Item D11C oun t y of Monr
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
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Mayor Pro Tern Sylvia J. Murphy, District 5
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Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
December 13, 2017
Agenda Item Number: D.11
Agenda Item Summary #3610
BULK ITEM: Yes DEPARTMENT: Information Technology
TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295 -5110
N/A
AGENDA ITEM WORDING: Approval to purchase Dell/Nutanix infrastructure in the amount of
$118,800 to replace and combine current storage, storage networks, and servers into a single
streamlined infrastructure. This environment will house the servers that will be introduced as part of
the Telephone Switch Replacement project and is a prerequisite for that project. Funding for the
project is through Capital project dollars already allocated for that purpose.
ITEM BACKGROUND: A Dell/Nutanix solution provides a scalable framework to natively
combine multiple components (servers, storage, storage networks, and virtual machine hosts) into a
single computing architecture for better resiliency and redundancy. The framework also combines
the management of those components into a single view. This purchase is being executed under the
Dell Naspo Cooperative Purchasing ValuePoint Agreement - via the State of Florida participating
addendum- thus meeting the Monroe County Code and purchasing guidelines. This quote includes
three years of maintenance costs.
Also attached to this agenda item is the spreadsheet that we are using to manage the complete
phone project (this agenda item, as well as agenda item 3049, for the purchase the Mitel Phone
Components and the implementation by Morse Communications):
- Telephone Projects Budget V1
As you can see from this spreadsheet, there has been a total allocation of $1,080,000 for the
completion of this project with $105,885 spent so far - leaving a total of $974,115 remaining.
The purchase and installation of the phone switch itself (along with the handsets) will come to
$715,378 and the purchase of the Nutanix server environment will cost $118,800 - leaving a total
of $139,937 for the required rewiring and networking that will need to occur at the Whitehead
complex and other locations.
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT /AGREEMENT CHANGES:
Dell/Nutanix Hyper Converged Server Infrastructure
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Nutanix Quote (kp)
Nutanix 3 Node Quote Details
Gartner Research - Magic Quadrant For Integrated Systems - Nutanix
Telephone Projects Budget V1
Nutanix NASPO ValuePoint
FINANCIAL IMPACT:
Effective Date: 13 December 2017
Expiration Date: 13 December 2020
Total Dollar Value of Contract: $118,800
Total Cost to County:
Current Year Portion: $118,800
Budgeted: Yes
Source of Funds: Capital Projects
CPI: In future years
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant: No
County Match: N/A
Insurance Required: No
Additional Details: Framework to combine networking components and virtual server
management.
12/13/17 304 -24000 • GEN GOVT CAP PROJECTS
CG1601
$118,800.00
REVIEWED BY:
Alan MacEachern Completed
Christine Limbert Completed
Budget and Finance Completed
Maria Slavik Completed
Assistant County Administrator Christine Hurley
11/30/2017 11:57 AM
11/30/2017 10:55 AM
11/30/2017 10:55 AM
11/30/2017 11:00 AM
11/30/2017 11:06 AM
Completed
Kathy Peters Completed 11/30/2017 12:30 PM
Board of County Commissioners Pending 12/13/2017 9:00 AM
D.11.a
r PEOPLE
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DEAR DOUG SMITH,
Thank you for Considering CDW ■G for your computing needs. The details of your quote are below. Click
here to convert your quote to an order.
8
ACCOUNT MANAGER NOTES: Thank you!
QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL
JKFM1711 11/13/2017 NUTANIX 3 -NODE NASPO 72761830 $118,600.00
ITEM
DELL CTQ XC73 ONO F /HVP'c t - V 2XEr -2 030
Mfg. Part �, : 3000019532852
Contract Dell Na5po Va'Le.Pcint Agreement Flonda
[43711500- WSCA -I5 -ACS)
PURCHASER BILLING INFO
Billing Address:
MONROE COUNTY INFORMATION TECH
ACCOUNTS PAYABLE
120() TRLMAN AVE STE 211
KEY WEST, FL 33040 -7270
Phone: (3 05) 2 95- 5110
Payment Terms: Net 30 Days -Govt Stare /Luca
DELIVER TO
Shipping Address:
MONROE COUNTY INFORMATION TECH
DOUG ShIJTH
1200 TRUMAN AVE STE 211
KEY WEST, F1 33040.7270
Phone:(305)295 -5 ='.0
Shipping Method: DROP SHIP - GROUND
QTY CDW# UNIT PRICE EXT. PRICE
3 4872352 $39,600.00 $118,800.00
SUBTOTAL $118,890.9❑
SHIPPING
GRAND TOTAL $118,800.00.
Please remit payments to:
CDW Government
75 Remittance Drlve
Sulte 1515
Chicago, IL 50675.1515
(877) 1374 -9001
This quote is subject to CDW's Terms and Conditions of Sales and Service Projects at
For more information, contact a CDW account manager
[: 2017 CDW -G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 69061 J 800. 808 .423 9
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SKU
Description
DRY Unit Price
Subtotal
3
Estimated delivery date: Dec. 4, 2017
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Contract No: 94ACU
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450-ADWM
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3
770-BBBR
ReadyRails Sliding Rails With Cable Management Arm
3
385-BBHO
iDRAC8 Enterprise, integrated Dell Remote Access
3
Controller, Enterprise
340-AOKT
Deli XC730XD Shipping
3
325-BCJT
Dell EMC 2U Standard Bezel
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330-BBCO
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3
330-BBCR
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3
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HBA330 12GIs SAS Controller, Minicard
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330-BBCL
Internal Dual SD Module
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385-BBLI
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370-ABWE
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3
374-BBHM
Standard Heatsink for PowerEdge R730/R730xd
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374-BBHM
Standard Heatsink for PowerEdge R730/R730xd
3
332-1286
US Order
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975-9874
ProSupport for Multivenclor SW, Afebscate SW, 3 Year
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802-4301
Deli Hardware Limited Warranty Plus On Site Service Initial
3
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802-4302
Deli Hardware Limited Warranty Pius On Site Service
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802-4345
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802-4346
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Deli Networking, Cable, SFP+ to FP+, I OGbE, Copper
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492-BBDH
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North America
809-6894
ProDeploy Deli Storage XC Series Appliance - Deployment
3
809-6895
ProDepioy Deli Storage XC Series Appliance - Deployment
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634-BDBL
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Subtotal: $118,800.
Shipping: $0.0
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Total: $118,800.
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Published: 10 October 2016 ID:GO0291000
Analyst(s): Andrew Butler, Philip Dawson, Julia Palmer, George J. Weiss, Kiyomi Yamada
By 2019, approximately 30% of the global storage array capacity installed in enterprise data centers
will be deployed on software-defined storage (SDS) or hyperconverged integrated system (HCIS)
architectures based on x86 hardware systems, up from less than 5% today.
Twenty percent of mission -critical applications currently deployed on three-tier IT infrastructure will
transition to HIS by 2020.
This document was revised on 9 November 2016. The document you are viewing is the corrected
version. For more information, see the Corrections page on gartner.com.
The market for integrated systems can be subdivided into broad categories, some of which overlap
Gartner categorizes these classes of integrated systems (among others) as:
This research note is restricted to the personal use of maceachern-alan@monroecounty-fl.gov.
Integrated stack systems (I Ss) — Server, storage and network hardware integrated with
application software to provide appliance or appliance-like functionality. Examples include
Oracle Exadata Database Machine and Teradata.
Integrated infrastructure systems (IISs) — Server, storage and network hardware integrated to
provide shared compute infrastructure. Examples include EMC Vblock Systems and Hewlett
Packard Enterprise (HPE) ConvergedlSystem 700.
Integrated reference architectures (IRAs) — Products in which a specification for a logical set of
hardware and/or software components for an integrated system are certified by two or more
vendors (ideally with a common source of service and support). Examples of all listed integrated
system types can be deployed as reference architectures.
Added market complexity is created because integrated systems of different categories are
frequently evaluated against each other in deal situations. For example, because IIS solutions are
generic multipurpose systems that can run a variety of workloads, it is common for one II S to be
compared with another. However, users that want to deploy a specific workload — such as an
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Oracle Database Management System (DBMS) workload — might compare an Oracle Exadata
Database Machine (which has the workload embedded) with a generic IIS system that is also
capable of running the workload, or with an II S platform that has an applicable reference
architecture. However, it would be rare to see one ISS competing with another IS, because the
choice of stacks and workload takes priority over the choice of platform. So if Oracle DBMS serving
is the required workload, the only viable INS solution is likely to be an Oracle Engineered System.
However, our client inquiries indicate that II S solutions are increasingly challenging IIS competition,
especially where concerns about technology lock-in are high.
It is also increasingly common for HCIS solutions to be evaluated as a form of II S solution,
especially in "greenfield" situations where no integrated system has been bought before.
Hyperconvergence vendors will challenge the need for and expense of SAN technology and
enterprise blade servers.
This Magic Quadrant continues to assess different classes of integrated systems versus each other
as organizations tend to follow the same evaluation process, and will compare alternative forms of
integrated systems for certain workloads. Hardware (server, network and storage), operating
systems and virtualization software are evaluated alongside any associated management tools and
high-availability (HA) solutions. It considers hardware depth and scale, software stack management
breadth and depth, and support of the infrastructure, as well as flexibility in the use of reference
architectures. This research is not intended to judge embedded software stacks, application or
platform components individually, such as middleware, DBMS software and cluster software in the
application or DBMS tiers.
Most II S and ISS solutions are based on blade server technology, with closely coupled SAN and
network-attached storage (NAS), which enable boot-from-disk capability for all physical and virtual
nodes; thus, the system becomes stateless. However, blades are not a prerequisite, and some
vendors will promote rack-based solutions as well. As the blade server market morphs toward
composable and other packaging approaches, this will drive evolution in the market for II S solutions
as well. Hyperconverged solutions are usually based on rack-optimized nodes that can be extended
through the life of the system. The majority of II S and ISS solutions are really effective packaging of
server, storage and networking components that are sold as separate products in their own right,
while HCIS solutions are purpose-designed and built to form a prepackaged integrated system. We
are also seeing the emergence of new-generation, chassis-based "fabric-based computers" that
merge the three compute, storage and network elements more seamlessly.
year over year, visible improvement in chart position is dependent on how well that vendor's scores
improve in relation to the improvements being achieved by other vendors.
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As of October 201
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Vendor Strengths and Cautions
The Atlantis value proposition for ROBO success is driven by two imperatives ® price and clear
communication of its message. Atlantis is determined to undercut most other H S vendors, with
the ability to implement viable starter configurations at a sub-$35,000 mark. The vendor has
invested in web-based tools that provide quantifiable value propositions for prospects, including
percentage savings versus alternatives, summarized offerings and details about partnerships.
Atlantis USX SDS technology began shipping in February 2014 and provides data protection via
two-way replication, protection against solid-state drive (SSD) or node failure via HA, and metadata-
based snapshots. Atlantis HyperDup content-aware data services, an in-line deduplication
technology, provides compression and input/output (1/0) acceleration using system memory.
Strengths
Atlantis Hyper tale provides all-flash advantages at a similar cost to disk-based HCIS
appliances (i.e., under $200 per desktop), with the ability to manage multiple data centers in a
single management domain and no limit to the number of server nodes.
Atlantis USX SDS technology allows users to build flexible hybrid storage volumes to storage
media and M.
Atlantis' data reduction technology, a patented in-line deduplication technology (in-memory in-
line deduplication) with granular 4K block size, offers an innovative way to provision storage.
Cautions
Atlantis is a privately held company that lacks the financial transparency and perceived stability
that many larger enterprises demand of their vendors.
The vendor is missing channel and support capability in some countries, preventing it from
offering true global solutions.
Atlantis brand recognition is relatively weak in enterprise accounts.
Gartner, Inc. I G00291000 Page 5 of 36
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Strengths
Atos is a well-known and trusted global service provider with a large installed base of SAP users
that can be mined for new business opportunities.
The bullion platform is well-proven, and supports a broad set of scaling and resilience
capabilities that are well-suited to the needs of Hana users.
The vendor has already cultivated a small, but impressive, set of household-name Hana
customers, which positions Atos strongly in terms of performance and functionality.
Cautions
Atos has no public image as a data center hardware vendor, and the Bull technology is little
known outside its core vertical and geographic markets. The vendor needs to invest in brand
awareness to create credibility in a congested market.
International presence in terms of channel partners and reference customers is patchy, and the
vendor needs to broaden the distribution of business to prove itself as a global player.
Atos has limited opportunity to expand the business for bullion until market demand grows
beyond SAP Hana for alternative in-memory workloads.
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Development priorities are anticipated to be tighter integration across the portfolio and hybrid cloud
integration, with more attention given to policy-based composable infrastructure.
Strengths
Cisco has a strong Vblock and FlexPod data center presence from which to expand share into
distributed and replicated site solutions.
The vendor is leveraging multiple HI S partnerships, such as SimpliVity, Maxta, Atlantis
Computing, PKrot3 and StorMagic, on top of its established blade installed base, to set lower
price points and gain higher-volume sales for edge and remote site deployments.
UCS Manager and Director form the foundation for advanced orchestration as an important and
desired evolution of many users toward simplifying infrastructure, agility and business outcomes
across multiple tiers of IT infrastructure.
Cautions
Cisco must deliver a unified and extended orchestration strategy across a wide variety of
validated architectures.
Cisco's HI S strategy is still evolving with HyperFlex and must educate the channel to avoid
confusion and conflict, in contrast to the previous marketing message around UCSNCE/
storage.
Gartner, Inc. I G00291000 Page 7 of 36
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Cisco's storage-based Cl/HClS strategy faces competitive disruption as EMC subsumes VCE,
and is driven by Dell technologies into a conglomeration with unified block/rack/rail and
software-defined data center (SDDC)/cloud ambitions.
Strengths
Dell has a broad portfolio of integrated systems and reference architectures that address most
market requirements.
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The vendor has forged strong partnerships with Nutanix and Microsoft that benefit both sides;
the Nutanix OEM relationship, in particular, has resulted in substantial business for Dell, and has
helped to position Dell as a market contender.
Dell brings leading compute technologies to the new Dell-EMC-VMware triumvirate that EMC
always lacked and had to address via alliances. Once the new combined strategy and portfolio
are defined and roadmaps are published, Dell-EMC will be well-positioned to maintain the
market presence in key integrated system areas already achieved by EMC.
Cautions
While significant progress has been made, most enterprises still lack clarity about Dell's overall
integrated system messaging and commitment.
Most Dell integrated system offerings have patchy market awareness and a limited installed
base (especially when compared with some of the EMC-VMware strategies coming in-house).
Market uncertainty will build quickly unless the vendor moves rapidly to clarify areas of portfolio
overlap.
Once-exclusive partners like Nutanix and Microsoft are hedging their bets by broadening their
hardware vendor alliance strategies. Dell must prove that these alliances remain strategic in
order to keep winning the hardware selection battle.
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EMC claims that it can address most Cl requirements with its compact portfolio of products. The
vendor supports numerous reference architecture options as well, and topical workloads like SAP
Hana are also addressed. EMC is poised to continue its success if the obvious and significant
product overlaps with Dell's even larger integrated system portfolio can be speedily resolved and
new roadmaps articulated as quickly as possible after the Dell-EMC merger completes.
Strengths
EIVIC's integrated system portfolio is compact, but comprehensive enough to address the great
majority of workload requirements.
The vendor articulates its product position clearly and consistently, and this has contributed
greatly to EIVIC's success in this market.
With a long-proven business model of strong factory-led testing, certification and integration,
the Vblock technology is generally regarded by end users and competitors as the industry
benchmark for blade-/SAN -based solutions.
Cautions
EMC faces a period of inevitable uncertainty as the new Dell-EMC-VMware combination brings
multiple overlapping and competing integrated system strategies under one roof.
Despite leveraging VMware technology extensively throughout its portfolio, the positioning of
EIVIC's portfolio versus the independent (and increasingly aggressive) marketing of VMware
VSAN creates market confusion.
After the acquisition of EMC by Dell is complete, the new organization must demonstrate the
will to work with hardware vendors like Cisco and Quanta if it expects to retain existing
customers of products from those alliances, and not lose them because of fears related to
future maintenance and upgrade strategies.
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Database is deployed only in Japan, while Primeflex vShape (a simplified solution for rapidly
deploying virtual environments) is predominantly deployed by EM EA clients.
Given the FlexFrame heritage, it is no surprise that SAP environments make up the lion's share of
implementations today. Primeflex for SAP Landscapes can deploy and manage a complete SAP
environment of varying configuration sizes, including SAP Hans. Gartner believes that Fujitsu
technology ranks as the third most widely deployed Hana infrastructure. Fujitsu has over 1,300
customers deploying Hana-based solutions.
Strengths
Simplified and consistent branding is now enabling Fujitsu to create better market awareness
and expectations for its broad portfolio of solutions.
Fujitsu has cultivated deep working relationships with ISVs like SAP, VMware, Microsoft and
Oracle, with a particularly strong track record in systems optimized for Hana and other SAP
workloads.
With strong compute and storage expertise (and broad network switch support), Fujitsu is able
to offer holistic solutions, both directly and through partners, that benefit from strong end-to-
end services.
Cautions
Installed base penetration of most integrated system options is usually skewed toward EMEA
(and sometimes Japanese) clients, limiting the scope of the portfolio for clients that want to
deploy on a global basis.
The vendor's North American presence remains limited; some variants have no North American
users at all. Affected users should always validate that a system is a viable option before
shortlisting Fujitsu.
