Agenda packet — Victorville City Council, July 19, 2022 (part 7 of 8)

ANNEXATION TERRITORY/IMPROVEMENTS FISCAL YEAR 2022/2023 Tract No. 20275
Generally located at the southeast corner of Monte Vista Road and Luna Road will develop out one hundred thirty-five (135) single-family residential units currently identified by the San Bernardino County Assessor’s Office as parcels 3133-111-01-000. Improvements within this area will are on file with the City. Additional improvements will consist of a 10-foot-wide landscape buffer between the drainage basin/facility and the public right-of-way.

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Part II — Method of Apportionment

LEGISLATIVE REQUIREMENTS FOR ASSESSMENTS
The costs of the proposed improvements have been identified and allocated to properties within the Annexation Territory based on proportional special benefit, consistent with the provisions of the 1972 Act and the assessment provisions of Proposition 218 (being contained in Article XIIID of the California Constitution).

The improvements provided by this District and for which properties within the Annexation Territory are assessed, are identified as local landscaping, and related amenities that were either installed in direct connection with the development of properties to be included within designated Tract No. 20275 or were installed for the benefit of those properties as a result of property development or potential development of those properties and were considered necessary elements for the development of such properties to their full and best use. The formulas used for calculating assessments and the designation of Tract herein reflect the compositio n of parcels within the Annexation Territory, and the improvements and activities to be provided, and have been designed to fairly apportion the cost of providing those improvements based on a determination of the proportional special benefits to each parcel.

In addition to the provisions of the 1972 Act, Article XIII D of the California Constitution outlines specific requirements regarding assessments including the following:

Article XIII D Section 2d defines District as follows:
“District means an area determined by an agency to contain all parcels which will receive a special benefit from a proposed public improvement or property-related service;” Article XIII D Section 2i defines Special Benefit as follows:
“Special benefit” means a particular and distinct benefit over, and above general benefits conferred on real property located in the district or to the public at large. General enhancement of property value d oes not constitute “special benefit.”
Article XIII D Section 4a defines proportional special benefit assessments as follows:
“An agency which proposes to levy an assessment shall identify all parcels which will have a special benefit conferred upon them an d upon which an assessment will be imposed. The proportionate special benefit derived by each identified parcel shall be determined in relationship to the entirety of the capital cost of a public improvement, the maintenance and operation expenses of a pub lic improvement, or the cost of the property related service being provided. No assessment shall be imposed on any parcel which exceeds the reasonable cost of the proportional special benefit conferred on that parcel.”

BENEFIT ANALYSIS
Landscaping Special Benefit
Trees, landscaping, hardscaping, ornamental structures, and appurtenant facilities, if well maintained, confer a particular and distinct special benefit upon real property within each District by providing beautification, shade and positive enhancement of the community character, attractiveness, and desirability of the surroundings. In addition, all of the aforementioned contributes to a specific increase in property desirability and a specific enhancement of the property value of each parcel within each District which confers a particular and distinct special benefit upon the real property within each District. 1344
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In The Economic Value of Trees in Urban Areas, written by Phillip Killicoat, Eva Puzio and Randy Stringer in 2002, it is stated:
“Increased property values, increased tax revenues, increased income levels, faster real estate sales turn - over rates, shorter unoccupied periods…have all been linked to tree and landscape presence.” Landscaping General Benefit
Section 4 of Article XI IID provides that once a local agency, which proposes to impose assessments on property, has identified those parcels that will have special benefits conferred upon them and upon which an assessment will be imposed, the local agency must next “separate the general benefits from the special benefits conferred,” and only the special benefits can be included in the amount of the assessment imposed.

It has been determined that in most cases, the benefits conferred on other properties or to the public at large is more general in nature and are not consider ed special benefits. For example, the proper maintenance of landscaping and landscape appurtenant facilities within the Districts control dust from blowing onto properties within the Districts but may also indir ectly control dust from blowing onto properties outside of the Districts.

The spraying and treating of landscaping for disease reduces the likelihood of insect infestation and other diseases spreading to landscaping throughout the Districts, but also reduc es the likelihood that other properties would be affected. In addition, the proper maintenance of landscaping and landscape ornamental structures provides a positive visual experience to persons passing by the Districts. Although these examples could be considered benefits, they are clearly incidental benefits conferred by the proper maintenance of the improvements and not a direct and special benefit to any properties other than those for which the improvements are maintained. The improvements in the Distr icts create a common landscape theme and neighborhood identity for the parcels within each residential subdivision. Only the parcels which are within the residential subdivisions will be assessed. Accordingly, there is a direct physical and visual nexus between the parcels being assessed and the funding of the improvements that does not exist for those parcels outside of the District boundaries. Therefore, it has been determined that all improvements provided by the Districts are considered only special ben efits for assessment purposes unless otherwise noted. Any portion of the improvements and the costs associated with those improvements determined to be a quantifiable general benefit will be funded from other revenue sources and will be excluded from the special benefit assessments.

ASSESSMENT METHODOLOGY
To assess benefits equitably it is necessary to calculate each property’s relative share of the special benefits conferred by the funded improvements and service. The Equivalent Benefit Unit (EBU) method of assessment apportionment is utilized for this District and establishes a basic unit (base value) of benefit and then calculates the benefit derived by each assessed parcel as a multiple (or a fraction) of that basic unit. The EBU method of apportioning s pecial benefits is typically seen as the most appropriate and equitable assessment methodology for assessment districts, as the benefit to each parcel from the improvements are apportioned as a function of comparable property characteristics which may include but is not limited to land use and property size.

For the purposes of this Engineer's Report, an EBU is the quantum of benefit derived from the various Tract improvements by a single-family residential parcel. The single-family residential parcel has been selected as the basic unit for calculation of asse ssments. Thus, the "benchmark" property (the single-family residential parcel) derives one EBU of benefit and is assigned 1.00 Equivalent Benefit Unit . Pursuant to the 1972 Act, the costs of the District may be apportioned by any formula or method that fai rly distributes the net amount to be assessed, among all assessable parcels in proportion to the estimated benefits to be received by each 1345
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parcel from the improvements. The benefit formula used for the District should reflect the composition of the parcels, and the improvements and services provided, to fairly apportion the costs based on special benefit to each parcel.

The existing District’s Method of Apportionment utilizes commonly accepted assessment -engineering practices and were established pursuant to the 1972 Act and the provisions of the California Constitution.

The method outlined is based on the premise that each assessed parcel receives benefit from the improvements maintained and financed by the District’s assessments. The desirability of prop erties within each Tract is enhanced by the presence of well-maintained landscaping in close proximity to those properties.

The costs associated with the improvements are equitably spread among the benefiting parcels within the District and the funds collected shall be dispersed and used for only the improvements and services provided by the District.

The following table provides the weighting factors to various land-use types and parcel sizes as reported by the most current year’s San Bernardino County As sessor’s Secured Roll, which determines each parcel’s EBU assignment:

Note: Number of parcels currently listed in the District are before annexation Exempt Properties
Publicly-owned open space including, but not limited to, the parks, recreation fields or other vacant lands are not assessed since the property exists for the benefit of other land uses in the District. Vacant property that cannot be developed for residential, commercial, or industrial uses is not assessed. This includes, but is not limited to, public streets, utility easements, rights -of-way, common areas, landlocked parcels, and parcels that are too small for development. Additionally, utility rights -of-ways, easements, drainage channels, drainage basins, and parcels that are used solely for the purpose of accessing entry to other parcels, and those parcels that have been vacated by the City that have little to no value and do not benefit from the improvements are also exempted from assessment.

Annual Inflationary Adjustment (Assessment Range Formula) It is recognized that the cost of providing for the improvements described in Part I – Plans and Specifications of this Report will inevitably increase over tim e as a result of inflation and that any “new or increased assessments” require certain noticing and balloting requirements pursuant to Article XIIID of the California Constitution (Proposition 218). However, Government Code Section 54954.6(a) provides that a “new or increased assessment” does not include “an assessment which does not exceed an assessment formula or range of assessments...previously adopted by the agency or approved by the voters in the area where the assessment is imposed.” This definition of a or increased assessment is reaffirmed in the Proposition 218 Omnibus Implementation Act, Government Code Section 53753.5.

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this Report includes an annual inflationary adjustment (assessment r ange formula). This inflationary adjustment formula provides for the Fiscal Year 2022/2023 maximum assessments (initial maximum assessment rate) established herein for the Annexation Territory to increase by an amount equal to the annual percentage increas e of the Local Consumer Price Index (CPI) for “All Urban Consumers” for the Riverside-San Bernardino-Ontario Areas (January of the given year from the previous January or similar period).

The adoption of the maximum assessment rates and the Assessment Range Formula described herein does not mean that the annual assessments will necessarily increase each fiscal year, nor does it absolutely restrict the assessments to the annually adjusted maximum assessment rates. Although the maximum assessment rates that may be levied shall be increased each fiscal year, the actual amount to be assessed will be based on the Balance to Levy for that fiscal year. If the calculated assessment is less than the adjusted maximum assessment, then the calculated assessment may be approved by the City Council for collection.

If the calculated assessment (based on the proposed budget) is greater than the adjusted maximum assessment for that fiscal year, then the assessment would be considered an increased assessment and would require property owner approval through another protest ballot proceeding before imposing such an increase. Otherwise, it would be necessary to reduce the budget or provide a contribution from the City to reduce the Balance to Levy (amount to be assessed) to an amount that can be supported by an assessment rate less than or equal to the adjusted maximum assessment rate authorized for that fiscal year.

The Assessment Range Formula shall be applied to the maximum assessment rates for the Annexation Territory Tract No. 20275 commencing in fiscal year 2023/2024 and shall be applied in each subsequent fiscal year unless the City Council formally suspends its application.

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Part III — Estimate of Costs

The 1972 Act provides that the estimated costs of the improvements shall include the total cost of the improvements, including incidental expenses.

The 1972 Act also provides that the amount of any surplus, deficit, or contribution be included in the estimated cost of improvements. The net amount to be assessed on the lots or parcels within the Annexation Territory is the total cost of maintenance, and servicing with adjustments either positive or negative for reserves, surpluses, deficits, and/or contributions.

PROPOSED BUDGETS AND ASSESSMENTS
The budgets and assessments outlined on the following page for the Annexation Territory for designated Tract No. 20275 are based on the national standards and related funding necessary for the operation, maintenance and servicing of the District improvements identified in Part I of this Report.

This budget represents an estimate of the special benefit expenses anticipated to be collected for Fiscal Year 2022/2023 at the time this Report was prepared and establishes the maximum assessment rates to be balloted and approved by the property owner(s) of record within the Annexation Territory as part of the Ballot Proceeding.

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Annexation Territory Budget Fiscal Year 2022/2023
DESCRIPTION Tract 20275
UTILITIES-ELECTRICITY $7
UTILITIES-WATER USAGE $361
TELEPHONE $72
UTILITIES SUB-TOTAL $440
CITY ADMINISTRATION $3,877
CONSULTING SERVICES 108
COUNTY FEES 64
ADMINISTRATION SUB-TOTAL $4,049
MAINTENANCE STAFF SALARY AND BENEFITS $12,375
CONTRACT SERVICES 5,549
GROUNDS MAINTENANCE 823
IRRIGATION MAINTENANCE 330
INFRASTRUCTURE REPAIRS 361
VEHICLES AND EQUIPMENT 412
TOOLS AND SMALL EQUIPMENT 506
VANDALISM/ACCIDENTS 3,973
MAINTENANCE SUB-TOTAL $24,330
EXPENDITURE BUDGET $28,819
GENERAL BENEFIT CONTRIBUTION $0
RESERVE COLLECTION/CONTRIBUTION 403
BALANCE TO LEVY $29,222
Equivalent Benefit Units at Built-Out 135.00
Equivalent Benefit Unit-Not Built Current FY 2022/23 1.00 FY 2022/23 Assessment Rate $216.46
FY 2022/23 Assessment Rate Not Built $1.00
FY 2022/23 Max. Allowable Assessment per Benefit Unit- Built $221.75 FY 2022/23 Max. Allowable Assessment per Benefit Unit-Not Built $1.00 FISCAL YEAR 2022/2023 BUDGET

Note: The budget represents the Tract’s fair share of cost if developed and levied in Fiscal Year 2022/23. The budget has been rounded to the nearest dollar.

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Part IV — Boundary Diagram
The Fiscal Year 2022/2023 District Diagram on the following page shows the diagram for Tract No. 20275. 1350
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Part V — Assessment Roll
Parcel identification for each lot or parcel within the Annexation Territory shall be the parcels as shown on the San Bernardino County Secured Roll for the year in which this Report is prepared and reflective of the Assessor’s Parcel Maps.

The following is the lot and parcel of land (parcel) within the Annexation Territory and the corresponding maximum assessments being set for Fiscal Year 2022/2023.

APN Tract No. Owner Land Use EBU
Maximum Rate Per
Assessment Unit
2022/2023
Maximum
Assessment
2022/2023
3133-111-01-0000 20275 KB Home Greater Los Angeles Inc. Single Family Residential 135.00 $221.75 $29,936.25

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City of Victorville

Engineer’s Report
Landscape Maintenance Assessment
District No. 6
Annexation of Tract No. 20275

Commencing Fiscal Year 2022/2023

Intent Meeting: July 19, 2022
Public Hearing: September 6, 2022
Updated June 2022

27368 Via Industria
Suite 200
Temecula, CA 92590
T 951.587.3500
F 951.587.3510

www.willdan.com/financial
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ENGINEER'S ANNEXATION REPORT AFFIDAVIT
City of Victorville
Landscape Maintenance Assessment District No. 6
Annexation of Tract No. 20275
Commencing in Fiscal Year 2022/2023
City of Victorville,
San Bernardino County, State of California

As part of the Resolution of Intention packet presented for the consideration of the Victorville City Council, this Report and the enclosed budget, diagram, and description outline specific proposed changes to the Landscape Maintenance Assessment District No. 6 f or fiscal year 2022/2023, including the annexation of Territory to the District; the expansion of the improvements to be maintained within the District , and the proposed annual assessments for all parcels within the Annexation Territory commencing in Fiscal Year 2022/2023. Reference is hereby made to the San Bernardino County Assessor’s Parcel Map for a detailed description of the lines and dimensions of the parcel, annexation territory known as Tract No. 20275 that will be subject to the proposed annual assessment.

The undersigned respectfully submits the enclosed Report as directed by the City Council.

Dated this ______ day of____________, 2022.

By: _____________________________
Brian Gengler, City Engineer
R.C.E No. 44730

Willdan Financial Services
Assessment Engineer

By: ________________________________ By: ____________________________ Stacee Reynolds Tyrone Peter
Senior Project Manager PE # C81888

I HEREBY CERTIFY the enclosed Engineer’s Report, together with Assessment Roll and Assessment Diagram thereto attached, was filed with me on the _____day of________, 2022.

By: ____________________________
City Clerk, City of Victorville
County of San Bernardino, California

I HEREBY CERTIFY the enclosed Engineer’s Report, together with Assessment Roll and Assessment Diagram thereto attached, was approved, and confirmed by the City Council of the City of Victorville, California, on the _____day of________, 2022.

By: ____________________________
City Clerk, City of Victorville
County of San Bernardino, California
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Table of Contents
INTRODUCTION ....................................................................................................................... 1 LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 6 ..................................................... 1 ANNEXATION TERRITORY ........................................................................................................ 2 PROCEEDINGS AND REPORT CONTENT .................................................................................. 3 Ballot Proceedings ......................................................................................................... 3 Report Content ............................................................................................................. 4 PART I — PLANS AND SPECIFICATIONS ...................................................................................... 6 DESCRIPTION OF THE DISTRICT .............................................................................................. 6 IMPROVEMENTS EXISTING DISTRICT ....................................................................................... 7 ANNEXATION TERRITORY FISCAL YEAR 2022/2023 .................................................................. 8 Tract No. 20275 ............................................................................................................ 8 PART II — METHOD OF APPORTIONMENT .................................................................................... 9 LEGISLATIVE REQUIREMENTS FOR ASSESSMENTS ................................................................ 9 BENEFIT ANALYSIS ................................................................................................................. 9 Landscaping Special Benefit ............................................................................................ 9 Landscaping General Benefit ......................................................................................... 10 ASSESSMENT METHODOLOGY .............................................................................................. 11 PART III — ESTIMATE OF COSTS................................................................................................ 13 PROPOSED BUDGETS AND ASSESSMENTS ........................................................................... 13 Annexation Territory Budget Fiscal Year 2022/2023 ............................................................ 14 Annual Inflationary Adjustment (Assessment Range Formula) ................................................ 12 PART IV — BOUNDARY DIAGRAM .............................................................................................. 15 PART V — ASSESSMENT ROLL .................................................................................................. 17

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Introduction
The City of Victorville (“City”), under the provisions of the Landscaping and Lighting Act of 1972, Part 2 of Division 15 of the California Streets and Highways Code (“1972 Act”) established the assessment district designated as:

LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 6
(hereinafter referred to as “ LMAD No. 6” or “District”). Pursuant to the provisions of the 1972 Act and in compliance with the substantive and procedural requirements of Article XIIID of the California State Constitution (the “California Constitution”), the City Council of the City of Victorville (“City Council”), proposes to annex Tract No. 20275, expanding the improvements to be provided and maintained within the LMAD No. 6, and to conduct a protest ballot proceeding for special benefit assessments to be levied and collected annually on the parcels within the Annexation Territory in order to fund in whole or in part the maintenance and operation of certain public improvements that may include, but is not limited to landscaping, parks and appurtenant facilities that provide special benefits to those properties commencing in Fiscal Year 2022/2023.

As required pursuant to Chapter 1, Article 4 of the 1972 Act, this Landscape Maintenance Assessment District Engineer’s Report (“Report”) shall serve as the detailed engineer’s report for the annexation of Territory to Landscape Maintenance Assessment District No. 6, for Tract No. 20275 (hereafter referred to as the, “Annexation Territory”) and the establishment of annual assessments to be levied and collected upon properties within the proposed Annexation Territory in connection with the special benefits each propert y receives from the maintenance and servicing of the improvements to be provided by the C ity through the District. The assessments described herein will provide an annual funding source to adequately support the ongoing maintenance, servicing, operation, and incidental expenses associated with the landscape improvements, and appurtenant facilities and amenities that benefit the identified properties within the Annexation Territory. The Annexation Territory as shown on the diagram contained in Part IV of this Report, encompass all lots and parcels of land within a defined area of the City that will receive special benefits from the ongoing servicing, maintenance, operation, and incidental expenses associated with the improvements to be funded by the assessments . Parcels within the Annexation Territory will be assessed for their proportionate special benefit of the shared landscape improvements and appurtenant facilities.

The City Council of the City of Victorville adopted its General Plan with various elements to provide guidelines for orderly development of property within the City . The Ci ty Council further adopted ordinances and regulations governing the development of land providing for the installation and construction of certain landscaping and appurtenant facilities to enhance the quality of life and to benefit the value of property.

The requirement for the installation of landscaping, streets and appurtenant facilities is a condition of development provided for in the City's Subdivision Ordinance and is a requirement for issuance of a permit for construction of commercial, residential, and planned unit development. These improvements generally include but are not limited to street lights and related equipment and fixtures; various landscape materials such as trees, turf, shrubs, vines, and ground cover; irrigation and drainage systems; structural amenities such as monuments, block walls, retaining walls, or other fencing; hardscapes including mulch, trail and path surfaces, stamped concrete and pavers; recreational amenities such as benches, picnic facilities, play structures; signage, and related appurtenances.

The installation of landscaping and appurtenant facilities is the responsibility of the su b-divider or other development/applicant, triggered by the approval of a tentative subdivision map or other development application. After installation, it is City policy that the servicing, operation, maintenance, repair, and 1356
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replacement of landscaping and appurtenant facilities in turn become the fiscal responsibility of the properties that specially benefit from the facilities.

HISTORICAL BACKGROUND
The residential subdivision plans for the tracts within LMAD No. 6 were submitted to the City by developers and were approved with certain conditions. One such condition required a means to fund the perpetual maintenance of landscaping within the public right-of-ways and dedicated easement areas. In order to meet this condition, the developer, as sole- owner of the subdivision property, petitioned the City to form an assessment district. The LMADs were formed by City Council Resolutions in accordance with the Landscape and Lighting Act of 1972, which is Part 2, Division 15 of the California Streets and Highways Code, in order to provide a funding source for the administration, operations and maintenance, and servicing of the landscaping within the District. Each parcel within the LMADs is assessed at a rate equitable to the budget, not exceeding the maximum allowable rate. Future improvement parcels are assessed $1.00 annually until such time the improvements are constructed.

ANNEXATION TERRITORY
The Annexation Territory consists of all lots and parcels of land within the planned development identified as Tract No. 20275 which will develop out to 135 residential units.

