Fresno City Council
May 21, 2026

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proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;

Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights

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and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports

Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

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Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative

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purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification

General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty.

“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.

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In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability

The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:

provided by the Contractor or the Contractor’s subsidiaries or affiliates;

specified by the Contractor to work with the Product; or

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reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or

It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”).

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Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item

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descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or

A material breach of this Master Agreement; or

Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or

Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or

Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

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If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and

Terminate this Master Agreement and any related contracts or portions thereof; and

Impose liquidated damages as provided in this Master Agreement; and

Suspend Contractor from being able to respond to future bid solicitations; and

Suspend Contractor’s performance; and

Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]

No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense

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or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

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Exhibit B: Minnesota Terms and Conditions

Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).

a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS.

b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.

c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

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Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS

(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

(c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

(e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by

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the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

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;

That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;

That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and

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.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to

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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm

Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

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Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:

the Contractor is unable or potentially unable to render impartial assistance or advice to the State;

the Contractor’s objectivity in performing the work is or might be otherwise impaired; or

the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion

Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

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.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

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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.

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.

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.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

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.

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.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota

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Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

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Exhibit C: Requirements

Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State

Mandatory Specifications:

• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:

• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable

Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

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Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:

• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.

2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are

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not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

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Exhibit D: Pricing Schedule

Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

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NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET

Master Agreement:

Contractor Name:
23004
Dell Marketing, LP

Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage

Band Category Code

1 1B
1 1T
2 2B
2 2T
3 3B
3 3T
S-1
S-2
S-3

Category Description

Band 1 - Minimum Discount
Band 1 - Third Party Product Minimum Discount
Band 2 - Minimum Discount
Band 2 - Third Party Product Minimum Discount
Band 3 - Minimum Discount
Band 3 - Third Party Product Minimum Discount
Standalone Services
Warranty Services
Training and Other Professional Services
Discount off
Baseline List

18.0%

5.5%

18.0%

5.5%

18.0%

5.5%

4.0%

4.0%

4.0%
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Master Agreement:

Contractor Name:

Baseline Price List:
23004
Dell Marketing, LP
Posted on Contractor's dedicated NASPO ValuePoint website

Band 1: Personal Computer Equipment (Windows OS)

Band Category Code

1 1B
1 1B-1
1 1B-2
1 1B-3
1 1B-4
1 1B-5
1 1B-6
1 1B-7
1 1B-8
1 1B-9
1 1T
1 1T-1

Category Description

Band 1 - Minimum Discount
Desktops - Alienware, Inspiron, Vostro, XPS
Notebooks - Alienware, Inspiron, Vostro, XPS
Projectors/Monitors/Other Electronics
Displays
Imaging
Dell Branded - Printer accessories, parts, and toner
Spare Parts related to Band 1
Customer Kits
Ready to Ship configurations
Band 1 - Third Party Product Minimum Discount
Selected Third Party - Software and Peripherals
Discount off
Baseline List

18.0%

0.5%

2.5%

2.5%

2.5%

2.5%

1.5%

0.5%

15.0%

4.0%

5.5%

0.5%

Band 2: Personal Computer Equipment (Non-Windows OS)

Band Category Code

2 2B
2 2B-1
2 2B-2
2 2B-3
2 2B-4
2 2B-5
2 2B-6
2 2B-7
2 2B-8
2 2B-9
2 2T
2 2T-1

Category Description

Band 2 - Minimum Discount
Commercial Chromebooks
Consumer Chromebooks
Projectors/Monitors/Other Electronics
Displays
Imaging
Dell Branded - Printer accessories, parts, and toner
Spare Parts related to Band 2
Customer Kits
Ready to Ship configurations
Band 2 - Third Party Product Minimum Discount
Selected Third Party - Software and Peripherals (Non-discountable) Discount off
Baseline List

18.0%

15.0%

15.0%

2.5%

2.5%

2.5%

1.5%

0.5%

15.0%

4.0%

5.5%

0.5%

Band 3: Servers and Storage

Band Category Code

3 3B
3 3B-1
3 3B-2
3 3T
3 3T-1

Category Description

Band 3 - Minimum Discount
Spare Parts related to Band 3
Customer Kits
Band 3 - Third Party Product Minimum Discount
Selected Third Party - Software and Peripherals
Discount off
Baseline List

18.0%

0.5%

15.0%

5.5%

0.5%
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts

Master Agreement:

Contractor Name:

23004
Dell Marketing, LP

Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Min $ Single Transaction

$100,000.00
$200,000.00
$400,000.00
$600,000.00

Max $ Single Transaction

$199,999.99
$399,999.99
$599,999.99
$999,999.99

Per Transaction Multiple Unit
Discount

1.0%

2.0%

4.0%

6.0%
$1,000,000.00 No Maximum 8.0%
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers

2. Cumulative Discount(s)
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

Threshold
Up to 2B
$2B to $4B
$4B to $6B
$6B to $8B
Discount Level

0.0%

1.0%

2.0%

3.0%
$8B to $10B 4.0% Greater than $10B 5.0% Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers

3. Other Discount(s)

none

Band 3

1. Per Transaction Multiple Unit Discount(s)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Min $ Single Transaction

$250,000.00
$500,000.00
$1,000,000.00
$1,500,000.00

Max $ Single Transaction

$499,999.99
$999,999.99
$1,499,999.99
$1,999,999.99

Per Transaction Multiple Unit
Discount

1.0%

2.0%

4.0%

6.0%
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 $2,000,000.00 No Maximum 8.0%
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

Column1
Up to 2B
$2B to $4B
$4B to $6B
$6B to $8B
$8B to $10B
Discount Level

0.0%

1.0%

2.0%

3.0%

4.0%
Greater than $10B 5.0%
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

3. Other Discount(s)
Additional discount(s) available.

none
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Services

Master Agreement:

Contractor Name:
23004
Dell Marketing, LP

Each Purchasing Entity will determine if and how services will be offered in the Participating

Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code
S-1
S-2
S-3

Description of Service
Standalone Services
Warranty Services
Training and Other Professional Services

Percent Discount

4.0%

4.0%

4.0%
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Lease Rates

Master Agreement:

Contractor Name:
23004
Dell Marketing, LP

All Awarded Bands
Optional: Lease Rates

Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Prompt Payment Discount

Master Agreement:

Contractor Name:
23004
Dell Marketing, LP

All Awarded Bands

in 30
in 15, Net 30
in 10, Net 30
X Net 30
Other (specify):

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Exhibit E: Contractor Terms and Conditions

Attached by reference as Exhibit E are the following Contractor document(s):

• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.

• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial- and-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.

• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
Computer Equipment, Periphera ls & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketi ng L.P. (Cont ractor)

This Participating Addendum Number 7-23-70-55-01 is entere d into between the State of California, Department of Genera l Services (hereafter referred to a s “State” or “DGS”) and Dell Market ing L.P. (herea fter referred to as “Contractor”) under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23026.

1. SCOPE

A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).

B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowere d to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.

C. Each local government is to make its own determination whether this Participating Addendum and the Minnesota NASPO ValuePoint Master Agree ment are consistent with its procurement policies and regulations.

2. TERM

A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end Jun e 30, 2025, or upon termination by the State, whichever occurs first.

B. Lead state amendments to extend the NASPO ValuePoint Mas ter Agreement term date are not automatically incorporated into this Participating Addendum.

Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement betwee n the State and the Contractor.

C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be up to 120 days after the Participating Addendum expiration date.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS

A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or serv ices made under this Participating Addendum.

1) General Provisions – Information Technology (GSPD-401IT) effective 6/21/2022

B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division- Resources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

4. ORDER OF PRECEDENCE

A. In the event of any inconsistency betwee n the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:

1) California Participating Addendum Number 7-23-70-55-01 2) Minnesota NASPO ValuePoint Master Agreement Number 23026

5. AVAILABLE PRODUCTS AND SERVICES

A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23026 are allowed under this Participating Addendum:

1) Band 1, Personal Computing Devices – Windows Operating Systems:

Deskt ops, Laptops, Tablets
2) Band 2, Personal Computing Devices – Non-Windows Operating Systems:

Deskt ops, Laptops, Tablets
3) Band 3, Servers and Storage

6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES

A. Configuration limits: The dollar limits identified below are bas ed on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM
Band 1
Band 2
Band 3
Peripherals
Services

CONFIGURATION
$15,000
$15,000
$1,000,000
$10,000
Addressed in the customer specific Purchase Orders

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

B. Services must be related to the procurement of equipment.

C. The following restr ictions apply to sta te agency purchases under this Participating Addendum:

1) Product and service categories that are available on mandatory California statew ide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory stat ewide contract exemption from DGS prior to issuing a purchase order.

2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).

3) Services that fall within the definition of “public works” as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments.

4) Leas ing/rental is not allowed.

5) Professional serv ices are not allowed.

6) Cloud serv ices are not allowed.

7. PRICING

A. Contractor’s pricing is outlined in the Minnesota NASPO ValuePoint Master Agree ment Number 23026.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

8. AUTHORIZED RESELLERS

A. Contractor may use State-approved Authorized Resell ers under this Participating Addendum for sales and service functions a s defined herein.

1) Authorized Resell ers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.

2) Authorized Resell ers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.

3) All purchase documents to Authorized Resell ers shall reference the Participating Addendum Number and Contractor Name.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

B. Contractor shall be respon sible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, eve n if work is performed by Authorized Resell ers . All State policies, guidelines, and requirements shall apply to Authorized Rese ll ers.

C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.

D. Subject to the approval of the State, Authorized Resell ers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any delete d Authorized Resell ers or changes to current Authorized Resellers’ information at any time.

E. Contractor will be required to submit Authorized Resell er requests, in a format specified by the State, to the State Contract Administrator for approval.

F. State-approved Authorized Resell ers will be posted on the State’s Cal eProcure website.

9. SUBCONTRACTORS

A. Nothing contained in this Participating Addendum or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibili ties and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of pers ons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State 's obligation to make payments to the Contractor.

B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted.

C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum.

D. Any subcontract in ex cess of $25,000, entered into as a result of this Participating Addendum, shall contain all the provisions stipulated in this Participating Addendum to be applicable to subcontractors.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

10.ORDERING AGENCY RESPONSIBILITIES

A. State agency and local government use of this Participating Addendum is optional.

B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to exe cute orders against this Participating Addendum. User Instructions are posted on the State’s Cal eProcure website.

C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-01.

11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)

A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery’s State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.

B. Contractor will be required to complete and return a Postconsumer Recycled- Content Certification form
(https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the sta te agency.

12. DELIVERY

A. Delivery shall occur within 30 days after receipt of order, or as negotiated betwee n ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.

B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency’s receiving point.

13. INVOICING AND PAYMENT

A. Payment will be made in accordance with IT Genera l Provisions Paragraph 30 (Required Payment Date).

B. Invoices shall be sent to the add ress identified in the ordering agency’s purchase order. The Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum.

C. Contractor does not accept the State of California credit card (CAL-Card) for payment of invoices.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

14.USAGE REPORTING

A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.

B. The State Contract Administrator res erv es the right to modify Attachment A and require Contractor to provide additional order information during the course of this Participating Addendum.

C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Coop eratives mailbox ([email protected]).

D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be respon sible for submitting corrected reports within five (5) business days of the date of written notification from the State.

E. Tax must not be included in the report, even if it is on the purchase order.

F. Reports are due for each quarter as follows:

Repo rting Period
January 1 to March 31
April 1 to June 30
July 1 to September 30
October 1 to December 31
Due Date
April 30
July 31
October 31
January 31

G. Failure to meet reporting requirements and submit the reports on a timely bas is shall constitute grounds for suspension of this Participating Addendum.

H. Time extensions may be approved only if all due reports have been submitted to the State.

15.ADMINISTRATIVE FEE

A. Contractor is required to remit to DGS an administrative fee amount equal to

1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.)

B. The administrat ive fee shall not be included as an adjustment to Contractor’s NASPO ValuePoint Master Agreement pricing.

C. The administra tive fee shall not be invoiced or charged to the ordering agency.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

D. Payment of the administra tive fee is due irrespective of payment status from ordering agencies.

E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website (https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services.

F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:

Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605

G. Administrative fee payments are due for each quarter as follows:

Repo rting Period
January 1 to March 31
April 1 to June 30
July 1 to September 30
October 1 to December 31
Due Date
April 30
July 31
October 31
January 31

H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum.

16.CONTRACT MANAGEMENT

A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:

Cont racto r
Name:

Phone:

Fax:

Email
Address:

Cont ract Man ager
Ashley Salinas
(512) 542-1237
n/a
[email protected]
Dell Market ing L.P.

Attn: Ashley Salinas
One Dell Way
Round Rock, TX 78682

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

B. The State Contract Administrator for this Participating Addendum shall be as follows:

State
Name:

Phone:

Email
Address:

Cont ract Administrator
Katelynne Leisenring
(279) 946-8129
[email protected]
Stat e of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605

C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change.