While Fujitsu is a significant vendor of broad data center solutions in its domestic Japanese
market, the domestic sales of integrated systems have been limited due to the strong local
focus on services and complex integration projects.
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Hitachi UCP integrated system solutions haves made steady progress, supported by the U.S. -
based Hitachi Data Systems (HISS), Hitachi's primary IT subsidiary. HISS has been leading UCP's
product and marketing efforts, and successfully expanding its volume and geographical coverage.
Strengths
Hitachi's financial strength, long-term vision, worldwide presence, strong engineering
capabilities and technology innovation, and high-quality customer support are growing its
integrated system revenue.
UCP has extensive partnerships with key IVs, including VMware, Microsoft, SAP and Oracle.
The vendor's broad portfolio, addressing a wide variety of workloads, also embraces an
emerging business model of service-based pricing.
Cautions
Hitachi is a relative late comer to the fast-growing market for HCISs, at a time when the market
is already crowded and historically weaker in marketing than engineering. It needs to work
harder to find unique solutions that only it can provide (HP is relatively new and has not
supplied substantial revenue yet).
Although its integrated systems are sold worldwide, its sales are mainly in North America and
EMEA.
Hitachi's Japanese parent company and HDS have different levels of focus, although HDS
drives global sales and marketing responsibility in integrated systems.
Hewlett Packard Enterprise offers multiple converged, hyperconverged, reference architectures and
point systems of various design points. But as the volume market leader in many segments
(including blade and rack servers), it is only logical that HPE should be a leading vendor in this
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HPE is engaged in creating bridges to its other converged systems via OneView as the central
orchestrator. Closest among the systems with agility in mind is the newest hyperconverged system,
HC 380. HPE is grooming the system for its simplicity (easy upgrades and life cycle management),
economics (rental or purchase) and hybrid cloud building blocks.
HPE announced the acquisition of SGI in August 2016. The deal should close during HPE's first
fiscal quarter (November 2016 to January 2017). This will create potential overlap between the S
products being assessed in this research and those of HPE, although, for the most part, the
portfolios are complementary. Gartner will publish research later in 2016 to guide users on the likely
outcomes of the deal.
Strengths
HPE has broadened its portfolio of integrated systems and reference architectures, and has
broadened and strengthened its channel and partner relationships to target nearly all use cases
and workloads.
Unlike many vendors, HPE can offer convergence to cloud (on-premises and public) with single
contract support and accountability, factory integration, and pay-per-use options.
HPE has strong GTM potential with the new Synergy line that is opening up land-and-expand
opportunities in both established accounts and new and exploratory leading-edge adopters.
Cautions
While launching a major new initiative in composable infrastructure, HPE faces technical and
marketing challenges to bridge an ever more complex portfolio.
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The OneView ecosystem, although based on RESTful interfaces and industry standards
wherever feasible, creates the impression of a highly proprietary technology in an era in which
users are increasingly reluctant about lock-in and non-open-source solutions.
HPE is a relative late starter in HIS and is frequently absent from competitive
hyperconvergence evaluations versus more established vendors.
Huawei has developed a comprehensive software suite of homegrown software, including
ManageOne (unified management), Fusioninsight (big data), FusionStorage (software-defined
anything [SDx]), FusionAccess (VIII) and Fusion Sphere (cloud platform). As a result, Huawei enjoys a
revenue stream from its software offerings in addition to its system sales.
Huawei's SAP Hana platform has helped build brand recognition and enable more penetration in the
international market outside of China. Its next focus is to evolve FusionCube into a hybrid cloud
platform. To enhance its efforts, Huawei is trying to enhance its cloud ecosystems, including ISVS,
service providers and carriers, while adding more functions, such as container support. Huawei
launched its public cloud infrastructure as a service (laaS) in China in 2015.
Strengths
Huawei has strong R&D capabilities, proven by its rich portfolio of homegrown software,
including Manage One, Fusioninsight and Fusion Sphere.
FusionCube has good cloud management tools to lead a pathway to the cloud. Early success
came from outside of China.
Huawei historically has a strong relationship with telecorn companies and service providers
from its networking device sales, enabling it to cross-sell its modular servers and other data
center technology.
Cautions
Huawei has made good progress on IRA support for FusionCube, but must expand hypervisor
and container support, as well as key storage features such as deduplication or data
compression, although it is not a trivial task for its scale-out model.
Huawei has increased its global presence, especially in EMEA and Latin America, but still the
majority of its integrated system revenue comes from China.
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Huawei has not had as much success in the biggest addressable IT market, the U.S., due to
geopolitical issues between the U.S. and China that fuel concerns about the influence that a
foreign government may or may not have on the vendor's independence.
Strengths
The core of Lenexa's converged integrated system strategy includes options in high-
performance networking and third-party switches, modular scale and storage reference
architectures, and close alignment with Intel's chip roadmap.
A rapidly expanding portfolio of strategic HCIS OEM partnerships, including Nutanix, SimpliVity,
Pivot3, EMC's VSPEX and VMware's VSAN-ready nodes, raises Lenexa's hyperconvergence
credibility and reach.
Cautions
Lenovo will need to establish clear differentiation in marketing and messaging between Flex
Systems and the new partnerships with vendors like Nutanix.
XClarity system management must evolve to a higher ecosystem of orchestration, automation,
cloud integration, containerized services and hybrid cloud integration.
Lenovo must expand API and hypervisor support to be considered a credible supplier of hybrid
cloud solutions, infrastructure policy management and automation, and service catalogs on
modular and composable infrastructures.
With most prominent sales in North America and Europe, FlexPod uses a channel sales model
leveraging the Cisco-NetApp joint partner ecosystem of over 1,100 partners. To accelerate adoption
and improve end-user experience, FlexPod is now available as F One Frameworks, which consist
of eight prevalidated, presized and fully integrated configurations designed to cover the majority of
enterprise use cases.
Over the last 12 months, NetApp has added FlexPod with Infrastructure Automation, which
simplifies ordering, delivery and installation, and is delivered to customers in preassembled and
cabled packages, with automation provisioning, thus simplifying installation and reducing
installation time.
NetApp differentiated FlexPod from other Cisco CI solutions through the development of a life cycle
management service offering, with the ability to automatically certify an on-premises installation
with the Config Advisor tool. NetApp has been introducing its solid-state offering through the
FlexPod with FlashAdvantage promotion, with a 4:1 effective capacity guarantee for better
economics and density.
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Strengths
FlexPod is based on mature products that have a large installed base, offering existing
customers flexibility of sizing, multiple hypervisor support, platform continuity and management
familiarity.
The FlexPod reference architecture is now benefiting from NetApp All-Flash FAS arrays that
feature high availability, scalability, data reduction, and support for file and block protocols.
The acquisition of SolidFire technology, with enhanced quality of service (QoS) and distributed
storage architecture, should enable enhancement of NetApp's integrated system product line
over time.
Cautions
FlexPod system revenue remains flat as unit prices are dropping, and the vendor is coming
under increasing competitive pressure to diversify and expand its converged integrated (CI)
portfolio.
NetApp's new infrastructure automation capability is currently limited to a single design and
distributor. For the rest of the product lines and geographies, end users are still purchasing
FlexPod solutions as a reference architecture and are facing more complex configuration and
installation challenges.
End users need to be aware that the FlexPod solution relies heavily on NetApp's partnership
with Cisco and does not have independent control of its Cl/hyperconverged integrated
offerings.
Founded in 2009, Nutanix has now grown to 1,800 employees, and has been the market and "mind
share" leader in the hyperconverged space since 2011. It has captured more than 50% of the HIS
market by revenue, with over 3,200 customers worldwide. In 2016, Nutanix continues to
differentiate itself in technology and execution by investing more than $100 million per year in R&D
and growing its year-over-year revenue by 821.
The vendor also introduced Nutanix Prism Pro, an optional add-on software license that extends
W
Prism infrastructure management by adding predictive analytics, capacity planning and optimization
advisory with Prism Pro X-Fit technology. Illustrating confidence in Nutanix Acropolis software and
C
9)
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its easy, nondisruptive upgrade process, 43®1 of Acropolis users upgraded to the latest 4.6 release
within 100 days of it being generally available. Nutanix's vision and roadmap items are showing
further execution on breaking up infrastructure silos and becoming an enterprise cloud platform for
all workloads in the data center. Nutanix filed an initial public offering (IPO) in December 2015, which
was executed in September 2016.
Strengths
Nutanix's aggressive product development and execution resulted in strong sales growth and
larger overall deal sizes across top global enterprise accounts.
The vendor supports multiple hypervisors, including one-click conversion and cross-hypervisor
disaster recovery and backup.
Nutanix Prism, a purpose-built management tool, provides users with a "single pane of glass"
for robust nondisruptive compute and storage operations.
Cautions
Nutanix will find it increasingly difficult to maintain a price premium relative to other HIS
vendors as privately owned rivals improve their market credibility and product attractiveness,
and as large system vendors address the space.
By not publishing independent performance benchmarks, Nutanix perpetuates market doubts
about the scaling of HCIS solutions, providing an opportunity for some rivals to exploit.
Many enterprises are reluctant to commit their mission-critical workloads to vendors that have
not reached profitability,
Oracle pursues a hybrid infrastructure and cloud approach as Oracle's strategy is centered on the
needs of the Oracle software community. This creates a finite, but significant, addressable market
for the vendor's products; however, it also enables Oracle to create a strong message of
differentiation.
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Strengths
Oracle sells a huge portfolio of tailored integrated stack systems that target specific workloads
with promises of differentiated cloud delivery model performance, support and licensing.
The massive global installed base of Oracle software users provides the vendor with a large and
captive addressable market for itself, its partners and providers.
Oracle's Engineered Systems appeal both to on-premises and providers' data centers that want
to modernize infrastructure, and to lines of business that want to implement a complete
hardware/software solution that is capable of being managed by application software
administrators.
Cautions
Many application users prefer to maintain a separation between the software and hardware
vendors that support their application environment. Oracle needs to overcome these fears in
order to succeed.
By targeting the "red stack" community, Oracle has chosen to ignore the market for generic
integrated systems, plus other fast-growing vertical solutions like SAP Hans.
The installed base of Oracle Engineered Systems is heavily skewed toward the Exadata and
SuperCluster branded solutions. Users choosing to deploy newer or more marginal appliances
should insist on valid references, and should evaluate Oracle's competence to deploy and
maintain the technology in their geography.
Pivo13 is in the process of shifting its market emphasis from its core competency in video
M
surveillance and HCIS use cases to becoming a broader data center integrated system supplier.
Pivot3's vision is to break out of HCIS constrictions toward a more expansive data center and
C
mission-critical opportunities. Instead of individual and specific use cases, Pivot 's new vSTAC
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SLX, based on technology from its NexGen Storage acquisition, is aimed at delivering strong
performance and reliability to data centers at scale on multiple mixed workloads.
Strengths
Pivot3's acquisition of NexGen Storage improves its HCIS appeal by integrating PCIe flash
storage arrays with its QoS performance monitoring engine for mission- critical workloads.
The vendor has overhauled its business model from a single-driven workload centerpiece
(surveillance) into a broad-spectrum application supplier.
Pivot3 has altered its integrated hardware-driven appliance approach to include validated
configurations (e.g., Dell, Cisco, Supermicro, Lenovo and others to come).
Cautions
Pivot's roadmap takes it into new and adjacent territory (e.g., integrated multitiered storage),
while repositioning from its earlier narrow focus.
Functional limitations exist in hypervisor support (VMware only), and a lack of integrated data
protection policy management (such as recovery time objective and recovery point objective
goals, due in 2017).
Pivot 3 must expand its marketing, channels and sales to increase global coverage and greater
market awareness.
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Riverbed, new to this Magic Quadrant, is a well-known and established vendor that has not been
associated with the integrated system market; the vendor has enjoyed success deploying WAN
optimization software and appliances. The primary target market for Riverbed has always been
ROBO and departmental opportunities, in which the objective was to accelerate the delivery of
applications and data to best compensate for the latencies created by distance.
Strengths
Riverbed is a well-established vendor with a strong track record in WAN optimization devices
and tools that strengthen the integrity of managed storage.
SteelFusion provides a safe HCIS solution for organizations that still want to maintain
centralized control over data in edge-based R O environments.
With all management concentrated at the core IT location, little or no IT expertise is required for
SteelFuslon's day-to-day deployment.
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Cautions
Despite formally being on the market for four years, there is limited awareness of SteelFuslon
and the product has not really been marketed as an HI S solution until recently.
HCIS vendors frequently offer functionality like data compression and deduplication at the
source, impacting the business case for WAN optimization that still sits at the heart of the
SteelFuslon business model as alternates to mainstream data center vendors in the DODO.
Riverbed's established partnerships with data center storage and compute vendors appear to
be more tactical than strategic, as the major vendors increasingly invest in their own
competitive H S initiatives.
Scale Computing was founded in 2007 and has been shipping its hyperconverged HC3 product
since 2012 — capturing more than 1,500 SMB customers with 5,500 systems deployed. The
vendor's primary differentiator versus its competitors in this space is its sole focus on SMBs that
lack the expertise and resources to effectively run their IT infrastructure.
Over the last 12 months, Scale Computing added support for flash and automated tiering, and
introduced more hardware models. Customers have the ability to mix and match the various HC3
product lines to better fit the requirements of their environment within the same cluster. The HC3
product has improved backup and disaster recovery capabilities with ScaleCare Remote Recovery
Service, adding real-time VIM statistics and introducing single node systems for ROBO or disaster
recovery purposes.
Strengths
Scale Computing's price/performance value proposition continues to gain positive traction,
particularly in the SMR market.
The vendor offers hypervisor embedded storage technology that has lower overhead for storage
operations, which results in better hardware utilization.
Scale Computing's mix-and-match node architecture and all-inclusive software pricing allow for
more flexibility and business longevity.
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Cautions
Scale Computing will face fierce competition as bigger HCIS vendors are now targeting SMBs
through the introduction of lower-cost DODO products.
The vendor's channel operations will be impacted as partners are now facing many choices for
hyperconverged competitive products and partnerships.
The Scale Computing KVM-based hypervisor has limited software ecosystem support.
Most IT leaders identify the SGI brand with HE, but the vendor is developing a growing reputation
for its product relevance in the broader IT market. During the past year, SDI's UV 300H platform has
gained significant awareness in the fast-growing SAP Hana appliance market. SGI recently attained
the largest single-node-certified Nana platform with up to 20 sockets and 2 T systems, and
certification is pending for systems that will stretch to 32 sockets and 32TB of memory.
In a new development, NEE has indicated that it intends to acquire SGI; deal closure is expected
during HPIE's first fiscal quarter (November 2016 to January 2017). We believe that SDI's technology
strengths and HE C reputation are a major factor driving HPE's interest, but existing and prospective
users should anticipate a period of uncertainty while the acquisition is underway.
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Strengths
Cautions
SGI's client base remains numerically small, which makes the vendor dependent on a sales
funnel that is prone to spikes and uncertainty.
Because SGI addresses high-value and high-end projects that are often beyond the reach of
other vendors, the monetization of projects can take a long time to achieve.
SGI's market opportunity is finite. Other vendors like Atos and Huawei are challenging the
unrivalled performance leadership that SGI has enjoyed until now; meanwhile, the majority of
Hone demand can usually be met by more modest platforms or scale-out SAP Hana
deployments.
Founded in 2009, SimpliVity has been one of the key players in the HCIS market, reaching 750
employees worldwide and doubling its year-over-year revenue with more than 6,000 systems
shipped globally since 2013. SimpliVity has a reseller network of more than 1,000 partners in 73
countries, enabling the vendor to generate 50% of its sales outside of the Americas.
In 2016, SimpliVity expanded its market penetration from midmarket toward both large and small
enterprises, with a focus on ROBOs. Differentiating by providing guaranteed enterprise-class
resilience features (such as hardware high availability, instant AM recovery, remote backup and
restore, and site-to-site disaster recovery), SimpliVity is now being considered by Cl Os as a prime
candidate for a general-purpose core IT enterprise platform for virtualized workloads.
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custom application integration, and expanded support for a multinode stretched cluster. The
OmniView management suite now includes web-based predictive analytics and troubleshooting for
mission-critical end users.
Strengths
The vendor has a strong midmarket presence and growing acceptance in large enterprises as a
general-purpose consolidated IT platform for virtualized workloads.
The SimpliVity Omni Stack Data Virtualization Platform provides guaranteed storage efficiency
with global data deduplication and compression, while offloading heavy data processing to the
PCIe Omni tack Accelerator Card.
SimpliVity provides users with a built-in comprehensive backup solution and off -site disaster
recovery capability, which allow customers to sunset their legacy enterprise backup.
Cautions
SimpliVity is a privately held company depending on venture funding.
The vendor will face challenges for maintaining the No. 2 position in the HCIS market due to the
need to differentiate versus a growing number of competitive products from both established
and innovative new vendors in the evolving hyperconverged space.
SimpliVity is lagging behind in the adoption of all-flash-based technology.
Like Oracle and those vendors selling solutions targeted only at SAP Hana, Teradata focuses on a
specific set of use cases, not the broader general-purpose market. Teradata's own parallel DBMS
sits at the heart of the five integrated systems it builds, which are all targeted at various forms of
analytics and business intelligence workload.
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capacity or data concurrency. Finally, the 1800 is a big data analytics platform that scales to 341 PP,
and competes primarily with Hadoop and similar solutions.