This Report has been prepared pursuant to the provisions of the California Constitution and the 1972 Act and shall serve as the detailed engineer’s report regarding the annexation of the designated Annexation Territory into the Victorville Landscape Maintenance Assessment District No. 6. The proposed assessment s will be levied on the properties therein commencing in Fiscal Year 2023/2024 for the proportional special benefits the properties will receive from the ongoing maintenance and servicing of the improvements associated with and/or resulting from the development of properties within the Annexation Territory.

The City Council proposes to annex the Annexation Territory into the District as Tract No. 20275, and to levy and collect annual special benefit assessments on the County tax rolls to provide ongoing funding for the direct expenditures, incidental expenses, and fund balances that are necessary to service and maintain the landscaping improvements associated with and resulting from the development of property within the Annexation Territory. The improvements described in this Report for the Annexation Territory are based on the initial improvement and development plans for Assessor Parcel Number 3133- 111-01-0000 and by reference those plans, and specifications are made part of this Report.

The estimated budget provided herein is based on the City’s estimate of the Annexation Territory expenses for local improvements and services in the Annexation Territory. The r esulting annual assessments are calculated utilizing the method of apportionment established under Part II Method of Apportionment and are made pursuant to the 1972 Act and the substantive and procedural provisions of the California Constitution .

The word “parcel,” for the purposes of this Report, refers to an individual property assigned its own Assessor’s Parcel Number (APN) by the San Bernardino County Assessor’s Office. The San Bernardino County Auditor/Controller uses Assessor’s Parcel Numbers and specific Fund Numbers to identify properties to be assessed on the tax roll for the special benefit assessments. 1357
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PROCEEDINGS AND REPORT CONTENT
This Report specifically addresses the proposed annexation of Territory, the resulting boundary change, the various improvements within the Tract , and the proposed assessment to be levied in connection with the special benefits the properties will receive from the maintenance and servicing of the improvements based on the estimated operating and maintenance expenses. The proposed annual assessments to be levied on properties within the Annexation Territory will provide a source of funding for the continued operation, maintenance, and servicing of the landscaping and appurtenant facilities ( collectively referred to as improvements) to be provided by the District for the special benefit of properties within the Tract.

The District assessments as described herein are based on the City’s estimate of the costs to maintain, operate and service the improvements. The costs of the improvements and the proposed annual assessments budgeted and assessed against properties within the Annexation Territory may include, but are not limited to the estimated expenditures for regular annual maintenance and repairs; incidental expenditures related to the operation and administration of the District; deficits or surpluses from prior years; revenues from other sources; and the collection of funds for operational reserves and/or periodic repairs, replacements and rehabilitation projects as authorized by the 1972 Act. The net annual cost to provide the improvements for each Tract are allocated to the benefiting properties within that Tract using a weighted method of apportionment (refer to Assessment Methodology in Section II, Method of Apportionment) that calculates the proportional special benefit and assessment for each parcel as compared to other properties that benefit from the District improvements and services. Thus, each parcel is assessed proportionately for only those improvements, services, and expenses for which the parcel will receive special benefit.

Ballot Proceedings
As part of these proceedings, the City shall conduct a property owner protest ballot proceeding (“Ballot Proceeding”) for the proposed levy of an assessment pursuant to the provisions of the California Constitution, Article XIIID Section 4 , and in accordance with the provisions of Government Code, Section 53753 . In conjunction with this Ballot Proceeding, the City Council will conduct a noticed public hearing to consider public testimonies, comments and written protests regarding the annexation, and the assessments described herein. Upon conclusion of the public hearing, property owner protest ballots received will be opened and tabulated to determine whether majority protest exists as defined in Article XIIID of the California Constitution.

As specified by the California Constitution, Article XIIID Section 4e :
“A majority protest exists if, upon the conclusion of the hearing, ballots submitted in opposition to the assessment exceed the ballots submitted in favor of the assessment. In tabulating the ballots, the ballots shall be weighted according to the proportional financial obligation of the affected property.” After completion of the ballot tabulation, the City Council will confirm the results of the balloting. If majority protest exists for the proposed Tract No. 20275 assessments, further proceedings to annex the parcels within the District and implementation of the Tract and assessments shall be abandoned.

If tabulation of the ballots indicate that majority protest does not exist for the proposed assessments and the assessment range formula presented and described herein, the City Council by resolution may adopt this Report (as submitted or amended); approve the assessment diagrams (Tract Boundary Diagram) contained herein; order the annexation of the parcels within LMAD No. 6 and the improvements to be made; and confirm the assessments as outlined in this Report.

The assessments as approved, may be levied and collected on the County tax rolls commencing in Fiscal Year 2023/2024 and may be handbilled in Fiscal Year 2022/2023. For F iscal Year 2023/2024 and each 1358
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subsequent fiscal year, this tract will be included in the Annual Consolidated Landscape Maintenance Assessment District R eport, which shall be prepared and presented to the City Council to address any proposed changes, including Tract No. 20275 , as well as any proposed changes to the improvements, budgets, and assessments for that fiscal year. The City Council shall hold a noticed public hearing regarding these matters prior to approving and ordering the levy of annual assessments for the District.

If in any fiscal year, the proposed annual assessments for parcels with the District exceed the maximum assessments described herein, such an assessment would be considered an increased assessment and must be confirmed through a mailed property owner protest ballot proceeding for the affected parcels before the increased assessment may be imposed.

Report Content
This Report has been prepared in connection with the annexation of an individual parcel into LMAD No. 6 and the resulting assessment for the parcel within Tract No. 20275 established herein in connection with the annexation of Territory for Fiscal Year 2022/2023, pursuant to a resolution of the City Council and consists of five (5) parts:

Part I — Plans and Specifications
Contains a general description of the District and tract of benefit (“ Tract”), and specifically addresses the improvements and services that provide special benefits to the parcels within the Annexation Territory which include, but is not limited to local landscaping, and related amenities including operational expenses and fund balances authorized by the 1972 Act. The plans and specifications contained in this Report generally describe the nature and extent of the improvements. In conjunction with these general descriptions of the improvements a visual depiction of the improvements is provided in the Tract Boundary Diagram contained in Part IV of this Report. The detailed plans and specifications for the improvements in the Annexation Territory are on file in the Public Works Department of the City of Victorville and by reference are made part of this Report.

Part II — Method of Apportionment
Outlines the special and general benefits associated with the improvements to be provided within the Annexation Territory, and the basis upon which the estimated costs to provide such improvements has been apportioned to each parcel of land therein in proportion to the special benefits to be received.

Part III — Estimate of Costs
Identifies the estimated annual funding costs (Budget) required for the maintenance and operation of the improvements including, but not limited to, annual maintenance and service expenses, utility costs, related incidental expenses, and fund balances authorized by the 1972 Act and deemed appropriate to fully support the improvements. Those improvements and/or costs determined to be of general benefit shall be funded by a City contribution. This budget establishes the maximum assessments to be approved by the property owner(s) of record within the Annexation Territory as part of the Ballot Proceeding.

This section also identifies and outlines an Assessment Range Formula (inflationary adjust ment) that provides for an annual adjustment to the maximum assessment rate that establishes limits on future assessments, but also provides for reasonable cost adjustments due to inflation. 1359
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Part IV — Boundary Diagram
A diagram showing the existing District and Annexation Territory . The lines and dimensions of each lot, parcel, and subdivision of land contained in this diagram are inclusive of all parcels listed in “Part V – Assessment Roll” of this Report and the corresponding County Assessor’s Parcel Maps for said parcels as they existed at the time this Report was prepared and shall include all subsequent subdivisions, lot -line adjustments, or parcel changes therein. Reference is hereby made to the San Bernardino County Assessor’s maps for a detailed description of the lines and dimensions of each lot and parcel of land within Annexation Territory.

Part V — Assessment Roll
The “Balloted Maximum Assessment” amount for each parcel represents that parcel’s proposed maximum assessment amount for each parcel within Tract No. 20275 commencing in fiscal year 2022/2023 and is based on the parcel’s calculated proportional special benefit as outlined in “Part II — Method of Apportionment”, and calculated assessment rate established by the budget in “Part III —Estimate of Costs”.

If any section, subsection, sentence, clause, phrase, portion, or tract of this Report is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions of the Report and each secti on, subsection, subdivision, sentence, clause, phrase, portion, tract thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, portions, or tract might subsequently be declared invalid or unconstitutional.
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Part I — Plans and Specifications

DESCRIPTION OF THE DISTRICT
The purpose of this District and specifically the Annexation Territory is to provide in part through annual assessments, funding for the ongoing operation, maintenance, and servicing of local landscaping, and related appurtenant facilities and services in specified areas of the City. The territory within the District consists of those lots or parcels of land within the City of Victorville for which the City, through the District maintains these local improvements and related amenities installed in connection with the development of those properties and for the benefit of those lots or parcels.

As authorized by the 1972 Act , the improvements provided by the District and associated with each Tract incorporate various local and related amenities installed in connection with the development of those properties and are maintained and serviced for the benefit of real property within that Tract. The maintenance of the improvements may also include various appurtenances including, but not limited to block walls, retaining walls or other fencing, trail and path surfaces, stamped concret e, pavers, mulch or other hardscapes, irrigation and related electrical equipment and drainage systems, benches, play structures, picnic or other recreational facilities, monuments, signage, ornamental lighting, street lighting, and related equipment. The work to be performed within the respective Tract may include but is not limited to (as applicable), the personnel, materials, equipment, electricity, water, contract services, repair and rehabilitation of the improvements and incidental expenses required to operate the District and provide the improvements and services.

Improvements provided within the District may include but are not limited to:
 Landscaping and related facilities and amenities located within designated street medians, parkway and streetscape side-panels, and entryways within the public right of ways or easements adjacent to public right of ways; and within public places including greenbelt areas, open spaces, and neighborhood parks within each respective Tract. These improvements may include, but are not limited to:
• various landscape materials such as trees, turf, shrubs, vines, ground cover, annual or perineal plantings;
• irrigation and drainage systems;
• structural amenities such as monuments, block walls, retaining walls, or other fencing; • hardscapes including mulch, trail and path surfaces, stamped concrete, and pavers; The maintenance of these improvements may include, but is not limited to the regularly scheduled mowing, trimming, pruning, fertilization, pest control, weed and graffiti abatement; installation, replacement and rehabilitation of the landscaping, repair or replacement of irrigation or drainage systems; repair or replacement of hardscape improvements and recreational amenities. The City’s Public Works Department shall authorize and schedule such maintenance and servicing as need and based on available funding.
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EXISTING TRACTS IN DISTRICT
In accordance with the 1972 Act, the District utilizes Tracts to address variations in the nature, location, and extent of the improvements that provide special benefits to parcels in the District. Each Tract is associated with specific improvements and/or types of improvements that provide special benefit to properties within that Tract. The boundaries of each Tract are based on the improvements to be maintained and the relationship and proximity of the developments and properties that derive special benefits from those specific improvements.

As of Fiscal Year, 2021/2022 the District was comprised of the following Tracts and developments:

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ANNEXATION TERRITORY FISCAL YEAR 2022/2023
Tract No. 20275
Generally located at the southeast corner of Monte Vista Road and Luna Road will develop out one hundred thirty-five (135) single-family residential units currently identified by the San Bernardino County Assessor’s Office as parcels 3133-111-01-000. Improvements within this area will are on file with the City.

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Part II — Method of Apportionment

The improvements provided by this District and for which properties within the Annexation Territory are assessed, are identified as local landscaping, and related amenities that were either installed in direct connection with the development of properties to be included within designated Tract No. 20275 or were installed for the benefit of those properties as a result of property development or potential development of those properties and were considered necessary elements for the development of such properties to their full and best use. The formulas used for calculating assessments and the designation of Tract herein reflect the composition of parcels within the Annexation Territory, and the improvements and activities to be provided, and have been designed to fairly apportion the cost of providing those improvements based on a determination of the proportional special benefits to each parcel.

In addition to the provisions of the 1972 Act , Article XIII D of the California Constitution outlines specific requirements regarding assessments including the following:

Article XIII D Section 2d defines District as follows:
“District means an area determined by an agency to contain all parcels which will receive a special benefit from a proposed public improvement or property-related service;” Article XIII D Section 2i defines Special Benefit as follows:
“Special benefit” means a particular and distinct benefit over, and above general benefits conferred on real property located in the district or to the public at large. General enhancement of property value does not constitute “special benefit.”
Article XIII D Section 4a defines proportional special benefit assessments as follows:
“An agency which proposes to levy an assessment shall identify all parcels which will have a special benefit conferred upon them and upon which an assessment will be imposed. The proportionate special benefit derived by each identified parcel shall be determined in relationship to the entirety of the capital cost of a public improvement, the maintenance and operation expenses of a public improvement, or the cost of the property related service being provided. No assessment shall be imposed on any parcel which exceeds the reasonable cost of the proportional special benefit conferred on that parcel.”

BENEFIT ANALYSIS
Landscaping Special Benefit
Trees, landscaping, hardscaping, ornamental structures, and appurtenant facilities, if well maintained, confer a particular and distinct special benefit upon real property within each District by providing beautification, shade and positive enhancement of the community character, attractiveness, and desirability of the surroundings. In addition, all of the aforementioned contributes to a specific increase in property desirability and a specific enhancement of the property value of each parcel within each District which confers a particular and distinct special benefit upon the real property within each District. 1364
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In Parkways and Land Values, written by John Nolan and Henry V. Hubbard in 1937, it is stated:
“... there is no lack of opinion, based on general principals and experience and common sense, that parkways do in fact add value to property, even though the amount cannot be determined exactly.... Indeed, in most cases where public money has been spent for parkways the assumption has been definitely made that the proposed parkway will show a provable financial profit to the City. It has been believed that the establishment of parkways causes a rise in real estate values throughout the City, or in parts of the City...” In The Economic Value of Trees in Urban Areas, written by Phillip Killicoat, Eva Puzio and Randy Stringer in 2002, it is stated:
“Increased property values, increased tax revenues, increased income levels, faster real estate sales turn- over rates, shorter unoccupied periods…have all been linked to tree and landscape presence.” It should be noted that the definition of “parkways” above may include the roadway as well as the landscaping alongside the roadway including City-owned and maintained trees within the public right-of-way.

Landscaping General Benefit
Section 4 of Article XIIID provides that once a local agency, which proposes to impos e assessments on property, has identified those parcels that will have special benefits conferred upon them and upon which an assessment will be imposed, the local agency must next “separate the general benefits from the special benefits conferred,” and only the special benefits can be included in the amount of the assessment imposed.

It has been determined that in most cases, the benefits conferred on other properties or to the public at large is more general in nature and are not consider ed special benefits. For example, the proper maintenance of landscaping and landscape appurtenant facilities within the Districts control dust from blowing onto properties within the Districts but may also indirectly control dust from blowing onto properties outside of the D istricts.

The spraying and treating of landscaping for disease reduces the likelihood of insect infestation and other diseases spreading to landscaping throughout the Districts, but also reduces the likelihood that other properties would be affected. In addition, the proper maintenance of landscaping and landscape ornamental structures provides a positive visual experience to persons passing by the Districts. Although these examples could be considered benefits, they are clearly incidental benefits conferred by the proper maintenance of the improvements and not a direct and special benefit to any properties other than those for which the improvements are maintained. The improvements in the Districts create a common landscape theme and neighborhood identity for the parcels within each residential subdivision. Only the parcels which are within the residential subdivisions will be assessed. Accordingly, there is a direct physical and visual nexus between the parcels being assessed and the funding of the improvements that does not exist for those parcels outside of the District boundaries. Therefore, it has been determined that all improvements provided by the Districts are considered only special benefits for assessment purposes unless otherwise noted. Any portio n of the improvements and the costs associated with those improvements determined to be a quantifiable general benefit will be funded from other revenue sources and will be excluded from the special benefit assessments. 1365
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ASSESSMENT METHODOLOGY
To assess benefits equitably it is necessary to calculate each property’s relative share of the special benefits conferred by the funded improvements and service. The Equivalent Benefit Unit (EBU) method of assessment apportionment is utilized for this Dis trict and establishes a basic unit (base value) of benefit and then calculates the benefit derived by each assessed parcel as a multiple (or a fraction) of that basic unit. The EBU method of apportioning special benefits is typically seen as the most appropriate and equitable assessment methodology for assessment districts, as the benefit to each parcel from the improvements are apportioned as a function of comparable property characteristics which may include but is not limited to land use and property size.

For the purposes of this Engineer's Report, an EBU is the quantum of benefit derived from the various Tract improvements by a single-family residential parcel. The single-family residential parcel has been selected as the basic unit for calculation of assessments. Thus, the "benchmark" property (the single -family residential parcel) derives one EBU of benefit and is assigned 1.00 Equivalent Benefit Unit . Pursuant to the 1972 Act, the costs of the District may be apportioned by any formula or method that fairly distributes the net amount to be assessed, among all assessable parcels in proportion to the estimated benefits to be received by each parcel from the improvements. The benefit formula used for the District should reflect the composition of the parcels, and the improvements and services provided, to fairly apportion the costs based on special benefit to each parcel.

The existing District’s Method of Apportionment utilizes commonly accepted assessment -engineering practices and were established purs uant to the 1972 Act and the provisions of the California Constitution.

The method outlined is based on the premise that each assessed parcel receives benefit from the improvements maintained and financed by the District’s assessments. The desirability of properties within each Tract is enhanced by the presence of well-maintained landscaping in close proximity to those properties.

The following table provides the weighting factors to various land-use types and parcel sizes as reported by the most current year’s San Bernardino County Assessor’s Secured Roll, which determines each parcel’s EBU assignment:

LAND USE EQUIVALENT BENEFIT

UNIT FACTOR
NO. OF

PARCELS MULTIPLIER
Single-Family Residential 1 5,993 Per Benefit Unit
Reduced Single-Family Residential 1 563 Per Benefit Unit TOTAL 6,556
Note: Number of parcels currently listed in the District are before annexation Exempt Properties
Publicly-owned open space including, but not limited to, the parks, recreation fields or other vacant lands are not assessed since the property exists for the benefit of other land uses in the District. Vacant property that cannot be developed for residential, commercial or industrial uses is not assessed. This includes, but is not limited to, public streets, utility easements, rights-of-way, common areas, landlocked parcels and parcels that are too small for development. Additionally, utility rights -of-ways, easements, drainage channels, drainage 1366
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basins, and parcels that are used solely for the purpose of accessing entry to other parcels, and those parcels that have been vacated by the City that have little to no value and do not benefit from the improvements are also exempted from assessment.

Annual Inflationary Adjustment (Assessment Range Formula) It is recognized that the cost of providing for the improvements described in Part I – Plans and Specifications of this Report will inevitably increase over time as a result of inflation and that any “new or increased assessments” require certain noticing and balloting requirements pursuant to Article XIIID of the California Constitution (Proposition 218). However, Government Code Section 54954.6(a) provides that a “new or increased assessment” does not include “an assessment which does not exceed an assessment formula or range of assessments...previously adopted by the agency or approved by the voters in the area where the assessment is imposed.” This definition of a or increased assessment is reaffirmed in the Proposition 218 Omnibus Implementation Act, Government Code Section 53753.5.

In order to assure that the improvement funding is sufficient in the future to address the ongoing maintenance and replacement cost increases that naturally occur over time due to inflation, the special benefit assessments being presented to the property owners in the ballot proceeding conducted in connection with this Report includes an annual inflationary adjustment (assessment range formula). This inflationary adjustment formula provides for the Fiscal Year 2022/2023 maximum assessments (initial maximum assessment rate) established herein for the Annexation Territory to increase by an amount equal to the annual percentage increas e of the Local Consumer Price Index (CPI) for “All Urban Consumers” for the Riverside-San Bernardino-Ontario Areas (January of the given year from the previous January or similar period).

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Part III — Estimate of Costs

The 1972 Act provides that the estimated costs of the improvements shall include the total cost of the improvements, including incidental expenses.

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Annexation Territory Budget Fiscal Year 2022/2023
DESCRIPTION Tract 20275
UTI
LITIES-ELECTRICITY $163
UTILITIES-WATER USAGE 2,717
TELEPHONE 225
UTILITIES SUB-TOTAL $3,105
CITY ADMINISTRATION $1,373
CONSULTING SERVICES 101
COUNTY FEES 31
ADMINISTRATION SUB-TOTAL $1,505
MAINTENANCE STAFF SALARY AND BENEFITS $3,021
CONTRACT SERVICES 7,898
GROUNDS MAINTENANCE 378
IRRIGATION MAINTENANCE 741
INFRASTRUCTURE REPAIRS 31
VEHICLES AND EQUIPMENT 393
TOOLS AND SMALL EQUIPMENT 134
VANDALISM/ACCIDENTS 2,329
MAINTENANCE SUB-TOTAL $14,925
EXPENDITURE BUDGET $19,535
BALANCE TO LEVY $19,535
Equivalent Benefit Units at Build Out 135.00
Equivalent Benefit Unit-Not Built 1.00
FY 2022/23 Assessment Rate $144.70
FY 2022/23 Assessment Rate Not Built $1.00
FY 2022/23 Max. Allowable Assessment per Benefit Unit $157.12 FY 2022/23 Max. Allowable Assessment per Benefit Unit-Not Build Out $1.00 FISCAL YEAR 2022/2023 BUDGETS

Note: The budget represents the Tract’s fair share of cost if developed and levied in Fiscal Year 2022/23. The budget has been rounded to the nearest dollar.

