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CAG2023-620 - Original - Dell Marketing, L.P. - Purchase of Dell XPS Laptops (20) - 12/12/2023
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreem Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: c 12/08/2023 12/19/2023 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number Grant? Yes NoF71 T00020.63520.1800 Budget? Yes Type: N/A Vendor Name: Category Dell Marketing, L.P Purchase/Sale Vendor Number: Sub-Category: 36029 Original 0 +w Project Name: Dell xPs Laptops(zo) M CProject Details: One-time purchase of Dell XPS Laptops (20) at a cost of $41,864.65 under Mayor's signature authority. Procurement under cooperative agreement *, vehicle # MNWNC-108 / 05815-003. C AgreementAmount• $41,864.65 Basis for Selection of Contractor: Cooperative Purchase E Memo to Mayor must be attached i Start Date: N/A Termination Date: N/A Q Local Business? Yes Fv—(]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No CAG2023-620 Comments: 1A 3 f0 a1 1 = Dana Ralph, Mayor Vf � 3 0 w Date: 12/12/2023 a, cc Date Received:City Attorney: 12/8/23 Date Routed:Mayor's Office 12/12/23 City Clerk's Office 12/13/23 adccW22373_1_20 N,k � sit _-cuments.KentWA.gov to obtain copies of all agreements rev.20221201 D4MLTechnologies A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quote No. 3000168779581.1 Sales Rep Nicole Byrd Total $41,864.65 Phone (800)456-3355, 6178551 Customer# 5383050 Email Nicole_Byrd@Dell.com Quoted On Nov. 16, 2023 Billing To ACCOUNTS PAYABLE Expires by Dec. 16, 2023 CITY OF KENT Dell NASPO Computer 220 4TH AVE SOUTH Contract Name Equipment PA- PW ENGINEERING Washington KENT, WA 98032 Contract Code C000000O10849 Customer Agreement# MNWNC-108/05815-003 Deal ID 26687590 Message from your Sales Rep Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Nicole Byrd Shipping Group Shipping To Shipping Method IT ANNEX SERVICE DESK Standard Delivery CITY OF KENT 400 W GOWE ST KENT, WA 98032 (253)856-4627 Product Unit Price Quantity Subtotal XPS 15 9530 $1,901.21 20 $38,024.20 Pagel Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682 Subtotal: $38,024.20 Shipping: $0.00 Environmental Fee: $0.00 Non-Taxable Amount: $0.00 Taxable Amount: $38,024.20 Estimated Tax: $3,840.45 Total: $41,864.65 Maximize I your new technology on dayone Dell ProDeploy Suite Learn More rIA Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682 Shipping Group Details Shipping To Shipping Method IT ANNEX SERVICE DESK Standard Delivery CITY OF KENT 400 W GOWE ST KENT, WA 98032 (253)856-4627 Unit Price Quantity Subtotal XPS 15 9530 $1,901.21 20 $38,024.20 Estimated delivery if purchased today: Dec.06,2023 Contract#C000000010849 Customer Agreement#MNWNC-108/05815-003 Description SKU Unit Price Quantity Subtotal XPS 15(9530) 210-BGMJ - 20 13th Generation Intel(R)Core(TM)i9-13900H Processor(14-Core, 338-CKKH 20 24MB Cache,up to 5.4 GHz) Platinum Silver exterior, Black interior 320-BEKR - 20 Windows 11 Home, English, French,Spanish 619-AQKD - 20 No Microsoft Office License Included 658-BCSB - 20 - 32GB,2x16GB, DDR5,4800MHz 370-AGXC - 20 - Backlit Black English Keyboard w/Fingerprint Reader 583-BKJK - 20 - 15.6"FHD+0920 x 1200)InfinityEdge Non-Touch Anti-Glare 500-Nit 391-BHMT 20 - Display 512GB M.2 PCIe NVMe Solid State Drive 400-BPJQ - 20 - Intel(R)Killer(TM)Wi-Fi 6 1675(AX211),2x2,802.1lax, Bluetooth(R) 555-BHZC 20 - wireless card NVIDIA(R)GeForce(R)RTX(TM)4060 with 8GB GDDR6 490-BJHL - 20 - US Power Cord 470-BBDG - 20 - Energy Star Label 389-DOVG - 20 - No vPro-No Out of Band Systems Management 631-BBJQ - 20 - 6-Cell Battery,86WHr(Integrated) 451-BCPR - 20 - Shipping Material 328-BFVS - 20 - Custom Configuration 817-BBBB - 20 - Intel Core i9 EVO non-vPro Processor Label 389-FFJQ - 20 - Additional Software 658-BFRD - 20 - 130Watt Type-C Adapter 450-ALVY - 20 - Custom Service 984-3267 - 20 - Subtotal: $38,024.20 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $3,840.45 Total: $41,864.65 Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682 Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier,constitute a contract between the entity issuing this Quote("Supplier")and the entity to whom this Quote was issued("Customer").Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote.All product, pricing and other information is based on the latest information available and is subject to change.Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors.Taxes and/or freight charges listed on this Quote are only estimates.The final amounts shall be stated on the relevant invoice.Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax_Department@dell.com or ARSalesTax@emc.com,as applicable. Governing Terms:This Quote is subject to:(a)a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or,to the extent there is no such agreement,to the applicable set of Dell's Terms of Sale(available at www.dell.com/terms or www.dell.com/oemterms),or for cloud/as-a- Service offerings,the applicable cloud terms of service(identified on the Offer Specific Terms referenced below);and(b)the terms referenced herein(collectively,the"Governing Terms"). Different Governing Terms may apply to different products and services on this Quote.The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions:Customer's use of any Supplier software is subject to the license terms accompanying the software,or in the absence of accompanying terms,the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descri ptions.htm. Offer-Specific,Third Party and Program Specific Terms:Customer's use of third-party software is subject to the license terms that accompany the software.Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms("Offer Specific Terms"). In case of Resale only:Should Customer procure any products or services for resale,whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms,services terms,and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement("Financing Agreement")for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier("FS"),Customer may issue its purchase order to Supplier or to FS. If issued to FS,Supplier will fulfill and invoice FS upon confirmation that:(a)FS intends to enter into a Financing Agreement with Customer for this order;and(b)FS agrees to procure these items from Supplier.Notwithstanding the Financing Agreement,Customer's use(and Customer's resale of and the end-user's use)of these items in the order is subject to the applicable governing agreement between Customer and Supplier,except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items,or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier,Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve:(a)use of U.S.Government funds; (b)use by or resale to the U.S.Government; or(c)maintenance and support of the product(s)listed in this document within classified spaces.Customer further represents that this transaction does not require Supplier's compliance with any statute,regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California,a State Environmental Fee will be applied to Customer's invoice.Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MN 2014-2019 Computer Equipment (Desktops, Laptops, Tablets, Servers, Storage including Related Peripherals & Services) Administered by the State of Minnesota (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: MNWNC-108 Dell Marketing, L.P. Dell Master Agreement No. WN91AGY (hereinafter "Contractor") And State of Washington, Department of Enterprise Services Dell Contract Code WN34AGW (hereinafter "Participating State") Participating State Contract #OS81S-003 Page 1 of 23 This Addendum adds the State of Washington as a Participating State authorized to purchase from the NASPO ValuePoint Master Agreement number MNWNC-108 with Dell Marketing, L.P. 1. Scope: This addendum covers the NASPO Computer Equipment Contract categories identified below, led by the State of Minnesota for use by state agencies and other entities authorized by Washington State's statutes and located in the Participating State to utilize state contracts with the prior approval of the state's chief procurement official. Language contained here supersedes and is in addition to the language of the Master Pricing Agreement a. Dell Marketing, L.P. Computer Equipment: Category Awards: Scope of Service 1. Band 1: Desktop. A desktop is a personal computer intended for regular use at a single location. A desktop computer typically comes in several unites 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 and all in ones and workstations will also be included under desktops. 2. Band 2: Laptop. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point devices such as a touchpad and speakers into a single unit. A laptop can be used away from the outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebook 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. 3. 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. Page 2 of 23 4. 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 of the users of other computers on the network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. S. Band 5: Storage to include related Peripherals & Services. 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 is not included in the Product and Service Schedule for this band. 6. Examples of peripherals/accessories/options: Include but are not limited to: monitors, audiovisual equipment, instructional equipment, cabling, modems, network to support servers, 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 b. Products and Services NOT allowed or provided by this Participating Addendum: • Ruggedized Devices, Printers, Multifunction Printers, Cell Phones • Lease Agreements, Managed Print, Cloud Service c. Use of Purchase Card is allowable at time of order placement and not permitted for payment of invoices issued by Contractor. 2. Participation: Use of specific WSCA-NASPO cooperative contracts by all state agencies, political subdivisions and other entities (including cooperatives) located within the state of Washington authorized by state statutes to use state contracts are subject to the prior approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official. - Individual Customer: Each state agency and political subdivision, as a Participating Entity, that purchases products/services will be treated as if they were individual customers. Except to the extend modified by this Participating Addendum, each agency and political subdivision shall be responsible to follow the terms and conditions of the Master Agreement; and they shall have the same rights and responsibilities as the Lead State has in the Master Agreement. Each agency and political subdivision shall have the same rights to any indemnity or to recover any costs allowed in the contract for their purchases. The Contractor shall apply the charges to each Participating Entity individually. Political and non-profit entities within the State of Washington may use this contract without further process provided they have completed, filed and accepted in the Washington State's Master Contract Agreement (MCUA) process. Pale 3 or23 Use by others then those stated above is not a valid use. Use of the contract in conflict with its language is not binding on any party and does not satisfy requirements. A list of all members is available at: http://des.wa.gov/services/Contractin,Purchasing/Purchasing/Pages/MasterCont ractsUsageAgreement.aspx THIS AGREEMENT IS NOT FOR PERSONAL USE. 3. Effective Date: This PA's initial term will begin upon final executed signatures and shall be coterminous with the Lead State's (Minnesota) Master Agreement and any extensions of the Master Agreement. 4. Participating State Modifications or Additions to Master Agreement: Contractor and Department of Enterprise Services (DES) agree to the following modifications and additions to the Master Agreement for Computer Equipment and apply only to actions and relationships within the Participating Entity. Department of Enterprise Services (DES) State Master Contract Standard Terms and Conditions. The following standard terms and conditions are added to the Participating Addendum for the State of Washington. This section consists of general provisions and terms for contracts issued by the Washington State Department of Enterprise Services (DES), acting under the authority of RCW 39.26 which regulates the manner in which state agencies may acquire services. 4.1 Contract Modifications or Additional Terms and Conditions to the Master Agreement: DES reserves the right to modify the resulting contract (including but not limited to adding or deleting products, services, or delivery locations) by mutual agreement between DES and the contractor, as long as such modification is substantially within the scope of the original contract. Such modification(s) shall be memorialized in a signed, written document, (Amendment) describing the agreed upon change, including any terms and conditions required to support such change. Changes to point of contact information may be updated without the issuance of a mutually agreed contract amendment. 