The latest addition to the range is IntelliFlex. Based on Dell compute nodes, NetApp storage and an
InfiniBand switch topology, this is a 2 P capacity system that has been engineered to provide the
best possible potential for future growth. Teradata will position this platform for hybrid cloud
deployments, plus other scenarios where rapid capacity expansion is a stated need.
Because the vendor is dependent on selling solutions that leverage both its hardware innovation
and software stack, this creates competition for the vendor from a number of quarters. Teradata
must, therefore, continue to invest in hardware and software innovations, and leverage alliances like
those with Dell and NetApp, to enjoy continued success.
Strengths
Teradata has a culture of hardware and software innovation that enables the vendor to build
highly differentiated integrated systems that compete well with other vendor solutions.
The installed base is significant and highly loyal, creating an annuity business that Teradata is
able to exploit and mine to help fund new strategy investments.
Ownership of the Teradata DBMS qualifies the vendor as a proven expert in all aspects of
business intelligence and analytics.
Cautions
IT leaders can apply the Teradata solution to a limited set of business cases; the vendor only
addresses workloads associated with analytics and business intelligence, and the need to
promote the Teradata DBMS then forces the vendor to compete with alternate third-party
software stacks.
However good the Teradata solution is, its clients must deploy technology from other vendors
for transactional workloads. This exposes the vendor to competitive attack, as other vendors
will often be able to compete with Teradata's own solutions.
Teradata is perceived as a high-end, high-value vendor, and client expectations are that it is less
well-equipped to handle scaled-down deal situations that are more price-sensitive.
Vendors Added and Dropped
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Atos has been added to this Magic Quadrant, having bought the French vendor Bull, and is now
addressing the market for SAP Hone appliances.
Atlantis Computing is a well-established hyperconvergence vendor that became eligible for this
Magic Quadrant by launching its own branded appliance in 2015, alongside multiple reference
architecture partnerships with leading system vendors.
Riverbed's SteelFusion edge computing appliance is a hybrid solution that satisfies the criteria
for a hyperconverged system.
Gridstore has been removed from this Magic Quadrant. The vendor has recently changed its
name to Hyper rid, as the result of its acquisition of another vendor, DCHQ. The new company
no longer sells HIS appliances and will pursue a software-only model.
IBM is not included in the 2016 version of this Magic Quadrant because Gartner believes the
PureSystems technology that IBM retained (after selling the majority of assets to Lenovo) is no
longer being actively marketed.
Nimboxx has been dropped because the company ceased trading in November 2015.
Inclusion criteria are used to determine which vendors will be covered in this research. The vendor
inclusion criteria for the Critical Capabilities research are the same as those for the Magic Quadrant
research. We have defined the following eligibility criteria for inclusion in this Magic Quadrant:
Integrated systems must have servers, storage, network and a management software layer
associated with them.
Software-only integrated systems do not qualify at this time, as the customer or the integrator
would have to layer the software on top of third-party hardware, and integrate and support the
offering.
solutions into account. We would only include that vendor if it also builds and sells a valid
integrated system that is a single SKU.
Ability to Execute
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Product or Service: Core goods and services offered by the technology provider that compete in/
serve the defined market. This includes current product/service capabilities, quality, feature sets,
skills etc., whether offered natively or through OECD agreements/partnerships as defined in the
market definition and detailed in the subcriteria.
Overall Viability: Includes an assessment of the overall organization's financial health, the financial
and practical success of the business unit and the likelihood of the individual business unit to
continue to invest in the product, continue offering the product and advancing the state of the art
within the organization's portfolio of products. The growing proportion of startups in the industry
requires validation of business models and investment risk.
Sales Execution/Pricing: The vendor's capabilities in all presales activities and the structure that
supports them. This includes deal management, pricing and negotiation, presales support, and the
overall effectiveness of the sales channel.
Market Responsiveness/Record: Ability to respond, change direction, be flexible and achieve
competitive success as opportunities develop, competitors act, customer needs evolve and market
dynamics change. This criterion also considers the vendor's history of responsiveness. The
dynamics in the market require increasing flexibility.
Marketing Execution: The clarity, quality, creativity and efficacy of programs designed to deliver
the vendor's message in order to influence the market, promote the brand and business, increase
awareness of the products and establish a positive identification with the product/brand and
organization in the minds of buyers. This mind share can be driven by a combination of publicity,
promotional, thought leadership, word-of-mouth and sales activities.
Customer Experience: Relationships, products and services /programs that enable clients to be
successful with the products evaluated. Specifically, this includes the ways customers receive
technical support or account support. This can also include ancillary tools, customer support
programs (and the quality thereof}, availability of user groups, service-level agreements, etc.
Conservative buyers will consider references critical in this emerging market.
Operations: The ability of the organization to meet its goals and commitments. Factors include the
quality of the organizational structure, including skills, experiences, programs, systems and other
vehicles that enable the organization to operate effectively and efficiently on an ongoing basis.
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Evaluation Criteria
Weighting
Product or Service
High
Overall Viability
High
Sales Execution/Pricing
Medium
Market Responsiveness/Record
High
Marketing Execution
High
Customer Experience
High
Operations
Low
Source: Gartner (October 2016)
Completeness of Vision
Market Understanding: Ability of the vendor to understand buyers' needs and translate these
needs into products and services. Vendors that show the highest degree of vision listen and
understand buyers' wants and needs, and can shape or enhance those wants with their added
vision. This is a relatively new market and continues to evolve.
Marketing Strategy: A clear, differentiated set of messages consistently communicated throughout
the organization, externalized through the website, advertising, customer programs, and positioning
statements. The constant stream of new entrants puts pressure on positioning and the ability to
differentiate.
Sales Strategy: The strategy for selling product that uses the appropriate network of direct and
indirect sales, marketing, service, and communication affiliates that extend the scope and depth of
market reach, skills, expertise, technologies, services and the customer base.
Offering (Product) Strategy: A vendor's approach to product development and delivery that
emphasizes differentiation, functionality, methodology, and feature set as they map to current and
future requirements. Strong strategy is required for product differentiation.
Business Model: The soundness and logic of a technology provider's underlying business
proposition.
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Vertical/industry Strategy: The technology provider's strategy to direct resources, skills and
offerings to meet the specific needs of individual market segments.
Innovation: Direct, related, complementary and synergistic layouts of resources, expertise or capital
for investment, consolidation, defensive or pre-eruptive purposes. Emerging technologies must be
addressed and integrated.
Evaluation Criteria
Weighting
Market Understanding
High
Marketing Strategy
Medium
Sales Strategy
Low
Offering (Product) Strategy
High
Business Model
Medium
Vertical/industry Strategy
Medium
Innovation
High
Geographic Strategy
Low
Source: Gartner (October 2016)
Quadrant Descriptions
Market leaders will typically be able to execute strongly across multiple geographies and other
market segments, with integrated systems that cover at least two, if not all three, of the multiple
market categories (IS S, II S and HCIS). They will also have active reference architecture initiatives to
address vertical and other more specialized opportunities.
These are typically vendors that are focusing on strong innovation and product differentiation, but
are smaller vendors with limited reach or achievement to date, or larger vendors with innovation
programs that are still unproven.
Many integrated system vendors will address a more narrow market niche, or they may be vendors
with market programs that have not yet established their differentiation and/or execution ability.
However, all vendors will have met the inclusion criteria and may address their specific market
category with great effect.
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The integrated system market is outgrowing other data center segments, but the growth has been
stabilized. According to Gartner statistics (see "Market Share Analysis: Data Center Hardware
Integrated Systems, Worldwide, 2015"), in 2015, integrated system sales grew 11.2 °I over 2014,
totaling $9.6 billion, constituting approximately 5.61 of all server, external control ler-based storage
and data center networking spend by the end of 2015.
The concept of the integrated system emerged around 2010 and has caught industry attention,
notably by the entrance of many traditional data center infrastructure OEMs and the emergence of
many venture capitalist (VC)-funded startups. VC activity in the integrated system market is still
active, especially around HCIS, as it is the strongest growth segment within the integrated system
market, accounting for about 6®l of integrated system revenue in 2015.
Although the market is maturing, product innovations are expected to continue. We will see more
acquisitions and strategic partnerships impacting its competitive landscape and product offerings.
We can also expect to see the once rigid, easily definable market segments begin to blur, as
providers evolve their offerings, integrate new technologies and expand their market addressability
with new product strategies.
Evaluation Criteria Definitions
Ability to Execute
Product/ Service: Core goods and services offered by the vendor for the defined
market. This includes current product/service capabilities, quality, feature sets, skills
and so on, whether offered natively or through OEM agreements/partnerships as
defined in the market definition and detailed in the subcriteria.
Overall Viability: Viability includes an assessment of the overall organization's financial
health, the financial and practical success of the business unit, and the likelihood that
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the individual business unit will continue investing in the product, will continue offering
the product and will advance the state of the art within the organization's portfolio of
products.
Sales Execution/Pricing: The vendor's capabilities in all presales activities and the
structure that supports them. This includes deal management, pricing and negotiation,
presales support, and the overall effectiveness of the sales channel.
Market Responsiveness/Record: Ability to respond, change direction, be flexible and
achieve competitive success as opportunities develop, competitors act, customer
needs evolve and market dynamics change. This criterion also considers the vendor's
history of responsiveness.
Customer Experience: Relationships, products and services/programs that enable
clients to be successful with the products evaluated. Specifically, this includes the ways
customers receive technical support or account support. This can also include ancillary
tools, customer support programs (and the quality thereoff, availability of user groups,
service-level agreements and so on.
Operations: The ability of the organization to meet its goals and commitments. Factors
include the quality of the organizational structure, including skills, experiences,
programs, systems and other vehicles that enable the organization to operate
effectively and efficiently on an ongoing basis.
Completeness of Vision
Market Understanding: Ability of the vendor to understand buyers' wants and needs
and to translate those into products and services. Vendors that show the highest
degree of vision listen to and understand buyers' wants and needs, and can shape or
enhance those with their added vision.
Marketing Strategy: A clear, differentiated set of messages consistently communicated
throughout the organization and externalized through the website, advertising,
customer programs and positioning statements.
Sales Strategy: The strategy for selling products that uses the appropriate network of
direct and indirect sales, marketing, service, and communication affiliates that extend
the scope and depth of market reach, skills, expertise, technologies, services and the
customer base.
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Offering (Product) Strategy: The vendor's approach to product development and
delivery that emphasizes differentiation, functionality, methodology and feature sets as
they map to current and future requirements.
Business 1® The soundness and logic of the vendor's underlying business
proposition.
Verticallindustry Strategy: The vendor's strategy to direct resources, skills and
offerings to meet the specific needs of individual market segments, including vertical
markets.
Innovation: Direct, related, complementary and synergistic layouts of resources,
expertise or capital for investment, consolidation, defensive or pre-eruptive purposes.
Geographic Strategy: The vendor's strategy to direct resources, skills and offerings to
meet the specific needs of geographies outside the "home" or native geography, either
directly or through partners, channels and subsidiaries as appropriate for that
geography and market.
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Gartner does not provide legal advice or services and its research should not be construed or used as such, Gartner 's a public company.
and its shareholders may include firms and funds that have financial interests in entities covered In Gartner research. Gartner's Board of
Directors may include senior managers of these firms or funds. Gartner research is produced independently by its research organization
without input or influence from these firms, funds or their managers, For further information on the independence and integrity of Gartner
research, see "Guiding Pitriciples on independence and Objectivity."
Page 36 of 36 Gartner, Inc, I 600291000
I
Racket Pg.
This research note is restricted to the personal use of maceachern-alan@monroecounty-fl.gov.
Starting Project Budget
$880,000.00
Additional CIP - 2018 Budget
$200,000.00
Total Project Budget
$1,080,000.00
(Minus) Project Expenditures To Date
$105,885.23
Remaining Budget
$974,114.77
(Minus) Nutanix Implementation Costs
$118,800.00
(Minus) Mitel Implementation Costs
$715,378.25
Remaining Budget
$139,936.52
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Dell Authorized Contract Resellers for NASPO ValuePoint
The following Resellers are authorized to accept orders and payments for Dell under the terms and
conditions of the NASPO ValuePoint Participating Addendum, State Contract #43211500-WSCA-15-
ACS:
Reseller Address Point of Email/Phone
Contact
Arey Jones 4700 Oakes Road Bays Seth Fox Seth.fbx are 'ones.co
D, E, F, Davie, Florida 813 - 390 -8854
33314 800 - 998 -9199
CDW Government 230 N Milwaukee Pam Janutolo pam @cdw.com
LLC Avenue 800- 808 -4239
CSPI Technology 1500 S Powerline Rd Mike 954 -571 -4603
Solutions Deerfield Beach, FL Newbanks Mike.newbanks @cspi.com
33442
GHA 8998 E Raintree Dr Linda Sanchez 480 - 951 -6865
Technologies, Inc Scottsdale, AZ 85260 govpaperwork @gha- associates.com
Katz Computer 2885 Jupiter Park Tiffany 561- 746 -2515
Service, Inc Drive, Suite 1300 Maglio custo ercare�katzco cuter ®co
Prosys 9725 NW 117th Suite Mike Bouis 561- 440 -0456
Information 420 Mike.Bouis @Prosysis.com
Systems Miami, Fla 33178
Safari Micro 28050 US Hwy 19 N, John Lannon 888 -556 -2189
#507 john.lannon @safarimicro.com
Clearwater, FL 33761
Extensible 1401 Forum Way, Suite Ozzie Pena 561- 214 -8077
Computing, LLC 100 opena @slpowers.com
DBA SLPowers West Palm Beach, FL
33401
United Data 8825 NW 21st Terrace Jason Motter 305.882.0435
Technologies, Inc. Miami, FL 33172 jason.motter @udtonline.com
iv 1'Y�L�E
n eSDfa
DEPARTMENT. OF ADMINISTRATION
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
WITH
DELL MARKETING, L.P.
FOR
COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets Servers and Storage
including Related Peripherals & Services) .
To: Dell Marketing L. P. CONTRACT NO: MNWNC -108
One Dell Way
Mailstop 87 RP-1 -33 L9
Round Rock, TX 78682 ?/x ® /sCONTRACT PERIOD: April 1, 2015, or upon final
Contract Vendor Administrator: Diane executed signatures,
Wigington whichever is later
Email: Diane Wigington(M- dell.com THROUGH March 31, 2017
Phone: (512) 728 -4805
EXTENSION OPTION' UP TO 36 MONTHS
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following
documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you
and the State: 1. A Participating Entity's Participating Addendum ( "PA ") A Participating Entity's Participating Addendum
shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship
with the Contract Vendor under the Terms of Minnesota WSCA -NASPO Master Agreement.; 2. Minnesota WSCA -NASPO
Master Agreement (includes negotiated Terms and Conditions); 3: The Solicitation; and:4. the Contract Vendor's response
to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these
documents shall be resolved by giving priority to these documents in the order listed above.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby
1. DELL MARKETING L. P.
The Contractor certifies that the appropriate person(s) have
executed this Agreement on behalf of the Contractor as required
by a le articl bylaws reso tions, or ordinances.
�
By: �� W
U Ste hanie G. Miller.
eme
Title: ContractMan /,qW jll)( KmM
Date: I t o R bruAn - L91
B y' O u.
Title:
Date:
2. MINNESOTA MATERIALS MANAGEMENT DIVISION
In accordance with Minn. Stat. ' J 16C 33,, subd. 3. n
By:
Title: Master Anreement Administrator
Date: / r
3. MINNESOTA COMMISSIONER OF ADMINISTRATION
Or delegated representative.
By:
Date: rl I I I C8 s ign ed
MAR 0 3 2015
B Lucas J. Janneffi
CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
*11 0.
STATE OF MINNESOTA
Materials Management Division
112 Administration Building
50 Sherburne Avenue
" .
St. Paul, MN 55155
Voice: 651.296.2600
Fax: 651.297:3996
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
WITH
DELL MARKETING, L.P.
FOR
COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets Servers and Storage
including Related Peripherals & Services) .
To: Dell Marketing L. P. CONTRACT NO: MNWNC -108
One Dell Way
Mailstop 87 RP-1 -33 L9
Round Rock, TX 78682 ?/x ® /sCONTRACT PERIOD: April 1, 2015, or upon final
Contract Vendor Administrator: Diane executed signatures,
Wigington whichever is later
Email: Diane Wigington(M- dell.com THROUGH March 31, 2017
Phone: (512) 728 -4805
EXTENSION OPTION' UP TO 36 MONTHS
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following
documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you
and the State: 1. A Participating Entity's Participating Addendum ( "PA ") A Participating Entity's Participating Addendum
shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship
with the Contract Vendor under the Terms of Minnesota WSCA -NASPO Master Agreement.; 2. Minnesota WSCA -NASPO
Master Agreement (includes negotiated Terms and Conditions); 3: The Solicitation; and:4. the Contract Vendor's response
to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these
documents shall be resolved by giving priority to these documents in the order listed above.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby
1. DELL MARKETING L. P.
The Contractor certifies that the appropriate person(s) have
executed this Agreement on behalf of the Contractor as required
by a le articl bylaws reso tions, or ordinances.
�
By: �� W
U Ste hanie G. Miller.
eme
Title: ContractMan /,qW jll)( KmM
Date: I t o R bruAn - L91
B y' O u.