17.TERMINATION OF AGREEMENT

The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will ass ist the other party in orderly termination of the Participating Addendum and the transfer of all asset s, tangible, and intangible, as may facili tate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.

18.AMENDMENT

No amendment or variation of the ter ms of this Participating Addendum shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.

19.NEWS RELEASES

Unless otherwise ex empted, news re leases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

20.EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under sta te law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written res ponse. Termination shall be at the sole discretion of the State.

21.AGREEMENT

A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement betw een the parties with res pect to the subject matter of all previous communications, representations, or agreements, whether oral or written, with res pect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agree ment and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Maste r Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.

B. By signing this Participating Addendum, Contractor agrees to offer the same products/services avail able on the Minnesota NASPO ValuePoint Master Agree ment Number 23026, at prices equal to or lower than the prices on that agree ment.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Partici pating Add endu m 7-23-70-55-01

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both part ies below.

STATE OF CALIFORNIA

Department of General Services
Agency Name

CONTRACTOR

Dell Marketing L.P.

Authorized Signature Date Signed Authorized Signature Date Signed

Printed Name/Title of Person Signing

707 Third Street
Wes t Sacramento, CA 95605
Address
Printed Name/Title of Person Signing

One Dell Way
Round Rock, TX 78682
Address

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Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

EXHIBIT C

City’s Insurance and Indemnity
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Exhibit C

Insurance and Indemnity

INDEMNIFICATION

To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract.

VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.

If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Contract.

INSURANCE REQUIREMENTS

(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.

(b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.

(c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.

Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Technology Liability (Errors and Omissions) insurance appropriate to VENDOR’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

5. Cyber Liability (Privacy and Data breach) insurance appropriate to VENDOR’S profession.

MINIMUM LIMITS OF INSURANCE

VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY

(i) $1,000,000 per occurrence for bodily injury and property damage;

(ii) $1,000,000 per occurrence for personal and advertising injury;

(iii) $2,000,000 aggregate for products and completed operations; and,

(iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY

$1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:

(i) $1,000,000 each accident for bodily injury;

(ii) $1,000,000 disease each employee; and,

(iii) $1,000,000 disease policy limit.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

4. TECHNOLOGY PROFESSIONAL LIABILITY :

(i) $1,000,000 per claim/occurrence; and,

(ii) $2,000,000 policy aggregate.

5. CYBER LIABILITY insurance with limits of not less than:

(i) $1,000,000 per claim/occurrence; and,

(ii) $2,000,000 policy aggregate

UMBRELLA OR EXCESS INSURANCE

In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.

DEDUCTIBLES AND SELF-INSURED RETENTIONS

VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS

(i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

(ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form.

(iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.

(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers.

(v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.

(vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers.

The Cyber and Technology Professional Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security.

Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims

If the Technology Professional and Cyber Liability insurance policies) are written on a claims-made form:

1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.

3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.

4. A copy of the claims reporting requirements must be submitted to CITY for review.

5. These requirements shall survive expiration or termination of the Agreement.

Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.

PROVIDING OF DOCUMENTS

VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein.

SUBCONTRACTORS

If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

EXHIBIT D

VENDOR QUOTE
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Q-005781 Version 1
Tuesday, September 2

WMD +
RASWAS
Storage Refresh

City of Fresno

by Sarah Reynolds for
Senior Account Manager and Team Lead
The [RE]DESIGN Group
[email protected]
Luke Draper
City of Fresno
[email protected]
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 NASPO Contract Code

Description Qty

Master Contract Code: California NASPO Participating Addendum No. 7-23-70-55-01 under the Master Agreement No. 23026 NASPO ValuePoint Cooperative Purchasing Program
Contract Number: No. 23026 NASPO ValuePoint Cooperative Purchasing Program Contractor Name: Dell Marketing L.P.
[re]DESIGN Unique Contract Number: C000001148050
Contact Website: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/dell- marketing-lp/

(1) Dell UnityXT 380H Storage Array [WMD]

Description

BUILD

(1) Dell UnityXT 380H Storage Array [WMD] with 60 Months ProSupport 4 Hour
Price Qty

$116,421.00 1
Ext. Price

$116,421.00

210-ASKK

400-BGCO

528-CNRZ

528-CNSB

528-CNSC

528-CNSD

528-CNSF

528-CNSG

528-CNSH

528-CNSI

528-CNSJ

528-CNSK

528-CNSL

528-CNSM

528-CNSN

528-CNSO

528-CNSP

528-CNSQ

528-CNSS
Unity XT 380 DPE 25 x 2.5 Dell FLD RCK 1

Unity SYSPACK 4X600GB 10K SAS 25X2.5 1

File Level Retention=IC 1

Unity ISCSI=IC 1

Unity NFS=IC 1

File System Events Publishing=IC 1

Unity VASA/vVols=IC 1

Unity FAST Cache=IC 1

Unity Replication=IC 1

Unity Quality of service=IC 1

Unity ESA Adapter=IC 1

Inline Compression=IC 1

Unity EMC Proactive Assist=IC 1

Cloud Tiering 1

Unity Local Copies 1

Unity Fibre Channel=IC 1

Unity FAST VP=IC 1

Unity Antivirus=IC 1

Operating System V4.0=IC 1

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (1) Dell UnityXT 380H Storage Array [WMD]

Description

528-CNST Unity CIFS=IC
Price Qty Ext. Price

1 528-CNSU

528-CNSV

528-CNSW

406-BBNC

343-BBMP

379-BDOI

379-BDPD

876-5068

890-5196

890-5197

890-5272

955-9041

989-3439

825-8624

826-9748

400-BFXP

400-BFXS

400-BFXU

565-BBIE

470-ADQW

891-3380

891-3388

210-ASLH

800-BBQV

379-BDPD
Unity Thin provisioning=IC 1

Unity Unisphere=IC 1

IP Multi-Tenancy=IC 1

Unity CNA 4x10GbE OPT SFPs 1

Unity 380 DPE Install Kit 1

Pair of C13/C14 cables (Highline Power) or C19/C20 cables (480/680 1 Lowline Power) included with DPE

ISG Product (info) 1

Dell Hardware Limited Warranty 1

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1

ProSupport 4-Hour 7x24 Onsite Service 3 Years 1

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 1

Dell Hardware Limited Warranty Plus On Site Service Extended Year 1

Thank you choosing Dell ProSupport. For tech support, visit 1 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T2 1

ProSupport, Software Support Maintenance 5 Years 1

Unity 400GB FAST CACHE 25X2.5 SSD 3

Unity 600GB 10K SAS 25X2.5 DRIVE 10

D4 800GB SAS FLASH 25X2.5 SSD 6

UNITY 2X4 PORT IO 25GBE OPT 1

Unity 2x3M OM4 Fiber CBL 4

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 14

ProSupport 4-Hour 7x24 Onsite Low Capacity SSD Add On 5 Years 9

Unity XT 3U 15x3.5 DAE FLD RCK 2

Informational Purposes Only 2

ISG Product (info) 2

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (1) Dell UnityXT 380H Storage Array [WMD]

Description

876-4863 Dell Hardware Limited Warranty
Price Qty Ext. Price

2 890-5186

890-5187

890-5262

955-9041

989-3439

825-8623

400-BFVT

470-AEBH

891-3380
ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 2

ProSupport 4-Hour 7x24 Onsite Service 3 Years 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Hardware Limited Warranty Plus On Site Service Extended Year 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T1 or Distributors 2

D4 12TB NLSAS 15X3.5 DRIVE 22

Unity 2x2M DAE SAS CBL 2

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 22

Subtotal: $116,421.00

(2) Dell PowerEdge R660xs Servers [RAS/WAS]

Description

BUILD

(2) Dell PowerEdge R660xs Servers [RAS/WAS] with 60 Months ProSupport 4 Hour
Price Qty

$45,276.00 1
Ext. Price

$45,276.00

210-BFUZ

461-AAIG

470-AFQI

338-CPBV

338-CPBV

379-BDCO

412-ABEQ

370-AAIP

370-BBRX

780-BCDN

405-AAZB
PowerEdge R660xs 2

Trusted Platform Module 2.0 V5 2

2.5" Chassis with up to 8 Hard Drives (SAS/SATA), 2 CPU 2

Intel Xeon Gold 6526Y 2.8G, 16C/32T, 20GT/s, 37.5M Cache, Turbo, 2 HT (195W) DDR5-5200

Intel Xeon Gold 6526Y 2.8G, 16C/32T, 20GT/s, 37.5M Cache, Turbo, 2 HT (195W) DDR5-5200

Additional Processor Selected 2

Heatsink for 2 CPU configuration (CPU more than 150W) 2

Performance Optimized 2

5600MT/s RDIMMs 2

RAID 1 2

PERC H755 SAS Front 2
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (2) Dell PowerEdge R660xs Servers [RAS/WAS]

Description

750-ACFR Front PERC Mechanical Parts, front load
Price Qty Ext. Price

2 384-BBBL

800-BBDM

387-BBEY

384-BDJC

450-AKLF

330-BCBZ

338-CNWJ

379-BFXT

634-CYDF

528-COYT

528-CTID

528-CTZH

540-BCRX

325-BEUF

325-BEUG

350-BCEM

379-BCSF

379-BCQX

379-BCQY

634-BJCK

605-BBFN

770-BBHJ

340-DCZI

340-DFKP
Performance BIOS Settings 2

UEFI BIOS Boot Mode with GPT Partition 2

No Energy Star 2

Standard Fan X7 2

Dual, Redundant(1+1), Hot-Plug Power Supply,1100W MM(100- 2 240Vac) Titanium

Riser Config 2, Low Profile, 1x16 LP Slots (Gen4) + 1x16 LP Slot 2 (Gen5), 2CPU

PowerEdge R660xs Motherboard with Broadcom 5720 Dual Port 2 1Gb On-Board LOM, MX, MLK

Dell Connectivity Client - Disabled 2

Dell Connectivity Module 2

Secured Component Verification 2

iDRAC9, Datacenter 16G 2

OpenManage Enterprise Advanced Plus 2

Broadcom 57504 Quad Port 10/25GbE, SFP28, OCP 3.0 NIC 2

Dell Luggage Tag, 0/6/8/10 2

PowerEdge 1U LCD Bezel 2

No Quick Sync 2

iDRAC,Factory Generated Password 2

iDRAC Service Module (ISM), NOT Installed 2

iDRAC Group Manager, Disabled 2

VMware ESXi NFI (License Not Included) 2

No Media Required 2

No Rack Rails or Cable Management Arm 2

PowerEdge R660xs Shipping 2

PowerEdge R660xs, 8x2.5, Short Drive Shipping Material 2

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (2) Dell PowerEdge R660xs Servers [RAS/WAS]

Description

389-FBMC

PowerEdge R660xs HS5610 Label, CCC Marking, No CE Marking, for below 1300W PSU
Price Qty Ext. Price

2 892-9164

898-5129

898-5184

898-5374

975-3462

989-3439

825-8624

370-BBRY

400-AZUT

492-BBDI

540-BDGV

407-BCGJ

770-BCKW

770-BBIE

210-ASKK

400-BGCO

528-CNRZ

528-CNSB

528-CNSC

528-CNSD

528-CNSF

528-CNSG

528-CNSH

528-CNSI
Dell Hardware Limited Warranty Plus On-Site Service 2

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 2

ProSupport 4-Hour 7x24 Onsite Service 3 Years 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Limited Hardware Warranty Plus Service, Extended Year(s) 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T2 2

32GB RDIMM, 5600MT/s, Dual Rank 32

480GB SSD SATA Mixed Use 6Gbps 512e 2.5in Hot-plug AG Drive, 3 4 DWPD

C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North 4 America

Broadcom 57414 Dual Port 10/25GbE SFP28 Adapter, PCIe Low 2 Profile, V2

SFP28 SR Optic, 25GbE, 85C 8

ReadyRails Sliding Rails Without Cable Management Arm, CK 2

1U Cable Management Arm,Customer Kit 2

Unity XT 380 DPE 25 x 2.5 Dell FLD RCK 1

Unity SYSPACK 4X600GB 10K SAS 25X2.5 1

File Level Retention=IC 1

Unity ISCSI=IC 1

Unity NFS=IC 1

File System Events Publishing=IC 1

Unity VASA/vVols=IC 1

Unity FAST Cache=IC 1

Unity Replication=IC 1

Unity Quality of service=IC 1

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (2) Dell PowerEdge R660xs Servers [RAS/WAS]