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Part IV — Boundary Diagram
The Fiscal Year 2022/2023 District Diagram on the following page shows the diagram for Tract No. 20275. 1370
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The following is the lot and parcel of land (parcel) within the Annexation Territory and the corresponding maximum assessments being set for Fiscal Year 2022/2023.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

VICTORVILLE INITIATING PROCEEDINGS FOR THE ANNEXATION OF TERRITORY, TRACT NO. 20275 TO VICTORVILLE DRAINAGE
FACILITIES ASSESSMENT DISTRICT NO. 1 (DFAD NO. 1) AND THE

LEVY AND COLLECTION OF ASSESSMENTS RELATED THERETO
COMMENCING WITH FISCAL YEAR 2023/2024
WHEREAS, pursuant to the Landscaping and Lighting Act of 1972, Streets and Highways Code section 22500 et seq., (hereinafter the “Act”) to provide for the continued maintenance, operation and servicing of the landscaping improvements installed in and around the drainage facility; and
WHEREAS, the City Council has by previous resolutions established and levied annual assessments for the DFAD No. 1 (hereinafter referred to as the “District”), pursuant to the provisions of the Landscaping and Lighting Act of 1972, being Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (hereinafter referred to as the “Act”) that provides for the collection of assessments by the County of San Bernardino on behalf of the City to pay for the annual maintenance and servicing of local landscaping and lighting improvements and facilities related thereto; and
WHEREAS, the City Council desires to initiate proceedings for the annexation of territory to the District consisting of Assessor Parcel Number book 3133, page 111, parcels 01, tentative map Tract No. 20275 (“Tract No. 20275”) and to levy and collect an annual assessment against the lot and parcel of land within Tract No. 20275 commencing in fiscal year 2023/2024 to pay for the operation, maintenance and servicing of local landscaping improvements, and appurtenant facilities related thereto that will provide special benefits to the property pursuant to the Act and the provisions of the California Constitution Article XIIID (hereafter referred to as the “California Constitution”); and, WHEREAS, the City has retained Willdan Financial Services as the Engineer of Work, for the purpose of assisting with the annexation of territory designated as Tract No. 20275, the establishment of an annual assessment, and to prepare and file an Engineer’s Report with the City Clerk in accordance with Chapter 4 Article 2 of the Act and the provisions of the California Constitution.

WHEREAS, Section 22605 of the Act permits the City Council to make changes in the organization of an assessment district, including the detachment of territory from an existing assessment district under Act Section 22609 and annexation of territory to an existing assessment under Act Section 22608; and
WHEREAS, in November of 1996, California voters adopted Proposition 218, which among other things, added Article XIIID to the California Constitution (hereinafter the “California Constitution”) to impose additional procedures that local agencies must follow prior to adopting new or increasing existing assessments; and 1374
WHEREAS, Tract No. 20275 will contribute to paying for the landscaping area in and around the drainage facility along with other Tracts within the boundaries of DFAD No. 1; and
WHEREAS, the City Council finds that Tract No. 20275 should be considered for annexation to DFAD No. 1, based upon requests by property owners for said annexation, the similarity of existing improvements to be serviced, and a need to better provide for the ongoing maintenance of landscape and irrigation improvements in the designated areas of said tract; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with definitions set forth therein, are hereby made part of this Resolution by this reference.

Section 2. Proposed Annexation/Detachment Initiated.

That the City Council hereby initiates proceedings in accordance with the provisions of the Act, the California Constitution, and Government Code section 53753 for the proposed annexation of Tract No. 20275 to DFAD No. 1.

Section 3. Designation of Annexation Area.

That the proposed area to be annexed to DFAD No. 1 is designated as all the territory within the boundaries described in the map attached hereto as Exhibit A and made a part of this Resolution by this reference (“Tract No. 20275”).

Section 3: Proposed Improvements.

The proposed improvements and services to be provided and for which the property shall be assessed, include but are not limited to the regular maintenance, operation and incidental expenses related to the landscaping and irrigation improvements within the public right-of-ways or easements associated with the properties within DFAD No. 1 that shall be maintained by the City for the special benefit of the properties therein.

The Engineer’s Report to be prepared in connection with these proceedings shall provide a more detailed description of the improvements and associated costs.

Section 4: Annual Special Benefit Assessment
The City Council hereby determines that in order to provide an appropriate level of maintenance and related services and activities for the improvements within DFAD No. 1 as generally described in Section 3 of this resolution, it is necessary to levy an annual special benefit assessment on the lot and parcel within DFAD No. 1, Tract No. 20275 identified in this resolution, commencing in fiscal year 2023/2024. 1375
Section 5: Designation of Engineer; Engineer’s Report
The City Council hereby orders the Assessment Engineer to prepare and file with the City Clerk an Engineer's Report concerning the proposed annexation of Tract No, 20275 into DFAD No. 1, and the proposed levy of special benefit assessment for the property beginning the fiscal year commencing July 1, 2023, and ending June 30, 2024, in accordance with Chapter 3 Section 22622 of the Act. Said Engineer’s Report shall establish the estimated budget of anticipated expenses and the resulting proposed maximum assessment including an annual inflationary adjustment, which will be necessary to provide ongoing funding for the maintenance and servicing of the improvements being proposed; and the assessment so described may only be imposed pursuant to the provisions of the Act and the California Constitution, Article XIIID.

Section 6. Effective Date.

That this Resolution shall be effective immediately upon its adoption. 1376
Exhibit A
1377
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3 6
3 Attachment D
Resolution No. 22-062
1378
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3 RESOLUTION NO. 22-062

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

VICTORVILLE INITIATING PROCEEDINGS FOR THE ANNEXATION OF TERRITORY, TRACT NO.20275 TO VICTORVILLE LANDSCAPE
MAINTENANCE ASSESSMENT DISTRICT NO. 6 (LMAD NO. 6) AND

THE LEVY AND COLLECTION OF ASSESSMENTS RELATED
THERETO COMMENCING WITH FISCAL YEAR 2023/2024
WHEREAS, pursuant to the Landscaping and Lighting Act of 1972, Streets and Highways Code section 22500 et seq., (hereinafter the “Act”) to provide for the continued maintenance, operation and servicing of the public landscaping improvements installed within its boundaries; and
WHEREAS, the City Council has by previous resolutions established and levied annual assessments for the LMAD No. 6 (hereinafter referred to as the “District”), pursuant to the provisions of the Landscaping and Lighting Act of 1972, being Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (hereinafter referred to as the “Act”) that provides for the collection of assessments by the County of San Bernardino on behalf of the City to pay for the annual maintenance and servicing of local landscaping and lighting improvements and facilities related thereto; and
WHEREAS, the City Council desires to initiate proceedings for the annexation of territory to the District consisting of Assessor Parcel Number book 3133, page 111, parcels 01, tentative map Tract No. 20275 (“Tract No. 20275”) and to levy and collect an annual assessment against the lot and parcel of land within Tract No. 20275 commencing in fiscal year 2023/2024 to pay for the operation, maintenance and servicing of local landscaping improvements, and appurtenant facilities related thereto that will provide special benefits to the property pursuant to the Act and the provisions of the California Constitution Article XIIID (hereafter referred to as the “California Constitution”); and, WHEREAS, the City has retained Willdan Financial Services as the Engineer of Work, for the purpose of assisting with the annexation of territory designated as Tract No. 20275, the establishment of an annual assessment, and to prepare and file an Engineer’s Report with the City Clerk in accordance with Chapter 4 Article 2 of the Act and the provisions of the California Constitution.

WHEREAS, Section 22605 of the Act permits the City Council to make changes in the organization of an assessment district, including the detachment of territory from an existing assessment district under Act Section 22609 and annexation of territory to an existing assessment under Act Section 22608; and
WHEREAS, in November of 1996, California voters adopted Proposition 218, which among other things, added Article XIIID to the California Constitution (hereinafter the “California Constitution”) to impose additional procedures that local agencies must follow prior to adopting new or increasing existing assessments; and 1379
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3 WHEREAS, Tract No. 20275 contains public landscaping areas and related improvements which are similar in nature and type to those of tracts within the boundaries of LMAD No. 6; and
WHEREAS, the City Council finds that Tract No. 20275 should be considered for annexation to LMAD No. 6, based upon requests by property owners for said annexation, the similarity of existing improvements to be serviced, and a need to better provide for the ongoing maintenance of landscape and irrigation improvements in the designated areas of said tract; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with definitions set forth therein, are hereby made part of this Resolution by this reference.

Section 2. Proposed Annexation/Detachment Initiated.

Section 3. Designation of Annexation Area.

That the proposed area to be annexed to LMAD No. 6 is designated as all the territory within the boundaries described in the map attached hereto as Exhibit A and made a part of this Resolution by this reference (“Tract No. 20275”).

Section 3: Proposed Improvements.

The proposed improvements and services to be provided and for which the property shall be assessed, include but are not limited to the regular maintenance, operation and incidental expenses related to the landscaping and irrigation improvements within the public right-of-ways or easements associated with the properties within LMAD No. 6 that shall be maintained by the City for the special benefit of the properties therein.

The Engineer’s Report to be prepared in connection with these proceedings shall provide a more detailed description of the improvements and associated costs.

Section 4: Annual Special Benefit Assessment
The City Council hereby determines that in order to provide an appropriate level of maintenance and related services and activities for the improvements within LMAD No. 6 as generally described in Section 3 of this resolution, it is necessary to levy an annual special benefit assessment on the lot and parcel within LMAD No. 6, Tract No. 20275 identified in this resolution, commencing in fiscal year 2023/2024. 1380
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3 6
3 Section 5: Designation of Engineer; Engineer’s Report The City Council hereby orders the Assessment Engineer to prepare and file with the City Clerk an Engineer's Report concerning the proposed annexation of Tract No. 20275 into LMAD No. 6, and the proposed levy of special benefit assessment for the property beginning the fiscal year commencing July 1, 2023, and ending June 30, 2024, in accordance with Chapter 3 Section 22622 of the Act. Said Engineer’s Report shall establish the estimated budget of anticipated expenses and the resulting proposed maximum assessment including an annual inflationary adjustment, which will be necessary to provide ongoing funding for the maintenance and servicing of the improvements being proposed; and the assessment so described may only be imposed pursuant to the provisions of the Act and the California Constitution, Article XIIID.

Section 6. Effective Date.

That this Resolution shall be effective immediately upon its adoption. 1381
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3 6
3 Exhibit A
1382
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2 Attachment E
Resolution No. 22-063
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2 RESOLUTION NO. 22-063

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VICTORVILLE PRELIMINARILY APPROVING THE ENGINEER’S
REPORT FILED IN SUPPORT OF ANNEXATION OF TRACT MAP NO.
20275 TO VICTORVILLE DRAINAGE FACILITIES ASSESSMENT
DISTRICT NO. 1
WHEREAS, on July 19 th, the City Council of the City of Victorville (the “City Council”) adopted a Resolution initiating proceeding for annexing Tract Map No. 20275 to the City of Victorville Drainage Facilities Assessment District No. 1 (“DFAD No. 1”) to provide for the continued maintenance, operation, and servicing of certain landscape improvements is said tract; and
WHEREAS, the provisions of the Landscaping and Lighting Act of 1972, Streets and Highways Code section 22500 et seq. (the “Act”), the applicable provisions of Proposition 218 (Article XIIID of the California Constitution), and Government Code section 53753, (collectively hereinafter the “California Constitution”), the City Engineer or representative has prepared and filed an engineer’s report (the “Report”) with the City Clerk relating to the annexation of said tract, which is now being submitted to the City Council for consideration and preliminary approval.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with the definitions set forth therein, are hereby made part of this Resolution by this reference.

Section 2. Contents of Engineer’s Report.

That the Report for the Annexation of Tract Map No. 20275 to DFAD No.1 presented for City Council consideration contains the following:
a. A description of the Improvements (Plans and Specifications); and b. The Method of Apportionment of the Assessment detailing the method of calculating the proportional special benefits and the annual assessment obligation for each affected parcel, including a description of the Cost Inflator and Utility Increase formulas that provide for annual inflationary adjustments to the maximum assessment rate currently in effect in DFAD No. 1; and c. The Estimate of Costs (including the costs of annexation) for providing the improvements and services, and the current maximum assessment rate for properties in DFAD No.1; and
d. An Assessment Diagram (Boundary Map); and
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2 e. An Assessment Roll containing the assessment to be levied for each Assessors’ Parcel Number (APN), attached hereto as Exhibit A, within Tract Map No. 20275 in accordance with the Estimate of Costs.

Section 3. Approval of Engineer’s Report.

That the Report presented together with this Resolution is hereby approved on a preliminary basis, as submitted, or amended by direction of the City Council and is hereby ordered to be filed in the Office of the City Clerk as a permanent record and to remain open to public inspection.

Section 4. Effective Date.

That this Resolution shall be effective immediately upon its adoption.

Section 5. Certification.

That the City Clerk shall certify to the passage and adoption of this Resolution; shall enter the same in the book of original Resolutions of the City; and shall make a minute of passage and adoption thereof in the records of the proceedings of the City Council, in the minutes of the meeting at which the Resolution is passed and adopted. 1385
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2 EXHIBIT A
ASSESSOR’S PARCEL NUMBERS
APN Tract
No. Owner Land Use EBU
Maximum
Rate Per
Assessment
Unit
2022/2023
Maximum
Assessme
nt
2022/2023
3133-111-01-0000 20275 KB Home Greater
Los Angeles Inc.

Single Family
Residential 135.00 $221.75 $29.936.25
1386
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4 Attachment F
Resolution No. 22-071
1387
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4 RESOLUTION NO. 22-071

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VICTORVILLE PRELIMINARILY APPROVING THE ENGINEER’S
REPORT FILED IN SUPPORT OF ANNEXATION OF TRACT MAP NO.
20275 TO VICTORVILLE LANDSCAPE MAINTENANCE ASSESSMENT
DISTRICT NO. 6
WHEREAS, on July 19 th, the City Council of the City of Victorville (the “City Council”) adopted a Resolution initiating proceeding for annexing Tract Map No. 20275 to the City of Victorville Landscape Maintenance Assessment District No. 1 (“LMAD No. 6”) to provide for the continued maintenance, operation, and servicing of certain landscape improvements is said tract; and
WHEREAS, the provisions of the Landscaping and Lighting Act of 1972, Streets and Highways Code section 22500 et seq. (the “Act”), the applicable provisions of Proposition 218 (Article XIIID of the California Constitution), and Government Code section 53753, (collectively hereinafter the “California Constitution”), the City Engineer or representative has prepared and filed an engineer’s report (the “Report”) with the City Clerk relating to the annexation of said tract, which is now being submitted to the City Council for consideration and preliminary approval.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with the definitions set forth therein, are hereby made part of this Resolution by this reference.

Section 2. Contents of Engineer’s Report.

That the Report for the Annexation of Tract Map No. 20275 to LMAD No. 6 presented for City Council consideration contains the following:
a. A description of the Improvements (Plans and Specifications); and b. The Method of Apportionment of the Assessment detailing the method of calculating the proportional special benefits and the annual assessment obligation for each affected parcel, including a description of the Cost Inflator and Utility Increase formulas that provide for annual inflationary adjustments to the maximum assessment rate currently in effect in LMAD No. 6; and c. The Estimate of Costs (including the costs of annexation) for providing the improvements and services, and the current maximum assessment rate for properties in LMAD No. 6; and
d. An Assessment Diagram (Boundary Map); and
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4 e. An Assessment Roll containing the assessment to be levied for each Assessors’ Parcel Number (APN), attached hereto as Exhibit A, within Tract Map No. 20275 in accordance with the Estimate of Costs.

Section 3. Approval of Engineer’s Report.

Section 4. Effective Date.

That this Resolution shall be effective immediately upon its adoption.

Section 5. Certification.

That the City Clerk shall certify to the passage and adoption of this Resolution; shall enter the same in the book of original Resolutions of the City; and shall make a minute of passage and adoption thereof in the records of the proceedings of the City Council, in the minutes of the meeting at which the Resolution is passed and adopted. 1389
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4 EXHIBIT A
ASSESSOR’S PARCEL NUMBERS
APN Tract
No. Owner Land Use EBU
Maximum
Rate Per
Assessment
Unit
2022/2023
Maximum
Assessme
nt
2022/2023
3133-111-01-0000 20275 KB Home Greater Los
Angeles Inc.

Single Family
Residential 135.00 $157.12 $21,211.20
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6 Attachment G
Resolution No. 22-072
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6 RESOLUTION NO. 22-072

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VICTORVILLE DECLARING ITS INTENTION TO ANNEX TRACT MAP NO. 20275 TO VICTORVILLE DRAINAGE FACILITIES ASESSMENT DISTRICT NO. 1, TO LEVY ASSESSMENTS ON TRACT MAP NO. 20275 FOR FISCAL YEAR 2023/2024;

SETTING A PUBLIC HEARING ON THE PROPOSED ANNEXATION AND ASSESSMENTS; AND ORDERING HEARING NOTICES AND ASSESSMENT BALLOTS TO BE MAILED TO THE PROPERTY OWNERS IN TRACT MAP NO. 20275
WHEREAS, the City Council of the City of Victorville (the “City”) pursuant to the provisions of the Landscaping and Lighting Act of 1972, being Part 2, Division 15 of the California Streets and Highways Code, commencing with Section 22500 (hereafter referred to as the “Act”), did initiate proceedings for the annexation of territory to the Drainage Facilities Assessment District No. 1 (hereafter referred to as the “DFAD No. 1”), consisting of Assessor Parcel Number book 3133, page 111 parcel 01, Tract Map No. 20275, and the proposed levy and collection of annual special benefit assessment related thereto commencing in Fiscal Year 2023/2024; and,
WHEREAS, the City Council desires to annex Tract No. 20275 into DFAD No. 1, and to levy and collect an annual assessment against the lot and parcel of land within said territory to pay the cost and expenses related to the maintenance, servicing and operation of landscape improvements in and around drainage facility that provide special benefits to the parcels of land therein as authorized by the Act and the provisions of the California Constitution Article XIIID (hereafter referred to as the “California Constitution”); commencing in Fiscal Year 2023/2024, if no majority protest exist and, WHEREAS, the Assessment Engineer of Work, Willdan has prepared and filed with the City Clerk an Engineer’s Report (hereafter referred to as the “Report”) in connection with such annexation proceedings and the proposed levy of assessment commencing with fiscal year 2023/2024 (said fiscal year beginning July 1, 2023, ending June 30, 2024); in accordance with the Act and the California Constitution; and said Report has been presented to the City Council.

WHEREAS, pursuant to Article XIIID of the California Constitution, Sections 22605 through 22608 and 22588 of the Act, and Government Code section 53753, the City Council desires to set a public hearing on for the proposed annexation of Tract Map No. 20275 into DFAD No. 1, and to further order the mailing of notices and assessment ballots to the property owners in Tract Map No. 20275; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with the definitions set forth therein, are hereby made part of this Resolution by this reference. 1392
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6 Section 2. Territory.

The territory of land to be annexed to the District incorporates all of the lots and parcels of land that will receive a special benefit from the improvements to be maintained, operated, and serviced through DFAD No. 1 and those lots and parcels of land are inclusive of Assessor Parcel Number book 3133, page 111, parcel 01, which is planned to develop out to 135 Single-Family Residential lots.

Section 3. Improvements.

That the proposed improvements to be provided, and for which the properties in Tract Map No. 20275 shall then be assessed following said annexation, are the regular maintenance, servicing, rehabilitation, and irrigation of the landscaping within the DFAD No. 1. Exhibit A outlines a preliminary budget based the overall expenses for DFAD No. 1 for Fiscal Year 2022/2023, complete budget for DFAD No. 1 can be found in the consolidated Drainage Facilities Assessment District Engineer’s Report on file with the City Clerk. Said improvements have been determined to be of special benefit to said properties.

Section 4. Intention to Annex and Levy Assessments.

The City Council hereby declares its intention to annex the territory of land to the DFAD No. 1 designated as Tract No. 20275, and to levy and collect annual assessment against the parcel of land within said territory to fund the ongoing cost and expenses of maintaining, operating, and servicing the improvements determined to be of special benefit to the parcel of land therein as outlined in the Engineer’s Report prepared in connection therewith, commencing in fiscal year 2023/2024. The City Council finds that the public’s best interest requires such action and levy of assessments Section 5. Public Hearing.