Title:
Date:
2. MINNESOTA MATERIALS MANAGEMENT DIVISION
In accordance with Minn. Stat. ' J 16C 33,, subd. 3. n
By:
Title: Master Anreement Administrator
Date: / r
3. MINNESOTA COMMISSIONER OF ADMINISTRATION
Or delegated representative.
By:
Date: rl I I I C8 s ign ed
MAR 0 3 2015
B Lucas J. Janneffi
CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
COMPUTER EQUIPMENT ..��
kin ' RSnta 2014 -2019
DEPARTMENT: OF ADMINkSTRATION
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
TABLE OF CONTENTS
TABLEOF CONTENTS ......................................................................................................... ...............................
SUMMARY........ .................................................... . ............................................................ . ............... .1, ......... I......
EXHIBITA — TERMS & CONDITIONS ...........................................................:....................... ...............................
EXHIBITB — PRICING ............................................................................................................ ...............................
EXHIBITB — PRICING SCHEDULE .................................................. ............................. ........ .................. I............
EXHIBIT C — PRODUCT AND SERVICE SCHEDULE (PSS) ................................................ ...............................
EXHIBITD — WEBSITE ........ ................................................................................................. ...............................
EXHIBIT E — ACTION REQUEST UPDATE FORM ( ARF) ..................................................... ...............................
EXHIBITF — REPORTING ....................................................................................................... ...............................
EXHIBIT G — DEFINITIONS ........................................ ................... . .. ... ... .. .................. .. . ........... I ............
......
2
3
5
.......24
....... 26
....... 27
....... 28
....... 29
....... 31
....... 32
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2 CONTRACT N0. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
l ivnese) b
DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA- �NASPO MASTER AGREEMENT AWARD
SUMMARY
1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly
posted a Request for Proposal on behalf of the State of Minnesota and WSCA -NASPO Cooperative Procurement
Program ( "WSCA- NASPO ") resulting in a Master Agreement Award. After evaluation by a multi —state sourcing team
the solicitation resulted in this Minnesota WSCA -NASPO Master Agreements with qualified manufacturers for:
Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals &
Services.
The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on
the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below.
Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below:
Band 1: Desktop Band 3: Tablet Band 5: Storage
Band 2: Laptop Band 4: Server
The original solicitation included Band 6: Ruggedized. This :band has been removed and ruggedized equipment will
be allowed in Bands 1 -5. The original solicitation and responses may be found on the WSCA -NASPO Website.
2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed
signatures, .whichever is later, through March 31, 2017 with the option to extend up to 36 months, upon agreement by
both parties. Contract Sales may not begin until the Website, Product.and Service Schedule and third party products
have been approved by the Master Agreement Administrator.
3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master
Agreements through WSCA -NASPO with the approval of the State Chief Procurement Official. Contract Vendors are
able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right
to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as
allowed by the Master Agreement.
4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating
States may define their configuration limits in their participating addendum. The Participating State's Chief
Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum.
The Participating State will determine with the Contract Vendor how to approve these modifications to the State's
Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the
purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of
$100,000).
ITEM CONFIGURATION*
Server $500,000
Storage $500,000
Desktops $ 10,000
Laptops $ 10,000
Tablets $ 5,000
Peripherals $ 5,000
Services Addressed by each State in participating addendum
* Configuration is defined as the combination of hardware and software components that make up the total functioning
system. Software purchases are considered a part of the configuration limit of the equipment.
3 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further
restrictions of products in their Participating Addendum. The Participating State will determine with the Contract
Vendor how to approve these modifications to the State's Product and Service Schedule.
a. Software
1. Software is restricted to operating systems and commercial off- the -shelf (COTS) software and is subject to
equipment configuration limits.
2. Software is an option which must be related to the procurement of equipment.
3.. Software must be pre- loaded or provided as an electronic link with the initial purchase of equipment.
4. Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment (Band 4 &5) purchased, is allowed and maybe procured after the initial purchase of
equipment.
b. Services
1. Services must be related to the procurement of equipment.
2. Service limits will be addressed by each State.
3. Wireless phone and internet service is not allowed.
4. Cloud Services including acquisitions structured as managed on -site services are not allowed.
5. Managed Print Services are not allowed.
c. Third Party Products.
1. Contract Vendors can only offer Third Party Products in the bands they have been awarded.
2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA -NASPO Master Agreement unless approved by the Lead State.
d. Additional Product/Services
1. Hardware and software required to solely support wide area network (WAN) operation and management are
not allowed.
2. Lease /Rentals of equipment may be allowed and will be addressed by each State.
3. Cellular Phone Equipment is not allowed.
4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief
Procurement Officer.
6. PARTNER UTILIZATION: Each state represented by WSCA -NASPO that chooses to participate in this Master
Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may
be deployed. The participating State will define the process to add and remove partners in their participating
addendum.
CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
. i"�
COMPUTER EQUIPMENT
livnese)b 2014 -2019
DEPARTMENT OF ADMINISTRATION
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT A - TERMS & CONDITIONS
MASTER AGREEMENT TERMS AND CONDITIONS
A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS
1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful
responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition
action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to,
as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.
The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is
solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which
fails to comply with this requirement may be disqualified as nonresponsive.
All general proposal terms, specifications and WSCA -NASPO Terms& Conditions form apart of this RFP and will
apply to any Master Agreements entered into as a result thereof.
2. CONFLICT OF TERMS /ORDER OF PRECEDENCE:
a. A Participating Entity's Participating Addendum ( "PA ");
b. Minnesota WSCA -NASPO Master Agreement (includes negotiated Terms & Conditions)
c. The Solicitation including all Addendums; and
d. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority'to these documents in the order listed above. Contract Vendor terms and conditions that
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing
and attached to the Master Agreement as an Exhibitor Attachment. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in the Contract Vendor quotation /sales order or in similar documents
subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception.
has been negotiated.
3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify
the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the
directions on the addendum. Addenda will be numbered consecutively in the order they are issued.
4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for
separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will
receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple
responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders.
The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re-
issue the solicitation, whichever is in the best interest of the Lead State.
The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or
designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by
the Commissioner of Administration and the WSCA -NASPO Management Board.
5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other
deficiency in the RFP, the responder. shall immediately notify the Acquisition Management Specialist in writing, as
CONTRACT NO. MNWNC -109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
specified in the introduction, of such error and request modification or clarification of the document. This notification is
due no later than seven calendar days prior to the proposal due date and time.
Responders are cautioned that any activity or communication with a State employee or officer, or a member of the
Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its
response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the
Acquisition Management Specialist listed in the Solicitation documents.
6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that
contain conflicting, false, or misleading statements or that provide references that contradict or do not support an
attribute or condition stated by the responder, may be rejected.
7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA -NASPO and
the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal
questions, general issues, or technical issues regarding this RFP to:
Susan Kahle
Acquisition Management Specialist
Department of Administration
Materials Management Division
50 Sherburne Avenue
112 Administration Building
St. Paul, MN 55155
Fax: 651.297.3996
E -mail: susan.kahle0state.mn.us
8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP
will become property of the Lead State and will become public record after the evaluation process is completed. The
evaluation process is complete when negotiations with the selected vendors are final.
By executing this Contract the Contract Vendor certifies and agrees that all information provided in the Contract and
in response to the solicitation will be made public in accordance with the solicitation and that no information has been
designated Trade Secret pursuant to the Minnesota Government Data Practices Act.
If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials-
as as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must:
a. clearly mark all trade secret materials at the time the information is submitted;
b. include a statement with regard to the information justifying the trade secret designation for each item; and,
c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless
the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the
party requesting the materials and any and all costs connected with that defense. This indemnification survives
the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that
this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead
State will not consider the prices submitted by the responder to be trade secret materials.
9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is
not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master
Agreement Administrator prior to the opening due: date and. time. Any issue a responder has with the Master
Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from
the time the notice of the intent to award is issued. This notice may be made by any of the following methods:
notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us The
Lead State will respond to any protest received that follows the above procedure. For those protests that meet the
above submission requirements, the appeal process is, in sequence: The responsible Master Agreement
Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director.
10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word /Excel
document.
11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of
Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire
agreement of the parties to the Master Agreement.
CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the
undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the
submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any
part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal
and binding Master Agreement between the undersigned vendor and the State of Minnesota.
13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it
takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall
not be viewed as an exception unless the responder specifically states in the response that its proposed changes are
intended to supersede the terms and conditions.
RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY
DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE
GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA -NASPO TERMS AND CONDITIONS
AND /OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED.
A material deviation is an exception to the Request for Proposal general or WSCA -NASPO terms and conditions
and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or;
b. gives the Lead State something significantly different from that which the Lead State requested.
14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered
nonresponsive and may be rejected.
1S: NOTICES. If one party is required to give notice tot . he other under the Master Agreement, such notice shall be in
writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a
signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the
transmission is confirmed by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the. Lead State shall be addressed as follows:
STATE OF MINNESOTA:
MN WSCA -NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
651 -M -2600
CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA -NASPO TERMS AND CONDITIONS
1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA -NASPO Administrative Fee of one -tenth of one
percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days
following the end of each calendar quarter. The WSCA -NASPO Administrative Fee shall be submitted quarterly and is
based on.sales of products and services (less any charges for taxes or shipping). The WSCA -NASPO Administrative
Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
Additionally, some states may require an additional. fee be paid directly to the state on purchases made by Purchasing
Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and
payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The
Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities
within the jurisdiction of the state. All such agreements may not affect the WSCA -NASPO Administrative Fee.or the
prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:
a. A Participating Entity's Participating Addendum ( "PA ");
b. Minnesota WSCA -NASPO Master Agreement (includes negotiated Terms and Conditions)
c. The Solicitation including all addendums; and
d. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing
and attached to this Master Agreement as an Exhibitor Attachment. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in the Contract Vendor quotation /sales order or in similar documents
subsequently provided by the Contract Vendor..The solicitation language prevails. unless a mutually agreed exception
has been negotiated.
3. AMENDMENTS The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the WSCA -NASPO Master Agreement
Administrator.
4. ASSIGNMENT OF ANTITRUST RIGHTS Contract Vendor irrevocably assigns to a Participating Entity any claim for
relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future
by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1 -15 or a Participating Entity's state antitrust
provisions), as now in effect and as may be amended from time to time, in connection with any goods or services
provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master
Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such
litigation on such claim for relief or cause of action.
5. ASSIGNMENT/SUBCONTRACT Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or
delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the
WSCA -NASPO Master Agreement Administrator.
6. CANCELLATION Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by
either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating
Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms
and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in
part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at
the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of
payment for goods /services delivered and accepted, and rights attending any warranty or default in performance in
association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate
if defaults cannot be reasonably cured as allowed per Default and Remedies term.
7. CONFIDENTIALITY NON - DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED.
7.1 Confidentiality The parties acknowledges that they and their employees or agents may, in the course of
providing the Product and Services under this Master Agreement, be exposed to or acquire information that is
confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed
8 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
confidential obtained in the performance of this Master Agreement, including, but not necessarily limited to (a) any
Participating Entity records, (b) personnel records, (c) information concerning individuals, (d) software, (e) product.
plans, (f) marketing and sales information, (g) customer lists, and (h) "know- how," or trade secrets, is confidential
information ( "Confidential Information "). Any reports or other documents or items (including software) that result from
the use of the Confidential Information shall be treated in the same manner as the Confidential Information.
Confidential. Information does not include information that (a) is or becomes.(other than by disclosure by disclosing
party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those
imposed by this Master Agreement; (c) is rightfully in:recipient party's possession without the obligation of
nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than
disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or;
(f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had
no access to the Confidential Information
7.2 Non - Disclosure The parties shall hold Confidential Information in confidence, using at least the industry
standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of,
give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever
other than the performance of this Master Agreement, and to advise each of its employees and agents of their
obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in
identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, parties shall advise each other immediately if they learn or have reason to believe that
any person who has had access to Confidential Information has violated or intends to violate the terms of this Master
Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief against any such
person. Except as directed in writing , the parties will not at any time during or after the term of this Master
Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this
Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents,
papers, and other matter in the recipient party's possession that embody Confidentiahnformation. Notwithstanding
the foregoing, the recipient party may keep one copy of such Confidential Information necessary for quality
assurance, audits and evidence of the performance of this Master Agreement.
7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential
Information, may cause irreparable injury that is inadequately compensable in damages. Accordingly, the injured
party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in
addition to any other legal remedies that may be available. The parties acknowledge and agree that the covenants
contained herein are necessary for the protection of the legitimate business interests and are reasonable in scope and
content.
7.4 Participating Entity, is agreeing to the above language to the extent is not in conflict with Participating Entities
public disclosure laws.
8, DEBARMENT The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible., or voluntary excluded from participation in this transaction (Master
Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a
Written explanation for review by WSCA- NASPO.
In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the
use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the
order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of
paragraph 8, Section 2D, Minnesota Terms and Conditions
9. DEFAULTS & REMEDIES
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or
iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement
proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property,
which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof;
or
v. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the
nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an
opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure
period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole
9 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis.
Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated
damages to the extent provided for under this Master Agreement.
c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the
written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and
Lead State shall have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and .
ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and
iii Impose liquidated damages as provided in this Master Agreement; and
iv. Suspend Contract Vendor from receiving future bid solicitations; and
v. Suspend Contract Vendor's performance; and
Vii. Withhold payment until the default is remedied.
d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of
default as described in this section and have all of the rights and remedies under this paragraph regarding its
participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless
otherwise specified in a Purchase Order, a Purchasing Entity.shall provide written notice of default as described in
this section and have all of the rights and remedies under this paragraph and any applicable Participating
Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms
and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the
applicable commercial code.
10. DELIVERY Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any
Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the
Contract Vendor. Additional delivery charges will not be allowed for back orders.
11. FORCE MAJEURE Neither party to this Master Agreement shall be held responsible for delay or default caused by
fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA -NASPO Master
Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
12. GOVERNING LAW This procurement and the resulting agreement shall be governed by and construed in
accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and
effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in
accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an
order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing
Entity's State..
13. INDEMNIFICATION DELETED SEE SECTION 2C17.
14. INDEMNIFICATION — INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17.
15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such
shall have no authorization, express or implied to bind WSCA -NASPO or the respective states to any agreements,
settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA -NASPO or
the states, except as expressly set forth herein.
16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall
follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the
same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not
limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating
Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities,
The Contract Vendor will apply the charges and invoice each Purchasing Entity individually.
17. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of
this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall
acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating .Entity's
state and having a rating of A -, Class VII or better, in the most recently published edition of Best's Reports. Failure to
buy and maintain the required insurance may result in this Master Agreeme.nt's termination or at a Participating
Entity's option, result in termination of its Participating Addendum.
10 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no
deductible for each of the following categories:
a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal
injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence /$2 million
general aggregate;
b. Contract. Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master
Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after
notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor.
Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to
the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured,
(ii) provides that no material alteration, cancellation, non - renewal, or expiration of the coverage contained in such
policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written
notice, and (iii) provides that.the Contract Vendor's liability insurance policy shall be primary, with any liability
insurance of the Participating Entity as secondary and noncontributory.
Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30)
calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal
certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of
insurance must expressly indicate compliance with each and every insurance requirement specified in this section.
Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result
in this Master Agreement's termination.
Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement.
18. LAWS AND REGULATIONS Any and all supplies, services and equipment offered and furnished shall comply fully
with all applicable Federal and State laws and regulations.
19. LICENSE OF PRE - EXISTING INTELLECTUAL PROPERTY. DELETED — SEE SECTION 211330 FOR REVISED
TERM ADDRESSING TITLE OF PRODUCT.
20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it
applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and
defenses provided by iaw:with regard to any action based on this Contract.
If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and
exclusively within the United States District Court of the Participating Entity's State,
21. ORDER NUMBERS Contract order and purchase order numbers shall be clearly shown on all acknowledgments,.
shipping labels (if possible), packing slips, invoices, and on all correspondence.
22. PARTICIPANTS WSCA -NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement.
It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative
purchasing program for.state government departments, institutions, agencies and political subdivisions (e.g., colleges,
school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master
Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated
by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or
other state agencies and institutions having available funds. Participating States incur no financial obligations on
behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive.
23. PARTICIPATION OF ENTITIES. Use of specific WSCA -NASPO cooperative Master Agreements by state agencies,
political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state
contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and
eligibility for participation are solely within the authority of the respective State Chief Procurement Official,
24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 30 days
following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After
45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month
11 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political
subdivision "Purchasing Card" with no additional charge,
25. PUBLIC INFORMATION.. The Master Agreement and all related documents are subject to disclosure pursuant to the
Participating Entity's public information laws.
26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in. Participating States relating to Participating
addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating. State
and entity who placed the order.
The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement
and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect
performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity,
a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General),
and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a
Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right
shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed
by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to
evaluate performance hereunder.
Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable
Lead State, Participating Entity or Purchasing Entity for an overpayments inconsistent with the terms of the Master
Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records.
The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement
requiring the Contractor to self -audit contract obligations and that permits the Lead State Master Agreement
Administrator to review compliance with those obligations.
Records will be retained longer if required by Participating Entity's law.