4.2 Restrictions: In accordance with the Master Pricing Agreement the Participating Addendum identifies the following restrictions of product; 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 initial purchase of equipment. Paige 4 of 23 b. Services 1. Services must be related to the procurement of equipment. 2. Service shall be unlimited. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. S. Managed Print Services are not allowed. c. Third Party Products. 1. Contract Vendors shall only offer Third Party Products in the bands they have been awarded. 2. Contract vendors cannot offer products manufactured by another Contract Vendor holding a Minnesota NASPO Value Point Master Agreement unless approved by the Lead state. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment shall not be allowed. 3. Cellular Phone Equipment shall not be allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 4.3 Contract Administration • State Contract Administrator DES will appoint a single point of contact that shall be the Contract Administrator for this contract and shall provide contract oversight. The Contract Administrator shall be the principal contact for the contractor for business activities under this contract. DES shall notify the contractor in writing, when there is a new Contract Administrator assigned to this contract. • Administration of Term Contract DES may maintain contract information and pricing and make it available on DES's website. The contract prices are the maximum price contractor can charge. The contractor may offer volume discounts to purchasers. 4.4 Contractor Supervision and Coordination Contractor shall: a. Competently and efficiently supervise and coordinate the implementation and completion of all contract requirements specified herein. b. Identify the contractor's Authorized Representative, who will be the principal point of contact for DES concerning contractor's performance under this contract. c. Immediately notify the Contract Administrator in writing of any change of designated Authorized Representative assigned to this contract. Page 5 o I'23 d. Be responsive to all written communications given to or received from the contractor's Authorized Representative that results in an amendment to the contract. Violation of any provision of this section may be considered a material breach of contract and may be grounds for contract termination. 4.5 Term Contract Management Upon award of a term contract, the contractor shall: a. Promote and market the use of this contract to all authorized contract purchasers. b. Use reasonable efforts to ensure that those who endeavor to utilize this contract are authorized purchasers under this contract. c. At no additional charge, assist purchasers in making the most cost effective, value based purchases which may include, but is not limited to: - Having representatives available to provide information regarding products and services, including visiting the purchaser site if needed, and providing purchaser with materials/supplies/equipment recommendations. - Providing purchasers with a detail list of contract items including current contract pricing and part numbers. The contractor will be responsible for addressing purchaser issues including but not limited to: - Logging requests for service, ensuring repairs are completed in a timely manner, dispatching service technicians and processing warranty claim documentation. - Providing purchasers with regular and timely status updates in the event of a delay in repair or order fulfillment. - Acting as the lead and liaison between the manufacturer and purchaser in resolving warranty claims for contract items purchased. 4.6 Changes Alterations to any of the terms, conditions, or requirements of this contract shall only be effective upon written issuance of a mutually agreed contract amendment by DES. Changes to point of contact information may be updated without the issuance of mutually agreed contract amendment. 4.7 Statewide Payee Desk Contractors must register with the Statewide Payee Desk, maintained by DES, to be paid for contract sales. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Payment from the State. Page 6 of 23 4.8 Management Fee Contractor will pay a management fee of 2 percent to DES on all state contract sales/purchase prices for work/purchase orders. The purchase price is defined as total invoice price less sales tax. The management fee must be rolled into the contractor's current pricing; the fee must not be shown as a separate line item on an invoice unless specifically requested and approved by DES. The Contractor shall submit a check after receiving an invoice, in addition to a report of purchases made under this Participating Addendum to the State, for the calculated management fee for an amount equal to 2% (two percent) of the total net sales (gross sales minus returns, credits, and deductions) for the quarterly period. Contractor's WSCA pricing will be adjusted by this fee and not invoiced or charged to the Purchasing Entity. How to determine the fee: Total sales (not including sales tax) x .0200 = management fee. Upon amendment to the contract, DES may increase, reduce or eliminate the management fee, and reserves the right to negotiate contract pricing with the contractor when adjustment of the management fee might justify an increase in pricing. For purposes of the management fee, the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. Taxability (if applicable): In 2013, the Washington Department of Revenue ruled that if the underlying transaction requires sales tax, the DES management fee portion of the transaction is also subject to a sales tax. The state reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced and all management fees have been paid. Failure to accurately report total net sales, to submit a timely sales report, or remit timely payment of the management fee may be cause for contract termination, the charging of interest or penalties, or the exercise of other remedies provided by law. The management fee does not include or supersede fees owed to other entities such as the NASPO ValuePoint or government entities other than the state of Washington. DES will invoice the contractor every quarter based on sales reported bi/ contractor. Contractors are not to remit payment until they receive an invoice from DES. Management fee payment must reference the contract number, work request number (if applicable), the year and quarter for which the management fee is being remitted, and the contractor's name as it is known to DES, if not already Page 7 or23 included on the face of the check. Remit management fee to: Washington State Department of Enterprise Services Finance Office PO Box 41460 Olympia, WA 98504-1460 NOTE: DO NOT send payment to the DES Contract Administrator and do not pay prior to receiving the invoice. 4.9 Contract Sales/Usage Report The management fee will be based on total contract sales, which must be reported quarterly by the contractor in the Contract Sales Reporting System htti)s://fortress.wa.gov/ga/apps/CSR/login.aspx DES will provide a login password and a vendor number. Each sales report must identify every authorized purchaser by name as it is known to DES and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by DES, and use of this option without prior approval by DES may be cause for contract termination. USAGE REPORT DUE DATE: Reports must be submitted electronically within 30 days after the end of the reporting period: For sales invoiced during Due date Q1 (Jan / Feb / March) April 30 Q2 (April / May/June) July 31 Q3 (July /Aug / Sept.) Oct. 31 Q4 (Oct / Nov/ Dec.) Jan. 31 Failure to provide reports in accordance with the schedule above may be cause for contract termination. The report may be corrected or modified by DES with subsequent written notice to the contractor. Upon request, contractor shall provide contact information for all purchasers during the term of this contract. Refer sales reporting questions to the Contract Administrator. Page 8 of 23 4.10 Other Required Term Contract Reports DES may require the contractor to provide a detailed annual contract sales history report. This report, if requested, will include at a minimum, but is not limited to: product description, part number or other product identifier, per unit quantities sold, and contract price. This report must be provided to DES in an electronic format that can be read by MS Excel. Unless the solicitation specifies otherwise, all other required reports will be designed and approved by the parties by mutual agreement. 4.11 Common Vendor Registration and Bid Notification System Contractor shall be registered in the state's common vendor registration and bid notification system, RCW 39.29.006, known as Washington's Electronic Business Solutions (WEBS) at htti)://des.wa.gov/services/ContractingPurchasing/Business/Pages/WEBSRegistrati on.aspx Contractors already registered need not re- register. It is the sole responsibility of contractors to properly register and maintain an accurate vendor profile. 4.12 Payment a. Advance payment prohibited: No advance payment shall be made for the products and services furnished by contractor under this contract. Notwithstanding the above, maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. b. Payment: Payment is the sole responsibility of, and will be made by, the purchaser. Under Chapter 39.76 RCW , if purchaser fails to make timely payment(s), contractor may invoice for 1 percent per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. Payment for completion of an order is net 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. Payment(s) made in accordance with contract terms shall fully compensate the contractor for all risk, loss, damages or expense of whatever nature and acceptance of payment shall constitute a waiver of all claims submitted by contractor. Payment for materials, supplies and/or equipment received and for services rendered shall be made by purchaser and be redeemable in U.S. dollars. Unless otherwise specified, the purchaser's sole responsibility shall be to issue this payment. Any bank or transaction fees or similar costs associated Page 9 oi'23 with the use of purchasing/credit cards shall be fully assumed by the contractor. Note: when the state has been overcharged or otherwise reimbursed, the purchaser may elect to have either direct payments or written credit memos issued. If the contractor fails to make timely payment(s) or issuance of credit memos, the purchaser may impose a 1% per month on the amount overdue 30 days after notice to the contractor. c. Invoicing and discounts Contractor must provide a properly completed invoice to purchaser. All invoices are to be delivered to the address indicated in the purchase order. Each invoice must be identified by the associated contract number; the contractor's statewide vendor registration number assigned by the Washington State Office of Financial Management (OFM), the applicable purchaser's order number, and must be in U.S. dollars. Invoices must be prominently annotated by the contractor with all applicable prompt payment and/or volume discount(s) and shipping charges unless otherwise specified in the solicitation. Invoices for payment will accurately reflect all discounts due the purchaser. Invoices will not be processed for payment, nor will the period of prompt payment discount commence, until receipt of a properly completed invoice denominated in U.S. dollars and until all invoiced items are received and satisfactory performance of contractor has been accepted by the purchaser. If an adjustment in payment is necessary due to damage or dispute, any prompt payment discount period shall commence on the date final approval for payment is authorized. 