HomeMy WebLinkAboutA9194 - Dell Technologies Inc CONTRACT ABSTRACT
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Dell, Inc.
Carina Clifford
Utilization of WSCA/NASPO – for the purchase of computer equipment
$2,500,000
5701025-60005
09/01/2022 – 08/31/2027
Contract Administration
Lead Department:
Contract Administrator:
Information Technology
Larry Klingaman
Contract Approvals
Council Approval:
Resolution Number:
Agreement Number:
September 1, 2022
N/A
N/A
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
N/A
Attached
N/A
N/A
Contract Prepared By:
Submitted on: 09/06/2022 By: Valerie Rodriguez
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ATTACHMENT B
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Dell Customer Communication - Confidential
Adoption Agreement
By and Between City of Palm Springs, CA
and Dell Marketing L.P.
Utilization of the
WSCA-NASPO Cooperative Purchasing Organization
Agreement Number: A9194
This Adoption Agreement (“Adopting Agreement”) is made between the City of Palm Springs, a
California charter city and municipal corporation located in the County of Riverside, State of California
(hereinafter referred to as the “CITY”); and Dell Marketing L.P. (“DELL”) with offices at One Dell Way,
Round Rock, Texas 78682 (collectively, the “Parties”).
For Mutual and Valuable Consideration, the City and DELL agree to utilize the terms and conditions of
the NASPO Cooperative Purchasing Organization, Agreement Number MNWNC-108 / 7-15-70-34-003,
Dell Contract Code C000000181156, the underlying agreement (“NASPO Agreement”). Pricing Discount
Structure is attached in Exhibit A.
1.0 This Adoption Agreement shall become effective as of the date last signed below and will renew
conterminously with the NASPO Agreement until cancelled in accordance with the underlying
agreement.
2.0 No other terms and conditions shall apply without mutual agreement including any preprinted
terms on invoices or purchase orders.
3.0 All notices required pursuant to the Adoption Agreement shall be in writing and sent by certified
mail, return receipt requested and email.
4.0 The term of this Adoption Agreement begins September 1, 2022 and ends August 31, 2027.
5.0 The total value of this Adoption Agreement over the five-year period shall not to exceed
$2,500,000.
To the CITY: To DELL:
TO: City of Palm Springs
Attn: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Dell Marketing L.P. (“Dell”)
One Dell Way
Round Rock, Texas 78682
Legal Notices:
Dell_Legal_Notices@Dell.com
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Dell Customer Communication - Confidential
Signatures on next page.
IN WITNESS WHEREOF, DELL has executed this Adoption Agreement, and the CITY,
by its CITY Manager, who is authorized to do so, has executed this Adoption Agreement.
Dell Marketing L.P.
Dated:___________________ By _________________________
Title________________________
CITY OF Palm Springs
Dated: By
CITY Manager
Attest:______________________________
CITY Clerk
Approved as to Form and Procedure:
CITY Attorney
August 19, 2022
Carina Clifford, Contract Administrator
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By Liz Killmer at 8:51 am, Aug 19, 2022
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IT Director
9/12/2022
Dell Customer Communication - Confidential
Exhibit A
NASPO MNWNC-108 Product Discounts
LOB / Product Category Description Discount
Category
Offline
Discount
Online
Discount
Desktop; Laptop; Server; Storage A 15.5% 16%
Toner F 1.5% 2%
Value Latitude, OptiPlex, Workstations, Selected Products H 4% 4.5%
Third Party Products - (Applicable in all bands) M 5.5% 6%
Selected Service on Poweredge Departmental Servers; Directline
Service; 4-Hr On-Site Critical Care Plus; Business Care Plus On-Site
Service (all years)
O 13.3% 13.5%
On-Site - Next Business Day On-Site (extended yrs), Critical Care On-
Site Services (all yrs), other services R 0.5% 1%
Selected Promo Offers; Inspiron; Selected Latitude; SC PowerEdge;
Selected Dell I EMC; Dell Branded Peripherals/Imaging;
PowerConnect; Axim; Projector; Printer
S 2.5% 3%
Spare Parts; selected Dimension Brand U 0.5% 1%
Spare Parts; selected Dimension Brand W 0.5% 1%
Spare Parts; selected Dimension Brand X 0.5% 1%
Spare Parts; selected Dimension Brand; On-Site - Next Business Day
On-Site (extended yrs), Critical Care On-Site Services (all yrs), other
services
Z 0.5% 1%
On-Site - Next Business Day On-Site (extended yrs), Critical Care On-
Site Services (all yrs), other services Z1 0.5% 1%
On-Site - Next Business Day On-Site (extended yrs), Critical Care On-
Site Services (all yrs), other services ZS 0.5% 1%
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ATTACHMENT C
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• DEPARTMENT OF ADMINISTRATION
STATE OF MINNESOTA
Materials Management Division
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
Voice: 651.296.2600
Fax: 651.297.3996
COOPERATIVE PURCHASING
ORGANIZATION
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
WITH
DELL MARKETING, L.P.
