discretion,may assess Customer the number of impressions estimated to be remaining for the term of this Agreement based on the most recent historical impression counts("Termination Penalty'). Upon termination of this Agreement,Customer will pay HP for all Services performed,and all charges and expenses then due HP under this Agreement,including any applicable Termination Penalty. HP reserves the right to terminate this Agreement at any time. DEVICES COVERED UNDER THIS AGREEMENT. The rates listed in the Pricing Schedule above and the terms contained herein are offered based on supporting all eligible devices within the organization and keeping the remote monitoring software active. All devices of a similar model/series must be enrolled in the support program 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 modeltserles. Supportable devices that are added at a later date that are not currently included in the Pricing Schedule will be added at the then Version#00.2 HP Confidential Page 1 0 HP MANAGED PRINT SERVICES AND STATEMENT OF WORK current rate. Devices must be in a working condition prior to being enrolled in this program. If a device to be added to this Agreement is not new,HP will determine if repairs are required to bring the device to a working condition. If repairs are required,HP may provide those parts and repairs at HP's standard parts and service rates. If a mono device to be enrolled has a"toner low"condition,Customer will be invoiced 50%of the retail price of a new toner cartridge. On color devices,any toner cartridges that are"toner low"upon setup beyond the first cartridge will be invoiced at retail price. Customer agrees to follow correct device operation guidelines as specified by the manufacturer. 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. HOURS OF SERVICE. HP's normal business hours are Monday through Friday,8:00 a.m.through 5:00 p.m.local time. Service requests can be made 247 via phone voice mail or electronically(service portal). 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,but does provide technician support during the following holidays: • Martin Luther King Day • Presidents'Day • Friday following Thanksgiving • Christmas Eve • HP company-wide shut down between Christmas and New Year's Day After-hours service is only available in limited areas for US$150.00 per incident. After-hours service is not available in all areas. PRICING,CUSTOMER REQUIREMENTS. Pricing will be billed at the per impression rates by device model1series as listed in the Pricing Schedule. One impression is equal to one 8 1/2"x 11"page or one 8 112"x 14"page. Color rates will apply to all impressions with printed color. Duplex printing equals two impressions. Customer is responsible to keep the remote monitoring software installed,active,and fully reporting at all locations and on all supported devices during the term of this Agreement.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 B. 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 non-reporting 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 Agreement,Customer agrees to allow HP the right to collect and use data through the remote monitoring software. HP also uses the remote monitoring software to collect impression counts for billing. If HP is unable to retrieve impression counts for billing,HP will invoice Customer with an estimated billing at the recent historical billing interval impression count for each device. If an estimated billing occurs,HP will credit Customer for any over-billing and Customer agrees to pay HP for any under-billing that is discovered once the impression counts are reconciled. HP may change credit terms or payment terms due to materially adverse changes in Customer's financial condition or payment history. Special note for devices not capable of reporting page counts: There are some older printers or devices more suited for personal use that are unable to report page counts for regular collection. For these models,pricing will be based on actual ink or toner cartridges delivered to Customer during the billing period. HP will use the manufacturer's stated yield as assumed use for each cartridge,multiplied by the impression rates listed in the Pricing Schedule; actual impression counts will not be reported.This only applies to devices unable to report page counts for regular collection.This does not apply to devices that are capable of reporting page counts,but which are not reporting page counts as a result of the monitoring software being de-activated or otherwise failing. ,Special note for devices requiring JetAdvantage Management(JAM)software: There are certain devices,designated as mSKU devices in the Pricing Schedule above,which require that additional software,JetAdvantage Management(JAM),be installed in order for the benefits of the mSKU devices to be realized.Customer is responsible for assisting in a timely installation of JAM and for maintaining and ensuring that JAM and any mSKU devices are installed and working properly in conjunction with one another.If Customer uses non-OEM supplies with any mSKU devices,then JAM may not function properly,it may be disconnected,and any benefits thereof may be discontinued. If JAM or an mSKU device is not properly installed or working correctly nor used in conjunction with one another,then any associated benefits of JAM and mSKU devices are temporary and subject to change.This includes Increasing the per impression rates listed for the mSKU device in the Pricing Schedule to those rates designated for non-mSKU devices.This