HomeMy Public PortalAbout07) 7D Purchase Agreement ServerCity Council
February 16, 2016
Page 2 of 2
directly with a consultant if a competitive bidding by another Federal, State, County or
local government agency has been completed and is in substantial compliance with the
City of Temple City's Code (Code). The quote provided by Sidepath and Dell Computers
is part of the Minnesota WSCA-NASPO Master Agreement (Agreement) with Dell
Marketing, L.P. (Attacment "C"). This Agreement offers a wide variety of commodity,
non-IT Services, and information technology products and services at prices which have
been assessed to be fair, reasonable and competitive. This Agreement also includes an
Addendum for participation of California municipalities which is in compliance with Code
and use of these types of contracts for Local Government agencies is common.
CITY STRATEGIC GOALS:
The City Council is requested to authorize the purchase of two host servers and related
software to further City's Strategic Goal to promote Good Governance.
FISCAL IMPACT:
These items were antiocipated to be replaced during the budget process and funding is
included in the FY 2015-16 City Budget.
ATTACHMENTS:
A. Quote from Sidepath for Two Host Servers and a SAN
B. Quote from Dell Computers for Related Software
C. Minnesota WSCA-NASPO Master Agreement with Dell Marketing, L.P.
Qty Item Code Description Unit Price Ext. Price
'----'-·
370-AAIP Performance Optimized (370-AAIP)
400-AJOW (2) 600GB 10K RPM SAS 12Gbps 2.5in Hot-plug Hard Drive
(400-AJOW)
343-BBDK Electronic System Documentation and OpenManage DVD Kit,
PowerEdge R630 (343-BBDK)
429-AAQM DVD ROM SATA lnternai(429-AAQM)
770-BBBC Ready Rails Sliding Rails Without Cable Management Arm
(770-BBBC)
450-ADWQ Dual, Hot-plug, Redundant Power Supply (1+1), 495W
(450-ADWQ)
450-AALV (2) NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet
(3m), Power Cord, North America (450-AALV)
619-ABVR No Operating System (619-ABVR)
421-5736 No Media Required (421-5736)
370-ABWE DIMM Blanks for System with 2 Processors (370-ABWE)
412-AAEE 120W Heatsink for PowerEdge R630 {412-AAEE)
SubTotal $13,417.02
-...
Compellent SCv2020 ~ 8 x 1.92TB SSD ~12Gb SAS •. -.
1 210-ADRV 5Cv2020 5AS $21,012.41 $21,012.41
470-AAKJ 6Gb Mini-SA$ to Mini-SA$ Cable, 0.6M, Qty 2 {470-AAKJ)
802-1459 Dell Hardware limited Warranty Initial Year {802-1459)
802-1460 Dell Hardware Limited Warranty Extended Year(s) (802-1460)
802-1492 Mission Critical Package: 4-Hour 7x24 On-Site Service with
Emergency Dispatch, Initial Year {802-1492)
802-1493 Mission Critical Package: 4-Hour 7x24 On-Site Service with
Emergency Dispatch, 2 Year Extended (802-1493)
802-1512 ProSupport: 7x24 HW / SW Tech Support and Assistance, 3 Year
(802-1512)
989-3439 Thank you choosing Dell ProSupport. For tech support, visit
http://www.dell.com/support or call1-800-945-335 (989-3439)
998-2207 Hybrid Onsite/Remote Deployment of a Dell Storage SCv2XXX
Series, up to 8 hosts (998-2207)
332-1286 US Order (332-1286)
340-AMXT Dell 5Cv2D20 Shipping (340-AMXT)
403-BBIM 12Gb SAS Dual Controller {403-BBIM)
325-BBLP SCv2DOO/SCv2020 Bezei(32S-B8LP)
400-AJDL (8) 1.92TB SAS 12Gb, Mainstream Rl SSD, 2.5 (400-AJDL)
400-AEPR {16) Hard Drive Filler 2.Sin, single blank (400-AEPR)
770-BBOJ Rack Rails (770-BBOJ)
389-BFUJ SC2020 Regulatory Labei(389-BFUJ)
450-AEJP Redundant Power Supply, 580W (450-AEJP)
492-BBDH C13 to C14, PDU Style, 12 AMP, 2 Feet (.6m) Power Cord, North
America (492-BBDH)
470-ABNN 12Gb HD-Mini to HD-Mini SAS Cable, 2M (470-ABNN)
634-BCRD SCv20xO SSN license (634-BCRD)
634-BCRE SCv2DxO SCOS Base License (634-BCRE)
Sidepath -Storage-Servers SIDOPP005665 Page 2 of 3
Qty Item Code Description
634-BCQZ 5Cv20x0 Local Data Protection license (634-BCQZ)
SubTotal
Pricing does not include Sales Tax or Shipping/Handling unless specifically staled in quote. Note: Sidepath does not collect
sales tax for orders shipped out of the state of California. II will be the customer's responsibihly to report the tax as Sales &
Use Tax.
CA Shipments: CA Electronic Waste Recycling (eWaste) Fee will apply to monitors, laptops or tablets.
Payment Terms from Ship Date: Ne\30
If you have any questions regarding this quotation, please contact: Krunal Patel 1 (949) 424-3139 1 krunal@sidepalh.com
THANK YOU FOR YOUR BUSINESS!
Sidepath-Storage-Servers SIDOPP005665
Unit Price Ext. Price
$21,012.41
Total) $34,429.431
Page 3 of 3
The information in this document is believed to be accurate. However, Dell assumes no
responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct,
indirect, special, incidental, or consequential damages resulting from any such error or
omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel
orders arising from such errors.
Dell may make changes to this proposal including changes or updates to the products and
services described, including pricing, without notice or obligation.
Terms of Sale
This quote is valid for 30 days unless otherwise stated. Unless you have a separate written
agreement that specifically applies to this order, your order will be subject to and governed
by the following agreements, each of which are incorporated herein by reference and
available in hardcopy from Dell at your request:
If this purchase is for your internal use only: Dell's Commercial Terms of Sale
(www.dell.com/CTS), which incorporate Dell's U.S. Return Policy
(www .dell.com/returnpol icy) and Warranty (www .dell.com/warrantyterms).
If this purchase is intended for resale: Dell's Reseller Terms of Sale
(www.dell.com/resellerterms).
lfthis purchase includes services: in addition to the foregoing applicable terms, Dell's
Service Terms (www.dell.com/servicecontracts/global).
If this purchase includes software: in addition to the foregoing applicable terms, your use of
the software is subject to the license terms accompanying the software, and in the absence of
such terms, then use of the Dell-branded application software is subject to the Dell End User
License Agreement-Type A (www.dell.com/AEULA) and use of the Dell-branded system
software is subject to the Dell End User License Agreement-Type S
(www.dell.com/SEULA).
You acknowledge having read and agree to be bound by the foregoing applicable terms in
their entirety. Any terms and conditions set forth in your purchase order or any other
correspondence that are in addition to, inconsistent or in conflict with, the foregoing
applicable online terms will be of no force or effect unless specifically agreed to in a writing
signed by Dell that expressly references such terms.
Additional Terms for Public Customers
If you are a department, agency, division, or office of any district, state, county or municipal
government within the United States ("Public Customer"), the following terms ("Public
Customer Terms") apply in addition to the foregoing terms: A. If any portion of the
foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such
portion shall not apply to you. Notwithstanding anything to the contrary, the End User
License Agreements shall take precedence in all conflicts relevant to your use of any
software. B. By placing your order, you confirm that (I) you are a contracting officer or
other authorized representative of Public Customer with authority to bind the Public
Customer to these terms and conditions, and (2) you have read and agree to be bound by
these terms and conditions.