4.13 Taxes, fees and licenses a. Taxes Where required by statute or regulation, the contractor shall pay for and maintain in current status all taxes that are necessary for contract performance. Unless otherwise indicated, the purchaser agrees to pay State of Washington taxes on all applicable materials, supplies, services and/or equipment purchased. No charge by the contractor shall be made for federal excise taxes when the purchaser agrees to furnish contractor with an exemption certificate where appropriate. b. Collection of retail sales and use taxes In general, contractors engaged in retail sales activities within the State of Washington are required to collect and remit sales tax to Department of Revenue (DOR). In general, out-of-state contractors must collect and remit "use tax" to Department of Revenue if the activity carried on by the seller in the State of Washington is significantly associated with contractor's ability to establish or maintain a market for its products in Washington. Examples Page 10 of 23 of such activity include where the contractor either directly or by an agent or other representative: Maintains an in-state office, distribution house, sales house, warehouse, service enterprise, or any other in-state place of business; Maintains an in-state inventory or stock of goods for sale; Regularly solicits orders from purchasers located within the State of Washington via sales representatives entering the State of Washington; Sends other staff into the State of Washington (e.g. product safety engineers, etc.) to interact with purchasers in an attempt to establish or maintain market(s); or - Other factors identified in WAC 458-20. c. Department of Revenue registration for out-of-state contractors Out-of-state contractors meeting any of the above criteria must register and establish an account with the Department of Revenue. Refer to WAC 458-20- 193, and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state contractors are not required to collect and remit "use tax," purchasers located in the State of Washington are responsible for paying this tax, if applicable, directly to the Department of Revenue. d. Taxes on invoice Contractor shall calculate and enter the appropriate state and local sales tax on all invoices. Tax is to be computed on new items after deduction of any trade-in in accordance with WAC 458-20-247. e. Overpayments to contractor Contractor shall refund to purchaser the full amount of any erroneous payment or overpayment under this contract within 30 days' written notice. If contractor fails to make timely refund, purchaser may charge contractor 1 percent per month on the amount due, until paid in full. f. Proprietary or confidential information To the extent consistent with Chanter 42.56 RCW, the Public Disclosure Act, DES shall maintain the confidentiality of contractor's information marked confidential or proprietary. If a request is made to view contractor's proprietary information, DES will notify contractor of the request and of the date that the records will be released to the requester unless contractor obtains a court order enjoining that disclosure. If contractor fails to obtain the court order enjoining disclosure, DES will release the requested information on the date specified. The state's sole responsibility shall be limited to maintaining the above data in a secure area and to notify contractor of any request(s) for disclosure for Page I I of 23 so long as DES retains contractor's information in DES records. Failure to so label such materials or failure to timely respond after notice of request for public disclosure has been given shall be deemed a waiver by contractor of any claim that such materials are exempt from disclosure. 4.14 Insurance The following are general insurance provisions for the State of Washington. Additional requirements specific to a good/service may be detailed elsewhere in a solicitation or its appendices. a. General requirements Contractor shall, at its own expense, obtain and keep in force insurance as follows until completion of the contract. Upon request, contractor shall furnish evidence in the form of a certificate of insurance satisfactory to the State of Washington that insurance, in the following kinds and minimum amounts, has been secured. Failure to provide proof of insurance, as required, will result in contract cancellation. Contractor's Subcontractor(s) must comply fully with all insurance requirements stated herein. Failure of subcontractor(s) to comply with insurance requirements does not limit contractor's liability or responsibility. All insurance provided in compliance with this contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the state to the extent such claims are otherwise covered by required policies and Contractor has assumed liability under this Agreement. b. Specific requirements Employer's Liability (Stop Gap): The contractor will at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable and will maintain Employers Liability insurance with a limit of no less than $1,000,000.00. The State of Washington will not be held responsible in any way for claims filed by the contractor or their employees for services performed under the terms of this contract. Commercial General Liability Insurance: The contractor shall at all times during the term of this contract, carry and maintain commercial general liability insurance and if necessary, commercial umbrella insurance for bodily injury and property damage arising out of services provided under this contract. This insurance shall cover such claims as may be caused by acts, omissions, or negligence of the contractor or its officers, agents, representatives, assigns, or servants. The insurance shall also cover bodily injury, including disease, illness and death, and property damage arising out of the contractor's premises/operations, independent contractors, products/completed operations, personal injury and advertising injury, and contractual liability Page 12 of 23 (including the tort liability of another assumed in a business contract), and contain separation of insured's (cross liability) conditions. Contractor waives all rights against the State of Washington for the recovery of damages to the extent they are covered by general liability or umbrella insurance. The limits of liability insurance shall not be less than as follows: General aggregate limits (other than products-completed $2 operations) million Products-completed operations aggregate $2 million Personal and advertising injury aggregate $1 million Each occurrence (applies to all of the above) $1 million Fire damage limit (per occurrence) $50,000 Medical expense limit (any one person) $5,000 c. Business Auto Policy (BAP) In the event that services delivered pursuant to this contract involve the use of vehicles, or the transportation of clients, automobile liability insurance shall be required. The coverage provided shall protect against claims for bodily injury, including illness, disease, and death; and property damage caused by an occurrence arising out of or in consequence of the performance of this service by the contractor. Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a combined single limit not less than $1,000,000 per occurrence. The business auto liability shall include Hired and Non-Owned coverage. Contractor waives all rights against the State of Washington for the recovery of damages to the extent they are covered by business auto liability or commercial umbrella liability insurance. d. Additional insurance provisions All above insurance policies shall include, but not be limited to, the following provisions: o Additional insured: Page 13 of 23 State of Washington and all authorized purchasers shall be named as an additional insured on all general liability, umbrella, excess policies. All policies shall be primary over any other valid and collectable insurance. o Notice of policy cancellation/Non-renewal: Insurers are subject to Chapter 48.18 RCW (admitted and regulated by the Washington State Insurance Commissioner). In the event of policy cancellation or non-renewal, Dell will provide written notice to the director of purchasing or designee 45 calendar days prior to cancellation or any material change to the policy as it relates to this contract. Written notice shall include the affected contract reference number. o Cancellation for non-payment of premium: If cancellation on any policy is due to non-payment of premium, Dell will provide written notice to the director of purchasing or designee 10 calendar days prior to cancellation. Written notice shall include the affected contract reference number. o Identification: Certificates of insurance shall include the affected contract reference number. e. Insurance carrier rating The insurance required above shall be issued by an insurance company authorized to do business within the State of Washington. Insurance is to be placed with a carrier that has a rating of A- Class VII or better in the most recently published edition of Best's Reports. Any exception must be reviewed and approved by the Risk Manager for the State of Washington, by submitting a copy of the contract and evidence of insurance before contract commencement. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and Chanter 284-15 WAC. f. Excess coverage The limits of all insurance required to be provided by the contractor shall be no less than the minimum amounts specified. However, coverage in the amounts of these minimum limits shall not be construed to relieve the contractor from liability in excess of such limits. g. Limit adjustments The state reserves the right to increase or decrease limits as appropriate. 4.15 Antitrust: Addressed in Master Agreement B. WSCA-NASPO TERMS AND CONDITIONS#4 4.16 Disputes and remedies a. Problem resolution and disputes Page 14 ol'23 Participating State and Contractor will attempt to resolve any Dispute through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as Confidential Information. Notwithstanding the foregoing, either party will have the right to seek from a state or federal court a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within thirty (30) days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity. b. Dispute Resolution Procedures: Addressed in Master Agreement B. WSCA- NASPO TERMS AND CONDITIONS #9 c. Administrative suspension When it in the best interest of the state, DES may at any time, and without cause, suspend the contract or any portion thereof for a period of not more than 30 calendar days per event by written notice from DES to the contractor's Representative. Contractor shall resume performance on the next business day following the 30th day of suspension unless an earlier resumption date is specified in the notice of suspension. If no resumption date was specified in the notice of suspension, the contractor can be demanded and required to resume performance within the 30-day suspension period by DES providing the contractor's Representative with written notice of such demand. d. Force majeure: Addressed in Master Agreement B. WSCA-NASPO TERMS AND CONDITIONS #11 e. Non-exclusive remedies The remedies provided for in this contract shall not be exclusive but are in addition to all other remedies available under law. 4.17 Liquidated damages a. Liquidated damages - General Dell agrees that any liquidated damages specified in Section 9 of the Master Agreement shall apply to this Addendum. Page 15 of 23 b. Limitation of liability: Addressed in Master Agreement B. WSCA-NASPO TERMS AND CONDITIONS #33 4.18 Debarment and suspension Respondent certifies, by submitting this bid or proposal, that neither it nor its affiliates presently are debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this procurement/contract by any government agency. Respondent also agrees to notify DES if its debarment status changes during the bid process or after receiving notice of contract award, if any. If respondent cannot certify this statement, attach a written explanation to the bid response for review. 