Description

528-CNSJ Unity ESA Adapter=IC
Price Qty Ext. Price

1 528-CNSK

528-CNSL

528-CNSM

528-CNSN

528-CNSO

528-CNSP

528-CNSQ

528-CNSS

528-CNST

528-CNSU

528-CNSV

528-CNSW

406-BBNC

343-BBMP

379-BDOI

379-BDPD

876-5068

890-5196

890-5197

890-5272

955-9041

989-3439

825-8624

826-9748

400-BFXP
Inline Compression=IC 1

Unity EMC Proactive Assist=IC 1

Cloud Tiering 1

Unity Local Copies 1

Unity Fibre Channel=IC 1

Unity FAST VP=IC 1

Unity Antivirus=IC 1

Operating System V4.0=IC 1

Unity CIFS=IC 1

Unity Thin provisioning=IC 1

Unity Unisphere=IC 1

IP Multi-Tenancy=IC 1

Unity CNA 4x10GbE OPT SFPs 1

Unity 380 DPE Install Kit 1

Pair of C13/C14 cables (Highline Power) or C19/C20 cables (480/680 1 Lowline Power) included with DPE

ISG Product (info) 1

Dell Hardware Limited Warranty 1

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1

ProSupport 4-Hour 7x24 Onsite Service 3 Years 1

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 1

Dell Hardware Limited Warranty Plus On Site Service Extended Year 1

Thank you choosing Dell ProSupport. For tech support, visit 1 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T2 1

ProSupport, Software Support Maintenance 5 Years 1

Unity 400GB FAST CACHE 25X2.5 SSD 3

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (2) Dell PowerEdge R660xs Servers [RAS/WAS]

Description

400-BFXS Unity 600GB 10K SAS 25X2.5 DRIVE
Price Qty Ext. Price

10 400-BFXU

565-BBIE

470-ADQW

891-3380

891-3388

210-ASLH

800-BBQV

379-BDPD

876-4863

890-5186

890-5187

890-5262

955-9041

989-3439

825-8623

400-BFVT

470-AEBH

891-3380
D4 800GB SAS FLASH 25X2.5 SSD 6

UNITY 2X4 PORT IO 25GBE OPT 1

Unity 2x3M OM4 Fiber CBL 4

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 14

ProSupport 4-Hour 7x24 Onsite Low Capacity SSD Add On 5 Years 9

Unity XT 3U 15x3.5 DAE FLD RCK 2

Informational Purposes Only 2

ISG Product (info) 2

Dell Hardware Limited Warranty 2

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 2

ProSupport 4-Hour 7x24 Onsite Service 3 Years 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Hardware Limited Warranty Plus On Site Service Extended Year 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T1 or Distributors 2

D4 12TB NLSAS 15X3.5 DRIVE 22

Unity 2x2M DAE SAS CBL 2

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 22

Subtotal: $45,276.00

(1) Dell UnityXT 380H Storage Array [RAS/WAS]

Description

BUILD

(1) Dell UnityXT 380H Storage Array [RAS/WAS] with 60 Months ProSupport 4 Hour
Price Qty

$116,421.00 1
Ext. Price

$116,421.00

210-ASKK

400-BGCO

528-CNRZ
Unity XT 380 DPE 25 x 2.5 Dell FLD RCK 1

Unity SYSPACK 4X600GB 10K SAS 25X2.5 1

File Level Retention=IC 1
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (1) Dell UnityXT 380H Storage Array [RAS/WAS]

Description

528-CNSB Unity ISCSI=IC
Price Qty Ext. Price

1 528-CNSC

528-CNSD

528-CNSF

528-CNSG

528-CNSH

528-CNSI

528-CNSJ

528-CNSK

528-CNSL

528-CNSM

528-CNSN

528-CNSO

528-CNSP

528-CNSQ

528-CNSS

528-CNST

528-CNSU

528-CNSV

528-CNSW

406-BBNC

343-BBMP

379-BDOI

379-BDPD

876-5068

890-5196

890-5197
Unity NFS=IC 1

File System Events Publishing=IC 1

Unity VASA/vVols=IC 1

Unity FAST Cache=IC 1

Unity Replication=IC 1

Unity Quality of service=IC 1

Unity ESA Adapter=IC 1

Inline Compression=IC 1

Unity EMC Proactive Assist=IC 1

Cloud Tiering 1

Unity Local Copies 1

Unity Fibre Channel=IC 1

Unity FAST VP=IC 1

Unity Antivirus=IC 1

Operating System V4.0=IC 1

Unity CIFS=IC 1

Unity Thin provisioning=IC 1

Unity Unisphere=IC 1

IP Multi-Tenancy=IC 1

Unity CNA 4x10GbE OPT SFPs 1

Unity 380 DPE Install Kit 1

Pair of C13/C14 cables (Highline Power) or C19/C20 cables (480/680 1 Lowline Power) included with DPE

ISG Product (info) 1

Dell Hardware Limited Warranty 1

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1

ProSupport 4-Hour 7x24 Onsite Service 3 Years 1

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 (1) Dell UnityXT 380H Storage Array [RAS/WAS]

Description

890-5272 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years Price Qty Ext. Price

1 955-9041

989-3439

825-8624

826-9748

400-BFXP

400-BFXS

400-BFXU

565-BBIE

470-ADQW

891-3380

891-3388

210-ASLH

800-BBQV

379-BDPD

876-4863

890-5186

890-5187

890-5262

955-9041

989-3439

825-8623

400-BFVT

470-AEBH

891-3380
Dell Hardware Limited Warranty Plus On Site Service Extended Year 1

Thank you choosing Dell ProSupport. For tech support, visit 1 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T2 1

ProSupport, Software Support Maintenance 5 Years 1

Unity 400GB FAST CACHE 25X2.5 SSD 3

Unity 600GB 10K SAS 25X2.5 DRIVE 10

D4 800GB SAS FLASH 25X2.5 SSD 6

UNITY 2X4 PORT IO 25GBE OPT 1

Unity 2x3M OM4 Fiber CBL 4

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 14

ProSupport 4-Hour 7x24 Onsite Low Capacity SSD Add On 5 Years 9

Unity XT 3U 15x3.5 DAE FLD RCK 2

Informational Purposes Only 2

ISG Product (info) 2

Dell Hardware Limited Warranty 2

ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 2

ProSupport 4-Hour 7x24 Onsite Service 3 Years 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Hardware Limited Warranty Plus On Site Service Extended Year 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Certified Deployment Partner T1 or Distributors 2

D4 12TB NLSAS 15X3.5 DRIVE 22

Unity 2x2M DAE SAS CBL 2

ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 22

Subtotal: $116,421.00

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 Implementation

Description

IMPLEM Implementation Services Included
Price Qty

$0.00 1
Ext. Price

$0.00

Subtotal: $0.00

Incentives

Description

TBINC2025 Time-Bound Incentive: Signed Quote by Oct 24th, 2025 Price Qty

($25,000.00) 1
Ext. Price

($25,000.00)

Subtotal: ($25,000.00)

Cost Breakdown

Description Qty

HW $182,705.82
SW $653.66
SUP $74,758.52

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 WMD + RASWAS Storage Refresh

Prepared by:

The [RE]DESIGN Group
Sarah Reynolds
405.831.8395
[email protected]

Prepared for:

City of Fresno
5607 W. Jensen Ave Fresno,
CA 93706
Luke Draper
[email protected]

Quote Information:

Quote #: 005781
Version: 1
Delivery Date: 09/02/2025
Expiration Date: 12/10/2025

Quote Summary

Description

(1) Dell UnityXT 380H Storage Array [WMD]

(2) Dell PowerEdge R660xs Servers [RAS/WAS]

(1) Dell UnityXT 380H Storage Array [RAS/WAS]

Implementation

Incentives

Subtotal:

Estimated Tax:

Total:

Amount

$116,421.00

$45,276.00

$116,421.00

$0.00

($25,000.00)

$258,118.00
$21,498.27
$279,616.27

Acceptance and Incorporation by Reference

Acceptance of this Order Form is binding and the above item(s) will be purchased in reliance thereon. All sales are final. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein.

The hardware purchases under this Order Form shall be governed by the (State) NASPO Participating Addendum under the Master Agreement No. (Contract # C000001148050) ValuePoint Cooperative Purchasing Program (the "Agreement"). The implementation services shall be governed by the Cooperative Purchasing Agreement attached to this document as Exhibit A.

This Order Form is effective as of the date both parties have signed below (the “Effective Date”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order Form not directly defined are referred to in the Agreement. There will be no Deliverables in this Order Form as defined in the Agreement.  If there is a conflict between this Order Form and the Agreement, the Agreement will control.

The parties hereby agree that electronic signatures to this Order Form shall be relied upon and will bind them to the obligations stated herein. Each party hereby warrants and represents that it has the express authority to execute this Agreement(s).

The parties, acting through their authorized officers, hereby execute this Agreement.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 The [RE]DESIGN Group

Signature:

Name:

Title:

Date:

City of Fresno

Signature:

Name:

Title:

Date:

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 The [RE ]DES IGN Group
2629 Manhatta n Ave, S uite 307
He rmosa Bea ch, C A 90254
redes ign-group.c om
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Q-011427 Version 1
Tuesday, September 2

Switch Refresh
Fresno, City of (CA)

by Sarah Reynolds for
Senior Account Manager and Team Lead
The [RE]DESIGN Group
[email protected]
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

St
e
p
h
a
ni
e
Ci
e
h
os
ki
Fr
es
n
o,
Ci
ty
of
(C
A)
[email protected]
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Contract Code

Description Qty

Master Contract Code: California NASPO Participating Addendum No. 7-23-70-55-01 under the Master Agreement No. 23026 NASPO ValuePoint Cooperative Purchasing Program
Contract Number: No. 23026 NASPO ValuePoint Cooperative Purchasing Program Contractor Name: Dell Marketing L.P.

Contact Website: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/dell- marketing-lp/

(4) Dell PowerSwitch S5224 Switches

Description

BUILD

(4) Dell PowersSwitch S5224 switches with with 60 months ProSupport 4 hour
Price Qty

$48,154.00 1
Ext. Price

$48,154.00

210-APHT

343-BBLP

634-BRWJ

818-4983

892-0646

892-0650

892-0863

975-3461

989-3439

997-6306

825-8624

848-8539

407-BDDG

470-ABOU

470-BBCX

450-AASX

450-AASX
Dell EMC S5224F-ON Switch 24x 25GbE SFP28 4x 100GbE QSFP28 2 ports PSU to IO air 2x PSU

Dell EMC S52XX-ON Series User Guide 2

OS10 Enterprise S5224F-ON 2

Dell Hardware Limited Warranty 1 Year 2

ProSupport 4-Hour 7x24 Onsite Service 1 Year 2

ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Limited Hardware Warranty Extended Year(s) 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Info 3rd Party Software Warranty provided by Vendor 2

Certified Deployment Partner T2 2

5 Years ProSupport OS10 Enterprise Software Support-Maintenance 2

Dell Networking Transceiver SFP+ 1/10GBASE-T 30m rate-adaptive 4

Dell Networking Cable 100GbE QSFP28 to QSFP28 Passive Copper 2 Direct Attach Cable 0.5 Meter

Dell Networking Cable SFP28 to SFP28 25GbE Passive Copper 16 Twinax Direct Attach Cable 3 Meter

Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US QTY 2 2

Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US QTY 2 2

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

(4) Dell PowerSwitch S5224 Switches

Description

210-APHT

Dell EMC S5224F-ON Switch 24x 25GbE SFP28 4x 100GbE QSFP28 ports PSU to IO air 2x PSU
Price Qty Ext. Price

2 343-BBLP

634-BRWJ

818-4983

892-0646

892-0650

892-0863

975-3461

989-3439

997-6306

825-8624

848-8539

407-BDDG

470-ABOU

470-BBCX

450-AASX

450-AASX
Dell EMC S52XX-ON Series User Guide 2

OS10 Enterprise S5224F-ON 2

Dell Hardware Limited Warranty 1 Year 2

ProSupport 4-Hour 7x24 Onsite Service 1 Year 2

ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2

ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Years 2

Dell Limited Hardware Warranty Extended Year(s) 2

Thank you choosing Dell ProSupport. For tech support, visit 2 //www.dell.com/support or call 1-800- 945-3355

Info 3rd Party Software Warranty provided by Vendor 2

Certified Deployment Partner T2 2

5 Years ProSupport OS10 Enterprise Software Support-Maintenance 2

Dell Networking Transceiver SFP+ 1/10GBASE-T 30m rate-adaptive 4

Dell Networking Cable 100GbE QSFP28 to QSFP28 Passive Copper 2 Direct Attach Cable 0.5 Meter

Dell Networking Cable SFP28 to SFP28 25GbE Passive Copper 16 Twinax Direct Attach Cable 3 Meter

Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US QTY 2 2

Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US QTY 2 2

Subtotal: $48,154.00

Cost Breakdown

Description Qty

HW $ 27,203.24
SW $ 3,880.23
SUP $ 17,070.52

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Switch Refresh

Prepared by:

The [RE]DESIGN Group
Sarah Reynolds
405.831.8395
[email protected]

Prepared for:

Fresno, City of (CA)
5607 W. Jensen Ave Fresno,
CA 93706
Stephanie Ciehoski
[email protected]

Quote Information:

Quote #: 011427
Version: 1
Delivery Date: 09/02/2025
Expiration Date: 12/25/2025

Quote Summary

Description

(4) Dell PowerSwitch S5224 Switches

Subtotal:

Estimated Tax:

Total:

Amount

$48,154.00

$48,154.00
$3,696.86
$51,850.86

Acceptance and Incorporation by Reference

Acceptance of this Order Form is binding and the above item(s) will be purchased in reliance thereon. All sales are final. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein.

