HomeMy WebLinkAboutCAG2024-224 - Original - Dell Marketing, L.P. - Drone Work Station: Precision 5860 Tower (NASPRO Master Agreement 23004) - 05/10/2024 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: JDE
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T 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.
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
c 05/08/2024 05/15/2024
Q Director or Designee to Sign. Date of Council Approval:
Q N/A
Budqet Account Number: Grant? Yes ZNo
10002100.63520.3110
Budget?[Zl YesD No Type: N/A
Vendor Name: Category:
Dell Marketing, L.P. Contract
Vendor Number: Sub-Category:
= 36029 Original
O
P Project Name: Drone Work Station - Precision 5860 Tower
E
L
O Project Details:One-time procurement of Drone Work Station for PD, at a cost of$7,853.11, including any
4— applicable Washington State Sales Tax, under Director's signature authority. Purchase under NASPO
C cooperative agreement # 23026, expires 6/30/25 (authorized by Law dept to procure under).
IC
Agreement Amount: $7 853. 11 Basis for Selection of Contractor: Cooperative Purchase
`Memo to Mayor must be attached
ii Start Date: N/A Termination Date: N/A
01
Q Local Business'El YesFv(]No* If meets requirements per KCC3.70.700,,pleosecompleteVendorPurchose-Local Exceptions"form onCityspoce.
Business License Verification:YesEl In-Process El Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
F]Yes ONo CAG2024-224
Comments:
G
4.0
Tara Duckworth,on behalf of Mike Carrington
Date: 05/10/24
� 1A
'; Note: On 5/2/24, Christina Schuck, Law, noted that this procurement needs to include NASPO Master Agreement, DES
L Participating Addendum, and City of Kent&WA DES agreement.
f0
IC
tA
Date Routed to the City Clerk's Office Interlocal Agreement has been uploaded to website:
ad«W22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
D<*XLTechnologies
Your quote is ready for purchase.
Complete the purchase of your personalized quote through our secure online checkout before
the quote expires on May. 16, 2024.
You can download a copy of this quote during checkout.
Place your order
Drone Workstation -- Sales Rep Nicole Byrd
Quote Name: 16TB USABLE, RTX 5000 Phone (800)456-3355, 6178551
Ada Email Nicole_Byrd@Dell.com
Quote No. 3000172823763.2 Billing To ACCOUNTS PAYABLE
Total $7,853.11 CITY OF KENT
Customer# 5383050 220 4TH AVE SOUTH
Quoted On Apr. 16, 2024 PW ENGINEERING
Expires by May. 16, 2024 KENT, WA 98032
Dell NASPO Computer
Contract Name Equipment PA-
Washington
Contract Code C000001119005
Customer Agreement# 23026/05820
Deal ID 26687590
Message from your Sales Rep
Please use the Order button to securely place the order with your preferred payment method online. You may contact
your Dell sales team if you have any questions. Thank you for shopping with Dell.
Regards,
Nicole Byrd
Shipping Group
Shipping To Shipping Method
JAMES MCKENNEY Standard Delivery
CITY OF KENT
220 4TH AVE SOUTH
PW ENGINEERING
KENT, WA 98032
(253)856-5567
Product Unit Price Quantity Subtotal
Precision 5860 Tower $7,126.24 1 $7,126.24
Pagel Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682
Subtotal: $7,126.24
Shipping: $0.00
Environmental Fee: $0.00
Non-Taxable Amount: $0.00
Taxable Amount: $7,126.24
Estimated Tax: $726.87
Total: $7,853.11
License Subtotal for Commitment Term: $0.00
*Excludes Taxes
7-
Accelerate power
of • your data
step in achieving 6,..
- . -
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
JAMES MCKENNEY Standard Delivery
CITY OF KENT
220 4TH AVE SOUTH
PW ENGINEERING
KENT, WA 98032
(253) 856-5567
Unit Price Quantity Subtotal
Precision 5860 Tower $7,126.24 1 $7,126.24
Estimated delivery if purchased today:
May.01,2024
Contract#C000001119005
Customer Agreement#23026/05820
Description SKU Unit Price Quantity Subtotal
Precision 5860 Tower XCTO Base 210-BFNP 1
Intel Xeon W3-2435(22.5 MB cache, 8 cores, 16 threads,3.1 GHz to
4.5 GHz Turbo, 165 W) 338-CKZL 1
Windows 11 Pro for Workstations(6 cores plus), English, French, 619-ARSN 1
Spanish,Brazilian Portuguese
No Microsoft Office License Included-30 day Trial Offer Only 658-BCSB 1
Keyboard not included 580-AADS 1 -
Nvidia RTX 5000 Ada Generation,32 GB GDDR6,4 DP 490-BKCT 1
128GB,4x32GB, DDR5,4800MHz, RDIMM ECC Memory 370-AHHH 1 -
1 TB, M.2, PCIe NVMe,SSD,Class 40 400-BPPM 1
No Out-of-Band Systems Management 631-BBHM 1
Resource DVD not Included 430-XXYU 1
ENERGY STAR Qualified 387-BBLW 1
EPEAT 2018 Registered(Gold) 379-BDZB 1 -
System Power Cord C13(US 125V, 15A) 450-AHDU - 1
Shipping Material(DAO) 340-CBUU - 1 -
Shipping Material(5860,7865) 340-DCJU 1
Dell Additional Software 658-BFPP 1 -
Quick Start Guide placemat,5860 Tower 340-DJVF 1
Premier Color 6.1 640-BBSS 1 -
Integrated Storage Controller 403-BCVC 1
No Additional Network Card Selected(Integrated NIC included) 555-BBJO 1
No Optical Drive 429-ABMS 1
Precision 5860 Tower 75OW Chassis(DAO Open Flexbay L5.5) 321-BHYR 1
Heatsink for 165W or lower CPU(5860) 412-BBDR - 1 -
Virtual Raid on CPU software driver 409-BCXD - 1 -
Intel VROC internal MB key 780-BCIP - 1 -
DeII Precision TPM 340-ACBY - 1 -
No External ODD 429-ABGY - 1 -
CMS Software not included 632-BBBJ - 1 -
Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682
12 TB,7200 RPM,3.5-inch,SATA, HDD,AG-Enterprise Class 400-BPPC 1
5860T 750W Regulatory Label(DAO) 389-FDBD 1
RAID 1 for SATA HDD 780-BBCL 1
No Hard Drive 400-AKZR 1
12 TB,7200 RPM,3.5-inch, SATA, HDD,AG-Enterprise Class 400-BPPC 1
1 TB, M.2, PCIe NVMe,SSD,Class 40 400-BPPM 1
1 TB, M.2, PCIe NVMe,SSD,Class 40 400-BPPM 1
M.2 NVME Non-RAID Boot(C4,C5) 780-BCTD 1
Internal NVME RAID1 780-BCVP 1
M.2 NVME Upper Flexbay Assembly,SATA Lower Flexbay Assembly 449-BCCD 1
Dell Limited Hardware Warranty Plus Service 882-0661 - 1 -
ProSupport Plus Accidental Damage Service 5 Years 882-0696 - 1 -
ProSupport Plus Keep Your Hard Drive 5 Years 882-0702 - 1
ProSupport Plus Next Business Day Onsite 5 Years 882-0708 1
ProSupport Plus 7x24 Technical Support 5 Years 882-0716 1
Thank you for choosing Dell ProSupport Plus. For tech support,visit 997-8367 1
www.dell.com/contactdell or call 1-866-516-3115
Subtotal: $7,126.24
Shipping: $0.00
Environmental Fee: $0.00
Estimated Tax: $726.87
Total: $7,853.11
Page 4 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 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock,TX 78682
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
ASSIGNMENT OF NASPO MASTER AGREEMENT 23004
This Assignment Agreement is by and among the State of Minnesota, acting through its Commissioner of Administration
(State), Dell Inc., One Dell Way, Round Rock,TX 78682 (Original Contractor), and Dell Marketing L.P., One Dell Way,
Mailstop RR1-33 Legal, Round Rock,TX 78682 (Assigned Contractor).
WHEREAS,the State has an agreement with the Original Contractor identified as Contract 23004, effective July 14, 2023,
through June 30, 2025 (Contract),to provide Computer Equipment, Peripherals & Related Services; and
WHEREAS,the Original Contractor wishes to assign all its interests in the Contract to the Assigned Contractor; and
WHEREAS,the assignment provision of the Contract provides assignment of the agreement only upon written consent
of the State.
NOW,THEREFORE, it is agreed by the parties to amend the Contract as follows:
1. The Assigned Contractor is assigned Contract 23026 to accommodate participating addenda under the Master
Agreement.
2. This Assignment Agreement will become effective upon its approval and execution by the parties and approval of
the appropriate State officials, pursuant to Minn. Stat. § 16C.05, subd. 2.
3. The State hereby approves the request of the Original Contractor to assign the Assigned Contractor all its interests,
rights, and responsibilities, duties, and other provisions set forth in the Contract, which is attached and incorporated
as Exhibit A, provided the Original Contractor and the Assigned Contractor agree to all provisions set forth in this
Assignment Agreement.
4. Representations and Warranties:
a. The Original Contractor represents and warrants to the State that it is not in default of any of its obligations
under the Contract.
b. The Assigned Contractor represents and warrants to the State that: (i) as of the effective date of this
Assignment Agreement, the Assigned Contractor will have received sufficient information, right to
technology, and key personnel sufficient to properly perform the duties, responsibilities,obligations, and all
other provisions assigned to it, and (ii)the Assigned Contractor is ready, willing, and able to perform all of
the duties, obligations, and responsibilities of the Contract.
c. The representations and warranties set forth in this Section 4 are for the sole benefit of the State and its
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
person or entity (including the Original Contractor and the Assigned Contractor) any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Assignment Agreement.
5. The Assigned Contractor accepts assignment of all of the provisions of the Contract.
6. Any and all amounts due to the Original Contractor by a Participating Entity for goods or services provided by the
Original Contractor prior to July 14, 2023, under the Contract will be paid to the Original Contractor by the
Participating Entity.Any and all amounts due under the Contract on or after July 14, 2023,will be paid to the
Assigned Contractor by the Participating Entity and the Original Contractor.
7. When applicable, payment for remaining work and travel expenses from the Contract will be paid at the rates set in
the Contract.The amount to be paid to the Assigned Contractor will not exceed the Contract's total costs, minus the
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529
Assignment of NASPO Master Agreement 23004 Page 1 of 3
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
total payments made to the Original Contractor.
8. If applicable, the Assigned Contractor will provide proof of insurance with the coverage and in the amounts called
for in the original solicitation document, attached herein.
9. If applicable, the Assigned Contractor will provide a copy of its Affirmative Action Certification as approved by the
Minnesota Department of Human Rights.
10. If applicable, the Assigned Contractor will provide a copy of its Equal Pay Certification as approved by the Minnesota
Department of Human Rights.
This Assignment Agreement is effective upon the date that the final required signatures are obtained.
IN WITNESS WHEREOF,the parties have caused this Assignment Agreement to be duly executed intending to be
bound thereby.
1. ORIGINAL CONTRACTOR 2. ASSIGNED CONTRACTOR
Dell Inc. Dell Marketing L.P.
The Original Contract Vendor certifies that the appropriate person(s) The Assigned Contract Vendor certifies that the appropriate person(s)
have executed this document on behalf of the Contract Vendor as have executed the Contract on behalf of the Contract Vendor as
required by nnnlirahle articles.hvlaws.resnlutions,or ordinances. required by annlicahle articles.hvlaws,resolutions,or ordinances.
DocuSigned by, E
DocuSigned by:
By: �,�VYSfbU V Mv& Ga 6o' By: AfU�,Vl1A t, (Afi(,(.b
ECE99192885E4FE... 8DEF23302D084B8...
Christopher Alan Garcia Katherine Castillo
Printed Name Printed Name
Title: Asst. Corp Secretary&SVP Legal Title: Para Legal Advisor
Date: 9/7/2023 Date: 9/7/2023
By: By:
Title: Title:
Date: Date:
3. OFFICE OF STATE PROCUREMENT 4. COMMISSIONER OF ADMINISTRATION
In accordance with Minn.stat.§16C.03,subd.3. Or delegated representative.
DocuSigned by, DocuSigned by:
By: {1�'jA�itLU, �l. �alA/�a By: 1Zon�i.
742DE739C8ED492... 68D02A26D7604BA...
Elizabeth M. Randa Andy Doran
Printed Name Printed Name
Title: Acquisition Management Sparialitt Title: IT Acquisitions Supervisor
Date: 9/7/2023 Date: 9/7/2023
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529
Assignment of NASPO Master Agreement 23004 Page 2 of 3
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
EXHIBIT A: CONTRACT
Attached and incorporated into Exhibit A is the following document(s):
• NASPO Master Agreement 23004.
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529
Assignment of NASPO Master Agreement 23004 Page 3 of 3
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
nn ASPO
■
� T� � � Ih•7
MINNeSOTA
NASPO ValuePoint Master Agreement No.: 23004
This Contract is between the State of Minnesota, acting through its Commissioner of Administration ("Lead State") and
Dell Inc.,whose designated business address is One Dell Way, Round Rock,TX 78682 ("Contractor"). State and
Contractor may be referred to jointly as "Parties."
Recitals
1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of
Minnesota and NASPO ValuePoint Cooperative Procurement Program ("NASPO ValuePoint") issued a solicitation to
establish Minnesota NASPO ValuePoint Master Agreement(s) ("Contract") with qualified manufacturers for
Computer Equipment (Desktops, Laptops,Tablets, Servers, and Storage, including related Peripherals &Services);
2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or
services requested in the Solicitation; and
3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation,the Parties desire to
enter into a contract; and
4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting
Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final
award of the overarching Master Agreement, Contractors 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.
Accordingly, the Parties agree as follows:
Contract
1. Term of Contract
a. Effective date.July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05,
subd. 2,whichever is later.
b. Expiration date. June 30, 2025.This Master Agreement may be extended for up to an additional 36 months, in
increments as determined by the Lead State, through a duly executed amendment.
c. If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond
the planned date of execution of the follow-on master agreement,this Master Agreement may be extended for a
reasonable period of time, not to exceed six months.This subsection shall not be deemed to limit the authority of a
Lead State under its state law otherwise to negotiate contract extensions.
Page 1 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
2. Representations and Warranties
a. Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to
engage such assistance as deemed necessary.
b. Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in
accordance with the commercially reasonable standards of care, skill, and diligence in Contractor's industry,trade,
or profession, and in accordance with the specifications set forth in this Master Agreement,to the satisfaction of the
Lead State.
c. Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has
taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor
to its terms.
3. Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices—Windows Operating Systems:
Desktops, Laptops,Tablets; and Band 2, Personal Computing Devices—Non-Windows Operating Systems: Desktops,
Laptops,Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):
Band 1, Personal Computer Devices—Windows Operating Systems
Band 2, Personal Computer Devices- Non-Windows Operating Systems
Band 3, Servers and Storage
4. Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration
limits in their Participating Addendum.The Participating Entity's Chief Procurement Official may increase or decrease
the configuration limits, as defined in their Participating Addendum.The Participating Entity will determine with the
Contractor how to approve these modifications to the Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the
purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each,for a total purchase price
of$150,000).
ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
5. Restrictions
The following restrictions apply to the Master Agreement.A Participating Entity may set further restrictions of products
in their Participating Addendum.The Participating Entity will determine with the Contractor how to approve these
modifications to the Entity'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.
Page 2 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
2. Any software purchased 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, except
for the exceptions allowed under Paragraph S.a.4.
4. Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment(Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
b. General 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. Managed Print Services are not allowed.
c. Cloud Services
1. Cloud Services are restricted to Services that function as operating systems and software needed to support
or configure hardware purchased under the scope of the contract and is subject to equipment configuration
limits.
2. Any Cloud Service purchased must be related to the procurement of equipment.
d. Third-Party Products
1. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products
must meet the definition(s) of the Band(s) in which they are being offered.
2. Products manufactured by another Contractor holding a Minnesota NASPO Value Point Master Agreement
for Computer Equipment cannot be offered unless approved by the Lead State.
e. 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. EPEAT Bronze requirement does not currently apply to storage.
Page 3 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
6. Authorized Representative
a. Master Agreement Administrator.The Master Agreement Administrator designated by NASPO ValuePoint and
the State of Minnesota, Department of Administration is Elizabeth Randa,Acquisition Management Specialist.
Elizabeth Randa,Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: elizabeth.randa@state.mn.us
Phone: 651.201.3122
b. Contractor's Authorized Representative.The Contractor's Authorized Representative is Ashley Salinas, SLED
Contract Program Manager.
Ashley Salinas, SLED Contract Program Manager
Dell Inc.
One Dell Way
Round Rock,TX 78682
A.Salinas(a)del I.com
Phone: 512.542.1237
If the Contractor's Authorized Representative changes at any time during this Contract,the Contractor must
immediately notify the Lead State.
7. 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. An email 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 to the Master Agreement Administrator.
8. Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of
this Contract and its Exhibits, or between Exhibits,the order of precedence is first the Contract, and then in the
following order:
Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirement
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
9. Survival of Terms:
The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits;
Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law,Jurisdiction, and
Venue; and Data Disclosure.Any other Contract term that states it shall survive, shall survive.
Page 4 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
10. Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
1. Contractor 2. State Agency
The Contractor certifies that the appropriate With delegated authority
person(s)have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.
Print name: Katherine Castillo Print name: Elizabeth M. Randa
DocuSigned by: DocuSigned by:
Signature: V w- C ,{-�,(Oswb Signature: n�q�� At, KVAJ4
8DEF23302DOB4B8... 742DE739C8ED492...
Title: Para Legal Advisor Date: 7/14/2023 Title: Acquisition Management SaecQRNgj 7/14/2023
3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name: Andy Doran
DocuSigned by:
Signature: A
68D02A26D7604BA...
Title: IT Acquisitions Supervisor Date: 7/14/2023
Page 5 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions
1. Conflict of Terms/Order of Precedence.
a. Any order placed under this Master Agreement shall consist of the following documents:
1. A Participating Entity's Participating Addendum ("PA");
2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;
3. A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be
deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating
Addendum or Minnesota NASPO ValuePoint Master Agreement).
b. 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. Contractor 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.
c. Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to
the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information
contained in a URL or referenced policy).A written reference, including by URL or policy, is incorporated into the
Master Agreement only if the Master Agreement expressly identifies that reference. URL's must be explicitly
referenced to be incorporated into the Master Agreement. URL's contained within the URL's that are explicitly
referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL
or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by
applicable law.Any change to information contained in a URL or referenced policy will not affect any financial
obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity's
ability to use the product or service.
d. A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor's
response incorporated therein by reference)will constitute the entire agreement of the parties to the Master
Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's
response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the
Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the
Contractor.
e. Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a
direct contractual relationship with NASPO ValuePoint related to Contractor's obligations to NASPO ValuePoint
under the terms of the Master Agreement,the terms of which shall be the same or similar(and not less favorable)
than the terms set forth in the Master Agreement.