4.19 Contract termination a. Material breach A contractor may be terminated for cause by DES upon written notice, at the sole discretion of DES, for failing to perform a contractual requirement or for a material breach of any term or condition. Material breach of a term or condition of the contract may include but is not limited to: • Contractor failure to perform services or deliver materials, supplies, or equipment by the date required or by an alternate date as mutually agreed to; • Contractor failure to carry out any warranty or fails to perform or comply with any mandatory provision of the contract; • Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder; • Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors that endangers the contractor's proper performance hereunder; • Appointment of any receiver, trustee, or similar official for contractor or any of the contractor's property and such appointment endangers the contractor's proper performance hereunder; • A determination that the contractor is in violation of federal, state, or local laws or regulations and that such determination renders the contractor unable to perform any aspect of the contract. b. Opportunity to cure In the event that contractor fails to perform a contractual requirement or materially breaches any term or condition, DES shall issue a written cure notice. The contractor may have up to 30 days' time in which to cure. DES is not required to allow the contractor to cure defects if the opportunity for cure is not feasible as determined solely within the discretion of DES. Time required allowed for cure shall not diminish or eliminate contractor's liability Page 16 of 23 for liquidated or other damages, or otherwise affects any other remedies available against contractor under the contract or by law. If the breach remains after contractor has been provided the opportunity to cure, DES may do any one or more of the following: Exercise any remedy provided by law; Terminate this contract and any related contracts or portions thereof; Procure replacements and impose damages as set forth elsewhere in this contract; Impose actual or liquidated damages; Suspend or bar contractor from receiving future solicitations or other opportunities; Require contractor to reimburse the state for any loss or additional expense incurred as a result of default or failure to satisfactorily perform the terms of the contract. c. Termination for cause In the event DES, in its sole discretion, determines that the contractor has failed to comply with the conditions of this contract in a timely manner or is in material breach, DES has the right to suspend or terminate this contract, in part or in whole. DES shall notify the contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days or as otherwise specified by DES, or if such corrective action is deemed by DES to be insufficient, the contract may be terminated. DES reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the contractor from incurring additional obligations of funds during investigation of the alleged breach and pending corrective action by the contractor or a decision by DES to terminate the contract. - In the event of termination, DES shall have the right to procure for all purchasers any replacement materials, supplies, services and/or equipment that are the subject of this contract on the open market. In addition, the contractor shall be liable for damages as authorized by law including, but not limited to, any price difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. - If it is determined that: (1) the contractor was not in material breach; or (2) failure to perform was outside of contractor's or its subcontractor's control, fault or negligence, the termination shall be deemed to be a "termination for convenience." The rights and remedies of DES and/or Page 17 or23 the purchaser provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. c. Termination for convenience Except as otherwise provided in this contract, either party may terminate this contract, in whole or in part by giving 30 calendar days or other appropriate time period written notice beginning on the second day after mailing to the contractor. If this contract is so terminated, purchasers shall be liable only for payment required under this contract for properly authorized services rendered, or materials, supplies and/or equipment delivered to and accepted by the purchaser prior to the effective date of contract termination. Neither DES nor the purchaser shall have any other obligation whatsoever to the contractor for such termination. This Termination for Convenience clause may be invoked by DES when it is in the best interest of the State of Washington. d. Termination for withdrawal of authority In the event that DES and/or purchaser's authority to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this contract and prior to normal completion, DES may terminate this contract, in whole or in part, by seven calendar day's written notice, or other appropriate time period, to contractor. e. Termination for non-allocation of funds If funds are not allocated to purchaser(s) to continue this contract in any future period, DES may terminate this contract with seven calendar days written notice, or other appropriate time period, to contractor, or work with contractor to arrive at a mutually acceptable resolution of the situation. Purchaser will not be obligated to pay any further charges for materials, supplies, services and/or equipment including the net remainder of agreed- to consecutive periodic payments remaining unpaid beyond the end of the then-current period. DES and/or purchaser agree to notify contractor in writing of such non-allocation at the earliest possible time. No penalty shall accrue to the purchaser in the event this section shall be exercised. This section shall not be construed to permit DES to terminate this contract in order to acquire similar materials, supplies, services and/or equipment from a third party. f. Termination for conflict of interest DES may terminate this contract by written notice to contractor if it is determined, after due notice and examination, that any party to this contract has violated Chapter 42.52 RCW , Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this contract is so terminated, DES and/or purchaser Page 18 of 23 shall be entitled to pursue the same remedies against contractor as it could pursue in the event that the contractor breaches this contract. g. Termination by mutual agreement DES and the contractor may terminate this contract in whole or in part, at any time, by mutual agreement. h. Termination procedure In addition to the procedures set forth below, if DES terminates this contract, contractor shall follow any procedures DES specifies in the termination notice. Upon termination of this contract and in addition to any other rights provided in this contract, DES may require the contractor to deliver to the purchaser any property specifically produced or acquired for the performance of such part of this contract as has been terminated if the property has been paid in full by the purchaser. The purchaser shall pay to the contractor the agreed upon price, if separately stated, for completed work and service(s) Accepted by the purchaser, and the amount agreed upon by the contractor and the purchaser for (i) completed materials, supplies, services rendered and/or equipment for which no separate price is stated, (ii) partially completed materials, supplies, services rendered and/or equipment, (iii) other materials, supplies, services rendered and/or equipment which are Accepted by the purchaser, and (iv) the protection and preservation of property, unless the termination is for cause, in which case DES and the purchaser shall determine the extent of the liability of the purchaser. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. The purchaser may withhold from any amounts due the contractor such sum as DES and purchaser determine to be necessary to protect the purchaser against potential loss or liability. The rights and remedies of DES and/or the purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a termination notice, and except as otherwise expressly directed in writing by DES, the contractor shall: • Stop all work, order fulfillment, shipments, and deliveries under the contract on the date, and to the extent specified, in the notice; Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation to the contract except as is necessary to complete or fulfill such portion of the contract that is not terminated; • Complete or fulfill such portion of the contract that is not terminated in compliance with all contractual requirements; Page 19 of 23 • Assign to the purchaser, in the manner, at the times, and to the extent directed by DES on behalf of the purchaser, all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, in which case the purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. • Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DES and/or the purchaser to the extent DES and/or the purchaser may require, which approval or ratification shall be final for all the purposes of this clause; • Transfer title to the purchaser and deliver in the manner, at the times, and to the extent directed by DES on behalf of the purchaser any hardware which, if the contract had been completed, would have been required to be furnished to the purchaser, if the hardware is paid in full. • Take such action as may be necessary, or as DES and/or the purchaser may direct, for the protection and preservation of the property related to this contract which is in the possession of the contractor and in which DES and/or the purchaser has or may acquire an interest. 5. Primary Contacts: The primary contact individual (or their named successor) for this Participating Addendum is as follows: Lead State Name Susan Kahle, Acquisition Management Specialist Address Department of Administration, Material Management Division 50 Sherburne Avenue, 112 Administration Building, St. Paul MN 55155 Telephone 651.201.2434 E-mail Susan.kahle@state.mn.us Contractor Participating Addendum Contact Name Amanda Hudson Address One Dell Way, Mail Stop RR 1-33, Round Rock, Texas 78682 Telephone 301-345-1081 E-mail Amanda_Hudson@Dell.com Pagc 20 ol'23 Contractor Master Agreement Contact Name Diane Wi in ton Address One Dell Way Mailsto RR1-33 Legal, Round Rock TX 78682 Telephone 512-728-4805 Email Diane.wigington@del1.com Participating En tit Name Momi Friedlander Contract Specialist Department of Enterprise Services Address 1500 Jefferson Street SE, Olympia, WA 98501 Telephone 360-407-8505 Email Momi.friedlander@des.wa.gov 6. Minority and Women's Business Enterprises (MWBE) In accordance with the legislative findings and policies set forth in RCW 39.19, the State of Washington encourages participation in all of its contracts by minority and woman-owned businesses firms certified by the Office of Minority and Women's Business Enterprises (OMWBE). While the state does not give preferential treatment, it does seek equitable representation from the minority and women's business community. In addition, the state welcomes participation by self-identified minority and woman owned firms and strongly encourages such firms to become certified by OMWBE. Dell Marketing, L.P. shall consider and encourage minority and women owned firms in their pool of subcontractors. However, unless required by federal statutes, regulations, grants, or contract terms no preference will be included in the evaluation of bids Any affirmative action requirements set forth in federal regulations or statutes included or referenced in the original solicitation shall apply. Contact OMWBE for information on other certified firms for potential sub-contracting arrangements. DES encourages participation by non-MWBE firms as well as MWBE firms. Prior to performance, an awarded bidder that is a MWBE or intends to use MWBE subcontractors is encouraged to identify the participating firm(s) to DES. 6.1. Public records and exempt information All documents submitted by said Contractor to DES during the performance of this agreement shall become public records. They are subject to disclosure unless specifically exempt under Revised Code of Washington (RCW) 42.56 (The Public Records Act). Confidential documents: DES strongly discourages submittal of any confidential material. DES considers confidential material to be any portion of your submittal clearly marked all or in part "Confidential," "Proprietary" or "Trade Secret" (or the equivalent). • DES reserves the right to return, reject or disqualify any submittal that includes confidential material. Page 21 of 23 Public records requests: If a public records request seeks to view or obtain a copy of your RFP submittal, and if your submittal includes content clearly marked "Confidential," "Proprietary" or "Trade Secret" (or the equivalent), DES will: • Notify you of the date DES will disclose the requested records; • Give you an opportunity to seek a court order that stops DES from disclosing the records. DES shall not: • Evaluate or defend your claim of confidentiality. It is your responsibility to support your claim and take appropriate legal action to do so; • Withhold or redact your documents without a court order. Questions about the confidentiality of your submittal can be directed to the Procurement Coordinator or the DES Public Records Officer at (360) 407-8768 or publicrecords@des.wa.gov. 6.2 Legal notices Any notice or demand or other communication required or permitted to be given under the contract or applicable law (except notice of malfunctioning Equipment) will be effective only if it is.in writing and signed by the applicable party, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid, certified mail, return receipt requested, via facsimile or by electronic mail, to the parties at the addresses and fax numbers, e-mail addresses provided in the Authorized Offer and Contract Signature Page below. For purposes of complying with any provision in the contract or applicable law that requires a "writing," such communication, when digitally signed with a Washington State Licensed Certificate, shall be considered to be "in writing" or "written" to an extent no less than if it were in paper form. Notices will be effective upon receipt or four business days after mailing, whichever is earlier. The notice address as provided herein may be changed by written notice given as provided above. In the event that a subpoena or other legal process commenced by a third party in any way concerning the Equipment or Services provided pursuant to the contract is served upon contractor or DES, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. The contractor and DES further agree to cooperate with the other party in any lawful effort by the other party to contest the legal validity of such subpoena or other legal process commenced by a third party. 