The hardware purchases under this Order Form shall be governed by the (State) NASPO Participating Addendum under the Master Agreement No. (Contract #C000001148050) ValuePoint Cooperative Purchasing Program (the "Agreement"). The implementation services shall be governed by the Cooperative Purchasing Agreement attached to this document as Exhibit A.

This Order Form is effective as of the date both parties have signed below (the “Effective Date”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order Form not directly defined are referred to in the Agreement. There will be no Deliverables in this Order Form as defined in the Agreement.  If there is a conflict between this Order Form and the Agreement, the Agreement will control.

The parties hereby agree that electronic signatures to this Order Form shall be relied upon and will bind them to the obligations stated herein. Each party hereby warrants and represents that it has the express authority to execute this Agreement(s).

The parties, acting through their authorized officers, hereby execute this Agreement.

Is a PO Required?

Yes - PO# _________________ No

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

The [RE]DESIGN Group

Signature:

Name:

Title:

Date:

Fresno, City of (CA)

Signature:

Name:

Title:

Date:

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Agreement no. 1

City of Fresno DPU -
Migration Services

Project Proposal

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

The [RE]DESIGN Group EXHIBIT Q-32299
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
www.redesign-group.com

A. Description of Services

The Drala Project, Inc. doing business as The [RE]DESIGN Group (“[RE]DESIGN”) shall provide Fresno, City of (CA) with the following services:

Product Name Product Description QTY

Project Overview:

This project involves the migration of 87 virtual machines totaling approximately 16.5 TBs of data to new storage
infrastructure. The scope includes the conversion and
migration of 4 VMs currently utilizing Raw Device Mappings (RDMs). VMware Converter will be used to convert the
RDMs to VMDK format, followed by Storage vMotion to
move the resulting virtual disks to the new Dell Unity storage array. This approach avoids the complexities and risks of converting to SMB/NAS-based storage.

Scope of Work:

Standard VM Migration:
• Migrate 83 VMs (non-RDM) from legacy datastore to
Unity storage
• Use Storage vMotion to ensure zero-downtime
[RE]DESIGN_IT Professional Services migration for supported VMs 1.00 • Validate OS and application functionality post-
migration
RDM VM Migration:
• Identify and prepare 4 VMs using RDMs for
conversion
• Use VMware Converter to convert RDMs to VMDK
format
• Validate VM integrity and functionality after
conversion
• Perform Storage vMotion of VMDK-based VMs to
Unity storage
Post-Migration Validation:
• Confirm network connectivity and storage
performance
• Validate backup jobs or replication (if applicable)

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

• Verify licensing, agents, and monitoring are
functioning
• Deliver post-migration report and summary
Assumptions and Dependencies:
• Client will provide all required access, credentials, and documentation
• VMware vSphere environment supports Storage
vMotion
• All destination Unity storage is pre-configured and
reachable
• No guest OS or application-level changes are required • Maintenance window will be scheduled with the client
for conversion and cutover
Exclusions:
• Guest OS, database, or application tuning
• Reconfiguration of networking beyond storage access
• Ongoing management of VMs or storage
infrastructure post-migration
• Backup software reconfiguration or post-migration
policy changes
Roles and Responsibilities:

Redesign:
• Execute migration and conversion steps as defined
• Provide real-time status updates and schedule
coordination
• Deliver validation report and support client during
post-migration testing
Client:
• Provide access and availability for validation and sign- off
• Schedule downtime (if required) for RDM conversion
• Validate application and data integrity post-migration Change Management:

All changes to this scope must be requested and approved in writing by both Redesign and the Client. Requests must
include a detailed description of the change, its impact on scope and schedule, and the requestor's contact information.

B. Payment Terms

Client shall pay a one-time fee of USD 12,500.00 for the services detailed above

Payment shall be made to [RE]DESIGN and is due on net 30 terms upon signing this agreement.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

C. SOW Term

Client will have the following allotment of time to schedule and complete the services:

 START DATE : 07-28-2025

 END DATE : 07-28-2026

D. Acceptance and Incorporation by Reference

Acceptance and Incorporation by Reference

Acceptance of this Order Form is binding and the above item(s) will be purchased in reliance thereon. All sales are final.

After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein.

The professional services shall be governed by the Cooperative Purchasing Agreement attached to this document as Exhibit A.

This Order Form is effective as of the date both parties have signed below (the “Effective Date”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order Form not directly defined are referred to in the Agreement. There will be no Deliverables in this Order Form as defined in the Agreement.  If there is a conflict between this Order Form and the Agreement, the Agreement will control.

The parties hereby agree that electronic signatures to this Order Form shall be relied upon and will bind them to the obligations stated herein. Each party hereby warrants and represents that it has the express authority to execute this Agreement(s).

The parties, acting through their authorized officers, hereby execute this Agreement.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

The [RE]DESIGN Group

Signature

Name

Date

Fresno, City of (CA)

Signature

Name

Date

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

The [RE]DESIGN Group
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254

The Future Belongs
to the Curious

redesign-group.com
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Exhibit A: Master Services Agreement

This Master Services Agreement (the “MSA”) is between Provider and the Client found on the applicable quotation, statement of work, proposal or order, (the “Order”) and, together with the Order, the terms and conditions, and relevant Service Attachments forms the Agreement between the parties (the “Terms”). Client accepts these Terms by signing an Order, using the services, or continuing to use the services after being notified of a change to these Terms.

The parties agree as follows:

STATEMENT OF SERVICES

Service Attachments
The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement.

Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services Provider will deliver to Client are limited to those Services specifically identified in the Order and described in the Service Attachments or Schedule of Services. Provider may decline to perform any services requested by Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider.

Supplemental Services
“Supplemental Services” include additional services and equipment Client may need on a “one- off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify Client of any such additional Service Fees and will obtain Client’s approval prior to providing them. However, Provider has no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if Provider determines that any additional services Client requests would be inappropriate for treatment as Supplemental Services under this paragraph, Provider may deliver to Client a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services.

Project Services
In some cases, Client may ask Provider to deliver services outside the scope of any Order or

© Scott & Scott, LLP
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades, new computer, machine or device setup, network changes, datacenter moves or setups, cybersecurity remediations, incident response or installations. In those cases, Provider will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and Provider’s fee to deliver them.

Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such Project Services or installations, including, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control.

FEES FOR SERVICES | PAYMENT TERMS

Service Fees
Fees for Services are set forth in Order or Statement of Work. Unless otherwise indicated in writing, all Services will be performed on a time-and-materials basis at Provider’s then-current rates.

Adjustments to Service Fees
Except as may be specified in an Order, Provider may adjust the Service Fees charged under this Agreement as follows:

• End-User, devices or Network Growth. During the term of an Order, if the number of users or devices in Client’s environment or the Service or Equipment types or quantities to be covered within the scope of the Order exceeds the numbers, types or quantities previously ordered, Provider may apply a pro rata adjustment to the total Service Fees. You shall pay all Service Fees owed as they become due following any such adjustment.

Similarly, during the term of an Order, if the number of users or devices in Client’s environment or the Service or Equipment types or quantities to be covered within the scope of the Order is less than the numbers, types or quantities previously ordered, upon request, Provider will apply a pro rata adjustment to the total Service Fees. You shall pay all Service Fees owed as they become due following any such adjustment. However, under no circumstances may any such adjustments result in a number of users or devices in Client’s environment or in any Service or Equipment types or quantities to be covered within the scope of the Order that is less than the numbers, types or quantities ordered at the time Client signed that Order.

"User" means Client's employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Client (or by Provider upon Client's request). Users do not include any clients of Client or other third parties otherwise not noted here.

“Device” means any equipment included in the Services, whether owned by Client or provided by Provider for Client’s use, including, but not limited to computers, printers, servers, routers, and mobile or handheld microcomputers as well as the software necessary to operate such equipment.

• Surcharges. At any time after the parties sign an Order, Provider may adjust its rates and charges or impose additional rates and charges to recover amounts required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs. You shall pay all Service Fees owed as

© Scott & Scott, LLP
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

they become due following any such adjustment.

• Service Fee Rate Increases. At any time after the parties sign an Order, Provider may elect to raise the fees that it charges under that Order. If the increase is greater than 10% annually, Provider shall give Client no less than thirty (30) days’ notice of any such increase in fees to be charged. Following Client’s receipt of such notice, Client may terminate the Order without incurring any additional charges or penalties, if any, that Client ordinarily would incur for such termination.

• Third-Party Services. Client understands and agrees that Provider uses third-party solutions and service providers to perform some or all of the managed services and/or professional services offered to Client (“Third-Party Service Providers”). Provider’s current Third-Party Service providers and the governing terms and conditions related to those services are listed on the Schedule of Third-Party Services which may be updated by Provider without further notice to Client and is incorporated by reference as if fully set forth in this Agreement.

• Off-Boarding. Client’s cancellation, termination, or transition of the Services to Client’s control or to another service provider (“Off-Boarding”) may trigger a billable project. Any Off-Boarding projects will be subject to a separate Order or Project Service Attachment or Statement of Work, which will be billed at Provider’s then-prevailing rates.

• Client Delay. If Provider is unable to commence delivery of the Services on the service start date because of any failure on Client’s part including but not limited to the failure to provide access to Client’s resources in a timely manner, Client nonetheless will begin to incur Service Fees, which Client shall pay in accordance with the Order, the Service Attachment and the Master Services Agreement.

Pass-Through Expenses
Client shall pay Provider’s reasonable out-of-pocket expenses, including incremental third-party service fees, travel expenses, lodging, meals, or other similar expenses, which may be incurred by Provider in performing Services. Any such “Pass-Through Expenses” will be billed at cost and invoiced monthly.

Payment Terms
Client shall pay the full amount reflected on any invoice as owed to Provider on the first (1st) day of each month. Without waiving any of its other remedies, Provider reserves the right to suspend services if payment is not received within thirty (30) days following Client’s receipt of that invoice.

Client shall pay a late charge of one- and one-half percent (1.5%) per month or the maximum lawful rate, whichever is less, for all invoiced amounts not paid within thirty (30) days following Client’s receipt of that invoice (the “Payment Deadline”).

If Client disputes in good faith all or any portion of the amount owed to us, or if Client otherwise requests any adjustment to an invoiced amount, Client must notify Provider in writing, prior to the Payment Deadline, of the nature and basis of the dispute and/or adjustment. If Provider is unable to resolve the dispute prior to the Payment Deadline, Client nevertheless shall pay the entire invoiced amount by the Payment Deadline. If Provider ultimately determines that such

© Scott & Scott, LLP
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

amount should not have been paid, Provider shall apply a credit equal to such amount against any Service Fees owed for the following month.

Special rates may apply for services requested outside of normal business hours or on holidays.

Special rates are one-and-one-half (1.5) times normal hourly rates, with a one-hour minimum.

Holiday hour rates are two (2) times normal hourly rates, with a one-hour minimum.

Client shall pay Provider's invoices in full and in the same currency as Provider's invoice within the time noted on Provider's invoice. Standard terms are Net30. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under applicable law.

If Client advises Provider of a material error, (a) any amounts corrected by Provider shall be paid by Client within 14 days of correction, and (b) all other amounts shall be paid by Client by the due date. If Client withholds payment because Client believes an invoiced amount is incorrect, and Provider concludes the amount is accurate, Client must pay interest of 1.5% on the unpaid disputed amount from the due date until Provider's receipt of payment. Client may offset, defer or deduct any invoiced amounts that Provider determines are incorrect following the notification of the process stated above.

Invoicing
Provider shall invoice Client in the currency agreed in the Order. If Client is tax exempt, client must provide tax exemption letter to Provider. Otherwise, Provider is obligated by applicable law to collect and remit any taxes or fees from Client on final invoice for Order. It will be added as a separate line item in accordance with statutory requirements. Provider will invoice Client on Net30 terms from date of shipment of Order. All invoice terms will be deemed accurate unless Client advises Provider within 10 days following receipt.

Taxes
Client is responsible for all governmental taxes, levies, fees, value added tax (VAT), or similar taxes or fees resulting from Client's purchase. If Client qualifies for tax exemption, Client must provide Provider with a valid certificate of exemption or other appropriate proof of exemption. If Client is required to withhold taxes, then Client will within 60 days of remittance to the applicable tax authority provide Provider with satisfactory evidence (e.g., official withholding tax receipts) that Client has accounted to the relevant authority for the sum withheld or deducted. Otherwise, Provider will charge client for the amount that Client has deducted for the transaction.