FOR
COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers and Storage
including Related Peripherals & Services)
To: Dell Marketing L. P. . __ ,,..; CONTRACT NO:
One Dell Way I e;-rr -
Mailstop 8TOi' fLl'l.l-3.3 ~~--::,,-ju./'~
Round Rock, TX 78682 /.?;,:? .1/.rJ✓ICONTRACT PERIOD:
Contract Vendor Administrator: Diane
Wigington
Email: Diane· Wigington@dell.com
Phone: (512) 728-4805
THROUGH
EXTENSION OPTION:
MNWNC-108
April 1, 2015, or upon final
executed signatures,
whichever is. later
March 31, 2017
UP TO 36 MONTHS
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following
documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you
and the State: • 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum
shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship
with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO
Master Agreement (includes negotiated Terms and Conditions); 3; The Solicitation; and4. the Contract Vendor's response
to the Solicitation. These documents shaH be read tq be consistent and complementary. Any conflict among these
documents shall be resolved by giving priority to these documents in the order listed above.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby.
1. DELL MARKETING L. P.
By:
Title:
By:
.iitle•
Date:
2. MINNESOTA MATERIALS MANAGEMENT DIVISION
By:
Title:
Date:
3. MINNESOTA COMMISSIONER OF ADMINISTRATION
By:
Date:
Or delegated representative.
. Original signed
MAR O 3 2015
By Lucas J. Jannett
1 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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fnn,sata COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
TABLE OF CONTENTS
TABLE OF CONTENTS ................... , ................................................................................................................................... 2
SUMMARY .......................................................................................................................................................................... 3
EXHIBIT A -TERMS & CONDITIONS ................................................................................................................................ 5
EXHIBIT B -·PRICING ......................................................................................................................................................... 24
EXHIBIT B -PRICI.NG SCHEDULE .....................•........................................................................ , ................................... 26
EXHIBIT C -PRODUCT AND SERVICE SCHEDULE (PSS). .......................................................................................... 27
EXHIBIT D -.WEBSITE .................................................... , .................................................................................................. 28
EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF) ................................................................................................ 29
EXHIBIT F-REPORTING ................................................................................................................................................... 31
EXHIBIT G·-DEFINITIONS .............................................................................................................................................. ,32
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jJ;;J;,,ata
DEPARTMENt OF ADM/1'1/STRATION
COMPUTER EQUIPMENT•
2014-2019
COOPERATIVE PURCHASING
ORGANIZATION
MINNESOTA WSCA--NASPO MASTER AGREEMENT AWARD
SUMMARY
1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly
posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procu.rement
Program ("WSCA-NASPO") resulting in a MasterAgreementAward, After evaluation by a multi-state sourcing team
the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for:
Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals &
Services. ··
The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on
the Master Agreement The configuration limits and restrictions for this Master Agreement are provided below.
Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below:
Band 1 : Desktop
Band 2: Laptop
Band 3: Tablet
Band 4: Server
Band 5: Storage
The o~iginal solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will
be allowed in Bands 1-5. The original soHcitation and responses may be found on the WSCA-NASPO Website ..
2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed
signatures, whichever is later, through March 31, 2017 with the option to extend up to 36 months, upon agreement by
both parties. Contract Sales may not begin until the Website, Productand Service Schedule and third party products
have been approved by the Master Agreement Administrator.
3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master
Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are
able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right
to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as
allowed by the Master Agreement.
4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating
States may define their configuration limits in their participating addendum. The Participating State's Chief
Procurement Official may increase or decrease the configuration limits, as defined 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.
The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the
purchase of multiple configurations (e.g. an entity could purchase 10 laptops@ $10,000 for a total purchase price of
$100,000). .
ITEM CONFIGURATION*
Server $500;000
Storage $500,000
Desktops $ 10,000
Laptops $ 10,000
Tablets $ 5,000
Peripherals $ 5,000
Services Addressed by each State in participating addendum
* Configuration is defined as the combination of hardware and software components that make up the total functioning
system. Software purchases are considered a part of the configuration limit of the equipment.
3 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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5. 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 be 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 lriitial 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 Servlces including acquisitions structured as managed on-site services are not allowed.
5. Managed Print Services are not allowed.
c. Third Party 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 Product/Services
1. Hardware and software required to solely support wide area network fYl/AN) operation and management 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 State'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.
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COMPUTER EQUIPMENT
2014--2019
COOPERATIVE PURCHASING
ORGANIZATION
OEPARTMENTOF ADMIN/.STRATION
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT A -TERMS & CONDITIONS
MASTER AGREEMENT TE~S AND CONDITIONS
A. GENERAL TERMS~ CONDITIONS & INSTRUCTIONS
1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful
responder will become Master Agreement contractual obligations, along with the.final Master Agreement, if acquisition
action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to,
as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.