The City Council hereby declares its intention to conduct a public hearing concerning the levy of assessments for Tract No. 20275 in accordance with Government Code, Section 54954.6 and California Constitution, Article XIIID, Section 4(e); and, notice is hereby given that a public hearing on these matters will be held by the City Council on September 6, 2022, at 6:00 P.M., or as soon thereafter as feasible, in the City Council Chambers located at 14343 Civic Drive, Victorville, California 92392. At the Public Hearing, all interested persons shall be afforded the opportunity to hear and be heard.

Section 6. Assessment Balloting.

Pursuant to Article XIIID of the California Constitution, an assessment ballot proceeding is hereby called on the matter of confirming the proposed assessment for Tract No. 20275. The ballots and notices so authorized shall be distributed by first class mail to the property owners of record as of the last County equalized roll, and property owner or owners of each affected parcel may return the ballot by mail or in person to the City Clerk not later than the conclusion of the public hearing for these matters.

Section 7. Notice and Ballots.

The City Council hereby authorizes and directs the City Clerk or their designee 1393
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6 to prepare and mail notice of the Public Hearing and property owner protest ballots to the property owners of record regarding the proposed assessment including the assessment range formula as outlined in the Report, for return receipt prior to the date and time of the public hearing set forth in this Resolution; and, the notice of the hearing and ballot shall be distributed by first class mail to the property owner(s) of record for each parcel within Tract No. 20275 subject to an assessment, not less than 45 days before the date of the public hearing pursuant to the California Constitution.

Section 8. Protest Proceedings.

The property owner protest ballot proceeding conducted for Tract No. 20275 shall constitute the property owners’ approval or rejection of the annual levy of assessments and assessment range formula described in the Report presented and approved by the City Council. The property owner may return the ballot by mail or in person to the City Clerk no later than the conclusion of the public hearing scheduled for September 6, 2022. After the close of the Public Hearing, pursuant to Section 4 (e) of the California Constitution, the City Clerk or their designee shall open and tabulate the ballots returned to determine if majority protest exists. Only those ballots issued by or on behalf of the City and signed by the property owner of record or authorized representative, shall be considered as valid ballots, and shall be weighted according to the proportional financial obligation of each affected property. Majority protest exists if, upon the conclusion of the hearing, valid ballots submitted in opposition to the assessment exceed the ballots submitted in favor of the assessment; and, in addition to the ballot proceedings, property owners may also file a separate written protest with the City Clerk prior to the conclusion of the hearing, or having previously filed such protest, may file a written withdrawal of that protest. A written protest shall state all grounds of objection and shall contain a description sufficient to identify the property owned by such property owner. At the public hearing, all interested persons shall be afforded the opportunity to hear and be heard.
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6 EXHIBIT A

DESIGNATED LANDSCAPE MAINTENANCE AREA
ESTIMATE OF BUDGET FOR FISCAL YEAR 2022/2023, DFAD NO. 1, TRACT NO. 20275 PROPOSED TO BE ANNEXED FOR FISCAL YEAR
2022- 2023
APN: 3133-111-01-0000
FISCAL YEAR 2022/2023 BUDGET
DESCRIPTION Tract 20275
UTILITIES-ELECTRICITY $7
UTILITIES-WATER USAGE 361
TELEPHONE 72
UTILITIES SUB-TOTAL $440
CITY ADMINISTRATION $3,877
CONSULTING SERVICES 108
COUNTY FEES 64
ADMINISTRATION SUB-TOTAL $4,049
MAINTENANCE STAFF SALARY AND BENEFITS $12,375
CONTRACT SERVICES 5,549
GROUNDS MAINTENANCE 823
IRRIGATION MAINTENANCE 330
INFRASTRUCTURE REPAIRS 361
VEHICLES AND EQUIPMENT 412
TOOLS AND SMALL EQUIPMENT 506
VANDALISM/ACCIDENTS 3,973
MAINTENANCE SUB-TOTAL $24,330
EXPENDITURE BUDGET $28,819
GENERAL BENEFIT CONTRIBUTION $0
RESERVE COLLECTION/CONTRIBUTION 403
BALANCE TO LEVY $29,222
Equivalent Benefit Units at Built-Out 135.00
Equivalent Benefit Unit-Not Built Current FY 2022/23 1.00 FY 2022/23 Assessment Rate $216.46
FY 2022/23 Assessment Rate Not Built $1.00
FY 2022/23 Max. Allowable Assessment per Benefit
Unit- Built
$221.75
FY 2022/23 Max. Allowable Assessment per Benefit
Unit-Not Built
$1.00
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7 Attachment H
Resolution No. 22-073
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7 RESOLUTION NO. 22-073

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VICTORVILLE DECLARING ITS INTENTION TO ANNEX TRACT MAP NO. 20275 TO VICTORVILLE LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 6, TO LEVY ASSESSMENTS ON TRACT MAP NO. 20275 FOR FISCAL YEAR 2023/2024;

SETTING A PUBLIC HEARING ON THE PROPOSED ANNEXATION AND ASSESSMENTS; AND ORDERING HEARING NOTICES AND ASSESSMENT BALLOTS TO BE MAILED TO THE PROPERTY OWNERS IN TRACT MAP NO. 20275
WHEREAS, the City Council of the City of Victorville (the “City”) pursuant to the provisions of the Landscaping and Lighting Act of 1972, being Part 2, Division 15 of the California Streets and Highways Code, commencing with Section 22500 (hereafter referred to as the “Act”), did initiate proceedings for the annexation of territory to the Landscape Maintenance Assessment District No. 6 (hereafter referred to as the “LMAD No. 6”), consisting of Assessor Parcel Number book 3133, page 111 parcel 01, Tract Map No. 20275, and the proposed levy and collection of annual special benefit assessment related thereto commencing in Fiscal Year 2023/2024; and, WHEREAS, the City Council desires to annex Tract No. 20275 into LMAD No. 6, and to levy and collect an annual assessment against the lot and parcel of land within said territory to pay the cost and expenses related to the maintenance, servicing and operation of local landscape improvements that provide special benefits to the parcels of land therein as authorized by the Act and the provisions of the California Constitution Article XIIID (hereafter referred to as the “California Constitution”); commencing in Fiscal Year 2023/2024, if no majority protest exist and,
WHEREAS, the Assessment Engineer of Work, Willdan has prepared and filed with the City Clerk an Engineer’s Report (hereafter referred to as the “Report”) in connection with such annexation proceedings and the proposed levy of assessment commencing with fiscal year 2023/2024 (said fiscal year beginning July 1, 2023, ending June 30, 2024); in accordance with the Act and the California Constitution; and said Report has been presented to the City Council.

WHEREAS, pursuant to Article XIIID of the California Constitution, Sections 22605 through 22608 and 22588 of the Act, and Government Code section 53753, the City Council desires to set a public hearing on for the proposed annexation of Tract Map No. 20275 into LMAD No. 6, and to further order the mailing of notices and assessment ballots to the property owners in Tract Map No. 20275; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

That the recitals set forth above are true and correct, and together with the definitions set forth therein, are hereby made part of this Resolution by this reference. 1397
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7 Section 2. Territory.

The territory of land to be annexed to the District incorporates all of the lots and parcels of land that will receive a special benefit from the improvements to be maintained, operated, and serviced through LMAD No. 6 and those lots and parcels of land are inclusive of Assessor Parcel Number book 3133, page 111, parcel 01, which is planned to develop out to 135 Single-Family Residential lots.

Section 3. Improvements.

That the proposed improvements to be provided, and for which the properties in Tract Map No. 20275 shall then be assessed following said annexation, are the regular maintenance, servicing, rehabilitation, and irrigation of the landscaping within the LMAD No. 6. Exhibit A outlines a preliminary budget based the overall expenses for LMAD No. 6 for Fiscal Year 2022/2023, complete budget for LMAD no. 6 can be found in the consolidated Landscape Maintenance Assessment District Engineer’s Report on file with the City Clerk. Said improvements have been determined to be of special benefit to said properties.

Section 4. Intention to Annex and Levy Assessments.

The City Council hereby declares its intention to annex the territory of land to the LMAD No. 6 designated as Tract No. 20275, and to levy and collect annual assessment against the parcel of land within said territory to fund the ongoing cost and expenses of maintaining, operating, and servicing the improvements determined to be of special benefit to the parcel of land therein as outlined in the Engineer’s Report prepared in connection therewith, commencing in fiscal year 2023/2024. The City Council finds that the public’s best interest requires such action and levy of assessments Section 5. Public Hearing.

Section 6. Assessment Balloting.

Section 7. Notice and Ballots.

The City Council hereby authorizes and directs the City Clerk or their designee 1398
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7 to prepare and mail notice of the Public Hearing and property owner protest ballots to the property owners of record regarding the proposed assessment including the assessment range formula as outlined in the Report, for return receipt prior to the date and time of the public hearing set forth in this Resolution; and, the notice of the hearing and ballot shall be distributed by first class mail to the property owner(s) of record for each parcel within Tract No. 20275 subject to an assessment, not less than 45 days before the date of the public hearing pursuant to the California Constitution.

Section 8. Protest Proceedings.

DESIGNATED LANDSCAPE MAINTENANCE AREA
ESTIMATE OF ANNEXATION COSTS FOR FISCAL YEAR 2022/2023
TRACT MAP NO, 20275 PROPOSED TO BE ANNEXED INTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 6 FOR FISCAL YEAR 2022- 2023
APN: 3133-111-01-0000
ESTIMATED FISCAL YEAR 2022/2023 BUDGETS
DESCRIPTION Tract 20275
UTILITIES-ELECTRICITY $163
UTILITIES-WATER USAGE 2,717
TELEPHONE 225
UTILITIES SUB-TOTAL $3,105
CITY ADMINISTRATION $1,373
CONSULTING SERVICES 101
COUNTY FEES 31
ADMINISTRATION SUB-TOTAL $1,505
MAINTENANCE STAFF SALARY AND BENEFITS $3,021
CONTRACT SERVICES 7,898
GROUNDS MAINTENANCE 378
IRRIGATION MAINTENANCE 741
INFRASTRUCTURE REPAIRS 31
VEHICLES AND EQUIPMENT 393
TOOLS AND SMALL EQUIPMENT 134
VANDALISM/ACCIDENTS 2,329
MAINTENANCE SUB-TOTAL $14,925
EXPENDITURE BUDGET $19,535
BALANCE TO LEVY $19,535
Equivalent Benefit Units at Build Out 135.00
Equivalent Benefit Unit-Not Built 1.00
FY 2022/23 Assessment Rate $144.70
FY 2022/23 Assessment Rate Not Built $1.00
FY 2022/23 Max. Allowable Assessment per
Benefit Unit $157.12
FY 2022/23 Max. Allowable Assessment per
Benefit Unit-Not Build Out $1.00
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Attachment I
Petition from Developers
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Item Number: 19
City Council / Board of Directors
Written Communications
Meeting of: July 19, 2022
Submitted By:

Brian Gengler, City Engineer
Subject:

On-Call Water Engineering Services - Agreement with Water Systems Consulting, Inc.

Recommendation:

That the Honorable Victorville Water District Board of Directors approve the Consultant/Professional Services Provider Agreement with Water Systems Consulting, Inc., in an amount not to exceed of $236,610.00 for performing water feasibility studies, water supply assessment studies, and general water planning assistance.

Fiscal Impact:

This action will result in a fiscal impact of $236,610.00. An additional appropriation is not required. There are sufficient funds in the account to cover the planned expenses. This project will be funded entirely from Fund No. 410, the Water Fund.

Budget Account Number: 4104500-52300 – Water Engineering Contract Services Budget Amount: $282,000.00
Background:

At the June 18, 2019, Board meeting, the Victorville Water District (the District) Board approved a consultant/professional services provider agreement with Water Systems Consultants, Inc., (WSC) to provide on-call water engineering services for water feasibility studies, water supply assessments, and general water planning assistance.

WSC has worked closely with the District since 2014 to complete a variety of tasks which include but are not limited to: updating the District’s 2015 and 2020 Urban Water Management Plans and the 2021 Water Master Plan. In addition, through ongoing on-call water engineering services contracts, WSC performs water feasibility (technical) studies, State mandated water supply assessment studies, and maintains and updates the District’s water hydraulic model.
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On-Call Water Engineering Services
The following summary describes the anticipated tasks for on-call water engineering services totaling $200,000.00:
 Prepare Water Feasibility Studies: These studies give the District a clear understanding of the proposed development’s impact on the District’s existing water system and identify any system improvements that may be necessary to ensure the District can maintain reliable service to the existing and future customers.  Prepare Water Supply Assessment: These studies provide a detailed analysis to address the potential impact of large development water demands on water supply conditions over a 20-year period based on normal, single dry, and multiple dry years.

These studies are required per California Water Code § 10910 (Senate Bill 610; land use and water supplies).
 Maintain and Run Water Model: Maintain District’s InfoWater hydraulic model by updating the model with new developments, water improvement projects, and any other changes to the District’s water system. This task also includes providing hydraulic model training for the District’s staff to perform independent hydraulic analysis.
 Other Water Engineering Duties: Provide on an as-needed basis general water planning assistance to District staff.

Discussion:

In addition to providing the future above listed on-call services, there are remaining services which WSC will complete. These on-going (remaining) tasks were authorized under the on-call water engineering services contract, which expired on June 30, 2022.

The consultant was paid only for the services completed to date and the remaining balance to complete the tasks is $36,610.00. The following tasks will be carried over to the new agreement:
 Complete a water supply assessment for the Ottawa Business Center.  Complete water feasibility studies for a commercial development at the southeast corner of Dos Palmas and Highway 395 and a 48-lot single family residential tract.  Assist the District with optimizing the Area 5 Pipeline Replacement (recommended in the 2021 Water Master Plan) to avoid crossing I-15 via a jack-and-bore across Mojave Drive and evaluate alternatives.
 Assist the District in completing the 2022 Annual Water Supply and Demand Assessment (AWSDA) reporting requirements as specified in § 10632.1 of the California Water Code and demonstrate compliance with the Governor’s Executive Order N-7-22.

Continuing with Water Systems Consulting, Inc.

Victorville Municipal Code §2.28.280(a) & (c), “Award of consultants/professional services contracts based upon competence,” allows using professional services or consulting contracts with qualified consultants on file with the City. Staff proposes to continue to use WSC to provide on-call water engineering services. WSC has provided these services since 2014 and completed the District’s 2015 and 2020 Urban Water Management Plans 1412
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and the 2021 Water Master Plan. The firm has performed well, and their staff demonstrated professional qualifications and competence. This request is justified because of the firm’s qualifications, competence, and the continuity of using the same firm for the on-call water engineering services since 2014.

City staff received a proposal from WSC for the on-call water engineering services and the remaining services. The majority of the tasks listed above are paid for by the respective developers. Engineering staff carefully evaluated the proposal and concluded that the scope and fee are reasonable for the required services. The proposed fee is $236,610.00. Please refer to Attachment A, WSC’s proposal, and the Consultant/Professional Services Provider Agreement.

Staff recommends that the Honorable Victorville Water District Board of Directors approve the Consultant/Professional Services Provider Agreement with Water Systems Consulting, Inc., in an amount not to exceed $236,610.00 for performing on-call water engineering services.

Staff remains available for any questions the Board may have.

Attachments: A. Agreement and Proposal
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ATTACHMENT A

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1 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT

BY AND BETWEEN

VICTORVILLE WATER DISTRICT
AND
WATER SYSTEMS CONSULTING, INC.

FOR

ON-CALL WATER ENGINEERING SERVICES,
PROJECT ESC23-026

THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), is made and entered into by and between the VICTORVILLE WATER DISTRICT , a County water district and subsidiary district of the City of Victorville, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California, hereinafter referred to as the “District”, and Water Systems Consulting, Inc., a California corporation, hereinafter referred to as “ Consultant.” District and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:

WHEREAS, the District requires Consultant/Professional Services Provider Agreement On-Call Water Engineering Services for Water Feasibility Studies, Water Supply Assessments and General Water Planning Assistance; and

WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and

WHEREAS, in light of the facts set forth above, the District desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, On-Call Water Engineering Services for Water Feasibility Studies, Water Supply Assessments and General Water Planning Assistance; and

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE

CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. RE
CITALS

The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.

Section 2. SC OPE OF SERVICES

Consultant shall provide to the District those services set forth in the Scope of Services, noted in the Consultant’s Proposal, attached hereto as Exhibit “A”, and incorporated as part of this Agreement by this reference.

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2 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

Section 3. CO MPENSATION

The District shall pay to Consultant an annual sum not to exceed Two Hundred Thirty- six Thousand Six Hundred Ten and 00/100 Dollars ($236,610.00) for faithful performance of the services to be rendered under this Agreement, subject to the Rate Schedule provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “B”, below; (ii) appear on Consultant ’s monthly invoices to District ; (iii) are supported by the appropriate receipts and other such documentation as the District shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any District policy governing same.

Section 4. CO
NSULTANT’S PROPOSAL AND RATE SCHEDULE

The District shall pay Consultant as provided in the Consultant’s Proposal and Rate Schedule, attached hereto as Exhibit “ A”, and incorporated as part of this Agreement by this reference. The provisions of Exhibit “ A” notwithstanding, in order to receive payments, Consultant shall be required to submit to the District detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the District approximately thirty (30) working days following receipt of Consultant’s invoice.

Section 5.

PREVAILING WAGES

a. In accordance with the provisions of the California Labor Code (1720,1770-1776, 1810, 1813 and 1815, as amended and applicable) , the State Director of Industrial Relations has determined the general prevailing rates of per diem wages in the locality where the Project is to be done. Copies of the updated Wage Determination rates are available from the State of California via the internet at www.dir.ca.gov. Additionally, copies of the prevailing rate of per diem wages are on file at the City of Victorville Finance Division and shall be made available for review to any interested party on request. Notwithstanding anything in the Contract Documents to the contrary, Contractor and all subcontractors shall pay not less than said specified State of California rates to all workers employed by them in the execution of the work contemplated by this Agreement. Contractor shall be responsible for using correct and current prevailing wage rates.

b. AB
219 (as applicable) adds Section 1720.9 to the Labor Code, the hauling and delivery of ready-mixed concrete to carry out a public works contract, with respe ct to contracts involving state agency or any political subdivision of the state. Section 1720.9 defines the term “ready-mixed” concrete and specifies that the rate of pay shall be the current prevailing wage “for the geographical area in which the factory or batching plant is located” as determined by the DIR. The statute also requires a written agreement between the party hauling or delivering the ready-mixed concrete and the party that engaged its services.

The delivery company shall provide certified payroll records under Labor Code section 1776(a) to the party that engaged its services and to the general contractor within five working days after the employee has been paid, accompanied by a written time record within five 1416
3 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

working days after the employee has been paid, accompanied by a written time record. The time record must be certified by each driver for the performance of job duties.

c. An error on the part of any awarding body does not relieve the Contractor from the responsibility for payment of the correct State prevailing wage and compliance with the maintenance and inspection of payroll records, posting of prevailing wage rates at work site, employment of apprentices, and other requirements of California Labor Code Section 1720, et seq.; California Code of Regulations, Title 8, Section 16000 et seq.; and all other applicable State labor laws. Contractor further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all its subcontractors.

NOTE: Copies of the Certified Payrolls, Proof of Payroll submissions and appropriate Lien Releases are required with each invoice to the City. Payment of the invoice may be delayed when Payroll related documents and/or lien releases are not included with the invoice. An error on the part on any awarding body does not relieve the Contractor from responsibility for payment of the prevailing wage of per diem wages and penalties pursuant to Labor Code (1770 - 1776).

Section 6. TE

RM OF AGREEMENT

This Agreement shall be for an Initial Term of Five (5) years commencing on the date of full execution of the Agreement (the “Commencement Date”) and expiring June 30, 2027 (the “Termination Date”) (the “Term”) , unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent agreement by the Parties, this Agreement may continue on a month- to-month basis until terminated pursuant to Section 21 below.

Section 7. I NDEPENDENT CONTRACTOR STATUS

It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the District. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Consultant or any employee or agent of Consultant. Both Parties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this agreement.

Section 8. RE

PRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF

CONSULTANT

a. Cons
ultant represents and acknowledges the following:

(1) The District is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the District.

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4 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

(3) The services described in this Agreement can be performed without the use of District equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.

(4) Nothing in this Agreement shall be interpreted to imply that the District must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.

(5) The District will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.

(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the District.

b. The District represents and acknowledges the following:

(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.

(2) The District will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement. Nothing contained in this Agreement shall prevent the District from hiring Consultant ’s employees or assistants after termination of this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the District on a continuing basis after termination of this Agreement.

(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.

(5) Consultant is not required to devote full time to the business operations of the District in order to perform the services set forth in this Agreement.