Suspension of Service
If Client fails to pay all amounts owed under this Agreement when due, then upon at least ten (10) business days’ prior written notice, and in addition to any other remedies available to Provider, Provider may suspend Services and withhold Confidential Information (defined below) under this Agreement until full payment is made. Following any suspension of service under this provision, and after Client makes full payment to Provider, Provider may restore the Services after validating that all components to be monitored and/or managed under any applicable Order or Service Attachment comply with Provider’s level of security, updates, and best practices.

Client shall pay a “Reactivation Fee” for such restoration equal to one month of the Service Fees.

Provider’s right to suspend Services under this section is in addition to Provider’s right to terminate this Agreement.

Taxes

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Unless otherwise indicated on an invoice, all charges and fees owed under this Agreement are exclusive of any applicable sales, use, excise, or services taxes that may be assessed on the provision of the Services. In the event that any taxes are assessed on the provision of any of the Services, Client shall pay the taxes directly to the taxing authority or shall reimburse Provider for their payment.

TERM AND TERMINATION

Term
This Agreement commences on the Order Effective Date, and it will remain in effect until either party terminates it as permitted below.

Month-to-Month Services
If the Order specifies no Initial Term with respect to any or all Services, then Provider will deliver those Services on a month-to-month basis until one party provides written notice to the other party of its intent to terminate those Services, in which case Provider will cease delivering those Services at the end of the next calendar month following receipt of such written notice by the other party.

Termination
Either party may terminate this MSA for any reason or no reason upon at least thirty (30) days advance, written notice given to the other party. However, termination of this MSA will not, by itself, result in the termination of any Order or Service Attachments, and this MSA will remain in effect notwithstanding any notice of termination unless and until all Orders and/or Service Attachments are terminated or expire according to their terms.

INDEPENDENT CONTRACTOR
Unless otherwise agreed, Provider will perform all Services solely as an independent contractor and not as an employee, agent, or representative of Client.

INTELLECTUAL PROPERTY RIGHTS

Provider Works
Unless specifically identified in a separate Statement of Work, any writing or work of authorship, regardless of medium, created or developed by Provider or Client in the course of performance under this Agreement and related to existing works owned by Provider is a “Provider Work,” is not to be deemed a “work made for hire,” and is and will remain the sole, exclusive property of Provider. To the extent any Provider Work for any reason is determined not to be owned by Provider, Client hereby irrevocably assigns and conveys to Provider all of its copyright in such Provider Work. Client further hereby irrevocably assigns to Provider all of its patent, copyright, trade secret, know-how, and other proprietary and associated rights in any Provider Work.

License to Provider Works
If any Provider Work is located on hardware or equipment owned by Client, Provider hereby grants Client a perpetual, non-exclusive, revocable, royalty-free license to use any Provider Work during the term of this Agreement (“Limited License”). The Limited License will be immediately and automatically revoked without the need for notice in the event that either party terminates the Services or this Agreement.

License Restrictions

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You shall not:

• Modify, copy, or create derivative works based on the Services or on the Provider Technology; • Build a product or service using similar ideas, features, functions, or graphics of the Service, or • Copy any ideas, features, functions, or graphics of the Service.

Additional license restrictions may be set forth in the Service Attachments.

Improvements to Services

Client hereby assigns to Provider any and all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or Client’s users relating to any proposed improvements of or modifications to the Services.

NON-DISCLOSURE AND CONFIDENTIALITY

Confidential Information

During the course of performance under this Agreement, either party may be exposed to or may acquire the other’s proprietary or confidential information. Each party shall hold all such “Confidential Information” in strict confidence and shall not disclose any such information to any third party.

Confidential Information includes but is not limited to: (a) with respect to Provider, Provider’s unpublished prices for Services, audit and security reports, server/network configuration designs, firewall and other hardware configurations, passwords, all business plans, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines, and other proprietary technology, (b) with respect to Client, content transmitted to or from, or stored by Client on, Provider’ servers, and (c) with respect to both parties, other information that is conspicuously marked as “confidential” or if disclosed in non-tangible form, is verbally designated as “confidential” at the time of disclosure.

Non-Confidential Information

Notwithstanding the preceding provision, Confidential Information does not include:

• Information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise;
• Information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other;
• Information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party; and
• Information that must be disclosed pursuant to court order or permitted by law.

Agreement Confidentiality
To the extent allowable, no copy of the Order, this MSA, any Service Attachment or Schedule of Services, discussions, negotiations, terms or conditions relating to the Order, the MSA, Service Attachment, or any other information relating to the Order, this MSA, or any Service Attachment may be disclosed to any third party, except by reason of legal, accounting or regulatory requirements, without the prior written consent of the parties hereto.

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PROVIDER-SUPPLIED EQUIPMENT
“Equipment” may include, but is not limited to, any computer, networking or telephony equipment, racking, or associated hardware, or other equipment (if any) that Provider installs on Client’s premises or that Provider ships to Client’s location to facilitate the delivery of Services.

Equipment does not include any hardware or devices that Provider may sell to Client or that Provider procures on Client’s behalf.

Provider is and will remain the sole owner of any Equipment, which is provided on a rental or temporary basis only. This agreement transfers to Client no Equipment ownership rights of any kind.

Provider retains sole discretion to determine the appropriate Equipment and associated software and/or technology, if any, to be used at Client’s location, provided that Provider’s determination does not materially impair the availability or delivery of services under this Agreement. Provider also retains sole discretion to determine the necessity of maintenance, repairs, and/or improvement of the Equipment.

Except as otherwise may be specified in an applicable Service Attachment, Provider makes no independent representations or warranties with respect to the Equipment. Any third-party warranties are Client’s exclusive remedies with respect to such Equipment. In the event of an Equipment malfunction, Provider will take commercially reasonable steps to ensure that Client receives the benefit of any manufacturer warranties applicable to the Equipment in use at Client’s location.

Client shall take reasonable care of the Equipment and shall not damage it, tamper with it, move or remove it, attempt to repair it, or attempt to install any software on it. Client is financially responsible, up to the full replacement value of all Equipment, for all damage to or loss of the Equipment used at Client’s location, other than loss or damage caused by Provider. In addition, Client shall obtain and maintain insurance with a reputable insurer for the full replacement value of the Equipment. Such policy or policies of insurance must cover the Equipment against loss or damage (including, without limitation, accidental loss or damage) and must name Provider as an insured beneficiary with respect to the Equipment. Upon demand, Client must produce evidence that such insurance is being maintained and is valid.

Client is responsible for providing the necessary power, space, cooling, physical security, network connection, and any other appropriate environment to support the Equipment.

Client shall not remove any sign, label, or other marking on the Equipment identifying Provider as the owner of the Equipment. Client does not acquire and will not acquire any rights of ownership in the Equipment by virtue of this Agreement, and Client does not have and will not have, by operation of law or otherwise, any lien or other similar right over or in relation to the Equipment.

On termination of any Agreement pursuant to which Client obtained any Provider-owned Equipment, Client shall allow Provider and its employees and contractors reasonable access to

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its premises to remove the Equipment. Alternatively, upon Provider’s request, Client shall return the Equipment to Provider via the carrier of Provider’s choice, for which Provider will pay all applicable shipping charges. Upon termination, Client is responsible for removing all Client Data from the equipment. Upon pickup or return of equipment to Provider, Provider will not be responsible for lost Client Data.

PROVIDER-SUPPLIED SOFTWARE

“Software” means all and any software installed on the Equipment or provided by Provider for installation on Client’s computer equipment to facilitate the delivery of the Services.

This Agreement does not transfer any right, title, or interest in the Software to Client. Client’s use of the Software is subject to all applicable terms of any end-user license agreement pertaining to the Software, a copy of which will be made available to Client, upon request.

You shall not, and shall not permit any third party, to:

• distribute or allow others to distribute copies of the Software or any part thereof to any third party,
• tamper with, remove, reproduce, modify, or copy the Software or any part thereof, • provide, rent, sell, lease, or otherwise transfer the Software or any copy or part thereof or use it for the benefit of a third party, or
• reverse assemble, reverse compile or reverse engineer the Software or any part thereof, or otherwise attempt to discover any Software source code or underlying proprietary information except as may be permitted by law.

CLIENT COVENANTS AND OBLIGATIONS

Assistance
Client shall provide in a timely and professional manner, and at no cost to Provider, assistance, cooperation, complete and accurate information and data, equipment, access to applicable computer and telecommunications facilities, networks, firewalls, servers, programs, files, documentation, passwords, a suitable work environment, and other resources requested by Provider to enable it to perform the Services (collectively, “Assistance”). Provider shall not be liable for any deficiency in performing the Services if such deficiency results from Client’s failure to provide full Assistance as required hereunder. Assistance includes, but is not limited to, designating a project manager or contact person to interface with Provider during the course of Services.

Software Licensing
Unless specifically otherwise agreed to in an applicable Order, Client represents and warrants that Client has title to or has a license or the right to use or modify the Software and has a license or right to permit Provider to use, access, or modify any software that Client has requested Provider to use, access, or modify as part of the Services.

It is the Client’s responsibility to independently ensure that ALL software in use by Client is properly licensed, and Client agrees to maintain records of applicable licenses. Provider will not promote the use of, or knowingly support software which is not properly licensed by Client.

Assistance with software audits or licensing compliance matters are billable at Provider’s then- prevailing hourly rates.

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Unsupported Software
Provider shall not be responsible or liable to Client for any consequences from the use of software no longer under manufacturer product support or no longer supported by the software publisher (“Unsupported Software”).

Provider Access
Client shall supply Provider necessary access to its personnel, appropriate documentation and records, and facilities in order for Provider to timely perform the Services.

Broadband Internet access must be provided. Provider must be provided with remote access (via VPN or other secure reasonable remote access) to covered equipment. Appropriate cabling to all covered computers and devices must be provided. Appropriate air conditioning and ventilation for all covered computers and devices must be provided, in order to maintain temperature and air quality as specified by the applicable hardware manufacturers. Power surge protection must be provided for all covered computers and devices. Provider must be allowed convenient and timely access to the Equipment covered under this Agreement, adequate working space and facilities within a reasonable distance of the equipment, and access to and use of all information, internal resources, and facilities determined necessary to service the equipment. Client may be required to conduct preliminary diagnostic steps or provide additional information related to a support request, prior to a technician being dispatched to Client's facility. Client must agree to assign one employee to be liaison or contact person to Provider in order to make communications between both parties effective.

Remote Access
Client grants to Provider the explicit right to remotely access Client’s network systems without the need to obtain expressed permission or consent each time remote access is established.

Third-Party Service Provider Fees
Unless expressly undertaken by Provider in writing, Client is responsible for any Third-Party Service Provider service fees, charges and to arrange for disconnection or termination and payment of charges related to the disconnection or termination of any related services with Client’s current carrier(s) or service provider(s).

Client’s Responsibilities for Cybersecurity and Data Protection Unless specifically otherwise agreed to in an applicable Order, it is Client’s sole responsibility to determine whatever actions deemed necessary to make Client’s data and voice networks and circuits secure from unauthorized access. The Client shall cooperate fully with the Provider in all matters. Hardware firewall must be in place. Wireless data traffic in the environment must be securely encrypted. Provider is not responsible for the security of Client’s network and circuits from third parties, or for any damages that may result from any unauthorized access to Client’s network unless unauthorized access is the result of actions or inactions on the part of the provider that have resulted in credentials not being secured from unauthorized parties.

An anti-malware solution must be in place, and updated with valid update subscription. Provider is not responsible for any harm that may be caused by Client’s access to third-party application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses, and similar mechanisms. Any costs or fees to rebuild or

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service machines are provided and sold separately by Provider.

Although it is under no obligation to do so, from time to time, Provider may make recommendations regarding regulatory compliance, safety, and security related to Client’s network and practices (e.g., multi-factored authentication). If Client fails to adopt or implement the recommended protocols, Client is responsible for any and all damages related to regulatory, security, privacy, or data protection, including but not limited to fines, data breach notification, malware or ransomware costs, restoration, forensic investigation, restoring backups, or any other costs or damages related to Client’s refusal to implement the recommended protocols.

If Provider provides password management services to Client, Client shall be responsible and liable for any unauthorized use of passwords. THEREFORE, CLIENT AGREES TO HOLD

PROVIDER HARMLESS FROM ANY LOSS, INJURY, OR DAMAGE TO CLIENT OR ANY

THEFT OF PASSWORDS CAUSED BY SUCH USE OF THE PASSWORD SERVICES BY CLIENT.

Malicious Events and Third-Party Criminal Activity
Client has an affirmative obligation to protect Client’s network environment, and to train its employees for spam, malware, phishing, virus protection, and prevention from criminal acts of third parties.

