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HomeMy WebLinkAboutItem #03 Approval to Use State of Florida Contract for Procurment of Computer Hardware, Software, and Maintenance Servicest l ,Io,ido AGENDA ITEM COVER SHEET Meeting Date: November 4, 2014 Item # 3 Reviewed By: Contact Name: Al Butler, Support Services Department Director: Contact Number: 407 - 905 -3100, ext. 1543 City Manager: Subject: Authorization to use State of Florida contract for procurement of coml36ter hardware, software, and maintenance services. Background Summary: The city has purchased Dell computers under the contract secured by the Florida Department of Management Services for use by state and local government agencies as part of the Western States Contracting Alliance (Master Price Agreement B27160). Under this agreement, all participating governmental agencies are seen as a single entity for volume discount pricing. As noted on p. 14 of the Master Price Agreement, "The Purchasing Entities shall pay the lower of the prices contained in the [Product and Services Schedule] or an Announced Promotion Price, Education Discount Price, General Price Reduction price, Trade -in price, Standard Configuration price or Per Transaction Multiple Unit Discount." This contract also covers products from Apple, Fujitsu, Hewlett Packard, Lenovo, and Panasonic under the same terms. This contract primarily covers hardware, such as desktop computers, servers, and laptops, but may also cover related software and services, such as warranty coverage, product maintenance, technical assistance, and installation. Price quotes are acquired from each vendor prior to the development of a purchase order so as to ensure the cost of needed products are the best available. Many times, city staff will do online research into special pricing offers available to other entities to ensure they are also available to the city through the State contract. In addition, staff periodically seeks pricing from other large- volume vendors of products by these manufacturers and has consistent confirmed that no lower prices are available from any source. As the new fiscal year is now underway, staff seeks City Commission renewal of its authority for the continued use of this purchasing mechanism. Issue: Staff seeks City Commission authority to acquire all appropriate computer hardware, software, and services from the sources included in referenced State Contract No. 250 - WSCA -10 -ACS; a.k.a., Western States Contacting Alliance Master Price Agreement for Computer Equipment, Peripherals, and Related Services, Number B27160. Recommendations Staff recommends that the City Commission authorize the staff to acquire covered computer hardware, software, and services under the provisions of the above - referenced State contract. Representative uses of the State contract include: 1. Desktop computers, laptops, and tablets for typical users, primarily from Dell Marketing L.P. due to their low cost and staff familiarity with the products in order to better provide technical support of city users; however, there are times when these products need to be acquired from other manufacturers when Dell products are not suitable. For example, we will be acquiring a new computer for the speaker's podium in the City Commission Chambers as part of the recently approved audiovisual reconstruction project. Dell products have an issue with providing high quality audio and video through the built -in HDMI video circuits. Instead, a Hewlett Packard product will be acquired in order to meet this specific need. 2. Tablet computers for specific users who have a need for rugged construction units, such as law enforcement officers who use motorcycles or field inspectors in the Building Division. 3. Servers, disk drives, and other high capacity, multi -user units. 4. Accidental damage and extended warranty coverage. The subject State contract has a five -year term that ends on December 31, 2014. It is our expectation that the next issuance /renewal of the contract will continue the same terms and conditions as the current version, which is itself an extension of the prior version that went into effect in 2004. Accordingly, staff asks that the authority sought here be extended to apply to the next version of this contract should the City Manager determine that the terms are similarly favorable. Staff would continue to identify the most appropriate supplier of products for each specific acquisition. When that product can be supplied best by a company covered by the State contract, it will be utilized. There will, of course, occasionally be a need to procure other computer hardware, software, and services from different sources for many specialized needs. These procurements, which are not covered by the subject State contract, would continue to be governed by the city's normal purchasing rules and regulations. Attachments: Related State contract. Financial Impact: Maintenance of the prior practice of using this State contract and its successors will continue to provide a cost - effective solution to meeting the city's needs for computing hardware, software, and services within the scope of the contract's coverage. The FY 2015 General Government budget for computer equipment purchases is $203,500. There are also department- specific budget allocations for the acquisition of computing hardware, software, and services. Type of Item: (please mark with an 'Y) Public Hearing For Clerk's Dept Use Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Reviewed by Reviewed by City Attorney Reviewed by Finance Dept. N/A N/A N/A Miscellaneous IT Equipment (WSCA) / Alternate Contract Source / State Contracts and ... Pagel of 3 Department of Management Services Florida Department of Management Services > Business Operations > State Purchasing > Vendor Information > State Contracts and Agreements > Alternate Contract Source > Miscellaneous IT Equipment (WSCA) << Return Miscellaneous IT Equipment (WSCA)250- WSCA -10 -ACS Effective Period 10/11/2009 through 12/31/2014 Contract Type Alternate Contract Source • Prlcing Contract Information Contractors How to Use this Alternate Contract Source Apple W Master Agreement (" 1.47 MB) Apple DMS Participating Adde (' 266.02 KB) Dell WSCA Master Agreement ('' 1.48 MB) Dell DMS Participatinq Adden ( 485.63 KB) Fujitsu WSCA Master Agreement (, 1.98 MB) Fujitsu DMS Participat Addenda 452.32 KB) Contract Documents HP W SCA M aster Agreemen (I '` 1.78 MB) HP DMS Participating Addenda (' 734.61 KB) Lenovo WSCA Master Agree ( '' 2.00 MB) Len ovo DMS Pa Addenda ( 418.27 KB) Panasonic WSCA Master Agreement ( 1.62 MB) Pana soni c D MS P artic ip ating Addenda (: 651.50 KB) Amendments and Memoran Forms and Other Information Contract • Bria Leger • 850 - 410 -0978 Administration • bria leger adms A myflor ida. com Commodity Codes 250 -040, 250 -780, 250 -880, UNSPSC- 43211500, UNSPSC- 43211600, UNSPSC- 43211900 Description This alternate contract source includes the purchase or leasing (as permitted by state and local requirements) of computer equipment, peripherals and related services from HP, Dell and Apple not currently available on state term contracts. Benefits • This contract is available only for products not on state term contracts • "WSCA Store" websites provided by vendors • WSCA participating addendums are entered on behalf of governmental entities in Florida for HP, Dell, and Apple. Document reader download link • Adobe P Reader http: / /www.dms.myflorida.com/ business_ operations/ state_ purchasing /vendor informatio... 10/27/2014 WESTERN STATES CONTRACTING ALLIANCE MASTER PRICE AGREEMENT for COMPUTER EQUIPMENT, PERIPHERALS, AND RELATED SERVICES Number 627160 This Agreement is made and entered into by Dell Marketing L.P., One Dell Way, Mailstop 8708, Round Rock, TX 78682 ( "Contractor ") and the State of Minnesota, Department of Administration ( "State ") on behalf of the State of Minnesota, participating members of the National Association of State Procurement officials (NASPO), members of the Western States Contracting Alliance (WSCA) and other authorized Purchasing Entities. RECITALS WHEREAS, the State has the need to purchase and the Contractor desire to sell; and, WHEREAS, the State has the authority to offer contracts to CPV members of the State of Minnesota and to other states. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: INTENT AND PURPOSE The intent and purpose of this Agreement is to establish a contractual relationship with equipment manufacturers to provide, warrant, and offer maintenance services on ALL products proposed in their response to the RFP issued by the State of Minnesota. Delivery, support, warranty, and maintenance may be provided by the Contractor using subcontractors. The Contractor agrees to take responsibility for the warranty and maintenance of all products furnished under this Agreement. The Contractor is responsible for the timeliness and quality of all services provided by individual subcontractors. Subcontractor participation will be governed by individual Participating Entities, who have the sole discretion to determine if they will accept services from a subcontractor. Individual Purchasing Entities may enter in to lease agreements for the products covered in this Master Price Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process. The Contractor submitted copies of its lease agreements with its response to the RFP. The lease agreements were not reviewed Published: February 9, 2004 REQUEST FOR PROPOSAL Page 1 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials or evaluated as part of the RFP evaluation process. The agreement is located in Exhibit D, Leasing. The Agreement is NOT for the purchase of major, large hardware or hardware and software offerings. In general, individual units /configurations for servers and storage (SRNs, etc.) should not exceed $300,000 each. Desktop per unit/configuration costs should not exceed $100,000. Printers of all types and monitors per unit/configuration costs should not exceed $50,000 each. It is the expressed intent of some of the Participating States to set this level at not to exceed $25,000 each, or $50,000. Contractors must be willing to comply with these restrictions by agreeing to supply products in those price ranges only. This IS NOT a restriction on how many units /configurations can be purchased, but on the value of each individual unit/configuration. Individual Participating States and Participating Entities may set specific limits in a participating addendum above these limits, with the prior approval of the WSCA Directors; or may set specific limits in a participating addendum below these limits. Contractors may offer, but participating states and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the Agreement. 1. Definitions "Announced Promotional Price" are prices offered nationally to specific categories of customers (Consumer, Business or government) for defined time periods under predefined terms and conditions. "Consumables" those items that are required for the operation of the Equipment offered or supplied which are consumed over time with the purchaser's use of the equipment are included — printer cartridges, batteries, projector bulbs, etc. Consumables such as magnetic media paper and -generally available office supplies are excluded. "Configuration" in most instances in this document means a total system configuration. This may include more than one model or part number (or SKU), or a combination of hardware, software, and configuring of the system to make the system work. "Contract" means a binding agreement for the procurement of items of tangible personal property or services. Contract and Master Price Agreement are used interchangeably in this document. "Contractor" means the successful Responder who enters into a binding Master Price Agreement. The Contractor responsible for all sales, support, warranty, and maintenance services for the products included in this Agreement. The Contractor must manufacture or take direct, non - assignable, legal responsibility for the manufacture of the equipment and warranty thereof. For the purposes of this Contract, the term Contractor and Contract Vendor are synonymous. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 2 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials "CPV Member" is any governmental unit having independent policy making and appropriating authority, that is a member of Minnesota's Cooperative Purchasing Venture (CPV) program. "CPV Program." The Cooperative Purchasing Venture (CPV) program, as established by Minn. Stat. § 16C.03, subd. 10, authorizes the commissioner of Administration to "enter into a cooperative purchasing agreement for the provision of goods, services, and utilities with [governmental entities] ..., as described in section 471.59, subdivision 1." Based on this authority, the commissioner of Administration, through the Materials Management Division (MMD), enters into a joint powers agreement that designates MMD as the authorized purchasing agent for the governmental entity. It is not legal for governmental entities that are not members of the CPV program to purchase from a State contract. Vendors are free to respond to other solicitations with the same prices they offer under a contract, but that is not considered use of the "State contract price." "Cumulative Volume Discount" means a contractual, cumulative, permanent volume discount based on dollars resulting from the cumulative purchases by all governmental purchasers for the duration of the Master Price Agreement. "Documentation" refers to manuals, handbooks, and other publications listed in the PSS, or supplied with products listed in the PSS, or supplied in connection with services. Documentation may be provided on magnetic media or may be downloaded from the Contractor's web site. "E- Rate" is a program sponsored by the Federal Communications Commission whereby educational and other qualifying institutions may purchase authorized technology at reduced prices. "Educational Discount Price" means the price offered in a nationally announced promotion, which is limited to educational customers only. "Equipment" " means workstations, desktop, laptop (includes Tablet PC's), handheld (PDA) devices, projectors, servers, printers, monitors, computing hardware, including upgrade components such as memory, storage drives, and spare parts. AUDIO VISUAL PRODUCTS (digital cameras, televisions, whiteboards, etc.) are NOT included in this RFP or subsequent contracts. The exception to this definition is whiteboards, which can be sold as part of the Instructional Bundles, but not as a stand -alone item. "FCC" means the Federal Communications Commission or successor federal agency. In the event of deregulation, this term applies to one or more state regulatory agencies or other governing bodies charged to perform the same, or similar, role. "General Price Reduction Price" means the Contractor retail price reduction offered to consumer, business or governmental purchasers. General Price reduction prices will be reflected in the PSS as soon as practical. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 3 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials "Lead State" means the State conducting this cooperative solicitation and centrally administering any resulting Master Price Agreement(s). For this Master Price Agreement, the Lead State is Minnesota. "Mandatory" The terms "must" and "shall" identify a mandatory item or factor. "Manufacturer" means a company that, as its primary business function, designs, assembles, owns the trademark/patent and markets computer equipment including workstations, desktop computers, laptop (includes Tablet PC's) computers, handheld (PDA) devices, servers, printers, and storage solutions /auxiliary storage devices. The manufacturer must provide direct un- infringed unlimited USA OEM warranties on the products. The manufacturer's name(s) shall appear on the computer equipment. The Contractor(s) shall provide the warranty service and maintenance for equipment on a Master Price Agreement as well as a Takeback Program. "Master Price Agreement" means the contract that MMD will approve that contains the foundation terms and conditions for the acquisition of the Contractor's products and/or services by Purchasing Entities. The "Master Price Agreement" is a permissive price agreement. In order for a Purchase Entity to participate in a Master Price Agreement, the appropriate state procurement official or other designated procurement official must be a Participating State or Participating Entity. "Materials Management Division" or "MMD" means the procurement official for the State of Minnesota or a designated- representative. " NASPO" means the National Association of State Procurement Officials "Participating Addendum" or "Participating Addenda" means a bilateral agreement executed by the Contractor and a Participating State or political subdivision of a State that clarifies the operation of the price agreement for the State or political subdivision concerned, e.g. ordering procedures specific to a State or political subdivision and other specific language or other requirements. Terms and conditions contained in a Participating Addendum shall take precedence over the corresponding terms in the master price agreement. Additional terms and conditions, including but not limited to payment terms, may be added via the Participating Addendum. However, a Participating Addendum may not alter the scope of this Agreement or any other Participating Addendum. Unless otherwise specified, the Participating Addendum shall renew consecutively with the Master Price Agreement. One digitally formatted, executed copy of the Participating Addendum must be submitted to the WSCA/NASPO Contract Administrator PRIOR to any orders being processed. "Participating State" or "Participating Entity" means a member of NASPO (Participating State) or a political subdivision of a NASPO member (Participating Entity) who has indicated its intent to participate by signing an Intent to Participate, where required, or another state or' political subdivision of another state authorized by the WSCA Directors to be a party to the resulting Master Price Agreement. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 4 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials "PDA" means a Personal Digital Assistant and refers to a wide variety of handheld and palm -size PCs, and electronic organizers. PDA's usually can store phone numbers, appointments, and to -do lists. PDA's can have a small keyboard, and/or have only a special pen that is used for input and output. The PDA can also have a wireless fax modem. Files can be created on a PDA which is later entered into a larger computer. NOTE: For this procurement, all Tablet PC's are NOT considered PDA's. The Contractor(s) shall provide the warranty service and maintenance for equipment on a Master Price Agreement as well as a Takeback Program. "Peripherals" means any product,that can be attached to, added within, or networked with personal computers or servers, including but not limited to storage, printers (including multifunction network printers), scanners, monitors, keyboards, projectors, uninterruptible power supplies and accessories. Software, as defined in the RFP, is not considered a peripheral. Adaptive /Assistive technology devices are included as well as configurations for education. Peripherals may be manufactured by a third party, however, Contractor shall not offer any peripherals manufactured by another contractor holding a Master Price Agreement without the prior approval of the WSCA/NASPO Contract Administrator. AUDIO VISUAL PRODUCTS (digital cameras, televisions, whiteboards, etc.) are NOT included in the contract. The exception to this definition is whiteboards, which can be sold as part of the Instructional Bundles, but not as a stand -alone item. The Contractor(s) shall provide the warranty service and maintenance for equipment on a Master Price Agreement as well as a Takeback Program. "Permissive Price Agreement" means that placement of orders through the Price Agreement is discretionary with Purchasing Entities. They may satisfy their requirements through the Price Agreement without using statutory or regulatory procedures (e.g., invitations for bids) to solicit competitive bids or proposals. Purchasing Entities may, however, satisfy requirements without using the Price Agreement as long as applicable procurement statutes and rules are followed. "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 Purchasing Entity or multiple entities conducting a cooperative purchase. "Political Subdivision" means local pubic governmental subdivisions of a state, as defined by that state's statutes, including instrumentalities and institutions thereof. Political subdivisions include cities, counties, courts, public schools and institutions of higher education. "Price Agreement/Master Price Agreement" means an indefinite quantity contract that requires the Contractor to furnish products or services to a Purchasing Entity that issues a valid Purchase Order. "Procurement Manager" means the person or designee authorized by MMD to manage the relationships with WSCA, NASPO, and Participating States /Participating Published: February 9, 2004 REQUEST FOR PROPOSAL Page 5 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Entities. "Product(s)" means personal computer equipment, peripherals, LAN hardware, pre - loaded Software, and Network Storage devices, but not unrelated services. The Contractor(s) shall provide the warranty service and maintenance for equipment on a Master Price Agreement as well as a Takeback Program. "Products and Services Schedule Prices" or "PSS" refers to a complete list, grouped by major product and /or service categories, of the Products and services provided by the contractor that consists of an item number, item description and the Purchasing Entity's price for each Product or Service. All such Products and services shall be approved by the WSCA/NASPO Contract Administrator prior to being listed on a Contractor - supplied web site accessed via a URL. The Contractor(s) shall provide the warranty service and maintenance for all equipment listed on the PSS on a Master Price Agreement as well as a Takeback Program. "Purchase Order" means an electronic or paper document issued by the Purchasing Entity that directs the Contractor to deliver Products or Services pursuant to a Price Agreement. "Purchasing Entity" means a Participating State or another legal entity, such as a political subdivision, properly authorized by a Participating State to enter into a contract for the purchase of goods described in this solicitation. Unless otherwise limited by statute, in this solicitation or in a Participating Addendum, political subdivisions of Participating States are Purchasing Entities and authorized to purchase the goods and /or services described in this solicitation. "Refurbished Products" are products that may have been powered on or used by another customer that have been fully retested, defective parts replaced, and repackaged to meet original factory specifications. "Services" are broadly classed as installation /de- installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Price Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de- installation, factory integration (software or equipment components), asset management, recycling /disposal, training and certification, pre - implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. General consulting and all forms of application development and pro services are excluded. "Servicing Subcontractor /Subcontractor /Reseller Agent" means a Contractor authorized and state - approved subcontractor who may provide local marketing support or other authorized services on behalf of the Contractor in accordance with the terms and conditions of the Contractor's Master Price Agreement. A wholly owned subsidiary or other company providing warranty or other technical support services qualifies as a Servicing Subcontractor. Local business partners may qualify as Servicing Subcontractors. Servicing Subcontractors may not directly accept Purchase Published: February 9, 2004 REQUEST FOR PROPOSAL Page 6 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Orders or payments for Products or Services from Purchasing Entities, unless otherwise provided for in a Participating Addendum. Servicing Subcontractors shall be named individually or by class in the Participating Addendum. The Contractors) actually holding the Master Price Agreement shall be responsible for Servicing Subcontractor's providing products and services, as well as warranty service and maintenance for equipment the subcontractor has provided on a Master Price Agreement as well as the Takeback Program "Standard Configurations" or "Premium Savings Configurations (Packages)" means deeply discounted standard configurations that are available to Purchasing Entities using the Master Price Agreement only. Any entity, at any time, that commits to purchasing the Premium Savings Configurations shall receive the same price from the contract awardees. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of time or intervals. "State Procurement Official" means the director of the central purchasing authority of a state. "Storage Solution /Auxiliary Storage" means the technology and equipment used for storage of large amounts of data or information. This includes technologies such as: Network Attached Storage (NAS) and Storage Area Networks (SAN). The Contractor(s) shall provide the warranty service and maintenance for equipment on a Master Price Agreement as well as a Takeback Program " Takeback Program" means the Contractor's process for accepting the return of the equipment or other products at the end of life —as determined by the State utilizing the Master Price Agreement. "Trade In" refers to the exchange of used Equipment for new Equipment at a price reduced by the value of the used Equipment. "Travel" means expenses incurred by authorized personnel directly related to the performance of a Service. All such expenses shall be documented in a firm quotation for the Purchasing Entity prior to the issuance and acceptance of a Purchase Order. Travel expenses will be reimbursed in accordance with the purchasing entities allowances, if any, as outlined in the PA. "Universal Resource Locator" or "URL" means a standardized addressing scheme for accessing hypertext documents and other services using the WWW browser. "WSCA" means the Western States Contracting Alliance, a cooperative group contracting consortium for state procurement officials, representing departments, institutions, agencies, and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 7 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials "WSCA/NASPO Contract Administrator" means the person or designee authorized by MMD to manage all actions related to the Master Price Agreements on behalf of the State of Minnesota, the participating NASPO and WSCA members, and other authorized purchasers. 2. Scope of Work The Contractor, or its approved subcontractor, shall deliver computing system Products and services to Purchasing Entities in accordance with the terms of this agreement. This Agreement is a "Master Price Agreement ". Accordingly, the Contractor shall provide Products or Services only upon the issuance and acceptance by Contractor of valid "Purchase Orders ". Purchase Orders may be issued to purchase the license for software or to purchase products listed on the Contractor's PSS. A Purchasing Entity may purchase any quantity of Product or Service listed in the Contractor's PSS at the prices in accordance the Paragraph 13, Price Guarantees. Subcontractor participation is governed by the individual Participating State procurement official. The Contractor is required to provide and /or agree to take responsibility for the manufacturer's warranty and maintenance of all proposed equipment, including peripherals. Taking responsibility means the Contractor will provide fulfillment of manufacturer's warranty and maintenance and will provide warranty and maintenance call numbers, ensure manufacturer accepts, processes and responds to those calls, and Contractor shall take responsibility to fulfill warranty as purchased with product. The Contractor shall offer a Takeback Program for all products covered by this Agreement. 3. Title Passage The Contractor must pass unencumbered title to any and all products purchased under this Contract upon receipt of product by the State. This obligation on the part of the Contractor to transfer all ownership rights does not apply to proprietary materials owned or licensed by the Contractor or its subsidiaries, subcontractors or licensor, or to unmodified commercial software that is available to the State on the open market. Ownership rights to such materials shall not be affected in any manner by this Agreement 4. Permissive Price Agreement and Quantity Guarantee This Agreement is not an exclusive agreement. Purchasing Entities may obtain computing system Products and services from other sources during the agreement term. The State of Minnesota, NASPO and WSCA make no express or implied warranties whatsoever that any particular number of Purchase Orders will be issued or that any particular quantity or dollar amount of Products or Services will be procured. 5. Order of Precedence Each Purchase Order that is accepted_ by the Contractor shall become a part of the Agreement as to the Products and services listed on the Purchase Order only; no additional terms or conditions will be added to this Agreement as the result of acceptance of a Purchase Order. The Contractor agrees to accept all valid Purchase Orders. In the event of any conflict among these documents, the following order of precedence shall apply: Published: February 9, 2004 REQUEST FOR PROPOSAL Page 8 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials A. Executed Participating Addendum(s); B. Terms and conditions of this Agreement; C. Exhibits and amendments to this Agreement; D. The list of products and services contained in the purchase order; E. The request for proposals document; and F. Contractor's proposal including best and final offer. 6. Payment Provisions All payments under this Agreement are subject to the following provisions: A. Acceptance A 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 fifteen (15) calendar days of non - acceptance of a product or service; otherwise the Products or Services shall be deemed accepted B. Payment of Invoice Payments shall be submitted to the Contractor at the address shown on the invoice, as long as the Contractor has exercised due diligence in notifying the State of Minnesota and/or the Purchasing Entity of any changes to that address. Payment shall be made within 30 days following receipt of an invoice. The ordering entity is not required to pay the Contractor for any goods and /or services provided without a written purchase order or other approved ordering document from the appropriate purchasing entity. In addition, all goods and /or services provided must meet all terms, conditions, and specifications of the Contract and other ordering document and be accepted as satisfactory by the ordering entity before payment will be issued. Payments may be made via a Purchasing Entity's "Purchasing Card" at the time of order placement only. In the event an order is shipped incomplete (partial), the Purchasing Entity shall pay for each shipment as invoiced by the Contractor unless the Purchasing Entity has clearly specified "No Partial Shipments" on each Purchase Order. C. Payment of Taxes Payment of taxes for any money received under this agreement shall be the Contractor's sole responsibility and shall be reported under the Contractor's federal and state tax identification numbers. If a Purchasing Entity is not exempt from sales, gross receipts, or local option taxes for the transaction, the Contractor shall be reimbursed by the Purchasing Entity to the extent of any tax liability assessed. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 9 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials The State of Minnesota State agencies are subject to paying Minnesota sales and use taxes. Taxes for State agencies will be paid directly to the Department of Revenue using Direct Pay Permit #1114. D. Invoices Invoices shall be submitted to the Purchasing Entity at the address shown on the Purchase Order. Invoices shall match the total amount for each configuration on the Purchase Order. 7. Agreement Term Pursuant to Minnesota law, the term of this Agreement shall be effective upon the date of final execution by the State of Minnesota, through August 31, 2012. The Agreement may be mutually renewed for two (2) additional one -year terms, or one additional two -year term, unless terminated pursuant to the terms of this Agreement. 8. Termination The following provisions are applicable in the event that the agreement is terminated. A. Termination for Convenience At any time, the State may this agreement, in whole or in part, by giving the Contractor (30) days written notice; provided, however, neither the State nor a Purchasing Entity has the right to terminate a specific purchase order for convenience after it has been issued if the product is ultimately accepted. At any time, the Contractor may terminate this Agreement, in whole or in part, by giving the WSCA/NASPO Contract Administrator sixty (60) days written notice. Such termination shall not relieve the Contractor of warranty or other Service obligations incurred under the terms of this Agreement. In the event of a cancellation, the Contractor shall be entitled to payment, determined on a pro rata basis, for work or services satisfactorily performed and accepted. B. Termination for Cause Either party may terminate this Agreement for cause based upon material breach of this Agreement by the other party, provided that the non - breaching party shall give the breaching party written notice specifying the breach and shall afford the breaching party a reasonable opportunity to correct the breach. If within thirty (30) days after receipt of a written notice the breaching party has not corrected the breach or, in the case of a breach that cannot be corrected in thirty (30) days, begun and proceeded in good faith to correct the breach, the non - breaching party may declare the breaching party in default and terminate the Agreement effective immediately. The non - breaching party shall retain any and all other remedies available to it under the law. C. A Purchasing Entity's Rights In the event this Agreement expires or is terminated for any reason, a Purchasing Entity shall retain its rights in all Products and services accepted Published: February 9, 2004 REQUEST FOR PROPOSAL Page 10 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials prior to the effective termination date. D. The Contractor's Rights In the event this Agreement expires or is terminated for any reason, a Purchasing Entity shall pay the Contractor all amounts due for Products and services ordered and accepted prior to the effective termination date or ordered before the effective termination date and ultimately accepted. 