(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on District -owned property.
(7) Other than attendance at required public meetings and public hear ings, and complying with the provisions of the Rate Schedule set forth in Exhibit B and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.

(8) N othing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.

Section 9. NO

T AGENT OF THE DISTRICT

a. Nothing contained in this Agreement shall be deemed, construed, or represented by the District or Consultant or by any third person to create the relationship of principal and agent.
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b. Consultant shall have no authority, express or implied, to act on behalf of the District in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the District to any obligation whatsoever.

Section 10. L ICENSES AND PERMITS

Consultant represents that it has obtained and will maintain at all times during the I nitial Term ( and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.

Section 11. S TANDARD OF PERFORMANCE; WARRANTY

a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing sim ilar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Brian Gengler, City Engineer, or his designee.

b. By executing this Agreement, Consultant warrants that it:

(1) Has thoroughly investigated and considered the services and work to be performed;

(2) Has investigated the issues regarding the scope of services to be provided;

(3) Has carefully considered how the services and related work should be performed; and

(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

Section 12. F

AMILIARITY WITH WORK

Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the District , Consultant shall immediately inform the District of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Brian Gengler, City Engineer, or his designee.

Section 13.

CONFLICTS OF INTEREST

Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the District determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the District Secretary’s Office pursuant to the written instructions provided by the District Secretary. 1419
6 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

Acquisition or maintenance of a conf licting interest by Consultant may result in termination of this Agreement by the District.

Section 14. CO MPLIANCE WITH LAWS

Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.

Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY

INSURANCE

a. Cons
ultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial G eneral Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.

b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.

Section 16. W

ORKERS' COMPENSATION INSURANCE

a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement ( and during the Option Period, if applicable), W orkers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.

b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of t he District.

Section 17. P ROFESSIONAL LIABILITY INSURANCE

Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.

Section 18. A DDITIONAL INSURED

Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the District, the City of 1420
7 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

Victorville, their officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the District Legal Counsel, as Additional Insureds.

Section 19. W AIVER OF SUBROGATION RIGHTS

Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the District, the City of Victorville, and their officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.

Section 20. P ROOF OF INSURANCE COVERAGE; REQUIRED

ENDORSEMENTS

a. Cons
ultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement.

b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the District shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non -payment, ten (10) days advance written notice shall be given.

c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the District of such termination or expiration.

d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the I nitial Term (and during the Option Period, if applicable), of this Agreement.

e. The Commercial General Liability and Vehicle Liability policies shall be endorsed to contain the following provision: “For any claims related to this Agreement, Con sultant’s coverage shall be primary with respect to the District . Any insurance maintained by the District shall be in excess of Consultant’s insurance and shall not contribute with it.”

Section 21. T

ERMINATION OR SUSPENSION

a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.

b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this 1421
8 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.

Section 22. T IME OF THE ESSENCE

Time is of the essence in the performance of this Agreement.

Section 23. IN DEMNIFICATION

a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the District, its officers, employees, repr esentatives, and agents (the “District Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the District (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the District Indemnitees.

b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the District Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.

(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.

Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the District Indemnitees.

c. The District does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the District, or the deposit with the District, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

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Section 24. REPORTS

Upon request by Brian Gengler, City Engineer , or his desi gnee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the District concerning Consultant's performance of the services required by this Agreement.

Section 25. RE CORDS

a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Brian Gengler, City Engineer, or his designee, to evaluate the cost and the performance of such services.

b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.

c. Brian Gengler, City Engineer , or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

d. Records and supporting documents pertaining to the use of funds paid t o Consultant hereunder shall be retained by Consultant and made available to Brian Gengler, City Engineer, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.

Section 26. R ESERVED

Section 27. CO
NFIDENTIALITY; OWNERSHIP OF WORK

a. Any and all documents and information obtained from the District or prepared by Consultant for the District shall be kept strictly confidential unless otherwise provided by applicable law. All District data, documents and information shall be returned to the District upon termination of the Agreement.

b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of to Brian Gengler, City Engineer, or his designee, or as required by applicable law.

c. Consultant shall not disclose to any other entity or person any information regarding the activities of the District, except with the prior written approval of Brian Gengler, City Engineer, or his designee, or as required by applicable law.

d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the pr operty of the District and shall be surrendered to the District upon the completion of Consultant ’s services or when requested by Brian Gengler, City Engineer, or his designee. Such materials may be used, reused or otherwise disposed of by the District without the permission of Consultant.

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e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.

Section 28. PRI NCIPAL REPRESENTATIVES

a. Laine Carlson, P.E., Principal in Charge, is designated as the principal representative of Consultant for purposes of communicating with the District on any matter associated with the performance of the services set forth in this Agreement.

b. Brian Gengler, City Engineer , or his designee, shall be the principal representative of the District for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.

c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.

Section 29. M ODIFICATIONS AND AMENDMENTS; EXTRA SERVICES

a. This Agreement may be modified or amended only by a written instrument signed by both Parties.

b. During the Initial Term, the District may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the District to be necessary for the proper completion of On-Call Water Engineering Services for Water Feasibility Studies, Water Supply Assessments and General Water Planning Assistance, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.

Section 30. ENT

IRE AGREEMENT

a. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the District and Consultant with respect to the subject matter of this Agreement.

b. This Agreement contains all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement.

c. No agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.

Section 31. AM

BIGUITIES

This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted agains t either of them.

Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement. 1424
11 Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026

Notwithstanding the foregoing, the Parties agree that Exhibit “A” are attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “A” the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.

Section 32. NO
TICES

a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail , certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

To the District: Brian Gengler, City Engineer
Engineering Division
Public Works and Water Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392

To Consultant: Laine Carlson, PE, Vice President
Water Systems Consulting, Inc.

P.O. Box 4255
San Luis Obispo, CA 93403

b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

Section 33. NON
-LIABILITY OF DISTRICT OFFICERS AND

EMPLOYEES

No of
ficer or employee of the District shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the District or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.

Section 34. REVI EW BY ATTORNEYS

Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.

Section 35. WA IVER

a. No waiver shall be binding unless executed in writing by the Party making the waiver.

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b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.

c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.

Section 36. ASSI
GNMENT

This Agreement shall not be assigned by either Party without prior written consent of the other Party.

Section 37. CARE OF WORK

The performance of services by Consultant or the payment of money by the District shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the District, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.

Section 38. CAP TIONS AND HEADINGS

The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 39. SUCCESSORS, HEIRS, AND ASSIGNS

Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.

Section 40. GE NDER

In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

Section 41. SEVERA BILITY

If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

Section 42. GOVE RNING LAW

The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.

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Section 43. DEFAULT

a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.

b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.

c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.

d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.

Section 44. CUMUL

ATIVE REMEDIES

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

Section 45. VE
NUE

All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.

Section 46. AT
TORNEYS’ FEES

In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

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Section 47. EFFECTIVENESS OF AGREEMENT

This Agreement shall not be binding upon the District, until signed by the authorized representative(s) of Consultant , approved by the District ’s Risk Manager, and executed by the authorized District personnel or Mayor.

Section 48. REPRESENTATIONS OF PARTIES AND PERSONS

EXECUTING AGREEMENT

Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.

b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.

Section 49. CO

UNTERPARTS

This Agreement may be executed by the P arties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.

(END OF THIS PAGE)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.

VICTORVILLE WATER DISTRICT WATER SYSTEMS CONSULTING

By:______________________________ By:__________________________ Debra Jones, Laine Carlson, PE
Di strict Chairman Vice President

Dated: ___________________________ Dated:_______________________

ATTEST

By:_______________________________
Jennifer Thompson,
District Secretary

Dated:_____________________________

VICTORVILLE WATER DISTRICT APPROVED AS TO STANDARD
FORM:

By: _______________________________ By: __________________________ Lee Brown, Andre de Bortnowsky,
D istrict Risk Manager District Legal Counsel

Dated:_________________________ Dated:________________________

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EXHIBIT A

CONSULTANT’S PROPOSAL

SCOPE OF SERVICES/RATE SCHEDULE

1430

EXHBIIT A, CONSULTANT'S PROPOSAL, SCOPE OF SERVICES/RATE SCHEDULE 17/Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026 1431

EXHBIIT A, CONSULTANT'S PROPOSAL, SCOPE OF SERVICES/RATE SCHEDULE 18/Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026 1432

EXHBIIT A, CONSULTANT'S PROPOSAL, SCOPE OF SERVICES/RATE SCHEDULE 19/Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026 1433

EXHBIIT A, CONSULTANT'S PROPOSAL, SCOPE OF SERVICES/RATE SCHEDULE 20/Consultant/Professional Services Provider Agreement/Water Systems Consulting, Inc./Project ESC23-026 1434
Item Number: 20
Cit
y Council / Board of Directors
Written Communications
Meeti
ng of: July 19, 2022
Submitted By:

Matthew Pugh, Interim Information Technology Officer
Subject:

Purchase of New Data Backup and Cyber Recovery Infrastructure Recommendation:

That the Honorable City Council a ward the purchase of new Dell PowerProtect d ata backup hardware and software, and PowerProtect Cyber Recovery Vault hardware and software to The ReDesign Group in the amount not to exceed $1,047,154.55.

Fiscal Impact:

The proposed purchase was contemplated on the adopted Fiscal Year 2022-2023 Annual Budget as a capital purchase. Fun ds for the purchase are currently available in the General Fund’s information technology capital expense accounts 1001555-55050-36033 and 1001555- 55050-36034 which have adopted budgets of $520,000 and $535,000 respectively, for a total of $1,055,000.

Background:

The proposal before you is a companion component of the Dell servers that the Honorable City Council awarded the purchase of at the Regular Meeting of the City Council held on May 17, 2 022, in the amount of $1,286,000.00 to The ReDesign Group. These new servers, which are scheduled to be delivered in the Fall of this calendar year, will increase the amount of data the City will be able to store by a factor of 35%. It is best practice to have data backup infrastructure that can handle the total amount of data the City’s data center can store and is the reason why this item is before you for consideration. T he existing data backup infrastructure is aging and undersized and not large enough to handle the existing data volume, nor the forthcoming 35% increase in capacity.

The
City ’s data is of vi tal importance and is critical to its operations. The City ’s daily operations generate new data every sec ond and daily backups need to be taken by the Information Technology (IT) Department to protect that new data and enable the department to res tore that data to the production env ironment should it become 1435
compromised. Some of this data includes employee, vendor, customer, billing, tax, bond, transaction, licensing, and permitting records. In addition, when the City implemented the EnerGov permitting and licensing software in October of 2017, the amount of data being stored began to increase much more rapidly than before because all building and civil improvement plans are now checked and stored digitally within the EnerGov software, which was previously done on paper.

Currently, the City’s backup system has reached its capacity, allowing for only two past restore points, which means the IT Department can only restore data from the previous two days. This is poor practice and puts the City at risk of data loss under normal operating conditions. For example, if a user accidentally deletes an important file (which is a common occurrence), and more than two days pass before they discover the mistake, the file is now unrecoverable because there will not be a rest ore point in the backup system that contains the deleted file. It is best practi ce to keep long-term restore points for
this scenario, and others, that will enable the IT Department to recover or restore a file or server to a previous state. Also, it takes the entirety of the City’s non-business hours (5:30 PM to 7:30 AM) to perform the backups each night. When backups are running, the entire City IT infrastructure sees a negative impact to speed and performance, including the City’s website and customer services portals for Utility Billing and EnerGov.

To
summarize, the amount of data the IT Department is backing up daily has increased significantly in the last 5 years, but the amount of data the IT Department is able to
backup with its existing infrastructure has not increased at a commensurate rate. This has decreased the number of restore points to a very dangerous level of two, whereby if data is compromised or the City is hit with a ransomware/cyber-a ttack, it will
be very difficult, if not impossible, to restore the City’s digital environment to its previous state.

Discussion:

The Cit y must purchase new data backup hardware and software to meet the de
mands of the growing amount of data the IT Department backs up daily. In addition, the IT Department highly recommends the purchase and implementation of Dell’s PowerProtect Cyber Recovery Vault solution to protect itself from the ever- present shroud of cyberattack, which can have a devastating impact on the City’s operations if it is not well defended and well prepared. Dell PowerProtect Cyber Recovery Vault is a technology solution that keeps many highly secure data restore points in a digital repository that is physically disconnected from the City’s digital environment, which makes it nearly impossible to penetrate by m alicious attack.

Moreover, this Cyber Recovery Vault will proactively scan the data within the repository for malicious software, viruses, or other forms of cyberattack , which will enable the IT Department to prevent an attack before it happens.

Ransomware
attacks rose by 92% from 2020 to 2021 with nearly 2,700 total attacks reported. In 2021, the average ransomware demand reached $2.2 million, and the average
ransom payment rose to $541,000. Additionally, Sophos Research has reported that ransomware recovery c osts have doubled from 2020 to 2021, reaching an average cost of $1.85 million. Recovery from a ransomware attack can also take multiple months
to return to a "normal" state while software applications, 1436
databases, and hardware are completely replaced to eliminate the infection. Many notable cities
have been attacked in recent years (see below), and most industry leaders agree
that the attitude towards defending against an attack should be “not a matter of if, but when.” It is imperative that the City take the necessary steps to protect its data, starting with th
e proposed solution before you.

CITY DATE RANSOM RECOVERY COST
Tulsa, OK July 2021 Unknown $2.0 Million
Baltimore, MD May 2019 $76,280 $18.2 Million
New Orleans, LA Dec.2019 Unknown $7.2 Million
Atlanta, GA April 2018 $52,000 $2.6 Million
The exi
sting backup infr astructure in place is called Veeam, which runs on a Dell PowerEdge server. The data compression ratio available on this setup is 3 to 1, meaning 3 gigabytes of data on a production environment server can be stored in the backup system as 1 gigabyte. In addition, the maximum data throughput (aka: total speed) is 8 terabytes (1,000 gigabytes) per hour. This compression ratio and throughput speed is considered very low in today ’s technology industry , and there is no protection from ransomware.

The prop
osed solution, Dell PowerProtect, will have a data compression ratio of 50 to 1, a maximum throughput of 33 terabytes per hour, and when coupled with the Cyber Recovery Vault, will have total r ansomware protection. This exponential increase in the compression ratio will allow the IT Department to back up approximately 20 times the amount of data it currently can at five times the speed.

Veeam/Dell EMC PowerEdge R740xd2
(Current System)
PowerProtect/Cyber Recovery Vault
(Proposed System)
Physical Capacity = 104 TB Physical Capacity = 132 TB
3 to 1 Compression = 312 TB Total Size 50 to 1 Compression = 6,600 TB Total Size
No Ransomware Protection Total Ransomware Protection
Max Throughput 8 tb/h Max Throughput 15-33 tb/h (5X current) Desi
gn of this solution was based on the recommendations of solution engineers from Dell Marketing, LP, a long-time and reliable vendor the City has worked with for over 10 years, and The ReDesign Group who are very well versed in data protection an d cyber defense. These experts analyzed the City’s IT infrastructure and growth rates and highly recommend the infrastructure being proposed as it will future-proof the City’s data backup workflows and significantly increase the City’s defenses against cyber-attack. Attachment 1437
A outlines the various analytics that were used to develop the proposed solution, as well as the various components that make up this system.

The IT Department has been using Dell Technologies equipment for its data center components for nearly two decades and the equipment and services provided by Dell Technologies have been very reliable over that time. While there are other hardware manufacturers of technology hardware such as Hewlett-P ackard or IBM, the IT Department requests to continue to use Dell Technologies equipment due to
the long history of reliability previously mentioned, IT Staff’s familiarity with Dell hardware,
and compatibility with the other components of the City’s data center such as the Unified Communication telephone servers, SCADA servers, and forthcoming V
XRail servers all being Dell Technologies equipment. Attachment B contains a completed sole source/brand request form to remain standardized on Dell Technologies equipment
as required by Section 2.28.100(b)(2) of the Victorville Municipal Code (VMC).

The ReDesign
Group have submitted a proposal to replace the existing data backup hardware and software, Dell PowerProtect and implement Dell PowerProtect Cyber Recovery Vault, Attachment C, in the amount of $1,047,154.55.

The proposal includes the
necessary hardware, software, cables, and racking
equipment
to be placed in the City’s data center, as well as multi-y ear warranties to ensure speedy
replacement of any faulty components. Installation of the equipment will be done by IT Department Staff where possible, and The ReDesign Group is offering no cost installation services if
desired.

The purchase of this hardware and software through The ReDesign Group as recommended by Dell Marketing, LP falls under the National Association of State Procurement Officials (NASPO) ValuePoint Cooperative Contracts competitive pricing agreement number
MNWNC-108 with Amendment Numbers 1, 2, and 3
(Attachment D), with California Participating Addendum No. 7-1 5-70 -34-003, Amendment No. 2 (Attachment E), which is valid through July 31, 2022. The primary goal of public procurement is to obtain quality goods and services to support effective and
efficient use of public funds. Utilizing a competitive bid cooperative contract can save significant time and money in the procurement process as well as lower contract
prices through the power of aggregation. NASPO contracts involve all 50 state
procurement officials through a statewide participating addendum (PA) with
the NASPO ValuePoint suppliers/c ontractors, as in this case, The ReDesign Group via the Dell Marketing LP contract. This contract, as well as many others, was competitively solicited, aggregating all 50 state’s needs. The ValuePoint Executive Council awards
the master agreements and are available to all states, their political subdivisions, and other eligible entities, such as non-p rofits. This cooperative purchasing agreement meets the requirements of Section 2.28.100 of the Victorville Municipal Code (V MC) under subsection 2.28.100(b)(3), which states that the Honorable City Council may authorize the purchase of general services, supplies or equipment through a cooperative purchasing arrangement pursuant to Section

2.28.120 and are at least as restrictive as the City’s procurement requirements. 1438
Therefore, IT Department Staff strongly recommend that the Honorable City Council award the purchase
of the proposed equipment in the amount not to exceed
$1,047,154.55 to The ReDesign Group, a premier partner of the City’s long-t ime technology equipment supplier, Dell Marketing, LP. Implementation of this proposed solution is a major step in the City ’s cybersecurity defenses and will ensure that it can recover its data quickly from any future ransomware/cyberattack. It will also ensure that the IT Department can house many months' worth of data restore points both on premises and in the cloud, which is industry best practice.

IT
Department Staff are available to answer any questions you may have.

Attachments: A . The ReDesign Group’s Analysis and Recommendations Report B. City of Victorville Sole Source/Brand Request Form
C. The ReDesign Group Data Protection Modernization P roposal D. NASPO
Value Point Master Agreement No. MNWNC-108,
Amendments 1,
2, and 3
E. CA Participating Addendum No. 7-15-7034 -003, Amendment No. 2 1439

ATTACHMENT A
1440
City of
Victorville
Prepared By:

The [RE]DESIGN GroupCity of Victorville
Prepared For:
[RE]DESIGN – Modernization Proposal
Version #6
Delivered June 2022
1441

CULTURE
• Problem Solvers
• Operate in the Service of Others
• Focus on Long Term Partnerships
• Process & Execution Focused

SKILL SETS
• Application & Workflow Transformation
• Infrastructure & Cloud Integration
• Security
• IT Operations

RECOGNITION
Security
Services
Solution
Provider
Consulting
Services
Managed
Services

WHAT WE DOWHO WE ARE
[RE]DESIGN is a Global Technology Consulting Firm built with the right culture, team and services to disrupt the status quo of existing technology partners.

The Future Belongs to the Curious
Los Angeles
The [RE]DESIGN Group
London
The [RE]DESIGN Group LTD
Paris
The [RE]DESIGN Group FR
Vancouver
The [RE]DESIGN Group Canada
Software
Services
Systems & Cloud
Integration
Fastest
Growing
Solution
Provider
in North
America
#17
1442
Our Clients
1443
Our Partners
1444
Phase 1 – Assess
We run a variety of simple-to-set up tools to collect health metrics and KPIs on all relevant systems within your
environment. These tools are non-invasive and only take a few minutes to set up.

Phase 2 – Discover
We schedule a call to verify the assessment data is accurate, to define desired business and technology outcomes, and to get additional details on relevant information related to the project – including locations, data center, network, and data protection requirements
Phase 3 – Propose
We summarize our assessment and provide multiple solution options designed to achieve your desired outcomes, with competitive pricing and a complete overview of out selection process and criteria.

Phase 4 – Implement
If you choose to move forward with one of our options, we handle the onsite deployment, systems integration, and
complete workload migration as part of our proposal. By the time we disengage, all your net-new systems will be fully migrated to a production state.