If a security system for Client’s network is included within the Services to be provided by Provider, Provider agrees to use commercially reasonable efforts to protect Client’s network from malicious attacks by computer viruses, computer worms, and/or computer hackers (collectively, “malicious activities”). However, Client understands that no security system can guarantee complete protection against malicious activities as such attacks often involve the intentional action by third parties to invade and injure computer systems unless it can be reasonably proven that any negative impacts on the client were the result of negligence on the part of the provider.

Theft of Service
Client shall notify Provider immediately, in writing, by electronic mail or by calling the Provider client support line, if Client becomes aware at any time that the Services are being stolen or used fraudulently. Failure to do so in a timely manner may result in the immediate termination of the Services and additional charges billed to Client. Client will be liable for all use of the Service using Equipment stolen from Client and any and all stolen Service or fraudulent use of the Services. Credits will not be issued for charges resulting from fraud that arises out of third parties hacking into any Equipment. This includes, but is not limited to, modem hijacking, wireless hijacking, or other fraud arising out of a failure of Client’s internal/corporate procedures. Provider will not issue credit for invoiced charges for fraudulent use resulting from Client’s

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negligent or willful acts or those of an authorized user of Client’s service.

Hardware Equipment
Client Equipment must be in working order and maintained under a manufacturer’s warranty or maintenance contract. Provider is not responsible for client equipment that is not maintained under manufacturer’s warranty or maintenance contract or that is otherwise out of order. All fees, warranties, and liabilities against Provider assumes equipment is under manufacturer’s warranty or maintenance contract or is in working order.

Provider in its reasonable opinion and supported by manufacturer information, may designate certain equipment as obsolete or defective, and therefore exclude it from coverage under this Agreement.

Cloud and Hosted Infrastructure
Software and publicly-hosted infrastructure or cloud-hosted infrastructure must be in working order and maintained under a manufacturer’s warranty or maintenance contract. Provider is not responsible for client or third-party infrastructure that is not maintained under manufacturer’s warranty, properly licensed, or under a maintenance contract or that is otherwise out of order. All fees, warranties, and liabilities against Provider assumes equipment is under manufacturer’s warranty or maintenance contract or is in working order.

Provider in its reasonable opinion and supported by manufacturer information, may designate certain infrastructure as obsolete or defective, and therefore exclude it from coverage under this Agreement.

Quoting and Ordering
Client may request a quote through Provider for any products from associated vendors. Quoted prices are effective until the expiration date of the Quote. Client may place an Order for the offerings quoted by (i) issuing a Client Purchase Order that references such Quote and, if applicable, contract code or (ii) executing Provider Quote in the form of signature and date.

Orders may be returned if product arrives damaged, missing items, or is incorrect based on agreed upon Quote.

Product Delivery, Shipment, Transfer of Risk & Title & Acceptance Unless otherwise agreed, Provider will arrange for shipment of the ordered products to the ship- to address indicated by Client. Delivery dates are indicative and will be provided as soon as available, updates provided to Client directly by Provider. Software may be provided by delivery of physical media or through electronic means to the email address provided by Client. Client shall notify Provider within 21 days of invoice date if Client believes any product included in the order is missing, wrong, or damaged and shall ensure that the intended installation site meets the specifications as per the product documentation.

Transfer of Risk and Title
Costs Risk of loss for equipment and physical media transfers to Client upon delivery. Title to sold Equipment passes to Client upon delivery. "Delivery" for equipment occurs when carrier

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completes delivery at Clients designated point of shipment. "Delivery" of software occurs either when Client is notified by Provider that software is available for download, or when carrier completes delivery at Clients designated point of shipment. Unless otherwise agreed, cost of transit insurance on behalf of Client shall be included in the total price on the stated Quote.

Acceptance
All products will be deemed to be accepted upon Delivery. Client may return products if damaged, missing items, incorrect per Quote agreed upon.

Physical Security
Client is responsible for the physical security of its on-premises hardware and software systems.

Independent Backup
Unless specifically otherwise agreed to in an applicable Order or Service Attachment, Client must maintain an independent backup of all files that are sent to either the cloud or a data backup service. A backup solution must be in place, with backup copies stored off-site. It is the Client’s responsibility to verify that backups are made regularly, as well as the integrity of the backups. Provider shall not be held liable in the event of data loss, backup software failure, backup selection, backup hardware failure, backup media failure, or backup system failure even in the event that Provider was tasked to perform the backups. Client will be solely responsible for all lost data.

Hardware and Software Configurations
All Hardware and Software Configurations implemented by Provider shall belong to Provider, and shall constitute Provider’s Confidential Information.

Provider's Responsibilities for Protecting Client Data
Confidentiality and Non-Disclosure: The Provider shall treat all client data received or accessed during the course of providing services as confidential and shall not disclose, sell, or transfer any such data to any unauthorized third party.

Data Security Measures: The Provider shall implement and maintain appropriate technical, physical, and organizational measures to ensure the security and integrity of client data. These measures shall be designed to protect against unauthorized access, accidental or unlawful destruction, loss, alteration, or disclosure of client data.

Access Controls: The Provider shall enforce strict access controls to limit access to client data only to authorized personnel who require access for the purpose of providing the services.

Access privileges shall be reviewed regularly and promptly revoked for personnel who no longer need such access.

Encryption: The Provider shall, where applicable and appropriate, use encryption techniques to protect client data both during transmission and storage.

Security Incident Response: In the event of a data breach or security incident involving client data, the Provider shall promptly notify the Client and take immediate action to mitigate the breach, investigate its root cause, and implement measures to prevent similar incidents in the future.

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Data Retention and Deletion: The Provider shall retain client data only for the duration necessary to provide the services unless otherwise required by law or agreed upon with the Client. Upon termination or completion of the services, the Provider shall, at the Client's request, securely delete or return all client data in its possession.

Personnel Training: The Provider shall ensure that its personnel involved in handling client data are appropriately trained on data protection best practices and their responsibilities for maintaining data confidentiality and security.

Third-Party Data Processors: If the Provider engages any third-party data processors to assist in providing the services, the Provider shall conduct due diligence to ensure that these processors adhere to data protection requirements and implement adequate security measures.

Data Breach Notification: In the event of a data breach involving client data, the Provider shall promptly notify the Client and provide all necessary information and cooperation to support the Client in meeting its legal and regulatory obligations regarding data breach notification.

Compliance with Laws and Regulations: The Provider shall comply with all applicable data protection laws, regulations, and industry standards concerning the processing and protection of client data.

PROVIDER REPRESENTATIONS AND WARRANTY

Internal Network Security Compromise Policy
Provider monitors the availability and performance of its internal firewall and network security.

This process involves monitoring for intrusion attempts and potential security breaches. In order to minimize a possible compromise of security, all services and applications exposed to the Internet on Provider's servers are updated with all commonly available security hotfixes and best practices. As appropriate
, Provider proactively evaluates, investigates, and reports security-related incidents to the appropriate authorities. Provider also monitors and proactively manages the anti-virus protection of its servers and applications using industry-recognized anti-virus software systems.

Service Warranty
We warrant that the Services will be performed in a professional and workmanlike manner and as described in an applicable Service Attachment or Schedule of Services. All Services will be deemed to be accepted unless Client notifies Provider in writing within ten (10) working days after performance that the Services did not conform to this warranty. Provider promptly will correct any non-conformities and will notify Client in writing that the non-conformities have been corrected.

DISCLAIMER OF WARRANTY

PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-

FREE OR UNINTERRUPTED, THAT PROVIDER WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN

INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. PROVIDER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED

TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM CLIENT’S CONTENT. PROVIDER SHALL HAVE NO OBLIGATION WITH RESPECT TO A
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WARRANTY CLAIM IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD.

FOR ANY BREACH OF THE SERVICES WARRANTY, CLIENT’S EXCLUSIVE REMEDY AND PROVIDER’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT

SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT

SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE

MANNER, CLIENT MAY END THE DEFICIENT SERVICES AND PROVIDER WILL REFUND

TO CLIENT THE FEES FOR THE TERMINATED SERVICES THAT CLIENT PRE-PAID TO PROVIDER FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

TO THE EXTENT NOT PROHIBITED BY LAW, CLIENT ACKNOWLEDGES THESE

WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED

WARRANTIES OR CONDITIONS BY THE PROVIDER OR ANY THIRD-PARTY VENDORS

INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR

ENVIRONMENTS, OR FOR MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

PROVIDER MAY LINK TO OR OFFER THIRD-PARTY SERVICES FOR RESALE. ANY

PURCHASE, ENABLING, OR ENGAGEMENT OF THIRD-PARTY SERVICES, INCLUDING

BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING SERVICES,

E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICE, AND ANY EXCHANGE

OF DATA BETWEEN CLIENT AND ANY THIRD-PARTY SERVICE, IS SOLELY BETWEEN

CLIENT AND THE APPLICABLE THIRD-PARTY SERVICE PROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY PROVIDER. PROVIDER

DOES NOT WARRANT THIRD-PARTY SERVICES AND IS NOT RESPONSIBLE OR

LIABLE FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT FROM CLIENT’S USE OF SUCH SERVICES. IF CLIENT PURCHASES, ENABLES, OR ENGAGES

ANY THIRD-PARTY SERVICE FOR USE IN CONNECTION WITH THE SERVICES, CLIENT

ACKNOWLEDGES THAT PROVIDER MAY ALLOW THIRD-PARTY SERVICES

PROVIDERS TO ACCESS CLIENT DATA USED IN CONNECTION WITH THE SERVICES

AS REQUIRED FOR THE INTEROPERATION OF SUCH THIRD-PARTY SERVICES WITH THE SERVICES. CLIENT REPRESENTS AND WARRANTS THAT CLIENT’S USE OF ANY THIRD-PARTY SERVICE SIGNIFIES CLIENT’S INDEPENDENT CONSENT TO THE ACCESS AND USE OF CLIENT’S DATA BY THE THIRD-PARTY SERVICE PROVIDER, AND THAT SUCH CONSENT, USE, AND ACCESS IS OUTSIDE OF PROVIDERS’S CONTROL. PROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY

DISCLOSURE, MODIFICATION, OR DELETION OF DATA RESULTING FROM ANY SUCH ACCESS BY THIRD-PARTY SERVICE PROVIDERS.

COMPLIANCE WITH LAWS
Provider shall comply with all laws applicable to Provider in its role as a Managed IT Provider.

For the avoidance of doubt, unless otherwise provided in a separate Data Processing Agreement (“DPA”), Provider is not responsible for complying with the laws applicable to Client or Client’s industry. Client shall comply with all laws applicable to Client or in Client’s industry.

Although it is under no obligation to do so, from time to time, Provider may make recommendations regarding legal requirements and regulatory compliance protocols related to Client’s network and practices. If Client fails to adopt or implement the recommended legal requirements or regulatory compliance protocols, Client is responsible for any and all damages

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related to legal and regulatory compliance.

NO HIRING
Client shall not solicit for employment with Client any Provider employee with whom Client has had direct contact in connection with the Services during the Term of this Agreement and for twelve (12) months following termination of this Agreement.

Client acknowledges that injury resulting from any breach of this provision would be significant and irreparable and that it would be extremely difficult to ascertain the actual amount of damages resulting from such breach. Therefore, in the event of a violation of this provision, in addition to any other right Provider may have at law or in equity, Client shall make a one-time payment to Provider in the amount of one hundred percent (100%) of the affected employee's base salary for one year, which accurately reflects the reasonable value of the employee’s time and costs. We agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to identify, recruit, hire, and train suitable replacements for such personnel.

DISPUTE RESOLUTION

Procedures
Each party shall attempt to settle amicably by mutual discussions any disputes, differences, or claims related to this Agreement within sixty (60) days of the date any such dispute arises.

Continued Service
Unless Provider is bringing an action for Client’s failure to make payments for Services not otherwise in dispute, Provider will continue to provide Services under this Agreement, and Client shall continue to make payments to us, in accordance with this Agreement, during the period in which the parties seek resolution of the dispute.

Attorneys’ Fees

In the event that there is any dispute, difference, or claim related to this Agreement that is resolved either through litigation, the prevailing party will be entitled to an award of reasonable attorneys’ fees incurred while defending or prosecuting such dispute, difference, or claim.

DATA PRIVACY & PROTECTION

Client Data
Provider agrees that any electronic data or personal information submitted by Client to Provider as a part of the Service (“Client Data”) remains the property of Client and/or its end-user or other third party. Provider agrees that it will comply with all applicable United States data privacy

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and data security laws that the Services are subject to and as stated herein.

California Consumer Privacy Act (“CCPA”)
Client agrees not to provide any data to Provider subject to the California Consumer Privacy Act (“CCPA”) without first entering into an appropriate Data Processing Agreement with Provider that specifically references CCPA.