Pricing, Taxes, and Additional Information
All product, pricing, and other information is valid for U.S. customers and U.S. addresses
only, and is based on the latest information available and may be subject to change. Dell
reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax
on products shipped is based on your "Ship To" address, and for software downloads is
based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax
your exemption certificate, including your Customer Number, to the Dell Tax Depatiment at
800-433-9023. Please ensure that your tax-exemption cetiificate reflects the correct Dell
entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will
be listed on the invoice. If you have any questions regarding tax please send an e-mail to
Tax_ Department@dell.com.
For cetiain products shipped to end-users in California, a State Environmental Fee will be
applied to your invoice. Dell encourages customers to dispose of electronic equipment
properly.
All information supplied to CITY OF TEMPLE CITY for the purpose of this proposal is to
be considered confidential information belonging to Dell.
About Dell
Dell inc. listens to customers and delivers innovative technology and services they trust and
value. Uniquely enabled by its direct business model, Dell is a leading global systems and
services company and No. 34 on the Fortune 500. For more information, visit
www.dell.com.
Privacy Policy
Dell respects your privacy. Across our business, around the world, Dell will collect, store,
and use customer information only to support and enhance our relationship with your
organization, for example, to process your purchase, provide service and support, and share
product, service, and company news and offerings with you. Dell does not sell your personal
information. For a complete statement of our Global Privacy Policy, please visit
dell.com/privacy.
6. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further
restrictions of products in their Participating Addendum. The Participating State will determine with the Contract
Vendor how to approve these modifications to the State's Product and Service Schedule.
a. Software
1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to
equipment configuration limits. ·
2. Software is an option which must bl! related to the procurement of equipment.
3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment.
4. Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of
equipment.
b. Services
1. Services must be related to the procurement of equipment.
2. Service limits will be addressed by each State.
3. Wireless phone and internet service is not allowed.
4. Cloud Services including acquisitions structured as managed on-site services are not allowed.
5. Managed Print Services are not allowed.
c. Third Partv Products;
1. Contract Vendors can only offer Third Party Products in the bands they have been awarded.
2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA-NASPO Master Agreement unless approved by the Lead State.
d. Additional ProducUServices
1. Hardware and software required to solely support wide area network (WAN) operation and manag•lment are
not allowed.
2. Lease/Rentals of equipment may be allowed and will be addressed by each State.
3. Cellular Phone Equipment is not allowed.
4. EPEAT Bronze .requirement may.be waived, on a State case by case basis, if approved by the Staie's Chief
Procurement Officer.
6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master
Agreement independently has the option of utilizing partners. Only partners approved by the Participating·State may
be deployed. The participating State will define the process to add and remove partners in their participating
addendum.
4 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENf DELL MARKETING L P.
specified in the introduction, of such error and request modification· or clarification of the document. This notification is
due no later than seven calendar days prior to the proposal due date and time.
Responders are cautioned that any activity or communication with a State employee or officer, or a member of the
Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its
response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the
Acquisition Management Specialist listed in the Solicitation documents.
6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that
contain conflicting, false, or misleading statements or that provide references that contradict or do not support an
attribute or condition stated by the responder, may be rejected.
7. MASTER AGREEMENT ADMINISTRATOR The Master Agreement Administrator designated by WSCA-NASPO and
the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal
questions, general issues, or technical issues regarding this RFP to:
Susan Kahle
Acquisition Management Specialist ·
Department of Administration
Materials Management Division
50 Sherburne Avenue
112 Administration Building
St. Paul, MN 5515.5
Fax: 651.297.3996
E-mail: susan.kahle@state.mn.us
B. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP
will become property of the Lead State and will .become public record after the evaluation process is completed. The
evaluation process is complete when negotiations with the selected vendors are final.
By executing this Contract, the Contract Vendorcertifies and agrees that all information provided in the Contract and
in response to the solicitation will be made .public in accordance with the solicitation and that no information has been
designated Trade Secret pursuant to the Minnesota Government Data Practices Act.
.If the Contract Vendor submits information after execution of this Contractthat it be.lieves to be trade secret materials,
as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must:
a. c.! early mark all trade secret materials at the time the information is submitted;
b. include a statement with regard to the information justifying the trade secret designation for each item; and,
c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless
the. Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the
party requesting the materials, and any and all costs connected with that defense. This indemnification survives
the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that
this indemnification survives as long as the trade secret materials are in possession of the lead State. The Lead
State will not consider the prices submitted by the responder to be trade secret materials.
9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is
not .limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master
Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master
Agreement award must be submitted in writing to the Master Agreement Administrator within five working cays from
the time the notice of the intent to award is issued. This notice may be made by any of the following methods:
notification by letter, fax or email, or posted on the Materials Management website, www.inmd.adniin.state.mn.us. The
Lead State will respond to any protest received that follows the above procedure. For those protests that meet the
above submission requirements, the appeal process is, in sequence: The responsible Master Agreement
Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director.
10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel
document.
11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of
Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire
agreement of the parties to the Master Agreement.
6 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions lhereof, the
undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the
submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any
part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal
and binding Master Agreement between the undersigned vendor and the State of Minnesota.
13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it
takes specific exception to one or more ofthe conditions. Submission by the responder of its proposed language shall
not be viewed as an exception unless the responder specifically states in the response that ~s proposed changes are
intended to supersede the terms and conditions.
RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY
DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE
GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS
AND/OR SPECIFICATIONS, ITS RESPONSE MAYBE REJECTED.
A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions
and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or,
b. gives the Lead State something significantly different from that which the Lead State requested.
14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered
nonresponsive and may be rejected.
15. NOTICES. If one party is required to give,llotice to thirother under the Master Agreement, such notice shall be in
writing and shall be effective· upon receipt. Delivery may be by certified United States mail or by hand, in which case a
signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the
transmission is confinned by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the Lead State shall be addressed as follows:
STATE OF MINNESOTA:
MN WSCA~NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
651-296-2600
7 CONTRACT NO. MNWNC·10B MASTER AGREEMENT AWARD COMPUTER' EQUIPMENT DELL MARKETING L. P.
MASTER AGREEME:NT TERMS ANO CONDITIONS
B. WSCA-NASPO TERMS AND CONDITIONS
1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA·NASPO Administrative Fee of one-tenth of one
percent (0.1% or 0.001) in accordance with the Terms .and Conditions of the Master Agreement no later than 60 days
following the end of each calendar quarter. The WSCA'NASPO Administrative Fee shall be submitted quarterly and is
based on,sales of products and services (less any charges for taxes or shipping). TheWSCA-NASPO Administrative
Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing
Entities within that state. For all such requests; the fee level, payment method and schedule for such repo:ts and
payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The
Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities
within the jurisdiction of the slate. All such agreements may not affect the WSCA-NASPO Administrative Fee or the
prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:
a. A Participating Entity's Participating Addendum ("PA");
b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions)
c. The Solicitation including all addendums; and
d. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority to these documents in the order listed above. Contract Vendor 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. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in tlie Contract Vendor quotation/sales order or in similar documents
subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception
has been negotiated. ·
3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement
Administrator. ·
4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for
relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor 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 to the Contract Vendor for the purpose of carrying out the Contract Vendo~s obligations under this Master
· Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such
litigation on such claim for relief or cause of action.