The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is
solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which
fails to comply with this requirement may be disqualified as noriresponsive;
All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will
apply to any Master Agreements entered in.to as a result thereof. ·
2. CONFLICT OF TERMS/ORDER OF PRECEDENCE:
a. A Participating Entity's Participating Addendum ("PA9);
b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & 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 the 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 the 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. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify
the RFP by issuing one or more addenda to an parties who have received the RFP. Each responder must follow the
directions on the addendum. Addenda will be numbered consecutive!y in the order they are issued.
4. AWARD.The award of this solicitation will be based upon the total accumulated points as established in the RFP, for
separate items, by grouping items, ·or by total lot, and where at its sole discr~tion the Lead State believes it will
receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple
responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders.
The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re-
issue the solicitation, whichever is in the best interest of the Lead State.
The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or
desrgnee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by
the Commissioner of Administration and the WSCA-NASPO Management Board.
5. CLARIFICATION. If a responder discovers any significant ambiguity; error, conflict, discrepancy, omission, or other
deficiency in the RFP, the res·ponder shall immediately notify the Acquisition Management Specialist in writing, as
5 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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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 AGREEMENTADMINISTRATOR. The Master Agreement Administrator designated byWSCA-NASPO and
the State of Minnesota, Department of Administration is: Susan Kahle. Direct an correspondence and inquiries, legal
questions, general issues, ortechhical 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 55155
Fax: 651.297.3996
E-mail: susan.kahle@state.mn.us
8. 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 pursuantto the Minnesota Government Data Practices Act.
.If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials,
as defined by the Mihhesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must:
a. clearly 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, ftom 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 Adm ihistrator 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 days 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.mmd.ad111in.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. ·
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12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, 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 cifthe 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 its 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 MAY BE 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:riotice to the other 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
sighed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the
transmission is confirmed 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 Admrnistration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
651 ~296-2600
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MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA-NASPO TERMS AND CONDITIONS
1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of orie-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). The WSCA-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 with in that state. For all such requests;· the fee level,. payment method and schedule for such reports 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 state. All such -agreements may not affect the WSCA-NASPO Adm rnistrative Fee or the
prices paid by the Purchasing Entities outside the jllrisdiction of the state reqllesting 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 the Contract Vendor quotation/sales order or in similar documents
subsequently provided by the Contract Vendor, The solicitation langllage 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 toa 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 Vendor'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, rrghts 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
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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.
Confidentiallnformation 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 ii1 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 use Confidential Information for 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 p8rties shall use commercially reasonable efforts in
identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, parties shall advise each other immediately if they learn or have reason to believe that
any person who has had access to Confidential Information has violated or intends to violate the terms of this Master
Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief againstany such
person. Except as directed in writing , the part res 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 Confidential Information. 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 MasterAgreement for a requirement established by a Purchasing Entity that discloses 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 terms of
paragraph 8, Section 2D, Minnesota Terms and Conditions
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 ofa 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
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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 default 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:
r. 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 commercial 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 default caused by
fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA,-NASPO Master
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 Addend um 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 ContractVendor, 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. INDIVIDUAL 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 Participating
Addendum for their purchases. 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 modjfied 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 of its Participating Addendum.
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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 General 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 Em players Liability Insurance
requirements. ·
Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master
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 thatthe Contract Vendor's liability insurance policy shall be primary, with any liability
insurance of the Participating Entity as secondary and noncontributory.
Contract Vendor shall furnish to Participating Entity copies of 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 it
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 with in 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 WSCA/NASPO cooperative
purchasing program for state government departments, institutions, agencies and political subdivislons (e.g., colleges,
school districts, counties, cities, etc.,} for all 50 states and the District of Columbia. Obligations under this Master
Agreement are 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 having available funds. Participating States incur no financial obligations on
behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will b.e 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 Official.
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
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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 agairist 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 arid 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 arid/or transcribe
Contractor's books, documents, papers and records directly_pertinent to this Master Agreement or orders placed by a.
Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right
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 hereof 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 experiences 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
speclfied 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, higher education, 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, cre~it, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and
line item description, including product number if used. The report shall be submitted ln any form required 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; CD-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, Attachmerit 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
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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.
28. 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 with in 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 st 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 for 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 cause 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, will 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 cre~ted prior to the Master Agreement. and which the Purchasing Entity did not pay
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
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or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information
or data of Ordering Entity (collectively, the "Residual IP"), 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 writing.
Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any 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 Participating Addendum, or order.