2. Definitions.
a. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the
completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of
the Product.
b. Accessory means a product that enhances the user experience but does not extend the functionality of the
computer(e.g. mouse pad or monitor stand). For the purposes of this Contract, accessories are considered
peripherals.
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c. as a Service(_aaS) refers to any good provided in a subscription-based model that is defined in the
industry as " as a Service". Examples are "Software as a Service", "Infrastructure as a Service", and "Storage as
a Service", and shall follow the NIST definitions of those services. as a Service are permitted only when they
meet the restrictions found in Paragraph 5.c, above.
d. Band means a category of products.There are three product bands which may be awarded through this
Contract. Each product band includes related peripherals and services.
e. Components are the parts that makeup a computer configuration.
f. Contractor means the person or entity delivering Products or performing services under the terms and
conditions set forth in this Master Agreement.
g. Configuration means the combination of hardware and software components that make up the total
functioning system.
h. Customer (see Purchasing Entity).
i. Desktop means 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. Desktops, including desktop virtualization endpoints such as zero and thin
clients, are included in Bands 1 and 2 of this Contract.
j. Embedded Software means one or more software applications which permanently reside on a computing
device.
k. Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.
The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the
same or better performance as comparable models while using less energy and saving money. For additional
information on the Energy Star program, including product specifications and a list of qualifying products,visit the
Energy Star website at http://www.energystar.gov.
I. EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products
must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available
on the Green Electronics Council's website at www.greenelectronicscouncil.org. Products are classified as Bronze,
Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes
material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate
sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
m. FOB Destination means that 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.
n. FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item
becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is
beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include
additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity
ordering document.
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o. Intellectual Property means any and all patents, copyrights, service marks, trademarks,trade secrets, trade
names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights,title,
and interest therein.
p. Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a
touchpad, and speakers in a single unit.A laptop can be used away from an outlet using a rechargeable battery.
Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile
operating systems. Laptops are included in Bands 1 and 2 of this Contract.
q. Lead State means the State centrally administering any resulting Master Agreement(s).
r. Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder's
proposal unless all responders are unable to meet the mandatory requirement.The terms "must" and "shall"
identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in
the Question and Answer period.
s. Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the
trademark/patent for, and markets branded computer equipment.
t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf
of NASPO ValuePoint, and the Contractor.
u. Middleware means the software "glue" that helps programs and databases (which may be on different
computers) work together.The most basic function of middleware is to enable communication between different
pieces of software.
v. NASPO ValuePoint is a division of the National Association of State Procurement Officials ("NASPO"), a 501(c)(3)
limited liability company. NASPO ValuePoint facilitates administration of the NASPO 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, the District of Columbia, and territories of the United States. NASPO ValuePoint is
identified in the Master Agreement as the recipient of reports and may perform contract administration functions
relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead
State.
w. Option means an item of equipment or a feature that may be chosen as an addition to or replacement for
standard equipment and features.
x. Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing
Entity to order the Products.
y. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity
incorporating this Master Agreement and any other additional Participating Entity specific language or other
requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
z. Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district,
other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized
to enter into a Participating Addendum,that has executed a Participating Addendum.
aa. Participating State means a state that has executed a Participating Addendum.
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bb. Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide
marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms
and conditions of the Contractor's Master Agreement.A Partner may include, but is not limited to, an agent,
subcontractor,fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
cc. Peripherals means any hardware product that can be attached to, added within, or networked with personal
computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core
components of the system.
dd. Per Transaction Multiple Unit Discount means 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.
ee. Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing
Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP
throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
ff. Product means any equipment, software (including embedded software), documentation, service, or other
deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies
and services, and products and services are used interchangeably in these terms and conditions.
gg. Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district,
other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the
laws of some states if authorized by a Participating Addendum,that issues a Purchase Order under the terms of the
Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
hh. Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and
conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment
may be proposed under the band that most closely fits the equipment being proposed.
ii. Server means computer hardware 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. Servers may be either physical or virtual. Servers, including
server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software
preconfigured by the manufacturer, and include embedded networking components such as those found in blade
chassis systems.
jj_ Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and
optimization of products offered or supplied under the Master Agreement.These classifications of services may
include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration
(software or hardware components), asset management, recycling or disposal,training and certification, pre-
implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other
directly related technical support service required for the effective operation of a product offered or supplied.
Contractors may offer limited professional services related ONLY to the equipment and configuration of the
equipment purchased through the resulting contracts.
EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH
THEIR PARTICIPATING ADDENDUM.
kk. Software means,for the purposes of this Contract, commercial operating off the shelf machine-readable object
code instructions including microcode, firmware, and operating system software that meet the restrictions specified
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in Paragraph 5.a. "Software" applies to all parts of software and documentation, including new releases, updates,
and modifications of software.
II. Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including
SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract
mm. 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.
nn. Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets,
including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this
Contract.
oo. Takeback Program means the Contractor's process for accepting the return of equipment or other products at
the end of the product's life.
pp. Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a
server-based computing environment.
qq. Third Party Product is a good sold by the Contractor that is manufactured by another company.Third Party
Products are intended to enhance or supplement a Contractor's own product line, and are not intended to represent
more than a third of any Contractor's total sales under this Master Agreement.
rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
ss. Warranty means the Manufacturer's general warranty tied to the product at the time of purchase.
tt. Wide Area Network(WAN) is a data network that serves users across a broad geographic area and often uses
transmission devices provided by common carriers.
3. Term of the Master Agreement.
a. The initial term of this Master Agreement is for 2 years.This Master Agreement maybe extended beyond the
original contract period for 36 additional months at the Lead State's discretion and by mutual agreement and upon
review of requirements of Participating Entities, current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a
follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned
date of execution of the follow-on master agreement.This subsection shall not be deemed to limit the authority of a
Lead State under its state law otherwise to negotiate contract extensions.
4. Amendments.
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as
required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever
necessary to address changes in the terms and conditions, costs,timetable, or increased or decreased scope of work.
5. Participants and Scope.
a. Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or
provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador,
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Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial
government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and
crown corporations, may be eligible to use Contractor's Master Agreement. Canadian Participation. Subject to the
approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec,
Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest
Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community
colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown
corporations, may be eligible to use Contractor's Master Agreement.
b. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to
the Participating Entity and Contractor is executed.The NASPO ValuePoint Master Agreement Terms and Conditions
are applicable to any Order by a Participating Entity(and other Purchasing Entities covered by their Participating
Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By
way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements,
confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating
Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability
of funds may require specific language in some Participating Addenda in order to comply with applicable law.The
expectation is that these alterations, modifications, supplements, or amendments will be addressed in the
Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the
ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
c. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other
Participating 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.
d_ Obligations under this Master Agreement are limited to those Participating Entities who have signed a
Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other
entities permitted to participate may use an informal competitive process to determine which Master Agreements
to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who
are states are limited to the orders placed by the departments or other state agencies and institutions having
available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing
Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to
PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.
e. NASPO and NASPO ValuePoint are not parties to the Master Agreement.
f. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement
between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master
Agreement;Amendments; Participants and Scope;Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price
and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum,
subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is
located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate
through execution of a Participating Addendum is not a determination that procurement authority exists in the
Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating
Addendum.
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h. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or assignment of the
right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that
are deliverables).Absent any such condition or explicit permission,this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees
associated with inventory transactions with other governmental or nonprofit entities and consistent with a
Purchasing Entity's laws and regulations.Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
6. Individual Customers.
Except to the extent modified by a Participating Addendum, each Purchasing 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 right to
recover any costs as such right is defined 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 Contractor will apply
the charges and invoice each Purchasing Entity individually.
7. Independent Contractor.
The Contractor is an independent contractor. Contractor shall have no authorization, express or implied,to bind the
Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements,
liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein
or as expressly agreed in any Participating Addendum.
8. Contracting Personnel.
Contractor must provide adequate contracting personnel to assist states with the completing and processing
Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary
contact person for that Participating Entity.
9. Changes in Contractor Representation.
The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel managing the
Master Agreement in writing within 10 calendar days of the change.The Lead State reserves the right to approve
changes in key personnel, as identified in the Contractor's proposal. Such approval shall not be unreasonably withheld.
The Contractor agrees to propose replacement key personnel having substantially equal or better education,training,
and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal.
10. Contractor Verification.
The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in
the Master Agreement.The Contractor must ensure partners utilized in the performance of this contract adhere to all
the terms and conditions.The term Partner will be utilized in naming the relationship a Contractor has with another
company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner
may be approved for that state in the role identified by the Contractor.
11. Contractor Performance Meeting.
An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically
performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at
the Lead State's discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is
granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance
meeting.
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12. Laws and Regulations.
Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and
regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the
Office of the Minnesota Secretary of State.To the extent any purchase is subject to Federal Acquisition Regulations, as
may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating
Addendum terms that reflect such a requirement.
13. Price and Rate Guarantee Period.
All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial
Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as
offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum
discount or rate adjustment must include sufficient documentation supporting the request.Any adjustment or
amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive
adjustments to minimum discounts or rates will be allowed.
14. Premium Savings Package Program.
The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions,
Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary.The details and commitments of the PSP will be
detailed as a part of any request for Contractor to participate.
15. Services.
Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed
under that Participating Addendum.The Participating Addendum by each Participating Entity will address service
agreement terms and related travel.
16. Ordering.
a. Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips,
invoices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement
among companies having a Master Agreement on an "as needed" basis.This procedure may also be used when
requirements are aggregated or other firm commitments may be made to achieve reductions in pricing.This
procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies.The
Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a
quote.The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors
considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.
Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the
ordering of supplies or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document
under the law of the Purchasing Entity.
e. Orders maybe placed consistent with the terms of this Master Agreement during the term of the Master
Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
1. The service description or supplies being delivered;
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2. The place and requested time of delivery;
3. A billing address;
4. The name, phone number, and address of the Purchasing Entity representative;
5. The price per hour or other pricing elements consistent with this Master Agreement and the contractor's
proposal;
6. A ceiling amount of the order for services being ordered;
7. The Master Agreement identifier; and
8. Statement of Work, when applicable.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized
purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in
the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a
delivery date or performance period up to 120 days past the then-current termination date of this Master
Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current
applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to
perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.
Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master
Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity,task orders, or
other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after
the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery
order agreement.
17. Trade-In.
Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.
Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs
to be allowed under that Participating Addendum.Trade-in value shall not decrease the discounts offered through the
Master Agreement.
18. Shipping and Delivery.
a. The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested
with expedited shipping, the Contractor must provide a firm "not to exceed" price for the expedited shipping on the
quote. All deliveries shall be FOB Destination,freight pre-paid,with all transportation and handling charges paid by
the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and
acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects,fraud and Contractor's
warranty obligations.Any order for less than the specified amount is to be shipped with the freight prepaid and
added as a separate item on the invoice.Any portion of an Order to be shipped without transportation charges that
is back ordered shall be shipped without charge.
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b. Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.
Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility
of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing
Entity placing the Order.
c. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and
crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every
respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity's Purchase
Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as
outlined in the Participating Addendum of the Purchasing Entity.
19. Inspection and Acceptance.
a. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for
inspection and Acceptance,this section governs.This section is not intended to limit rights and remedies under the
applicable commercial code.
b. Acceptance. Purchasing Entity shall determine whether all Products and Services delivered meet the
Contractor's published 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 31st day after delivery of Product or completion
of Services. Failure to reject upon receipt, however, does not relieve the Contractor of liability for latent or hidden
material defects.Acceptance of such goods may be revoked in accordance with the provisions of the applicable
commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to
the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.The warranty
period shall begin upon Acceptance. If the parties agree to acceptance testing,the terms of subsection (c), below,
apply.
c. Acceptance Testing.The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable
and required for the purchase. "Acceptance Testing" means the process for ascertaining that the Product meets the
standard of performance prior to Acceptance by the Purchasing Entity.
1. The Acceptance Testing period shall be thirty(30) calendar days starting from the day after the Product is
delivered or, if installed,the day after the Product is installed and Contractor certifies that the Product is ready
for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of
Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis
until the standard of performance is met. Upon rejection,the Contractor will have fifteen (15) calendar days to
cure the standard of performance issue(s). If after the cure period,the Product still has not met the standard of
performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the
Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c)
continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.
2. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is
met. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not
relieve the Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden
defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in
accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting
expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and
returned, or for which Acceptance is revoked.The warranty period shall begin upon Acceptance.
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d. If any services do not conform to contract requirements,the Purchasing Entity may require the Contractor to
perform the services again in conformity with contract requirements, at no increase in Order amount. When defects
cannot be corrected by re-performance,the Purchasing Entity may require the Contractor to take necessary action
to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the
reduced value of services performed.
20. Title of Product.
a. Definitions. For purposes of this section, the following terms are defined as follows:
1. "Deliverables" means any reports, analyses, scripts, code, or other work results that Contractor delivers to
Purchasing Entity within the framework of fulfilling Contractor's obligations to Purchasing Entity.
2. "Equipment" means Contractor-branded hardware products.
3. "Proprietary Rights" means all patents, copyrights, trademarks,trade secrets, and other intellectual
property rights of a party.
b. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment
free and clear of all liens, encumbrances, or other security interests. Purchasing Entity's rights to use the software
delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different
terms have been agreed between the parties,the terms posted on www.dell.com/eula (the "EULA") shall apply.
Contractor's EULA must be made available to Purchasing Entities for review prior to negotiating a Participating
Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.
Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the
Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such
Equipment.
c. Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the
right to sublicense)the Deliverables provided by Contractor for Purchasing Entity's internal business and
governmental purposes, only and solely in accordance with the applicable service specification and subject to this
Master Agreement.The grant of this license is subject to Purchasing Entity's compliance with the terms of this
Master Agreement and Purchasing Entity's payment of applicable amounts due. Such license shall be perpetual
unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the
subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing
Entity's behalf, solely for Purchasing Entity's internal business or governmental purposes, and Purchasing Entity shall
be responsible for service provider's compliance with these restrictions.This section shall not affect a Purchasing
Entity's right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses
associated with such product,to another individual or entity as part of the Purchasing Entity's surplus program or
sale of used products to employees or former employees.
d. Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.
The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available
software; or(ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in
developing, using, or marketing services or products that are similar to the Deliverables or Professional Services
provided hereunder, any service, specification, or, subject to Contractor's confidentiality obligations to Purchasing
Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding
the previous, Contractor's use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to
Purchasing Entity approval.
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e. Any and all licensing, maintenance, cloud services, 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 terms of the Master Agreement as incorporated into the Participating
Addendum, and to the extent the terms are not in conflict with the Participating Entity's applicable laws. In the
event of a conflict in the terms and conditions,the conflict shall be resolved as detailed in the Order of Precedence
defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific
agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing
Entity, provided the contractual documents are duly executed in writing.
f. If(i) Contractor is or becomes aware of any infringement claim made against a third-party branded product
offered by Contractor through this Master Agreement, (ii)the third-party branded product is determined to infringe
upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third
party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this
Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.
21. Warranty.
The Contractor must ensure warranty service and maintenance for all equipment, including third party products
provided.The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party
products furnished through the Master Agreement.The Contractor shall provide the warranty service and maintenance
for equipment and all peripherals on the Master Agreement.
22. System Failure or Damage.
In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable
efforts to restore or assist in restoring the system to operational capacity.The Contractor 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.
23. Payment.
Payment after Acceptance 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 Contractor may assess overdue account charges up to a
maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is
specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision
"Purchasing Card" with no additional charge.
Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law,the tax
will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the
quote.
24. Leasing or Alternative Financing Methods.
Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of
software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master
Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive
process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP
evaluation process.
25. Contract Provisions for Orders Utilizing Federal Funds.
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity
Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or
certifications that must be satisfied at the time the Order is placed or upon delivery.These federal requirements may be
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proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed
under this Master Agreement.
26. Self Audit.
The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State.The audit will
sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.
For example: Up to 1,000 sales= 1 audit; 10,000 sales= 10 audits; Up to 100,000 sales = 100 audits.This will be a
random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported
to Lead State with actions to correct documented findings.
27. Assignment/Subcontracts.
a. Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior
written consent from the Lead State, such consent not to be unreasonably withheld.
b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this
Master Agreement without prior written consent from Contractor, except for assignment or delegation to a
Participating Entity State agency or eligible Purchasing Entity.The Lead State reserves the right to assign any rights
or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third
parties.
28. Insurance.
a. Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance
described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally
authorized to conduct business in the Lead State and in each Participating Entity's state and having a rating of A-,
Class VII or better, in the most recently published edition of A.M. Best's Insurance 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.
b. Coverage shall be written on an occurrence basis.The minimum acceptable limits shall be as indicated below:
1. Commercial General Liability covering premises operations, independent contractors, products and
completed operations, blanket contractual liability, personal injury (including death), advertising liability, and
property damage,with a limit of not less than $1 million per occurrence/$2 million general aggregate;
2. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty(30)
days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage;
provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such
cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements
described herein.
d. Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of
insurance showing the Contractor's general liability insurance policy or other documentary evidence acceptable to
the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of
cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's
liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and
noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights
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and Contractor's obligations are the same as those specified in the first sentence of this subsection except the
endorsement is provided to the applicable state.
e. During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and
Participating Entities evidence of coverage that meets the requirements of this Section and the applicable
Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of
request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's
termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any
Participating Addendum, or any Purchase Order.
29. Administrative Fees.
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-
quarter of one percent (0.25%or 0.0025) no later than sixty (60) days following the end of each calendar quarter.
The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and
services under the Master Agreement(less any charges for taxes or shipping).The NASPO ValuePoint Administrative
Fee is not negotiable.
b. The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales(less any
charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
c. Additionally, some states may require an additional fee be paid directly to the state only 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 Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for
these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity.All
such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the
Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
30. NASPO ValuePoint Reports
a. Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders
under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders
invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this
Master Agreement and the applicable Participating Addendum ("Sales Data").Timely and complete reporting of
Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to
the format, contents,frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable
notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive,
royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information
provided under this section.
b. Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative totals by state. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty(30) days following the end of the quarter. If Contractor has
no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
c. Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each Order all information required by
the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.