5. ASSIGNMENT/SUBCONTRACT. Contract Vendor 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
WSCA-NASPO Master Agreement Administrator.
6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by
either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating
Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms
and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in
part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at
the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of
payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in
association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate
if defaults cannot be reasonably cured as allowed per Default and Remedies term.
7. CONFIDENTIALITY. NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED.
7.1 Confidentiality. The parties acknowledges that they and their employees or agents may, in the course of
providing the Product and Services under this Master Agreement, be exposed to or acquire information that is
confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed
8 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
confidential obtained in the· performance of this Master Agreement, including, but not necessarily limited to (a) any
Participating Entity records, (b) personnel records, (c) information concerning Individuals, (d) software, (e) product
plans, (f) marketing and sales information, (g) customer lists, and (h) "know-how," or trade secrets, is confidential
information ("Confidential Information"). Any reports or other documents or items (including software) that result from
the use of the Confidential Information shall be treated in the same manner as the Confidential Information.
Confidential Information does not include information that (a) is or becomes (other than by disclosure by disclosing
party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those
imposed by this Master Agreement; (c) is rightfully in ,recipient party's possession without the obligation of
nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than
disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or;
(f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had
no access to the Confidential Information
7.2 Non-Disclosure. The parties shall hold Confidential Information in confidence, using at least the industry
standard of confidentiality, and not to copy, reproduce, sell. assign, license, market, transfer or otherwise dispose of,
give, or disclose Confidential Information to third parties or usa Confidential Information ·tor any purposes whatsoever
other than the performance of this Master Agreement, and to advise each of its employees arid agents of their
obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in
identifying and preventing any unauthorized use or disclosure of any Confidentiallnformation. Without limiting the
generality of the foregoing, parties shall advise each other immediately if they learn or have reason to beiieve that
any person who has had access to Confidential Information has violated or intends to violate the terms of this Master
Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief against any such··
person. Except as directed in writing. the parties 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 accordance with this
Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents,
papers, and other matter in the recipient party's possession that embody Confidentiat.Jnformation. Notwithstanding
the foregoing, the recipient party may keep one copy of such Confidential Information necessary for quality
assurance. audits and evidence of the performance of this Master Agreement.
7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential
Information, may cause irreparable injury that is inadequately compensable in damages. Accordingly, the injured
party 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. The parties acknowledge and agree that the covenants
contained herein are necessary for the protection of the legitimate business interests and are reasonable in scope and
content.
7.4 Participating Entity is agreeing to the above language to the extent is not in conflict with Participating Entities
public disclosure laws.
8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended.
proposed for debarment. declared ineligible, or voluntary excluded from participation in this transaction (Master
Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a
written explanation for review byWSCA-NASPO.
In any order againstthis Master Agreement for a requirement established by a Purchasing Entity that disvloses the
use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the
order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the term; of
par~graph 8, Section 2D, Minnesota Terms andConditions
9. DEFAULTS & REMEDIES.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or
iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement
proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency. reorganization or similar law. by or against
Contract Vendor. or the appointment of a receiver or similar officer for Contract Vendor or any of its property,
which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof;
or
v. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the
nature of the default, and providing a period of 30 calendar days in which Contract Vendor 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
9 CONTRACT NO. MNWNC-1 OB MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis.
Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated
damages to the extent provided for under this Master Agreement.
c. If Contract Vendor is afforded an opportunity to cure and fails to cure the defau~ within the period specified in the
written notice of default, Contract Vendor shall be in breach ofits obligations under this Master Agreement and
Lead State shall. have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and
ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and
iii Impose liquidated damages as provided in this Master Agreement; and
iv. Suspend Contract Vendor from receiving future bid solicitations; and
v. Suspend Contract Vendor's performance; and
vi. Withhold payment until the default is remedied.
d. 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 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 a Purchase 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 shall be construed to limit the rights and remedies available to a Purchasing Entity under the
applicable commerciW code.
10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any
Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the
Contract Vendor. Additional delivery charges will not be allowed for back orders.
11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or defau It caused by
fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Manter
Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in
accordance with the laws of the Lead State sponsoring and administering the procurement.. The construction and
effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in
accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an
order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing
Entity's State.
13. INDEMNIFICATION. DELETED SEE SECTION 2C17.
14. INDEMNIFICATION-INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17.
15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such
shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements,
settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or
the states, except as expressly set forth herein.
16.1NDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating 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, including but not
limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Particip~ting
Addendum for their purch<>ses. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
The Contract Vendor will apply the charges and invoice each Purchasing Entity individually.
17. INSURANCE. Except to the extent mod~ied by a Participating Addendum, Contract Vendor shall, during the term of
this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall
acquire such insurance from an insurance carrier or carriers licensed to conduct business in the 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 ofits Participating Addendum.
10 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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:
a. Commercial Gener<~l Liability covering the risks of bodily injury (including death), property damage and personal
injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million
general aggregate;
b. Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability· Insurance
requirements.
Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Manter
Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after
notice of intended revocation thereof. shall have been given to Participating Entity by the Contract Vendor.
Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to
the Contract Vendor's general liability insurance policy that (I) names the Participating Entity as an additional insured,
(II) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such
policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written
notice, and (iii) provides that the Contract Vendor's liabiltty insurance policy shall be primary, with any liability
insurance of the Participating Entity as secondary and noncontributory.
Contract Vendor shall furnish to Participating Entity copiesof certificates of all required insurance within thirty (30)
calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal
certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of
insurance must expressly indicate compliance with each and every insurance requirement specified in this section.
Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result
in this Master Agreement's termination.
Coverage and limits shall not limit Contract Vendor's liability .and obligations under this Master Agreement.
18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully
with all applicable Federal and State laws and regulations.
19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED-SEE SECTION 2830 FOR REVISED
TERM ADDRESSING TITLE OF PRODUCT.
20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent II
applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and
defenses provided by law with regard to any action based on this Contract.
If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and
exclusively within the United States District Court of the Participating Entity's State.
21. ORDER NUMBERS. ·Contract order and purchase order numbers shall be clearly shown on all acknowledgments,
shipping labels (if possible), packing slips, invoices, and on all correspondence.
22. PARTICIPANTS, WSCA~NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement.
It is a nonprofit cooperative purchasing organization assisting states in administering the WSCNNASPO cooperative
purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges,
school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master
Agreementare limited to those Participating States who have signed a Participating Addendum where contemplated
by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or
other state agencies and institutions halling available funds. Participating States incur no financial obligations on
behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive.
23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies,
political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state
contracts are subject to 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 Ofticial.
24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 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 Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month
11 CONTRACT NO. MNWNC·108 MA~JTER AG.~EEMENT AWARD COMPUTf:R EQUIPMENT DELL II'ARKETING L P.
on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political
subdivision "Purchasing Card" with no additional charge.
25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the
Participating Entity's public information laws.
26. RECORDS ADMINISTRATION AND AUDIT. 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 State
and entity who placed the order.
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 shall 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
Contracto~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. ·:his right
shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed
by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hureof or to
evaluate performance hereunder.
Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable
Lead State,. Participating Entity, or Purchasing Entity for an 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.
The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement
requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement
Administrator to review compliance with those obligations.
Records will be retained longer if required by Participating Entity's law.