27. REPORTS - SUMMARY AND DETAILED USAGE In addition to other reports that may be required by this
solicitation, the Contract Vendor shall provide the following WSCA -NASPO reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA -NASPO using the
WSCA -NASPO Quarterly Sales /Administrative Fee Reporting Tool found at
httpa/ www. naspo .orgANNCPO1Calculator.aspx Any /all sales made under the contract shall be reported as
cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still
required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as
specified in the reporting tool).
b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity /customer type, e.g.,
local government, higher education, K12, non- profit; Purchasing Entity name; Purchasing Entity bill -to and ship -to
locations; Purchasing. Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type
(e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and
line item description, including product number if used. The report shall be submitted in any form required by the
solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last
day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the
WSCA -NASPO Cooperative Development Team electronically through email; CD -Rom, jump drive or other
electronic matter as determined by the Lead State.
Detailed sales data reports shall include sales information for all sales under Participating Addenda executed
under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H.
Reportable sales for the summary sales data report and detailed sales data report includes sales to employees
for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees
for personal use to be defined in the final contract award to ensure only public information is reported.
d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the
reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA -NASPO
12 CONTRACT NO. MNWNG -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
shall have a perpetual, irrevocable, non - exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
28. ACCEPTANCE AND ACCEPTANCE TESTING.
A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place
orders under this Master Agreement) shall determine . whether all Products and Services delivered meet the
Contractor's published specifications (a.k.a. "Specifications "). No payment shall be made for any Products or
Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every
effort to notify the.Contractor within thirty (30) calendar days following delivery of non - acceptance of a Product or
completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of
Product or completion of Service, the Product and Services will be deemed accepted on the 31 day after delivery of
Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms
have been mutually agreed to by both parties in writing.
B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum
to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is
applicable and/or required for the purchase. The terms in. regards to acceptance testing will be negotiated, in writing,
as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall
prevail.
29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its
Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the
system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system'
is defined. at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
34. TITLE OF PRODUCT. NEGOTIATED.
OWNERSHIP
Ownership of Documents /Copyright. Any reports, studies, photographs, negatives, databases, computer
programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the
performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the
exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the
Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor
shall not use willingly allow or cause to allow such material to be used for any purpose other than performance of
the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing
Entity.
Rights, Title and Interest. All: rights, title, and interest in all of the intellectual property rights, including copyrights,
patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives
or originates, either individually or jointly with others, which:arises out of the performance of the Master
Agreement, will be the property of the Purchasing Entity and are, by the Master. Agreement, assigned to the
Purchasing Entity along with ownership of any and all copyrights in.the copyrightable material. The Contract
Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts
necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable,
works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master
Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act.
c. Notwithstanding the above, the Purchasing Entity will not own. any of the Contract Vendor's pre- existing
intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay
the Contract Vendor to create. Subject to payment in full for the products, equipment or services, the Contract
Vendor grants the Purchasing Entity a perpetual, irrevocable, non - exclusive, royalty free license for Contract
Vendor's pre - existing intellectual property that is contained in the products, materials, equipment or services that
are purchased through this Master Agreement. Contract Vendor will retain all right, title and interest in and to all
Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited
to (a) all know -how, intellectual property methodologies,. processes, technologies, algorithms, software or
development tools used in performing the services, and (b) such ideas, concepts, know -how, processes and
reusable reports, designs, charts, plans, specifications, documentation, forms, . templates or output which are
developed, created or otherwise used by or on behalf of Contract Vendor in the course of performing the services
13 CONTRACT NO. MNWNC•108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information
or data of Ordering Entity (collectively, the "Residual IP "), even if embedded in the deliverable.
31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing
Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master
Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing.
Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default,
right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall
not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any
other term or requirement under this Master Agreement, a Participating Addendum, or order.
32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of
purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is
suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a
commercially reasonable manner, and (d) the Product is free of defects.
For third party products sold.by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's
warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numt;rers and assist the
customer in engaging the manufacturer on warranty and maintenance issues.
Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the
Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or
replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full
amount of any payments that have been made. The rights and remedies of the parties under this Warranty are in
addition to any other rights and remedies of the parties provided by law or so ordered by the court
33. LIMITATION OF LIABILITY. NEGOTIATED.
A. CONTRACT VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING.OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE
OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT OBLIGATIONS OR
CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING:
(1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE,
LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS
OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES, DELL PRODUCTS
OR THIRD -PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.
B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF QR IN
CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCEQ FROM THIS
MASTER AGREEMENT (INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED
HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLLARS ($10,000,000).
C. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES,
WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE.
THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIQNS OF RISK
CONSTITUTING IN PART THE CONSIDERATION FOR CONTRACT VENDOR'S SALE OF PRODUCTS,
SOFTWARE OR SERVICES TO ORDERING ENTITY, AND SUCH LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
34. SERVICE AGREEMENTS. NEGOTIATED Contract Vendor may provide Services, Software or Deliverables to you in
accordance with one or more "Service Agreements." "Service Agreements " are service contract¢, including "Service
Descriptions" available at www .dell.com /servicecontracts /us "Statements of Work," and any other such mutually
agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any
other Service Agreement, so that all of the provisions are given as full effect as possible.
Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this
Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating
Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities'
applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master
Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the
14 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the
Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
35. SOFTWARE LICENSE. NEGOTIATED. Software (defined as any software, library, utility, tool, or other computer or
program code, in object (binary) or source -code form as well as the related documentation provided by Contract
Vendor to Purchasing Entity) is subject to the separate license agreements accompanying the Software, along with
any product guides,' operating manuals, or other documentation included with the software media packaging or
presented:to Purchasing Entity during the installation or use of the Software. Purchasing Entity agrees that it will be
bound by such license agreement.
Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this
Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating
Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities'
applicable laws.. in the event of conflict the terms and conditions, the Participating Addendum, and then the Master
Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the
foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the
Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
36. EXPORT COMPLIANCE.: NEGOTIATED Contract Vendor, Lead State and Purchasing Entities acknowledge that
products (including software) sold or licensed under this Master Agreement are subject to the export control laws and
regulations of the United States and other countries from which they were supplied and in which they are used and
Purchasing Entity agrees to abide by those laws and regulations. Purchasing Entity warrants that any software
provided by it and used as a part of the services supplied by Contract Vendor under this Master Agreement contains
no encryption or to the extent that it contains encryption such software is approved for export under the relevant laws
or regulations.
37. RETURNS AND EXCHANGES. NEGOTIATED. Contract Vendor's return policy can be found at
www.dell.com /returnspolicy and applies to any returns and exchanges. Before returning or exchanging a Product,
Purchasing Entity must contact Contract Vendor directly to obtain an authorization number to include with the return.
Purchasing Entity must return Products to Contract Vendor in their original or equivalent packaging, and Purchasing
Entity is responsible for risk of loss, as well as shipping and handling fees. Additional fees, including up to a
15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow
the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss,
damage, or modification of a Product, or processing of a Product for disposal or resale. Credit for partial returns may
be less than invoice or individual component prices due to bundled or promotional pricing associated with the original
purchase. This. restocking fee shall not apply in the case of Contract Vendor error.
15 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L, P.
MASTER AGREEMENT TERMS AND CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS
1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the
successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action
ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and
conditions.
2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective
September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and
Section 508 Subparts A -D which can viewed at http:/Iwww.mmd.admin.state.mn.us/pdf/accessibility standard. df
Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT
form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to
the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon
request by the participating entity.
Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product
Accessibility Templates ( VPATS) for all products offered in its response. Click here for link to VPATS for both Section
508 VPAT and WCAG 2.0 VPAT http://mn.goy /oet`/policies- and - standards /accessibility) #
3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of
changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the
Contract Vendor who,: in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project
upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request
from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the
vacancy with an acceptable employee.
4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor
whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased
scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the
Contract Vendor and the Lead State as required bylaw.
5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED.
6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for
work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other
Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract
Vendor shall include a provision requiring compliance with this section.
7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related
to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all
other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the
Contract Vendor shall include a provision requiring compliance with this section.
8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, ]INELIGIBILITY AND VOLUNTARY EXCLUSION
a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered
Transactions.
Instructions for certification:
1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the
certification set out below.
2. The certification in. this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly
rendered an erroneous certification, in addition to other remedies available to the federal government, the
department or agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to whom this
proposal [response] is submitted if at anytime the prospective lower tier participant learns that its certification
16 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
was erroneous when submitted or had become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant,
person, primary covered transaction, principal, proposal, and voluntarily.excluded, as used in this clause,
have the meaning set. out in the Definitions and Coverages section of rules implementing Executive
Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a
copy of those regulations.
5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract
equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9,
subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause
titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier
Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred,
suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification
is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its
principals. Each participant may, but is not required to, check the list of parties excluded from federal
procurement and nonprocurement programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render in good faith the certification required by this clause. The knowledge and information of a participant
is not required to exceed that which is normally possessed by a prudent person in the ordinary course of
business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is proposed for
debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the Federal government, the
department or agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered
Transactions.
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals
is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement,
changes to the products offered. Products introduced during the term of the Master Agreement shall go through a
formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation
of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an
expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those
products being recommended for inclusion in the Master Agreement.as: Well as defining how adding the product will
enhance the Master Agreement. The Lead State may request that products, other than those recommended, are
added to the Master Agreement..
In the event that the Lead State desires to add new products and services that are not included in the original Master
Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already
established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or
services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or
17 CONTRACT NO. MNWNC -106 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No
products or services will be added to the Master Agreement without the Lead State's prior approval.
10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of
conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder. See: http://www:sec.gov/rules/final/2012/34-67716.pdf .
11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in
any manner necessary for State agencies and local units of government to access the responses and/or to respond to
request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing,
photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response
contains copyrighted or trademarked materials,:it is the responder's responsibility to obtain permission for the Lead
State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of
the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary
approvals for the reproduction and /or distribution of the contents of its response and agrees to indemnify, protect,
save and hold the Lead State, its representatives and. employees harmless from any and all claims arising from the
violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon
the date of final execution by the Lead State, unless a later date is specified in the Master Agreement.
13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information
regarding the location of where services, data storage and /or location of data processing under the Master Agreement
will be performed.
14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota
Government Data Practices. Act, Minn.-Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part
of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the
Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the
Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the
Minnesota. Government Data Practices Act applies to all data created, collected, received, stored, used, maintained,
or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected
nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable,
that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor
must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the
release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08,
apply to the release of the data by either the Contract Vendor or the Lead State.
The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless
from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the
Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the
Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master
Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the
Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work.
15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may
create hazardous substances, harmful physical agents or infectious agents asset forth in applicable State and federal
laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A
copy must be included with each delivery.
16. HUMAN RIGHTSIAFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract
Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.:3400 to 5000.3600.
a. Covered contracts. and Contract Vendors. One -time acquisitions, or a contract for a predetermined amount of
goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the
Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods
and /or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple
award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or
the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than
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40 full -time employees on a single working day during the previous 12 months in Minnesota or in the state where
it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36,
subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full -time employees within Minnesota on a
single working day during the previous 12 months must have a certificate of compliance issued by the
commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by
Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full -time employees on a single working day during
the previous 12 months within Minnesota but that did have more than 40 full -time employees in the state where it
has its principal place of business and that does not have a certificate of compliance must certify that it is in
compliance with federal affirmative action requirements.
b. Minn. Stat. § 363A.36., subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment
of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department
of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses
suspension or revocation of a certificate Of compliance and contract consequences in that event. A contract
awarded without a certificate of compliance may be voided.
c. Minn, R. 5000.3400- 5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to,
criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of
Compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review;
and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative
action plan are contained in various provisions of Minn. R. 5000.3400 - 5000.3600 including, but not limited to,
parts 5000.3420- 5000.3500 and parts 5000.3552- 5000.3559.
d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative
action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contract Vendor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for employment is
qualified. The Contract:Vendor agrees to take affirmative action to employ, advance in employment, and
otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability
in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.
(b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of
the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human
Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to
employ and advance in employment qualified disabled employees and applicants for employment, and the
rights of applicants and employees.
(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of
Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to
employ and advance in employment physically and mentally disabled persons.
e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make
a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance
by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of
the Contract by the commissioner or the State.
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f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400 - 5000.3600 and is aware of the consequences for noncompliance. It
is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into
any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat.
§ 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead
State and the Participating Entity, its representatives and employees, from any and all third party claims or causes of
action for personal bodily injury, including death, and damage to tangible personal property, including all legal fees
incurred by the Lead State and the Participating Entity arising from the negligence in the performance of the Master
Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to
bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill
its obligations pursuant to the Master Agreement.
If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will
seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity.
18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party
against the Participating Entity that Products, Software, Services or Deliverables (excluding Third -Party Products and
open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or
misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ( "Indemnified
Claims "), the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense,
shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating
Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such
claim is successful against the Participating Entity.
If Contract Vendor receives prompt notice such a claim that in the Contract Vendor's opinion is likely to result in an
adverse ruling, the Contract Vendor shall at its option (1) obtain a right for the Participating Entity to continue using
such Products, Deliverables or Software or allow Contract Vendor to continue performing the Services; (2) modify
such Products, Software, Services or Deliverables to make them non - infringing; (3) replace such Products, Software,
Services or Deliverables with a non - infringing equivalent; or (4) refund any pre -paid fees for the allegedly infringing
Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly
infringing Product, Deliverables or Software.
Notwithstanding the foregoing, Contract Vendor shall have no obligation under this Section for any claim resulting or
arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on
behalf of Contract Vendor; (2) the combination, operation, or use of the Products, Software, Services or Deliverables
in connection with a third -party product, software or service (the combination of which causes the claimed
infringement); or (3) Contract Vendor's compliance with Participating Entity's written specifications or directions,
including the incorporation of any software or other materials or processes provided by or requested by Participating
Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor
receiving prompt written notice of the third -party claim or action for which Contract Vendor must indemnify
Participating Entity, (y) Contract Vendor having the right to solely control the defense and resolution of such claim or
action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action.
This Section states Participating Entity's exclusive remedies for any third -party intellectual property claim or action,
and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to
Participating Entity.
19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements
thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of
the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey
County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be
subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or
any breach thereof.
20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully
with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and
business registration requirements of the Office of the Minnesota Secretary of State.
21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the
following nonvisual technology access standards
20 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
a. That the effective interactive control and use of the technology, including the operating system applications
programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
b. That the nonvisual accesstechnology must be compatible with information technology used by other individuals
with whom the blind or visually impaired individual must interact;
c. That nonvisual access technology must be integrated into networks used to share communications among
employees, program participants, and the public; and
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual
means to telecommunications or other interconnected network services used by persons who are not blind or
visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the
information technology is being used by individuals who are not blind or visually impaired.
22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide
their Federal Employer Identification Number or Social Security Number. This information may be used in the
enforcement of federal and State tax: laws. Supplying these numbers could result in action to require a Contract
Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax
authorities and State personnel involved in the payment of State obligations.
23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and
belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to
organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned
activities or because of relationships with other persons:
• a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State;
• the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or
• the Contract Vendor has an unfair competitive advantage.
The Contract Vendor agrees that if an organizational.conflict of interest is discovered after award, an immediate and
full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials
Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take
to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its
discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of
interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement
Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be
included in all subcontracts for work to be performed, and the terms "Contract, ""Contract Vendor," "Master
Agreement ", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the
State's rights.
24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY.
Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply
with the Payment Card Industry Data:Security Standard ( "PCIDSS" ). "Network Components" shall include, but are not
limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other
security appliances; "Applications" shall include, but are not limited. to, all purchased and custom external (web)
applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication,
DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a
cardholder; including, by way of example and without limitation, a cardholder's account number, expiration date,
name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use
Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other
uses specifically required by law. Contract Vendor must have a business continuity program which. conforms to
PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other
disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this
Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a
representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security
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21 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security
intrusion in order to validate compliance with PCIDSS.
25. PERFORMANCE WHILE DISPUTE !S PENDING. Notwithstanding the existence of a dispute, the parties shall
continue.without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the
dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the
accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to
proceed shall be borne by the responsible party.
26. PREFERENCE.
Targeted /Economically Disadvantaged.ln accordance with Minn. Stat. § 16C.16, subds. 6 and 7, eligible certified
targeted group (TG) businesses and certified economically.disadvantaged (ED) businesses will receive a 6 percent
preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to
the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid
opening date and time.
To verify TG/ED certification, refer to the Materials Management Division's web site at
www.mmd.admin.state.mn.us "Vendor Information, Directory of Certified TG/ED Vendors."
To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor
Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at
651.296.2600:
Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be
allowed a preference over a non- resident vendor from a state that gives or requires a preference to vendors from that
state, the preference shall be equal to the preference given or required by the state of the non- resident vendor. If you
wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form
included in this solicitation and include it in your response.
Veteran. In accordance with Minn. Stat. § 16C.16, subd..6a, (a) Except when mandated by the federal government as
a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid
on state procurement to certified small businesses that are majority -owned and operated by:
(1) recently separated veterans who have served in active military service, at anytime on or after September 11,
2001, and who have been discharged under honorable conditions from active service, as indicated by the
person's United States Department of Defense form DD -214 or by the commissioner of veterans affairs;
(2) veterans with service - connected disabilities, as determined at anytime by the United.States Department of
Veterans Affairs; or
(3) any other veteran -owned small businesses certified under section 16C.19, paragraph (d).
In accordance with Minn. Stat. § 16C.19 (d), a veteran -owned small business, the principal place of business of
which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as
being either a veteran -owned small business or a:service disabled veteran -owned small business, in accordance
with Public Law 109 -461 and Code of Federal Regulations, title 38, part 74.