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Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to
NASPO ValuePoint for each calendar quarter no later than thirty(30) days following the end of the quarter. Detailed
Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint.The total
sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary
Sales Data.
d. Sales Data Crosswalks. Reserved.
e. Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an
executive summary that includes but is not limited to a list of states with an active Participating Addendum, states
with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and
issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
31. NASPO ValuePoint Cooperative Program Marketing,Training, and Performance Review.
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans
to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce
regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the
Master agreement and participating addendum process, and the manner in which qualifying entities can participate
in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to
provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the
agreement and confirmation that the Contractor's website has been updated to properly reflect the contract offer
as available in the Participating Entity.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum,to consider customer
proposed terms and conditions, as deemed important to the customer,for possible inclusion into the customer
agreement. Contractor will ensure that their sales force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead
State and NASPO ValuePoint, which may include a discussion of marketing action plans,target strategies, marketing
materials, as well as Contractor reporting and timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and
marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.
Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise
an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.
The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report
revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based
on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement.This
subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master
Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
g. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer
provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or
whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master
agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such
provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative
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purchasing program facilitating public procurement solicitations and agreements using a lead agency model.This
does not include contracts with any federal agency or any federal contract.
32. Right to Publish.
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the
public release of information that pertains to the potential work or activities covered by the Master Agreement.This
limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent
with any proposed and accepted marketing plan.The Contractor shall not make any representations of NASPO
ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master
Agreement for cause.
33. Records Administration and Audit.
a. 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
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 six(6)years following termination of this Agreement or final payment for any
order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required
by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance
hereunder.
b. Without limiting any other remedy available to any governmental entity,the Contractor shall reimburse the
applicable Lead State, Participating Entity, or Purchasing Entity for any 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.
c. The rights and obligations herein 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 to review compliance with
those obligations.
34. Indemnification
a. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state's Attorney General),
and hold harmless an Indemnified Party from any claims or causes of action, including attorney's fees,to the extent
arising from Contractor's intentional,willful, or negligent acts or omissions; actions that give rise to strict liability;
and actions arising from breach of contract or warranty.
"Indemnified Party" means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of
the Indemnified Party's sole negligence.This clause will not be construed to bar any legal remedies the Contractor
may have for the Indemnified Party's failure to fulfill its obligation under this Contract.
b. Intellectual Property Indemnification.
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1. In the event of any such claim by any third party against the Indemnified Party that Products, Software,
Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master
Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual
property rights ("Indemnified Claims"),the Indemnified Party shall promptly notify the Contractor.The
Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party's laws,
and hold harmless the Indemnified Party 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 Indemnified Party.
2. If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an
adverse ruling,the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using
such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify
such Products, Software,Services, or Deliverables to make them non-infringing without materially affecting their
utility or functionality; (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.
3. Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting
or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed
by, on behalf of, or at the direction of Contractor; (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) Contractor's compliance with Indemnified Party's
written specifications or directions, including the incorporation of any software or other materials or processes
provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is
contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which
Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and
resolution of such claim or action, unless the Indemnified Party's law requires approval for a third party to
defend the Indemnified Party and such approval is not received, and (c) Indemnified Party's cooperation with
Contractor in defending and resolving such claim or action.This Section states Indemnified Party's exclusive
remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or
elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.
35. Limitations of Liability
a. The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of
the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily
injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a
claim or demand based on patent, copyright, or other intellectual property infringement.
b. Contractor's liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12
months preceding the date of the dispute concerning any products and services, or$5,000,000, whichever is
greater.This limit on liability does not apply to claims for bodily injury or death or for intellectual property
infringement.
c. Contractor's obligations under this section shall not extend to any combination of the Product with any other
product, system or method, unless the Product, system or method is:
1. provided by the Contractor or the Contractor's subsidiaries or affiliates;
2. specified by the Contractor to work with the Product; or
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3. reasonably required, in order to use the Product in its intended manner, and the infringement could not
have been avoided by substituting another reasonably available product, system or method capable of
performing the same function; or
4. It would be reasonably expected to use the Product in combination with such product, system or method.
36. License of Pre-Existing Intellectual Property.
Intentionally deleted.
37. Assignment of Antitrust Rights.
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the
Contractor now has or which may accrue to the Contractor 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 in that state for the purpose of carrying
out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating
Entity's option,the right to control any such litigation on such claim for relief or cause of action.
38. Debarment.
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental
department or agency.This certification represents a recurring certification made at the time any Order is placed under
this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the
Lead State.
39. Governing Law and Venue.
a. The construction and effect of the Master Agreement after award shall be governed by the law of the state
serving as Lead State.The construction and effect of any Participating Addendum or Order against the Master
Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or
Purchasing Entity's State.
b. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state
serving as Lead State.Venue for any claim, dispute, or action concerning any Order placed against the Master
Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State.
c. If a claim is brought in a federal forum,then it must be brought and adjudicated solely and exclusively within the
United States District Court for(in decreasing order of priority):the Lead State for claims relating to contract
performance or administration if the Lead State is a party; a Participating State if a named party;the state where the
Participating Entity or Purchasing Entity is located if either is a named party.
40. Confidentiality, Non-Disclosure, and Injunctive Relief.
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a
Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity
or Purchasing Entity's clients.
1. Any and all information of any form that is marked as confidential by one party(the "originating party") and
is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the
"receiving party") in the performance of this Master Agreement, including, but not necessarily limited to (1) any
Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential
information of the originating party("Confidential Information").
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2. Any reports or other documents or items (including software)that result from the use of the Confidential
Information by the receiving party shall be treated in the same manner as the Confidential Information.
3. Confidential Information does not include information that(1) is or becomes (other than by disclosure by
the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar
to those imposed by this Master Agreement; (3) is rightfully in the receiving party's possession without the
obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from
a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the
written consent of the originating party or; (6) is independently developed by employees, agents or
subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry
standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market,transfer or otherwise dispose
of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes
whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
1. Each party shall advise each of its employees and agents of their obligations to keep Confidential
Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any Confidential Information.
2. Without limiting the generality of the foregoing,the receiving party shall advise the originating party, and
the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead
State if the originating party is a Participating Entity, immediately if the receiving party learns or has 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 the receiving party shall at its expense cooperate with advise the
originating party in seeking injunctive or other equitable relief in the name of either party against any such
person.
3. Except as directed by the originating party,the receiving party 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 or at the
originating party's request,the receiving party shall turn over to the originating party all documents, papers, and
other matter in the receiving party's possession that embody Confidential Information.
4. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary
for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity
may retain Confidential Information to the extent and for the duration required by applicable law.
c. Injunctive Relief. Each party acknowledges that the other party's breach of this section, including disclosure of
any Confidential Information,will cause irreparable injury to originating party that is inadequately compensable in
damages. Accordingly,the originating 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. Contractor
acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate
business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law.These provisions shall be applicable only to extent they are not in conflict with the
applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the
cooperative's Confidential Information, defined to include Participating Addenda, as well as Orders or transaction
data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item
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descriptions and volumes, and prices/rates.This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to
Paragraph 33 of Exhibit A.To the extent permitted by law, Contractor shall notify the Lead State of the identity of
any entity seeking access to the Confidential Information described in this subsection.
41. Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State's public
information laws.
42. Cancellation.
Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60
days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its
participation upon 30 days written notice, unless otherwise stated in the 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 Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in
association with any Order, and requirements for records administration and audit. Cancellation of the Master
Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.
43. Force Majeure.
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually
severe weather, other acts of God, or war which are beyond that party's reasonable control.The Lead State may
terminate this Master Agreement after determining such delay or default will reasonably prevent successful
performance of the Master Agreement.
44. Defaults and Remedies.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
1. Nonperformance of contractual requirements; or
2. A material breach of this Master Agreement; or
3. Any certification, representation or warranty by Contractor in response to the RFP or in this Master
Agreement that proves to be untrue or materially misleading; or
4. Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by
or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property,
which is not vacated or fully stayed within thirty(30) calendar days after the institution or occurrence thereof;
or
5. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which
Contractor 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 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 Contractor's liability for damages,
including liquidated damages to the extent provided for under this Master Agreement.The Lead State may
immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
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c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the
written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead
State shall have the right to exercise any or all of the following remedies:
1. Exercise any remedy provided by law; and
2. Terminate this Master Agreement and any related contracts or portions thereof; and
3. Impose liquidated damages as provided in this Master Agreement; and
4. Suspend Contractor from being able to respond to future bid solicitations; and
5. Suspend Contractor's performance; and
6. Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, 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 shall 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.
45. Waiver of Breach.
Failure of the Lead State, 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, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any
default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect
to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or
Purchase Order 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, Participating Addendum, or Purchase
Order.
46. 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 or electronic 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:
Elizabeth Randa,Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
elizabeth.randa@state.mn.us
47. No Waiver of Sovereign Immunity.
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued
thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense
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or immunity,whether sovereign immunity,governmental immunity, immunity based on the Eleventh Amendment to
the Constitution of the United States or otherwise,from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has
appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court.This
section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and
immunity based on the Eleventh Amendment to the Constitution of the United States.
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Exhibit B: Minnesota Terms and Conditions
1. Change Requests.
The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered
within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review
process.The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B.The
Contractor shall evaluate and recommend products for which agencies have an expressed need.The Lead State shall
require the Contractor 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 Contractor 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 amendment.The
Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be
added to the Master Agreement without the Lead State's prior approval.
2. Product and Service Schedule(PSS).
a. Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and
maintain a complete listing of all products and services offered under the Master Agreement.The PSS must conform
to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity
based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education.These bundles can be included
in the response to the PSS.
b. Maintaining the PSS.
1. In General.Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the
PSS to make model changes, add new products or services, or remove obsolete or discontinued products or
services.Any updates to the PSS must conform to the Master Agreement requirements, including the scope of
the Master Agreement and contracted minimum discounts.
2. Process. Contractor must provide notification to the Lead State of any changes to their PSS using the
attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor's request to make model changes, add their own
manufactured products, or remove discontinued or obsolete products or services, and Contractor does not
need the Lead State's approval prior to posting an updated PSS.
b) The Lead State must approve Contractor's request to add new third party manufacturers to Contractor's
PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment,
Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead
State's approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint
website.
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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint,the
Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
3. Purchase Orders.
There will be no minimum order requirements or charges to process an individual purchase order.The Participating
Addendum 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.
4. Risk of Loss or Damage.
The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of
transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
5. Payment Card Industry Data Security Standard and Cardholder Information Security.
Contractor 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,
Contractor'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 Contractor'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. Contractor 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 Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review
of Contractor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order
to validate compliance with PCIDSS.
6. Foreign Outsourcing of Work.
Upon request, the Contractor is required to provide information regarding the location of where services, data storage,
and location of data processing under the Master Agreement will be performed.
7. State Audits (Minn. Stat. § 16C.05, subd. 5).
The books, records, documents, and accounting procedures and practices of the Contractor or other party,that are
relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the
Lead State's Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master
Agreement or transaction.The Lead State reserves the right to authorize delegate(s)to audit this Master Agreement and
transactions.
8. Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).
If the value of this Contract, including all extensions, is$50,000 or more, Contractor certifies it does not engage in and
has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel,
when making decisions related to the operation of the contractor's business. For purposes of this section,
"discrimination" includes but is not limited to engaging in refusals to deal,terminating business activities, or other
actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel,when
such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not
based on a valid business reason.
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9. Human Rights/Affirmative Action.
The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and
Minn. R. 5000.3400 to 5000.3600.
a. Covered Contracts and Contractors. If the Contract exceeds$100,000 and the Contractor employed more than
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,then the Contractor must comply with the requirements of Minn. Stat. § 363A.36
and Minn. R. 5000.3400-5000.3600.
b. 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 contractor'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.
c. Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative
action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor 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 Contractor 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 Contractor 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 Contractor'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 Contractor 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 Contractor'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 Contractor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Contractor 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.
d. Consequences.The consequences of a Contractor'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
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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.
e. Certification. The Contractor 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.
10. Equal Pay Certification.
If required by Minn. Stat. §363A.44,the Contractor must have a current Equal Pay Certificate prior to Contract
execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-
apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized
Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt,
the Lead State may require Contractor to verify its exempt status.
11. Americans with Disabilities Act(ADA).
Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities
Act (ADA).The Contractor's catalog and other marketing materials utilized to offer products under the Master
Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these
requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA
requirements.
12. Nonvisual Access Standards.
Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access
standards:
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.
13. Accessibility Standards.
Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT
Accessibility Standard effective September 1, 2010.The standard entails, in part,the Web Content Accessibility
Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation,training
delivered in electronic formats (including, but not limited to, documents,videos, and webinars), among others.As
upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to
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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned
accessibility Standards,the Contractor agrees to provide alternative solutions upon request at no additional charge to
the State.
When updates or upgrades are made to the products or services available through this Contract,the Contractor agrees
to document how the changes will impact or improve the product's or service's accessibility and usability.This
documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed
upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan
from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards
and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of
Contractor's Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the
product or service's accessibility or usability as planned, the failure to comply with this requirement may be cause for
contract cancellation or for the Lead State to consider the Contractor in default.
14. Conflict Minerals.
Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the
Dodd-Frank Wall Street Reform and Consumer Protection Act(Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838
http://www.sec.gov/news/press/2012/2012-163.htm
15. Hazardous Substances.
To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful
physical agents or infectious agents as set forth in applicable state and federal laws and regulations,the Contractor must
provide Material Safety Data Sheets regarding those substances.A copy must be included with each delivery.
16. Copyrighted Material Waiver.
The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies
and local units of government to access the responses, including but not limited to 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 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.
17. Publicity.
The Contractor shall make no representations of the State's opinion or position as to the quality or effectiveness of the
products or services that are the subject of the Master Agreement without the prior written consent of the State's
Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not
limited to advertisements, notices, press releases, reports, signs, and similar public notices.
18. 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
pa rty.
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19. 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. the Contractor is unable or potentially unable to render impartial assistance or advice to the State;
b. the Contractor's objectivity in performing the work is or might be otherwise impaired; or
c. the Contractor has an unfair competitive advantage.
The Contractor 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 Lead State's Department of Administration's Office of
State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or
mitigate such conflicts. If an organizational conflict of interest is determined to exist,the Lead State may, at its
discretion, cancel the Master Agreement. In the event the Contractor 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 Lead 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," "Contractor," "Master Agreement", "Master
Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights.
20. Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion
a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered
Transactions. Instructions for certification:
1. By signing and submitting this proposal,the prospective lower tier participant [responder] is providing the
certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is 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 debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to whom this
proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification
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.
5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract
equal to or exceeding$25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4,
debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
unless authorized by the department or agency with which this transaction originated.
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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 all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower
tier covered transaction that it is not proposed for debarment under 48 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 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.
21. Government Data Practices.
The Contractor 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 Contractor and all data provided to the Lead State by
the Contractor. In addition,the Minnesota Government Data Practices Act applies to all data created, collected,
received, stored, used, maintained, or disseminated by the Contractor 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 Contractor receives a request to release the data referred to in this article,the Contractor must
immediately notify the Lead State. The Lead State will give the Contractor 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 Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, 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
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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 Contractor subcontracts any or all of the work to be performed under the Master Agreement,the Contractor
shall retain responsibility under the terms of this article for such work.
22. Survivability.
Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and
resulting Master Agreement.These rights and duties include but are not limited to paragraphs: Indemnification;
Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and
Administrative Fees.
23. Severability.
If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal,
unenforceable, or void, then both the Lead State and the Contractor 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.
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Exhibit C: Requirements
1. Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. "Re-branding" a
product that is manufactured by another company does not meet this requirement. If the Contractor ceases production,
sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of
the Master Agreement the Lead State reserves the right to terminate the Contractor's Master Agreement.
2. Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.
The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products
furnished through the Master Agreement.The Contractor shall provide the warranty service and maintenance for
equipment and all peripherals on the Master Agreement.
3. Website.
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor's
Master Agreement website must offer twenty-four(24) hours per day, seven (7) days per week availability, except for
regularly scheduled maintenance times. The website must be separate from the Contractor's commercially available
(i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without
written approval from the Lead State
a. Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education)
• Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can
be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5.
• Contact information for order placement, service concerns (warranty and maintenance), problem
reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT,
Energy Star, etc.
b. Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product)
• List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor 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
Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website,
Contractor may not make material changes to the website without notifying the Lead State through the ARF process and
receiving written approval of the changes.
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DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
4. Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold
through this Contract on their website. Contractor must provide these certifications and registrations for specific
products to Participating Entities upon request.
5. EPEAT Registration.
Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement
must have achieved a minimum EPEAT Bronze registration.This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration.The
Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition
of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC's letterhead confirming that the verification process is
underway; or
• A copy of Contractor's GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor's
CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove
the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must
remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the
Master Agreement.
6. Third-Party Products.
Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the
warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through
from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota
NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for
third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third
party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party
Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor's own product line, and are not intended to
represent more than a third of Contractor's total sales under this Master Agreement.The Lead State may limit the sale
of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party
Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such
limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of
the Master Agreement.
7. Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty
service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must
make available a list of approved partners for each Participating Entity. Participating Entities must approve specific
Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity
may be deployed.The Participating Entity will define the process to add and remove partners in their Participating
Addendum.
8. 2019 National Defense Authorization Act,Section 889(f)(3).
Under the 2019 National Defense Authorization Act, Section 889(f)(3),the US military is prohibited from purchasing
video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are
Page 37 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
not subject to this act,there is increasing concern for the security of state data. Contractor certifies for the term of this
Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of
access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's
Products do not contain, include, or utilize components or services supplied by any entity subject to the same.
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under
Section 889 of the National Defense Authorization Act, as amended.