32. WARRANTY. The warranty provided must be the manufacturers written 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 deslgned 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 Contract Vendor will provide warranty and maintenance call numt,iers 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 (at no charge to the Purchiasing 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 Contract Vendor 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 Ol3LIGATIONS OR
CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FOR TH~ FOLLOWING:
(1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE,
LOSS OF USE OF A SYSTEM OR·NETWORK OR THE RECOVERY OF SUCH; (3) LOSS Of BUSINESS
OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES, DELL PRODUCTS
OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.
8. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF PR 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 PRODUCTS,
SOFTWARE OR SERVICES TO ORDERING ENTITY, AND SUCH LIMITATIONS WILL APPi-Y
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 contracti, including "Service
Descriptions" available at www.dell.com/servicec6ntracts/us, "Statements of Work," and any other' such mutually
agreed upon documents. Each Service Agreement will be interpreted as a single agreement, lndependent 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 the 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, ancj then the Master
Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the
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foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the
Contract Vendor 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 medla packaging or
presented to Purchasing Entity during the installation or use of the Software. Purchasing Entity agrees that itwill 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 Master Agreement, and to the extent the terms are not in conflict with the Participating Entities'
applicable laws. In the event ofcoriflict 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 by 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/returnspolicy 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 loss, 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.
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MASTER AGREEMENT TERMS AND CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS
1. ACCEPTANCE OF PROPOSAL CONTENT.The contents of this RFP and selected portions of response of the
successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action
ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and
conditions. · ·
2. ACCESSIBILITY ST ANDA RDS. The State of Minnesota· has developed IT Accessibility Standards effective
September 1, 2010, which entails, in. part, the Web Content Accessibility Guidelines (WCAG) 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 responder's 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
508VPAT and WCAG 2.0VPAT http:1/mn.gov/oet/policies~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 written 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 CC>NTRACTS. 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 an 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 ls a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly
rendered an erroneous certification, iil 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
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\
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,Oprimary 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 submitted 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
transaction 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 excluded 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
titled, "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 nonprocu rement programs:·
8. Nothing contained rn 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 ~nters into a lower tier covered transaction with a person who is proposed for
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 prospectlve 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 du ring 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 original 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
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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:l/www~sec.gov/rules/final/2012/34-67716.pdf.
11 ~ COPYRl(;HTED 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 respo·nd to
request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing,
photocopying, State Intranet/Internet 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 Agreementarising 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, Minn. 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 applies to all data created, collected, received, stored; used, maintained,
or disseminated by the Contract Vendor in accordance with 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. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined 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 indeterminate 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
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40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state 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 thatdid 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 whlch it has a collective
bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms 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 or revocation of a certificate of compliance
by the commissioner, refusal by the commlssioner to approve subsequent plans, and termination of all or part of
the Contract by the commissioner or the State.
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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 request from the contracting agency.
17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless 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 with 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 wil I
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 Participatlng Entity shall promptly notify the Contract Vendor. The Contract Vendor, at lts 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 thatin the ContractVendor'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 Deliverables 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 allegedly
infringing• Product, Deliverables or Software.
Notwithstanding the foregoing, ContractVendor shall have no obligation under this Section for any claim resulting or
arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on
behalf of Contract Vendor; (2) the combination, operation, or use of the Products; Software, Services or Deliverables
in connection with a third-party product, software or service (the combination of which causes the claimed
infringement); or (3) Contract Vendor's compliance witli Participating Entity's written specifications or directions,
including the incorporation of any software ot 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 competent jurisdiction in Ramsey
County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be
subject to thejurisdiction 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 furnlshed 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 nonvisual technology access standards ;
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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 accesstechnology 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 notblind or visually impaired.
22. · NOTICE TO RESPONDERS. Pursuant to Minri. Stat. § 270C.65, subd. 3, ContractVendors are required to provide
their Federal Employer Identification Number or Social Security Number. This information rnay be used in the
enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract
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 k_nowledge and
belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to
organizational conflicts ofinterest. 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 organizationalconflict 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 preserve 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 limited 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,
narne, address, social security number, or telephone numbeL
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
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review of Contract Vendor's 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.In 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 TG/ED 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 vendor. If you
wrsh to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form
included in this sollcitation 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 amountbid
on state procurement to certified small businesses that are majorlty-owned and operated by:
(1) recently separated veterans who have served in active military service, at any time on or after 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 sman 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 call 651.201.2413 between the hours of 8:00 a.m. to
4:30 p.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 simllar 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 prlorwritten consent of the
22 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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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 to 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 Indemnification, 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. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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fnnssata COMPUTER EQUIPMENT
2014-2019
COOPERATIVE PURCHASING
ORGANIZATION
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBITS -PRICING
1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage.
2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category
exceptions for each band. The category discounts may be higher or lower than the than the band discount. The
minimum discount and categorized exceptions will be applied to all "quantity one· procurements. An end user w111 be
able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions
provided in the Master Agreement.
3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the
Master Agreement.
4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price
List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic
versions of the. Baseline Price List must be made available upon request pursuant to the audit provisions.