To receive a preference the veteran -owned small business must meet the statutory requirements above by the
solicitation opening date and time. The preference is applied only to the first $500,000 of the response.
If responder is claiming the veteran -owned preference, attach documentation, sign and return form with
response to the solicitation. Only eligible veteran -owned small businesses that meet the statutory requirements
and provide adequate documentation will be given the preference.
27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested
parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to
4:30 p.m. to arrange this.
28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for
goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports,
signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with
others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless
such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the
State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division.
The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness
of the products and/or services that are.the subject of the Master Agreement without the prior written consent of the
22 CONTRACT NO. MNWNC -908 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
State's Assistant Director or designee of Materials Management Division. Representations include any publicity,
including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
29. PURCHASE ORDERS. NEGOTIATED. The State requires that there will be no minimum order requirements or
charges to process an individual purchase order. The Master Agreement number and the PO number must appear on
all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract.
Unless otherwise expressly agreed between a Purchasing Entity and the Contract Vendor, any preprinted terms on
the Purchasing Entity's purchase order shall be given no force or effect and no terms of a purchase order that conflict
with this Master Agreement or the Participating Addendum shall be binding on Contract Vendor.
30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to:
a. : reject any and all responses received;
b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost;
c. waive or modify any informalities, irregularities, or inconsistencies in the responses received;
d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder;
e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and
f. terminate negotiations and select the next response providing the best value for the State, prepare and release a
new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful
Master Agreement.
31. RISK OF LOSS OR DAMAGE, The State is relieved of all risks of loss or damage to the goods and/or equipment
during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor
or their authorized agent.
32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be
illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising
under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by
such declaration or finding and shall be fully performed.
33. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and
practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject
to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a
minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize
delegate(s) to audit this Master Agreement and transactions.
34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation
of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs:
Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law,
Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees.
35. TRADE SECRETICONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified
and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37
23 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P
kifffresO
DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT B - PRICING
1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage.
2. PRICE STRUCTURE. The contract employs a MINIMUM discount -off baseline price list structure with category
exceptions for each band. The category discounts may be higher or lower than the than the band discount. The
minimum discount and categorized exceptions will be applied to all "quantity one' procurements. An end user will be
able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions
provided in the Master Agreement.
3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the
Master Agreement.
4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price
List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic
versions of the Baseline Price List must be made available upon request pursuant to the audit provisions.
5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing
of all products and services included in the awarded Master Agreement. The: PSS serves as the Contract Catalog.
The PSS will be submitted to the Lead State following contract award.and must be approved by the Lead
State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to
verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list.
The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States
restrictions.
6. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF)
Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.
7. BULKIVOLUME PRICING. Further bulk /quantity savings may be obtained when additional quantities are requested.
Additional savings are expected when competing awarded vendors for volume pricing.
8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their
inventory and sales. The Contract Vendors will be responsible to market these offers.
9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package
(PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months
(May and November). Refresh. schedule is subject to change. See current configurations:
htti): / /www.wnpsp.com /index.htmi. States and other Participating Entities can choose to purchase these packages
without any signing additional documents.
10. TRADE -IN. Trade -In Programs are the option of the Participating Entity. The Participating Addendum by each State
may address the allowance of Trade -Ins.
11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may
address service agreement terms and related travel.
24 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may
enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating
Addendum by each State will identify if and how leasing agreement terms will be conducted.
13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address,
receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the
"deliver -to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person
specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the
Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will
affect the decision to utilize the Contract Vendor:.
14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order,
unless otherwise agreed to by the ordering agency.
25 CONTRACT N0. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
-� COMPUTER EQUIPMENT
2014 -2019
DEPARTMENT OF ADMINISTRATION
MINNESOTA WSCA -NASPO MASTER AGR EEMENT AWARD
EXHIBIT B - PRICING SCHEDULE
I hf+n•llf#nhnr im doll rnml¢In lwPPklvldallnrit orannrf.nrif
IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Websile for any additional discounts and request a q uote for bulk/volume s
discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside delivery fee must
be charged, the Contract Vendor will notify the customer in advance. .
CAT EGQRY;EXCEPT10N$
Toner F 1.5 %°
�VaiU�`Lakltude,_Q tlPtexy�lWorkatatton, SeleGtaclP[aduits .. .:: - °' ,�. .. ; "H �� 4 % °- . � 0
Selected Promo Offers; Inspiron; Selected Latitude; SC PowerEdge; Selected Dell j EMC; DeII " Branded S 2.5%
Perinherals /lmaoine: PowerConnect. Axim. Proiector. Printer r
GAT RY EXCEPTIONS
Selected Third Party Products (software and peripherals) X .5%
S6 'Third Pa. &inters,-
4. SERVICES
Setulces ard. at the opllon of Parbapatlrig States ",;Particlpating AddendUtnis by each State may"atldress'servlce agreement temns"and related travel. States
May negotiate additional servlci?s The it}atonry'of Deil branded hardware `includes "a'one year wan anty;': Customer may purchase warranty up6rades4or 2, 3
4 "or'5� yearsfor certain Deil branded hardware as offered 6y DeII F or Deli standard warranty information see
." ",hit ';l /wwtiv :&fell comAear'n1�ISlariiascq .' tlsolutionsllimlted�hardiNare- ivarrartties
Selected Service on Poweredge Departmental Servers; Directline Service;.4 -Hr On -Site Critical Care Plus; O 13.3%
Business Care Plus On -Site Service (all years
nn clte: "a Next Blslness`l7av On site.(Axterided vrS1:':CnticaKCare Ori -sife Seruit a (aIl'vrS)::other sits
D— T ..... r0lnn IUid4i I. I Ini4• RnnMrF vnrrr Role¢ Renra¢enfmflwo fnr arfrli4innal riisrnunfis fnr vnlllmP
Minimum Dollar Volume Associated with
Single Transaction
Maximum Dollar Volume Associated with
Single Transaction
Cat A only, Single Transaction, Maximum of 10 ship to
Locations
$50,000.00
$99,999.99
Greater than or Equal to 1 %
$100,000.00
$199,999.99
Greater than or Equal to 2%
$200,000.00
$499,999.99
Greater than or Equal to 4%
$500,000.00
$999,999.99
Greater than or Equal to 6%
$1,000,000.00
No Maximum I
Greater than or Equal to 8%
b.
..Gates"
at the
total
$213 to $413
$413 to $fib 1
$6B to $86
$813 to $101 1
Over $1 OB
c. Other Discounts provided: For purchases made online via Dell.com, De
purchases of Category O Services, Dell will offer a 13.5% discount.
an additional 0.5% per category,
26 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT
DELL MARKETING L. P.
e
C
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I
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i
i!t78S8)td7
DEPARTMENT OF AnMrNIsrRArloN
*,
COMPUTER EQUIPMENT ..
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS)
1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and
services included in the awarded Master Agreement. The PSS serves as the WSCA -NASPO Contract Catalog. The
PSS will be submitted to the Lead State following contract award and must be approved by the Lead State
prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify
pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The
Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States. restrictions.
The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and
containing the following information:
a. Band number
b. Part # - SKU #
c. Manufacturer
d. Description
e. Minimum Discount
f. Category Code (This code will be refined during the approval process)
g. Other fields approved by the Lead State
2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF)
Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.
3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award
Suggested format is provided below:
MANUFACTURER NAME
BASELINE PRICE LIST:
LINK:
DATE:
BAND
Part # - SKU#
MANUFACTURER
DESCRIPTION
MINIMUM
DISCOUNT
CATEGORY
CODE
1
XYZ
ABC
DESKTOP
60%
1M
2
550
ZZZZZZZ
LAPTOP CART
10%
2TM
3
123A
ABC
SUPER TABLET
25%
3A
4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be
received from the Lead State prior to adding third party products to the Product and Service Schedule. Master
Agreement restrictions of third party products include:
a. Contract Vendors can only offer Third Party Products in the bands they have been awarded.
b. Contract'Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA -NASPO Master Agreement unless approved by the Lead State.
c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor
will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on
warranty and maintenance issues.
d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form.
e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as
products are approved.
27 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
I
DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT D - WEBSITE
1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a
sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review
and determine acceptability of the website format and data. if the information is determined to be unacceptable or
incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is
approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and
receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to
monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure
websites are updated and Contract Vendors will be expected to correct deficiencies.
2. WEBSITE= CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public)
on -line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items
listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1
above.
a. Baseline Price List and historic versions
b. Approved Product and Service Schedule (PSS)
c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used
to obtain an on -line quote
d. Third Party Product list.will be clearly posted on the Vendor provided website and updated as products are
approved.
e. Link to the WSCA -NASPO EmarketCenter
f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product
g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and
billing concerns
h. Sales representatives for participating entities
is Purchase order tracking
j. Available Twenty -four (24) hours per day, seven (7) days per week availability, except for regularly scheduled
maintenance
k. Additional Terms may.not be posted on the Website without written approval of the Lead State
I. Link to the WSCA -NASPO EmarketCenter if a State is participating
m. Information on accessibility and accessible products
n. If participating in Premium Savings Package Program, lead .with these products and display prominently on the
website
o. Links to environmental certification, including but not limited to take- back/recycling programs,
p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder. See: hftp://www.sec.gov/ruies/final/2012/34-67716.pdf
q. Service options, service agreements for negotiations when allowed by a participating addendum
r. EPEAT, Energy Star, etc.
s. Link to Signed Participating Addendums
t. Link to Signed Master Agreement
u. Link to solicitation and Response
3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on -line
offering systems and Electronic Catalog functions supported and /or available as part of the Master Agreement will
cease and be removed from public viewing access without redirecting to another website.
28 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
11111ESf1f a
DEPARTMENT OF ADMIN15TRAVON
''t
COMPUTER EQUIPMENT
2014- 2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT E - ACTION REQUEST UPDA FORM (ARF)
The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide
quarterly updates of PSS and to make requests.. The Action Request Forms may be reviewed quarterly by the
Lead State.
DATE:
ATTN: WSCA -NASPO Master Agreement Administrator
RE: Master Agreement # with
Dear WSCA -NASPO Master Agreement Administrator:
requesting the action noted below.
Action Requested:
Action Log:
(Contract Vendor)
(Contract Vendor) is providing the following update and/or
Verify Log is attached
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
_Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes.
NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED
_Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed
_Third Party Product Addition
^ Marketing Approval
Material Website Change
Miscellaneous Inquiry
Provide warranty Guarantee
Attach Materials for review
Describe and provide link for review
Provide detail (e.g. key contact change, etc.)
The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement
and understands they may be audited for compliance. Additional information may be requested upon submission. The
Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its
sole discretion.
Contract Vendor:
Name of Requester:
Title of Requester:
29 CONTRACT NO. MNWNC•108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
I iingso)b
DEPARTMENT OF ADMINISTRATION
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT E - ACTION REQUEST FORM (ARF)
ACTION REQUEST FORM
LOG
Submit updated Action Log with each update. Log must provide history of previous update.
CONTRACT VENDOR:
Contact Name and Email (for questions):
DATE:
DATE ACTION REQUESTED: DATE
SUBMITTED APPROVED
30 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
l ilsRHOSOL&I
DEPARTMENT of AD&rmisTRATION
�t.
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT F - REPORTING
1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead
State and WSCA - NASPO shall have a perpetual, irrevocable, non- exclusive, royalty.free, transferable right to display,
modify, copy, and otherwise use reports, data.and information provided.
2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter.
3. REQUIRED REPORTS:
Report Name
Submitted to
DUE
Aril 30
July 31
October 31
January 31
1
FROM .
TO it
Q1
January 1
March 31
Q2
Aril 1
June 30
Q3
July 1
September 30
Q4
October 1
December 31
3. REQUIRED REPORTS:
31 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
Report Name
Submitted to
Purpose & Submittal
1
WSCA - NASPO Administrative Fee
WSCA-
Identify total sales and administrative fee due to WSCA -
NASPO
NASPO
1) Go to: http:// www, naspo.orgM7NCPO /Calculator.aspx
2) Complete all contract report information fields
3) Enter total sales per State or Select "no sales for quarter"
checkbox
4) Click on Submit button
2
WSCA - NASPO Detailed Sales
WSCA-
Detailed sales data by line item. Currently via an Excel Report
NASPO
template. Future MAY involve a. portal. No modifications may
be made by the Contract Vendor to the template. This report
may also fulfill the reporting requirements of self audits,
premium savings sales, and Bring Your Own Device Employee
Sales.
3
Participating States
Participating
Contract Vendor may utilize the detailed sales report to report
State
to individual States unless otherwise directed by the State.
States may require additional reporting.
4
Participating Addendum Status
WSCA-
Provides status of Participating Addendums. Excel Template
NASPO
to be provided by WSCA- NASPO.
5
Premium Saving Package (PSP)
PSP Lead
Additional reporting may be requested.
6
Quarterly Updates of PSS and Self
Lead State
Utilize the Action Request Form (ARF)
Audit
31 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
innesota
DEPARTMENT OF ADMINISTRATION
A
COMPUTER EQUIPMENT
2014 -2019
MINNESOTA WSCA -NASPO MASTER AGREEMENT AWARD
EXHIBIT G - DEFINITIONS
Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing.
Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse
pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals.
Bands: For the purpose of this -solicitation, there are six product bands which may. be awarded. Each product band
includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined
product. Responder may receive an award in one or more bands for which they manufacture a product based on the
evaluation.
BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop
computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and
3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients,
all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the
Product and Service schedule for this band.
BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard,
point device such as a touchpad and speakers into a single unit. A laptop can be used. away from an outlet using a
rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin
clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops.
Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be
included in the Product and Service Schedule for this band.
BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of
control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the
Product and Service Schedule for this band.
BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to
serve the needs of the users of other computers on a network. This band also includes server appliances. Server
appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking
components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product
and Service Schedule for this band.
BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN
switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included
in the Product and Service Schedule for this band:
BAND 6 REMOVED. RUGGEDIZED
EQUIPMENT MAY BE SOLD IN BANDS 1 -5, PROVIDED IT MEETS BAND REQUIREMENTS.
Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and
information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services
including acquisitions structured as managed on -site services are not allowed.)
Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the
terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the
performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be
utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating
States will have final determination /approval if a Partner may be approved for that state in the role identified by the
Contract Vendor.
Components. Parts that make up a computer configuration.
Configuration. The combination of hardware and software components that make up the total functioning system.
Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single
location. A desktop computer typically comes in several units connected together during installation: 1) the processor,
32 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and
thin clients will also be included under the Desktop Band.
Energy Star@. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The
Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or
better performance as comparable models while using less energy and saving money. Energy Star qualified computers
and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional
products because they spend a large portion of time in a low -power sleep mode. For additional information on the Energy
Star program, including product specification s:and a list of qualifying products, visit the Energy Star website at
hftp:/Iwww;ene[gystar.gov.
EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an
ANSI standard - the IEEE 1680 EPEAT standard — and website www.epeat.net to identify products manufacturers have
declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of
products. It is not a third -party certification program. Instead, Manufacturers self - certify that their products are in
conformance with the environmental performance standard for electronic products.
FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal
property and. responsibility of the receiver when it reaches its destination unless there is acceptance testing required.
FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by
the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document.
General Consulting. Services related to advising agencies on how best to use information technology to meet business
objectives. Examples of such services would include management and administration of IT systems. Each State will have
varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute
section 16C:08 defines general consulting for the State of Minnesota. https:llwww.revisor.mn.gov /statutes / ?id= 16C.08
Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a
display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an
outlet using a rechargeable battery, Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile
operating systems will also be included under the Laptop Band.
Lead State. The State conducting this. cooperative solicitation and centrally administering any resulting Master
Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of
Minnesota Statute Chapter 16C apply to this procurement.
Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark /patent
and markets branded computer equipment.
Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor.
Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers)
work together. Its most basic function is to enable communication between different pieces of software.
Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment
and features.
Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment.
Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or
other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering
procedures specific to a Participating State) and may add other state - specific language or other requirements. A
Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to
provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and
agreed upon.
Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating
Addendum which further defines their participation.
Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into
the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by
Purchasing Entities. Under the WSCA -NASPO program in some cases, local governments, political subdivisions or other
entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a
Participating Addendum is not executed by the chief procurement official for that state that covers local governments,
political subdivisions, or other government entities in the state.
Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing,
support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions
of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different
relationships a manufacturer may have with another company to market their product including, but not limited to agents,
subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc.
Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal
computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core
components of the system. For the purposes of this proposal, peripherals are defined as including accessories.
Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured
by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and
33 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
maintenance for all peripherals on the Master Agreement. Examples of peripheralslaccessoriesloptions Include but
are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling,
modems, networking to support server, storage and client applications such as routers, switches. Software is an option
which must be related to the purchase of equipment and subject to configuration limits. Third party products are
allowed to be offered as peripherals/accessories/options and may be offered in any related band.
Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or
combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a
cooperative purchase.
Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the
Master Agreement. This specification includes a commitment to.maintain and upgrade (keep pace with the advance of
technology) the standard configurations for a stated period of time or intervals. WSCA -NASPO reserves the right to
expand and modify the PSP throughout the life of the contract.: See http
Purchasing Entity — means a state, city, county district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the
Master Agreement and becomes financially committed to the purchase.
Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably
in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions.
Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of
products offered or supplied under the Master Agreement. These types of services may include, but are not limited to:
warranty services, maintenance, installation, de- installation, factory integration (software or equipment components),
asset management, recycling /disposal, training and certification, pre- implementation design, disaster recovery planning
and support, service desk /helpdesk, and any other directly related technical support service required for the effective
operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to
accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased
through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES
TERMS FOR SERVICES.
Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or
applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server
appliances. Server appliances have their hardware and software: preconfigured by the manufacturer. It also includes
embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be
included in the Product and Service Schedule for this band.
Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band
includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment: may also
be included in the Product and Service Schedule for this band.
Storage Area Network. A storage area network (SAN) is a high -speed special - purpose network (or subnetwork) that
interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage
space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services.
Software. For the purposes of this proposal, software is commercial operating off the shelf machine - readable object code
instructions including microcode, firmware and operating system software that are preloaded on equipment. The term
"Software" applies to all parts of software and. documentation, including new releases, updates, and modifications of
software.
Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the
primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable.
Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the
end of life.
Third Party Products. Products sold by the Contract Vendor which are manufactured by another company.
Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version.
Warranty. The Manufacturers general warranty tied to the product at the time of purchase,
Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses
transmission devices provided by common carriers.
WSCA- NASPO. The WSCA -NASPO cooperative purchasing program, facilitated by the WSCA -NASPO Cooperative
Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization of the National
Association of State Procurement Officials (NASPO). The WSCA -NASPO Cooperative Purchasing Organization
facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit
of state departments, institutions, agencies, and.political subdivisions and other eligible entities (i.e., colleges, school
districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The
WSCA -NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may
be performing contract administration functions as assigned by the Lead State Contract Administrator.
34 CONTRACT NO. MNWNC -108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P.
AMENDMENT NO.: 1 - Renewal
PARTICIPATING ADDENDUM
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Master Agreement No: MNWNC -101
Dell Marketing LP
And
The State of Florida
Alternate Contract Source No. 43211500 - WSCA -I5 -ACS
This Amendment ( "Amendment ") effective April 1, 2017, to the Computer Equipment,
Peripherals, & Services Contract No. 43211500 - WSCA -15 -ACS ( "Contract "), between the State
of Florida, Department of Management Services ( "Department ") and Dell Marketing LP
( "Contractor') are collectively referred to herein as the "Parties." All capitalized terms used
herein shall have the meaning assigned to them in the Participating Addendum unless
otherwise defined herein.
Contract Renewal. The Department hereby executes its renewal option for a three (3) year
period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is
March 31, 2020.
I. Transaction Fees. The State of Florida, through the Department of Management Services,
has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A- 1.031, Florida Administrative Code, or as may otherwise be established
by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees, when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be subject to
audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions
will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion
from business with the State of Florida.
II. Public Records. The Participating Addendum is amended to add the following:
If, under this Contract, the Contractor is providing services and is acting on behalf of a public
agency as provided by section 119.0701(2)(b), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S.,
or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CONTRACT MANAGER.
III. Annual Appropriation. The Participating Addendum is amended to add the following:
Pursuant to section 287.0582, F.S., if the ACS binds the State or an agency for the purchase of
services or tangible personal property for a period in excess of one fiscal year, the State of
Florida's performance and obligation to pay under the ACS is contingent upon an annual
appropriation by the Legislature.
IV. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S.,
Contractor, and any subcontractor to the Contractor, understand and will comply with their duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any type of information the Inspector General deems relevant to the
Contractor's integrity or responsibility. Such information may include, but will not be limited to,
the Contractor's business or financial records, documents, or files of any type or form that refer
to or relate to the Contract. The Contractor will retain such records for five years after the
expiration of the Contract, or the period required by the General Records Schedules maintained
by the Florida Department of State (available at: http://dos.myflorida.com/library-
archives/ records - management/general - records - schedules /), whichever is longer. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
Contractor. Such costs will include, but will not be limited to salaries of investigators, including
overtime; travel and lodging expenses; and expert witness and documentary fees.
V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the
Contract, the terms of this Amendment shall control.
VI. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly
authorized to do so and to bind the respective party.
VII. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained
in the Contract shall continue in full force and effect.
Contractor Participatinq Addendum Contact
Name
Katherine Duna
Address
One Dell Way, Mail Stop RR 1 -33, Round Rock, Texas 78682
Telephone
512 - 723 -0818
Fax
512- 283 -9092
E -mail
Katherine Dunay@D
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Page 2 of 3
Participating State Contact
Name
Jeremy Williams
Address
Florida Department of Management Services
4050 Esplanade Way, Suite 360, Tallahassee, FL 32399 -0950
850 - 414 -6740
Telephone
Fax
850 -414 -8331
E -mail
Jerem .W ill ia ms&dms.myflorida. com
State of Florida,
Department of Man a ent Services
By:
!dame: Erin Rock
Title: Chief of Staff
Date
Dell Marketing LF
{Name: 0— e �
Title: �Ib t*tLAC. r�
Date: ]�1 I � n
Page 3 cf 9
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PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500- WSCA -I5 -ACS
Page 1of11
Scope The State of Minnesota, Department of Administration, Materials Management Division publicly
conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of
State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master
Agreement number MNWNC -108. The Master Agreement led by the State of Minnesota along with a
multi -state sourcing team, was created for use by state agencies and other entities that are authorized
by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief
procurement official.
The Master Agreement for computer equipment (desktops, laptops, tablets, servers, and storage, and
ruggedized devices, including related peripherals & services) identifies the product bands awarded to
the Contractor.
This Participating Addendum (Addendum) is made and entered into as of the Effective Date by and
between the State of Florida (Participating State) and Dell Marketing, L.P. (Contractor). This Addendum
allows for purchase of computer equipment from the Master Agreement. This Addendum shall not
diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual
relationship with the Contractor under the terms of the Master Agreement.
Participation Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized by
a Participating State's statutes are subject to the prior approval of the respective State Chief
Procurement Officer. Issues of interpretation and eligibility for participation are solely within the
authority of the State Chief Procurement Officer.
3. Order of Precedence
In the event of a conflict, the following documents shall have priority in the order set forth below
a. This Participating Addendum
b. Exhibit 2, PUR 1000
c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC -108.
Contractor Modifications or Additions to terms and conditions. Notwithstanding any term to the
contrary in Exhibit 2:
a. Returns and Exchanges. Additional fees, including up to a 15% restocking fee, may apply. Dell will
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❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500- WSCA -15 -ACS
Page 2 of 11
notify eligible user if such fees apply upon receipt of return request.
b. Software Licensin . The terms of the Master Agreement shall be the controlling terms with respect
to Software licensing.
c. Payment Eligible User will make every effort to notify the Contractor within thirty (30) calendar
days following delivery of non - acceptance of a Product or completion of Service. In the event that
the Contractor has not been notified within 30 calendar days from delivery of Product or
completion of Service, the Product and Services will be deemed accepted on the 31st day after
delivery of Product or completion of Services.
d. Subcontracting Contractor may retain subcontractors from time to time in the ordinary course of
business to perform imaging or Custom Factory Integration, warranty, breaklfix, administrative and
back office services, provided that such subcontractors will not have access to Eligible User's
confidential data [other than billing and contact information] and provided that Contractor shall
remain responsible for the performance of its obligations under this Addendum.
e. Delivery F.O.B. Destination. Title and risk of loss pass to customer upon delivery. Dell standard 3 -5
day ground shipping and handling will be paid for by Contractor. There may be additional fees for
custom shipping or delivery requests, including but not limited to inside delivery, which will be
quoted to customer upon request.
5. Participating State Modifications or Additions to Master Agreement:
A. Upon execution of this Addendum, all eligible users may purchase products and services under
contract using the Florida alternate contract source number 43211500- WSCA -I5 -ACS. Eligible users
acknowledge and agree to be bound by the terms and conditions of the Master Agreement except
as otherwise specified in this Addendum.
1. The following are modifications to the Master Agreement:
a. PUR 1000 Form:, General Contract Conditions, is attached hereto and incorporated herein
as Exhibit 2
b. Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to
section 287.134 of the Florida Statutes may not be awarded or perform work as a
contractor, supplier, sub- contractor, or consultant under a contract with any public entity;
or transact business with any public entity.
c. Effective Date: This Addendum shall become effective on the last date signed Below and is
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❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -15 -ACS
Page 3 of 11
coterminous with Exhibit 1, unless terminated earlier by the Participating State.
Vendor Registration and Transaction Fees: In order to complete any transaction between
an eligible user and the Contractor, the Contractor must be registered with the Department
of State, Division of Corporations ( www.sunbiz.org ) and in MyFloridaMarketPlace Section
287.042(1)(h), Florida Statutes, and Rule 60A- 1.031, Florida Administrative Code, is hereby
incorporated by reference. All transactions are subject to a transaction fee pursuant to the
rule. This fee amount will be adjusted to the Contractor's Master Agreement pricing and
not invoiced or charged to the Eligible User.
Purchases: In order to procure products and services hereunder, eligible users shall issue
purchase orders or use a purchasing card which shall reference Florida alternate contract
source number 43211500- W5CA -15 -ACS. Use of a purchasing -card is permitted at the time
of order placement only, and not permitted for payment of invoices issued by Contractor.
Eligible users are responsible for reviewing the terms and conditions of this Addendum
including all Exhibits.
Compliance with Laws: The Contractor shall comply with all laws, rules, codes, ordinances,
and licensing requirements that are applicable to the conduct of its business, including
those of federal, State, and local agencies having jurisdiction and authority. By way of non -
exhaustive example, Chapter 287 of the Florida Statutes and Rule 60A -1 of the Florida
Administrative Code govern this Addendum. By way of further non - exhaustive example,
the Contractor shall comply with section 274A of the Immigration and Nationalization Act,
the Americans with Disabilities Act, and all prohibitions against discrimination on the basis
of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status.
Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds
for termination or nonrenewaI of this Addendum.
Additional Eligible User Terms: If any additional ordinance, rule, or other local
governmental authority requires additional contract language before an eligible user can
make a purchase under this Addendum, the eligible user is responsible for entering a
separate agreement with the Contractor and capturing that additional contract language
therein.
Provisions of section 287.058, Florida Statutes: The provisions of section 287.058 (1)(a) - (c)
and (g), Florida Statutes, are hereby incorporated by reference.
Public Records: The Contractor shall allow public access to all documents, papers, letters,
or other material made or received by the Contractor in conjunction with this Addendum,
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❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -I5 -ACS
Page 4 of 11
unless the records are exempt from section 24 {a} of Article I of the State Constitution or
subsection 119.07(1), Florida Statutes. The Part icipating State may unilaterally terminate
this Addendum if the Contractor refuses to allow public access as required in this section.
If, under this Addendum, the Contractor is providing services and is acting on behalf of the
public agency as provided under subsection 119.011(2), Florida Statutes, the Contractor
must:
(1) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service.
(2) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the
cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the Contractor upon termination of
this Addendum and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. All records
stored electronically must be provided to public agency in a format that is compatible
with the information technology systems of the Department.
The State of Florida's performance and obligation to pay under this Addendum is
contingent upon an annual appropriation by the Legislature. The vendor shall comply with
section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of
funds to lobby the Legislature, Judicial, or state agencies.
B. Contract Document: This Addendum and its Exhibits set forth the entire agreement between the
parties with respect to the subject matter of the contract.
C. Intellectual Property: The parties do not anticipate that any intellectual property will be developed
as a result of this Addendum. However, unless specified otherwise in the Statement of Work
entered into by Dell and the Eligible User, the rights, title and interest in any deliverables or
intellectual property developed as a result of this Addendum shall be subject to the terms of
Section 30 of the Master Agreement
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❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
M aster Agreeme nt No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -I5 -ACS
Page 5 of 11
D. Employment Eligibility Verification: Pursuant to State of Florida Executive Orders Nos.: 11 -02 and
11 -115, Contractor is required to utilize the U.S. Department of Homeland Security's E- Verify
system to verify the employment of all new employees hired by the Contractor during the contract
term. Also, Contractor shall require resellers/pa rtne rs performing work or providing services under
this Addendum to utilize the E- Verify system to verify employment of all new employees hired by
the reseller /part ner during the Addendum term.
Price List /Preferred Price: The Contractor's price list will be the same as the WSCA -NASPO price list,
and the Department will post a link on the Department's website to the price list posted on the
WSCA -NASPO website. Contractors are encouraged to provide special pricing and /or tiered
discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4 (b) of the
PUR1000 is not applicable.
Scrutinized Company List: In executing this Addendum, Contractor certifies that it is not listed on
either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida
Statutes. Pursuant to subsection 287.135(5), Florida Statutes, Contractor agrees the Participating
State may immediately terminate this Addendum for cause if the Contractor is found to have
submitted a false certification or if Contractor is placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List during the term of the Addendum.
G. Orders: Any Order placed by eligible users under this Participating Addendum referencing Alternate
Contract Source No. 43211500- WSCA -I5 -ACS for a product and/or service available from the
Master Agreement shall be deemed to be a sale under and governed by the prices and other terms
and conditions of the Master Agreement and this Addendum unless the parties to the Order agree
in writing that another contract or agreement applies to such Order.
The Contractor agrees to meet the following requirements:
a. Provide appropriate contact information for eligible users to use for product and /or service
inquiries and purchases, as well as, the most up -to -date product /service offering the
Contractor is authorized to provide in accordance with the Master Agreement; and
b. if orders are to be sent to resellers/part n ers for fulfillment then the Contractor is
Packet Pg. 1543
❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500- WSCA -I5 -ACS
Page 6 of 11
responsible for providing and updating this list of authorized res el le rs/pa rt ne rs for use to
the Participating State/Entity.
2. Contractor must be able to accept purchase orders via fax, e-mail, or cXML as identified in H.1
below.
Electronic Invoicing: The Contractor shall supply electronic invoices in lieu of paper -based invoices
for those transactions processed through the MyFloridaMarketPlace (MFMP) within ninety (90)
days from Addendum effective date. Electronic invoices shall be submitted to the agency through
the Ariba Network (AN) in one of three mechanisms as listed below:
1. cXML (commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the context
of an electronic environment. This transaction set can be used for invoicing via the AN for
catalog and non - catalog goods and services. The cXML format is the Ariba preferred method
for e- Invoicing.
2. EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use within
the context of an Electronic Data Interchange (EDI) environment. This transaction set can be
used for invoicing via the AN for catalog and non - catalog goods and services.
PO Flip via AN
The online process allows Contractors to submit invoices via the AN for catalog and non -
catalog goods and services. Contractors have the ability to create an invoice directly from their
Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not
require any special software or technical capabilities.
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third party provider of MFMP, a state
contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within
the system the information outlined above. In addition, the Contractor warrants and represents
that it is authorized and empowered to and hereby grants the State and the third party provider
the right and license to reproduce and display within the system the Contractor's trademarks,
system marks, logos, trade dress, or other branding designation that identifies the products made
available by the Contractor under the contract.
Packet Pg. 1544
❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -I5 -ACS
Page 7 of 11
The Contractor will work with the MFMP management team to obtain specific requirements for the
electronic invoicing if needed.
Contract Quarterly Reports: The Contractor shall submit a Quarterly Report in the Standard Report
Format and with the Data Elements, described below, electronically to the Participating
5tate /Entity within 30 days of the end of the quarter. The Contractor will cooperate with
Participating State /Entity to accommodate reasonable requests for additional reports within 30
days written notice of such request, provided such additional reports are within Contractor's
standard reporting capabilities with respect to data elements and format ( "Contractor Standard
Reports "). Custom reports not within Contractor's standard reporting capabilities may be available
upon request for a reasonable flee to be quoted upon Contractor's review of the request. Failure to
provide the Quarterly Report or other Contractor Standard Reports reasonably requested by the
Part icipating State /Entity may result in the Contractor being found in default and may result in
termination of this Addendum.
Sales will be reviewed on a quarterly basis. Should no sales be recorded in two consecutive
contract quarters, the Participating State /Entity may terminate this Addendum.
Standard Report Format and Data Elements: Contractor shall report detailed sales data under this
Participating Addendum in the format as required under the Master Agreement. Data elements
on such report include:
• State;
• Entity /customer type, e.g., local government, higher education, K12, non - profit;
• Purchasing Entity name;
• Purchasing Entity bill -to and ship -to locations;
• Purchasing Entity and Contractor Purchase Order identifier/number(s);
• Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry
practices);
• Purchase Order date;
• Ship Date; and
• Line item description, including product number if used. The report shall be submitted.
Packet Pg. 1545
❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -148
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500- WSCA -I5 -ACS
Page 8 of 11
Reports shall be delivered to the Participating State /Entity electronically through email; CD -Rom,
jump drive or other electronic matter as determined by the Participating State /Entity.
Business Review Meetings: The Participating State /Entity reserves the right to schedule business
review meetings as frequently as necessary. The Participating State/Entity will provide the format
for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed
agenda to the Participating State /Entity for review and acceptance. The Contractor shall address
the agenda items and any of the Participating State /Entity's additional concerns at the meeting.
Failure to comply with this section may result in the Contractor being found in default and
Addendum termination.