9. Non - Appropriation The terms of this Agreement and any purchase order issued for multiple years under this Agreement is contingent upon sufficient appropriations being made by the Legislature or other appropriate governing entity. Notwithstanding any language to the contrary in this Agreement or in any purchase order or other document, a Purchasing Entity may terminate its obligations under this Agreement, if sufficient appropriations are not made by the governing entity at a level sufficient to allow for payment of the goods or services due for multiple year agreements, or if operations of the paying entity are being discontinued. The Purchasing Entity's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final and binding. A Purchasing Entity shall provide sixty (60) days notice, if possible, of its intent to terminate for reason cited above, Such termination shall relieve the Purchasing Entity, its officers and employees from any responsibility or liability for the payment of any further amounts under the relevant Purchase Order. 10. Shipment and Risk of Loss A. All deliveries shall be F.O.B. destination, prepaid and allowed, with all transportation and handling charges included in the price of the product and paid by the Contractor. Responsibility and liability for loss or damage shall remain with the Contractor as long as the Contractor designates the carrier, until delivery to the identified ship -to address, when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor's warranty obligations. B. Whenever a Purchasing Entity does not accept Products due to missing, damaged, defective, incorrect order and returns them to the Contractor, all related documentation furnished by the Contractor shall be returned also. Unless otherwise agreed upon by the Purchasing Entity, the Contractor is responsible for the return shipping cost of returned Products. The Contractor shall bear all risk of loss or damage with respect to returned Products due to missing, damaged, defective and incorrect order, except for loss or damage directly attributable to the negligence of the Purchasing Entity. C. Unless otherwise arranged between the Purchasing Entity and Contractor, all Products shall be shipped within 14 to 30 days after receipt of a purchase order, by a reliable and insured shipping company. 11. Warranties Published: February 9, 2004 REQUEST FOR PROPOSAL Page 11 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials A. The Contractor agrees to warrant and assume responsibility for each Product that it licenses, or sells, to the Purchasing Entity under this Agreement. The Contractor agrees to take legal responsibility for the warranty and maintenance of all products furnished through this Agreement. Taking responsibility means the Contractor will provide fulfillment of manufacturer's warranty and maintenance and will provide warranty and maintenance call numbers, ensure manufacturer accepts, processes, and responds to those calls. The Contractor acknowledges that the Uniform Commercial Code applies to this Agreement. In general, the Contractor warrants that: 1. The Product conforms to the specific technical information about the Contractor's products which is published in the Contractor's product manuals or data sheets, or as listed on Contractor's website. 2. The product will meet mandatory specifications provided in writing to the Contractor prior to reliance by the Participating Entity on the Contractor's skill or judgment when it advised the Purchasing Entity about the Product's ability to meet those mandatory specifications. 3. The Product will be suitable for the ordinary purposes for which such Product is intended, 4. The Product has been properly designed and manufactured for its intended use, and 5. The Product is free of significant defects in material and workmanship, or unusual problems about which the Purchasing Entity has not been warned. 6. The warranty on all Products begins on the date of the title transfer as described in Article 10. 7. Exhibit A contains additional warranties in effect as of the date of this Agreement. The warranties will be limited in duration to the time period(s) provided in Exhibit A. The warranties will not apply to use of a Product other than as anticipated and intended by the Contractor, to a problem arising after changes or modifications to the Products or operating system by any party other than the Contractor (unless expressly authorized in writing by the Contractor), or the use of a Product in conjunction or combination with other products or software not authorized by the Contractor. The following is a list of the warranties attached as Exhibit A: a) ProSupport for IT b) ProSupport for End Users C) CompleteCare B. Contractor may modify the warranties described in Exhibit A from time to time with the prior notice of the WSCA/NASPO Contract Administrator. C. Warranty documents for Products manufactured by a third party shall be Published: February 9, 2004 REQUEST FOR PROPOSAL Page 12 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials delivered to the Purchasing Entity with the Products as provided by the Manufacturers. D. The basic warranty offered shall be three year, next business day, as stated in Appendix B of the RFP, for all products included in the Bands listed in Article 14 Products and Services Schedule. 12. Patent, Copyright, Trademark and Trade Secret Indemnification A. The Contractor shall defend, at its own expense, the State of Minnesota, Participating and Purchasing Entities and their agencies against any claim that any Contractor Branded Product or Contractor Branded Service provided under this Agreement infringes any patent, copyright or trademark in the United States or Puerto Rico, and shall pay all costs, damages and attorneys' fees that a court finally awards as a result of any such claim. In addition, if any third party obtains a judgment against a Purchasing Entity based upon the Contractor's trade secret infringement relating to any Contractor Branded Product or Contractor Branded Service provided under this Agreement, the Contractor agrees to reimburse the Lead State for all costs, attorneys' fees and the amount of the judgment. To qualify for such defense and /or payment, the Lead State or Participating or Purchasing Entity shall: 1. Give the Contractor prompt written notice of any claim; 2. Allow the Contractor to control the defense or settlement of the claim; and 3. Cooperate with the 'Contractor in a reasonable way to facilitate the defense or settlement of the claim. B. If any Products or Service becomes, or in the Contractor's opinion is likely to become the subject of a claim of infringement, the Contractor shall at its option and expense: 1. Provide a Purchasing Entity the right to continue using the Products or Services; 2. Replace or modify the Products or Services so that it becomes non - infringing; or 3. Accept the return of the Products or Service and refund an amount equal to the depreciated value of the returned Products or Service, less the unpaid portion of the purchase price and any other amounts, which are due to the contractor. The Contractor's obligation will be void as to any Products or Services modified by the Purchasing Entity to the extent such modification is the cause of the claim. C. The Contractor has no obligation for any claim of infringement arising from: 1. The Contractor's compliance with the Purchasing Entity's or by a third party on the Purchasing Entity's behalf designs, specifications, or instructions; Published: February 9, 2004 REQUEST FOR PROPOSAL Page 13 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials 2. The Contractor's use of technical information or technology provided by the Purchasing Entity; 3. Product modifications by the Purchasing Entity or a third party; 4. Product use prohibited by Specifications or related application notes; or 5. Product use with products that are not the Contractor branded. 6. Non - Contractor Branded Product offerings -- with respect to any claim that Non- Contractor Branded product(s) infringes upon another person's or entity's patent, copyright, trade secret or other intellectual property rights in the United States. Contractor agrees to pass through to the appropriate Purchasing Entity any rights to indemnification protection for which Contractor currently or subsequently has an agreement in place with the potentially infringing equipment manufacturer /entity. 13. Price Guarantees The Purchasing Entities shall pay the lower of the prices contained in the PSS or an Announced Promotion Price, Educational Discount Price, General Price Reduction price, Trade -In price, Standard Configuration price or Per Transaction Multiple Unit Discount. Only General Price Reduction price decreases will apply to all subsequent Purchase Orders accepted by Contractor after the date of the issuance of the General Price Reduction prices. The initial base -line, Cumulative, and Per Transaction Multiple Unit Discounts shall be submitted by the Contractor in a format agreeable to both parties prior to signing the Agreement. Once a cumulative volume has been reached, the increased price discount will apply to all future orders, until the next level of cumulative volume is reached. 14. Product and Service Schedule The Contractor agrees to maintain the PSS in accordance with the following provisions: A. The PSS prices for Products and services will conform to the guaranteed prices discount levels on file with WSCA/NASPO Contract Administrator for the following Products: Band 1 — Servers Band 2 —Workstations Band 3 — Printers Band 4 — Storage Solutions Band 5 — PDAs Band 6 — Instructional Packages (Bundles) Band 7 — Monitors Operating Systems Local Area Networks Published: February 9, 2004 REQUEST FOR PROPOSAL Page 14 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Digital Projectors B. The Contractor may change the price of any Product or Service at any time, based upon documented baseline price changes, but the guaranteed price discount levels shall remain unchanged during the agreed period unless or until prior approval is obtained from the WSCA/NASPO Contract Administrator. The Contractor agrees that the PSS on the State's administration website shall contain a single, uniform WSCA price for configurations and items. Failure to comply with this requirement will be grounds for further action to be taken against the Contractor. C. The Contractor may make model changes; add new Products, and Product upgrades or Services to the PSS in accordance with Item 15. Product Substitutions, below_ The pricing for these changes shall incorporate, to the extent possible, comparable price discount levels approved by the WSCA/NASPO Contract Administrator for similar Products or Services. D. The Contractor agrees to delete obsolete and discontinued Products from the PSS on a timely basis. E. The Contractor shall maintain the PSS on a Contractor supplied Internet web site. 15. Product Substitutions A. Substitution of units /configurations MMD and the WSCA Directors acknowledge that individual units and configurations may stop being produced during the life of the resulting contracts. Substitution of different units and configurations will be permitted with the prior written approval of the WSCA/NASPO Contract Administrator. This substitution is at the sole discretion of the WSCA/NASPO Contract Administrator, subject only to review and approval of the WSCA/NASPO Contract Administrator. B. Addition of units /configurations MMD and the WSCA Directors acknowledge that with the evolution of technology, new, emerging units and configurations will develop. Addition of these new, emerging units may be permitted, with the prior approval of the WSCA/NASPO Contract Administrator and the WSCA Directors. The addition of new, emerging units and configurations is at the sole discretion of the WSCA/NASPO Contract Administrator, subject only to review and approval of the WSCA Directors. 