Page 38 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
Page 39 of 47
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule
NASPO VoluePoint Computer Equipment(2023-2028)
CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 -Third Party Product Minimum Discount 5.5%
2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 -Third Party Product Minimum Discount 5.5%
3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 -Third Party Product Minimum Discount 5.5%
S-1 Standalone Services 4.0%
S-2 lWarranty Services 4.0%
S-3 ITraining and Other Professional Services 4.0%
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website
(Windows,Band 1: Personal Computer Equipment •
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 113-1 Desktops -Alienware, Inspiron, Vostro, XPS 0.5%
1 113-2 Notebooks -Alienware, Inspiron, Vostro, XPS 2.5%
1 113-3 Projectors/Monitors/Other Electronics 2.5%
1 113-4 Displays 2.5%
1 113-5 Imaging 2.5%
1 113-6 Dell Branded - Printer accessories, parts, and toner 1.5%
1 113-7 Spare Parts related to Band 1 0.5%
1 113-8 Customer Kits 15.0%
1 113-9 Ready to Ship configurations 4.0%
1 1T Band 1-Third Party Product Minimum Discount 5.5%
1 1T-1 Selected Third Party- Software and Peripherals 0.5,Band 2: Personal Computer Equipment %
. . •
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 213-1 Commercial Chromebooks 15.0%
2 213-2 Consumer Chromebooks 15.0%
2 213-3 Projectors/Monitors/Other Electronics 2.5%
2 213-4 Displays 2.5%
2 213-5 Imaging 2.5%
2 213-6 Dell Branded - Printer accessories, parts, and toner 1.5%
2 213-7 Spare Parts related to Band 2 0.5%
2 213-8 Customer Kits 15.0%
2 213-9 Ready to Ship configurations 4.0%
2 2T Band 2-Third Party Product Minimum Discount 5.5%
2 2T-1 Selected Third Party-Software and Peripherals (Non-discountable) 0.5.Band 3:Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 313-1 Spare Parts related to Band 3 0.5%
3 313-2 Customer Kits 15.0%
3 3T Band 3-Third Party Product Minimum Discount 5.5%
3 3T-1 Selected Third Party-Software and Peripherals 0.5%
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
1. Per Transaction Multiple Unit Discount(s)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order
or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a
cooperative purchase.
Min $Single Transaction Max$Single Transaction Per Transaction Multiple Unit
Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products,
services, and special promotional offers
2. Cumulative Discount(s)
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative
purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
Threshold Discount Level
Up to 213 0.0%
$213 to $413 1.0%
$413 to $66 2.0%
$613 to $813 3.0%
$813 to $10B 4.0%
Greater than $1013 5.0%
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special
promotional offers
3. Other Discount(s)
none
1. Per Transaction Multiple Unit Discount(s)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order
or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a
cooperative purchase.
Min $Single Transaction Max$Single Transaction Per Transaction Multiple Unit
Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products,
services, and special promotional offers.
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Volume-Based Discounts
2. Cumulative Discount(s)
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative
purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
Columnl Discount Level
Up to 213 0.0%
$213 to $46 1.0%
$413 to $613 2.0%
$613 to $86 3.0%
$813 to $1013 4.0%
Greater than $10B 5.0%
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special
promotional offers.
3. Other Discount(s)
Additional discount(s)available.
none
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Each Purchasing Entity will determine if and how services will be offered in the Participating
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS') payment solutions offer flexible end-of term options designed to suit each entity's
unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential
useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or
annually.
DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury
notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest
rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule
has commenced, the rate remains constant for the term of the schedule.
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
in 30
in 15, Net 30
in 10, Net 30
X Net 30
Other(specify):
DocuSign Envelope ID: F019BE07-AEFO-4A14-B979-8BB85953FE52
Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer's rights to use the Software delivered by Supplier are governed by the terms of the
applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms
posted on www.dell.com/eula (the "EULA") shall apply. Supplier will provide a hard copy of the applicable terms
upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required
to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use
solely on such Equipment.
• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at
www.dell.com/returnspolicy.
• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited
warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorpl/terms-of-sale-commercial-
and-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the
specific Equipment.
• Product-and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in
the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made
available through the then-current Supplier website for product-or service-specific terms, currently located at
www.delLcom/offeringspecificterms. Such standard descriptions are from time to time referred to as "Service
Description(s)", "Product Notices" or "Service Briefs."The version of the applicable document that is effective as
of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of
customized Professional Services not covered by such a standard description shall be documented in a mutually
agreed Statement of Work("SOW").
These Contractor terms and conditions are being provided for informational purposes only.They are intended to be
negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a
Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are
expressly accepted in writing,terms in the following document(s)that derogate the application to a Purchasing Entity of
a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.
Page 47 of 47
Dell Customer Communication-Confidential
Washington State Department of
Enterprise Services
PARTICIPATING ADDENDUM
NASPO VALUEPOINT
COMPUTER EQUIPMENT, PERIPHERALS&RELATED SERVICES
Administered by the State of Minnesota (hereinafter "Lead State")
COOPERATIVE PURCHASING MASTER AGREEMENT
Master Agreement No: 23026
Dell Marketing L.P.
(hereinafter "Contractor")
and
State of Washington
(hereinafter "Participating State")
WASHINGTON CONTRACT NO.: 05820
This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is
made and entered into by and between the State of Washington acting by and through the Department
of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Dell
Marketing L.P., a Texas Limited Partnership ("Contractor") and is dated and effective as of February 01,
2024 or the date of last signature, whichever is later. This Participating Addendum shall terminate upon
the expiration or the termination of the Master Agreement, as amended, unless the Participating
Addendum is terminated sooner in accordance with the terms set forth herein.
RECITALS
A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on
behalf of the State of Washington, is authorized to participate in cooperative purchasing
agreements to develop master agreements to procure goods and/or services and to make
such competitively solicited and awarded contracts available to Washington state
agencies and designated eligible purchasers consistent with terms and conditions set
forth by Enterprise Services.
B. Enterprise Services timely provided public notice of the competitive solicitation process
conducted by the above-referenced lead state through Washington's Electronic Business
Solutions (WEBS) system.
C. The above-referenced Lead State,as part of its competitive solicitation process,evaluated
all responses to its procurement and identified Contractor as an apparent successful
bidder and awarded a Master Agreement to Contractor.
D. Enterprise Services has determined that participating in this Master Agreement is in the
best interest of the State of Washington.
PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 1
(Rev.2022-09-06)
Dell Customer Communication-Confidential
E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined
herein, to utilize the Master Agreement as conditioned by this Participating Addendum.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the
parties hereto hereby agree as follows:
1. SCOPE: This Participating Addendum covers the competitive procurement for Computer Equipment,
Peripherals& Related Services led by the State of Minnesota for use by state agencies and other
entities located in the Participating State authorized by that state's statutes to utilize state contracts
with the prior approval of the State's chief procurement official. Except as otherwise stated herein,
this Participating Addendum incorporates the scope, pricing, and terms and conditions, including
the terms of Exhibit E, of the Master Agreement and the rights and obligations set forth therein as
applied to the Contractor and Participating Entity and Purchasing Entities.
AWARDED BANDS:
Band 1, Personal Computer Devises—Windows Operating Systems
Band 2, Personal Computer Devises—Non-Windows Operating Systems
Band 3, Servers and Storage
2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's 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. Pursuant to this Participating Addendum,the Master Agreement maybe utilized
by the following ("Purchasing Entities" or"Purchasers"):
(a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions,
boards, and commissions.
(b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific
institutions of higher education in Washington:
(a) State universities—i.e., University of Washington &Washington State University;
(b) Regional universities — i.e., Central Washington University, Eastern Washington
University, &Western Washington University
(c) Evergreen State College;
(d) Community colleges; and
(e) Technical colleges.
(C) CONTRACT USAGE AGREEMENT PARTIES. The Participating Addendum also may be utilized by any
of the following types of entities that have executed a Contract Usage Agreement(CUA) with
Enterprise Services:
By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by
the terms and conditions of this Participating Addendum, including the Master Agreement. Each
Purchasing Entity shall be responsible for its compliance with such terms and conditions.
3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 2
(Rev.2022-09-06)
Dell Customer Communication-Confidential
3.1. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of
execution of this Participating Addendum, Contractor shall register in the Washington State
Department of Enterprise Services' Electronic Business Solutions (WEBS) System at WEBS.
Contractor shall ensure that all of its information therein is current and accurate and that,
throughout the term of the Master Agreement, Contractor shall endeavor to maintain an
accurate profile in WEBS.
3.2. WASHINGTON'SSTATEWIDE PAYEE DESK: To be paid for contract sales,Contractors must register
with Washington's Statewide Payee Desk. Washington state agencies cannot make
payments to a contractor until it is registered. Registration materials are available here:
Receiving Payment from the State.
3.3. CONTRACT SALES REPORTING: Contractor shall report total contract sales quarterly to
Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services'
Contract Sales Reporting System. Enterprise Services will provide Contractor with a
login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity that made a
purchase in that quarter by name 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). Reporting is based on invoiced/shipped date and
Contractor's contract code. Upon request, within a commercially reasonable time
Contractor shall provide contact information for all authorized Purchasing Entities
specified herein during the term of this Participating Addendum. Refer sales reporting
questions to the Primary Contact set forth below. If there are no contract sales during
the reporting period, Contractor must report zero sales.
(c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter:
FOR SALES MADE IN CONTRACT SALES REPORT
QUARTER CALENDAR QUARTER ENDING
DUE BY PAST DUE
1 January 1—March 31 April 30 May 1
2 April 1—June 30 July 31 August 1
3 July 1—September 30 October 31 November 1
4 October 1—December 31 January 31 February 1
3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management
fee ("VMF") of 1.25 percent on the purchase price for all contract sales (the purchase price
is the total invoice price less applicable sales tax)authorized by this Participating Addendum.
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services =Total contract sales invoiced (not
including sales tax)x .01250.
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be
PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 3
(Rev.2022-09-06)
Dell Customer Communication-Confidential
shown as a separate line item on any invoice unless specifically requested and
approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
by Contractor. Contractor shall not remit payment until it receives an invoice from
Enterprise Services. Contractor's VMF payment to Enterprise Services must reference
the following:
■ DES Invoice number associated with payment
■ This Washington Contract No.: 05820
■ The NASPO Master Agreement No.: 23026
■ The year and quarter for which the VMF is being remitted, and
■ Contractor's name as set forth in this Contract, if not already included on the
face of the check.
(d) Contractor's failure accurately and timely to report total net sales, to submit timely
usage reports, or to remit timely payment of the VMF to Enterprise Services, may be
cause for Enterprise Services to suspend or terminate this Participating Addendum or
exercise any other remedies as provided by law. Enterprise services will provide a
minimum of thirty (30) days notice in writing and an opportunity to cure any alleged
deficiency under this subsection.The Parties may agree to extend the cure period for
a reasonable time to beyond thirty(30) days.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice,
to increase, reduce, or eliminate the VMF for subsequent purchases.
(f) Any effect to pricing based on a change to VMF will be determined upon mutual
agreement between Participating Entity and Contractor at time of VMF change. Any
agreement will be documented by an executed Amendment to the Participating
Addendum.
3.5.NONDISCRIMINATION.
(a) NONDISCRIMINATION REQUIREMENT. During the term of this Participating
Addendum, Contractor, including any subcontractor, shall not
discriminate on the bases enumerated at RCW 49.60.530(3). In
addition, Contractor, including any subcontractor, shall give written
notice of this nondiscrimination requirement to any labor
organizations with which Contractor, or subcontractor, has a
collective bargaining or other agreement.
(b) OBLIGATION TO COOPERATE. Contractor, including any subcontractor,
shall cooperate and comply with any Washington state agency
investigation regarding any allegation that Contractor, including any
subcontractor, has engaged in discrimination prohibited by this
Participating Addendum pursuant to RCW 49.60.530(3).
(c) DEFAULT. Notwithstanding any provision to the contrary, Enterprise
Services may suspend Contractor, including any subcontractor, upon
notice of a failure to participate and cooperate with any state agency
investigation into alleged discrimination prohibited by this
Participating Addendum, pursuant to RCW 49.60.530(3). Any such
suspension will remain in place until Enterprise Services receives
PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 4
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Dell Customer Communication-Confidential
notification that Contractor, including any subcontractor, is
cooperating with the investigating state agency. In the event
Contractor, or subcontractor, is determined to have engaged in
discrimination identified at RCW 49.60.530(3), Enterprise Services
may terminate this Participating Addendum in whole or in part, and
Contractor, subcontractor, or both, may be referred for debarment
as provided in RCW 39.26.200. Contractor or subcontractor will be
given a reasonable time in which to cure this noncompliance,
including implementing conditions consistent with any court-ordered
injunctive relief or settlement agreement.
(d) REMEDIES FOR BREACH. Notwithstanding any provision to the contrary,
in the event of termination or suspension for engaging in
discrimination, Contractor, subcontractor, or both, shall be liable for
damages as authorized by law, which damages are distinct from any
penalties imposed under Chapter 49.60, RCW. .
3.6. CONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes each of the following
representations and warranties as of the effective date of this Participating Addendum and
at the time any order is placed pursuant to the Contract. If, at the time of any such order,
Contractor cannot make such representations and warranties, Contractor shall not process
any orders and shall, within three (3) business days notify Enterprise Services, in writing, of
such breach.
(a) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this
Contract and the three (3) year period immediately preceding the award of the
Contract,it is not determined, by a final and binding citation and notice of assessment
issued by the Washington Department of Labor and Industries or through a civil
judgment entered by a court of limited or general jurisdiction,to be in willful violation
of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or
49.52.
(b) CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all
applicable requirements regarding civil rights. Such requirements prohibit
discrimination against individuals based on their status as protected veterans or
individuals with disabilities, and prohibit discrimination against all individuals based
on their race, color, religion, sex, sexual orientation, gender identity, or national
origin.
(c) EXECUTIVE ORDER 18-03 — WORKERS' RIGHTS (MANDATORY INDIVIDUAL ARBITRATION).
Contractor represents and warrants that Contractor does NOT require its employees,
as a condition of employment, to sign or agree to mandatory individual arbitration
clauses or class or collective action waivers. Contractor further represents and
warrants that, during the term of this Participation Agreement, Contractor shall not,
as a condition of employment, require its employees to sign or agree to mandatory
individual arbitration clauses or class or collective action waivers.
(d) OCIO POLICY&SECURITY COMPLIANCE: Contractor represents and warrants, that to the
extent the following applies to products provided under this Participating Addendum,
that Contractor shall use commercially reasonable efforts to provide applicable
supporting documentation and assist the Purchasing Entities with verifying that the
products comply with the Washington Office of the Chief Information Officer (OCIO)
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statewide information technology policies and other local information technology
polices as applicable to the Purchasing Entity. Policies applicable to the Washington
State Agencies are located on the OCIO website at https://ocio.wa.gov//policies.
Prior to final execution of a Washington State Agency's Order with a Contractor, the
Contractor's Solution(s) may be subject to a Security Design Review performed by
Washington Consolidated Technology Services to ensure compliance with the State
security policies.
(e) GREEN/SUSTAINABLE. Contractor represents and warrants that Contractor shall
endeavor to supply and delivery goods in alignment with the State of Washington's
green/sustainability strategy which, at a minimum is designed to minimize the use of
unnecessary product packaging, reduce the use of toxic chemicals, and offer
Purchasers, where practicable, 'green products' that provide equivalent
performance.Accordingly,Contractor should review the below list of applicable state
policies and standards and use commercially reasonable efforts to meet these
requirements when supplying goods and services under this Participating Addendum:
1. APPLICABLE POLICIES
a. Electronic Products Recycling Program. To the extent applicable to
Contactor, Contractor shall adhere to Washington State's Electronic
Products Recycling Program and its requirements to both manufacturers
and retailers of electronic equipment, per E-Cycle WA,70A.500 RCW,and
173-900 WAC.
2. PROHIBITED MATERIALS
a. Expanded polystyrene.To the extent applicable to Contractor,Contractor
shall adhere to Washington State Department of Ecology's ban on
expanded polystyrene void filling packaging (packing peanuts). This will
expand to additional expanded polystyrene products July 1, 2024.
3. PROCUREMENT PRIORITIES
a. Nonmercury-Added Products. State Agencies and institutions of higher
education are directed to purchase products that contain no mercury or
the least amount of mercury-added compounds or components where
commercially available and economically feasible.
b. Electronics Products Purchasing Preference. State Agencies and institutions
of higher education are directed to purchase applicable electronics (e.g.,
servers,computers and displays,imaging equipment,mobile phones,and
televisions)with an EPEAT Registry listing at the Bronze level or higher,or
products that meet another environmental standard that reduces the use
of hazardous substances.
c. Recycled Product Procurement. State Agencies and institutions of higher
education are directed to purchase printer models that will efficiently
utilize one hundred percent recycled content white cut sheet bond paper.
3.7. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with
applicable law. Prior to making any sales hereunder, if Contractor is not already registered,
Contractor shall register to conduct business in the State of Washington and promptly
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acquire and maintain all necessary licenses and registrations and pay all applicable taxes
and fees. In addition, for all sales to Purchasers in the State of Washington, if Contractor
does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the
applicable state and local sales tax on all invoices.
3.8. CONTRACTOR'S SALES AUTHORITY;PURCHASE ORDERS;&INVOICES:
(a) CONTRACTOR'S SALES AUTHORITY. Pursuant to this Participating Addendum,
Contractor is authorized to provide only those goods/services set forth in the
Master Agreement as conditioned by this Participating Addendum. Contractor
shall not represent to any Purchaser hereunder that it has any authority to sell
any other materials, supplies, services and/or equipment.
(b) INVOICES. 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 include the:
■ Washington Contract Number 05820;
■ Lead State Master Agreement Number 23026;
■ Contractor's statewide vendor registration number assigned by
the Washington State Office of Financial Management (OFM);
■ Applicable Purchaser's order number; and
■ The applicable volume discounts.
3.8.TERMINATION; EXPIRATION; SUSPENSION; & REMEDIES.
(a) TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW.
Enterprise Services may suspend or terminate this Participating Addendum and
Purchasers may suspend or terminate applicable Purchase Orders, in whole or in part, at
the sole discretion of Enterprise Services or, as applicable, Purchaser, if Enterprise
Services or, as applicable, Purchaser reasonably determines that: (a) a change in Federal
or State legislation or applicable laws materially affects the ability of either party to
perform under the terms of this Participating Addendum or applicable Purchase Order;
or (b) that a change in available funds affects Purchaser's ability to pay under the
applicable Purchase Order. A change of available funds as used in this section includes,
but is not limited to a change in Federal or State funding, whether as a result of a
legislative act or by order of the President or the Governor. If a written notice is delivered
under this provision, Purchaser will reimburse Contractor for Goods properly ordered
and/or Services properly performed until the effective date of said notice. Except as
stated in this provision, in the event of termination for nonappropriation or reduction of
funds or changes in law, Purchaser will have no obligation or liability to Contractor for
payment of terminated Purchase Orders.