5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing
of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog.
The PSS will be submitted to the Lead $late following contract award and must be approved by the Lead
State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to
verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list.
The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States
restrictions.
6. CHANGES TO THE PSS. Contract Vendorwill request changes to the PSS utilizing an Action Request Form (ARF)
Submittals will be reviewed by the Lead State quarterly.Obsolete and discontinued products will be removed.
7. BULKNOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested.
Additional savings are expected when competing awarded vendors for volume pricing.
8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their
inventory and sales. The Contract Vendors will be responsible to market these offers.
9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package
(PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months
(May and November). Refresh schedule is subject to change. See currentconfigurations:
http://www.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these ·packages
without any signing additional documents.
10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State
may address the allowance of Trade-Ins.
11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may
address service agreement terms and related travel.
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12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Partlcipating 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 ifthe 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 reci,ipt of an order,
unless otherwise agreed to by the ordering agency.
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b.
c.
DEPARTMENT OF ADMINISrRATION
COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT B .: PRICING SCHEDULE
Foronline
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DEPARTMl:.NTOF ADMINISTRATION
COMPUTER EQUIPMENT
2014-2019
COOPERATIVE PURCHASING
ORGANIZATION
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT C -PRODUCT AND SERVICE SCHEDULE (PSS)
1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and
services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The
PSS will be submitted to the Lead State following contract award and must be approved by the Lead State
prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify
pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The
Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions.
The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and
containing the following information:
a. Band number
b. Part # -SKU #
c. Manufacturer
d. Description
e. Minimum Discount
f. Category Code (This code will be refined during the approval process)
g: Other fields approved by the Lead State
2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF)
Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.
3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award.
Suggested format is provided below:
MANUFACTURER NAME ___________ _ DATE: ___________ _
BASELINE PRICE LIST: ___________ _
LINK: ___________________ _
,'
BAND Part#-SKU# MANUFACTURER DESCRIPTION MINIMUM CATEGORY
DISCOUNT CODE
1 XYZ ABC DESKTOP 60% 1M
2 550 zzzzzzz LAPTOP CART 10% 2TM
3 123A ABC SUPER TABLET 25% 3A .
4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be
received from the Lead State prior to adding third party products to the Product and Service Schedule. Master
Agreement restrictions of third party products include:
a. Contract Vendors can only offer Third Party Products in the bands they have been awarded.
b. Contract-Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA-NASPO Master Agreement unless approved by the Lead State.
c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor
will provide warranty and malntenance call numbers and assist the customer in engaging the manufacturer on
warranty and maintenance issues. ·
d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form.
e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as
products are approved.
27 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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DEPARTMENT OFADMINIS TRATION
COMPUTER EQUIPMENT
2014-2019
COOPERATIVE PUI\CHAS!NG
ORGANIZATION
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT D -WEBSITE
1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a
sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review
and determine acceptabillty of the website format and data. If the information is determined to be unacceptable or
incorrect, the Contract Vendor will have 15 calendar days to .provide revisions to the Lead State. Once the website is
approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and
receiving written approval of the changes utilizing the Actlon Request Form. The Contract Vendor must continue to
monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure
websites are updated and Contract Vendors will be expected to correct deficiencies.
2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public)
on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items
listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1
above.
a. Baseline Price List and historic versions
b. Approved Product and Service Schedule (PSS)
c. Product specifications, pricing, and configuration• aids for the major product categories proposed that can be used
to obtain an on-line quote
d. Third Party Product list will be clearly posted on the Vendor provided website and updated as products are
approved
e. Link to the WSCA-NASPO EmarketCenter
f. Online ordering capability with the abifityto remember multiple ship to locations if applicable to product
g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and
billing concerns
h. Sales representatives for participating entities
L Purchase order tracking
j. Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled
maintenance ·
k. Additional Terms may not be posted on the Website without written approval of the Lead State
I. Link to the WSCA-NASPO EmarketCenter if a State is participating ·-
m. lnformatlon on accessibility and accessible products
n. If participating in Premium Savings Package Program, lead With these products and display prominently on the
website
o. Links to environmental certification, including but not limited to take-back/recycling programs,
p. Information 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/rules/final/2012/34-67716.pdf
q. Service options, service agreements for negotiations when allowed by a partjcipating addendum
r. EPEAT, Energy Star, etc.
s. Link to Signed Participating Addendums
t. Link to Signed Master Agreement
u. Link to solicitation and Response
3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line
offering systems and Electronlc Catalog functions supported and/or available as part of the Master Agreement will
cease and be removed from public viewing access without redirecting to another website.
28 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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mm j .
tnn,sata
DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT E -ACTION REQUEST UPDATE FORM (ARF)
The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide
quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the
Lead State.