27. REPORTS-SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this
solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the
WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at
http://www:naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as
cumulative totals by state, .. Even if Contractor expeiiences zero sales during a calendar quarter, a report is still
required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as
specified in the reporting tool).
b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g.,
local government, highereducation, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to
locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type
(e.g., sales order, credit, return, upgrade, detennined by industry practices); Purchase Order date; St,ip Date; and
line item description, inCluding product number if used: The report shall be submitted in any form req•Jired by the
solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last
day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the
WSCA-NASPO Cooperative Development Team electronically through email; CO-Rom, jump drive or other
electronic matter as determined by the Lead State.
Detailed sales data reports shall include sales information for all sales under Participating Addenda executed
under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H.
c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees
for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees
for personal use to be defined in the final contract award to ensure only public information is reported.
d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the
reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO
12 CONTRACT NO. M~NC-1 08 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P.
shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
26. ACCEPTANCE AND ACCEPTANCE TESTING.
A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place
orders under this Master Agreement) shall determine. whether all Products .and Services delivered meet the
Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or
Services until the Purchasing Entity has·accepted the Products or Services. The Purchasing Entity will make every
effort to notify the.Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or
completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of
Product or completion of Service, the Product and Services will be deemed accepted on the 31" day after delivery of
Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms
have been mutually agreed to by both parties in writing.
B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum
to place orders underthis Master Agreement) and the ContractVendor shall determine if Acceptance Testing is
applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing,
as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall
prevail. ·
29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its
Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the
system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system'
is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
30. TITLE OF PRODUCT. NEGOTIATED.
OWNERSHIP
a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer
programs, or other documents, ·whether in tangible or electronic forms, prepared by the Contract Vendor in the
performance of its obligations under the Master Agreement and paid lor by the Purchasing Entity shall be the
exclusive property' of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the
Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor
shall not use, willingly allow or caus€1 to allow such material to be used for any purpose other than performance of
the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing
Entity.
b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights,
patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives
or originates, either individually or jointly with others, which arises out of the performance of the Master
Agreement, wilt be the property of the Purchasing Entity and are, by the MasterAgreement, assigned to the
Purchasing Entity along with ownership of any and all copyrights in.the copyrightable material. The Contract
Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts
necessary to assist the Purchasing Entity to,obtain and register copyrights on such materials. Where applicable,
works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master
Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act.
c. Notwithstanding the above, the Purchasing Entity will not own. any of the Contract Vendor's pre-existing
intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pey
the Contract Vendor to create. Subject to payment in full for the products, equipment or services, the Contract
Vendor grants the Purchasing Entity a perpetual, irrevocable, non-exclusive, royalty free license for Contract
Vendor's pre-existing intellectual. property that is contained in the products, materials, equipment or services that
are purchased through this Master Agreement. Contract Vendor will retain all right, title and interest in and .to all
Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited
to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or
development tools used in performing the services, and (b) such ideas, concepts, know-how, processes and
reusable reports, designs, charts, plans. specifications, documentation, forms, templates or output which are
developed, created or otherwise used by or on behalf of Contract Vendor in the course of performing the services
13 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L, P.
or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information
or data of Ordering Entity (collectively, the "ResiduaiiP''), even if embedded in the deliverable.
31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing
Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master
Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in wrijing.
Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of ary default,
right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall
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, a ParticipatingAddendum, or order.
32. WARRANTY; The warranty provided ,must be the manufacturers wiitten warranty tied to the product at the time of
purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is
suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a
commercially reasonable manner, and (d) the Product is free ofdefects.
For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's
warranty and maintenance. The Contra.ct Vendor will provide warranty and maintenance call numt)ers and assist the
customer in engaging the manufacturer on warranty and maintenance issues.
Upon breach of the warranty, the Contract Vendor will repair or replace (a\ no charge to the Purch~sing Entity) the
Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or
replaced Product proves to be inadequate, or fails of its essential purpose, the ContractVendor will refund the full
amount of any payments that have been made. 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 so ordered by the court,
33. LIMITATION OF LIABILITY. NEGOTIATED.
A CONTRACT VENDORWILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIV~. SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE
OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT Oi)LIGATIONS OR
CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FORTH~ FOLLOWING:
(1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR f'OFTWARE,
LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSI\~ESS
OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES, DELL PRODUCTS
OR THIRD-PARTY PRODUCTS. NOT BEING AVAILABLE FOR USE.
B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCED FROM THIS
MASTER AGREEMENT (INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED
HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLl.ARS ($10,000,000).
C. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES,
WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE.
THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK
CONSTITUTING IN PART THE CONSIDERATION FOR CONTRACT VENDOR'S SALE OF WRODUCTS,
SOFTWARE OR SERVICES TO ORDERING ENTITY, AND SUCH LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
34. SERVICE AGREEMENTS. NEGOTIATED. Contract Vendor may provide Services, Software or Deliverables to you in
accordance with one or more "Service Agreements." "Service Agreements" are service contract?, Including "Service
Descriptions" available at www.dell.com/servicecontracts/us, "Statements of Work," and any other such mutually
agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any
other Service Agreement, so that all of the provisions are given. as full effect as possible.
Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this
Master agreement are agreed to only to the extent that the terms do not conflict with the terms of! he Participating
Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities'
applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, an11 then the Master
Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the
14 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL -M.~RKETING L P.
foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the
Contract Vendoc and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
35. SOFTWARE LICENSE. NEGOTIATED. Software (defined as any software, library, utility, tool, or other computer or
program code, in object (binary) or source-code form as well as the related documentation provided by Contract
Vendor to Purchasing Entity) is subject to the separate license agreements accompanying the Software, along with
any product guides,' operating manuals, or other documentation Included with the software media packaging or
presented to Purchasing Entity .during the installation or use of the Software. Purchasing Entity agrees that itwlll be
bound by such license agreement.
Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this
Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating
Addendum or the Ma.ster Agreement, and to the extent the terms are not in conflict with the Participating Entitles'
applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master
Agreement shall take precedence, as detailed in the Order of Precedence. defined herein. Notwithstanding the
foregoing,.licensing, maintenance agreements, or order specific agreements may be .further negotiated b.r the
Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
36. EXPORT COMPLIANCE. NEGOTIATED. Contract Vendor, Lead State and Purchasing Entities acknowledge that
products (including software) sold or licensed under this Master Agreement are subject to the export control laws and
regulations of the United States and other countries from which they were supplied and in which they are used and
Purchasing Entity agrees to abide by those laws and regulations. Purchasing Entity warrants that any software
provided by it and used as a part of the services supplied by Contract Vendor under this Master Agreement contains
no encryption or to the extent that it contains encryption such software is approved for export under the relevant laws
or regulations.
37. RETURNS AND EXCHANGES. NEGOTIATED. Contract Vendor's return policy can be found at
www.dell.com/returnspollcy and applies to any returns and exchanges. Before returning or exchanging a Product,
Purchasing Entity must contact Contract Vendor directly to obtain an authorization number to include with the return.
Purchasing Entity must return Products to Contract Vendor in their original or equivalent packaging, and Purchasing
Entity is responsible for risk of toss, as well as shipping and handling fees. Additional fees, including up to a
15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow
the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss,
damage, or modification of a Product, or processing of a Product for disposal or resale. Credit for partial returns may
be less than invoice or individual component prices due to bundled or promotional pricing associated with the original
purchase. This restocking fee shall not apply in the case of Contract Vendor error.