Gramm-Leach-Bliley Act (“GLBA”) & Health Insurance Portability and Accountability Act (“HIPAA”) Data Processing
Client agrees not to provide any data to Provider subject to the Gramm-Leach-Bliley Act (“GLBA”) or Health Insurance Portability and Accountability Act (“HIPAA”) without first entering into an appropriate Data Processing Agreement with Provider that specifically references GLBA and/or HIPAA.

General Data Protection Regulation (“GDPR”) & United Kingdom Data Processing Client agrees not to provide any data to Provider from any data subject of the European Union or the United Kingdom that is regulated under the General Data Protection Regulation (“GDPR”) or similar data protection regulation without first entering into an appropriate Data Processing Agreement with Provider that specifically references GDPR.

New York SHIELD ACT (“SHIELD”)
Client agrees not to provide any data to Provider subject to the New York SHIELD Act (“SHIELD”) without first entering into an appropriate Data Processing Agreement with Provider that specifically references SHIELD.

Data Processing Agreement
For Clients who require the processing of CCPA, GLBA, HIPAA, GDPR, or United Kingdom data processing or similar data privacy and/or data protection regulation, Client must enter into an applicable agreement with Provider in the form of a data processing agreement (the “Data Processing Addendum”). Each data privacy or data protection regulation may contain its own separate addendum (or combined addendum) depending on Provider or Client’s regulated activities.

GENERAL

Observed Holidays
Provider reserves the right to identify observed holidays and adjust its holiday schedules from time to time. When a holiday falls on a weekend, Provider may close on the closest business day in observance of that holiday. After-hours emergency support is still available during these times, and Client will be charged for Services at Provider’s then-prevailing Holiday support rates.

Notices
Except as otherwise provided under this Agreement, all notices, demands or requests to be given by any party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via fax, courier service, electronic mail, or on the date of the third business day after deposit, postage prepaid, in the United States Mail via Certified Mail, return receipt requested, and addressed as set forth on the applicable Order.

The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other

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party pursuant to this Section.

Force Majeure
Provider will not be liable for any failure of performance of the Services due to causes beyond its reasonable control, including, but not limited to, fire, flood, electric power interruptions, national or regional emergencies, epidemics, pandemics, public health emergencies, stay-at- home orders, furloughs, quarantines, or other restriction or prohibition, civil disorder, acts of terrorism, riots, strikes, Acts of God, or any law, regulation, directive, or order of the United States government, or any other governmental agency, including state and local governments having jurisdiction over Provider or the Services provided hereunder (the “Affected Performance”).

Any party whose performance is so affected shall give written notice to the other party describing the Affected Performance. The parties promptly shall confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of such condition. If the delay caused by the force majeure event lasts for a period of more than thirty (30) days, the parties shall attempt to negotiate an equitable modification to the Agreement pertaining to the Affected Performance. If the parties are unable to agree upon an equitable modification, then either party may serve thirty (30) days’ written notice of termination on the other party with respect only to the portion of the Agreement relating to the Affected Performance. Client shall pay Provider for that portion of the Affected Performance that was completed or that was in the process of being completed through the effective termination date of the Affected Performance.

Waiver
No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will constitute a waiver of any right or remedy, or future exercise thereof.

Assignment
Neither party may assign this Agreement, in whole or in part, or any of its rights or obligations hereunder without the prior written consent of the other party. However, Provider may assign or otherwise transfer its rights, interests, and obligations under this Agreement without Client’s consent in the event of a change in control of 50% or more of the equity of Provider, the sale of substantially all the assets of Provider, or the restructuring or reorganization of Provider or its affiliate entities. If Client transfers its rights, interests, and obligations under this Agreement without Provider consent, then such assignment will not be valid, and Client shall remain responsible for all Fees under this Agreement and any Attachment regardless of whether Client continues to derive any benefit from the Services. In addition, unless otherwise agreed, Provider may contract with third parties to deliver some or all of the Services, and no such third-party contract is to be interpreted as an assignment of this Agreement. However, Provider will use commercially reasonable efforts to ensure that any and all such third parties abide by all of the terms of this Agreement, and, except as otherwise agreed, Provider will remain solely responsible for the fulfillment of all of Provider’s obligations under this Agreement. This Agreement is binding upon the parties, their successors, and permitted assigns.

Marketing
Client hereby grants Provider the right to reference Client’s name, industry, logo, and URLs in its marketing literature, website, and/or correspondence to potential new clients, so as to identify Client as a client of Provider for marketing purposes and for Provider’s benefit. Such information is not considered Confidential Information subject to non-disclosure.

Notifications and Alerts

© Scott & Scott, LLP
Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9

Client hereby grants Provider the right to utilize Client information to send alerts, notifications, news, and general correspondence to Client to provide the Services.

Survival
The parties’ respective duties and obligations with respect to proprietary rights, intellectual property rights, and non-disclosure and confidentiality will survive and remain in effect, notwithstanding the termination or expiration of this Agreement.

Governing Law
This MSA is to be governed by and construed in accordance with the laws of California.

Severability
If any term or provision of this agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions will remain unimpaired, and the invalid terms or provisions are to be replaced by such valid terms and provisions that most nearly fulfill the parties’ intention underlying the invalid term or provision.

Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein is to be construed to give any person or entity, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable rights hereunder.

No Disparagement
Neither Party, nor any of its respective partners, principals, shareholders, members, officers, directors, employees, affiliates, subsidiaries, agents, or representatives, shall initiate or participate in any action or conduct tending to injure, bring into disrepute, ridicule, damage, or destroy the goodwill of Provider or Client, or the others’ affiliates. The foregoing shall not be construed to prevent or prohibit a Provider or Client, or any of its respective partners, principals, shareholders, members, officers, directors, employees, affiliates, subsidiaries, agents, or representatives, from: (i) exercising its rights under this Agreement; (ii) complying with a legal obligation or a professional responsibility; or, (iii) reporting, providing, or disclosing information to federal, state, municipal, or local government agencies, authorities, or officials in the ordinary course of business or as required by law. Further, in the event Provider or Client or any of its respective partners, principals, shareholders, members, officers, directors, employees, affiliates, subsidiaries, agents, or representatives breach this Section, the non-breaching party and its respective partners, principals, shareholders, members, officers, directors, employees, affiliates, subsidiaries, agents, and representatives shall no longer be bound by the obligations set forth under this Section.

Docusign Envelope ID: 555715C8-E4F1-4F5C-9714-A9275909A2B9 redesign
redesign
Q-36110 Version1
Monday, April 6

FRESNO, CITY OF (CA)
WMD + RAS/WAS
Refresh
BY:

Bobby Mock
[re]DESIGN
[email protected]
FOR:

Fresno, City of (CA)
redesign
City of Fresno - WMD + RAS/WAS Refresh
PREPARED BY:
[re]DESIGN
Bobby Mock
[email protected]
PREPARED FOR:

Fresno, City of (CA)
1910 East University Avenue
Fresno, CA 93703
QUOTE INFORMATION:

Quote #: Q-36110
Version: 1
Expiration Date: 04/16/2026
Quote Lines
(1) Dell UnityXT 380H with 60 Months ProSupport 4 Hour - [WMD] SKU Description Qty
528-CNSS Operating System V4.0=IC 1
989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 890-5262 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 890-5187 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1 890-5186 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 876-4863 Dell Hardware Limited Warranty 1
379-BDPD ISG Product (info) 1
800-BBQV Informational Purposes Only 1
210-ASLH Unity 3U 15x3.5 DAE FLD RCK 1
891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 15 470-AEBH Unity 2x2M DAE SAS CBL 1
400-BFVT D4 12TB NLSAS 15X3.5 DRIVE 15
825-8623 Certified Deployment Partner T1 or Distributors 1 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 890-5262 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 890-5187 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1