(b) TERMINATON FOR CONVENIENCE: Purchasing Entity may, upon 30 days written
notice, terminate an Order, in whole or in part. If an Order is so terminated, the
Purchasing Entity shall be liable only for payment for Services rendered prior to the
effective date of termination.
(c) NO AUTOMATIC RENEWAL: Orders placed under the Master Agreement and this
Participating Agreement, including Statements of Work, shall not automatically renew.
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Upon the completion of Services provided under a Statement of Work, the Order shall
terminate and, unless the Purchasing Entity has agreed in writing to extend the Services,
the parties will have no further obligations to each other under the Master Agreement
and this Participating Addendum.
(d) PURCHASER OBLIGATIONS — EXPIRATION. Upon expiration of this Participating
Addendum,Purchaser shall accept and take delivery of all outstanding and not yet fulfilled
Purchase Orders and pay Contractor the price as set out in the Master Agreement.
Notwithstanding any provision to the contrary, in no event shall a Purchaser's Purchase
Order pursuant to this Participating Addendum that is executed prior to expiration of this
Participating Addendum allow for Contractor to provide Goods and/or Services more than
twelve (12) months beyond the expiration date of the Master Agreement.
(e) CONTRACTOR OBLIGATIONS — EXPIRATION OR TERMINATION. Upon expiration or
termination of this Participating Addendum, Contractor shall: (a) continue to fulfill its
warranty obligations with respect to any Goods and/or Services sold hereunder and all
provisions of the Participating Addendum that, by their nature, would continue beyond
the expiration, termination, or cancellation of the Participating Addendum shall so
continue and survive; and (b) promptly return to Purchaser all keys, badges, and other
materials supplied by Purchaser for the performance of any Purchase Order entered into
pursuant to this Participating Addendum.
4. LEASE AGREEMENTS: Any Purchaser that desires to lease equipment pursuant to the Master Agreement,
must have the independent authority to do so. State agencies and institutions of public higher
education are not authorized to lease equipment pursuant to the Master Agreement and should
consult with DES Technology Leasing.
Leasing is allowed under this Participating Addendum pursuant to the attached Dell
Financial Services L. L. C. ("DFS") Master Lease Agreement ("MLA" and attached hereto as
Attachment 1) or a separately negotiated DFS Master Lease Agreement between DFS and
eligible Purchasing Entity under this Participating Addendum. If this Participating
Addendum does not contain lease terms and conditions, Purchasing Entity under this
Participating Addendum who is authorized to enter into lease agreements under applicable
law may do so under a separate lease agreement for hardware, software and services
obtained under this Participating Addendum with DFS. In the event of a conflict between
the terms of the MLA and any corresponding lease schedule ("Schedule")thereunder and
the Master Agreement and this Participating Addendum, and as it relates to the leasing and
financing of products under a duly executed MLA with DFS only,the terms of the MLA and
Schedule will govern. In the event eligible Purchasing Entity issues a purchase order to DFS
for hardware, software or services being financed under an MLA and Schedule with DFS, any
pre-printed terms on such purchase order are expressly rejected by DFS and are prohibited
from being incorporated into the MLA or any corresponding Schedule and shall be void and
of no effect. Any assignment by a Participating Entity of its purchase order to a third-party
financing company (other than and specifically excluding DFS) must be approved in advance
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and in writing by Contractor, and in no case shall any such approval excuse a Participate
Entity from its obligations thereunder.
5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or
their named successors):
Participating State Contractor
Attn: Leilani Konecny Attn: Ashley Salinas, SLED Contract
State of Washington Program Manager
Washington Dept. of Enterprise Services Dell Marketing L.P.
PO Box 41411 One Dell Way
Olympia, WA 98504-1411 Round Rock,TX 78682
Tel: (360)407-8249 Tel: (512)542-1237
Email: leilani.konecny@des.wa.gov Email:A.Salinas@dell.com and for
CC: DESContractsTeamCvpress@des.wa.gov Legal Noticed:
Dell Legal Notices(@Dell.com
6. SUBCONTRACTORS: Subcontractors, referred to in the Master Agreement in part as Partners, are not
authorized to accept payment directly from Purchasers. Contractor shall not subcontract, assign, or
otherwise transfer its obligations under this Participating Addendum without Enterprise Services' prior
written consent. Violation of this condition shall constitute a material breach establishing grounds for
termination of this Participating Addendum.
(a) SUBCONTRACTOR AUTHORIZATION. Contractor is authorized, to utilize its Subcontractors to
provide services and support to Purchasers hereunder; provided, however, that such
participation shall be in accordance with the terms and conditions set forth in the Master
Agreement and this Participating Addendum. Contractor shall maintain a list of such
Subcontractors utilized for this Participating Addendum,and upon request, promptly provide
Enterprise Services with such list and any updates. Parameters for approval by Enterprise
Services are included in Exhibit A.
(b) CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS. Contractor shall be responsible to ensure that
all requirements of the Master Agreement (including, but not limited to, insurance
requirements, indemnification, Washington state business registration, etc.) for the
performance of any and all of its Subcontractors. In no event shall the existence of a
subcontract between Contractor and its Subcontractor operate to release or reduce
Contractor's liability to the Participating State or any Purchaser for any breach of the Master
Agreement or this Participating Addendum. As to Participating State and Purchasers
hereunder, Contractor shall have full and complete responsibility and liability for any act or
omission by Contractor's Subcontractors.
(C) SMALL, DIVERSE, AND VETERAN BUSINESS INCLUSION GOALS. Contractor shall make reasonable
commercial efforts to include WA small, diverse, and veteran businesses as Subcontractors,
as defined by RCW 39.26.010 (22a), RCW 39.26.010 (22b), and RCW 43.60A.190 (2)
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7. CONTRACTOR's AUTHORIZED FULFILLMENT PARTNERS: Authorized Fulfillment Partners, referred to in the
Master Agreement in part as Partners, are authorized to accept payment directly from Purchasers.
Contractor shall not subcontract, assign, or otherwise transfer its obligations under the Master
Agreement and this Participating Addendum without Enterprise Services' prior written consent.
Violation of this condition shall constitute a material breach establishing grounds for termination of
this Participating Addendum.
(a) AUTHORIZED FULFILLMENT PARTNER AUTHORIZATION. Contractor is authorized, upon approval by
Enterprise Services, to utilize its Authorized Fulfillment Partners to provide sales and service
support to Purchasers hereunder; provided, however, that such participation shall be in
accordance with the terms and conditions set forth in the Master Agreement and this
Participating Addendum. Contractor shall maintain a list of such Authorized Fulfillment
Partners utilized for this Participating Addendum, and upon request, promptly provide
Enterprise Services with such list and any updates. Parameters for approval by Enterprise
Services are included in Exhibit A.
(b) CONTRACTOR RESPONSIBILITY FOR AUTHORIZED FULFILLMENT PARTNERS. Contractor shall be
responsible to ensure that all requirements of the Master Agreement (including, but not
limited to, insurance requirements, indemnification, Washington state business registration,
etc.)flow down to any and all Authorized Fulfillment Partners. In no event shall the existence
of a subcontract between Contractor and its Authorized Fulfillment Partner operate to release
or reduce Contractor's liability to the Participating State or any Purchaser for any breach of
the Master Agreement or this Participating Addendum. As to Participating State and
Purchasers hereunder, Contractor shall have full and complete responsibility and liability for
any act or omission by Contractor's Authorized Fulfillment Partner.
(C) PURCHASER PAYMENT REGARDING CONTRACTOR'S AUTHORIZED FULFILLMENT PARTNERS.
Notwithstanding any provision to the contrary,the parties understand and agree that for any
contract sales or service provided pursuant to the Master Agreement and this Participating
Addendum, Purchaser payment shall be made directly to Contractor as the awarded vendor
pursuant to the competitive procurement; provided, however, that, in the event any such
sales or services are performed by a Authorized Fulfillment Partner for Contractor, Contractor
may instruct such Purchaser to make payment for such sales or services to Contractor's
identified Authorized Fulfillment Partner. Regardless of whether Contractor instructs a
Purchaser to make such payment to Contractor's Authorized Fulfillment Partner, Contractor
shall remain responsible for performance.
(d) CONTRACT SALES REPORTING. Notwithstanding any provision to the contrary, Contractor shall
report to Enterprise Services total contract sales, delineated by purchaser, made by each
individual Authorized Fulfillment Partner, and also report total contract sales, delineated by
purchaser, on a consolidated Contractor 'roll-up' basis. Contractor shall maintain records
supporting such reports in accordance with the Master Agreement's records retention
requirements.
(e) SMALL, DIVERSE, AND VETERAN BUSINESS INCLUSION GOALS. Contractor shall make reasonable
commercial efforts to include WA small, diverse, and veteran businesses as Authorized
Fulfillment Partners, as defined by RCW 39.26.010 (22a), RCW 39.26.010 (22b), and RCW
43.60A.190 (2)
8. ORDERS: Unless the parties to the applicable purchase order agree in writing that another contract or
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agreement applies to such order, any order placed by a Purchasing Entity for goods/services available
from this Master Agreement shall be deemed to be a sale under(and governed by the prices and other
terms and conditions of)the Master Agreement as conditioned by this Participating Addendum.
9. TRAVEL COSTS: Travel costs, if any, must be approved by Purchaser and set forth in a mutually agreed
statement of work; Provided, however, that any such costs must be in accordance with the
Washington Office of Financial Management's State Administrative &Accounting Manual (SAAM).
10. GENERAL:
(a) TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract.
(b) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement,
together with its exhibits, set forth the entire agreement and understanding of the Parties
with respect to the subject matter and supersedes all prior negotiations and representations.
This Participating Addendum may not be modified except in writing signed by the Parties.
(c) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf
of each party, hereby represents and warrants to the other that it has full power and authority
to enter into this Participating Addendum and that its execution, delivery, and performance
of this Participating Addendum has been fully authorized and approved, and that no further
approvals or consents are required to bind such party.
(d) ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Participating
Addendum or any other ancillary agreement shall be deemed to have the same legal effect as
delivery of an original executed copy of this Participating Addendum or such other ancillary
agreement for all purposes.
(e) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Participating Addendum at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of this
Participating Addendum.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON DELL MARKETING L.P.,
DEPARTMENT OF ENTERPRISE SERVICES A TEXAS LIMITED PARTNERSHIP
By: (J E A4-&- By:
Elena McGrew Type Name Katherine Castillo
Its: Statewide Enterprise Procurement Manager Its: Paralegal Advisor
Date: 1/19/2023 Date: 01/18/2024
PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 11
(Rev.2022-09-06)
DeFinancial
L Services" 'A ll DATE:
MASTER LEASE AGREEMENT NO.
LESSOR:DELL FINANCIAL SERVICES L.L.C. LESSEE:
Mailing Address:
Principal Address:
One Dell Way
Round Rock, TX 78682
Fax:
Attention:
This Master Lease Agreement("Agreement"),effective as of the Effective and ending on the last day of the Primary Term,together with any renewals
Date set forth above, is between the Lessor and Lessee named above. or extensions thereof, is defined as the"Lease Term". The Lease is non-
Capitalized terms have the meaning set forth in this Agreement. cancelable by Lessee,except as expressly provided in Section 5.
1. LEASE. 4. RENT;TAXES;PAYMENT OBLIGATION.
Lessor hereby leases to Lessee and Lessee hereby leases the equipment (a) The rental payment amount("Rent")and the payment period for each
("Products"), Software (defined below), and services or fees, where installment of Rent("Payment Period")shall be stated in the Schedule. A
applicable, as described in any lease schedule ("Schedule"). Each prorated portion of Rent calculated based on a 30-day month, 90-day
Schedule shall incorporate by reference the terms and conditions of this quarter or 360-day year (as appropriate) for the period from the
Agreement and contain such other terms as are agreed to by Lessee and Acceptance Date to the Commencement Date shall be added to the first
Lessor. Each Schedule shall constitute a separate lease of Products payment of Rent. All Rent and other amounts due and payable under this
("Lease"). In the event of any conflict between the terms of a Schedule Agreement or any Schedule shall be paid to Lessor in lawful funds of the
and the terms of this Agreement,the terms of the Schedule shall prevail. United States of America at the payment address for Lessor set forth
Lessor reserves all rights to the Products not specifically granted to Lessee above or at such other address as Lessor may designate in writing from
in this Agreement or in a Schedule. Execution of this Agreement does not time to time. Whenever Rent and other amounts payable under a Lease
create an obligation of either party to lease to or from the other. are not paid when due, Lessee shall pay interest on such amounts at a
rate equal to the lesser of 1%per month or the highest such rate permitted
2. ACCEPTANCE DATE;SCHEDULE. by applicable law ("Overdue Rate"). Rent shall be due and payable
whether or not Lessee has received an invoice showing such Rent is due.
(a) Subject to any right of return provided by the Product seller("Seller"), Late charges and reasonable attorney's fees necessary to recover Rent
named on the Schedule, Products are deemed to have been irrevocably and other amounts owed hereunder are considered an integral part of this
accepted by Lessee upon delivery to Lessee's ship to location Agreement. The rate factors used for the calculation of the payment are
("Acceptance Date"). Lessee shall be solely responsible for unpacking, based in part on similar or like term swap or T-bill rates as published by
inspecting and installing the Products. the US Federal Reserve Board. In the event the applicable rates change
between Lessor initially providing the rate factors and the commencement
(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee of a Schedule, Lessor reserves the right to change the applicable rate
agrees to sign or otherwise authenticate (as defined under the Uniform factor commensurate with the change in the applicable rates.
Commercial Code, "UCC") and return each Schedule by the later of the
Acceptance Date or five (5)days after Lessee receives a Schedule from (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent,Lessee
Lessor. If the Schedule is not signed or otherwise authenticated by Lessee shall pay sales, use, excise, purchase, property, added value or other
within the time provided in the prior sentence,then upon written notice from taxes, fees, levies or assessments lawfully assessed or levied against
Lessor and Lessee's failure to cure within five (5) days of such notice, Lessor or with respect to the Products and the Lease(collectively"Taxes"),
Lessor may require the Lessee to purchase the Products by paying the and customs, duties or surcharges on imports or exports (collectively,
Product Cost charged by the Seller, plus any shipping charges,Taxes or "Duties"),plus all expenses incurred in connection with Lessor's purchase
Duties(defined below)and interest at the Overdue Rate accruing from the and Lessee's use of the Products, including but not limited to shipment,
date the Products are shipped through the date of payment. If Lessee delivery, installation, and insurance. Unless Lessee provides Lessor with
returns any leased Products in accordance with the Seller's return policy, a tax exemption certificate acceptable to the relevant taxing authority prior
it will notify Lessor. When Lessor receives a credit from the Seller for the to Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes
returned Product, the Schedule will be deemed amended to reflect the and Duties upon demand by Lessor. Lessor may, at its option, invoice
return of the Product and Lessor will adjust its billing records and Lessee's Lessee for estimated personal property tax with the Rent Payment.
invoice for the applicable Lease. In addition, Lessee and Lessor agree Lessee shall pay all utility and other charges incurred in the use and
that a signed Schedule may be amended by written notice from Lessor to maintenance of the Products.
Lessee provided such notice is (i) to correct the serial (or service tag)
number of Products or(ii)to adjust the related Rent(defined below)on the (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S
Schedule(any increase up to 15%or any decrease)caused by any change OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE
made by Lessee in Lessee's order with the Seller. AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS
AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND
3. TERM. UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY
ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM,
The initial term(the"Primary Term")for each Lease shall begin on the date INTERRUPTION,DEFERMENT OR RECOUPMENT FOR ANY REASON
set forth on the Schedule as the Commencement Date (the WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE
"Commencement Date"). The period beginning on the Acceptance Date AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE
Reference: Page 1 of 5
Master Lease Agreement—Public NOV2018
SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR reasonable notice in order to confirm Lessee's compliance with its
PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR obligations under this Agreement.
POSSESSION,OR OTHERWISE. If any Product is unsatisfactory for any
reason, Lessee shall make its claim solely against the Seller of such 8. RETURN.
