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CONTRACT 7119 Vender AgreementAgreement No. 7119 rvev dv �keuWow Your Quote is ready. Your personalized Quote is now available for purchase. Complete your order through our secure online checkout before your Quote expires, Quote No. 3000180991526.1 Sales Rep Adrian del Rio Total $1,603.59 Phone 1(800) 456-3355, 6177252 Customer # 3020468 Email Adrian.delRio@dell.com Quoted On Sep. 05, 2024 Billing To ACCNTS PAYABLE FINANCE A P Expires by Sep. 15, 2024 CITY OF EL SEGUNDO Contract Name Dell NASPO Computer 350 MAIN ST Equipment PA - California ADM SRVS ,RM 4 Contract Code C000001115143 EL SEGUNDO, CA 90245-3813 Customer Agreement # 23026 / 7-23-70-55-01 Message from your Sales Rep Please use the Order button to securely place the order with your preferred payment method online. You may contact your Dell sales team if you have any questions. Thank you for shopping with Dell. Regards, Adrian del Rio Shipping Group Shipping To IT DEPT CITY OF EL SEGUNDO 350 MAIN ST EL SEGUNDO, CA 90245-3813 (310) 524-2333 Product Subtotal PowerVault M11-3 Upgrades and Extensions $1,233.60 Service Tag: 9R4ROV2 Service Description: ProSupport: Next Business Day Onsite Service After Problem Diagnosis Service Contract: Sep. 20, 2024 - Sep. 19, 2026 Service Tag: 9R4ROV2 Service Description: ProSupport: 7x24 HW/SW Technical Support and Assistance Service Contract: Sep. 20, 2024 - Sep. 19, 2026 PowerEdge R340 $369.99 Page 1 Agreement No. 7119 Service Tag: 505J9Z2 Service Description: ProSupport: Next Business Day Onsite Service After Problem Diagnosis Service Contract: Oct. 14, 2024 - Sep. 12, 2026 Service Tag: 505J9Z2 Service Description: ProSupport: 7x24 HW/SW Tech Support and Assistance Service Contract: Oct. 14, 2024 - Sep. 12, 2026 Subtotal: $1,603.59 Shipping & Handling: $0.00 Estimated Tax: $0.00 Total: $1,603.59 Page 2 �i , Agreement No. 7119 Unit Price Quantity Subtotal PowerVault ML3 Upgrades and Extensions $1,233.60 1 $1,233.60 Estimated delivery if purchased today: Sep. 10, 2024 Contract # C000001115143 Customer Agreement # 23026 / 7-23-70-55-01 Description SKU Unit Price Quantity Subtotal ProSupport: Next Business Day Onsite Service After Problem 817-6600 1 Diagnosis ProSupport: 7x24 HW/SW Technical Support and Assistance 817-6609 1 Unit Price Quantity Subtotal PowerEdge R340 $369.99 1 $369.99 Estimated delivery if purchased today: Sep. 10, 2024 Contract # C000001115143 Customer Agreement # 23026 / 7-23-70-55-01 Description SKU Unit Price Quantity Subtotal ProSupport: Next Business Day Onsite Service After Problem 822-7653 1 Diagnosis ProSupport: 7x24 HW/SW Tech Support and Assistance 822-7666 1 Subtotal: $1,603.59 Shipping: $0.00 Estimated Tax: $0.00 .............. .. Total: $1,603.59 CITY OF EL SEGUNDO, a goneral law city ITSD Assisr City Attorney Tracy Weaver, City Clerk Risk Management Page 3 - Agreement No. 7119 Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote ("Supplier") and the entity to whom this Quote was issued ("Customer'). Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote. All product, pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax_Department@dell.com or ASalesTax@emc.com, as applicable. Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell's Terms of Sale (available at .dell.com/terms or www.dell.com/oemterms), or for cloud/as-a- Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the "Governing Terms"). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions: Customer's use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on .Dell.com/eula. Descriptions and terms for Supplier -branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dell emc. com/e n-us/cu stomer-services/prod uct-warranty-and-service-descri ption s. htm. Offer -Specific, Third Party and Program Specific Terms: Customer's use of third -party software is subject to the license terms that accompany the software. Certain Supplier -branded and third -party products and services listed on this Quote are subject to additional, specific terms stated on .dell.com/offeringspecificterms ("Offer Specific Terms"). In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer -specific terms in a written agreement with the end - user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement ("Financing Agreement") for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre -approved by Supplier ('"FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer's use (and Customer's resale of and the end -user's use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or If Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain,, products shipped to end users in California, a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request Commercial Warranty Subscription Customers: By accepting your order confirmation, you are opting in to a recurring subscription for the services listed and allowing Dell to charge your payment method on file either monthly, quarterly or annually based on the selection in this order for the duration of the committed period. Dell has the right to charge an Early Termination Fee (ETF) if cancelled prior to the committed period. Other Subscription Customers: By accepting your order confirmation, you are opting into a subscription for the services listed and are allowing Dell to charge your payment method on file on a recurring basis. See the offer specific Terms and Conditions for details. Commercial: https://www.dell.com/learn/us/en/uscorp1/commercial-sector-auto-renewal-terms You may opt out of automatic renewal at any time through the web portal used to manage your subscription. You may update payment and billing information through the Dell Digital Locker. Page 4.i. �� Agreement No. 7119 STATE OF CALIFORNIA PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01 Computer Equipment, Peripherals & Related Services Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor) This Participating Addendum Number 7-23-70-55-01 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 lead state of Minnesota NASPO ValuePoint Master Agreement Number 23026. 1. SCOPE A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services). B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agengy Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies. C. Each local government is to make its own determination whether this Participating Addendum and the Minnesota NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations. 2. TERM A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end June 30, 2025, or upon termination by the State, whichever occurs first. B. Lead state amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum. Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor. C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be up to 120 days after the Participating Addendum expiration date. Page 1 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions — Information Technology (GSPD-401IT) effective 6/21 /2022 B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division- Resources-List-Folder/Required-Language-for-Solicitations-and-Contracts). 4. ORDER OF PRECEDENCE A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: 1) California Participating Addendum Number 7-23-70-55-01 2) Minnesota NASPO ValuePoint Master Agreement Number 23026 5. AVAILABLE PRODUCTS AND SERVICES A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23026 are allowed under this Participating Addendum: 1) Band 1, Personal Computing Devices — Windows Operating Systems: Desktops, Laptops, Tablets 2) Band 2, Personal Computing Devices — Non -Windows Operating Systems: Desktops, Laptops, Tablets 3) Band 3, Servers and Storage 6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES A. Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000). ITEM CONFIGURATION Band 1 $15,000 Band 2 $15,000 Band 3 $1,000,000 Peripherals $10,000 Services Addressed in the customer specific Purchase Orders Page 2 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 B. Services must be related to the procurement of equipment. C. The following restrictions apply to state agency purchases under this Participating Addendum: 1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order. 2) Service -only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed). 3) Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed. 5) Professional services are not allowed. 6) Cloud services are not allowed. 7. PRICING A. Contractor's pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23026. B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota. 8. AUTHORIZED RESELLERS A. Contractor may use State -approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum. 2) 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. 3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name. Page 3 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 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 Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers. C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements. D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any deleted Authorized Resellers or changes to current Authorized Resellers' information at any time. E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval. F. State -approved Authorized Resellers will be posted on the State's Cal eProcure website. 9. SUBCONTRACTORS A. Nothing contained in this Participating Addendum or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor. B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted. C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum. D. Any subcontract in excess of $25,000, entered into as a result of this Participating Addendum, shall contain all the provisions stipulated in this Participating Addendum to be applicable to subcontractors. Page 4 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 10.ORDERING AGENCY RESPONSIBILITIES A. State agency and local government use of this Participating Addendum is optional. B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State's Cal eProcure website. C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-01. 11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC) A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery's State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217. B. Contractor will be required to complete and return a Postcon unner Recycled - Content Certification form (https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the state agency. 12. DELIVERY A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement. B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point. 13.INVOICING AND PAYMENT A. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date). B. Invoices shall be sent to the address identified in the ordering agency's purchase order. The Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum. C. Contractor does not accept the State of California credit card (CAL -Card) for payment of invoices. Page 5 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 14. USAGE REPORTING A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity. B. The State Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Participating Addendum. C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox (PDCooperatives@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 (5) 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 January 1 to March 31 __. Due Date April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 October 1 to December 31 January 31 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this Participating Addendum. H. Time extensions may be approved only if all due reports have been submitted to the State. 15.ADMINISTRATIVE FEE A. Contractor is required to remit to DGS an administrative fee amount equal to 1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be-$1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing. C. The administrative fee shall not be invoiced or charged to the ordering agency, Page 6 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 D. Payment of the administrative fee is due irrespective of payment status from ordering agencies. E. Payment may be made in the form of an electronic payment using the LPA Payment Portal websit (https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services. F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address: Department of General Services Procurement Division Attn: MAPS Payment Processing 707 Third Street, 2nd Floor West Sacramento, CA 95605 G. Administrative fee payments are due for each quarter as follows: _.............................. Reporting Period _�_... . Due Date .�������� 31 January 1 to March April 30 April 1 to June 30 July 31 .............. July 1 to September 30 .......... October 31 October 1 to December 31 January 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum. 16. CONTRACT MANAGEMENT A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows: Contractor Contract Manager Name: Ashley Salinas Phone: (512) 542-1237 Fax: n/a Email A.Salinas@dell.com Address: Dell Marketing L.P. Attn: Ashley Salinas One Dell Way Round Rock, TX 78682 Page 7 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 B. The State Contract Administrator for this Participating Addendum shall be as follows: State Contract Administrator Name: Katelynne L eisenring Phone: (279) 946-8129 Email katelynne.leisenring@dgs.ca.gov Address: State of California Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change. 17.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, non -disrupted 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. 18.AMENDMENT No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties. 19. NEWS RELEASES Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State. Page 8 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 20. EXECUTIVE ORDER N-6-22 — RUSSIA SANCTIONS On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State. 21.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, whether 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 Participating 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 this Participating Addendum, Contractor agrees to offer the same products/services available on the Minnesota NASPO ValuePoint Master Agreement Number 23026, at prices equal to or lower than the prices on that agreement. Page 9 of 10 Agreement No. 7119 Participating Addendum 7-23-70-55-01 IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. STATE OF CALIFORNIA Department of General Services Agency Name "Ig"Ily signed uy JWIe Julie Matthews s ryw 202401231354 gg 1 /23/2024 -0®'gg' Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Printed Name/Title of Person Signing 707 Third Street West Sacramento, CA 95605 Address CONTRACTOR Dell Marketing L.P. Contractor Name 01 /22/2024 Authorized Signature Date Signed Katherine Castillo- Paralegal Advisor Printed Name/Title of Person Signing One Dell Way Round Rock, TX 78682 Address Page 10 of 10