890-5186 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 876-4863 Dell Hardware Limited Warranty 1
379-BDPD ISG Product (info) 1
800-BBQV Informational Purposes Only 1
210-ASLH Unity 3U 15x3.5 DAE FLD RCK 1
891-3388 ProSupport 4-Hour 7x24 Onsite Low Capacity SSD Add On 5 Year 9 891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 14 470-ADQW Unity 2x3M OM4 Fiber CBL 4
470-ADQT UNITY 2X3M ACTIVE TWINAX CBL 10G 4
470-AEFV 2M SFP+ to SFP+ 25G Passive Twinax Cable 4
565-BBIG UNITY 2X4 PORT IO 25GBE TWINAX 1
400-BFXU D4 800GB SAS FLASH 25X2.5 SSD 6
400-BFXS Unity 600GB 10K SAS 25X2.5 DRIVE 10
400-BFXP Unity 400GB FAST CACHE 25X2.5 SSD 3
826-9748 ProSupport Mission Critical, Software Support Maintenance 5 1 825-8624 Certified Deployment Partner T2 1
989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 890-5272 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 890-5197 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1 890-5196 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 876-5068 Dell Hardware Limited Warranty 1
379-BDPD ISG Product (info) 1
379-BDOI Pair of C13/C14 cables (Highline Power) or C19/C20 cables (4 1 343-BBMP Unity 380 DPE Install Kit 1
406-BBNC Unity CNA 4x10GbE OPT SFPs 1
528-CNSW IP Multi-Tenancy=IC 1
528-CNSV Unity Unisphere=IC 1
528-CNSU Unity Thin provisioning=IC 1
210-ASKK Unity 380 DPE 25 x 2.5 Dell FLD RCK 1
389-FNYG Unity XT 380 PSNT 1
400-BGCO Unity SYSPACK 4X600GB 10K SAS 25X2.5 1
528-CNRZ File Level Retention=IC 1
528-CNSB Unity ISCSI=IC 1
528-CNSC Unity NFS=IC 1
528-CNSD File System Events Publishing=IC 1
528-CNSF Unity VASA/vVols=IC 1
528-CNSG Unity FAST Cache=IC 1
528-CNSH Unity Replication=IC 1
528-CNSI Unity Quality of service=IC 1
528-CNSJ Unity ESA Adapter=IC 1
528-CNSK Inline Compression=IC 1
528-CNSL Unity EMC Proactive Assist=IC 1
528-CNSM Cloud Tiering 1
528-CNSN Unity Local Copies 1
528-CNSO Unity Fibre Channel=IC 1
528-CNSP Unity FAST VP=IC 1
528-CNSQ Unity Antivirus=IC 1
825-8623 Certified Deployment Partner T1 or Distributors 1 528-CNST Unity CIFS=IC 1
891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 7 400-BFVT D4 12TB NLSAS 15X3.5 DRIVE 7
Subtotal $132,502.93
(2) Dell PowerSwitch S5224F Switches with 60 Months ProSupport 4 Hour - [WMD] SKU Description Qty
470-ABOU Dell Networking Cable 100GbE QSFP28 to QSFP28 Passive Copper 2 407-BDDG Dell Networking Transceiver SFP+ 1/10GBASE-T 30m, rate-adapt 4 407-BBXX Dell Networking, Transceiver, 25GbE SFP28 SR, No FEC, MMF, D 8 848-8539 5 Years ProSupport OS10 Enterprise Software Support-Maintena 2 825-8624 Certified Deployment Partner T2 2
997-6306 Info 3rd Party Software Warranty provided by Vendor 2 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 2 975-3461 Dell Limited Hardware Warranty Extended Year(s) 2 892-0863 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 2 892-0650 ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2 892-0646 ProSupport 4-Hour 7x24 Onsite Service 1 Year 2 818-4983 Dell Hardware Limited Warranty 1 Year 2
634-BRWJ OS10 Enterprise S5224F-ON 2
343-BBLP Dell EMC S52XX-ON Series User Guide 2
210-APHT Dell EMC S5224F-ON Switch 24x 25GbE SFP28 4x 100GbE QSFP28 p 2 450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US 2 450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US 2 Subtotal $25,281.02
(1) Dell UnityXT 380H with 60 Months ProSupport 4 Hour - [RAS/WAS] SKU Description Qty
470-AEBH Unity 2x2M DAE SAS CBL 1
389-FNYG Unity XT 380 PSNT 1
400-BGCO Unity SYSPACK 4X600GB 10K SAS 25X2.5 1
528-CNRZ File Level Retention=IC 1
528-CNSB Unity ISCSI=IC 1
528-CNSC Unity NFS=IC 1
528-CNSD File System Events Publishing=IC 1
528-CNSF Unity VASA/vVols=IC 1
528-CNSG Unity FAST Cache=IC 1
528-CNSH Unity Replication=IC 1
528-CNSI Unity Quality of service=IC 1
528-CNSJ Unity ESA Adapter=IC 1
528-CNSK Inline Compression=IC 1
528-CNSL Unity EMC Proactive Assist=IC 1
528-CNSM Cloud Tiering 1
528-CNSN Unity Local Copies 1
528-CNSO Unity Fibre Channel=IC 1
528-CNSP Unity FAST VP=IC 1
528-CNSQ Unity Antivirus=IC 1
528-CNSS Operating System V4.0=IC 1
528-CNST Unity CIFS=IC 1
528-CNSU Unity Thin provisioning=IC 1
528-CNSV Unity Unisphere=IC 1
528-CNSW IP Multi-Tenancy=IC 1
406-BBNC Unity CNA 4x10GbE OPT SFPs 1
343-BBMP Unity 380 DPE Install Kit 1
379-BDOI Pair of C13/C14 cables (Highline Power) or C19/C20 cables (4 1 379-BDPD ISG Product (info) 1
876-5068 Dell Hardware Limited Warranty 1
890-5196 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 890-5197 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1 890-5272 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 825-8624 Certified Deployment Partner T2 1
826-9748 ProSupport Mission Critical, Software Support Maintenance 5 1 400-BFXP Unity 400GB FAST CACHE 25X2.5 SSD 3
400-BFXS Unity 600GB 10K SAS 25X2.5 DRIVE 10
400-BFXU D4 800GB SAS FLASH 25X2.5 SSD 6
565-BBIE UNITY 2X4 PORT IO 25GBE OPT 1
470-ADQW Unity 2x3M OM4 Fiber CBL 4
891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 14 891-3388 ProSupport 4-Hour 7x24 Onsite Low Capacity SSD Add On 5 Year 9 210-ASLH Unity 3U 15x3.5 DAE FLD RCK 1
800-BBQV Informational Purposes Only 1
379-BDPD ISG Product (info) 1
876-4863 Dell Hardware Limited Warranty 1
890-5186 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 890-5187 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1 890-5262 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 825-8623 Certified Deployment Partner T1 or Distributors 1 400-BFVT D4 12TB NLSAS 15X3.5 DRIVE 15
210-ASKK Unity 380 DPE 25 x 2.5 Dell FLD RCK 1
891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 15 210-ASLH Unity 3U 15x3.5 DAE FLD RCK 1
800-BBQV Informational Purposes Only 1
379-BDPD ISG Product (info) 1
876-4863 Dell Hardware Limited Warranty 1
890-5186 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 1 890-5187 ProSupport 4-Hour 7x24 Onsite Service 3 Years 1 890-5262 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended 1 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 1 825-8623 Certified Deployment Partner T1 or Distributors 1 400-BFVT D4 12TB NLSAS 15X3.5 DRIVE 7
891-3380 ProSupport 4-Hour 7x24 Onsite Hard Disk Drive Add On 5 Years 7 Subtotal $132,502.91
(2) Dell PowerEdge R470 Servers with 60 Months ProSupport 4 Hour - [RAS/WAS] SKU Description Qty
210-BNMR PowerEdge R470 Server, Enterprise 2
350-BDDK Dell Luggage Tag for x8 and x10 Chassis 2
325-BFXF PowerEdge 1U Standard Bezel 2
470-AEYU No Cables Required 2
470-BCHM Rear Filler Blank for BOSS/OCP 2
330-BCYD PowerEdge R470 Motherboard fo RTS 1.1, DAO 2
330-BCXZ Riser Config 8, 2x16 LP Slots (Gen 5), 1x16 FLOP OCP, 1x16 O 2 450-BCWZ Dual,Redundant(1+1),Hot-PlugMHSPowerSupply,1100WMM(100-240Va 2 384-BDQL PowerEdge 1U High Performance Silver Fan 2
800-BBDM UEFI BIOS Boot Mode with GPT Partition 2
384-BBBL Performance BIOS Settings 2
403-BDMY PERC H965i Controller, Front, DCMHS 2
780-BCDN RAID 1 2
370-BCCX 6400MT/s RDIMMs 2
370-AAIP Performance Optimized 2
412-BBLP Extended heatsink with DIMM blanks 2
338-CTBC Intel Xeon 6 Performance 6731P 2.5G, 32C/64T, 144M Cache, Tu 2 321-BLDY 2.5" Chassis with up to 8 Hard Drives (SAS/SATA), Smart Flow 2 470-ACEV Dell Networking Cable SFP28 to SFP28 25GbE Passive Copper Tw 8 540-BFXN Broadcom 57414 25GbE SFP28 Dual Port Adapter, PCIe Low Profi 2 540-BFPV Broadcom 57414 Dual Port 25GbE SFP28 Adapter, OCP 3.0 NIC +S 2 492-BBDI C13 to C14 PDU Style 12 AMP 6.5 Feet (2m) Power Cord North A 4 400-AZUT 480GB SSD SATA Mix Use 6Gbps 512 2.5in Hot-plug AG Drive 3 D 4 370-BCCY 32GB RDIMM, 6400MT/s, Dual Rank 32
900-9997 On-Site Installation Declined 2
989-3439 Thank you choosing Dell ProSupport. For tech support visit / 2 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s 2 713-8441 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 2 713-8432 ProSupport 4-Hour 7x24 Onsite Service 3 Years 2 713-8430 ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 2 713-8356 Dell Hardware Limited Warranty Plus Onsite Service 2 389-FHHX PowerEdge CCC, No CE Label Marking 2
340-DNSY PowerEdge 1U Shipping Material 2
340-DSBN PowerEdge R470 Shipping 2
340-DNSW PowerEdge Shipping 2
770-BECD ReadyRails Sliding Rails Without Cable Management Arm or Str 2 770-BDMT Cable Management Arm 2
379-BETE iDRAC9 Force Change Password for OCP cards 2
350-BCYJ Blank Left Ear Module 2
634-CZWJ Dell Secure Onboarding Client 17G - Disabled 2 634-CZRP Dell Connectivity Module 17G 2
379-BFXT Dell Connectivity Client - Disabled 2
634-CSHV iDRAC10, Datacenter 17G 2
634-CSHT Secured Component Verification 2
634-CSHS Secure Enterprise Key Manager License 3.0 2
634-CSGX OpenManage Enterprise Advanced Plus 2
605-BBFN No Media Required 2
611-BBBF No Operating System 2
470-BCHM Rear Filler Blank for BOSS/OCP 2
Subtotal $60,733.00
(2) Dell PowerSwitch S5224F Switches with 60 Months ProSupport 4 Hour - [RAS/WAS SKU Description Qty
450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US 2 470-ABOU Dell Networking Cable 100GbE QSFP28 to QSFP28 Passive Copper 2 407-BDDG Dell Networking Transceiver SFP+ 1/10GBASE-T 30m, rate-adapt 4 407-BBXX Dell Networking, Transceiver, 25GbE SFP28 SR, No FEC, MMF, D 8 848-8539 5 Years ProSupport OS10 Enterprise Software Support-Maintena 2 825-8624 Certified Deployment Partner T2 2
997-6306 Info 3rd Party Software Warranty provided by Vendor 2 989-3439 Thank you choosing Dell ProSupport. For tech support visit / 2 975-3461 Dell Limited Hardware Warranty Extended Year(s) 2 892-0863 ProSupport 4-Hour 7x24 Technical Support and Assistance 5 Ye 2 892-0650 ProSupport 4-Hour 7x24 Onsite Service 4 Years Extended 2 892-0646 ProSupport 4-Hour 7x24 Onsite Service 1 Year 2 818-4983 Dell Hardware Limited Warranty 1 Year 2
634-BRWJ OS10 Enterprise S5224F-ON 2
343-BBLP Dell EMC S52XX-ON Series User Guide 2
210-APHT Dell EMC S5224F-ON Switch 24x 25GbE SFP28 4x 100GbE QSFP28 p 2 450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US 2 Subtotal $25,280.94
Total: $376,300.80
redesign
redesign
City of Fresno - WMD + RAS/WAS Refresh
PREPARED BY:
[re]DESIGN
Bobby Mock
[email protected]
PREPARED FOR:

Fresno, City of (CA)
1910 East University Avenue
Fresno, CA 93703
QUOTE INFORMATION:

Quote #: Q-36110
Version: 1
Expiration Date: 04/16/2026

DESCRIPTION
Master Contract Code: California NASPO Participating Addendum No. 7-23-70-55-01 under the Master Agreement No. 23026 NASPO ValuePoint Cooperative Purchasing Program Contract Number: No. 23026 NASPO ValuePoint Cooperative Purchasing Program Contractor Name: Dell Marketing L.P.

Contact Website: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/ dell-marketing-lp/
Quote Summary
April 16, 2026Quote valid until:

Description Amount
(1) Dell UnityXT 380H with 60 Months ProSupport 4 Hour - [WMD] $132,502.93 (2) Dell PowerSwitch S5224F Switches with 60 Months ProSupport 4 Hour - [WMD] $25,281.02 (1) Dell UnityXT 380H with 60 Months ProSupport 4 Hour - [RAS/WAS] $132,502.91 (2) Dell PowerEdge R470 Servers with 60 Months ProSupport 4 Hour - [RAS/WAS] $60,733.00 (2) Dell PowerSwitch S5224F Switches with 60 Months ProSupport 4 Hour - [RAS/WAS $25,280.94 Total: $376,300.80

redesign redesign-group.com
Acceptance and Incorporation by Reference
This Order Form is issued in connection with the cooperative purchasing agreement referenced herein (the "Agreement") and any applicable participating addendum or similar instrument. This Order Form supplements the Agreement by identifying the specific products, pricing, and other order details applicable to the proposed transaction.

The technology industry is currently experiencing elevated demand, supply constraints, and significant cost increases affecting memory (DRAM), storage (NAND), and related components. These market conditions have resulted in shortened quote validity periods, changing OEM pricing, constrained configurations, and shifting delivery timelines across the industry. The provisions of this Order Form are intended to address those conditions in a manner consistent with the Agreement and applicable procurement requirements.

Any capitalized terms used in this Order Form and not otherwise defined herein have the meanings given to them in the Agreement. If there is a conflict between this Order Form and the Agreement, the Agreement shall control. If there is a conflict between this Order Form and Customer's purchase order, the Agreement and this Order Form shall control, and any inconsistent terms in Customer's purchase order, including any pre-printed terms and conditions, shall be ineffective and void except to the extent required by applicable law.

This Order Form supersedes all prior proposals, quotations, and communications between the parties with respect to the specific products, pricing, and timing described herein, but only to the extent consistent with the Agreement.

Pre-Acceptance
To place an order under the Agreement, Customer must attach this Order Form to its purchase order and return the combined document to Redesign. Customer's submission of a purchase order with this Order Form attached shall constitute Customer's offer to purchase the products identified herein under the Agreement. Redesign's written acknowledgment of such purchase order, or commencement of fulfillment, shall constitute Redesign's acceptance, and the resulting order shall be effective as of the earlier of such events.

Customer acknowledges and agrees that pricing, configurations, and estimated lead times reflected in this Order Form are based on current market conditions and current OEM pricing available on the date of issuance. If Customer submits a purchase order after the stated quote validity period, or requests changes to configuration, quantities, or delivery timing before Redesign's acceptance, Redesign may issue a refreshed quotation reflecting then-current pricing, lead times, and configuration availability under the Agreement.

Customer further acknowledges that, in the event of supply constraints affecting the quoted products before Redesign's acceptance, Redesign and the applicable manufacturer may propose functionally equivalent alternative configurations, revised delivery dates, phased fulfillment, or revised scope for Customer's review and consideration in accordance with the Agreement and applicable procurement requirements.

Post-Acceptance
Once Redesign has accepted Customer's purchase order or commenced fulfillment, all further changes to pricing, configuration, scope, quantities, delivery timing, or related commercial terms shall be handled solely through the mechanisms permitted by the Agreement and applicable procurement requirements, including, as applicable, amendment, change order, catalog refresh, or other formally documented modification process.

Nothing in this Order Form or in any customer-facing market conditions notice shall be construed to create a unilateral right for Redesign to reprice an accepted order, substitute products without Customer's approval, or otherwise alter the terms of an accepted order except as expressly permitted by the Agreement or by a mutually agreed written modification.

If supply constraints, OEM discontinuance, allocation limits, or documented market changes materially affect Redesign's ability to fulfill the accepted order as originally quoted, Redesign will notify Customer promptly and work in good faith to identify alternatives that align with Customer's technical requirements, budget parameters, and procurement obligations. Such alternatives may include revised delivery dates, functionally equivalent substitute configurations, phased delivery, partial cancellation of affected line items, or revised pricing where contractually permitted.

Any post-acceptance modification to an accepted order must be documented in writing and approved in accordance with the Agreement and Customer's applicable procurement rules.

This Order Form does not modify, supersede, or amend the Agreement. All pricing, availability, fulfillment, and post-acceptance changes remain subject to the terms of the Agreement, including the applicable not-to-exceed pricing structure, discount framework, and procurement requirements established thereunder.

THE REDESIGN GROUP
Authorized Signature      Date

FRESNO, CITY OF (CA)
Authorized Signature      Date
redesign
redesign-group.com
The Drala Project Inc.
222 Pacific Coast Highway, Floor 10
El Segundo, CA 90245
Set a new standard.