Product (or the Licensor in the case of Software, as defined below) and
shall nevertheless pay Lessor or its assignee all amounts due and payable At the expiration or earlier termination of the Lease Term of any Schedule,
under the Lease. and except for Products purchased pursuant to any purchase option under
the Lease, Lessee will (a) remove all proprietary data from the Products
5. APPROPRIATION OF FUNDS. and (b) return them to Lessor at a place within the contiguous United
States designated by Lessor. Upon return of the Products,Lessee's right
(a) Lessee intends to continue each Schedule for the Primary Term and to the operating system Software in returned Products will terminate and
to pay the Rent and other amounts due thereunder. Lessee reasonably Lessee will return the Products with the original certificate of authenticity
believes that legally available funds in an amount sufficient to pay all Rent (attached and unaltered) for the original operating system Software.
during the Primary Term can be obtained and agrees to do all things Lessee agrees to deinstall and package the Products for return in a
lawfully within its power to obtain and maintain funds from which the Rent manner which will protect them from damage. Lessee shall pay all costs
and other amounts due may be paid. associated with the packing and return of the Products and shall promptly
reimburse Lessor for all costs and expenses for missing or damaged
(b) Lessee may terminate a Schedule in whole,but not in part by giving Products or operating system Software. If Lessee fails to return all of the
at least sixty (60) days' notice prior to the end of the then current Fiscal Products at the expiration of the Lease Term or earlier termination (other
Period (as defined in the Lessee's Secretary/Clerk's Certificate provided than for non-appropriation) in accordance with this Section, the Lease
to Lessor) certifying that: (1) sufficient funds were not appropriated and Term with respect to the Products that are not returned shall continue to
budgeted by Lessee's governing body or will not otherwise be available to be renewed as described in the Schedule.
continue the Lease beyond the current Fiscal Period; and (2) that the
Lessee has exhausted all funds legally available for payment of the Rent 9. RISK OF LOSS;MAINTENANCE;INSURANCE.
beyond the current Fiscal Period. Upon termination of the Schedule,
Lessee's obligations under the Schedule (except those that expressly (a) From the date the Products are delivered to Lessee's ship to location
survive the end of the Lease Term)and any interest in the Products shall until the Products are returned to Lessor's designated return location or
cease and Lessee shall surrender the Products in accordance with Section purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or
8. Notwithstanding the foregoing, Lessee agrees that,without creating a damage to the Products; (ii) to maintain the Products in good operating
pledge,lien or encumbrance upon funds available to Lessee in other than condition and appearance,ordinary wear and tear excepted;(iii)to comply
its current Fiscal Period, it will use its best efforts to take all action with all requirements necessary to enforce all warranty rights; and (iv)to
necessary to avoid termination of a Schedule, including making budget promptly repair any repairable damage to the Products. During the Lease
requests for each Fiscal Period during each applicable Lease Term for Term, Lessee at its sole discretion has the option to purchase a
adequate funds to meet its Lease obligations and to continue the Schedule maintenance agreement from the provider of its choice(including, if it so
in force.. chooses, to self-maintain the Products) or to forgo such maintenance
agreement altogether;regardless of Lessee's choice,Lessee will continue
(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent to be responsible for its obligations as stated in the first sentence of this
and other amounts due under a Lease constitutes a current expense of Section. At all times, Lessee shall provide the following insurance: (x)
Lessee and is not to be construed to be a debt in contravention of any casualty loss insurance for the Products for no less than the Stipulated
applicable constitutional or statutory limitation on the creation of Loss Value(defined below)naming Lessor as loss payee; and (y) liability
indebtedness or as a pledge of funds beyond Lessee's current Fiscal insurance with respect to the Products for no less than an amount as
Period. required by Lessor, with Lessor named as an additional insured; and (z)
such other insurance as may be required by law which names Lessee as
6. LICENSED MATERIALS. an insured and Lessor as an additional insured. Upon Lessor's prior
written consent, Lessee may provide this insurance pursuant to Lessee's
Software means any operating system software or computer programs existing self-insurance policy or as provided for under state law. Lessee
included with the Products(collectively, "Software"). "Licensed Materials" shall provide Lessor with either an annual certificate of third party
are any manuals and documents,end user license agreements,evidence insurance or a written description of its self-insurance policy or relevant
of licenses, including,without limitation, any certificate of authenticity and law, as applicable. The certificate of insurance will provide that Lessor
other media provided in connection with such Software, all as delivered shall receive at least ten (10) days prior written notice of any material
with or affixed as a label to the Products. Lessee agrees that this change to or cancellation of the insurance policy or Lessee's self-
Agreement and any Lease(including the sale of any Product pursuant to insurance program, if previously approved by Lessor. If Lessee does not
any purchase option) does not grant any title or interest in Software or give Lessor evidence of insurance in accordance with the standards
Licensed Materials. Any use of the terms "sell," "purchase," "license," herein, Lessor has the right, but not the obligation, to obtain such
"lease," and the like in this Agreement or any Schedule with respect to insurance covering Lessor's interest in the Products for the Lease Term,
Software shall be interpreted in accordance with this Section 6. including renewals. If Lessor obtains such insurance, Lessor will add a
monthly, quarterly or annual charge (as appropriate) to the Rent to
7. USE; LOCATION;INSPECTION. reimburse Lessor for the insurance premium and Lessor's then current
insurance administrative fee.
Lessee shall: (a)comply with all terms and conditions of any Licensed
Materials;and(b)possess and operate the Products only(i)in (b) If the Products are lost,stolen,destroyed,damaged beyond repair or
accordance with the Seller's supply contract and any service provider's in the event of any condemnation,confiscation,seizure or expropriation of
maintenance and operating manuals,the documentation and applicable such Products ("Casualty Products'), Lessee shall promptly (i) notify
laws;and(ii)for the business purposes of Lessee. Lessee agrees not to Lessor of the same and(ii)pay to Lessor the Stipulated Loss Value for the
move Products from the location specified in the Schedule without Casualty Products. The Stipulated Loss Value is an amount equal to the
providing Lessor with at least 30 days prior written notice,and then only sum of (a) all Rent and other amounts then due and owing (including
to a location within the continental United States and at Lessee's interest at the Overdue Rate from the due date until payment is received)
expense. Without notice to Lessor,Lessee may temporarily use laptop under the Lease, plus (b)the present value of all future Rent to become
computers at other locations, including outside the United States, due under the Lease during the remainder of the Lease Term,plus(c)the
provided Lessee complies with the United States Export Control present value of the estimated in place Fair Market Value of the Product
Administration Act of 1979 and the Export Administration Act of 1985,as at the end of the Primary Term as determined by Lessor;plus(d)all other
those Acts are amended from time to time(or any successor or similar amounts to become due and owing during the remaining Lease Term.
legislation). Provided Lessor complies with Lessee's reasonable security Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be
requirements, Lessee shall allow Lessor to inspect the premises where calculated using the federal funds rate target reported in the Wall Street
the Products are located from time to time during reasonable hours after Journal on the Commencement Date of the applicable Schedule. The
Reference: Page 2 of 5
Master Lease Agreement—Public NOV2018
discount rate applicable to tax-exempt Schedules shall be federal funds proprietary functions consistent within the permissible scope of Lessee's
rate target reported in the Wall Street Journal on the Commencement Date authority;and
of the applicable Schedule less 100 basis points.
(i) Lessee has, in accordance with the requirements of law, fully
10. ALTERATIONS. budgeted and appropriated sufficient funds to make all Rent payments and
other obligations under this Agreement and any Schedule during the
Lessee shall,at its expense,make such alterations to Products during the current Fiscal Period, and such funds have not been expended for other
Lease Term as are legally required or provided at no charge by Seller. purposes.
Lessee may make other alterations, additions or improvements to
Products provided that any alteration, addition or improvement shall be 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
readily removable and shall not materially impair the value or utility of the LIMITATION OF LIABILITY; FINANCE LEASE.
Products. Upon the return of any Product to Lessor, any alteration,
addition or improvement that is not removed by Lessee shall become the (a) Provided no Event of Default has occurred and is continuing, Lessor
property of Lessor free and clear of all liens and encumbrances. assigns to Lessee for the Lease Term the benefit of any Product warranty
and any right of return provided by any Seller.
11. REPRESENTATIONS AND WARRANTIES OF LESSEE.
(b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
Lessee represents,warrants and covenants to Lessor and will provide to MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT
Lessor at Lessor's request all documents deemed necessary or LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON
appropriate by Lessor, including Certificates of Insurance, financial ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE
statements, Secretary or Clerk Certificates, essential use information or ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR
documents (such as affidavits, notices and similar instruments in a form LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY,
satisfactory to Lessor)and Opinions of Counsel(in substantially such form EXPRESS,IMPLIED,OR OTHERWISE,INCLUDING,BUT NOT LIMITED
as provided to Lessee by Lessor and otherwise satisfactory to Lessor)to TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR
the effect that,as of the time Lessee enters into this Agreement and each FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES
Schedule that: ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE
FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH
(a) Lessee is an entity duly organized and existing under and by virtue of RESPECT TO ANY PRODUCTS.
the authorizing statute or constitutional provisions of its state and is a state
or political subdivision thereof as described in Section 103(a) of the (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,
Internal Revenue Code of 1986, as amended, and the regulations SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
promulgated thereunder as in effect and applicable to the Agreement or ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY
any Schedule, with full power and authority to enter into this Agreement SCHEDULE OR THE SALE,LEASE OR USE OF ANY PRODUCTS EVEN
and any Schedules and perform all of its obligations under the Leases; IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR
CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS
(b) This Agreement and each Schedule have been duly authorized, OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY
authenticated and delivered by Lessee by proper action of its governing LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
board at a regularly convened meeting and attended by the requisite
majority of board members, or by other appropriate official authentication, (d) Lessee agrees that it is the intent of both parties that each lease
as applicable, and all requirements have been met and procedures have qualify as a statutory finance lease under Article 2A of the UCC. Lessee
occurred in order to ensure the validity and enforceability of this Agreement acknowledges either (i) that Lessee has reviewed and approved any
against Lessee; written supply contract covering the Products purchased from the Seller
for lease to Lessee or(ii)that Lessor has informed or advised Lessee, in
(c) This Agreement and each Schedule constitute the valid, legal and writing, either previously or by this Agreement, that Lessee may have
binding obligations of Lessee,enforceable in accordance with their terms; rights under the supply contract evidencing the purchase of the Products
and that Lessee should contact the Seller for a description of any such
(d) No other approval, consent or withholding of objection is required rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
from any federal, state or local governmental authority or instrumentality LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES
with respect to the entering into or performance by Lessee of the CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.
Agreement or any Schedule and the transactions contemplated thereby;
13. EVENTS OF DEFAULT.
(e) Lessee has complied with such public bidding requirements and other
state and federal laws as may be applicable to the Agreement and any It shall be an event of default hereunder and under any Schedule("Event
Schedule and the acquisition by Lessee of the Products; of Default")if:
(f) The entering into and performance of the Agreement or any Schedule (a) Lessee fails to pay any Rent or other amounts payable under this
will not (i) violate any judgment, order, law or regulation applicable to Agreement or any Schedule within 15 days after the date that such
Lessee; (ii) result in any breach of, or constitute a default under, any payment is due;
instrument to which the Lessee is a party or by which it or its assets may
be bound;or(iii)result in the creation of any lien,charge,security interest (b) Any representation or warranty made by Lessee to Lessor in
or other encumbrance upon any assets of the Lessee or on the Products, connection with this Agreement, any Schedule or any other Document is
other than those created pursuant to this Agreement; at the time made materially untrue or incorrect;
(g) There are no actions, suits, proceedings, inquiries or investigations, (c) Lessee fails to comply with any other obligation or provision of this
at law or in equity, before or by any court, public board or body, pending Agreement or any Schedule and such failure shall have continued for 30
or threatened against or affecting Lessee, nor to the best of Lessee's days after notice from Lessor;
knowledge and belief is there any basis therefor, which if determined
adversely to Lessee will have a material adverse effect on the ability of (d) Lessee(i)is generally not paying its debts as they become due or(ii)
Lessee to fulfill its obligations under the Agreement or any Schedule; takes action for the purpose of invoking the protection of any bankruptcy
or insolvency law, or any such law is invoked against or with respect to
(h) The Products are essential to the proper, efficient and economic Lessee or its property and such petition is not dismissed within 60 days;or
operation of Lessee or to the services which Lessee provides to its
citizens. Lessee expects to make immediate use of the Products,for which (e) Any provision of this Agreement ceases to be valid and binding on
it has an immediate need that is neither temporary nor expected to Lessee, is declared null and void, or its validity or enforceability is
diminish during the applicable Lease Term. The Products will be used for contested by Lessee or any governmental agency or authority whereby the
the sole purpose of performing one or more of Lessee's governmental or loss of such provision would materially adversely affect the rights or
Reference: Page 3 of 5
Master Lease Agreement—Public NOV2018
security of Lessor,or Lessee denies any further liability or obligation under Lessor or any other person indemnified hereunder; provided, however,
this Agreement;or that any person indemnified hereunder shall have the right to participate in
the defense of such Claim with counsel of its choice and at its expense
(f) Lessee is in default under any other lease,contract,or obligation now and to approve any such resolution. Lessee shall keep Lessor informed
existing or hereafter entered into with Lessor or Seller or any assignee of at all times as to the status of the Claim.
Lessor.
17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS.
14. REMEDIES:TERMINATION
As between Lessor and Lessee,title to Products(other than any Licensed
(a) Upon an Event of Default under any Schedule all of Lessee's rights Materials) is and shall remain with Lessor. Products are considered
(including its rights to the Products), but not its obligations thereunder, personal property and Lessee shall, at Lessee's expense, keep Products
shall automatically be cancelled without notice and Lessor may exercise free and clear of liens and encumbrances of any kind(except those arising
one or more of the following remedies in its sole discretion: through the acts of Lessor)and shall immediately notify Lessor if Lessor's
interest is subject to compromise. Lessee shall not remove,cover,or alter
(i) require Lessee to return any and all such Products in plates, labels, or other markings placed upon Products by Lessor, Seller
accordance with Section 8, or if requested by Lessor, to assemble the or any other supplier.
Products in a single location designated by Lessor and to grant Lessor the
right to enter the premises where such Products are located(regardless of 18. NON PERFORMANCE BY LESSEE.
where assembled)for the purpose of repossession;
If Lessee fails to perform any of its obligations hereunder or under any
(ii) sell,lease or otherwise dispose of any or all Products(as agent Schedule, Lessor shall have the right but not the obligation to effect such
and attorney-in-fact for Lessee to the extent necessary)upon such terms performance and Lessee shall promptly reimburse Lessor for all out of
and in such manner(at public or private sale)as Lessor deems advisable pocket and other reasonable expenses incurred in connection with such
in its sole discretion(a"Disposition"); performance,with interest at the Overdue Rate.
(iii) declare immediately due and payable as a pre-estimate of 19. NOTICES.
liquidated damages for loss of bargain and not as a penalty,the Stipulated
Loss Value of the Products in lieu of any further Rent, in which event All notices shall be given in writing and, except for billings and
Lessee shall pay such amount to Lessor within 10 days after the date of communications in the ordinary course of business, shall be delivered by
Lessor's demand;or overnight courier service, delivered personally or sent by certified mail,
return receipt requested, and shall be effective from the date of receipt
(iv) proceed by appropriate court action either at law or in equity unless mailed, in which case the effective date will be four (4) Business
(including an action for specific performance)to enforce performance by Days after the date of mailing. Notices to Lessor by Lessee shall be sent
Lessee or recover damages associated with such Event of Default or to: Dell Financial Services L.L.C.,Attn. Legal Department, One Dell Way,
exercise any other remedy available to Lessor in law or in equity. Round Rock, TX 78682, or such other mailing address designated in
writing by Lessor. Notice to Lessee shall be to the address on the first
(b) Lessee shall pay all costs and expenses arising or incurred by page of this Agreement or such other mailing address designated in writing
Lessor, including reasonable attorney fees, in connection with or related by Lessee.
to an Event of Default or the repossession, transportation, re-furbishing,
storage and Disposition of any or all Products("Default Expenses"). In the 20. ASSIGNMENT.
event Lessor recovers proceeds (net of Default Expenses) from its
Disposition of the Products, Lessor shall credit such proceeds against the (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE,
owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN
deficiency. With respect to this Section,to the extent the proceeds of the CONSENT OF LESSOR (SUCH CONSENT NOT TO BE
Disposition (net of Default Expenses) exceed the Stipulated Loss Value UNREASONABLY WITHHELD). LESSOR,AT ITS SOLE DISCRETION,
owed under the Lease, or Lessee has paid Lessor the Stipulated Loss MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED
Value,the Default Expenses and all other amounts owing under the Lease, ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any
Lessee shall be entitled to such excess and shall have no further way discharge Lessee's obligations to Lessor under this Agreement or
obligations with respect to such Lease. All rights of Lessor are cumulative Schedule.
and not alternative and may be exercised by Lessor separately or together.
(b) Lessor may at any time without notice to Lessee, but subject to the
15. QUIET ENJOYMENT. rights of Lessee, transfer, assign, or grant a security interest in any
Product, this Agreement, any Schedule, or any rights and obligations
Lessor shall not interfere with Lessee's right to possession and quiet hereunder or thereunder in whole or in part. Lessee hereby consents to
enjoyment of Products during the relevant Lease Term,provided no Event such assignments, agrees to comply fully with the terms thereof, and
of Default has occurred and is continuing. Lessor represents and warrants agrees to execute and deliver promptly such acknowledgments, opinions
that as of the Commencement Date of the applicable Schedule, Lessor of counsel and other instruments reasonably requested to effect such
has the right to lease the Products to Lessee. assignment.
16. INDEMNIFICATION. (c) Subject to the foregoing,this Agreement and each Schedule shall be
binding upon and inure to the benefit of Lessor, Lessee and their
To the extent permitted by law, Lessee shall indemnify, defend and hold successors and assigns.
Lessor, its assignees, and their respective officers, directors, employees,
representatives and agents harmless from and against, all claims, 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF
liabilities, costs or expenses, including legal fees and expenses JURY TRIAL.
(collectively, "Claims"), arising from or incurred in connection with this
Agreement, any Schedule, or the selection, manufacture, possession, THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY
ownership, use, condition, or return of any Products(including Claims for LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS
personal injury or death or damage to property, and to the extent Lessee PRINCIPLES AND,TO THE EXTENT APPLICABLE,THE ELECTRONIC
is responsible,Claims related to the subsequent use or Disposition of the SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE
Products or any data in or alteration of the Products. This indemnity shall CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT
not extend to any loss caused solely by the gross negligence or willful LOCATED IN I ,AND WAIVES ANY OBJECTION TO VENUE
misconduct of Lessor. Lessee shall be responsible for the defense and IN SUCH COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY
resolution of such Claim at its expense and shall pay any amount for JURY.
resolution and all costs and damages awarded against or incurred by
Reference: Page 4 of 5
Master Lease Agreement—Public NOV2018
may produce a tangible copy of the Document transmitted by Lessee to
Lessor by facsimile or as an e-mail attachment and such signed copy shall
be deemed to be the original of the Document. To the extent(if any)that
22. MISCELLANEOUS. the Document constitutes chattel paper under the Uniform Commercial
Code,the authoritative copy of the Document shall be the copy designated
(a) The headings used in this Agreement are for convenience only and by Lessor or its assignee, from time to time, as the copy available for
shall have no legal effect. This Agreement shall be interpreted without any access and review by Lessee,Lessor or its assignee. All other copies are
strict construction in favor of or against either party. deemed identified as copies of the authoritative copy. In the event of
inadvertent destruction of the authoritative copy, or corruption of the
(b) The provisions of Sections 6,8, 11, 12(b), 12(c), 12(d), 16,21 and 22 authoritative copy for any reason or as the result of any cause, the
shall continue in full force and effect even after the term or expiration of authoritative copy may be restored from a backup or archive copy,and the
this Agreement or any Schedule. restored copy shall become the authoritative copy. At Lessor's option,this
electronic record may be converted into paper form. At such time, such
(c) Failure of Lessor at any time to require Lessee's performance of any paper copy will be designated or marked as the authoritative copy of the
obligation shall not affect the right to require performance of that obligation. Document.
No term,condition or provision of this Agreement or any Schedule shall be
waived or deemed to have been waived by Lessor unless it is in writing EXECUTED by the undersigned on the dates set forth
and signed by a duly authorized representative of Lessor. A valid waiver
is limited to the specific situation for which it was given. below, to be effective as of the Effective Date.
(d) Lessee shall furnish such financial statements of Lessee(prepared in
accordance with generally accepted accounting principles) and other "Lessee"
information as Lessor may from time to time reasonably request.
(e) If any provision(s) of this Agreement is deemed invalid or BY:
unenforceable to any extent(other than provisions going to the essence of
this Agreement) the same shall not in any respect affect the validity, NAME:
legality or enforceability (to the fullest extent permitted by law) of the
remainder of this Agreement,and the parties shall use their best efforts to
replace such illegal, invalid or unenforceable provisions with an TITLE:
enforceable provision approximating, to the extent possible, the original
intent of the parties.