16. Technical Support The Contractor agrees to maintain a toll -free technical support telephone line. The line shall be accessible to Purchasing Entity personnel who wish to obtain competent technical assistance regarding the installation or operation of Products supplied by the Published: February 9, 2004 REQUEST FOR PROPOSAL Page 15 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Contractor during a product warranty period or during a support agreement. 17. Takeback and Other Environmental Programs The Contractor agrees to maintain for the term of this Agreement, and all renewals /extensions thereof, programs as described in the following paragraphs. A. Take ba ck/Recycl i ng of CPUs, servers, monitors, flat panel displays, notebook computers, and printers. Costs are list on the web site. B. Environment: Compliance with the following standards: Blue Angel, EcoLogo, Energy Star, EPEAT (by level), Green Guard, Nordic Swan, and TCO. C. Product labeling of compliance with items B & C above, as well as a identification of such information on the web site. 18. Product Delivery Contractor agrees to deliver Products receipt of a valid Purchase Order, Purchasing Entity's Purchase Order. to Purchasing Entities within 14 -30 days after or in accordance with the schedule in the 19. Force Majeure Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot , industry-wide constraints or other catastrophes beyond the reasonable control (each a "Force Majeure event ") of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party not performing due to a Force Majeure event under this provision must provide the other party prompt written notice of the Force Majeure event and take all necessary steps to bring about performance as soon as practicable. 20. Records and Audit Per Minn. Stat. § 16C.05, Subd. 5, the books, records, documents, and accounting procedures and practices of the Contractor and its employees, agents, or subcontractors relevant to the Contract or transaction must be made available and subject to examination by the contracting agency or its agents, the Legislative Audit and /or the State Auditor for a minimum of six years after the end of the Contract or transaction. Unless otherwise required by other than Minnesota Purchasing Entity governing law, such records relevant to other Purchasing Entity transactions shall be subject to examination by appropriate government authorities for a period of three years from the date of acceptance of the Purchase Order. 21. Independent Contractor The Contractor and its agents and employees are independent contractors and are not employees of the State of Minnesota or of any participating entity. The Contractor has Published: February 9, 2004 REQUEST FOR PROPOSAL Page 16 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials no authorization, express or implied to bind the Lead State, NASPO, WSCA or any participating entity to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for the Lead State, NASPO, WSCA, or participating entity, except as expressly set forth herein. The Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding, use of state vehicles, or any other benefits afforded to employees of the Lead State or Participating Entity as a result of this Agreement. 22. Use of Servicing Subcontractors The Contractor may subcontract services and purchase order fulfillment and /or support in accordance with the following paragraphs. However, the Contractor shall remain solely responsible for the performance of this Agreement. A. Reseller Agent, Agent, Service Provider or Servicing Subcontractors shall be identified individually or by class in the applicable Participating Addendum, or as noted in the Participating Addendum on the Purchasing Entities extranet site. The ordering and payment process for Products or Services shall be defined in the Participating Addendum. 23. Payments to Subcontractors In the event the Contractor hires subcontractors to perform all or some of the duties of this Contract, the Contractor understands that in accordance with Minn. Stat. § 16A.1245 the Contractor shall, within ten (10) days of the Contractor's receipt of payment from the State, pay all subcontractors and suppliers having an interest in the Contract their share of the payment for undisputed services provided by the subcontractors or suppliers. The Contractor is required to pay interest of 1 -1/2 percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid, undisputed balance of $100 or more will be $10. For an unpaid balance of less than $100, the amount will be the actual penalty due. A subcontract that takes civil action against the Contractor to collect interest penalties and prevails will be entitled to its costs and disbursements, including attorney's fees that were incurred in bringing the action. The Contractor agrees to take all steps necessary to comply with said statute. A consultant is a subcontractor under this Contract. In the event the Contractor fails to make timely payments to a subcontractor, the State may, at its sole option and discretion, pay a subcontractor or supplier any amounts due from the Contractor and deduct said payment from any remaining amounts due the Contractor. Before any such payment is made to a subcontractor or supplier, the State shall provide the Contractor written notice that payment will be made directly to a subcontractor or supplier. If there are not remaining outstanding payments to the Contractor, the State shall have no obligation to pay or to see to the payment of money to a subcontractor except as may otherwise be required by law. The Contractor shall ensure that the subcontractor transfers all intellectual or industrial Published: February 9, 2004 REQUEST FOR PROPOSAL Page 17 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials property rights, including but not .limited to any copyright it may have in the work performed under this Contract, consistent with the intellectual property rights and ownership sections of this Contract. In the event the Contractor does not obtain the intellectual property rights of the subcontractor consistent with the transfer of rights under this Contract, the State may acquire such rights directly from the subcontractor. Any and all costs associated with such a direct transfer may be deducted from any amount due the Contractor. 24. Indemnification, Hold Harmless and Limitation of Liability A. The Contractor shall hold the Lead State, Participating Entities and its agencies and employees harmless and shall indemnify the Lead State, Participating Entities and its agencies and employees against any and all claims, suits, actions, liabilities and costs of any kind, including reasonable attorney's fees for personal injury or damage to real property or tangible personal property arising from the negligent or willful acts or omissions of the Contractor, its agents, officers, employees or subcontractors. The State agrees that the Contractor, its principals, members and employees shall not be liable to the State for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the goods provided or services performed hereunder for an aggregate amount in excess of $2,000,000. B. Contractor shall not be liable for damages that are the result of negligence by the Lead State, Participating Entity, or its employees. To the maximum extent permitted by applicable state law, Purchasing Entities agree to be responsible for their own acts, errors, or omissions pertaining to this indemnification provision. C. Additional representations For acquisition of Services, the following additional terms shall apply. To the extent permitted by law, a Participating Entity accepts responsibility for and represents and warrants that: (a) the Participating Entity has obtained the appropriate license, intellectual property rights, or any other permissions required to support any Service Description, SOW, or Technical Specification Form signed by the Parties, or Contractor's performance of the Services, including the right to make any copies or Reproductions of any Participating Entity- provided software, (b) the Participating Entity's representations regarding the existence of an export license or the eligibility for export of software without a license are accurate, or (c) that Contractor shall not be held liable for the effect (if any) on the Participating Entity's third -party product warranties caused by having Contractor perform services on such third -party Products. The Contractor's liability under the contract for any cause whatsoever shall be limited to an aggregate amount of $2,000,000. The foregoing limitation does not apply to Articles 12 and 24 A through 24 C of this Agreement or to damages resulting from personal injury caused by the Contractor's negligence. In no event shall the Contractor be liable for any indirect, special, punitive, or consequential damages arising out of this Agreement or the use of the Products or Services purchased by the Purchasing Entity hereunder. 25. Amendments Published: February 9, 2004 REQUEST FOR PROPOSAL Page 18 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Contract amendments shall be negotiated by the State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. This Agreement shall be amended only by written instrument executed by the parties. An approved Contract amendment means one approved by the authorized signatories of the Contractor and the State as required by law. 26. Scope of Agreement This Agreement incorporates all of the agreements of the parties concerning the subject matter of this Agreement. No prior agreements, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 27. Severability If any provision of this Contract, including items incorporated by reference, is found to be illegal, unenforceable, or void, by a court of competent jurisdiction then both the State and the Contractor shall be relieved of all obligations arising under such provision. If the remainder of this Contract is capable of performance, it shall not be affected by such declaration or finding and shall be fully performed. 28. Enforcement of Agreement/Waivers A. No covenant, condition, duty, obligation, or undertaking contained in or made a part of this Contract shall be waived except by the written consent of the parties. Forbearance or indulgence in any form or manner by either party in any regard whatsoever shall not constitute a waiver of the covenant, condition, duty, obligation, or undertaking to be kept, performed, or discharged by the other party. Until complete performance or satisfaction of all such covenants, conditions, duties, obligations, and .undertakings, the other party shall have the right to invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. B. Waiver of any breach of any provision of this Contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Contract shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. C. Neither party's failure to exercise any of its rights under this Contract will constitute or be deemed a waiver or forfeiture of those rights. 