Our Process
1445
Current State Summary
1446
Current State Analysis - Production
MC Apps – AD | SQL | GIS | IVR | Finance
Network – 10g CNA
Virtual – vCenter 6.7, vSphere 6.7 Ent+
Servers – (8)FC630
Storage – EqualLogic, Compellent, VMFS5
Data Protection– Veeam
Latency Profile CPU Utilization
1447
Heatmap – Host Peak Values - Production
Peak Average
Host CPU % CPU (GHz) RAM % RAM IOPS MB/s R Lat. W Lat.
covchesxi01 72 36.97 65 164.98 6914 866.6 36.63 93.99
covchesxi02 68 35.17 64 164.37 4350 165.6 9.24 24.28
covchesxi03 62 32.05 66 167.97 3282 139.3 13.98 41.88
covchesxi04 50 25.96 71 182.14 4362 95.3 11.06 38.42
covchesxi06 71 36.4 78 200.66 7721 484.1 8.86 11.02
covchesxi07 69 35.53 57 144.66 2183 82.7 10.26 10.74
covchesxi08 78 40.14 64 162.56 4824 253.6 9.62 12.23
Host CPU % CPU (GHz) RAM % RAM IOPS R/W MB/s R Lat. W Lat. covchesxi01 36 18.58 64 164.86 939 80% / 20% 164 5.15 15.6 covchesxi02 28 14.64 64 164.25 540 79% / 21% 22 2.93 4.68 covchesxi03 33 17.14 66 167.85 414 76% / 24% 12 3.44 7.07 covchesxi04 21 10.91 71 182.04 621 89% / 11% 13 1.18 2.33 covchesxi06 17 9.03 74 190.41 1668 44% / 56% 18 2.05 1.76 covchesxi07 38 19.6 56 142.92 513 80% / 20% 15 1.89 2.19 covchesxi08 17 8.71 61 159.39 998 81% / 19% 43 1.11 1.88 1448
Heatmap – Host Peak Values - UC
Peak Average
Host CPU % CPU (GHz) RAM % RAM IOPS MB/s R Lat. W Lat.
covchuc01 20 10.77 47 37.48 2106 46.7 5.14 22
covchuc02 17 9.08 58 37.33 1472 32.8 9.04 13.05
Host CPU % CPU (GHz) RAM % RAM IOPS R/W MB/s R Lat. W Lat. covchuc01 9 5.09 47 37.40 274 45% / 55% 3 0.78 4.08
covchuc02 8 4.28 58 37.22 180 51% / 49% 2 1.21 2.61
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Heatmap – VM Peak Values - Production
VM Name vCPU % vCPU (GHz) RAM % RAM IOPS R Lat. W Lat. Lat. R IOPS W IOPS R MB/s W MB/s COVCHMA 100 26.36 99 79.20 11515 133 143 141 11504 4750 887 218 COVCHEGDB 78 20.1 81 64.00 8079 32 59 55 7373 6692 652 379 COVCHEGAPP 93 23.99 92 58.88 1345 32 177 156 1089 975 121 124 COVCHWSUS 100 12.95 99 31.68 6478 77 1687 529 6476 2084 182 127 COVCHMCMS 63 16.15 99 31.68 1777 34 37 33 1761 1354 37 26 COVCHEGSS 74 19.06 99 23.76 2636 35 72 61 2635 933 147 62 COVCHGISAGS 100 27.62 59 18.24 272 29 68 68 117 271 9 36 WIN10-REF 68 8.79 99 15.84 3569 49 76 57 1220 3423 130 40 COVCHLENEL 99 12.7 99 15.84 5001 20 102 69 4670 2227 61 56 COVCHRDG 88 11.34 99 15.84 978 40 33 33 929 577 26 36
COVCHPRINT 100 12.99 98 15.68 1449 35 67 67 1125 1326 28 61 ECMX 100 6.49 99 15.52 3090 80 58 58 3089 119 15 4
COVCHTIS 100 12.89 97 15.52 1257 71 49 49 1102 928 16 38 COVCHFS01 100 13.65 97 15.52 3993 36 2104 1199 3814 2230 329 71 COVCHUSERS 100 12.88 92 14.72 4617 87 274 175 4561 580 298 44 COVCHEGWEB 77 14.81 44 14.08 766 35 154 154 619 575 31 38 COVCHSYSADMIN 100 26.85 86 13.76 3005 42 51 47 2808 592 51 70 COVCHEA 44 11.41 30 13.44 982 32 96 96 922 622 72 30
COVCHITDB 54 20.87 40 12.80 4564 36 14 14 3184 2935 90 73 COVCHSW 61 23.58 62 12.40 2384 48 25 25 2366 974 47 52 COVCHMW 32 4.18 98 11.76 846 46 186 164 708 138 17 30
CITYGISWEB 95 12.25 40 9.60 986 37 57 41 978 680 31 28 COVCHTSS 27 6.99 51 8.16 1403 53 38 38 627 1099 16 28 COVCHLIEN 97 6.26 99 7.92 3487 63 57 57 1031 3352 39 37 W10MORNINGCHECK 95 6.14 99 7.92 2678 92 232 232 2674 1075 79 54 1450
Heatmap – VM Peak Values - UC
VM Name vCPU % vCPU (GHz) RAM % RAM IOPS R Lat. W Lat. Lat. R IOPS W IOPS R MB/s W MB/s CCM-PUB - 10.1.12.10 80 5.28 63 4.96 709 33 86 86 430 385 13 3 UCCX1 - 10.1.12.12 72 4.78 38 3.80 2009 43 79 79 1993 342 38 9 CCM-SUB - 10.1.12.11 76 5.02 44 3.44 537 36 46 46 189 358 14 1 UCXN1 - 10.1.12.45 97 6.46 82 3.20 4157 21 83 75 2137 2511 39 12 UCCX2 - 10.10.112.12 73 4.85 32 3.20 1487 32 130 130 1468 700 45 11 COVCHIMPPUB - 10.1.12.41 100 6.61 27 2.16 493 18 33 33 22 493 0 2 UCXN2 - 10.10.112.45 46 3.06 55 2.16 734 39 62 62 330 433 5 2 COVCHIMPSUB - 10.10.112.41 37 2.49 26 2.08 487 15 40 40 22 487 0 2 covchcerpub01 - 10.1.12.51 26 1.78 28 1.08 449 26 76 76 143 306 0 1 covchcersub - 10.10.112.51 36 2.38 26 1.00 19 11 71 71 1 19 0 0 COVCHUCCX01 - 10.1.12.13 0 0 0 - 0 0 0 0 0 0 0 0
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Top VM by vCPU
VM Name VM OS vCPU RAM Guest Used vDisk Used Datastore Host COVCHITDB 2016 12 32 338 2,298 CML-ISO, CML-COVCHITDB_OS, CML-COVCHITDB_DATAcovchesxi06 COVCHSW 2016 12 20 80 150 CML-ISO, CML-COVCHSOLARcovchesxi01 COVCHMA 2012 8 80 9,675 14,834 CML-COVCHMA, CML-COVCHMA_BUcovchesxi01 COVCHEGDB 2016 8 80 2,022 3,600 CML-ISO, CML-COVCHEGDBcovchesxi06 COVCHEGAPP 2016 8 64 803 2,024 CML-ISO, CML-COVCHEGAPPcovchesxi04 COVCHEA 2012 8 48 360 1,447 CML-COVCHEA, CML-COVCHEA_IMAGESTORE, CML-COVCHEA_EREVIEW, CML-COVCHEA_LOGScovchesxi06 COVCHGISDB 2016 8 32 667 5,270 CML-ISO, CML-COVCHGISDBcovchesxi06 COVCHNEPT 2012 8 32 46 3,322 CML-COVCHNEPT, CML-ISOcovchesxi07 COVCHGISAGS 2016 8 32 46 2,198 CML-ISO, CML-COVCHGISAGScovchesxi07 COVCHMCMS 2012 8 32 364 700 CML-COVCHMCMS covchesxi07 COVCHEGSS 2016 8 24 435 650 CML-ISO, CML-COVCHEGSScovchesxi02 COVCHSYSADMIN 2012 8 16 810 1,836 CML-ISO, CML-COVCHSYSADMIN, CML-COVCHSYSADMIN_SQLcovchesxi07 COVCHTSS 2016 8 16 76 410 CML-ISO, CML-COVCHTSScovchesxi08 CITYFINDB 2003 (32-bit) 8 8 150 280 CML-CITYFINDB covchesxi03 CITYCISDB 2K3 STD 8 4 451 135 CML-CITYCISAPP covchesxi04 COVCHEGWEB 2016 6 32 48 150 CML-ISO, CML-COVCHEGWEBcovchesxi08 COVCHDEPLOY 2016 6 16 431 1,144 CML-ISO, CML-COVCHDEPLOYcovchesxi04 COVCHWSUS 2016 4 32 1,275 4,346 CML-ISO, CML-COVCHWSUScovchesxi02 COVCHNMS 2008 R2 4 32 146 450 CML-COVCHNMS covchesxi02 COVCHWEB01 2016 4 32 134 250 CML-ISO, CML-COVCHWEB01covchesxi07 COVCHWEBDB 2016 4 32 53 196 CML-ISO, CML-COVCHWEBDB, CML-COVCHWEBDB-SQLcovchesxi01 CITYGISWEB 2008 R2 4 24 806 356 CML-CITYGISWEB covchesxi03 COVCHFS01 2012 4 16 15,346 23,001 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-ISO, CML-COVCHFS1_VSScovchesxi08 COVCHFS1 2012 4 16 22,454 22,454 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-COVCHFS1_VSScovchesxi06 COVCHUSERS 2012 4 16 7,513 10,740 CML-COVCHUSERS, CML-COVCHUSERS_VSScovchesxi01 1452
Top VM by Memory
VM Name VM OS vCPU RAM Guest Used vDisk Used Datastore Host COVCHMA 2012 8 80 9,675 14,834 CML-COVCHMA, CML-COVCHMA_BUcovchesxi01 COVCHEGDB 2016 8 80 2,022 3,600 CML-ISO, CML-COVCHEGDBcovchesxi06 COVCHEGAPP 2016 8 64 803 2,024 CML-ISO, CML-COVCHEGAPPcovchesxi04 COVCHEA 2012 8 48 360 1,447 CML-COVCHEA, CML-COVCHEA_IMAGESTORE, CML-COVCHEA_EREVIEW, CML-COVCHEA_LOGScovchesxi06 COVCHGISDB 2016 8 32 667 5,270 CML-ISO, CML-COVCHGISDBcovchesxi06 COVCHWSUS 2016 4 32 1,275 4,346 CML-ISO, CML-COVCHWSUScovchesxi02 COVCHNEPT 2012 8 32 46 3,322 CML-COVCHNEPT, CML-ISOcovchesxi07 COVCHITDB 2016 12 32 338 2,298 CML-ISO, CML-COVCHITDB_OS, CML-COVCHITDB_DATAcovchesxi06 COVCHGISAGS 2016 8 32 46 2,198 CML-ISO, CML-COVCHGISAGScovchesxi07 COVCHMCMS 2012 8 32 364 700 CML-COVCHMCMS covchesxi07 COVCHNMS 2008 R2 4 32 146 450 CML-COVCHNMS covchesxi02 COVCHWEB01 2016 4 32 134 250 CML-ISO, CML-COVCHWEB01covchesxi07 COVCHWEBDB 2016 4 32 53 196 CML-ISO, CML-COVCHWEBDB, CML-COVCHWEBDB-SQLcovchesxi01 COVCHEGWEB 2016 6 32 48 150 CML-ISO, CML-COVCHEGWEBcovchesxi08 COVCHEGSS 2016 8 24 435 650 CML-ISO, CML-COVCHEGSScovchesxi02 CITYGISWEB 2008 R2 4 24 806 356 CML-CITYGISWEB covchesxi03 COVCHSW 2016 12 20 80 150 CML-ISO, CML-COVCHSOLARcovchesxi01 COVCHFS01 2012 4 16 15,346 23,001 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-ISO, CML-COVCHFS1_VSScovchesxi08 COVCHFS1 2012 4 16 22,454 22,454 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-COVCHFS1_VSScovchesxi06 COVCHUSERS 2012 4 16 7,513 10,740 CML-COVCHUSERS, CML-COVCHUSERS_VSScovchesxi01 COVCHSYSADMIN 2012 8 16 810 1,836 CML-ISO, CML-COVCHSYSADMIN, CML-COVCHSYSADMIN_SQLcovchesxi07 COVCHDEPLOY 2016 6 16 431 1,144 CML-ISO, CML-COVCHDEPLOYcovchesxi04 ECMX 2008 R2 2 16 834 857 CML-ECMX covchesxi02 COVCHGISGES 2016 4 16 36 650 CML-ISO, CML-COVCHGISGEScovchesxi08 COVCHPRINT 2016 4 16 67 650 CML-ISO, CML-COVCHPRINTcovchesxi02 1453
Top VM by vDisk
VM Name VM OS vCPU RAM Guest Used vDisk Used Datastore Host COVCHFS01 2012 4 16 15,346 23,001 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-ISO, CML-COVCHFS1_VSScovchesxi08 COVCHFS1 2012 4 16 22,454 22,454 CML-COVCHFS1, CML-COVCHFS1_SHARE, CML-COVCHFS1_VSScovchesxi06 COVCHMA 2012 8 80 9,675 14,834 CML-COVCHMA, CML-COVCHMA_BUcovchesxi01 COVCHUSERS 2012 4 16 7,513 10,740 CML-COVCHUSERS, CML-COVCHUSERS_VSScovchesxi01 COVCHGISDB 2016 8 32 667 5,270 CML-ISO, CML-COVCHGISDBcovchesxi06 COVCHWSUS 2016 4 32 1,275 4,346 CML-ISO, CML-COVCHWSUScovchesxi02 COVCHEGDB 2016 8 80 2,022 3,600 CML-ISO, CML-COVCHEGDBcovchesxi06 COVCHNEPT 2012 8 32 46 3,322 CML-COVCHNEPT, CML-ISOcovchesxi07 COVCHITDB 2016 12 32 338 2,298 CML-ISO, CML-COVCHITDB_OS, CML-COVCHITDB_DATAcovchesxi06 COVCHGISAGS 2016 8 32 46 2,198 CML-ISO, CML-COVCHGISAGScovchesxi07 COVCHEGAPP 2016 8 64 803 2,024 CML-ISO, CML-COVCHEGAPPcovchesxi04 COVCHSYSADMIN 2012 8 16 810 1,836 CML-ISO, CML-COVCHSYSADMIN, CML-COVCHSYSADMIN_SQLcovchesxi07 COVCHEA 2012 8 48 360 1,447 CML-COVCHEA, CML-COVCHEA_IMAGESTORE, CML-COVCHEA_EREVIEW, CML-COVCHEA_LOGScovchesxi06 COVCHDEPLOY 2016 6 16 431 1,144 CML-ISO, CML-COVCHDEPLOYcovchesxi04 CITYADVANTAGE3 2K3 STD 4 4 677 900 CML-ISO, CML-CITYADVANTAGE, CML-CITYADVANTAGE3covchesxi08 ECMX 2008 R2 2 16 834 857 CML-ECMX covchesxi02 COVCHMCMS 2012 8 32 364 700 CML-COVCHMCMS covchesxi07 COVCHGISGES 2016 4 16 36 650 CML-ISO, CML-COVCHGISGEScovchesxi08 COVCHEGSS 2016 8 24 435 650 CML-ISO, CML-COVCHEGSScovchesxi02 COVCHPRINT 2016 4 16 67 650 CML-ISO, CML-COVCHPRINTcovchesxi02 COVCHGISPORT 2016 4 16 116 650 CML-ISO, CML-COVCHGISPORTcovchesxi04 COVCHTD03 2016 4 8 35 600 CML-ISO, CML-COVCHTD03covchesxi03 COVCHNMS 2008 R2 4 32 146 450 CML-COVCHNMS covchesxi02 COVCHTSS 2016 8 16 76 410 CML-ISO, CML-COVCHTSScovchesxi08 COVCHTIS 2016 4 16 72 410 CML-ISO, CML-COVCHTIScovchesxi04 1454
Performance Profile & SW Summary - Production
VMware Licensing
Key Metrics - Prod
Total vCPU – 392
Memory Peak – 1.28TB
vDisk Used (On - Thick) – 98.35TB
Total VM’s captured – 97
Physical Host Breakdown
Core to vCPU – 1 : 3.06
Total VM’s Turned On – 93
Total Hypervisors – 8*
Guest Used (On - Thick) – 57.22TB
Memory Provisioned – 1,361.23GB
Host Name Model Serial No Sockets Cores CPU RAM Capacity Free Used VMs # Boot Time covchesxi01 FC630 9D80X52 2 16 E5-2667 v3 @ 3.20 256 271 270 1 7 2/2/2021 covchesxi02 FC630 9D81X52 2 16 E5-2667 v3 @ 3.20 256 278 270 8 10 2/2/2021 covchesxi03 FC630 9D8RW52 2 16 E5-2667 v3 @ 3.20 256 286 278 8 14 2/2/2021 covchesxi04 FC630 9D8SW52 2 16 E5-2667 v3 @ 3.20 256 286 278 8 13 2/2/2021 covchesxi06 FC630 FH65SD2 2 16 E5-2667 v4 @ 3.20 256 271 270 1 8 2/2/2021 covchesxi07 FC630 FH66SD2 2 16 E5-2667 v4 @ 3.20 256 271 270 1 8 2/2/2021 covchesxi08 FC630 FH67SD2 2 16 E5-2667 v4 @ 3.20 256 271 270 1 17 2/2/2021 ESX Host Software Title OS QTY
covchesxi01 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi02 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi03 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi04 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi06 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi07 6 Enterprise Plus 6.7.0 build-14320388 2
covchesxi08 6 Enterprise Plus 6.7.0 build-14320388 2
14 1455
Performance Profile & SW Summary – UC *
VMware Licensing
Key Metrics - Prod
Total vCPU – 20
Memory Peak – GB
vDisk Used (On - Thick) – 1.13TB
Total VM’s captured – 11
Physical Host Breakdown
Core to vCPU – 1 : 0.63
Total VM’s Turned On – 10
Total Hypervisors - 2
Guest Used (On - Thick) – 804GB
Memory Provisioned – 68GB
ESX Host Software Title OS QTY
covchuc01 6 Standard 6.7.0 build-14320388 2
covchuc02 6 Standard 6.7.0 build-14320388 2
4 Host Name Model Serial No Sockets Cores CPU RAM Capacity Free Used VMs # Boot Time covchuc01 R720 4DPVM02 2 16 E5-2667 v2 @ 3.30 80 11,379 128 11,251 6 2/2/2021 covchuc02 R720 1HJ6P22 2 16 E5-2667 v2 @ 3.30 64 129 128 1 5 2/2/2021 1456
Dell Customer Communication - Confidential
17 *Live Optics calculates capacity in KB as defined as 1KB = 1,024 Bytes Copyright Dell EMC 2022COVCHFS01 File Category No. of Files Total Size of Files
Text Documents 862,199 3.34 TB
Data Files 158,083 2.07 TB
Video Files 23,916 866.51 GB
Image Files 724,090 788.77 GB
Page Layout Document Files 287,979 398.15 GB
Text Documents 45.04%
Data Files 27.93%
Video Files 11.41%
Image Files 10.38%
Page Layout Document Files

5.24%
File System Analysis
1457
042022 Meeting Sizing Guidelines
Growth:
• New Munis App Stack Deployed
• GIS Applications growing
• Smartnet VM to be deployed on prem
• Tyler DB Not fully CutOver yet
• Another 512GB Memory Need to be accounted for at
Peak
Resource Consumption:
• Compute to be sized according to current 8 Node Fault Domain • Capacity to be sized according to Current consumed with 10% YoY Growth 3YCurrent Compellent Consumed = 132.22TB, add 25TB for Day 1 Size • 10% YoY Growth on overall Capacity for 3 Years
• 209% Target Total Consumed With this Growth
• Be at no more than 75% Capacity Used in 3 years with above YoY Growth • Allow for Storage Expansion without the need for more compute immediately • Size IOPS Performance with 15% YoY Growth
• 18,546 Peak, 15,821 at 95Th%
• 3 Disk Groups
• 8 nodes
• 2U Form Factor
1458
Current State Summary – Data Protection
1459
Workload Sizing
1460
Retention Details
1461
Sizing – Analysis
1462
Sizing – Yearly Consumption
1463
Data Domain Results for COVCH
1464
Vault Sizing – Yearly Consumption
1465
Cyber Recovery Overview
1466
Financial: Sheltered Harbor Overview
Overview:
• Non-profit organization founded 3 years ago by US banks • Bank of America, Wells Fargo, Citigroup, Goldman Sachs, JP Morgan Chase, Morgan Stanley, BNY Mellon, and State Street
• Sheltered Harbor was created to protect customers, financial institutions, and public confidence in the financial system if a catastrophic event like a cyberattack causes critical systems—including backups—to fail
• Sheltered Harbor is a not-for-profit, industry-led initiative comprising financial institutions, core service providers, national trade associations, alliance partners, and solution providers dedicated to enhancing financial sector stability and resiliency.
• From the beginning, Sheltered Harbor has enjoyed critical industry support from financial institutions, clearing houses, core processors and industry trade associations including:
• American Bankers Association (ABA)
• BITS, Bank Policy Institute (BITS/BPI)
• Credit Union National Association (CUNA)
• Financial Services Forum (FSF)
• Financial Services Information Sharing and Analysis Center (FS-ISAC) • Independent Community Bankers of America (ICBA)
• National Association of Federal Credit Unions (NAFCU) • Securities Industry and Financial Markets Association (SIFMA) • The Clearing House (TCH)
Benefit:
• Dell is the first, and to date, only member of the Sheltered Harbor Solution Provider program • Sheltered Harbor banking members implementing the Dell Cyber Recovery vault meet the certification requirement
https://bpi.com/sheltered-harbor/
1467

FIREWALL

PRODUCTION DATA PROTECTION
Data Center AData Center A
BACKUP

APPLICATION
VAULT
Production
Cyber Vault

CR MANAGEMENT

VALIDATION

DATA ANALYTICS
Management host enables the management network interface Management enables data transfer network in both PROD and VAULT Data pull initiated by Vault; Data transfer commences
During data transfer management host disables management network Data transfer completes and management network enabled
Management host disables data transfer network in both PROD and VAULT Validation host ensures viability of data and alerts any data corruption Retention lock applied to vaulted data
Deep forensic analysis commences on vaulted data

V A U L T W O R K F L O W

W O R K L O A D S

C R I T I C A L R E B U I L D S
Host & Build Tools
Authentication,
Identity, Security
Networking
Storage
Intellectual
Property
Documentation
Cyber Recovery
Understanding the Data Center and Cyber Vault Workflow
1468
Cyber Recovery: Vault Forensics with Cyber Sense
Understanding File Anatomy and the Forensic Analytics Workflow Cyber Vault
File

M E T A D A T A
Document

C O N T E N T
File Analytics

A N ATO M Y I N F O R M AT I O N
Success
Success
Success

DATA ANALYTICS

S TAT U S
Scan
Analytics
Repeat
InvestigateAnalysis

I N F O
Ext, Size, Location

I N F O
Type, Structure

I N F O
Entire File Contents
» Deep data scan of
critical data
sources archived
in the vault
» Deep scan generates
100+ statistics from
each observation
» Machine learning
algorithms applied
to analyze for any
attacks
» Workflow repeats as
new backup data is
pulled to the vault
» Forensic tools used to
identify any file
corruption & diagnose
its specific type

99.5% Confidence – First Pass Scan & Analysis

V A U L T A N A L Y T I C S W O R K F L O W
1469
GOOD

B E TTE R

B E S T
Elevated Security
Credentials
Immutable Snapshots
Protection from Insiders
Automated Vaulted Air Gap
First Technology Solution Provider in
the Sheltered Harbor Alliance Program
Full Context Indexing with Machine
Learning Analytics
Enhanced Recovery Tools
Multi-Backup Software
Vendor Support
Dell Technologies Cyber Recovery is the only data protection solution providing all described technical capabilities. » No other technology company provides a complete cyber resilience solution architecture anywhere.