DATE:
ATTN: WSCA-NASPO Master Agreement Administrator
RE: Master Agreement # ____ with ----------------------~<Contract Vendor)
Dear WSCA-NASPO Master Agreement Administrator:
__________________ (Contract Vendor) is providing the following update and/or
requesting the action noted below.
Action Requested:
Action Log: ______ Verify Log is attached
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
_Update of Product & Service Schedule Prcivlde summary of additions, deletions and pricing changes.
NOTE: THISWILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED
_Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed
_Third Party Product Addition
_Marketing Approval
_Material Website Change
-. Miscellaneous Inquiry
Provide warranty Guarantee
Attach Materials for review
Describe and·provide link for review
Provide detail (e.g. key contact change, etc.)
The Contract Vendor certifies Products and Services provided meetthe terms and conditions of the Master Agreement
and understands they may be audited for compliance. Additional information may be requested upon submission. The
Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its
sole discretion. ·
Contract Vendor: Name of Requester:
Title of Requester: _____________ _
29 CONTRACT NO. MNWNC:1os MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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·•ta DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT E -ACTION REQUEST FORM (ARF)
ACTION REQUEST FORM
LOG
Submit updated Action Log with each update. Log must provide history of previous update.
CONTRACT VENDOR: ________ _
Contact Name and Email (for questions): ___________ _
DATE ACTION REQUESTED: DATE
SUBMITTED APPROVED
~
· 30 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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tnn,sata
Df:PARTMENT:OF ADMINISTRATION
COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT F -REPORTING
1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead
State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive; royalty free, transferable right to display,
modify; copy, and otherwise use reports, data and information provided.
2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter.
June 30
Se tember30
December31
3. REQUIRED REPORTS:
ReoortName Submitted to Purpose & Submittal
1 WSCA-NASPO Administrative Fee WSCA-Identify total sales and administrative fee due to WSCA-
NASPO NASPO
1) Go to: htt12://www.nas12o.org/WNCPO/Calculator.as12x
2) Complete all contract report information fields
3) Enter total· sales per State or Select "no sales for quarter''
checkbox
4) Click on Submit button
2 WSCA-NASPO Detailed Sales WSCA-Detailed sales data by line item. Currently via an Excel Report
NASPO template. Future MAY involve a portal. No modifications may
be made by the Contract Vendor to the template. This report
may alsofulfill the reporting requirements of self audits,
premium savings sales, and Bring Your Own Device Employee
Sales.
3 Participating States Participating Contract Vendor may utilize the detailed sales report to report
State to individual States unless otherwise directed by the State.
States may require additional reporting.
4 Participating Addendum Status WSCA-Provides status of Participating Addendums. Excel Template
NASPO to be provided by WSCA-NASPO. ·
5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested;
6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF)
Audit
31 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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illit-DEPARTMENT OF ADMINIStRATION
COMPUTER EQUIPMENT
2014-2019
MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT G -DEFINITIONS
Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing.
Accessory. Accessories do not extend the functionality ofthe computer, but enhances the user experience i.e., mouse
pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals.
Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band
includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined
product. Responder may receive an award in one or more bands for which they manufacture a product based on the
evaluation.
BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop
computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and
3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients,
all in ones and workstations will also be included under desktops; Ruggedized equipment may also be included in the
Product and Service schedule for this band. ·
BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard,
point device such as a touch pad and speakers into a single unit. A laptop can be used away from an outlet using a
rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin
clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops.
Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be
included in the Product and Service Schedule for this band. ·
BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of
control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the
Product and Service Schedule for this band.
BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to
serve the needs ofthe 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 lhcludes 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.
BAND 5: STORAGE. 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.-
BAND 6: RUGGE:DIZE:D DE:VICE!S Rldggedi;z:ed refeR; te de1.1ices specifically designed te operate r:eliably in harsh usage
en•.•irenments and senditiens, sLish as streng ,,,ibr:atiei:is, extreme tempei:atui:es and wet er dListy sonditiens. RLiggedi;z:ed
Devises may alse be effereEI ldAEler bands 1 a ef the Master ,t.,greement. BAND 6 REMOVED. RUGGEDIZED
EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS.
Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and
information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services
including acquisitions structured as managed on-site services are not allowed.)
Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the
terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the
performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be
utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating
States will have final determination/approval if a Partner may be approved for that state in the role identified by the
Contract Vendor. ·
Components. Parts that make up a computer configuration.
Configuration. The combination of hardware and software components that make up the total functioning system.
Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single
location. A desktop computer typically comes in several units connected together during installation: 1) the processor,
32 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
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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 less 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.energystar.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 legal
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 Eritity 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 arid procedures surrounding general consulting which need adherence. Minnesota Statute
section 16C,08 defines general consulting for the State of Minnesota. https://www.revisor.mn~gov/statutes/?id=16C.08
Laptop. This is Band 2 of this 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 Entity 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 willingness 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 Participating
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 subdivisfons or other
entities ln 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 Participatlng 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.