29. Web Site Maintenance A. The Contractor agrees to maintain and support an Internet website linked to the State's administration website for access to the PSS, service selection assistance, problem resolution assistance, billing concerns, configuration assistance, Product descriptions, Product specifications and other aids described in the RFP, and /or in accordance with instructions provided by the WSCA/NASPO Contract Administrator. The Contractor agrees that the Published: February 9, 2004 REQUEST FOR PROPOSAL Page 19 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials approved PSS on the State's administration website shall contain a single, uniform WSCA price for configurations and items. Failure to comply with this requirement will be grounds for further action to be taken against the Contractor. B. The Contractor agrees to maintain and support Participating State and Entity Internet websites for access to the specific Participating Entity PSS, as well as all other items listed in Item 29A. above. The website shall have the ability to hold quotes for 45 days, as well as the ability to change the quote. C. The Contractor may provide electronic commerce assistance for the electronic submission of Purchase Orders, purchase order tracking and reports. D. Once the website is approved, the Contractor may not make changes to the website without notifying the WSCA/NASPO Contract Administrator and receiving written approval of the changes. 34. Equal Opportunity Compliance The Contractor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the state in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Contractor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by the contractor under this Agreement. If the Contractor is found to be not in compliance with these requirements during the life of this Agreement, the Contractor agrees to take appropriate steps to correct these deficiencies. The Contractor certifies that it will remain in compliance with Minn. Stat. § 363.073 during the life of the Contract. 31. Governing Law This Agreement shall be governed and construed in accordance with the laws of the Lead State. The construction and effect of any Participating Addendum or order against this Agreement shall be governed by and construed in accordance with the laws of the Purchasing Entity's state. Venue for any claim, dispute or action concerning the construction and effect of the Agreement shall be in the Lead State. Venue for any claim, dispute or action concerning an order placed against this Agreement or the effect of a Participating Addendum or shall be in the Purchasing Entity's state. 32. Change in Contractor Representatives Contractor shall appoint a primary representative to work with the WSCA/NASPO Contract Administrator to maintain, support and market this Agreement. The Contractor shall notify the WSCA/NASPO Contract Administrator of changes in any Published: February 9, 2004 REQUEST FOR PROPOSAL Page 20 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Contractor key personnel, in writing, and in advance if possible. The State reserves the right to require a change in Contractor's then - current primary representative if the assigned representative is not, in the opinion of the State, adequately serving the needs of the Lead State and the Participating Entities. 33. Release The Contractor, upon final payment of the amount due under this Agreement, releases the Lead State and Participating Entities, its officers and employees, from all contractual liabilities, claims and obligations whatsoever arising from or under this Agreement. The Contractor agrees not to purport to bind the Lead State or any Participating Entity to any obligation, unless the Contractor has express written authority to do so, and then only within the strict limits of the authority. 34. Data Practices A. The Contractor and the State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13 (and where applicable, if the 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 State to the Contractor and all data provided to the 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 this Contract 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). B. In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the State. The 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 State. C. The Contractor agrees to indemnify, save, and hold the State of Minnesota, its agents and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Contract. In the event that the Contractor subcontracts any or all of the work to be performed under the Contract, the Contractor shall retain responsibility under the terms of this paragraph for such work. 35. Organizational Conflicts of Interest Published: February 9, 2004 REQUEST FOR PROPOSAL Page 21 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials A. The Contractor warrants that to the best of its knowledge and belief, and except as otherwise disclosed, there are not relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contractor is unable or potentially unable to render impartial assistance or advice to the State; • the Contractor's objectivity in performing the work is or might be otherwise impaired; or • the Contractor has an unfair competitive advantage. B. 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 Department of Administration's Materials Management. Division 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 State may, at its discretion, cancel the Contract. In the event the Contractor was aware of an organizational conflict of interest prior to the award of.the Contract and did not disclose the conflict to the WSCA/NASPO Contract Administrator, the State may terminate the Contract for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract," "Contractor," and "WSCA/NASPO Contract Administrator' modified appropriately to preserve the State's rights. 36. Replacement Parts Unless otherwise restricted in a Participating Addendum or maintenance service agreement, replacement parts may be manufacturer - certified refurbished parts carrying USA OEM warranties. 37. FCC Certification The Contractor agrees that Equipment supplied by the Contractor meets all applicable FCC Certifications. Improper, falsely claimed or expired FCC certifications are grounds for termination of this Agreement for cause. 38. Site Preparation A Purchasing Entity shall prepare and maintain its site in accordance with written instructions furnished by the Contractor prior to the scheduled delivery date of any Products and shall bear the costs associated with the site preparation. 39. Assignment The Contractor shall not sell, transfer, assign, or otherwise dispose of this Contract or Published: February 9, 2004 REQUEST FOR PROPOSAL Page 22 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials any portion hereof or of any right, title, or interest herein without the prior written consent of the State's authorized agent. Such consent shall not be unreasonably withheld. The Contractor shall give written notice to the State's authorized agent of such a possibility at least 30 days prior to the sale, transfer, assignment, or other disposition of this Contract. Failure to do so may result in the Contractor being held in default. This consent requirement includes reassignment of this Contract due to a change in ownership, merger, or acquisition of the Contractor or its subsidiary or affiliated corporations. This section shall not be construed as prohibiting the Contractor's right to assign this Contract to corporations to provide some of the services hereunder. Notwithstanding the foregoing acknowledgment, the Contractor shall remain solely liable for all performance required and provided under the terms and conditions of this Contract. 40. WSCA/NASPO Contract Administrator The State shall appoint an WSCA/NASPO Contract Administrator whose duties shall include but not be limited to the following: A. The WSCA/NASPO Contract Administrator may provide instructions concerning the contents of the Contractor's website. B. The WSCA/NASPO Contract Administrator will facilitate dispute resolution between the Contractor and Purchasing Entities. Unresolved disputes shall be presented to the State for resolution. C. The WSCA/NASPO Contract Administrator shall promote and support the use of this Agreement by NASPO members and other Participating Entities. D. The WSCA/NASPO Contract Administrator shall advise the State regarding the Contractor's performance under the terms and conditions of this Agreement. E. The WSCA/NASPO Contract Administrator shall receive and approve quarterly price agreement utilization reports and the administration fee payments. F. The WSCA/NASPO Contract Administrator shall periodically verify the Product and Service prices in the PSS conform to the Contractor's volume price and other guarantees. The WSCA/NASPO Contract Administrator may require the Contractor to perform web site audits to accomplish this task. G. The WSCA/NASPO Contract Administrator shall conduct annual Contractor performance reviews. H. The WSCA/NASPO Contract Administrator shall maintain an Agreement administration website containing timely and accurate information. 41. Survival The following rights and duties of the State and Contractor will survive the expiration or cancellation of the resulting Contract. These rights and duties include, but are not limited to Paragraph 12. Patent, Copyright, Trademark and Trade Secret Indemnification; Paragraph 20, Records and Audit; Paragraph 24. Indemnification, Published: February 9, 2004 REQUEST FOR PROPOSAL Page 23 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials Hold Harmless, and Limitation of Liability; Paragraph 31, Governing Law; Paragraph 34. Data Practices; and Paragraph 52. Right to Publish. 42. Succession This Agreement shall be entered into and be binding upon the successors and assigns of the parties. 43. Notification A. If one party is required to give notice to the other under the Contract, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices shall be addressed as follows: To MMD:. Department of Administration Materials Management Division Bernadette Kopischke, CPPB Acquisitions Supervisor 50 Sherburne Avenue 112 State Administration Building St. Paul, MN 55155 Fax: 651.297.3996 Email: bernie.kopischke @state.mn.us To Contractor: Dell Marketing L.P. Attention: Public Contracts Stephanie D. Shipp One Dell Way, RR8 -8707 Round Rock, TX 78682 Email: stephanie shipper- dell.com 44. Reporting and Fees A. Administration Reporting and Fees The Contractor agrees to provide monthly utilization reports to the WSCA/NASPO PC Contracts Reporting person and the WSCA/NASPO Contract Administrator by the 15th of the month following the end of the previous month. (Ex. Purchases during January are reported by the 15th of February; purchases made during February are reported by the 15th Published: February 9, 2004 REQUEST FOR PROPOSAL Page 24 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials of March; etc.). The report shall be in the format developed by the Lead State and supplied to the Contractor. 2. The Contractor agrees to payable to WSCA/NASPO percent (0.0005) of the submitted with the check supplied to the Contractor the following schedule: Period End June 30 September 30 December 31 March 31 provide quarterly Administrative Fee check for an amount equal to one - twentieth of one et sales for the period. The form to be as well as the mailing address, has been Payment shall be made in accordance with Fee Due July 31 October 31 January 31 April 30 3. The Contractor agrees to include all Reseller Agent sales in the monthly utilization reports described above. In addition, the Contractor agrees to provide a supplemental Reseller Agent utilization report of the net sales for the period subtotaled by Purchasing Entity name, within Purchasing Entity state name by Reseller Agent Name. 4. The Contractor agrees to provide with the utilization report as well as a supplemental report of the number and type of units taken back in a format to be mutually agreed to. Contractor agrees to add EPEAT and /or Energy Start environmental information to utilization reports as the information becomes available as consumable reporting data. 5. The utilization reports shall be submitted to the WSCA/NASPO PC Contracts Reporting person and the WSCA/NASPO Contract Administrator via electronic mail in a Microsoft Excel spreadsheet format, or other methods such as direct access to Internet or other databases. 