DATE:
(f) Unless otherwise provided, all obligations hereunder shall be
performed or observed at the respective party's expense. Dell Financial Services L.L.C.
"Lessor"
(g) Lessee shall take any action reasonably requested by Lessor for the
purpose of fully effectuating the intent and purposes of this Agreement or
any Schedule. If any Lease is determined to be other than a true lease, BY:
Lessee hereby grants to Lessor a first priority security interest in the
Products and all proceeds thereof. Lessee acknowledges that by signing NAME:
this Agreement, Lessee has authorized Lessor to file any financing
statements or related filings as Lessor may reasonably deem necessary
or appropriate. Lessor may file a copy of this Agreement or any Schedule TITLE:
in lieu of a financing statement.
(h) This Agreement and any Schedule may be signed in any number of DATE:
counterparts each of which when so executed or otherwise authenticated
and delivered shall be an original but all counterparts shall together
constitute one and the same instrument. To the extent each Schedule
would constitute chattel paper as such term is defined in the UCC, no
security interest may be created through the transfer or control or
possession, as applicable, of a counterpart of a Schedule other than the
original in Lessor's possession marked by Lessor as either"Original" or
"Counterpart Number 1".
(i) This Agreement and the Schedules hereto between Lessor and
Lessee set forth all of the understandings and agreements between the
parties and supersede and merge all prior written or oral communications,
understandings,or agreements between the parties relating to the subject
matter contained herein. Except as permitted herein,this Agreement and
any Schedule may be amended only by a writing duly signed or otherwise
authenticated by Lessor and Lessee.
0) If Lessee delivers this signed Master Lease, or any Schedule,
amendment or other document related to the Master Lease (each a
"Document") to Lessor by facsimile transmission, and Lessor does not
receive all of the pages of that Document, Lessee agrees that,except for
any pages which require a signature, Lessor may supply the missing
pages to the Document from Lessor's database which conforms to the
version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment,facsimile transmission or by
U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's
representation that the Document has not been altered. Lessee further
agrees that, notwithstanding any rule of evidence to the contrary, in any
hearing,trial or proceeding of any kind with respect to a Document,Lessor
Reference: Page 5 of 5
Master Lease Agreement—Public NOV2018
i
DeFinancial
ll Certificate Instructions
1. In the blocks under paragraph (ii) with the headings "NAME OF AUTHORIZED SIGNATORY",
"TITLE OF AUTHORIZED SIGNATORY" and "SIGNATURE OF AUTHORIZED SIGNATORY", all
persons who are authorized to execute and deliver the and any related Lease Schedule(s)
from time to time thereunder between the Public Entity and should write or type his/her name
under the "Name of Authorized Signatory" heading, write or type his/her title under the "Title of
Authorized Signatory" heading, and sign his/her name under the "Signature of Authorized Signatory"
heading in the block across from his/her name and title. The person(s) listed and executing in
the blocks under paragraph (ii) must not be the same person executing the Certificate on
behalf of the Public Entity (Clerk, Secretary, etc.) listed at the top of the Certificate and
executing in the signature block at the bottom of the Certificate under the "In Witness
Whereof" language;
2. The Clerk, Secretary, etc. should insert the No. in paragraph (iii), if known;
3. The Clerk, Secretary, etc. should strike paragraph (v) of the Certificate if this paragraph is not
applicable to the Public Entity;
4. If paragraph (v) of the Certificate is applicable to the Public Entity, the Clerk, Secretary, etc. should
insert "regular" or"special" in the first blank and then insert the date of the meeting of the governing
body of the Public Entity in the second blank;
5. The Clerk, Secretary, etc. should write or type the Fiscal Period of the Public Entity in paragraph
(ix);
6. The Clerk, Secretary, etc. should write or type his/her name, title, name and State of the Public
Entity in the top portion of the Certificate and date, sign & print his/her name and title at the bottom
of the Certificate under the "In Witness Whereof' language; and
7. If required by local law, the Certificate should be notarized by a notary public. The notary public
should be a person other than the Clerk, Secretary, etc. executing under the "In Witness Whereof"
language of the Certificate.
Reference: Page 1 of 3
Secretary Clerk Certificate-Public
i
Dell
Financial
Services-
SECRETARY/CLERK CERTIFICATE
I, , do hereby certify that:
(i) I am the duly elected, qualified, and acting (Clerk, Secretary, etc.)
of , a public entity (the"Public Entity").
(ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the
Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature
appearing opposite each such person's name is his/her genuine signature:
NAME OF AUTHORIZED SIGNATORY TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED
(cannot be Clerk/Secretary SIGNATORY SIGNATORY
authenticating this certificate)
(iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that
certain Master Lease Agreement No. (the "Agreement") and any related Lease Schedules from time to time
thereunder (the "Schedules") between the Public Entity and , or its assignee (collectively, "Lessor"), and all
agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and
certificates of acceptance.
(iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and
instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted
by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement,
indenture or contract to which the Public Entity is a party or by which it or any of its property is bound.
(v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called (regular or special)
meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof
held on the day of by motion duly made, seconded and carried, in accordance with all
requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all
agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized
representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related
Schedule(s)and all agreements, documents, and instruments in connection therewith and authorizing the execution thereof
has not been altered or rescinded by the Public Entity.
(vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of
Default, as defined in the Agreement, exists at the date hereof.
(vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity.
(viii) The Public Entity has, in accordance with the requirements of law,fully budgeted and appropriated sufficient
funds for the current budget year to make the Rent payments scheduled to come due during the first Fiscal Period and to
I
meet the Public Entity's other obligations for the first Fiscal Period, as such terms are defined in the Agreement, and such
funds have not been expended for other purposes.
(ix) The Fiscal Period of the Public Entity is from to
(x) The foregoing authority and information shall remain true and in full force and effect, and Lessor shall be
entitled to rely upon same, until written notice of the modification, rescission, or revocation of same in whole or in part, has
been delivered to Lessor, but in any event shall be effective with respect to any documents executed or actions taken in
reliance upon the foregoing authority prior to the delivery to Lessor of said written notice of said modification, rescission or
revocation.
IN WITNESS WHEREOF:
By:
Name:
Title:
(Clerk or Secretary)
Date:
Subscribed to and sworn before me:
Notary Public:
(Name)
Date:
My commission expires:
Reference: Page 3 of 3
Secretary Clerk Certificate-Public
moo—
Dell
Billing and Schedule Information
Welcome We look
. ensure we set your account up properly in our systems we need the information below.
Representative.Payable team to complete this form. If you have any questions contact your DFS Sales
Representativeform to your DFS Sales or DFS Customer Setup(a- Dell.com.
' VPI11M AIM QVC riff RP PICA.
Below is information commonly requested by our customers to assist in setting up their system to
successfully remit payment to DFS. If you require additional information please contact your DFS Sales
Representative.
DFS Accounts Only
ABA#021000021
ACH Instructions (preferred over wire) Account#432217011
JPMorgan Chase Bank, N.A.1 Chase Manhattan MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER
CTX+format should be first choice if it is an option
PlazaNew York, NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com
Wire Transfer Instructions DIPS Accounts Only
021000021
JPMorgan Chase Bank, N.A. A noun#432217011
1 Chase Manhattan Plaza MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER
New York, NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com
Swift Code for international wires only:CHASUS33
Payee information:
Dell Financial Services L.L.C. Payment Processing PO Box 6549
Center Carol Stream, IL 60197-6549
Federal Tax ID#74-2825828
II. YOUR COMPANY IN
Company Name:
Physical Address (primary location):
City, State, Zip:
Federal Tax ID#:
III. SCHEDULES:
Name of recipient(s)to receive monthly schedules for reconciliation:
Attention:
Telephone Number: Email Address:
Nameofindividual(s)that will sign schedules (thisindividualshouldbenamedasanauthorizedsignatory
on the Incumbency or Secretary Clerk Certificate):
Attention:
Title:
Telephone Number: Email Address:
Would you preferto sign your documents electronically via Echosign? Yes No (not available to Publicentities)
Do any of the following criteria need to appear on your schedule?*
CostCenter Equipment Type Equipment Location PO Number
*Invoices will follow the format of the Schedule and include a breakout of the items above if requested.
D<GLLEMC rr',Or Billing Information I Page 1 of 3
IV. PI10(- IAQG /'------
Your PO should be issued to Dell Financial Services L.L.C.
If you are unable to issue purchase orders to DFS please specify how PO will be issued:
Do you utilize blanket PO's? Yes No
Is PO Fulfillment required forScheduling? Yes No
DFS will consolidate shipped orders and place on a Schedule for your review. If you have any special consolidation requirements,
pleasecontact your DFS Sales representative.
Is board approval necessary? Yas No If yes,when are meetings held?
Fiscal Yearis from to
V. INVOICI"Ir-'(BILLING: Of multiple locations please includeV an attachment,
Accounts Payable Contact Name:
Is the billing address the same as primary location above? Yes** No
**If yes, please skip and proceed to invoice preference
AP Address:
City, State, Zip:
County:
Attention:
Email Address: AP Direct Telephone Number:
Email Address for PDF or Electronic Invoices (if different than AP contact):
A INVOICE PREFERt,
Invoice Options: Contract Level (one invoice per contract) Consolidated (one invoice for all contracts that
have the same due date)
Invoice Format: Detail (with asset level detail) Summary
Delivery Format: Paper (US Mail) PDF A paper copy will not be mailed.
Electronic CSV(to convert to Excel) 3rd Party Invoicing Tool (Ariba, SAP)
Enter tool name:
Do you need separate invoices for Miscellaneous Billings? Yes No
Do you require a PO#on invoice to process payment? Yes _ No
Typical processing time for invoices is 30 days. If you require more than 30 days please contact your DFS Sales Representative.
Where required, Sales/Use Tax will be assessed and invoiced. Is your company/entity tax exempt? Yes No
If not exempt, do you intend to finance upfront tax(if applicable)on the schedules (Contracts)? Yes No
Personal Property Tax(PPT) RebilledAnnually Monthly Property Management Fee
California Environmental Fee Do you intend to finance the California Environmental Fee,if applicable? Yes No
Do you intend to finance shipping by adding shipping costs for the products to your schedule? Yes No
D�GLLEMC
VIII. ADDITIONAL TAX INFORMATION:
Tax Exemption: If your company/entity holds an exemption or direct pay certificate, please ATTACH
a copy of the certificate to this document. PLEASE NOTE: If tax exempt, a valid Tax Exemption
Certificate or Direct Pay Certificate must be provided for each state in which the products are located.
Tax Exempt Certificate Requirements:
• Made out to Dell Financial Services
• Signed by an authorized employee/owner
• Coincide with the date the schedule is signed
• Have a description of the items; computer hardware/software is generally a sufficient description
The following are not acceptable forms of exemption certificates:
• IRS letter declaring the company as non-profit (501-C)entity*
• CA letter exempting a company from Franchise and Income Tax
• W-9 form
• State Registration Certificates
Mississippi is the only state that accepts the IRS letter as an acceptable exemption certificate
Personal Property Tax: Tangible business personal property is taxable in most states. In general the
definition of tangible property is: Personal property that can be seen, weighed, measured, felt, or
otherwise perceived by the senses but does not include a document that constitutes evidence of a
valuable interest, claim, or right and has negligible or no intrinsic value.
We appreciate you taking the time to provide the information above. Our goal is to provide a seamless schedule
and invoice delivery. If you have any questions or need to provide additional information please contact your DFS
Sales Representative. Thank you for choosing Dell Financial Services.
D'112041"LEMC
SAMPLE VALIDITY OPINION LETTER
TO BE EXECUTED ON COUNSEL'S LETTERHEAD
To:
Ladies and Gentlemen:
We are counsel to (the"Lessee") and, in that capacity, we have examined Master Lease Agreement No.
dated as of , and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of
(collectively the"Agreement"), between the Lessee and Dell Financial Services L.L.C. (the"Lessor").
Based on our examination of the Agreement and such other examinations as we have deemed appropriate, we
are of the opinion as follows:
(a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or
constitutional provisions of the State of and is a state or political subdivision thereof as
described in Section 103(a) of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into
the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder;
(b) The Agreement has been duly authorized, executed and delivered by
of the Lessee by proper action of its governing board at a meeting duly called, regularly
convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval,
and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the
Agreement against the Lessee;
(c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordance
with its terms;
(d) No approval, consent or withholding of objection is required from any federal, state or local governmental
authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the
transactions contemplated thereby;
(e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal
laws in connection with the Agreement and the transactions contemplated thereby;
(f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation
applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a
party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other
encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement;
(g) The Products are tangible personal property and when subject to use by the Lessee will not be or become
fixtures or real property under the laws of the State of
(h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court,
public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any
basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to
fulfill its obligations under the Agreement; and
(i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for
Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period
and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended
for other purposes.
This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the
Agreement.
Reference: Page 1 of 2
Validity Opinion Letter-Public
Very truly yours,
*Authorized Signatory of Lessee under the Agreement.
NOTIr ,",
IRS 8038-G & 8038-GC FILINGS
The Internal Revenue Service (IRS) now requires that all 8038 filings,
prepared by a third party, be executed by the third party as the
"Preparer".
Additionally, the IRS does not allow the Preparer to execute the Filing
until after the Lease is fully executed.
Accordingly, please execute the Lease Schedule first, then execute your
8038 filing after that, returning both documents to us. By returning
both fully executed documents to us, you represent that you executed
the 8038 only after your Lease Schedule was fully in effect and
executed.
Please contact your Lease Representative should you have any
questions or concerns.
Form 8038-G Information Return for Tax-Exempt Governmental Bonds
0-Under Internal Revenue Code section 149(e)
(Rev.September 2018) Do-See separate instructions. OMB No.1545-0720
Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC.
Internal Revenue Service ►Go to www.irs.gov/F80380 for instructions and the latest information.
Reporting Authority If Amended Return, check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
3
6 City,town,or post office,state,and ZIP code 7 Date of issue
8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
KjULM Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe► 18
19a If bonds are TANS or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑
b If bonds are BANS, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑
20 If bonds are in the form of a lease or installment sale, check box . ► ❑
Description of Bonds. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted price at maturity average maturity (e)Yield
21 $ $ years %
LiULW Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21, column(b)) . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters'discount) 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27
28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2018)
Form 8038-G(Rev.9-2018) Page 2
Umu Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►(MM/DD/YYYY)
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box► ❑ and enter the following information:
b Enter the date of the master pool bond►(MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond No-
d Enter the name of the issuer of the master pool bond►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception), check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑
41 a If the issuer has identified a hedge, check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge No-
d Term of hedge►
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions), check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . No-
b Enter the date the official intent was adopted► MM/DD/YYYY
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return,to the person that I have authorized above.
Consent
Signature of issuer's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G(Rev.9-2018)
Form8038-GC Information Return for Small Tax-Exempt
Governmental Bond Issues, Leases, and Installment Sales
(Rev.January 2012) OMB No.1545-0720
Department of the Treasury ► Under Internal Revenue Code section 149(e)
Internal Revenue Service Caution:If the issue price of the issue is$100,000 or more, use Form 8038-G.
Reporting Authority Check box if Amended Return ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite
4 City,town,or post office,state,and ZIP code 5 Report number(For IRS Use Only)
6 Name and title of officer or other employee of issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative
Dell Financial Services, LLC Dell Financial Services Lease 512-728-3283
Description of Obligations Check one: a single issue ❑✓ or a consolidated return ❑ .
8a Issue price of obligation(s)(see instructions) . . . . . . . . . . . . . . . . . . 8a 0 00
b Issue date (single issue) or calendar date (consolidated). Enter date in mm/dd/yyyy format (for
example, 01/01/2009)(see instructions)0-
9 Amount of the reported obligation(s)on line 8a that is:
a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . 9a
b For leases for office equipment. . . . . . . . . . . . . . . . . . . . . . . 9b 0 00
c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . 9c
d For leases for other(see instructions) . . . . . . . . . . . . . . . . . . . . . 9d
e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . 9e
f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . 9f
g For bank loans for real property. . . . . . . . . . . . . . . . . . . . . . . 9g
h For bank loans for other(see instructions) . . . . . . . . . . . . . . . . . . . 9h
i Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . 9i
j Representing a loan from the proceeds of another tax-exempt obligation(for example, bond bank) . . 9j
k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III)(small issuer exception), check this box . . . . ► ❑
11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box(see instructions) . . . . . . . ► ❑
12 Vendor's or bank's name: Dell Financial Services, LLC
13 Vendor's or bank's em to er identification number: 7 4 2 8 2 5 8 2 8
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and belief,they are
Si nature true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to process this return,to the person(s)
g that I have authorized above.
and
Consent
Signature of issuer's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check El if PT
Preparer self-employed
Use Only Firm's name ► Dell Financial Services LLC Firm's EIN ► 742825828
Firm's address ► One Dell Way Round Rock TX 78682 Phone no. 512-728-3283
General Instructions Who Must File pay a penalty in lieu of arbitrage rebate(see
governmental the line 11 instructions).P
Issuers of tax-exempt Section references are to the Internal Revenue
Code unless otherwise noted. obligations with issue prices of less than Filing a consolidated return for multiple
$100,000 must file Form 8038-GC. issues.For all tax-exempt governmental
What's New Issuers of a tax-exempt governmental obligations with issue prices of less than
The IRS has created a page on IRS.gov for obligation with an issue price of$100,000 or $100,000 that are not reported on a separate
information about the Form 8038 series and more must file Form 8038-G, Information Form 8038-GC,an issuer must file a
its instructions,at www.irs.gov/form8038. Return for Tax-Exempt Governmental consolidated information return including all
Information about any future developments Obligations. such issues issued within the calendar year.
affecting the Form 8038 series(such as Filing a separate return for a single issue. Thus,an issuer may file a separate Form
legislation enacted after we release it)will be Issuers have the option to file a separate 8038-GC for each of a number of small issues
posted on that page. Form 8038-GC for any tax-exempt and report the remainder of small issues
Purpose of Form governmental obligation with an issue price issued during the calendar year on one
of less than$100,000. consolidated Form 8038-GC.However,if the
Form 8038-GC is used by the issuers of tax- issue is a construction issue,a separate Form
exempt governmental obligations to provide An issuer of a tax-exempt bond used to 8038-GC must be filed to give the IRS notice
the IRS with the information required by finance construction expenditures must file a of the election to pay a penalty in lieu of
section 149(e)and to monitor the separate Form 8038-GC for each issue to give arbitrage rebate.
requirements of sections 141 through 150. notice to the IRS that an election was made to
Cat.No.64108B Form 8038-GC (Rev.1-2012)
Form 8038-GC(Rev.1-2012) Page 2
When To File multiple tax-exempt governmental obligations 1.At least 75%of the available construction
To file a separate return for a single issue,file if the form is used for consolidated reporting. proceeds of the issue are to be used for
construction expenditures with respect to
Form 8038-GC on or before the 15th day of Tax-exempt obligation.This is any obligation
the second calendar month after the close of including a bond,installment purchase property be owned by a governmental unit
the calendar quarter in which the issue is agreement,or financial lease,on which the or a 501(c)(3)organization,and
issued. interest is excluded from income under 2.All of the bonds that are part of the issue
To file a consolidated return for multiple section 103. are qualified 501(c)(3)bonds,bonds that are
not private activity bonds,or private activity
issues,file Form 8038-GC on or before Tax-exempt governmental obligation.A
February 15th of the calendar year following tax-exempt obligation that is not a private bonds issued to finance property be owned
the year in which the issue is issued. activity bond(see below)is a tax-exempt or a governmental unit or a 501(c)(3)
governmental obligation.This includes a bond organization.