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
Item 1I - 45
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 offered 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 finahclally 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 condltions, 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 andcertificatioh, 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 equipmenland 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 solicitatron. A server is a physical computer dedicated to run one or more services or
applications (as a host) to serve the needs of the users of other computers on a network. This bahd 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 lnclude 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 uses
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 Natlonal
Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization
facilitates administration of the cooperative group contracting consortium of state Ghief 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 reclpient 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.
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
STATE OF MINNESOTA
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
Voice: 651.296.2600
Fax: 651.297.3996
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529
May 12, 2022
Renee Brand
Dell Marketing L.P.
One Dell Way
Mailstop RR1-33 Legal
Round Rock, TX 78682
Dear Ms. Brand:
Amendment No. 4 to NASPO Master Agreement No. MNWNC-108 is enclosed for you to complete and return.
Using the DocuSign process, please have the attached document(s) signed
and routed for the State’s execution by May 20, 2022.
If the Amendment is not properly executed it will be returned to you. Upon receipt of the properly executed document,
and after signatures are obtained from the appropriate State authorities, a copy of the completed Amendment will be
sent to your company.
If you have any questions, please feel free to contact me.
Sincerely,
Andy Doran
IT Acquisitions Supervisor
Enclosure(s)
cc: Cyndi Radel
Greg Garritty
Mike Hendrix
DocuSign Envelope ID: 3299F8E0-2A57-4746-A209-8989619C2878
Item 1I - 46
m~ DEPARTMENT ,OF
11 ADM !INISTRATION
STAH PROCUREMEN T A NASPO
Value Point TM
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529
Amendment No. 4 to NASPO Master Agreement MNWNC-108
AMENDMENT NO. 4 TO NASPO MASTER AGREEMENT NO. MNWNC-108
THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration
(“State”), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (“Contractor” or
“Contract Vendor”).
WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April
15, 2015, through July 31, 2022 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and
WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn.
Stat. § 16C.03, subd. 16, the authority to amend contracts; and
WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual
agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract.
NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows:
1.That NASPO Master Agreement No. MNWNC-108 is extended through February 28, 2023, at the same prices, terms,
and conditions.
This Amendment is effective beginning August 1, 2022, or upon the date that the final required signatures are obtained,
whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled,
whichever occurs first.
Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby.
1.Dell Marketing L.P.
The Contractor certifies that the appropriate person(s) have
executed this Amendment on behalf of the Contractor as
required by applicable articles, bylaws, resolutions, or
ordinances.
By:
Signature
Printed Name
Title:
Date:
By:
Signature
Printed Name
Title:
Date:
2.Office of State Procurement
In accordance with Minn. Stat. § 16C.03, subd. 3.
By:
Title: Acquisition Management Specialist
Date:
3.Commissioner of Administration
Or delegated representative.
By:
Date:
DocuSign Envelope ID: 3299F8E0-2A57-4746-A209-8989619C2878
5/26/2022
Contract Administrator
Alyssa Sayles
5/26/2022
5/26/2022
Item 1I - 47
~"~"'""" " ffi17o.1J4, f\,t _ ~
742DE739C8ED492
68D02A26D7604BA
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
Item 1I - 48
PARTICIPATING ADDENDUM
NASPO ValuePoint 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 Universities (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
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Item 1I - 49
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 (GSPD401 IT), 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 of 6
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Item 1I - 50
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 arid 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 OCT31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR31 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 of 6
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Item 1I - 51
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 3rd Street, 2nd 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 P~riod DueDate ·
JUL 1 to SEP30 OCT31
OCT1 to DEC31 JAN 31
JAN 1 to MAR31 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.
10. 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
Page4 of6
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
Item 1I - 52
,,, 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.Matthewsc@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, 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 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
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
Item 1I - 53
,:-t,
Participating State:
STATE OF CALIFORNIA
By: C ~ 6✓ c:r~
Name: Jim Butler
Title: Deputy Director
Date: \() (( J\:S:
/
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
Contractor:
DELL MARKETING, L.P.
By:
Name:
Title:
Date:
Page 6 of 6'
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
ATTACHMENT A
Item 1I - 4
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Page 1 of 2
(Revised 09 13 18)
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? F Yes F No
5. Type of Entity
F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify)
Note: If any response is not a natural person, please identify all officers, directors,
members, managers and other fiduciaries for the member, manager, trust or other entity
F Officer F Director F Member F Manager
[name]
F General Partner F Limited Partner
F Other
F Officer F Director F Member F Manager
[name]
F General Partner F Limited Partner
F Other
F Officer F Director F Member F Manager
[name]
F General Partner F Limited Partner
F Other
Item 1I - 5
I 7
-
-
-
Dell Marketing L.P.
One Dell Way, Round Rock, TX 78682.