6. If requested by the WSCA/NASPO Contract Administrator, the Contractor agrees to provide supporting Purchase Order detail records on mutually agreed magnetic media in a mutually agreed format. Such request shall not exceed twelve per year. 7. The failure to file the utilization reports and fees on a timely basis shall constitute grounds for the removal of the Contractor's primary representative, suspension of this Agreement or termination of this Agreement for cause. 8. The WSCA/NASPO Contract Administrator shall be allowed access to all reports from all Purchasing Entities. B. Participating Entity Reports and Fees Published: February 9, 2004 REQUEST FOR PROPOSAL_ Page 25 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials 1. Participating Entities may require an additional fee be paid directly to the State on purchases made by Purchasing Entities within that State. For all such requests, the fee level, payment method and schedule for such reports and payments shall be incorporated in to the Participating Addendum that is made a part of this Agreement. The Contractor may adjust PSS pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of that State. All such agreements shall have no affect whatsoever on the WSCA fee or the prices paid by the Purchasing Entities outside the jurisdiction of the State requesting the additional fee. 2. Purchasing Entities will be encouraged to use the reporting format developed by the lead State for their reporting needs. However, the Contractor agrees to provide additional reports to Purchasing Entities upon agreement by both parties as to the content and delivery methods of the report. Methods of delivery may include direct access to Internet or other databases. 3. Each State Purchasing Entity shall be allowed access to reports from all entities within that State. 45. Default and Remedies A. Any of the following shall constitute cause to declare this Agreement or any order under this Agreement in default: 1. Nonperformance of contractual requirements; or 2. A material breach of any term or condition of this Agreement. B. A written notice of default, and an opportunity to cure within 30days of the written notification, shall be issued by the party claiming default, whether the Lead State (in the case of breach of the entire Agreement), a Participating Entity (in the case of a breach of the participating addendum), the Purchasing Entity (with respect to any order), or the Contractor. Time allowed for cure shall not diminish or eliminate any-liability for liquidated or other damages. C. If the default remains after the opportunity for cure, the non - defaulting party may: 1. Exercise any remedy provided by law or equity; 2. Terminate the Agreement, a Participating Addendum, or any portion thereof, including any Purchase Orders issued against the Agreement; 3. Impose liquidated damages, as specified in a Participating Addendum; 4. In the case of default by the Contractor, and to the extent permitted by the law of the Participating State or Purchasing Entity, suspend Contractor from receiving future solicitations. 5. Charge the defaulting Contractor the full increase in cost and administrative handling to purchase the equivalent product or equivalent Published: February 9, 2004 REQUEST FOR PROPOSAL Page 26 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials service from another Contractor. D. The MMD reserves the right, upon approval of the WSCA Directors, to develop and implement a step -by -step process to deal with Contractor failure to perform issues_ 4f. Audits A. Website Audits The Contractor agrees to assist the WSCA/NASPO Contract Administrator or designee with web site Product and pricing audits based on mutually acceptable procedures, described in Exhibit E, Audit Guidelines. The Contractor will review web pricing on a monthly basis to ensure discounts continue to be equal to or better than those required by the Agreement. 1. The product audit will closely monitor the products and services listed on the website to insure they comply with the approved products and services. The addition of products or services not approved by the WSCA/NASPO Contract Administrator will not be tolerated and may be considered a material breach of this Agreement. B. Sales Audits The Contractor further agrees to perform sales audits based on the sample formulas described in Exhibit E, Audit Guidelines. C. Upon request, the Contractor agrees to assist Participating Entities with invoice audits to ensure that the Contractor is complying with this Agreement in accordance with mutually agreed procedures set forth in the Participating Addendum. 47. Extensions If specifically authorized by provision in a Participating Addendum, Contractor may, at the sole discretion of Contractor and in compliance with the laws of the Participating State, offer Products and services to non - profit organizations, private schools, Native American governmental entities, government employees and students within the governmental jurisdiction of the entity completing the Participating Addendum with the understanding that the governmental entity has no liability whatsoever concerning payment for products or services. 48. Sovereign Immunity The State does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. 49. Ownership A. Ownership of Documents /Copyright. Any reports, studies, photographs, Published: February 9, 2004 REQUEST FOR PROPOSAL Page 27 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials negatives, or other documents, whether in tangible or electronic forms, prepared by the Contractor in the performance of its obligations under the Contract and paid for by the State shall be the exclusive property of the State and all such material shall be remitted to the State by the Contractor upon completion, termination or cancellation of the Contract. The Contractor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contractor's obligations under the Contract without the prior written consent of the State. B. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contractor conceives or originates, either individually or jointly with others, which arise out of the performance of the Contract, will remain the property of the Contractor. Where applicable, works of authorship created by the Contractor, specifically for the State shall be considered "works for hire" as defined in the U.S. Copyright Act. Nothing in the Agreement shall be construed as transferring any right, title, or interest in any of the Contractor's or their third party's confidential information, trademarks, copyrights, intellectual property or other proprietary interest. 60. Prohibition Against Gratuities A. The State may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this Contract if it is found by the State that gratuities in the form of entertainment, gifts, or otherwise were offered or given by the Contractor or any employee, agent, or representative of the Contractor to any officer or employee of the State with a view toward securing this Contract, or securing favorable treatment with respect to the award or amendment of this Contract, or the making of any determinations with respect to the performance of this Contract. B. The Contractor certifies that no elected or appointed official or employee of the State has benefited or will benefit financially or materially from this Contract. This Contract may be terminated by the State if it is determined that gratuities of any kind were either offered to or received by any of the aforementioned individuals from the Contractor, its agent, or its employees. 51. Antitrust By entering into a Contract, the Contractor agrees to consider, in the Contractor's discretion, all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating to the particular goods or services purchased or acquired by the State under said Contract. For any cause of action taken herein by Contractor, the State, at the State's discretion, may participate in any such action. In the event that Contractor desires to participate in such action, the Contractor shall not oppose the State's request to join such action so long as the interests /positions of the State are not adverse to the interests /positions of the Contractor. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 28 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials 52. Right to Publish A. Any publicity given to the program, publications or services provided resulting from the Contract, including but not limited to notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Contractor, or its employees individually or jointly with others, or any subcontractors or resellers shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Contract prior to its approval by the WSCA/NASPO Contract Administrator. B. The Contractor shall not make any representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of this Contract without the prior written consent of the WSCA/NASPO Contract Administrator. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 53. 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 this Contract that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under this Contract, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 54. Hazardous Substances To the extent that the goods to be supplied to the Purchasing Entity by the Contractor contain or may create hazardous substances, harmful physical agents as set forth in applicable State and federal laws and regulations, the Contractor must provide the Purchasing Entity, upon request, with Material Safety Data Sheets regarding those substances (including mercury). 55. Customer Satisfaction /Complaint Resolution A. The Contractor's process for resolving complaints concerning products, support, and billing problems is attached as Exhibit B. B. The Contractor will survey its customers in each Participating State approximately two (2) months prior to the annual meeting with the Contract Administrator using, at a minimum, the survey questions provided by the State. 56. Value Added Services The Contractor is expected to provide such services as installation, training, and software imaging upon request of the Purchasing Entity. Additional Value Added Services offered by the Contractor are attached as Exhibit C. 57. E -Rate Program Published: February 9, 2004 REQUEST FOR PROPOSAL Page 29 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials The Contractor's E -Rate identification number is: #143004340. E -Rate eligibility depends upon who uses the equipment, how it is used and where it is located. In general terms, equipment located on school property and that is necessary for e- mail and Internet access in classrooms is eligible for E -Rate support. The Contractor shall make every effort to continue its involvement in this program and to add products as applicable. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 30 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials IN WITNESS WHEREOF, the parties have executed this agreement as of the date of execution by the State of Minnesota Commissioner of Administration, below. 