15 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
MASTER AGREEMENT TERMS AND CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS
1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of thisRFP and selected portions of response of the
successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisijion action
ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and
conditions.
2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective
September 1, 2010, which entails, in P'lrt, the Web Content Accessibility Guidelines rNCAG) 2.0 (Level AA) and
Section 508 Subparts A"D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibility standard.pdf
Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT
form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to
the responders website to be offered under the Contract. For products offered, VPATS are only to be provided upon
request by the participating entity.
Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product
Accessibility Templates (VPATS) for all products offered in its response. Click here for link toVPATS for both Section
508 VPAT and WCAG 2.0VPAT httpJ/mn.gov/oetlpolicies-and-standards/accessibility/#.
3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of
changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the
Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project
upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a writte., request
from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the
vacancy with an acceptable employee. ·
4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor
whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased
scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the
Contract Vendor and the Lead State as required by law.
5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED.
6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for
work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other
Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract
Vendor shall include a provision requiring compliance with this section.
7. AWARD OF SUCCESSOR CONTRACTS. In the event the State· undertakes or awards a successor for work related
to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all
other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the
Contract Vendor shall include a provision requiring compliance with this section.
8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transactions.
Instructions for certification:
1. By signing and submitting this proposal, the prospective lower tier participant [responder) is providing the
certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is tater determined that. the prospective lower tier participant knowingly
rendered an erroneous certification, in addition to other remedies available to the federal government, the
department or agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to whom this
. proposal [response] is submitted if at anytime the prospective lower tier participant learns that its certification
16 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
was erroneous when submitted or had become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause,
have the meaning set out in the Definitions and Coverages section of rules implementing Executive
Order 12549:You may contact the person to which this proposal is s.ubmitted for assistance in obtaining a
copy of those regulations.
5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered
transactioh be entered into, it shall not knowingly enter into any lower tier. covered transaction [subcontract
equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9,
subpart 9.4, debarred, suspended, declared ineligible, or voluntarily exclu.ded from participation in this
cove\ed transaction, unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposalthat it will include this clause
tilled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion -Lower Tier
Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not proposed for debarment under 48 CFRpart 9, subpart 9.4, debarred,
suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification
is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its
principals. Each participant may, but is not required to, check the list of parties excluded from federal
procurement and nonprocurementprograms.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render in good faith the certification required by this clause. The knowledge and information of a participant
is not required to. exceed that which is normally possessed by a prudent person in the ordinary course of
business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly !lnters into a lower tier covered transaction with a person who is proposed tor
debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the Federal government, the
department or agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered
Transactions.
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals
is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement,
changes to the products offered. Products introduced during the term of the Master Agreement shall go through a
formal review process. A.formal process of changing the Master Agreement shall be developed during the negotiation
of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an
expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those
products being recommended for inclUsion in the Master Agreementas Well as defining how adding the product will
enhance the Master Agreement. The Lead State may request that products, other than those recommended, are
added to the Master Agreement
In the event that the Lead State desires to add new products and services that are not included in the oripinal Master
Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already
established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or
services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or
17 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTEREQUIPMENT DELL MARKETING L. P.
amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No
products or services will be added to the Master Agreement without the Lead State's prior approval.
10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of
conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder. See: http://www:sec.gov/ru les/finalf2012/34-67716.pdf.
11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals In
any manner necessary for State agencies and local units of government to access the responses and/or to respoM to
request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing,
photocopying, State lntranet/lnternet postings, broadcast faxing, and direct mailing. In the event that the response
contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead
State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of
the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary
approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect,
save and.hold the Lead State, Its representatives and employees harmless from any and all claims arising from the
violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon
the date of final execution by the Lead State, unless a later date is specified in the Master Agreement.
13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information
regarding the location of where services, data storage and/or location of data processing under the Master Agreement
will be performed.
14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota
Government Data Practices Act, Mimi. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part
of the judicial branch, with the Rules Of Public Access to Records of the Judicial Branch promulgated by the
Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the
Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the
Minnesota Government Data Practices Act ;:~pplies to all data created, collected, received, stored, used, maintained,
or disseminated by the Contract Vendor in accordance wilh the Master Agreement that is private, nonpublic, protected
nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable,
that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor
must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the
release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08,
apply to the release of the data by either the Contract Vendor or the Lead State.
The Contract Vendor. agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless
from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the
Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the
Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master
Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the
Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work.
15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may
create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal
laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A
copy must be included with each delivery.
16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract
Vendors in accordance with Minn. Stat.§ 363A36 and Minn. R. 5000.3400 to 5000.3600.
a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetemnined amount of
goods and/or services, where the amount of your response Is in excess of $100,000 requires completion of the
Affirmative Action Certification page. If the solicitation is for a contract for an indetemninate amount of goods
and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple
award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or
the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than
18 CONTRACT NO. MNWNC~108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P.
I
40 full-time employees on a single working day during the previous 12. months in Minnesota or in the 11tate where
it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36,
subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a
single working day during the previous 12 months must have a certificate of compliance issued by the
commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by
Minn. Stat.§ 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during
the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it
has its principal place of business and that does not have a certificate of compliance must certify that it is in
compliance with federal affirmative action requirements.
b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment
of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department
of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses
suspension or revocation of a certificate of compliance and contract consequences in that event. A contract
awarded without a certificate of compliance may be voided.
c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat§ 363A.36. These rules include, but are not limited to,
criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of
compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review;
and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative
action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to,
parts 5000.3420-5000.3500 and parts 5000:3552-5000.3559.
d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative
action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contract Vendor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position· for which the employee or applicant for employment is
qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and
otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability
in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment,
advertising, layoff or termination, rates.of pay or other forms of compensation, and selection for training,
including apprenticeship.
(b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of
the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human
Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to
employ and advance in employment qualified disabled employees and applicants for employment, and the
rights of applicants and employees;
(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Contract Vendor is bound by the t·•rms of
Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to
employ and advance in employment physically and mentally disabled persons.
e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make
a good faith effort to do so include, but are not limited to, suspension <?r revocation of a certificate of compliance
by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of
the Contract by the commissioner or the State.
19 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It
is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into
any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat.
§ 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon requesl from the contracting agency.
17. INDEMNIFICATION.-NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmiEJSS the Lead
. State and the Participating Entity, its representatives and employees, from any and all third party claims or causes of
action for personal bodily Injury, including death, and damage to tangible personal property, including all legal fees
incurred by the Lead State and the Participating Entity arising from the negligence in the performance of the Master
Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to
bar any legal remedies the Contract Vendor may have wilh the Lead State's and Participating Entity's failure to fulfill
its obligations pursuant to the Master Agreement.
If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will
seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity.
18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party
against the Participating Entity that Products, Software, Services or Deliverables (excluding Third-Party Products and
open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or
misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified
Claims"), the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense,
shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating
Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such
claim is successful against the Participating Entity.
If Contract Vendor receives prompt notice such a claim that in the Contract'Vendor's opinion is likely to result in an
adverse ruling, the Contract Vendor shall at its option (1) obtain a right for the Participating Entity to continue using
such Products, Deliverables or Software or allow Contract Vendor to continue performing the Services; (2) modify
such Products, Software, Services or Dellverables to make them non-infringing; (3) replace such Products, Software,
Services or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing
Services that have not been performed or provide a reasonable depreciated or pro rata refund for the aiiAgedly
infringing Product, Deliverables or Software.