section only applies if the Pricing Schedule,or an addendum thereto,specifically includes mSKU devices. TONER COVERAGE. HP regularly reviews toner consumption. if it is discovered that there are devices that are printing with greater than 7%toner coverage for mono,and 28%toner 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 coverage below these limits,HP may increase the rates by the same percentage that the toner coverage exceeds the targets. Those Increased rates will remain in place until the next annual review. DEVICE OBSOLESCENCE. When the manufacturer no longer supports a device and replacement parts 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. Version#00.2 HP Confidential Page 2 0/ HP MANAGED PRINT SERVICES AND STATEMENT OF WORK ITEMS NOT COVERED. The following items are not covered under the Services: paper,staples,font cartridges,firmware upgrades,third-party SIMM or DIMMs,accessories,and all external interface cards. Imaging supplies provided by HP under this Agreement remain the property of HP at all times. REMOVAL OF PERSONALLY IDENTIFIABLE INFORMATION(PII). In the event that Customer requests that HP repair or replace a device,Customer shall have completed final data disposition of any Customer PII on such device, e.g. encryption, overwriting or degaussing, prior to the repair and/or delivery of such device to HP. SOW 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 SOW,which may include,but is not limited to,adjusting rates and/or service level commitments.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 SOW to the extent such failure is due to delayed,false,or inaccurate information provided by Customer. INVOICING. HP will invoice quarterly in advance,based on the impressions made during the previous quarter. Invoice terms are Net 30. HP and Customer agree by application of their duly authorized representative's respective signatures below that this SOW should become effective as of the SOW Effective Date. A SOW EFFECTIVE DATE: / s� !!?O/,-g— Agreed to by: HEWLETT-PACKARD COMPANY Agreed to by: CITY OF MENNIIFFE'E^ Authorized Signature: Authorized Signnature: 'c' y Print Name: KF(.Ly 4Q.S, Print Name: bE✓LE-X 1 Lo v„$tk/ Date: D C/— --V—4�`­O/57 Date: I3 -1 S Address: 2580 S.Decker Lake Blvd. Address: 29714 Huan Rd. Ste.200 Menifee,CA 92586 Salt Lake City,LIT 84119 Contact Name: L v Q-1 G1 A%Q1AorJ Contact Name: t /�/11.1.-1 A K500 Phone: 61 S I — SOO— V1 4�3 Phone: Email: Lo 21. 01A&A1.tb4 *P.CaW� Email: U W 11•� SUn/�(i vF/j�j�1//Ft�•U� Fax: Fax: Version#00.2 HP Confidential Page 3 AN HP MANAGED PRINT SERVICES AND STATEMENT OF WORK EXHIBIT A:HP CUSTOMER TERMS—SUPPORT AGREEMENT 1. Parties. These terms represent the agreement ("Agreement') that remains confidential. These obligations do not cover information that:i)was governs the purchase of support services from the Hewlett-Packard known or becomes known to the receiving Party without obligation of Company entity identified in the signature section above ("HP") by the confidentiality; ii)is independently developed by the receiving Party;or ili) Customer entity Identified above("Customer'). HP and Customer may be where disclosure is required by law or a governmental agency. individually referred to as"Party',and collectively as the"Parties". 13. Personal Information, Each Party shall comply with their respective 2. Orders. "Order" means the signed HP Managed Print Services and obligations under applicable data protection legislation. HP does not intend Statement of Work including any supporting material which the Parties to have access to personally identifiable information("Pit")of Customer in identify as incorporated either by attachment or reference ("Supporting providing services.To the extent HP has access to Customer Pit stored on a Material").Supporting Material may include(as examples)support product system or device of Customer, such access will likely be incidental and lists, hardware or software specifications, standard or negotiated service Customer will remain the data controller of Customer Pit at all times.HP will descriptions, data sheets and their supplements, and statements of work use any Pit to which it has access strictly for purposes of delivering the (SOWS),published warranties and service level agreements. services ordered. 3.Prices and Taxes. Initial prices will be as quoted in writing by HP. Prices 14.Global Trade compliance. Services provided under these terms are for are exclusive of taxes, duties, and fees (including Installation) unless Customers internal use and not for further commercialization. HP may otherwise quoted. If a withholding tax is required by law,please contact the suspend its performance under this Agreement to the extent required by laws HP order representative to discuss appropriate procedures. applicable to either Party. 