1. DELL MARKETING L.P. The Contractor certifies that the appropriate person(s) have executed this Agreement on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordi nce By: /�, Stephanie D. Shi Title: Contract Strate ist Date: June 11, 2009 2. MATERIALS MANAGEMENT DIVISION In accordance with Minn. Stat. § 16C.03, Subd. 3. e BY: A ..wa*. , Title: Acquisitions Supervisor Date: ( // : /0Y 3. COMMISSIONER OF ADMINISTRATION Or delegated representative. By: C ne McKenzie e: Senior Manager Contracts Date: June 11, 2009 By: Date: 4riginpl signed JUN 15 1.009 BY Br ®nda Willard Published: February 9, 2004 REQUEST FOR PROPOSAL Page 31 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials EXHIBIT A — ADDITIONAL WARRANTIES ProSupport for IT Designed for IT Professionals and customers with their own helpdesk/service desk facilities, ProSupport for IT has stripped out the duplication that can occur with basic support packages and delivers the elements that IT professionals need, including the entitlement for your certified IT staff to receive Dell training and accreditation in order to qualify for Fast Track Dispatch. Also NASPO/WSCA's staff benefit from: • Entitlement to enroll in Fast Track dispatch for Dell certified Customer Technicians • Direct Access to Dell Expert Centers • 24x7 Expert Center Support: ProSupport for End Users Designed for Customers with limited or no internal IT resource, ProSupport for end -users provides support in the areas that end -users typically encounter issues. The service is available 24 x 7. ProSupport for End Users also gives "Getting started" advice such as remote configuration or set up assistance associated with simple networks (including wired and wireless networks) and configuration assistance with common task small business applications such as: • Symantec Endpoint Protection • Microsoft Office • Microsoft SBS • QuickBooks • Adobe Photoshop • Adobe Acrobat Service Options 1. Speed of Service Response Mission Critical The Mission Critical option includes either a 4 hour or 8 hour response, with the option of a 2 hour response service if your site falls within the service coverage area. Deli has 5 Global Command Centres for around the clock coverage around the world. Dell's Critical Situation Process for severity 1 incidents provides: • Ongoing, scheduled situation updates to keep you informed every step of the way • Problem replication in Dell's simulation labs (as needed) Prioritized production in the event of a natural disaster We will also provide emergency dispatch that allows simultaneous phone and on -site troubleshooting. In addition hardware fault monitoring is available on select server and storage platforms. Same Day Response Service Same day response /4 -hour on -site service includes: • After phone -based troubleshooting, a Dell- trained technician arrives on -site within 4 hours of problem determination, depending on location Published: February 9, 2004 REQUEST FOR PROPOSAL Page 32 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials • On -site service technicians coordinate incident resolution and troubleshooting directly with Dell's Expert Centers Specialized On -site Service Options With this module of ProSupport NASPO/WSCA can choose from a range of robust options tailored to your unique needs. Options include: • On -site Service Delivery Manager • On -site Escalation Manager • On -site Service Engineer • Scheduled On -site Service • On -site Diagnosis Service 2. Premium Proactive Maintenance A study conducted in North America during 2007 showed that a massive 70% of IT budgets and spent on ongoing operations and maintenance. Our ProSupport Proactive Maintenance services have been designed to address this expenditure by reducing the cost and complexity of ongoing maintenance. Proactive maintenance includes: • Proactively maximize availability • Help reduce unplanned downtime • Help reduce recovery time in the event of a technical incident by reducing the number of variables to diagnose and troubleshoot • Minimize maintenance costs while maximizing uptime Premium Proactive maintenance is available on select server and storage platforms. Enterprise Wide Contract A ProSupport Enterprise Wide Contract from Dell has been proven to reduce technical incidents by as much as 37 %. This ProSupport option includes: • Designated Service Delivery Manager • On boarding support assessment & comprehensive planning • Monthly management reviews • Incident status and defined reporting • Deli Fast -Track dispatch (with certification) • 7x24x365 access to Dell Expert Centers • Technical training and certification program • Escalation management • Global Command Centers » Collaborative support for hardware and software • Next - Business -Day on -site service Your designated Service Delivery Manager service includes: Published: February 9, 2004 REQUEST FOR PROPOSAL Page 33 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials • On boarding support assessment • Comprehensive planning • Monthly management reviews • Incident status and defined reporting Remote Advisory Options Remote advisory assistance is designed to support your specialized applications and solutions. It is ideal for ongoing support of Dell Infrastructure Consulting Services deployed solutions or for additional configuration and optimization needs. Customers can select remote advisory services that cover the following specialist areas: • Virtualization • Exchange • Systems Management • Storage Technology • Backup and Recovery Fast Track Dispatch Program This program is included for customers who choose the ProSupport for IT service model. Fast Track Dispatch provides the ability for certified IT staff to dispatch parts and/or labor without having to go through scripted phone troubleshooting. The necessary online technical training and certification for major Dell product families is included in the program. IT professionals have access to technical support tips and in -depth hardware and software information. Also, they have direct phone access to expert technicians who can assist with more complex issues when needed. 3. Protection CompleteCare Protect assets from inevitable mishaps with CompleteCare Accidental Damage cover to ensure an easy and flexible repair and replacement service for most accidental damage. CompleteCare helps to save time, money and resources in the event of unplanned events such as: • Spills • Drops • Breakages • Electrical surges For notebooks and mobile workstations CompleteCare Theft protection is available. CompleteCare Multi -cover provides both Accidental Damage and Theft Protection under in one easy package. CompleteCare is essential investment protection for systems that are exposed to high -risk multi -use, high mobility, multiple users and harsh environments. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 34 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials EXHIBIT B - COMPLAINT RESOLUTION A dedicated member of your Account Team, your Sales Representative is the owner for any procurement, pricing, or supply issues that may arise. Your Sales Representative has a clearly defined escalation path for issues which includes routing them through an Inside Sales Manager, up through to the appropriate Regional Director. Your Sales Representative is directly accountable to NASPO/WSCA and will keep you apprised of issue resolution and progress. In the rare case an issue cannot be resolved through standard channels; the escalation process would be directed to the level of Sales Vice President. The Dell Account Teams provide Executive Business Reviews on a quarterly basis. This tool is like a bank statement that provides purchase history information, tracks our performance against Service Level Agreements and develops specific action plans where needed to meet your objectives. The goal is to use the benefits of our direct relationship to provide you with unprecedented accountability on the products, services and support you want and give you as proactive analysis of what's working and what's not. Invoicing Resolution Purchase order management helps Dell maintain our commitment to excellence by allowing us to process orders accurately and efficiently. In support of these goals, Dell assigns a Finance /Accounting Associate to each account. This individual is responsible for resolution of disputed invoices. The Associate will work with NASPO/WSCA's Accounts Payable, Procurement or other necessary departments to resolve disputes. Your Dell Customer Care representative will help with errors such as duplicate invoices, wrong product shipped, etc. If needed, the dedicated Finance /Accounting Associate for NASPO/WSCA will resolve billing issue. If NASPOMSCA is set up for monthly consolidated invoicing, Dell requires that you pay undisputed item(s) and follow the above procedures for error correction. Dell provides the following solutions to customers in resolving their most common invoicing issues: If a customer didn't receive original copy in the mail, or it is delayed or lost in the customer's mailroom, Dell makes available round - the -clock access to online copies for all Dell invoices — paid and unpaid — for 24 months. The online invoices look just like the original hard -copy invoices and include service tag numbers for simplified comparisons. Dell can also provide email notification of invoices. If a customer wants one invoice per purchase order, Dell's collections team can set the customer up for consolidated invoicing. Or, if the request is just for one PO, Dell's customer care or collections team can request a manual consolidated invoice. If a customer wants their invoice to match their purchase order, Dell's customer care or collections team can request manual invoice. Published: February 9, 2004 REQUEST FOR PROPOSAL Page 35 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials EXHIBIT C — VALUE -ADDED SERVICES Contact Dell for further details on these programs: Custom Factory Integration Parts Replacement Program Asset Management Services Image Management Services Asset Recovery Services Managed Deployment Services Modular Services Automated Deployment Training Services Dell Virtualization Services Assessment, Design & Implementation Services Published: February 9, 2004 REQUEST FOR PROPOSAL Page 36 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials EXHIBIT D - LEASING Individual Purchasing Entities may enter in to lease .agreements for the products covered in this Master Price Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process. The lease agreements were not reviewed or evaluated as part of the RFP evaluation process. A sample agreement can be found at: www.dell.com /naspowsca Published: February 9, 2004 REQUEST FOR PROPOSAL Page 37 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials EXHIBIT E - AUDIT GUIDELINES Website Audits: 1. Websites need to be accurate with both pricing and part numbers 2. Manufacturers MUST have a mechanism in place for periodic and random internal auditing of pricing on the website 3. WSCA will randomly audit websites for accurate pricing 4. Upon request, Contractor will provide documentation of pricing and discounts accuracy Sales Audits Frequency: Quarterly Sample Guidelines Scope: one tenth of one percent (001) of purchase orders — at least one if any sales, no more than 100 audits • Up to 1,000 sales = 1 audit • 10,000 sales = 10 audits • Up to 100,000 sales = 100 audits o Random sample of purchase orders - invoices • Can offer several different statistical methods for such small samples Documentation: • Contractor to test and keep documentation internally. Noting any actions to correct findings, as necessary. • Periodic summary report to WSCA/NASPO containing audit findings as summary numbers ONLY Published: February 9, 2004 REQUEST FOR PROPOSAL Page 38 of 38 Pages MANUFACTURES OF PERSONAL COMPUTERS AND RELATED DEVICES for The State of Minnesota, the Western State's Contracting Alliance and the National Association of State Procurement Officials