Commitment to diversity in Government Contracting: The State of Florida is committed to
supporting its diverse business industry and population through ensuring participation by minority -,
women -, wartime -, and service - disabled veteran business enterprises in the economic life of the
State. The State of Florida Mentor Protege Program connects minority-, women -, wartime -, and
service- disabled veteran business enterprises with private corporations for business development
mentoring. We strongly encourage firms doing business with the State of Florida to consider this
initiative. For more information on the Mentor Protege Program, please contact the Office of
Supplier Diversity at (850) 487 -0915 or osdhel dms.myflofida.com
Upon request, the Contractor shall report to the Office of Supplier Diversity spend with certified
and other minority business enterprises. These reports will include the period covered, the name,
minority code and Federal Employer Identification Number of each minority vendor utilized during
the period. Commodities and services provided by the minority business enterprise, and the
amount paid to each minority vendor on behalf of each purchasing agency ordering under the
terms of this Addendum.
L. Resellers/Partners: The Contractor may use resellers/agents in order to provide computer
equipment and services. All resellers /partners shall be the direct responsibility of the Contractor.
The Contractor is responsible for all liability, terms and conditions within Master Agreement and
this Addendum. The Contractor shall make all determinations about which entities in the State of
Florida that the Contractor authorized reseller /agent may support. The Contractors
rese I le rs/agents' part icipation will be in accordance with the terms and conditions set forth in the
Packet Pg. 1546
❑.11.e
PARTICIPATING ADDENDUM
to the
NA5PO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
M aster Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -15 -ACS
Page 9 of 11
aforementioned Master Agreement and this Addendum. If a reseller /agent is authorized to conducl
business on behalf of the Contractor and the reseller/agent is to receive compensation from the
Contractor for its services, then any dispute between the Contractor and the reseller /agent shall be
resolved between the Contractor and the reseller /agent. The State of Florida is not a party to any
agreement entered into between the Contractor and its reseIlers /agents. The Contractor shall be
responsible to report all contract sales (and pay any associated MFMP transaction fees), including
those of any such resellers /partners and shall ensure that all such resellers /partners meet the
following requirements:
• Have an ACTIVE Registration with the Florida Department of State, Division of Corporations
( www.sunbiz.oLg )
• Registered in the MFMP Vendor Information Portal
( htti2s: // vendor .myfloridamarketplace.com,
• Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists
htip: / /www.dms.myflorida.com /business operations/State_ purchasing /vendor informatio
n /convicted suspended discriminatory complaints vendor lists
• Have a copy of e-Verify Status on file
■ Have a current W-9 filed with the Florida Department of Financial Services
( https : / /flvendor.mvfloridacfo.com
Contractor authorized Resellers shall provide quotes, accept purchase orders, and accept payment
from entities ordering under this Participating Addendum.
Contractor authorized Agents are authorized to provide quotes, sales assistance, configuration
guidance and ordering support for hardware, software and services available this Participating
Addendum. Contractor authorized Agents ARE NOT authorized to accept orders, purchase orders or
payment from entities ordering under this Participating Addendum.
M. Primary Contacts: The primary government contact individuals for this Addendum are as follows (or
their named successors):
Packet Pg. 1547
❑.11.e
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
M aste r Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500- WSCA -I5 -ACS
Page 10 of 11
Contractor
Name
Katherine Dunay
Address
Dell Marketing, L.P.
One Dell Way, Mailstop RR1- 33Round Rock, TX 78682
Telephone
512- 728 -4805
E -mail
Katherine Dunay@dell.com
Participating Entity
Name
Jerilyn Bailey
Address
Florida Department of Management Services
4050 Esplanade Way, Suite 360, Tallahassee, FL 32399 -0950
Telephone
850- 921 -4072
E -mail
jerilyn .bailey @dms.myflorida.com
N. Warrant of Authority: Each person signing this Addendum warrants that he or she is duly
authorized to do so and to bind the respective party.
6. Lease Agreements. Leasing is allowed under this Master Agreement pursuant to Paragraph 39 of the
PUR1000, and the separately negotiated Dell Financial Services L. L.C. Master Lease Agreement for
those entities utilizing this Participating Addendum who are authorized to enter into lease agreements
under applicable law. Any assignment by an eligible user of its purchase order to a third -party
financing company (other than Dell Financial Services, LLC) must be approved in advance in writing by
Contractor, and in no case shall any such approval excuse eIigibie user from its obligations hereunder.
7. Terms. The Participating State is agreeing to the terms of the Master Agreement only to the extent the
terms are not in conflict with applicable law.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by Contractor
below.
Packet Pg. 1548
❑.11.e
PARTICIPATING ADDENDUM
to the -
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC -108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No. 43211500 - WSCA -15 -ACS
Page 11 of 11
Participating State:
Contractor:
Florida
Dell Marketing LP
B y:
By:
Name:
,!
Name:
Lauren D. Newberry
Title:
Title:
Contracts Consultant
Date:
Date: 8/14/2015
W
Floxiila Chie procur nt Officer:
V
Name:
Rox Ingram l �
Title:
Director of State Purchasing and
Chief Procu eme o f Officer
Date: We 'J 1 116
Please email fully executed PDF copy of this document to PA @naspovalueooint.ore to support
documentation of participation and posting in appropriate data bases.
Packet Pg. 1549
❑.11.e
Exhibit 2
43211500- W5CA -15 -ACS, Computer Equipment
State of Florida
PUR 1000
General Contract Conditions
Contents
1. Definitions.
2. Purchase Orders.
3. Product Version. -
4. Price Changes Applicable only to Term Contracts.
5. Additional Quantities.
6. Packaging.
7. Inspection at Contractor's Site.
8. Safety Standards.
9. Americans with Disabilities Act.
10. Literature.
11. Transportation and Delivery.
12. Installation.
13. Risk of Loss.
14. Transaction Fee.
15. Invoicing and Payment.
16. Taxes.
17. Governmental Restrictions.
18. Lobbying and Integrity.
19, Indemnification.
20. Limitation of Liability.
21. Suspension of Work.
22. Termination for Convenience.
23. Termination for Cause.
24. Force Majeure, Notice of Delay, and No Damages for Delay.
25. Changes.
26. Renewal.
27. Purchase Order Duration.
28. Advertising.
29. Assignment.
30. Antitrust Assignment
31. Dispute Resolution.
32. Employees, Subcontractors, and Agents.
33. Security and Confidentiality.
34. Contractor Employees, Subcontractors, and Other Agents.
35. Insurance Requirements.
36. Warranty of Authority.
37. Warranty of Ability to Perform.
38. Notices.
39. Leases and Installment Purchases.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
41. Products Available from the Blind or Other Handicapped.
42. Modification of Terms.
43. Cooperative Purchasing.
PUR 1000 (10/6)
60A -1 -002, F.A.C.
1
Packet Pg. 1550
❑.11.e
Exhibit 2
43211500- WSCA -I5 -ACS, Computer Equipment
44. Waiver.
45. Annual Appropriations.
46. Execution in Counterparts.
47. Severability.
1. Definitions. The definitions contained in s. 60A- 1.001, F.A.C. shall apply to this agreement. The following additional
terms are also defined:
(a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the
Contract will be the Customer and Contractor.
(b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or
contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or
other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as
defined in the PUR 1001 if it meets the definition of both terms.
(c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or
software.
(d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a
format written purchase order, electronic purchase order, procurement card, contract or other authorized means).
2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order,
Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall
bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be
deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the
Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be
resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section
287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a)
through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by
subsections 2$7.057(15) and (16) of the Florida Statutes.
3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or
version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or
version and the contractor is willing to provide such model or version.
4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the
following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders.
Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under
the Contract. State Customers shall document their files accordingly.
(b) Best Pricing Offer,
feduGed —to t#e F!ee. This section is not applicable in accordance with Section 5(E) of the Participating
PUR 1000 (10/6)
60A -1 -002, F.A.C.
2
Packet Pg. 1551
❑.11.e
Exhibit 2
43211500 - WSCA -I5 -ACS, Computer Equipment
Addendum.
(c} Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market
conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A
Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending
dates of the promotion, (2) products involved, and (3) promotional prices compared to then- authorized prices.
Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice
of the promotion.
(d) Trade -In. Customers may trade -in equipment when making purchases from the Contract. A trade -in shall be
negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market
value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to
provide documentation to the Department of Financial Services and to the agency property custodian pursuant to
Chapter 273, F.S.
(e) Equitable Adiustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract
terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace,
that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the
Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of
supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor
that continued performance of the Contract would result in a substantial loss.
S. Additional quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer
reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the
threshold for Category Two at the prices submitted in the response to the solicitation.
6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in
appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge
for packing materials, cases, or other types of containers. All containers and packaging shall become and remain
Custorner's property.
7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice,
the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements
and to determine whether they are adequate and suitable for proper and effective Contract performance.
B. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation
by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source
shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where
such approvals of listings have been established for the type of device offered and furnished, for example: the
American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National
Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas -
operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety
and Health Act and state and federal requirements relating to clean air and water pollution.
9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by
visually, hearing, or other physically impaired individuals.
PUR 1000 (10/6)
60A -1 -002, F.A.C.
3
Packet Pg. 1552
❑.11.e
Exhibit 2
43211500- WSCA -I5 -ACS, Computer Equipment
10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for
example, user manuals, price schedules, catalogs, descriptive brochures, etc.
11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside
delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer
places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any
potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and
Contractor suspension.
12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in
the required locations at no additional charge, unless otherwise designated on the Contract or purchase order.
Contractor's authorized product and price list shall clearly and separately identify any additional installation charges.
All materials used in the installation shall be of good quality and shall be free of defects that would diminish the
appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any
equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall
protect the site from damage and shall repair damages or injury caused during installation by Contractor or its
employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor
shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to
cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon
completion of the installation, the location and surrounding area of work shall be left clean and in a neat and
unobstructed condition, with everything in satisfactory repair and order.
13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F. S. Lentil acceptance, risk of loss or
damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all
damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible
damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and
provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer
rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon
rejection notification, the risk of loss of rejected or non - conforming product shall remain with the Contractor. Rejected
product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the
Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs
and expenses incurred in storing or effecting removal or disposition of rejected product.
14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System
( "System "). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee
of one percent (1.0%), which the Contractor shall pay to the State, unless exempt pursuant to 60A- 1.032, F.A.C.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be
automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall
pay the Transaction Fee pursuant to Rule 60A- 1.031 (2), F.A.C. By submission of these reports and corresponding
payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or
its designee.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any items) if such
item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the
foregoing, a Transaction Fee is non - refundable when an item is rejected or returned, or declined, due to the
Contractor's failure to perform or comply with specifications or requirements of the agreement.
PUR 1000 (10/6)
60A -1 -002, F.A.C.
4
Packet Pg. 1553
❑.11.e
Exhibit 2
43211500- WSCA -I5 -ACS, Computer Equipment
Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and
recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT
IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT
SERVICES' VENDOR LIST AS PROVIDED IN RULE 60A- 1.006, F.A.C.
15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the
appropriate vendor identification number. The State may require any other information from the Contractor that the
State deems necessary to verify any purchase order placed under the Contract.
At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department
of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper -based
invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer
through the Ariba Supplier Network (ASN) in one of the following mechanisms — ED[ 810, cXML, or web -based invoice
entry within the ASN.
Payment shall be made in accordance with sections 215.422 and 287.4585 of the Florida Statutes, which govern time
limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a
delay in payment. Contractors may call (850) 413 -7269 Monday through Friday to inquire about the status of payments
by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or
delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to
the Department or to other Customers.
16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The
State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees'
wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions
section of the solicitation or in the Contract or purchase order.
17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that
require alteration of the material, quality, workmanship or performance of the products offered under the Contract,
the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer
reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further
expense to the Customer.
18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS. The
Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer,
confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's
decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer,
give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or
employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form
of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services,
employment, or contracts of any kind . Upon request of the Customer's Inspector General, or other authorized State
official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's
integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or
financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall
retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by
the General Records Schedules maintained by the Florida Department of State (available at:
http: / /dlis. dos. state. fl. us / barm leenschedules /gensched.htm The Contractor agrees to reimburse the State for the
reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations
PUR 1000 (10/6)
60A -1 -002, F.A.C.
5
Packet Pg. 1554
❑.11.e
Exhibit 2
43211500- WSCA- I5 -AC5, Computer Equipment
of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State
which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.
The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension
or debarment.
19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers,
agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys'
fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused
in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the
Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or
omission of the State or a Customer.
Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits,
actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to
violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided,
however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products
or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the
purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become
the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using
the product or to modify it to become non- infringing. If the Contractor is not reasonably able to modify or otherwise
secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the
Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any
royalties.
The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon
the State or Customer giving the Contractor t 1) written notice of any action or threatened action, (2) the opportunity
to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the
action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred
or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be
unreasonably withheld.
241. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of
the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages
shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the
charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under
the Indemnity paragraph contain in this agreement.
Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another
for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase
order requires the Contractor to back -up data or records), even if the party has been advised that such damages are
possible . No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and
Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor,
retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties,
costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor
or its affi €iates to the State against any payments due the Contractor under any contract with the State.
PUR 1000 (10/6)
60A -1 -002, F.A.C.
C.
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21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or
purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the
Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but
are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a
suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety
days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing
resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension
of works h a I I not entitle the Contractor to any additional compensation.
22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in
whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The
Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete
the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges
or lost profits.
23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product
within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering
performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing
requirement. Rule 60A- 1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall
continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not
be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control,
and without the fault or negligence, of the Contractor. if the failure to perform is caused by the default of a
subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and
the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs
for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the
Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in
default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this
clause are in addition to any other rights and remedies provided by law or under the Contract.
24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay
resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods,
or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or
suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is
excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of
the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable,
within five (5) days after the date the Contractor first had reason to believe that a delay could result . THE FOREGOING
SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in
strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an
extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the
Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs,
expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay,
disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or
in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall
perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly
impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated
PU R 1000 (10/6)
60A -1 -402, F.A.C.
r►
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43211500- W5CA -15 -ACS, Computer Equipment
performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to
Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to
and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of
the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in
part.
25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from
the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer
may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of
performance. Such equitable adjustments require the written consent of the Contractor, which shall not be
unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them.
26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part,
for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall
specify the renewal price, asset forth in the solicitation response. The renewal must be in writing and signed by both
parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds.
27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by
the Contractor no later than close of business on the last day of the contract's term to be considered timely. The
Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders
received by the contractor after close of business on the last day of the state term or agency contract's term shall be
considered void.
Purchase orders for a one -time delivery of commodities or performance of contractual services shall be valid through
the performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the
single delivery/performance, and shall survive the termination of the Contract.
Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule
even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a
state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur
both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order.
However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt
of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state
term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10)
calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be
considered withdrawn.
The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed
the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan
offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and
renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals.
Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms
and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided
herein, and shall survive the termination of the Contract.
Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying
contract expires prior to the effective date of the renewal.
PUR 1000 (10/6)
60A -1-002, F.A.C.
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28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information
concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning
the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or
otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the
Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except
potential or actual authorized distributors, dealers, resellers, or service representative.
29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the
Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the
Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract,
unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior
written notice to Contractor of its intent to do so.
30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice,
overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the
contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or
services purchased in connection with the Contract.
31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's
designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The
decision shall be final and conclusive unless within twenty one (2 1) days from the date of receipt, the Contractor files
with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject
to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative
remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution;
provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120.
Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the
Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the
parties waive any right to jury trial.
32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work
under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications.
Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees,
subcontractors, or agents performing work under the Contract must comply with all security and administrative
requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they
are providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background
check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse
access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training
qualifications, quality of work, change in security status, or non - compliance with a Customer's security or other
requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with
the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees,
subcontractors, or agents.
33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States,
State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any
confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or
employees in the course of performing Contract work, including, but not limited to, security procedures, business
PUR 1000 (1016)
60A -1 -002, F.A.C.
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operations information, or commercial proprietary information in the possession of the State or Customer. The
Contra ctorsha11 not be required to keep confidential information or material that is publicly available through no fault
of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's
confidential information, or material that is otherwise obtainable under State law as a public record. To insure
confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The
warranties of this paragraph shall survive the Contract.
34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions
necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of
Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other
agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an
employer other than the State of Florida.
35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial
insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing
and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request, the Contractor
shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not
be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be
through insurers authorized or eligible to write policies in Florida.
36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to
hind the respective party to the Contract.
37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way
prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that
neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the
Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall
immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of
the Contract.
38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by
reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as
otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the
Contract. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice.
39. teases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F. S.) is
required for State agencies to enter into or to extend any lease or installment- purchase agreement in excess of the
Category Two amount established by section 287.017 of the Florida Statutes.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the
following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which
are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under
Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section
946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity
carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with
such corporation are concerned." Additional information about PRIDE and the products it offers is available at
http://www.pridefl-com.
PUR 1000 (1016)
60A -1 -002, F.A.C.
1
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41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following
statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the
subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the
Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the
same procedures set fort h in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person,
firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the
State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the
designated nonprofit agency and the products it offers is available at http : / /www.respectofflorida.org
42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms
and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be
modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or
representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the
Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may
not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g.,
attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed
to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms
or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of
documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the
proposed modification to terms and conditions.
43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor,
other entities may be permitted to make purchases at the terms and conditions contained herein. Non- Customer
purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to
any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this
agreement are required to follow the provisions of s.287.042(16)(a), F.S. This statute requires the Department of
Management Services to determine that the requestor's use of the contract is cost - effective and in the best interest of
the State.
44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not
constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or
partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an
annual appropriation by the Legislature.
46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
47. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced
only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall
remain in full force and effect.
PUR 1000 (10/5)
6OA -1 -002, F.A.C.
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