Notwithstanding the foregoing, Contract Vendor shall have no obligation under this Section for any claim 'esulting or
arising from (1) modifications of the Products, Software, Services Deliverables that were not performed b•1 or on
behalf of Contract Vendor; (2) the combination, operation, or use of the Products, Software, Services orDeliverables
in connection with a third-party product, software or service (the combination of which causes the claimed
infringement); or (3) Contract Vendor's compliance with Participating Entity's written specifications or directions,
including the incorporation of any software or other materials or processes provided by or requested by Participating
Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor
receiving prompt written notice of the third-party claim or action for which Contract Vendor must indemnify
Participating Entity, (Y) Contract Vendor having the right to solely control the defense and resolution of such claim or
action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action.
This Section states Participating Entity's exclusive remedies for any third-party intellectual property claim or action,
and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to
Participating Entity.
19; JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements
thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of
the Master Agreement, or breach thereof, shall be in the State or federal court with competentjurisdiction in Ramsey
County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be
subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or
any breach thereof.
20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully
with all local, State. and federal laws and regulations, including Minn. Stat.§ 181.59 prohibiting discrimination and
business registration requirements of the Office of the Minnesota Secretary of State.
21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn: Stat. § 16C.145, the Contract Vendor shall comply with the
following nonvisuEil technology access standards ;
20 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL ft:lARKETING L. P.
a. That the effective interaCtive control and use of the technology, including the operating system applications
programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
b. That the nonvisual access technology must be compatible with information technology used by other individuals
with whom the blind or visually impaired Individual must interact;
c. That nonvisual access technology must be integrated into networks used to share communications among
employees, program participants, and the public; and ·
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual
means to telecommunications or other interconnected network services used by persons who are not blind or
visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the
information technology is being used by individuals who are not blind or visually impaired.
22. ·NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, ContnictVendors are required io provide
their Federal Employer Identification Number or Social Security Number. This information may be used in the
enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Ccontract
Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax
authorities and State personnel involved in the payment of State obligations.
23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and
belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to
organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned
.activities or because of relationships with other persons:
• a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State;
• the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or
• the Contract Vendor has an unfair competitive advantage.
The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and
full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials
Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take
to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its
discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of
interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement
Administrator, the State may terminate the Master Agreement for default. The.provisions of this clause shall be
included in all subcontracts for work to be performed, and the terms "Contract,""Contract Vendor," "Master
Agreement", "Master Agreement Administrator'' and "Contract Administrator" modified appropriately to pruserve the
State's rights.
24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY.
Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply
with the Payment Card Industry Data Security Standard ("PCIDSS"). ''Network Components" shall include, but are not
limited to, ContractVendor's firewalls, switches, routers, wireless access points, network appliances, and other
security appliances; "Applications" shall include, but are not limited. to, all purchased and custom external (web)
applications. "Servers" shall include, but are not lirni.ted to, all of Contract Vendor's web, database, authentication,
DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a
cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date,
name, address, social security number, or telephone numberc
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use
Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other
uses specifically required by law. Contract Vendor must have a business continuity program which conforms to
PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other
disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this
Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a
representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security
21 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT . DELL MARKETING l. P.
review of Contract Vendors operations, systems; records, procedures, rules, and practices in the event of a security
intrusion in order to validate compliance with PCIDSS.
25. PERFORMANCE WHILE DISPUTE .IS PENDING. Notwithstanding the existence of a dispute, the parties shall
continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the
dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in .the
accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such .failure to
proceed shall be borne by the responsible party.
26. PREFERENCE.
Targeted/Economically Disadvantaged.ln accordance with Minn. Stat. § 16C.16, subds. 6 and 7, eligible certified
targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent
preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to
the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid
opening date and time.
To verify TG/ED certification, refer to the Materials Management Division's web site at
www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TGIED Vendors."
To verify TG eligibility for preference; refer to the Materials Management Division's web site under "Vendor
Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's Helpline at
651.296.2600.
Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be
allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that
state, the preference shall be equal to the preference given or required by the state of the non-resident vundor. II you
wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form
included in this sol(citation and include it in your response,
Veteran. In accordance with Minn. Stat.§ 16C.16, subd. 6a, (a) Except When mandated by the federal government as
a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid
on state procurementto certified small businesses that are majori.ty-owned and operated by:
(1) recently separated veterans who have served in <~clive military service, at any time .on or alter September 11,
2001, and who have been discharged under honorable conditions from active service, as indicated by the
person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs;
(2) veterans with service-connected disabilities, as determined at any time by the United States Department of
Veterans Affairs; or
(3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d).
In accordance with Minn. Stat.§ 16C.19 (d), a veteran-owned small business, the principal place of business of
which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as
being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance
with Public Law 109-461 and Code of Federal Regulations, title 38, part 74.
To receive a preference the veteran-owned small business must meet the statutory requirements above by the
solicitation opening date and time. The preference is applied only to the first $500,000 of the response.
If responder is claiming the veteran-owned preference, attach documentation, sign and return form with
response to the solicitation. OnlY eligible veteran-owned small businesses that meet the statutory requirements
and provide adequate documentation will be given the preference.
27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested
parties may request to obtain the public information. You may call651.201.2413 between the hours of B:CO a.m. to
4:30p.m. to arrange this.
28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for
goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports,
signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with
others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless
such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the
State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division.
The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness
of the products and/or services that are the subject of the Master Agreement without the prior written consent of the
22 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P,
State's Assistant Director or designee of Materials Management Division. Representations include any publicity,
including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
29. PURCHASE ORDERS. NEGOTIATED. The State requires that there will be no minimum order requirements or
charges to process an individual purchase order. The Master Agreement number and the PO number must appear on
all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract.
Unless otherwise expressly agreed between a Purchasing Entity and the Contract Vendor, any preprinted terms on
the Purchasing Entity's purchase order shall be given no force or effect and no terms of a purchase order that conflict
with this Master Agreement or the Participating Addendum shall be binding on Contract Vendor.
30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to:
a. reject any and all responses received;
b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost;
c. waive or modify any informalities, irregularities, or inconsistencies in the responses received;
d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder;
e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and
f. terminate negotiations and select. the next response providing the best value for the State, prepare and release a
new RFP; or take such other action as the State deems appropriate if negotiations fail to result in a successful
Master Agreement
31. RISK OF LOSS OR DAMAGE. The State is. relieved of all risks of loss or damage to the goods and/or equipment
during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor
or their authorized agent.
32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be
illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising
under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by
such declaration or finding and shall be fully performed.
33. STATE AUDITS (Minn. Stat.§ 16C.05, subd. 5). The books, records, documents, and accounting procedures and
practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject
to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a
minimum of six years after the end of the Master Agreement or transaction. The State reserves the right tr> authorize
delegate(s) to audit this Master Agreement and transactions.
34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation
of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs:
Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law,
Jurisdiction and Venue, Publicity, Intellectual Property lndemn~ication, and Admin Fees.
35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified
and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37
23 CONTRACT NO. MNWNCw108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL M.!\RKETING L. P.
12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating. Entities may
enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating
Addendum by each State will identify if and how leasing agreement terms will be conducted.
13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address,
receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the
"deliver-to" address has no receiving dock or agents, the Contract Vendor.must be able to deliver to the person
specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the
Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will
affect the decision to utilize the Contract Vendor.
14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order,
unless otherwise agreed to by the ordering agency.