4.Invoices and Payment, Customer agrees to pay all invoiced amounts 15.Limitation of Liability. HP's liability to Customer under this Agreement within thirty (30) days of HP's invoice date. HP may suspend or cancel is limited to the greater of$1,000,000 or the amount payable by Customer to performance of open Orders or services if Customer fails to make payments HP for the relevant Order. Neither Customer nor HP will be liable for lost when due. revenues or profits, downtime costs, loss or damage to data or indirect, S.Support Services. HP's support services will be described in the Order special or consequential costs or damages. This provision does not limit and any applicable Supporting Material,which will cover the description of either Party's liability for.unauthorized use of intellectual property,death or HP's offering, eligibility requirements, service limitations and Customer bodily injury caused by their negligence;acts of fraud;willful repudiation of responsibilities,as well as the Customer devices supported. the Agreement; nor any liability which may not be excluded or limited by 6.Eligibl Itty. HP's service,support and warranty commitments do not cover applicable law. claims resulting from: (1) improper use, site preparation, or site or 16.Disputes. If Customeris dissatisfied with any services purchased under environmental conditions or other non-compliance with applicable Supporting these terms and disagrees with HP's proposed resolution,we both agree to Material;(2)Modifications or improper system maintenance or calibration not promptly escalate the issue to a Director(or equivalent executive)in our performed by HP or authorized by HP;(3)failure or functional limitations of respective organizations for an amicable resolution without prejudice to the any non-HP software or product impacting systems receiving HP support or right to later seek a legal remedy. service; (4)malware (e.g.virus,worm, etc.)not introduced by HP; or(5) 17.Force Majeure.Neither Party will be liable for performance delays or for abuse,negligence,accident,fire or water damage,electrical disturbances, non-performance due to causes beyond its reasonable control, except for transportation by Customer,or other causes beyond HP's control, payment obligations. 7.Dependencies. HP's ability to deliver services will depend on Customer's 16. Termination. Either Party may terminate this Agreement on written reasonable and timely cooperation and the accuracy and completeness of notice if the other fails to meet any material obligation and fails to remedy the any information from Customer needed to deliver the services. breach within a reasonable period after being notified in writing of the details. B.Change Orders. Both Parties agree to appoint a project representative to if either Party becomes insolvent,unable to pay debts when due,files for or serve as the principal point of contact in managing the delivery of services is subject to bankruptcy or receivership or asset assignment,the other Party and in dealing with issues that may arise.Requests to add additional service may terminate this Agreement and cancel any unfulfilled obligations. Any locations will require an Addendum signed by both Parties. Additional terms in the Agreement which by their nature extend beyond termination or models/series of devices not currently priced on the Order will be added at expiration of the Agreement will remain In effect until fulfilled and will apply to the then-current rates. both Parties'respective successors and permitted assigns. 9. Services Performance. Services are performed using generally 19. General. This Agreement represents our entire understanding with recognized commercial practices and standards. Customer agrees to respect to its subject matter and supersedes any previous communication or provide prompt notice of any such service concerns and HP will re-perform agreements that may exist. Modifications to the Agreement will be made only any service that fails to meet this standard. through a written amendment signed by both Parties. The Agreement will be 10. Intellectual Property Rights, No transfer of ownership of any governed by the laws of the country of HP or the HP Affiliate accepting the intellectual property will occur under this Agreement. Customer grants HP a Order and the courts of that locale Wit have Jurisdiction,however,HP or its non-exclusive,worldwide, royalty-free right and license to any intellectual Affiliate may, bring suit for payment in the country where the Customer property that is necessary for HP and its designees to perform the ordered Affiliate that placed the Order is located.Customer and HP agree that the services. United Nations Convention on Contracts for the International Sale of Goods 11.Intellectual Property Rights Infringement. HP will defend and/or settle will not apply.Claims arising or raised in the United States will be governed any claims against Customer that allege that an HP-branded product or by the laws of the state of California,excluding rules as to choice and conflict service as supplied under this Agreement Infringes the intellectual property of law. rights of a third party. HP will rely on Customers prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or,for support services,the balance of any pre- paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services. 12. Confldentiality, Information exchanged under this Agreement will be treated as confidential If identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees,agents or contractors with a need to know such Information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or(If longer)for such period as the information Version#00.2 HP Confidential Page 4 01 HP MANAGED PRINT SERVICES AND STATEMENT Or WORK EXHIBIT B-SLAB by LOCATION ResponseAddress City State ZIP 29714 Huan Rd. Menifee CA 92586 Priority No 29995 Evans Menifee CA 92586 Priority No Response Times: HP offers 4 response times depending on locations: HP Premium—Priority 2 Hour Response with toner installation(available in limited markets only) HP Priority—Priority 4 Hour Response,toner drop ship HP Advantage—Next Business Day Response,toner drop ship HP Extended Reach—Depending on location,it may be greater than NBD response Version#00.2 HP Confidential Page 5