6.3. Liens, claims and encumbrances Title to Hardware passes from Dell to Purchaser upon delivery. 7. Partner Utilization: All Contractors authorized Resellers and Agents in the State of Washington, as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the Page 22 ol'23 WSCA-NASPO Master Price Agreement. Contractor shall make all determinations about which entities in the State of Washington that the Contractor authorized Reseller and Agents may support. The Contractor authorized Resellers and Agents participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. a. Contractor authorized Resellers 1. Contractor authorized Resellers shall provide quotes, accept purchase orders, and accept payment from entities ordering under this Participating Addendum. b. Contractor authorized Agents 1. Contractor authorized Agents are authorized to provide quotes, sales assistance, configuration guidance and ordering support for hardware, software and services available this Participating Addendum. 2. Contractor authorized Agents ARE NOT authorized to accept orders, purchase orders or payment from entities ordering under this Participating Addendum. Contractor may not subcontract or delegate the performance of its obligations under this Agreement in whole or in part, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, without the prior written consent of Participating State (other than subcontractors retained by Contractor from time to time in the ordinary course of business to perform CFI, warranty, break/fix, administrative and back office services who will not have access to Buyer's confiidential data other than billing and contact information)and provided that Contractor shall remain responsible for the performance of its obligations under this Agreement. 8. Orders: Any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Participating Addendum shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the Order agree in writing that another contract or agreement applies to such Order. All purchase orders issued by ordering entities with the jurisdiction of this Participating Addendum must include the Participating Addendum number 5815-003 DELL Contract Code WN34AGW and the Master Agreement number MNWNC-108 on the order. Purchase orders must be submitted with a valid quote and written acceptance from agency prior to contract performance. Page 23 of 23 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: Contractor: Dell Marketing, L.P. By: By: Name: Name: Lorri Bailey Title: Title: Public Contracts Manager Date: Date: 09/30/2015 Partici tingt1#4 ate: Participating State: 1 � T B i natur ) By(Signature) N e: Name: L4 Ti e• Title: Date: �` Date: * STATE OF MINNESOTA Materials Management Division s �50 � 112 Administration Building 50 Sherburne Avenue "••� '`' ' ' Nor St. Paul, MN 55155 :DEPARTMENT OFADMINISTRAT)ON VOICC' 651.296.26110 Fax: 651.297.3996 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: MNWNC-108 One Dell Way $" Mailstop 87tY RP-1-33 � Round Rock, TX 78682 ;�,Z0�®/sCONTRACT PERIOD: April1, 2015, or upon final Contract Vendor Administrator: Diane executed signatures, Wigington whichever is later Email: Diane Wig ington()dell.com THROUGH March 31, 2017 Phone: (512)728-4805 EXTENSION OPTION: 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; and 4. the 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. DELL MARKETING L. P. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION The Contractor certifies that the appropriate person(s)have In accordance with Minn.Stat. 16C 3,subd.3. executed this Agreement on behalf of the Contractor as required by a le articl bylaws reso tions,or ord'nances. Ste hanle G. Miller Title: Master reement Administrator n ame Tine: Contract Manager PseX111)r Kmmex Date: Date: Ito r 2 L915 i By: 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Cana n� Or delegated representative. n a By:Date: Title: rl Ina signed Date: MAR 0 3 2015 By Lucas J. Jannett 1 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. COMPUTER EQUIPMENT ..�� livneso)ta 2014-2019 DEPARTMENT OF AUMMI:STRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLEOF CONTENTS...................... ...............................................................................................................................2 SUMMARY..........................................................................................................................................................................3 EXHIBIT A-TERMS&CONDITIONS................................... ...5 EXHIBIT B-PRICING............................. . EXHIBITB- PRICING SCHEDULE..................................................................................................................................26 EXHIBIT C- PRODUCT AND SERVICE SCHEDULE (PSS).................................................................................. .....27 EXHIBITD-WEBSITE........ ................................................................. .................:.........................................................28 EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF)................................................................................................29 EXHIBITF-REPORTING.................................................................................................................................................31 EXHIBITG -DEFINITIONS...............................................................................................................................................32 I i i 2 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. COMPUTER EQUIPMENT mrOQIU 2014-2019 DEPARTMENT OF ADMMISTRAT)ON MINNESOTA WSCA-�NASPO MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly i posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award, 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 3: Tablet Band 5: Storage Band 2: Laptop Band 4: Server The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation 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, Product and 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. i 3 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.R i i i i 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 procured after the initial purchase of equipment. b. Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. 5. Managed Print Services are not allowed. j 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(WAN)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. S. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating-State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. 4 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i COMPU2014-20 TER 91PMENT DEPARTMENT OF ADM1NISTRAT)ON I MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A - TERMS & CONDITIONS MASTER AGREEMENT TERMS 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 nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms:&Conditions form apart of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); 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 priorityto 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 all parties who have received the RFP. Each responder must follow the directions on the addendum.Addenda will be numbered consecutively 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 discretion 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 designee 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 responder shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES.A response may be rejected if it is conditional or incomplete. Responses that contain conflicting,false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR.The Master Agreement Administrator designated by.WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: i Susan Kahle Acquisition Management Specialist Fax 651.297.3996 Department of Administration E-mail: susan.kahleostate.mn.us Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 i 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 Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made-public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract.that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stot. § 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, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting:a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to,the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time.Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working 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.adrnin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD)Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE,AND RETURN. Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT.A written Master Agreement(including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference)and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 6 CONTRACT NO. MNWiJC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions 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 of the 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 MAYBE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competitive advantage over other vendors; or; b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice 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 signed 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 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 Ill 7 CONTRACT No. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I 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 one-tenth of one percent(0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). 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 within 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 Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement(includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary.Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor, The solicitation language prevails unless a..rnutually agreed exception i has been negotiated. 3. AMENDMENTS.The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to:a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which.may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws(15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract 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. S. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered.and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. 7. CONFIDENTIALITY NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED. 7.1 Confidentiality.The parties acknowledges that they and their employees or agents may, in the course of providing the Product and Services under this Master Agreement, be exposed to or acquire information that is confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed 8 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. confidential obtained in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records,(c) information concerning individuals, (d) software, (e) product. plans, (f)marketing and sales information, (g) customer lists,and (h) "know-how,"or trade secrets, is confidential information ("Confidential Information"). Any reports or other documents or items(including software)that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that(a) is or becomes (other than.by disclosure by disclosing party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in recipient party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or; (f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had no access to the Confidential Information 7.2 Non-Disclosure. The parties shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, j 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 and agents of their obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in identifying and preventing any unauthorized use or disclosure of any 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 against any such person. Except as directed in writing , the parties will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents, papers, and other matter in the recipient party's possession that embody 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 Irniunctive 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 by WSCA-NASPO. In any order against this Master Agreement 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 of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty(30)calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the j nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole 9 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i 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 of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable 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 j 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against:the Master Agreements shall be governed:by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim,dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17. 