25 CONTRACT NO. MNWNC-10B MASTER AGREEMENT AWARD COMP~TER EQUIPMENT DELL MARKETING L P.
2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and
thin clients will also be included under the Desktop Band.
Energy Star®. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The
Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or
better performance as comparable models while using Jess energy and saving money. Energy Star qualified computers
and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional
products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy
Star program, including product specifications ·and a list of qualifying products, visit the Energy Star website at
http://www:enerqystar.gov.
EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an
ANSI standard-the IEEE 1680 EPEAT standard-and website www.epeat.net to identify products manufacturers have
declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of
products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in
conformance with the environmental performance standard for electronic products.
FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the lepat
property and responsibility of the receiver when. it reaches its destination unless there is acceptance testing required.
FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by
the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document
General Consulting. Services related to advising agencies on how best to use information technology to meet business
objectives. Examples of such services would include management and administration of IT systems. Each State will have
varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute
section 16C.08 defines general consulting fo·r the State of Minnesota. https://www.revisor.mn.gov/statutes/7id=16C.08
Laptop. This is Band 2 ofthis solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a
display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an
outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile
operating systems will also be included under the Laptop Band.
Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master
Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of
Minnesota Statute Chapter 16C apply to this procurement
Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent
and markets branded computer equipment.
Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor.
Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers)
work together. Its most basic function is to enable communication between different pieces of software:
Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment
and features.
Order. A purchase order, sales. order, or other document used by a Purchasing Entity to order the Equipment.
Participating Addendum •. A written statement of agreement signed by the Contract Vendor and a Participating State or
other Participating EntRy that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering
procedures specific to a Participating State) and may add other state-specific language or other requirements. A
Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingn~ss to
provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and
agreed upon.
Participating States. States that utilize the Master Agreement established by the RFP and enter into a Partici~ating
Addendum which further defines their participation. ·
Participating Entity; A Participating State, or other legal entity, properly authorized by a Participating State to enter into
the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by
Purchasing Entities. Under the WSCA-NASPO' program, in some cases, local governments, political subdivisions or other
entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a
Participating Addendum is not executed by the chief procurement official for that state that covers local governments,
political subdivisions, or other government entities in the state.
Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing,
support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions
of the Contract Vendor's Master Agreement In the RFP, Partner is the term that is used to call out the many different
relationships a manufacturer may have with another company to market their product including, but not limited to agents,
subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc.
Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal
computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core
components of the system. For the purposes of this proposal, peripherals are defined as including accessories.
Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured
by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and
33 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but
are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling,
modems, networking to support server, storage and client applications such as routers, switches. Software is an option
which must be related to the purchase of equipment and subject to configuration limits: Third party products are
allowed to be offered as peripherals/accessories/options and may be off!lred In any related band.
Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or
combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a
cooperative purchase.
Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the
Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of
technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to
expand and modify the PSP throughout the life of the contract. See http://www. wnpsp.com/index.html.
Purchasing Entity-means a state, city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the
Master Agreement and becomes financially committed to the purchase.
Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably
in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions.
Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of
products offered or supplied under the Master Agreement. These types of services may include, but are not limited to:
warranty services, maintenance, installation, de"installation, factory integration (software or equipment components),
asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning
and support, service desk/helpdesk, and any other directly related technical support service required for the effective
operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to
accept, limited professional services related ONLY to the equipment. and configuration of the equipment purchased
through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES
TERMS FOR SERVICES.
Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more service3 or
applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server
appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also Includes
embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be
included in the Product and Service Schedule for this band.
Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band
includes SAN switching necessary. for the proper functioning of the storage environment. Ruggedized equipment may also
be included in the Product and Service Schedule for this band.
Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that
interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage
space on the provider's hardware infrastructure on a subscription basis, E.g., manage onsite or cloud services.
Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code
instructions including microcode, firmware and operating system software that are preloaded on equipment. The term
"Software" applies to all parts of software and documentation, including new releases, updates, and modifications of
software.
Tablet; This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the
primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable.
Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the
end of life.
Third Party Products. Products sold by the Contract Vendor which are manufactured by another company.
Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version.
Warranty. The Manufacturers general warranty tied to the product at the time of purchase.
Wide Area Network or WAN" A data network that serves users across a broad geographic area and often use·;
transmission devices provided by common carriers.
WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative
Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization of the National
Association of State Procurement Officials (NASPO). The WSGA-NASPO·Cooperative Purchasing Organizatioll
facilitates administration oflhe 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 and the District of Columbia. The
WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may
be performing contract administration functions as assigned by the Lead State Contract Administrator.
34 CONTRACT NO. MNWNC~108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
PARTICIPATING ADDENDUM
NASPO ValuePolnt Cooperative Purchasing Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Minnesota Master Agreement No.: MNWNC-108
California Participating Addendum No. 7-15-70-34-003
DELL MARKETING, L.P. (Contractor)
This Participating Addendum Number 7-15-70-34-003 is entered into between the State of
California, Department of General Services (hereafter referred to as "State" or "DGS") and Dell
Marketing, L.P. (hereafter referred to as "Contractor'') under the NASPO ValuePoint
Cooperative Purchasing Program Master Agreement Number MNWNC-108 ("Master
Agreement") executed by the State of Minnesota.
1. Scope
A. This Participating Addendum covers the purchase of Computer Equipment under the
Master Agreement for the following product bands:
Band 1 -Desktop
Band 2 -Laptop
Band 3-Tablet
Band 4-Server
Band 5 -Storage
B. This Participating Addendum is available for use by California political subdivisions/local
governments (hereafter referred to as "Purchasing Entities"). A political subdivision/local
government is defined as any city, county, city and county, district, or other local
governmental body or corporation, including the California State l)niversities (CSU) and
University of California (UC) systems, K-12 schools and community colleges empowered
to expend public funds.
C. Political subdivision/local government use of this Participating Addendum is optional. Each
political subdivision/local government is to make its own determination whether this
Participating Addendum and the Minnesota Master Agreement are consistent with its
procurement policies and regulations.
D. Participating Entities may enter into lease agreements for the products covered in the
Master Agreement, if they have the legal authority to enter into these types of agreements.
2. Term
A. The term of this Participating Addendum shall begin upon signature approval by the
State and will end March 31,2017, or upon termination by the State, whichever
occurs first.
B. Lead State amendments to extend the Master Agreement term date are
automatically incorporated into this Participating Addendum unless terminated early
in accordance with the terms and conditions of the Master Agreement or this
Participating Addendum.
Page 1 of6
3. Order of Precedence
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
In the event of any inconsistency between the articles, attachments, or provisions which
constitute this agreement, the following descending order of precedence shall apply:
A. California Participating Addendum 7-15· 70-34-003
B. Minnesota WSCA-NASPO Master Agreement MNWNC-108
4. Terms and Conditions
The California General Provisions-Information Technology (GSPD4011T), revised and
effective 09/5/14, is hereby incorporated by reference and made a part of this Participating
Addendum. The 12 page document is available at:
http://www.documents.dgs.ca.gov/pd/poliproc/GSPD4011T14_0905.pdf.
5. Price List
Contractor shall maintain a website dedicated to this Participating Addendum which contains
the Product and Service Schedule (PSS) and designated base line price list for participating
entities to verify product/service pricing and applicable discounts offered under the Master
Agreement.
6. Partner Utilization
A. Contractor may use Partners under this Participating Addendum for sales and service
functions as defined herein. Each Purchasing Entity will determine whether use of
Partners is consistent with its procurement policies and regulations.