Late filing.An issuer may be granted an issued b qualified volunteer fire department y a q p In lieu of rebating any arbitrage that may be
extension of time to file Form 8038-GC under
section 3 of Rev.Proc.2002-48,2002-37 under section 150(e). owed to the United States,the issuer of a
I.R.B.531,if it is determined that the failure to Private activity bond.This includes an construction issue may make an irrevocable
file on time is not due to willful neglect.Type obligation issued as part of an issue in which: election to pay a penalty.The penalty is equal
or print at the to of the form,"Request for u to 1-1/2%of the amount of construction
p p q More than 10/o of the proceeds are to be proceeds that do not meet certain spending
Relief under section 3 of Rev. Proc.2002-48." used for any private activity business use,and requirements.See section 148(%4)(C)and the
Attach to the Form 8038-GC a letter briefly
stating why the form was not submitted to the •More than 10%of the payment of principal Instructions for Form 8038-T.
IRS on time.Also indicate whether the or interest of the issue is either(a)secured by
obligation in question is under examination by an interest in property to be used for a private Specific Instructions
the IRS. Do not submit copies of an bond business use(or payments for such property)
p� Y In general,a Form 8038-GC must be
documents,leases,or installment sale or(b)to be derived from payments for completed on the basis of available
documents.See Where To File next. property(or borrowed money)used for a information and reasonable expectations as of
private business use. the date of issue.However,forms that are
Where To File It also includes a bond,the proceeds of filed on a consolidated basis may be
which(a)are to be used to make or finance completed on the basis of information readily
File Form 8038-GC,and any attachments, loans(other than loans described in section available to the issuer at the close of the
with the Department of the Treasury,Internal 141(c)(2))to persons other than governmental calendar year to which the form relates,
Revenue Service Center,Ogden,UT 84201. units and(b)exceeds the lesser of 5%of the supplemented by estimates made in good
Private delivery services.You can use proceeds or$5 million. faith.
certain private delivery services designated by Issue.Generally,obligations are treated as Part I—Reporting Authority
the IRS to meet the"timely mailing as timely part of the same issue only if they are issued
filing/paying"rule for tax returns and Amended return.An issuer may file an
payments.These private delivery services by the same issuer, the same date,and as amended return to change or add to the
include only the following: part of a single transaction,or a series of information reported on a previously filed
related transactions.However,obligations return for the same date of issue.If you are
•DHL Express(DHL):DHL Same Day Service. issued during the same calendar year(a) filing to correct errors or change a previously
•Federal Express(FedEx):FedEx Priority under a loan agreement under which amounts filed return,check the"Amended Return"box
to
Overnight,FedEx Standard Overnight,FedEx are to advanced periodically(a"draw- in the heading of the form.
2Day,FedEx International Priority,and FedEx down loan")or(b)with a term not exceeding
International First. 270 days,may be treated as part of the same The amended return must provide all the
issue if the obligations are equally and ratably information reported on the original return, in
•United Parcel Service(UPS): UPS Next Day secured under a single indenture or loan addition to the new corrected information.
Air,UPS Next Day Air Saver,UPS 2nd Day agreement and are issued under a common Attach an explanation of the reason for the
Air,UPS 2nd Day Air A.M.,UPS Worldwide financing arrangement(for example,under the amended return and write across the top
Express Plus,and UPS Worldwide Express. same official statement periodically updated "Amended Return Explanation."
The private delivery service can tell you to reflect changing factual circumstances). Line 1.The issuer's name is the name of the
obligations issued under a draw-
for oblig
how to get written proof of the mailing date. Also, entity issuing the obligations,not the name of
down loan that meets the requirements of the the entity receiving the benefit of the
Other Forms That May Be preceding sentence,obligations issued during financing.In the case of a lease or installment
different calendar years may be treated as
Required part of the same issue if all of the amounts to sale,the issuer is the lessee or purchaser.
For rebating arbitrage(or paying a penalty in be advanced under the draw-down loan are Line 2.An issuer that does not have an
lieu of arbitrage rebate)to the Federal reasonably expected to be advanced within 3 employer identification number(EIN)should
Government,use Form 8038-T,Arbitrage years of the date of issue of the first apply for one on Form SS-4,Application for
Rebate,Yield Reduction and Penalty in Lieu obligation.Likewise,obligations(other than Employer Identification Number.You can get
of Arbitrage Rebate. For private activity private activity bonds)issued under a single this form on the IRS website at IRS.gov or by
bonds,use Form 8038,Information Return for agreement that is in the form of a lease or calling 1-800-TAX-FORM(1-800-829-3676).
Tax-Exempt Private Activity Bond Issues. installment sale may be treated as part of the You may receive an EIN by telephone by
For a tax-exempt governmental obligation same issue if all of the property covered by following the instructions for Form SS-4.
with an issue price of$100,000 or more,use that agreement is reasonably expected to be Lines 3 and 4.Enter the issuer's address or
Form 8038-G. delivered within 3 years of the date of issue of the address of the designated contact person
the first obligation. listed on line 6.If the issuer wishes to use its
Rounding to Whole Dollars Arbitrage rebate.Generally,interest on a own address and the issuer receives its mail
You may show the money items on this return state or local bond is not tax-exempt unless in care of a third party authorized
as whole-dollar amounts.To do so,drop any the issuer of the bond rebates to the United representative(such as an accountant or
amount less than 50 cents and increase any States arbitrage profits earned from investing attorney),enter on the street address line
amount from 50 to 99 cents to the next higher proceeds of the bond in higher yielding "C/O"followed by the third parry's name and
dollar. nonpurpose investments.See section 148ft street address or P.O.box.Include the suite,
Construction issue.This is an issue of tax- room,or other unit number after the street
Definitions exempt bonds that meets both of the address. If the post office does not deliver
mail to the street address and the issuer has a
Obligations.This refers to a single tax- following conditions: P.O.box,show the box number instead of the
exempt governmental obligation if Form
8038-GC is used for separate reporting or to
Form 8038-GC(Rev.1-2012) Page 3
street address.If a change in address occurs Lines 9i and 9j.For line 9i,enter the amount Paid Preparer
after the return is filed,use Form 8822, of the proceeds that will be used to pay
Change of Address,to notify the IRS of the principal,interest,or call premium on any If an authorized representative of the issuer
new address. other issue of bonds,including proceeds that filled in its return,the paid preparer's space
will be used to fund an escrow account for should remain blank.Anyone who prepares
Note.The address entered on lines 3 and 4 is this purpose.Several lines may apply to a the return but does not charge the
the address the IRS will use for all written particular obligation.For example,report on organization should not sign the return.
communications regarding the processing of lines 9i and 9j obligations used to refund prior Certain others who prepare the return should
this return,including any notices.By issues which represent loans from the not sign.For example,a regular,full-time
authorizing a person other than an authorized proceeds of another tax-exempt obligation. employee of the issuer,such as a clerk,
officer or other employee of the issuer to secretary,etc.,should not sign.
Line 9k.Enter on line 9k the amount on line
communicate with the IRS and whom the IRS 8a that does not represent an obligation Generally,anyone who is paid to prepare a
may contact about this return,the issuer described on lines 9a through 9j. return must sign it and fill in the other blanks
authorizes the IRS to communicate directly in the Paid Preparer Use Only area of the
with the individual listed on line 6,whose Line 10.Check this box if the issuer has return.A paid preparer cannot use a social
address is entered on lines 3 and 4 and designated any issue as a"small issuer security number in the Paid Preparer Use Only
consents to disclose the issuer's return exception"under section 265(b)(3)(13)(i)(III). box.The paid preparer must use a preparer
information to that individual,as necessary,to Line 11.Check this box if the issue is a tax identification number(PTIN).If the paid
process this return. construction issue and an irrevocable election preparer is self-employed,the preparer
to pay a penalty in lieu of arbitrage rebate has should enter his or her address in the box.
Line 5.This line is for IRS use only.Do not been made on or before the date the bonds The paid preparer must:
make any entries in this box. were issued.The penalty is payable with a
tion of Obligations Form 8038-T for each 6-month period after Sign the return in the space provided for the
Part II—Descri
p g preparer's signature,and
the date the bonds are issued.Do not make
Check the appropriate box designating this as
a return on a single issue basis or a any payment of penalty in lieu of rebate with Give a copy of the return to the issuer.
Form 8038-GC.See Rev.Proc.92-22,
consolidated return basis. 1992-1 C.B.736,for rules regarding the Paperwork Reduction Act Notice
Line 8a.The issue price of obligations is "election document."
We ask for the information on this form to
generally determined under Regulations
Line 12.Enter the name of the vendor or bank carry out the Internal Revenue laws of the
section 1.148-1(b).Thus,when issued for who is a party to the installment purchase United States.You are required to give us the
cash,the issue price is the price at which a agreement, loan,or financial lease.If there information.We need it to ensure that you are
substantial amount of the obligations are sold are multiple vendors or banks,the issuer complyingwith these laws.
to the public.To determine the issue price of should attach a schedule.
an obligation issued for property,see sections You are not required to provide the
1273 and 1274 and the related regulations. Line 13.Enter the employer identification information requested on a form that is
number of the vendor or bank who is a party subject to the Paperwork Reduction Act
Line 8b.For a single issue,enter the date of to the installment purchase agreement,loan, unless the form displays a valid OMB control
issue(for example,03/15/2010 for a single or financial lease. If there are multiple vendors number. Books or records relating to a form
issue issued on March 15,2010),generally or banks,the issuer should attach a schedule.
the date on which the issuer physically or its instructions must be retained as long as
exchanges the bonds that are part of the Signature and Consent their contents may become material in the
issue for the underwriter's(or other administration of any Internal Revenue law.
purchaser's)funds;for a lease or installment An authorized representative of the issuer Generally,tax returns and return information
sale,enter the date interest starts accrue. must sign Form 8038-GC and any applicable are confidential,as required by section 6103.
For issues reported on a consolidated basis, certification.Also print the name and title of The time needed to complete and file this
enter the first day of the calendar year duri the person signing Form 8038-GC.The ng authorized representative of the issuer signing form will vary depending on individual
which the obligations were issued(for this form must have the authority to consent circumstances.The estimated average time is:
example,for calendar year 2010,enter to the disclosure of the issuer's return Learning about the
01/01/2010).
information,as necessary to process this law or the form 4 hr.,46 min.
Lines 9a through 9h.Complete this section if return,to the person(s)that has been Preparing the form . . . . 2 hr.,22 min.
property other than cash is exchanged for the designated in this form.
obligation,for example,acquiring a police car, Copying,assembling,and
a fire truck,or telephone equipment through a Note. If the issuer authorizes in line 6 the IRS sending the form to the IRS . 2 hr.,34 min.
series of monthly payments.(This type of o communicate with a person other than an
officer or other employee of the issuer,(such If you have comments concerning the
obligation is sometimes referred to as a authorization shall include contact both in accuracy of these time estimates or
"municipal lease.")Also complete this section writing regardless of the address entered in suggestions for making this form simpler,we
if real property is directly acquired in would be ha to hear from you.You can
exchange for an obligation to make periodic lines 3 and 4,and by telephone)by signing me
this form,the issuer's authorized write to the Internal Revenue Service,Tax
payments of interest and principal. representative consents to the disclosure of Products Coordinating Committee,
Do not complete lines 9a through 9d if the the issuer's return information,as necessary SE:W:CAR:MP:T:M:S,1111 Constitution Ave.
proceeds of an obligation are received in the to process this return,to such person. NW, IR-6526,Washington,DC 20224.Do not
form of cash even if the term"lease"is used send the form to this address.Instead,see
in the title of the issue.For lines 9a through Where To File.
9d,enter the amount on the appropriate line
that represents a lease or installment
purchase. For line 9d,enter the type of item
that is leased. For lines 9e through 9h,enter
the amount on the appropriate line that
represents a bank loan.For line 9h,enter the
type of bank loan.
8.E.e
I
Agreement Number:
DES Use•On1y N
•L
O
MASTER CONTRACT USAGE AGREEMENT a
This Master Contract Usage Agreement(the"Agreement") is made pursuant to Chapter 39.34 of o
the Revised Code of Washington, and other applicable laws, by and between the state of
Washington (the"State"), actin by an trough the partment of Enterprise Services("DES"), °a
an agency of the State,and o
Eu ty A'ane U
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a state agency, or local or federal agency or ntity, or public benefit nonprofit corporation, ot•any aEi
tribe located in the State ("Buyer"). N
1. Purpose: The purpose of the Agreement is to establish the terms and conditions for when
Buyer purchases or acquires goods and services for its direct use under contracts entered into y
by DES that permit such use("Master Contracts").
2. Duration: This Agreement will become effective on date of execution, and will continue in 3
full force and effect until thirty (30) clays following receipt of written notice from either party
cancelling this Agreement. E
a�
a�
3. Agreement Contact Information: Contact person to whom contract documents and related a
communications are to be mailed or faxed.
c
Organization Name:
Tax Identification Number:
l a
Unified Business Identifier Requiredfor A'on-Profit:
Contact Name: c
a�
Title: �7 c
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Address: ��O o
City: f State: Zi 00
Phone Number: w
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Email Address:
4. Cancellation of Agreement: This agreement an be terminated by either party upon 30 days r
written notice provided to DES at: 3
Email to: mcua@des.wa,gov OR Mail to: WA Dept of Enterprise Services L
Attn: ACCO o
P.O. Box 41409 v
Olympia, WA 98504-1401
Y
5. Financial Responsibility: Buyer will deal directly with the Master Contract contractor, o
supplier,or set vice supplier("Contractor")for any purchases Buyer makes pursuant to this
Agreement and under a Master Contract. DES does not accept any responsibility,financial v
or otherwise,for any purchase Buyer makes under a Master Contract.
E
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Packet Pg. 267
8.E.e
Agreement Number:
DES Use Onji, m
N
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6. Compliance with Other Laws: Each of the patties will comply with all applicable federal,
state,and local laws and regulations governing its own purchases. a
C
7. Master Contract Audits: Buyer agrees to cooperate with DES,the Office of the State °
Auditor,federal officials,or any third party authorized by law,rule,regulation or contract, in c
any audit conducted by such party related to any Master Contract(s)that Buyer has made Q-
purchases from pursuant to this Agreement,including providing records related to any i j
purchase from a Master Contract.In addition,Buyer agrees to provide,upon request from
DES,documentation to confirm its eligibility to use Master Contracts. ;
8. Dispute Resolution: If there are any disputes between Buyer and a Contractor,Buyer agrees N
to (a)provide DES written notice of the nature of the dispute;and(b)unless otherwise U
provided in the Master Contract or as set forth below,work in good faith with the Contractor
to resolve the dispute without the involvement of DES. DES may, upon request, review and
assist in the resolution of a dispute,and if DES chooses to do so,the Buyer wilt cooperate 3
with DES in that resolution process.
as
In its sole discretion,DES may,but is not obligated to,upon written notice to Buyer,resolve E
disputes with a Contractor on behalf of Buyer and all other state, local,and federal agencies,
local governments,and public benefit nonprofit corporations with similar or related disputes a
rn
with such Contractor.
.y
9, No Separate itity: No separate legal or administrative entity is intended to be created by,or
L
for the adm' istrat`on of,this Agreemit. a
10.Hold Harmless: Each party agrees to defend,indemnify,and hold the other party harmless
from any claim arising from such party's sole negligent,reckless,or willful misconduct.
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11. Entire Agreement: This Agreement sets forth the entire agreement between the parties,and
supersedes any other prior written agreements between the parties,with respect to the subject ..
0
matter hereof. c
Go
n
IN WITNESS WHEREOF the parties having read this Agreement,agree to A in each and every co
particular,and have executed it below. "'
a
APPROVED APPROVED r
3
WASHINGTON STATE
DEPARTMENT OF ENTERPRISE S RVIC S U o
Entity Name _ Entit tYr
m
Y
Signature Igna •e o
Farrell Presnell,Acting Assistant Director
Name/Title Name/Tie v
m
Date Dat E
U
°
2 a
Packet Pg. 268
TD TO SIGN—Dell Drone Work Station (ONE-
TIME PURCHASE)
Final Audit Report 2024-05-10
Created: 2024-05-10
By: Ikhra Mohamed(imohamed@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAXX9g90SEH4g6liiygl9pjOPJyRj6KUav
"TD TO SIGN—Dell Drone Work Station (ONE-TIME PURCHASE
)" History
E Document created by Ikhra Mohamed (imohamed@kentwa.gov)
2024-05-10-5:01:29 PM GMT
Document emailed to JAMES ENDICOTT Qendicott@kentwa.gov)for approval
2024-05-10-5:01:55 PM GMT
15 Document approved by JAMES ENDICOTT (jendicott@kentwa.gov)
Approval Date:2024-05-10-5:58:19 PM GMT-Time Source:server
Document emailed to Tara Duckworth (tuckworth@kentwa.gov)for signature
2024-05-10-5:58:20 PM GMT
Email viewed by Tara Duckworth (tuckworth@kentwa.gov)
2024-05-10-8:08:38 PM GMT
Document e-signed by Tara Duckworth (tuckworth@kentwa.gov)
Signature Date:2024-05-10-8:09:41 PM GMT-Time Source:server
Q Agreement completed.
2024-05-10-8:09:41 PM GMT
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