14. INDEMNIFICATION—INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17. 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16. 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 modified 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. 10 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i i i 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 Employers 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 that the 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 21330 FOR REVISED -TERM ADDRESSING TITLE OF PRODUCT. i 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 within the United States District Court of the Participating Entity's State, 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments,. shipping labels(if possible), packing slips, invoices, and on all correspondence. I 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 subdivisions(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 be permissive. j i i 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 11 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I I I on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card"with no additional charge, 25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders:placed against the Master Agreement shall be governed by the laws of the Participating.State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government(including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe 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. i 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.or,q/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 specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifierinumber(s); Purchase Order Type (e.g., sales order, credit, 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 in 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, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO 12 CONTRACT No. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 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 within thirty(30)calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31"day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. B.Acceptance Testing.The Purchasing Entity(the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor 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 I 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, j 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 Master.Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire"as defined in the U.S. Copyright Act. c. Notwithstanding the above,:the Purchasing Entity will not own,any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not 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 13 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT ]JELL MARKETING L.P. 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 designed and manufactured in a commercially reasonable manner,and (d)the Product is free of defects. 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 numbers 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 Purchasing 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:Ets 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. I A. .CONTRACT VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT OBLIGATIONS OR CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE 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. B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCED FROM THIS MASTER AGREEMENT(INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLLARS ($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 APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 34. SERVICE AGREEMENTS. NEGOTIATED.Contract Vendor may provide Services, Software or Deliverables to you in accordance with one or more"Service Agreements." "Service Agreements"are service contracts, 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, independent of any other Service Agreement, so that all of the provisions are given as full effect as possible. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of 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, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the 14 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i I I 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 media packaging or presented to Purchasing Entity during the installation:or use of the Software. Purchasing Entity agrees that it will 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 of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated 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 toss, as well as shipping and handling fees.Additional fees, including up to a 15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss, damage, or modification of a Product,.or processing of a Product for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with the original j purchase. This restocking.fee shall not apply in the case of Contract Vendor error. I 15 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I I I 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. i 2. ACCESSIBILITY STANDARDS. 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. df 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 to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.goy/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 bylaw. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. 6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases.All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 7. . AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal,the prospective lower tier participant[responder] is providing the certification set out below. 'i 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at anytime the prospective lower tier participant learns that its certification is CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal.is submitted for assistance in obtaining a copy of those regulations. i 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered l 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 covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion—Lower Tier Covered Transaction,"without modification, in ail 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 CFR part 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 nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to:exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters 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 prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. i 9. CHANGE REQUESTS.The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process.A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as 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 17 CONTRACT NO. IVINWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i i amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval 10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p)of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec. ov/rules/final/2012/34-67716.Pdf. 11. COPYRIGHTED MATERIAL WAIVER.The Lead State reserves the right to use, reproduce and publish proposals in I an manner necessary for State agencies and local units of government to access the responses and/or to respond to y ry 9 g p. 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 Agreement arising from this RFP shall be effective upon the date of final.execution by the Lead State, unless a later date is specified in the Master Agreement, 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed. 14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices.Act, 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 asset 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 fora 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 18 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. 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 that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. §363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate Of compliance and contract consequences in that event.A contract awarded without a certificate of compliance may be voided. c. Minn, R. 5000.3400-5000.3600 implement Minn. Stat.§363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn.R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. §363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees: (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the 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 commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. 19 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I 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 will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party against the Participating Entity that Products, Software, Services or Deliverables (excluding Third-Party Products and open.source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"),the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability(including legal fees)arising out of such a claim,whether or not such claim is successful against the Participating Entity. If Contract Vendor receives prompt notice such a claim that in the Contract Vendor's opinion is likely to result in an adverse ruling, the Contract Vendor shall at its option (1)obtain a right for the Participating Entity to continue using such Products,Deliverables or Software or allow Contract Vendor to continue performing the Services;(2) modify such Products, Software, Services or 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. i Notwithstanding the foregoing, Contract Vendor 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 with Participating Entity's written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Participating Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor receiving prompt written notice of the third-party claim or action for which Contract Vendor must indemnify Participating Entity, (y) Contract Vendor having the right to solely control the defense and resolution of such claim or action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action. This Section states Participating Entity's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to Participating Entity. 19. JURISDICTION AND VENUE.This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA.Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards:. 20 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented,are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. §270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a 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. I 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An.organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator,the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed,and the terms"Contract,""Contract Vendor,""Master Agreement", "Master Agreement Administrator"and "Contract Administrator" modified appropriately to preserve the State's rights. I 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, Contract Vendor'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, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security 21 CONTRACT NO. IVINWNC-408 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. 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 pisadvantaged.ln accordance with Minn. Stat..§ 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first$500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the.Materials Management Division's web site at www.mmd.admin.state.mn.usunder"Vendor Information, Directory of Certified TGIED Vendors." To verify TG eligibility for preference; refer to the Materials Management Division's web site under"Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651.296.2600: Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7,the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered'a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat. § 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at anytime 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 anytime by the United.States Department of Veterans Affairs; or (3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat. § 16C.19(d), a veteran-owned small business,the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first$500,000 of the response, If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may 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 similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to.the.quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the 22 CONTRACT NO. MNWNC-108 MAsTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. States 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 SECRETICONFIDENTIAL 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. i i COMPUTER EQUIPMENT ►� �rsQfa 2014-2019 QEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - 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 will 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 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. 