PARTICIPATING ADDENDUM
NASPO ValuePoint Cooperative Purchasing Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Minnesota Master Agreement No.: MNWNC-108
California Participating Addendum No. 7-15-70-34-003
DELL MARKETING, L.P. (Contractor)
This Participating Addendum Number 7-15-70-34-003 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Dell Marketing, L.P. (hereafter referred to as "Contractor") under the NASPO ValuePoint Cooperative Purchasing Program Master Agreement Number MNWNC-108 ("Master Agreement") executed by the State of Minnesota.
1. Scope
A. This Participating Addendum covers the purchase of Computer Equipment under the Master Agreement for the following product bands:
Band 1 - Desktop
Band 2 - Laptop
Band 3 - Tablet
Band 4 - Server
Band 5 - Storage
B. This Participating Addendum is available for use by California political subdivisions/local governments (hereafter referred to as "Purchasing Entities"). A political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds.
C. Political subdivision/local government use of this Participating Addendum is optional. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Minnesota Master Agreement are consistent with its procurement policies and regulations.
D. Participating Entities may enter into lease agreements for the products covered in the Master Agreement, if they have the legal authority to enter into these types of agreements.
2. Term
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end March 31, 2017, or upon termination by the State, whichever occurs first.
B. Lead State amendments to extend the Master Agreement term date are automatically incorporated into this Participating Addendum unless terminated early in accordance with the terms and conditions of the Master Agreement or this Participating Addendum.
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
3. Order of Precedence
In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
A. California Participating Addendum 7-15-70-34-003
B. Minnesota WSCA-NASPO Master Agreement MNWNC-108
4. Terms and Conditions
The California General Provisions - Information Technology (GSPD401IT), revised and effective 09/5/14, is hereby incorporated by reference and made a part of this Participating Addendum. The 12 page document is available at:
http://www.documents.dgs.ca.gov/pd/poliproc/GSPD401IT14_0905.pdf.
5. Price List
Contractor shall maintain a website dedicated to this Participating Addendum which contains the Product and Service Schedule (PSS) and designated base line price list for participating entities to verify product/service pricing and applicable discounts offered under the Master Agreement.
6. Partner Utilization
A. Contractor may use Partners under this Participating Addendum for sales and service functions as defined herein. Each Purchasing Entity will determine whether use of Partners is consistent with its procurement policies and regulations.
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Partners.
C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.
D. Partners are classified as follows:
1) "Authorized Reseller"
a. Authorized Resellers may provide quotes, accept purchase orders, fulfill purchase orders, perform maintenance/warranty services and accept payment from ordering agencies for products and associated services offered under this Participating Addendum.
b. Authorized Resellers 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.
c. All purchase documents to Authorized Resellers shall reference the Participating Addendum Number.
d. If applicable, Authorized Resellers) under this Participating Addendum will be listed on the Contractor's dedicated website.
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
2) "Agent"
a. Agents are only authorized to provide quotes, sales assistance, configuration guidance and ordering support for products and associated services offered under this Participating Addendum.
b. Agents are not authorized to accept orders or payments. c. If applicable, Agents) under this Participating Addendum will be listed on the Contractor's dedicated website.
7. Invoicing
The Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum.
8. Usage Reporting
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the WSCA-NASPO Detailed Sales report template.
B. The report is due even when there is no activity.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at [email protected].
D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five 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:
Reporting Period Due Date
JUL 1 to SEP 30 OCT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
9. Administrative Fee
A. Contractor shall submit a check, payable to the State of California, remitted to the Department of General Services, Procurement Division for the calculated amount equal to one percent (0.01) of the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Multiple Awards Program
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a Purchasing Entity.
G. Administrative fee checks are due for each quarter as follows:
Reporting Period Due Date
JUL 1 to SEP 30 OCT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.
10. Contract Management
A. The primary contact individuals this Participating Addendum shall be as follows:
Contractor
Name: Amanda Hudson
Phone: (512) 723-6806
Fax: (512) 283-2691
E-Mail: Amanda [email protected]
Address: One Dell Way, Mailstop RR1-33 Legal
Round Rock, Texas 78682
• Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
State Contract Administrator
Name: Julie Matthews
Phone: (916) 375-4612
Fax: (916) 375-4663
E-Mail: Julie. [email protected]
Address: Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
B. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change.
11. 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 assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted 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.
12. Agreement
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect 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 Agreement 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 Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the Master Agreement, at prices equal to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
Participating Addendum No. 7-15-70-34-003
Dell Marketing, L.P.
Participating State: Contractor:
STATE OF CALIFORNIA DELL MARKEȚING, L.P
By: By:
Name: Jim Butler Name: Amu tr
Title: Deputy Director Title: Untracts Manager
Date: 10/1/15 Date: 9/30/15