B. Contractor shall be responsible for successful performance and compliance with all
requirements in accordance with the terms and conditions under this Participating
Addendum, even if work is performed by Partners. ·
C. Contractor will be the sole point of contact with regard to Participating Addendum
contractual matters, reporting, and administrative fee requirements.
D. Partners are classified as follows:
1) "Authorized Reseller"
a. Authorized Resellers may provide quotes, accept purchase orders, fulfill
purchase orders, perform maintenance/warranty services and accept payment
from ordering agencies for products and associated services offered under this
Participating Addendum.
b. Authorized Resellers are responsible for sending a copy of all purchase orders
and invoices to the Contractor for compliance with quarterly usage reporting and
administrative fee requirements.
c. All purchase documents to Authorized Resellers shall reference the Participating
Addendum Number.
d. If applicable, Authorized Reseller(s) under this Participating Addendum will be
listed on the Contractor's dedicated website.
Page 2 of6
. '
2) "Agent"
Participating Addendum No. 7-15-70·34-003
Dell Marketing, L.P.
a. Agents are only authorized to provide quotes, sales assistance, configuration
guidance and ordering support for products and associated services offered
under this Participating Addendum.
b. Agents are not authorized to accept orders or payments.
c. If applicable, Agent(s) under this Participating Addendum will be listed on the
Contractor's dedicated website.
7. Invoicing
The Participating Addendum Number and Ordering Agency Purchase Order Number shall
appear on each purchase order and invoice for all purchases placed under this Participating
Addendum.
8. Usage Reporting
A. Contractor shall submit usage reports on a quarterly basis to the State Contract
• Administrator for all California entity purchases using the WSCA-NASPO Detailed Sales
report template.
B. The report is due even when there is no activity.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox
at PDWSCA@dgs.ca.gov.
D. Any report that does not follow the required format or that excludes information will be
deemed incomplete. Contractor will be responsible for submitting corrected reports
within five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows:
Reporting Period Due Date
JUL 1 to SEP30 OCT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR30
APR 1 to JUN 30 JUL 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall
constitute grounds for suspension of this contract.
Page 3 of6
' '
9. Administrative Fee
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
A. Contractor shall submit a check, payable to the State of California, remitted to the
Department of General Services, Procurement Division for the calculated amount equal
to one percent (0.01) of the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check. Those
checks submitted to the State without the Participating Addendum Number will be
returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Multiple Awards Program
707 3'' Street, 2"' Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's Master
Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or
service contracts from a Purchasing Entity.
G. Administrative fee checks are due for each quarter as follows:
Reporting Period Due Date
JUL 1 to SEP 30 OCT31
OCT1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR30
APR 1 to JUN 30 JUL 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall
constitute grounds for suspension of this contract.
1 O. Contract Management
A. The primary contact individuals this Participating Addendum shall be as follows:
Contractor
Name: Amanda Hudson
Phone: (512) 723-6806
Fax: (512) 283-2691
E-Mail: Amanda Hudson@Dell.com
Address: One Dell Way, Mailstop RR1-33 Legal
Round Rock, Texas 78682
Page 4 of6
' "tl
., Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
State Contract Administrator
Name: Julie Matthews
Phone: (916) 375-4612
Fax: (916) 375-4663
E-Mail: Julie.Matthews@dgs.ca.gov
Address: Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
B. Should the contact information for either party change, the party will provide written
notice with updated information no later than ten business days after the change.
11. Termination of Agreement
The State may terminate this Participating Addendum at any time upon 30 days prior written
notice to the Contractor. Upon termination or other expiration of this Participating
Addendum, each party will assist the other party in orderly termination of the Participating
Addendum and the transfer of all assets, tangible and intangible, as may facilitate the
orderly, nondisrupted business continuation of each party. This provision shall not relieve
the Contractor of the obligation to perform under any purchase order or other similar
ordering document executed prior to the termination becoming effective.
12. Agreement
A This Participating Addendum and the Master Agreement together with its exhibits and/or
amendments, set forth the entire agreement between the parties with respect to the
subject matter of all previous communications, representations or agreements, whet~.er
oral or written, with respect to the subject matter hereof. Terms and conditions
inconsistent with, contrary or in addition to the terms and conditions of this Participati;lg
Addendum and the Master Agreement, together with its exhibits and/or amendments,
shall not be added to or incorporated into this Participating Addendum or the Master
Agreement and its exhibits and/or amendments, by any subsequent purchase order or
otherwise, and any such attempts to add or incorporate such terms and conditions are
hereby rejected. The terms and conditions of this Participating Addendum and the
Master Agreement and its exhibits and/or amendments shall prevail and govern in the
case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the
Master Agreement, at prices equal to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of
the date of execution by both parties below.
Page 5 of 6
Dell Authorized Contract Resellers for NASPO ValuePoint (fka WSCA)
Lllifot'ni<J
The following Resel\ers are authorized to accept orders and payments for Dell under the terms and conditions of the NASPO
ValuePoint Participating Addendum, Callfomia PNContract No. 7-15-70-34-003 ..
Company Name DBA Address City, State, Zip Contact Name California California 50S
(if applicable) (lf applicable) Seller's Entity No.
Permit
No.
Broadway Arey Jones · .105:5 Sixth Avenue-Sari DiegO CA Chthy Terzoli 25-649571 C0556553
Typewriters Educational Suite 101 92101
Sotut_ions
Cornerstone N/A 1500 E Hamilton Campbell, CA Frank 100-C27424902
Technologies Ave #109 95008 Velasquez 910111
DS_A Techn_ologies, N/A 237? -Maritime Drive Elk Grove, Michael SRKH100-C2537434
Inc :: -·cautOl:ni(i-Pearson 868199
95758
Granite Financial Granite Data 8421 Auburn Blvd. Citrus Heights. Scott Mitchell KH 100-C2210423
Solutions, Inc. Solutions Suite 248 CA 95610 299591
La nair Group, LLC N!A 620 N BRAND BLVD GLENDALE, Neil 10075697 200613310077
FL 6 CA91203 Hawkins 7
GovConnection, California 7503 Standish Place Rockville, MD Michelle 100-C2408238
Company Name DBA Address City, State, Zip Contact Name California California SOS
(if applicable) (if applicable) Seller's Entity No.
Permit
No.
Inc. GovConnection, Inc. 20855 Lawrence 032667
PCMG,lnc: l'cMGov;Inc. · · 1940 East Mariposa -f(segurl<JO, ·-:q~_riay~t _. < _, 100,. C2392732
Ave. CA ~6245----Gebreimedhin 027025
Sidepath, Inc. N/A 22892 Mill Creek Dr. Laguna Hills, Annie Chow 100735801 C2424853
CA 92653
SIGMAnet, Inc. N/A • · 4290 East Brickell Ontario, CA Stephen 17-C1481873
Street 91761 Monteros 8047012
Sterling Sterllng West 840 Riverside West ThomColby SRAS97-C1976745
Computers Parkway, Suite 40 Sacramento, 709594
Corporation CA 95605
PC Specialists, Inc technology 10240 flanders San DiegO; C_A Georgia SYFH 25-C1139206
Integration Group __ Court 92121 Vasiliol} _ 809508
Zones, Inc N/A 1102 15th Street Auburn, WA, Wilson Garcia 102302546 C2508985
SW, Suite 102 98001-6524
Revised November, 2015