6. 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. 7. BULKIVOLUME 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 current configurations: 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. 24 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. 12. LEASING.The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT:All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to"address has no receiving dock or agents,the Contract Vendor must be able to deliver to the person specified on the PO without additional cost..If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if-the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty(30)calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. i i I i i i 25 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i COMPUTER EQUIPMENT limp( j �PiSQt� 2014-2019 ..�. DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING SCHEDULE- 1. BASELINE PRICING . LINK: httnw11ftnbox.us.dGII.corn/ lweeKl !dell ricers ort df 2. • DISCOUNTS (CATEGORY • • DELL MINIMUM CATEGORYDISCOUNT BAND 2 LAPTOP •+ ■ BAND 5 STORAGE ' IMPORTANT: The minimum discount is provided,refer to Contract Vendor's Website for any additional discounts and request a quote for bulklvolume discounts.All prices shall be FOB Destination,prepaid and allowed(with freight included in the price).If there is a special case where inside delivery fee must be charged,the Contract Vendor will notify the customer in advance. CATECnQ13Y:EXCEPTIONS Toner F 1.5% Vaf�le Latitude,.p`trPlex;Workstattgil Selected H l?Toducts,." Selected Promo Offers,Inspiron,Selected Latitude,SC PowerEdge;Selected Dell I EMC,Dell Branded S 2,51 Peripherals/Imaging: PowerConnect;:Axim,Projector,Printer S.are Parts selected Dimension fthd U,W, THIRD3. PARTY PRODUCTSBANDS) CATEGORY'EXCEPTIQNS . ,; ; Selected Third Party Products(software andperipherals) X .5% 4. SERVICES Servrces are at the option of Particpating$totes?Partrclpatrng"Addendurhs'by eachState may address'aennce agreement#erms and relatedtravelStates fna}r negotiate additioaf servres The malonty:o€Deft branded hardware'includes"a'one-year warranty`::Customer may purchase warranty"upgrades-far 2,3 4 oc 5 yeah for eertaun DeII branded hatdv re.as offered;by Dell for DeII standard warranty1nformation"see htt !lv�ww de.l!comllearnluslerilusca Isoliitionsllimitert-hardware-xarrar&s i Selected Service on Poweredge Departmental Servers;Directline Service;4-Hr On-Site Critical Care Plus; 0 13.3% Business Care Plus On-Site Service(all years) j On.site, Next BUsrrtess.l]a On site xtended rs,`.Critical°Care 064te Service:all rs;other sves R.Z; 1&ZS 5. LEASING Pa0n pafing Addendum ma identify if and how leasincia reement terms will be conducted. 6. ADDITIONAL DISCOUNTS a. Per Transaction Multiple Unit:Contact your Sales Representative for additional discounts for volume purchases. Minimum Dollar Volume Associated with Maximum Dollar Volume Associated with Cat A only,Single Transaction,Maximum of 10 ship to Single Transaction Single Transaction Locations $50,000.00 $99,999.99 Greater than or Equal to 1% $100,000.00 $199,999.99 Greater than or Equal to 2% $200,000.00 $499,999.99 Greater than or Equal to 4% $500,000.00 $999,999.99. Greater than or Equal to 6% $1,000,000.00 No Maximum Greater than or Equal to 8% b. Cumulative:Cumulative Discounts are managed at the Master Agreement Level based on total volume. Cumulative Dell Spend"Gates" Category A Discount Adjustment to the Matrix U to$213 13.5% $2B to$4B 14% $4B to$6B 14.5% $6B to$8B 15% $813 to$1013 15.5% Over$10B. 16% c. Other Discounts provided:For purchases made online via Dell.com,Dell offers an additional 0.5%per category,except for Category 0. Far online purchases of Category 0 Services,Dell will offer a 13.5%discount. . i 26 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i I I COMPUTER EQUIPMENT ... .. ifiTON)tO 2014-2019 . DEPARTMENT OF ADMINISTRATION - MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS)- .. 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 maintenance 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-9 Q8 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. i i COMPUTER EQUIPMENT 2014-2019 DEPARTMENT OF ADMINISTRATION 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 acceptability 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 Action 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 i 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 ability to 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 In. Sales representatives for participating entities is 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 riot 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. Information 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 participating 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 Electronic 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. i N COMPUTER EQUIPMENT h7T1ni6ff2S8)h72014-2019 '• DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST UPDATE FORM (ARF) i 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: I _Update of Product&Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL 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 Provide warranty Guarantee ^Marketing Approval Attach Materials for review Material Website Change Describe and provide link for review Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the 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-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. it - COMPUTER EQUIPMENT A.., aa 2014-2019 DEPARTMENT OF ADMINISTRATION 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: DATE ACTION REQUESTED: DATE SUBMITTED APPROVED I i 30 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. I i I I livnese) , COMPUTER EQUIPMENT 2014-2019 DEPARTMENT OF ADMINISTRATION i i 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. 6RDM PTO DUE Q1 January 1 March 31 Aril 30 Q2 Aril 1 June 30 July 31 03 July 1 September 30 October 31 Q4 October 1 December 31 January 31 3. REQUIRED REPORTS: Report Name Submitted to Purpose& Submittal 1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA- NASPO NASPO 1)Go to: http:llwww,naspo.orgANNCPO/Calculator.aspx 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 also fulfill 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. j 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. i COMPUTER ..TER EQUIPMENT ..� INTRSO)tov 2014-2019 DEPARTMENT OF ADMINISTRATION 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 of the 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 touchpad 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 of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. 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: B.01-0 6- RI IGGEDIZEED DEVICES Ruggedized Fefer-s to deviGes speGifirally designed to operate reliably in harsh usage anvimpmepts a nd Renditions, suGh as stpong vibrations, wdizeme temperatures and wet or dusty GORditions. Ruggedized 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. 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 htt ://ww.w,ener star. ov. j 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 Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting 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 subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state. Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their.product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and 33 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HELL MARKETING L.P. maintenance for all peripherals on the Master Agreement. Examples of peripheralslaccessoriesloptions Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support serer, 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 peripheralslaccessoriestoptions 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 financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de-installation,factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desklhelpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation.A server is a physical computer dedicated to run one or more services or applications (as a host)to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data.This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork)that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service(STaaS). An architecture model by which a provider.allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis: E.g., manage onsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software"applies to all parts of software and documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation.A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life. Third Party Products. Products sold by the Contract Vendor which are manufactured by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often 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 National Association of State Procurement Officials(NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.)for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. I I 34 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L.P. AMENDMENT NO. 1 TO CONTRACT 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 ("Contract Vendor").. WHEREAS,the State has a Contract with the Contract Vendor identified as Contract No. MNWNC-108,April 1,2015, through March 31,2017 ("Contract"), to provide Computer Equipment: (Desktops, Servers, and Storage including Related Peripherals and 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 Materials Management Division and the Contract Vendor in a fully executed amendment to the Contract. NOW,THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That Contract No. MNWNC-108 is extended through March 31, 2020, at the same terms and conditions. 2. The Contract Vendor shall provide Computer Equipment: (Desktops, Servers,and Storage including Related Peripherals and Services)at the prices set forth on the attached Exhibit B, Pricing Schedule. This Amendment is effective beginning April 1,2017, 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. 2. OFFICE OF STATE PROCUREMENT The Contractor certifies that the appropriate person(s)have In accordance wito Minn.Stat.§16C.03,subd.3, executed this Amendment on behalf of the Contractor as required by applica le article ,bylaws,resolutions,or ordinances. 13y: i A fold it; • By: Nnature Title: Acquisition Management Specialist---- Diane Wtgi at !S/, Printed Name Date: Title: Contracts Program Manager 3. COMMISSIONER OF ADMINISTRATION Date: ^OA �� > Or�eleatees,ntativeBy: Byr Signature Date: z 2— Printed Name Title: Date: CONTRACT NO.MNWNC-108 MASTER AGREEMENTAWARD COMPUTER EQUIPMENT DELL MARKETING L.P. m DEPARTMENT OF COMPUTER EQUIPMENT ADMINISTRATION 2014-2020 ' STATE PROCUREMENT Updated 04/01/2017 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD 1. BASELINE PRICING DELL RETAIL PRICE LIST LINK:htt :l,ft box.us.delLcomisl lweskl !dell ricere ort df 2. ■ DISCOUNTS-(CATEGORY • ■ DELL MINIMUM CATEGORYDISCOUNT BAND IMPORTANT: The minimum discount is provided,refer to Contract Vendor's Website for any additional discounts and request a quote for bulklvolume discounts.All prices shall be FOB Destination,prepaid and allowed(with freight included in the price).If there is a special case where inside delivery fee must be cha ed,the Contract Vendor will notU the customer in advance. l#TE ORY EXCEhTIQIN . Z Toner F 1.5% yaf13 ;Lalrtude,:0 tiPlek,?G+lbtkstdtigrl,Sete."fed+Prcid(cts . H. 490 Selected Promo Offers;inspiron;Selected Latitude;SC PowerEdge;Selecte d Dell EMC;Dell Branded 5 2.5% Peri heralsAma in : PowerConnect,Axim,Projector,Printer 3.,,S �re:Palis,selBctQd,t7iriBnslo "THIRD PARTY PRODUCTSBANDS) Selected Third Party Products software and .per ipherals) X '�.5el�cted T�ilrtt F?art �`nnters`; ' ,, 5°/ 4 SERVICES �Ser+dces [e�ai3he gtrop of Qarticapating 5tes'Particrp�ilmg r4dendpms by,e>3ch Sta#e{�may address servrce gr'eelirrent terms and elated irvel States '3�nay negot+aletldibonal servrs TIe ma)orrty of elk br�tlddd hrdw�re irieludes a pne year,vamant� Customer.Inay,purchasew8rrantyupgrodes far'2 3, 4 or 5rye rs force ai DelCbr nded adware as gffere�by[dell l or Dell stnctard Warranty rnfrmalron see htt .IIWWw.dll camlle$rrllus/en,_sG41Isallitionsdlirrirfed:FirdWeCVwaCtanties , :,.cs,r .:,.f... Selected Service on Poweredge Departmental Servers;Directline Service;4-Hr On-Site Critical Care Plus; O 13.3% Business Care Plus On-Site Service all years Qrl.,site;=,(Next$uslness 0bL 'On?site extended r ,Gr�tical Card Qn.. te,Se ce?all, .fs ";ot eI „ R,Z'11US 5. LEASING Pa[tici alin Addendum mav identifv if and haw leasino a reemenf terms will be conducted. 