One Dell Way, Round Rock, TX 78682. T
Partnership
Information about Dell and its executive leadership team can be found online at: http://www.dell.com/learn/us/en/uscorp1/about-dell-leadership?c=us&l=en&s=corp
4
Texas
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Page 2 of 2
(Revised 09 13 18)
7.Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date
Item 1I - 6
*** "Dell Marketing LP is owned 99% by Dell Marketing LP
LLC and 1% by Dell Marketing GP LLC.
Dell MarketingCorporation owns both of these entities 100%.
The address of both of these entities is One Dell Way, Round
Rock, TX 78682." ***
Heidell Del Rio Analyst, Sales Operations 8/24/2022
*To the best of my knowledge and belief.
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 1, 2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF COOPERATIVE PURCHASE OF COMPUTER
EQUIPMENT FROM DELL, INC.
FROM: Justin Clifton, City Manager
BY: Information Technology Department
SUMMARY:
This action will approve an agreement to authorize utilization of the WSCA/NASPO
cooperative for the purchase of computer equipment from Dell, Inc.
RECOMMENDATION:
1)Authorize an agreement for the utilization of the WSCA/NASPO cooperative under
Minnesota Master Agreement No. MNWNC-108 and the California Participating
Addendum (California Participating Addendum No. 7-15-70-34-003) for the
purchase of computer equipment from Dell, Inc., in an amount not to exceed
$2,500,000 for the five-year period between September 1, 2022 and August 31,
2027.
BUSINESS PRINCIPAL DISCLOSURE:
Dell is a publicly traded company listed in the New York Stock Exchange (NYSE) under
the symbol DELL with 274 million shares outstanding with a Board of Directors, as
outlined in the Public Integrity Disclosure included as Attachment A.
BACKGROUND:
The National Association of State Procurement Officials (NASPO), previously known as
“Western States Cooperative Association (WSCA)”, competitively awarded an agreement
for “Computer Equipment, Peripherals & Related Services” that allows participating
agencies to utilize the cooperative purchase agreement, Minnesota Master Agreement
No. MNWNC-108. The State of California has entered into a Participating Addendum,
allowing California political subdivisions and local governments to make purchases under
the WSCA/NASPO cooperative purchase agreement through California Participating
Addendum No. 7-15-70-34-003. Dell is identified as a vendor under the WSCA/NASPO
Item 1I - 1
DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A
City Council Staff Report
September 1, 2022-- Page 2
Approval of Agreement to Purchase Computer Equipment from Dell, Inc.
agreement and has been used by the City as the sole provider of desktops, servers, and
storage since at least 2007.
STAFF ANALYSIS:
Due to the complexity of the City environments, staff has standardized its procurement,
configuration, deployment, and support processes around a single supplier for computer
and other IT systems. Standardization of equipment allows efficient support of the over
one thousand systems in use within the City. This approach leads to cost savings as staff
become familiar with systems and creates opportunities to streamline deployment of
resources. Staff desires to formally standardize the usage of Dell Computers, purchased
directly from Dell, for all desktop, laptop, server, and storage systems.
The City budgets $500,000 annually for the procurement of IT resources from our IT
Internal Service Fund. These charges represent the cost for replacement of desktop,
laptop, server, and storage systems. System purchases from Dell are included in this
budget, however special project purchases from Dell will be presented to Council for
separate approval as they occur.
Staff is recommending City Council authorize an agreement for the utilization of the
WSCA/NASPO cooperative under Minnesota Master Agreement No. MNWNC-108 and
the California Participating Addendum (California Participating Addendum No. 7-15-70-
34-003) for the purchase of computer equipment from Dell, Inc., in an amount not to
exceed $2,500,000 for the five-year period between September 1, 2022 and August 31,
2027 ($500,00 per year).
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a “Project” as defined by the California
Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the
whole of an action, which has a potential for resulting in either a direct physical change in
the environment, or a reasonably foreseeable indirect physical change in the
environment. The requested action is to approve contracts for the above-mentioned
services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does
not include: (5) Organizational or administrative activities of governments that will not
result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
The requested action aligns with the City Council Priority 4D, Good Governance.
FISCAL IMPACT:
Sufficient funds are budgeted and available in the current fiscal year in Information
Technology Account 5701025-60005 and will be budgeted in future fiscal years.
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City Council Staff Report
September 1, 2022-- Page 3
Approval of Agreement to Purchase Computer Equipment from Dell, Inc.
REVIEWED BY:
Department Director: Larry Klingaman
Procurement Manager: Kim Baker
Deputy City Manager: Jeremy Hammond
City Manager: Justin Clifton
ATTACHMENTS:
A.Business Disclosure Form
B.Adoption Agreement
C. WSCA-NASPO Cooperative Purchasing Agreement
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DocuSign Envelope ID: 023DEFF7-E7A5-4005-B4D0-F453DEC65A0A