Dell Customer Communication - Confidential
1 (Rev. 9.30.22)
COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:
1. Cooperative/Piggyback
Name:
NASPO Value Point Between City of Stockton and
Dell
2. Contractor: Dell Marketing L.P.
3. Cooperative Agency
Agreement Name and
Agreement Number:
The State of California, Department of General
Services Participating Addendum No. 7-23-70-55-
01, which incorporates the
Minnesota NASPO
ValuePoint Master Agreement Number 23026
(“NASPO Contract”) (the “State Contract”).
4. Cooperative Agency Initial
Agreement Term:
Start Date: February 1, 2024
End Date:June 30, 2025
5. Cooperative Agency’s
Agreement-Options to
extend:
may be extended for up to an additional 36 months,
in increments as determined by the Lead State,
through a duly executed amendment
6. Cooperative Agency
Amended Term:
7. Cooperative Agency
Remaining Options to
Renew:
36 months through 6/30/2028
8. City of Stockton
Cooperative Purchase
Agreement Term:
Start Date: the date signed by both parties below
End Date: June 30, 2025 or such later date as the
State Contract is extended
9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:
Not to Exceed $4,801,301.00 for the term of the
Agreement. (This amount may include a contingency
amount; however, the amount shall be the aggregate
amount of spend that is anticipated for the entire
initial term of the Agreement.)
AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced State Contract (The State of California, Department of General Services Participating Addendum No. 7-23-70-55-01, which incorporates the Minnesota NASPO ValuePoint Master Agreement Number 23026) (the State Contract and the NASPO Contract are referred to herein as “COOP”) as such may be amended from time to time.
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Dell Customer Communication - Confidential
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The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”). Notwithstanding the aforementioned, any amendment of the COOP documents (State Contract and NASPO Contract) will be effective on this Agreement after execution by their parties and will not require amendment of Exhibit A of this Agreement.
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services under this contract as indicated on a Contractor issued quote, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location. Purchasing cards may only be used at the time of order placement, and not for payment of invoices.
1. Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through the End Date specified in Item 8 of the Agreement Summary above unless terminated earlier by the City. (If the State extends the Cooperative/Piggyback with Contractor by a written amendment, this Agreement will be automatically extended.)
2. Insurance: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.
3. Compensation: City and Contractor do hereby enter into this Agreement for (Information Technology Solutions and Services) available in the above-named COOP and associated documents incorporated herein as Exhibit A. In no way, shall payment to the Contractor during the term of this Agreement exceed $4,801,301.00 for the purchase of (product, equipment, goods or services) . The City shall monitor such spend, and will pay Contractor for any items ordered under this Agreement regardless of whether such amount is exceeded. Any person signing this Agreement on behalf of City or Contractor represents that he or she has full authority to do so.
4. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
5. Applicable Law.Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
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Dell Customer Communication - Confidential
3 (Rev. 9.30.22)
This Agreement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.
CITY OF STOCKTON CONTRACTOR NAME.
By:
Harry Black, City Manager Signature
Date:
Print name
ATTEST: Title:
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]Katherine Roland CMC, City Clerk APPROVED AS TO FORM:
Lori Asuncion, City Attorney
By:
Signature
Print name
Title:
Katherine Castillo
Paralegal Advisor
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Exhibit B:
Insurance Requirements
(Professional Services)
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 o r
i
ts equivalent covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either t
he general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 or its equivalent covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $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 Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability/Errors and Omissions insurance appropriates to the Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to insurable liability assumed by
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Contractor under this Agreement arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.
For any general liability claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
Self-insured retentions must be declared to the City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A minus:VII, unless otherwise acceptable to the City of Stockton.
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If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided .
3. If coverage is canceled or non-renewed, and not replaced the contract effective date, the
Contractor must purchase “extended reporting” coverage for a minimum of years after completion of work.
Contractor shall furnish the City of Stockton with certificates. All certificates are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City of Stockton reserves the right to reasonably modify these requirements, including limits, based on the nature of the risk, or other special circumstances.
Consultant shall ensure and be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and customary in the relevant industry.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3
rd Floor – HR
Stockton, CA 95202
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