6. ADDITIONALDISCOUNTS a. Per Transaction Multiple Unit:Contact your Sales Representative for additional discounts for volume urchases. Minimum Dollar Volume Associated with Maximum Dollar Volume Associated with Cat A only,Single Transaction,Maximum of 10 ship to Single Transac#ion Single Transaction Locations $50,000.00 $99,999.99 Greater than or Equal to 1% $100,000.00 $199,999,99 Greater than or Equal to 2% $200,000.00 $499,999.99 Greater than or Equal to 4% $500,000.00 $999,999.99 Greater than or Equal to 6% $1,000,000.00 1 No Maximum I Greater than or Equal to 8% b. Cumulative:Cumulative Discounts are managed at the Master Agreement Level based on total volume. Cumulative Dell Spend"Gates" Category A Discount Adjustment to the Matrix Up to$213 13.5% $213 to$413 14% $413 to$6B 14.5% $66 to$813 15% $8B to$10B 15.5% Over$10121 16% c. Other Discounts provided:For purchases made online via Dell.com,Dell offers an additional 0.5%per category,except for Category O. For online purchases of Category O Services,Dell will offer a 13.5%discount. CONTRACT NO.MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L,P. CtR f IFICATE OF SIGNATURE AUTHORITY This is to certify that the below named individuals of Dell Federal Systems, L.P. are authorized to execute agreements, proposal documents,certificates and representations on behalf of and in the name of Dell Federal Systems, L.P. or any other Dell entity in accordance with Dell's Contracts, Proposals and Statements of Work(SOW) US Signature Policy. This certification shall become effective upon execution and continue until rescinded in whole or in part. If the employment status, title or roles and responsibilities of any of the below named individuals changes then their authority will be revised according to their then current employment status, title or roles and responsibilities. This certification may be rescinded in whole or in part, at any time without prior notice. Interested parties may request an updated certificate by written request to the following address: Dell Federal Systems,L.P. Customer Engagement Management Contracts, Proposals&SOW Certificate of Authority Request One Dell Way, Mallstop 8708 Round Rock,Texas 78682 John Lavorato, Executive Director—CEM Jody Hahn, Proposal Manager Bobbi Dangerfield,VP Global Relationship Jill Henderson, Contract Manager Business Operations Brian Johnson, Proposal Manager Joe Ayers,AVP-Federal Beth Jordan, Proposal Manager Max Peterson,AVID-Federal Kate Kauffman,Contract Manager, SOW Barbara Tormaschy,VP -Finance Brice Kelly, Contract Manager Scott Sanders, Executive Director-Finance Liz Kilimer,Contract Manager Josh Bashars, Operations Director Ashleigh Lane,Contract Manager Kathleen Hines, Contracts Director Stephanie Lendecky, Contract Manager Glen McGuire, Proposals Director Scott Loras,Contract Manager Jane McKenzie, Contracts Director Melanie Mack, Proposal Manager Rich Walsh, Contracts Director Christina McColly, Contract Manager Kim James,Audit&Compliance Lauren McCosham,Contract Manager Cindy Waidelich, Proposals Sr.Manager Staci McDonald,Proposal Manager Dana Anderson, Contract Manager Felicia Middleton, Proposal Manager Pamela Aschenbrenner, Contract Manager, SOW Stephanie Miller,Contract Manager Lord Bailey,Contract Manager Clare Mooney, Proposal Manager John Billings, Proposal Manager Susan Morgan,Contract Manager Dennis Brand, Proposal Manager Jeannine Nagel, Proposal Manager Kevin Bromley,Contracts Manager Kelly O'Shieles,Contract Manager Eric Bufkin, Proposal Manager Stan Parish, Proposal Manager Solange Calo, Proposal Manager Jennifer Parris,Contract Manager Lisa Campos, Proposal Manager Phyllis Pate, Contract Manager Aimee Cantrell, Proposal Manager Keon Robertson, Contract Manager, SOW Renee Carrasco, Proposal Manager Tiffany Roper, Proposal Manager Daniela Chambless, Proposal Manager Robert Saufferer, Contract Manager Michelle Chaney, Proposal Manager Mary Shuman, Proposal Manager Len Collett, Contract Manager Brian Sokoff, Proposal Manager Mary Collins, Proposal Manager Susan Spalding,Contracts Advisor Chris Collinson, Proposal Manager Nicholas Stokes, Proposal Manager Dennis Daley, Contract Manager Ted Thomas, Proposal Manager Mitchell Duncan, Proposal Manager Melissa Vaclavik, Proposal Manager Montana Duncan, Contract Manager Christian von Wupperfeld, Contract Manager Greg Fletcher, Proposal Manager Teresa Walden,Contract Manager Meghan Fiisakowski, Proposal Manager David White,Contract Manager AN Fox, Proposal anager Diane Wigington,Contract Manager Witness y hand the silo ng da ?43 ran ehleman Date VP and-General Manager—North America Public Business Group elpnahpa eertHiaetr Jed_tl94311 y8 CNI CaMWentlId ZkMf�tti1DM�IdT N['� 2 TQ,""CrG[�9`RA�fT lU1T�N11VfVC�'I 08;;: 1 THIS AfUtEtUDM SIT rs:#ay and:bbtweon ttre State oMin a,a 3169 throt. �t rt�+ mrnrsst�aner saf,�tlrrtir istratfc��` {"S a : cUnx3l tate,} a fMr t 1pV �entler" ; WWFi e f ►S,the WO;PA aQntrrc#with tt1 Garrtrat Vendr rcterrtihedcntr act Nc [U1f+tINIV 14$z April ,2U1 through N#arctt � 1<4 1 "t ssr#t�ac ,#8J peovd,, gomput r E*gUrpm, rrt,f �sktops L topsE''T filets Ski t and ilctuting Related Peipkreralsartd Sruce4rid, WI IfR #► Minn Stat 16G.f1 , subs# 5,atfotls theflFnrrlsrt�tt r�fgdmrnrstratron,cr d #egt'e purauarr .tm trnn tat.: ttze authority#a ppnd`eFrttfaet arrd WHEREAS',"ter terrrt tit tie C[llltractllcuu the Stata`tt ari3tird thet ntrae#a specified herein upon the mutWal a reerr errt�f thr Office'cf Stag .Procurerrtept and the Cahtract Vera car,r .a fully;eXei ut, d arrrr~ th nt to the. .ortirac; 7WRIrFt3RE`it i agreed by.t „� rtles to arrnd thoptrect as llt� t Thak'Corrtrat fca iINUNG 18 ra exterrld throcightly ,,ptitle same terra ;cend#tEons, arrd prices. fhre�rnentlmen,f js-e jjeut(Ve b rrrnrng;Aprrf t, 2020,br€pan the date#tit the tik al�e 'U ed stgnattrres ere Qbtaersecf,:< ficF�evrcci;r Eater.an �:in effect thrtsttgh G±irtr'aet pacpltfc5 arr.ttf.the,' ontrat is canceled,;vet#lever 3 cCwr*flr-,at: exce eprt[es h >et..e ae expre ff emain ;p m rcisrs o Wortrae %ewertt r ri . rr ffill farrxe and-effect Ill WS WRt e, te oundt#ITtS = e ? eyc 1 [.MLAA kE' ll4 L P 2 fs3'FF CE OF STATE PR�7CtJF#tIVIf�NT The Cat�tra�tci �errires trtahtha apprrt�t p�rsnnts} ave. ,.. rn;gym ace witFt Iti+(i a $ ;Q3 subel Oyb at a►�ted trti f�m eitt a�balrlf 13ontraefdr as re u�recfi try a li�ie a titles IaNrs esplu€t ns,-:tw'.naij s tt(e: Maui i zn IWf na„ amen# eof llit Bate= 7 . 90 Gate , � C�11�1111t11;��IQNEfR QiF-aUM1N1STR'ATIQId : ,� oaign egat repro art r _.- R i Dt � I z7/Zn Z� Trti *: BAN CRA�C 7'NCB CNNW I ©E' T`AWI R©jCQMP.UT ZOUIPMENT DELL r4lAMk f�Tr1+1", DocuSign Envelope ID:EAC889CC-OF07-480E-AB62-8DFA4A153228 AMENDMENT NO. 3 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, 2021 ("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 July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, 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. 2. Office of State Procurement The Contractor certifies that the appropriate person(s)have In accordance with Minn.Stat. § 16C.03, subd.3. executed this Amendment on behalf of the Contractor as DocuSigned by: required by applicable articles, bylaws, resolutions, or ordinances. By. 742DE739C8ED492 By: 1-DocuSigned by: ... 9b4SS& Title: Acquisition Management Specialist m F195AB7s2450_. Date: 5/14/2021 Alyssa sayles Printed Name 3. Commissioner of Administration Title: Contract Administrator Or delegated representative. DocuSigned by: Date: 5/10/2021 By: ( A4-4DI1.14, 68D02A26D7604BA... By: Date: 5/14/2021 Signature Printed Name Title: Date: Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-108 DocuSign Envelope ID:EAC889CC-OF07-480E-AB62-8DFA4A153228 STATE OF MINNESOTA M DEPARTMENT OF Office of State Procurement N AS PO ADMINISTRATION 112 Administration Building ValuePointTM STATE PROCUREMENT 50 Sherburne Avenue St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 May 7, 2021 Alyssa Sayles Dell Marketing L.P. One Dell Way Mailstop RR1-33 Legal Round Rock,TX 78682 Dear Ms. Sayles: Please find enclosed Amendment 3 to NASPO Master Agreement No. MNWNC-108 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 14,2021. A current certificate of insurance from your insurer, in the amounts called for in the contract, is required now to complete the contract document.The insurance requirements are attached for your convenience. Please have your insurance provider send a copy of the COI electronically to Elizabeth Randa at Elizabeth.Randa@state.mn.us. No contract document will be executed with your company until the COI has been received and approved. 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: Pamela Kunhart Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 DocuSign Envelope ID:3299F8E0-2A57-4746-A209-8989619C2878 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. 2. Office of State Procurement The Contractor certifies that the appropriate person(s) have In accordance with Minn.Stat. § 16C.03,subd. 3. executed this Amendment on behalf of the Contractor as DocuSigned by: required by applicable articles, bylaws, resolutions, or By: h ordinances. 742DE739caED492... DocuSigned by: Title: Acquisition Management Specialist By: Si I A126F4265402... 5/26/2022 Alyssa sayles Date: Printed Name Title: Contract Administrator 5/26/2022 3. Commissioner of Administration Date: Or delegated representative. DocuSigned by: By: By: FDl"4• Signature 68D02A26D7604BA... Date: 5/26/2022 Printed Name Title: Date: 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 DocuSign Envelope ID:3299F8E0-2A57-4746-A209-8989619C2878 STATE OF MINNESOTA DEPARTMENT OF Office of State Procurement NAS PO ADMINISTRATION 112 Administration Building ValuePoint STATE PROCUREMENT 50 Sherburne Avenue St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 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 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 DocuSign Envelope ID:A1131CCO-2CC4-4271-AFFO-B574CFFD18AE AMENDMENT NO. 5 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 1, 2015,through February 28, 2023 ("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 July 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, 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. 2. Office of State Procurement The Contractor certifies that the appropriate person(s) have In accordance with Minn. Stat. § 16C.03,subd.3. executed this Amendment on behalf of the Contractor as DocuSigned by: required by applicable articles, bylaws, resolutions,or By: ordinances. DocuSigned by: �742DE739C8ED492... Title: Acquisition Management Specialist By: �F23302DOB4B8... Date: 2/1/2023 Katherine Castillo Printed Name Title: Para Legal Advisor 3. Commissioner of Administration Date: 1/10/2023 Or delegated representative. DocuSigned by: By: By: FQonws. Signature 68D02A26D760413A... Date: 2/1/2023 Printed Name Title: Date: Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No.5 to NASPO Master Agreement MNWNC-108 DocuSign Envelope ID: DCBDB787-8097-4E3E-8079-7AA549093A71 AMENDMENT NO. 6 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 1, 2015,through July 31, 2023 ("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 October 31, 2023, at the same prices,terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, 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. 2. Office of State Procurement The Contractor certifies that the appropriate person(s) have In accordance with Minn.Stat. § 16C.03,subd. 3. executed this Amendment on behalf of the Contractor as DocuSigned by: required by applicable articles, bylaws, resolutions,or By: E � 4 ordinances. 7azDE73sc8E D4sz... DocuSigned by: By. C,q, u Title: Acquisition Management Specialist 8DEF23302D0B4B8... 6/13/2023 Katherine Castillo Date: Printed Name Title: Paralegal Advisor 6/13/2023 3. Commissioner of Administration Date: Or delegated representative. DocuSigned by: By: By: E68DD2A26D7604BA 1Zn�s. Signature ... Date: 6/13/2023 Printed Name Title: Date: Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No.6 to NASPO Master Agreement MNWNC-108 DocuSign Envelope ID:6940A898-AlFA-45E9-8C45-CAUC1C3B73F AMENDMENT NO. 7 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 1, 2015,through October 31, 2023 ("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 January 31, 2024, at the same prices,terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, 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. 2. Office of State Procurement The Contractor certifies that the appropriate person(s) have In accordance with Minn.Stat. § 16C.03,subd. 3. executed this Amendment on behalf of the Contractor as DocuSigned by: required by applicable articles, bylaws, resolutions, or By: C& k KVAD4 ordinances. C742DE739C8ED492... DocuSigned by: C � Title: Acquisition Management Specialist BY� AIu�,V'�In.t, C,a.S{l�.b 8DEF23302D0B4B8... Date: 10/5/2023 Katherine Castillo Printed Name Title: Paralegal Advisor 3. Commissioner of Administration Date. 10/5/2023 Or delegated representative. DocuSigned by: By: By; CA"I Signature 68D02A26D7604BA... Date: 10/5/2023 Printed Name Title: Date: Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No.7 to NASPO Master Agreement MNWNC-108