Cyber Recovery: Moving the Needle
Cyber Vault Technical Capabilities and Competitive Market Differentiators Retention Lock
1470
Proposed Solution:

Cyber Recovery & Backup
1471
PowerProtect & PowerProtect Data Manager Overview
Transparent Snapshots simplifies VM image
backups delivering near-zero impact on VMs
Ensure availability of all your VMs
at scale without business disruption
Near zero impact to VMs or environment
Up to 5X faster backups1
Up to 5X reduction in VM latency2
Zero proxies for data movement
Environment auto-scales via automation
Oracle SQL Exchange SAP HANA Kubernetes VMware and open hypervisors Filesystems
1472
Backup Refresh – Traditional Onprem to Cloud
PowerProtect DD and PowerProtect Data Manager
System PPDD6900 & PowerProtect Data Manager Socket License Capacity 132TB Usable Power Protect Data Domain
165TB RAW Licensed
Software
PowerProtect Data Manager Plus 22 Socket – 3 Year Subscription *PPDM+ Bundle Includes 22TB DDVE Entitlement
110TB DD6900 Usable | PPDM Target
Services [RE]Design Comprehensive Implementation Services Support 36 Month ProSupport Mission Critical
DD6900 120TBu

PPDM - VM
Cloud
DR Included
PPDD
Replication
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Production
Phase 1
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Cyber Recovery Vault with AirGap
Production
Cyber Recovery Vault
*Air Gapped Network*
/mtree/ProdAV_CR_1
/mtree/ProdAV_1
Cyber Vault
Initiator
DR Replication (Included) to
Public Cloud From
Production
Phase 1 Phase 2
Vault Compute (1) R650 - Cyber Recovery Server w/VMware Licenses Included (1) R650 - Cyber Sense Server w/RHEL 1 VM Licenses Included Vault Storage PowerProtect DD6900 204TBu
*255TB RAW – Spindle Count Performance Needed
Vault Networking (2) PowerSwitch S5224-25GbE SFP28 Switches Cyber Sense Software 118TB’s Front End Capacity – 3 Year Subscription *Based on 3 year Sizing Consumed
Data Protection Software PowerProtect Data Manager Plus 22 Socket – 3 Year Subscription Management (1) Recon Data Diode | (1) SMTP Data Diode
(1) Keyboard Video Mouse | (1) R250 JumpBox
Support 36 Months – ProSupport Mission Critical
Services White Glove Implementation Services & Cyber Recovery Runbook

DELL CYBER RECOVERY VAULT
1474
[RE]DESIGN Implementation Services
[RE]DESIGN will provide onsite resource(s) to complete comprehensive, white-glove implementation of every component included in this order. This includes install, configuration, testing, validation, integration, documentation, and a tested and executed migration plan.

Rack & Stack:
• Unpack and inspect all hardware
• Rack, mount and/or position all products and components • Install and route power, data, and KVM cables
• Apply customer-provided labels to newly installed cables • Power on all equipment
• Confirm server boots and check for errors on all systems • Configure network addresses on IPMI (i.e., iDRAC) if applicable Cluster & Network Implementation:
• Install and Configure Backend Network Switches
• Install Hypervisor and cluster manager (i.e., ESXi and vCenter) • Confirm all component drivers and firmware are latest supported versions • Configure Cluster and Converged Datastore
• Setup encryption and key management if required
• Install latest firmware and software patches/updates
• Activate and Install all licensing for both clusters and additional software/hardware
• Validate Cluster implementation and review results with customer • Setup vendor support systems and automated health checks (i.e., Dell ESRS or Support Assist)
Testing, Validation and Documentation:
• Verify that all components have network connectivity to Client’s network • Perform basic verification tests (i.e., ping, traceroute, show commands) • Test product failover capability
• Verify configuration aligns with the design
• Create vendor support requests to update all client configuration information and entitlements
• Conduct Knowledge Transfer with the client
• Register customer to receive vendor product alerts if required • Handover As-Built Documentation
Phase 1 Phase 2
Production Migration:
• Identify all existing Network, Storage, Server, Backup, and VM Configs • Establish and execute migration framework/plan
• Establish migration order and timeline with Client
• Setup migration tools (i.e., P2V converter, SAN copy, etc.) • Execute limited migration on predefined timeline per Client Change Management policies
• Test and time successful migration using test/non-production VMs • Includes the migration of up to 25 Servers or up to 10TB of data. • Additional Prof. Services SOW = Any additional server migrations above the 25 servers or 10TB, including server patching/updating or application or 3rd party vendor specific migrations, are out of scope.

Impacting Factors:

NOTE: We have separated out the migration as Phase 2 due to inherent nuances that warrant an extended and often fragmented implementation timeline. Examples include:
• Business impact or strict change control
• Complexity of source to target configuration
• Size and variability of workload types
• Legacy tech debt and/or non-supported configurations
• Maintenance, patching, update, or version issues in environment • Lack of documentation or knowledge of environment
• Resource availability and/or capacity issues
1475
Financial Summary – Data Protection & Cyber
COMPONENT Proposed Solution COST
PowerProtect 6900 Primary + PPDM software • DD6900 @ 132TBu, 36 Months ProSupport 4 Hour Mission Critical + PPDM Software Subscription 22 Socket, 36 months $280,566.08 PowerProtect DDVE – DR • PP DDVE 110TBu, 36 Months Subscription ProSupport 4 Hour Mission Critical $95,689.12 PowerProtect 6900 Vault + Components • DD6900 @ 204TBu 36 Months ProSupport 4 Hour Mission Critical $645,351.53 PowerProtect Data Manager Plus • PPDM 22 Sockets 36 Months Subscription ProSupport 4 Hour Mission Critical Included Cyber-Recovery Software • Cyber Recovery Bundle – all inclusive 36 Months ProSupport 4 Hour Mission Critical Included ESXi Host • (1) R650, vSphere Standard 36 Months ProSupport 4 Hour Mission Critical Included CyberSense • (1) R650, with 3 Year RHEL 36 Months ProSupport 4 Hour Mission Critical Included Vault Workstation • (1) R250 36 Months ProSupport 4 Hour Mission Critical Included SMPT Data Diode Appliance • (1) OPDS-1000 Included
Recon Data Diode Appliance • (1) OWL Recon Included
Vault Network • (2) PowerSwitch S5224F 36 Months ProSupport 4 Hour Mission Critical Included Implementation Services • White Glove Service for all phases Included TOTAL COST: $1,021,606.72
3-Year Satisfaction Guarantee
With the purchase of a three-year
ProSupport agreement, Dell EMC guarantees
three-years of storage, data protection, and
hyperconverged product satisfaction, while
the industry standard is 30-days.

Hardware Investment Protection
Take the opportunity to trade-in
existing, or competitive systems, for
credit towards next generation Dell EMC
storage, data protection, or HCI product
offerings.

Clear Price Maintenance
Clear and transparent support pricing
that details prepaid support and locks
in future maintenance costs with the
Dell EMC Clear Price Support
Framework.

TOTAL SOLUTION COST:
*$1,021,606.72
1476
Thank You
1477
Attachment B

1478
1479

ATTACHMENT C
1480
Wednesday, June 29, 2022
Prepared by Prepared for
Pete Weil
Regional Sales Director - SoCal
The [RE]DESIGN Group
[email protected]
Mathew Pugh
ITD
City of Victorville
[email protected]
Project
Data Protection and Cyber Recovery Modernization
Quote # 1634, Version 1
Proposal
1481
City of Victorville | Data Protection and Cyber Recovery Modernization
Delivered: June 29, 2022
Quote # 1634, Version 1 Valid through: July 22, 2022
Prepared by Prepared for
Pete Weil
The [RE]DESIGN Group
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
[email protected]
Mathew Pugh
ITD
City of Victorville
[email protected]
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
NASPO NASPO Contract - C000000878001 $0.00 1 $0.00
210-AXLL Dell EMC PowerProtect Data Manager Plus $0.00 1 $0.00 800-BBQV Informational Purposes Only $0.00 1 $0.00
528-CPOF PowerProtect Data Manager Plus Socket 36Mo PP SU=IA $1,458.91 22 $32,096.02 858-1637 36 Months ProSupport Mission Critical PowerProtect Data Manager Plus per Socket Sftwr Spt-Maint
$1,008.76 22 $22,192.72
858-1645 36 Months ProSupport Mission Critical PowerProtect Data Manager Plus per Socket Sftwr Spt-Contract
$0.00 1 $0.00
528-CRZB PowerProtect Storage Direct DD vD SU=IA $0.00 1 $0.00 528-CRZE vRealize SU=IA $0.00 1 $0.00
528-CRZI PowerProtect Cyber Recovery SU=IC $0.00 1 $0.00 528-CKZN Data Protection Central SU=CA $0.00 22 $0.00
528-CKZO PowerProtect Database Agent SU=CA $0.00 22 $0.00 528-CKZQ PowerProtect Microsoft Agent SU=CA $0.00 22 $0.00 Quote #001634 v1 www.redesign-group.com
1482
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
528-CKZR PowerProtect Oracle RMAN Agent SU=CA $0.00 22 $0.00 528-CKZS PowerProtect Storage Direct for PMAX SU=CA $0.00 22 $0.00 528-CKZT PowerProtect Storage Direct for VMAX SU=CA $0.00 22 $0.00 528-CKZU PowerProtect Storage Direct for XIO SU=CA $0.00 22 $0.00 528-CRYT Granular Recovery for Microsoft SU=CA $0.00 22 $0.00 528-CRYU vProtect SU=CA $0.00 22 $0.00
528-CRZH Cloud Disaster Recovery SU=CC $0.00 22 $0.00
528-CPPD RecoverPoint for VMs SU=IA $0.00 22 $0.00
141-BIBF Cloud Snapshot Manager SaaS SU=IB $0.00 220 $0.00 528-CKZW PowerProtect DD Virtual Edition SU=CA $0.00 22 $0.00 528-CKZX Dell EMC Cloud Tier SU=CC $0.00 22 $0.00
929-3709 Thank you for Your Order $0.00 1 $0.00
935-6720 Thank you for Your Order $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
626-BBBG Storage Software Info $0.00 1 $0.00
210-AXNO Dell EMC PowerProtect DDVE Subscription $0.00 1 $0.00 800-BBQV Informational Purposes Only $0.00 1 $0.00
528-CMJD DD VE Capacity 36 Mo PP Subscription=CA $438.43 110 $48,227.30 844-4558 3 Years ProSupport Mission Critical Data Domain Virtual Edition Capacity Software Support-Maint
$302.52 110 $33,277.20
844-4409 3 Years ProSupport Mission Critical Data Domain Virtual Edition Capacity Software Support Contract
$0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1483
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
929-3709 Thank you for Your Order $0.00 1 $0.00
935-6720 Thank you for Your Order $0.00 1 $0.00
626-BBBG Storage Software Info $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
210-AXQX CyberSense Software, Subscription $0.00 1 $0.00 379-BDTQ Thank you for buying Dell EMC $0.00 1 $0.00
141-BIEG CyberSense Tier 1 36Mo PP Sub=CA $685.74 118 $80,917.32 858-0187 36 Months ProSupport Mission Critical CyberSense Tier 1 Software Support-Maintenance
$473.15 118 $55,831.70
844-4050 3 Years ProSupport Mission Critical CyberSense Software Support Contract
$0.00 1 $0.00
825-8624 Certified Deployment Partner T2 $0.00 1 $0.00
929-3709 Thank you for Your Order $0.00 1 $0.00
935-6720 Thank you for Your Order $0.00 1 $0.00
626-BBBG Storage Software Info $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
379-BEID 10x2.5 Front Storage $0.00 1 $0.00
379-BDSS SAS/SATA Backplane $0.00 1 $0.00
379-BDTE No Rear Storage $0.00 1 $0.00
210-AZKL PowerEdge R650xs $484.55 1 $484.55
461-AAIG Trusted Platform Module 2.0 v3 $27.42 1 $27.42 321-BGIS 2.5"" Chassis with up to 10 Hard Drives (SAS/SATA) 2 CPU $91.37 1 $91.37 Quote #001634 v1 www.redesign-group.com
1484
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
338-CBXJ Intel Xeon Gold 6326 2.9G 16C/32T 11.2GT/s 24M Cache Turbo HT (185W) DDR4-3200
$910.66 1 $910.66
338-CBXJ Intel Xeon Gold 6326 2.9G 16C/32T 11.2GT/s 24M Cache Turbo HT (185W) DDR4-3200
$910.66 1 $910.66
379-BDCO Additional Processor Selected $0.00 1 $0.00
412-AAVQ Heatsink for CPU greater than or equal to 185W $27.42 1 $27.42 412-AAVQ Heatsink for CPU greater than or equal to 185W $27.42 1 $27.42 370-AAIP Performance Optimized $0.00 1 $0.00
370-AEVR 3200MT/s RDIMMs $0.00 1 $0.00
370-AGDS 32GB RDIMM 3200MT/s Dual Rank 16Gb BASE $468.53 16 $7,496.48 780-BCDP RAID 5 $0.00 1 $0.00
405-AAZB PERC H755 SAS Front $481.50 1 $481.50
750-ACFQ Front PERC Mechanical Parts for 2.5"" x8 x10 x16 SAS/SATA or 2.5"" NVMe Chassis
$0.00 1 $0.00
400-AXSK 3.84TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive 1 DWPD
$1,118.32 8 $8,946.56
384-BBBL Performance BIOS Settings $0.00 1 $0.00
800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 1 $0.00 384-BCTM Very High Performance Fan x7 $80.01 1 $80.01
450-AIQZ Dual Hot-plug Redundant Power Supply (1+1) 1400W $387.36 1 $387.36 492-BBDI C13 to C14 PDU Style 12 AMP 6.5 Feet (2m) Power Cord North America $6.09 2 $12.18 330-BBSX Riser Config 1 1xOCP 3.0(x16)+ 1x16+ 2x8LP $77.53 1 $77.53 329-BGEZ PowerEdge R650xs Motherboard $0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1485
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
528-BIYY OpenManage Enterprise Advanced $82.79 1 $82.79 528-CRVW iDRAC9 Datacenter 15G $190.77 1 $190.77
540-BCOC Broadcom 57414 Dual Port 10/25GbE SFP28 OCP NIC 3.0 $196.32 1 $196.32 325-BECJ LCD Bezel for 4x3.5 chassis $46.80 1 $46.80
350-BCEN Dell EMC Luggage Tag (x8 or x10 ch $0.00 1 $0.00 330-BBTB BOSS Riser for R450/R650xs $36.00 1 $36.00
403-BCNX BOSS controller card + with 2 M.2 Sticks 480GB (RAID 1) $415.05 1 $415.05 350-BCEM No Quick Sync $0.00 1 $0.00
379-BCSF iDRAC Factory Generated Password $0.00 1 $0.00 379-BCQY iDRAC Group Manager Disabled $0.00 1 $0.00
605-BBNR Red Hat Enterprise Linux 8.2 Factory Install x64 Requires Subscription Selection
$0.00 1 $0.00
605-BBFN No Media Required $0.00 1 $0.00
528-CHFH RHEL 1-2SKT Physical Node 3YR Premium Sub 1 Virtual Guest Digitally Fulfilled
$1,025.05 1 $1,025.05
770-BCJI ReadyRails Sliding Rails Without Cable Management Arm $41.26 1 $41.26 770-BDZL Cable Management Arm $19.11 1 $19.11
429-AAIQ No Internal Optical Drive $0.00 1 $0.00
631-AACK No Systems Documentation No OpenManage DVD Kit $0.00 1 $0.00 340-CUQU PowerEdge R650xs Shipping $0.00 1 $0.00
343-BBQW PowerEdge R650xs x4 or x10 Shipping Material $27.42 1 $27.42 389-DYHB PowerEdge Non BIS Marking $0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1486
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
389-DYLY 1U No CCC or CE Marking $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
366-0192 Std Bios Setting A/C Power Recovery On $4.16 1 $4.16 366-0193 Std Bios Setting Power Management* - Maximum Performance $4.16 1 $4.16 859-8667 Dell Hardware Limited Warranty Plus Onsite Service $55.37 1 $55.37 859-8704 ProSupport Mission Critical 4-Hour 7x2 $330.32 1 $330.32 859-8710 ProSupport Mission Critical 7x24 Technical Support $637.39 1 $637.39 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
825-8624 Certified Deployment Partner T2 $0.00 1 $0.00
366-8125 Configuration Services Standard ISG Asset Service Report $5.26 1 $5.26 379-BEID 10x2.5 Front Storage $0.00 1 $0.00
379-BDSS SAS/SATA Backplane $0.00 1 $0.00
379-BDTE No Rear Storage $0.00 1 $0.00
210-AZKL PowerEdge R650xs $500.76 1 $500.76
461-AAIG Trusted Platform Module 2.0 v3 $28.32 1 $28.32 321-BGIS 2.5"" Chassis with up to 10 Hard Drives (SAS/SATA) 2 CPU $94.42 1 $94.42 338-CBXJ Intel Xeon Gold 6326 2.9G 16C/32T 11.2GT/s 24M Cache Turbo HT (185W) DDR4-3200
$941.14 1 $941.14
338-CBXJ Intel Xeon Gold 6326 2.9G 16C/32T 11.2GT/s 24M Cache Turbo HT (185W) DDR4-3200
$941.14 1 $941.14
379-BDCO Additional Processor Selected $0.00 1 $0.00
412-AAVQ Heatsink for CPU greater than or equal to 185W $28.32 1 $28.32 Quote #001634 v1 www.redesign-group.com
1487
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
412-AAVQ Heatsink for CPU greater than or equal to 185W $28.32 1 $28.32 370-AAIP Performance Optimized $0.00 1 $0.00
370-AEVR 3200MT/s RDIMMs $0.00 1 $0.00
370-AGDS 32GB RDIMM 3200MT/s Dual Rank 16Gb BASE $484.22 16 $7,747.52 780-BCDP RAID 5 $0.00 1 $0.00
405-AAZB PERC H755 SAS Front $497.62 1 $497.62
750-ACFQ Front PERC Mechanical Parts for 2.5"" x8 x10 x16 SAS/SATA or 2.5"" NVMe Chassis
$0.00 1 $0.00
400-AXSK 3.84TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive 1 DWPD
$1,155.74 8 $9,245.92
384-BBBL Performance BIOS Settings $0.00 1 $0.00
800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 1 $0.00 384-BCTM Very High Performance Fan x7 $82.69 1 $82.69
450-AIQZ Dual Hot-plug Redundant Power Supply (1+1) 1400W $400.33 1 $400.33 492-BBDI C13 to C14 PDU Style 12 AMP 6.5 Feet (2m) Power Cord North America $6.30 2 $12.60 330-BBSX Riser Config 1 1xOCP 3.0(x16)+ 1x16+ 2x8LP $80.12 1 $80.12 329-BGEZ PowerEdge R650xs Motherboard $0.00 1 $0.00
528-BIYY OpenManage Enterprise Advanced $85.56 1 $85.56 528-CRVW iDRAC9 Datacenter 15G $197.16 1 $197.16
540-BCOC Broadcom 57414 Dual Port 10/25GbE SFP28 OCP NIC 3.0 $202.88 1 $202.88 325-BCHH Standard Bezel $14.02 1 $14.02
350-BCEN Dell EMC Luggage Tag (x8 or x10 ch $0.00 1 $0.00 Quote #001634 v1 www.redesign-group.com
1488
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
330-BBTB BOSS Riser for R450/R650xs $37.20 1 $37.20
403-BCNX BOSS controller card + with 2 M.2 Sticks 480GB (RAID 1) $428.94 1 $428.94 350-BCEM No Quick Sync $0.00 1 $0.00
379-BCSF iDRAC Factory Generated Password $0.00 1 $0.00 379-BCQY iDRAC Group Manager Disabled $0.00 1 $0.00
634-BWZG VMware ESXi 7.0 Embedded Image (License Not Included) $0.00 1 $0.00 605-BBFN No Media Required $0.00 1 $0.00
528-CKBU VMware vSphere 7 Standard for 1 CPU up to 32 cores 3 Year License and Subscription
$738.26 2 $1,476.52
770-BCJI ReadyRails Sliding Rails Without Cable Management Arm $42.63 1 $42.63 770-BDZL Cable Management Arm $19.75 1 $19.75
429-AAIQ No Internal Optical Drive $0.00 1 $0.00
631-AACK No Systems Documentation No OpenManage DVD Kit $0.00 1 $0.00 340-CUQU PowerEdge R650xs Shipping $0.00 1 $0.00
343-BBQW PowerEdge R650xs x4 or x10 Shipping Material $28.32 1 $28.32 389-DYHB PowerEdge Non BIS Marking $0.00 1 $0.00
389-DYLY 1U No CCC or CE Marking $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
366-0192 Std Bios Setting A/C Power Recovery On $4.29 1 $4.29 366-0193 Std Bios Setting Power Management* - Maximum Performance $4.29 1 $4.29 859-8667 Dell Hardware Limited Warranty Plus Onsite Service $57.23 1 $57.23 859-8704 ProSupport Mission Critical 4-Hour 7x2 $341.38 1 $341.38 Quote #001634 v1 www.redesign-group.com
1489
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
859-8710 ProSupport Mission Critical 7x24 Technical Support $658.65 1 $658.65 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
825-8624 Certified Deployment Partner T2 $0.00 1 $0.00
366-8125 Configuration Services Standard ISG Asset Service Report $5.43 1 $5.43 210-BBOP PowerEdge R250 Server $337.60 1 $337.60
461-AAIG Trusted Platform Module 2.0 v3 $43.97 1 $43.97 321-BGXK 3.5" Chassis with up to x4 Hot Plug Hard Drives with Backplane $66.63 1 $66.63 338-CCLL Intel Xeon E-2336 Diagnosis 1 Year $239.42 1 $239.42 412-AAPW Heatsink for 80W or less CPU $0.00 1 $0.00
370-AAIP Performance Optimized $0.00 1 $0.00
370-AGNY 3200MT/s UDIMM $0.00 1 $0.00
370-AGQW 8GB UDIMM 3200MT/s ECC $144.54 2 $289.08
780-BCDN RAID 1 $0.00 1 $0.00
405-AAYY PERC H755 Adapter Low Profile $772.54 1 $772.54 400-AXSE 960GB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive

3.5in HYB CARR 1 DWPD
$545.93 2 $1,091.86
384-BBBL Performance BIOS Settings $0.00 1 $0.00
800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 1 $0.00 450-AKXW Single, Hot Plug Cabled Power Supply 450W, Platinum $115.29 1 $115.29 492-BBDI C13 to C14 PDU Style 12 AMP 6.5 Feet (2m) Power Cord North America $9.77 1 $9.77 330-BBWL PCIe Riser with Fan with 1 x16 and 1 x8 Slots $66.63 1 $66.63 Quote #001634 v1 www.redesign-group.com
1490
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
384-BCZG Standard Fan $0.00 1 $0.00
329-BGIQ PowerEdge R250 Motherboard $0.00 1 $0.00
385-BBQV iDRAC9 Enterprise 15G $217.21 1 $217.21
542-BBBP On-Board LOM $0.00 1 $0.00
325-BECJ LCD Bezel for 4x3.5 chassis $75.07 1 $75.07
350-BCGO Dell EMC Luggage Tag $0.00 1 $0.00
379-BCRG iDRAC Factory Generated Password $0.00 1 $0.00 379-BCQY iDRAC Group Manager Disabled $0.00 1 $0.00
634-BYJY Windows Server 2022 Standard,16CORE,FI,No Med,No CAL, Multi Language
$599.23 1 $599.23
528-CSCP Windows Server 2022 Standard $0.00 1 $0.00
770-BBHI 1U/2U Static Rails for 2-Post and 4-Post Racks $21.76 1 $21.76 429-ABLW No Internal Optical Drive $0.00 1 $0.00
631-AACK No Systems Documentation No OpenManage DVD Kit $0.00 1 $0.00 340-CWTS PowerEdge R250 Shipping $0.00 1 $0.00
481-BBFQ PowerEdge R250 Shipping Material $21.76 1 $21.76 389-DYHB PowerEdge Non BIS Marking $0.00 1 $0.00
389-EBRS PowerEdge R250 CCC Marking, No CE Marking $0.00 1 $0.00 366-0192 Std Bios Setting A/C Power Recovery On $6.67 1 $6.67 366-0193 Std Bios Setting Power Management* - Maximum Performance $6.67 1 $6.67 867-0424 Dell Hardware Limited Warranty Plus Onsite Service $44.42 1 $44.42 Quote #001634 v1 www.redesign-group.com
1491
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
867-0506 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 1 Year
$7.99 1 $7.99
867-0508 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended
$90.18 1 $90.18
867-0520 ProSupport Mission Critical 7x24 Technical Support and Assistance 3 Years
$254.98 1 $254.98
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
825-8624 Certified Deployment Partner T2 $0.00 1 $0.00
210-AXLL Dell EMC PowerProtect Data Manager Plus $0.00 1 $0.00 800-BBQV Informational Purposes Only $0.00 1 $0.00
528-CPOF PowerProtect Data Manager Plus Socket 36Mo PP SU=IA $1,458.91 22 $32,096.02 858-1637 36 Months ProSupport Mission Critical PowerProtect Data Manager Plus per Socket Sftwr Spt-Maint
$1,008.76 22 $22,192.72
858-1645 36 Months ProSupport Mission Critical PowerProtect Data Manager Plus per Socket Sftwr Spt-Contract
$0.00 1 $0.00
528-CRZB PowerProtect Storage Direct DD vD SU=IA $0.00 1 $0.00 528-CRZE vRealize SU=IA $0.00 1 $0.00
528-CRZI PowerProtect Cyber Recovery SU=IC $0.00 1 $0.00 528-CKZN Data Protection Central SU=CA $0.00 22 $0.00
528-CKZO PowerProtect Database Agent SU=CA $0.00 22 $0.00 528-CKZQ PowerProtect Microsoft Agent SU=CA $0.00 22 $0.00 528-CKZR PowerProtect Oracle RMAN Agent SU=CA $0.00 22 $0.00 Quote #001634 v1 www.redesign-group.com
1492
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
528-CKZS PowerProtect Storage Direct for PMAX SU=CA $0.00 22 $0.00 528-CKZT PowerProtect Storage Direct for VMAX SU=CA $0.00 22 $0.00 528-CKZU PowerProtect Storage Direct for XIO SU=CA $0.00 22 $0.00 528-CRYT Granular Recovery for Microsoft SU=CA $0.00 22 $0.00 528-CRYU vProtect SU=CA $0.00 22 $0.00
528-CRZH Cloud Disaster Recovery SU=CC $0.00 22 $0.00
528-CPPD RecoverPoint for VMs SU=IA $0.00 22 $0.00
141-BIBF Cloud Snapshot Manager SaaS SU=IB $0.00 220 $0.00 528-CKZW PowerProtect DD Virtual Edition SU=CA $0.00 22 $0.00 528-CKZX Dell EMC Cloud Tier SU=CC $0.00 22 $0.00
929-3709 Thank you for Your Order $0.00 1 $0.00
935-6720 Thank you for Your Order $0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
626-BBBG Storage Software Info $0.00 1 $0.00
210-APHT Dell EMC S5224F-ON Switch 24x 25GbE SFP28 4x 100GbE QSFP28 ports PSU to IO air 2x PSU
$5,458.03 2 $10,916.06
343-BBLP Dell EMC S52XX-ON Series User Guide $1.25 2 $2.50 634-BRWJ OS10 Enterprise S5224F-ON $1,101.36 2 $2,202.72 407-BBEL Dell Networking Transceiver SFP 1000BASE-T $103.87 8 $830.96 470-ABOU Dell Networking Cable 100GbE QSFP28 to QSFP28 Passive Copper Direct Attach Cable 0.5 Meter
$97.58 2 $195.16
470-ACEV Dell Networking Cable SFP28 to SFP28 25GbE Passive Copper Twinax Direct Attach Cable 3 Meter
$39.34 10 $393.40
Quote #001634 v1 www.redesign-group.com
1493
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US $6.30 2 $12.60 450-AASX Dell Networking Jumper Cord 250V 12A 2 Meters C13/C14 US $6.30 2 $12.60 818-4983 Dell Hardware Limited Warranty 1 Year $157.07 2 $314.14 818-4992 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$104.50 2 $209.00
818-4993 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch Extended to 2 Years
$408.87 2 $817.74
818-5003 ProSupport Mission Critical:7x24 HW/SW Technical Support and Assistance 3 Years
$1,283.91 2 $2,567.82
975-3461 Dell Limited Hardware Warranty Extended Year(s) $0.00 2 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 2 $0.00
997-6306 Info 3rd Party Software Warranty provided by Vendor $0.00 2 $0.00 848-8538 3 Years ProSupport OS10 Enterprise Software Support-Maintenance $231.29 2 $462.58 210-BCJC Controller DD6900 NFS CIFS $25,535.25 1 $25,535.25 321-BHGD DD6900 PSNT $0.00 1 $0.00
750-ABNU DD6900 Field Install kit $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 165 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1494
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
800-BBQV Informational Purposes Only $0.00 1 $0.00
827-4027 Dell Hardware Limited Warranty Initial Year $647.70 1 $647.70 827-4056 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$722.74 1 $722.74
827-4058 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$2,945.21 1 $2,945.21
827-4065 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$4,317.94 1 $4,317.94
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
619-ARFY DD OS 7.7=IA $0.00 1 $0.00
400-BHKT DD 1.92TB internal Cache SSD $0.00 2 $0.00
450-AJDR POWER CORD DD TO-PDU C14 C13 2M10FT $0.00 8 $0.00 406-BBPE DD 10GSFP IO MODULE NDC $0.00 1 $0.00
406-BBPF DD 12G 4 port SAS HBA $0.00 2 $0.00
470-ADZE DD 3M SAS HD FLEX $97.67 1 $97.67
406-BBPH DD 25GSFP IO MODULE 2Port Full Height $1,794.78 2 $3,589.56 470-ADZJ Cable 10GbE 3M TWINAX $79.59 2 $159.18
470-ADZO Cable 25GbE 3M TWINAX $110.94 4 $443.76
149-BBHF LICENSE BASE DD OE =IA $7,179.55 1 $7,179.55
866-5664 3 Years ProSupport Mission Critical Operating Environment Sftwr Spt- Maint
$2,344.28 1 $2,344.28
149-BBHG ES40 4TB Active 1TB Raw=CB $581.24 165 $95,904.60 Quote #001634 v1 www.redesign-group.com
1495
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
852-9578 3 Years ProSupport Mission Critical DD Raw ES40 4TB Active 1TB Sftwr Spt-Maint
$189.85 165 $31,325.25
852-9476 3 Years ProSupport Mission Critical DD Raw ES40 4TB Active 1TB Sftwr Spt-Contract
$0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
379-BDPD ISG Product (info) $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
210-BCIV ES40 SHELF 12G 15X4TB SAS FL ENB FLD $18,445.16 1 $18,445.16 827-4698 Dell Hardware Limited Warranty Initial Year $647.70 1 $647.70 827-4720 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$49.44 1 $49.44
827-4722 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$202.18 1 $202.18
827-4729 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$296.25 1 $296.25
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 165 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1496
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
379-BDPD ISG Product (info) $0.00 1 $0.00
210-BCIV ES40 SHELF 12G 15X4TB SAS FL ENB FLD $18,757.77 2 $37,515.54 827-4698 Dell Hardware Limited Warranty Initial Year $658.68 2 $1,317.36 827-4720 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$50.28 2 $100.56
827-4722 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$205.61 2 $411.22
827-4729 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$301.27 2 $602.54
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 2 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 2 $0.00
332-1286 US Order $0.00 2 $0.00
800-BBQV Informational Purposes Only $0.00 330 $0.00
800-BBQV Informational Purposes Only $0.00 2 $0.00
800-BBQV Informational Purposes Only $0.00 2 $0.00
800-BBQV Informational Purposes Only $0.00 2 $0.00
800-BBQV Informational Purposes Only $0.00 2 $0.00
800-BBQV Informational Purposes Only $0.00 2 $0.00
Quote #001634 v1 www.redesign-group.com
1497
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
800-BBQV Informational Purposes Only $0.00 2 $0.00
379-BDPD ISG Product (info) $0.00 2 $0.00
210-BCJC Controller DD6900 NFS CIFS $25,535.85 1 $25,535.85 321-BHGD DD6900 PSNT $0.00 1 $0.00
750-ABNU DD6900 Field Install kit $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 255 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
827-4027 Dell Hardware Limited Warranty Initial Year $647.70 1 $647.70 827-4056 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$722.74 1 $722.74
827-4058 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$2,945.21 1 $2,945.21
827-4065 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$4,317.94 1 $4,317.94
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
619-ARFY DD OS 7.7=IA $0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1498
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
400-BHKT DD 1.92TB internal Cache SSD $0.00 2 $0.00
450-AJDR POWER CORD DD TO-PDU C14 C13 2M10FT $0.00 12 $0.00 406-BBPE DD 10GSFP IO MODULE NDC $0.00 1 $0.00
406-BBPF DD 12G 4 port SAS HBA $0.00 2 $0.00
470-ADZE DD 3M SAS HD FLEX $97.67 5 $488.35
406-BBPH DD 25GSFP IO MODULE 2Port Full Height $1,794.78 2 $3,589.56 470-ADZJ Cable 10GbE 3M TWINAX $79.59 2 $159.18
470-ADZO Cable 25GbE 3M TWINAX $110.94 4 $443.76
149-BBHF LICENSE BASE DD OE =IA $7,179.55 1 $7,179.55
866-5664 3 Years ProSupport Mission Critical Operating Environment Sftwr Spt- Maint
$2,344.28 1 $2,344.28
149-BBHG ES40 4TB Active 1TB Raw=CB $581.24 255 $148,216.20 852-9578 3 Years ProSupport Mission Critical DD Raw ES40 4TB Active 1TB Sftwr Spt-Maint
$189.85 255 $48,411.75
852-9476 3 Years ProSupport Mission Critical DD Raw ES40 4TB Active 1TB Sftwr Spt-Contract
$0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
379-BDPD ISG Product (info) $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
210-BCIV ES40 SHELF 12G 15X4TB SAS FL ENB FLD $18,445.16 1 $18,445.16 827-4698 Dell Hardware Limited Warranty Initial Year $647.70 1 $647.70 Quote #001634 v1 www.redesign-group.com
1499
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
827-4720 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$49.44 1 $49.44
827-4722 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$202.18 1 $202.18
827-4729 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$296.25 1 $296.25
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 1 $0.00
332-1286 US Order $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 255 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
800-BBQV Informational Purposes Only $0.00 1 $0.00
379-BDPD ISG Product (info) $0.00 1 $0.00
210-AWZX Cyber Recovery $0.01 1 $0.01
929-3709 Thank you for Your Order $0.00 1 $0.00
935-6720 Thank you for Your Order $0.00 1 $0.00
142-BBDN Cyber Recovery Vault 1TB=IC $0.00 1 $0.00
838-3744 3 Years ProSupport Mission Critical Cyber Recovery Vault Sftwr Spt- Maint
$0.00 1 $0.00
Quote #001634 v1 www.redesign-group.com
1500
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
626-BBBG Storage Software Info $0.00 1 $0.00
210-BCIV ES40 SHELF 12G 15X4TB SAS FL ENB FLD $18,445.16 4 $73,780.64 827-4698 Dell Hardware Limited Warranty Initial Year $647.70 4 $2,590.80 827-4720 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year
$49.44 4 $197.76
827-4722 ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended
$202.18 4 $808.72
827-4729 ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years
$296.25 4 $1,185.00
955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 4 $0.00 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
$0.00 4 $0.00
332-1286 US Order $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 1020 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
800-BBQV Informational Purposes Only $0.00 4 $0.00
379-BDPD ISG Product (info) $0.00 4 $0.00
A7546778 Avocent LED Console for Dell FPM 185 in - 1U Rackmount - International English Keyboard - TAA Compliant
$1,324.80 1 $1,324.80
Quote #001634 v1 www.redesign-group.com
1501
Data Protection and Cyber Recovery Modernization
Description Price Qty Ext. Price
AB566822 SEL OWL CYBER RECOVERY DATA DIODE MONITORING APPLIANCE SUPPORT 3 YR
$6,444.34 1 $6,444.34
AB566826 SEL OWL CYBER RECOVERY DATA DIODE MONITORING APPLIANCE

REMOTE DEPLOY SERVICE
$4,705.55 1 $4,705.55
AB566819 SEL OWL CYBER RECOVERY DATA DIODE MONITORING APPLIANCE $14,329.32 1 $14,329.32 A7293750 C2G Cat6a Snagless Shielded (STP) Network Patch Cable - patch cable - 6 ft - blue
$12.79 16 $204.64
AB578733 SEL OWL CYBER RECOVERY DATA DIODE FOR NTP APPLIANCE $9,954.49 1 $9,954.49 AB578740 SEL OWL CYBER RECOVERY DATA DIODE FOR NTP APPLIANCE REMOTE

DEPLOY SERVICE
$4,705.55 1 $4,705.55
AB578736 SEL OWL CYBER RECOVERY DATA DIODE FOR NTP APPLIANCE SUPPORT 3 YR
$4,471.67 1 $4,471.67
Subtotal: $1,021,605.56
Shipping
Description Price Qty Ext. Price
Shipping Shipping - Included $0.00 1 $0.00
Subtotal: $0.00
Quote #001634 v1 www.redesign-group.com
1502
City of Victorville | Data Protection and Cyber Recovery Modernization
Delivered: June 29, 2022
Valid through: July 22, 2022
Quote # 1634, Version 1
Quote Summary
Description Amount
Data Protection and Cyber Recovery Modernization $1,021,605.56 Shipping $0.00
Subtotal: $1,021,605.56
Estimated Tax: $30,428.56
Total: $1,052,034.12
Acceptance of this Quote 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, shipping charges, and payment terms not included herein. 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 California law. By signing below, the above-named Company, acting under due and proper authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group.

The [RE]DESIGN Group City of Victorville
Signature:

Name:

Title:

Date:

Signature:

Name:

Date:

Quote #001634 v1 www.redesign-group.com
1503

ATTACHMENT D
1504
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-108
AMENDMENT NO. 3 TO NASPO MASTER AGREEMENT NO. MNWNC-108 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (“Contractor” or “Contract Vendor”).

WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn.

Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract.

NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows:

1. That NASPO Master Agreement No. MNWNC-108 is extended through July 31, 2022, at the same prices, terms, and conditions.

This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first.

Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby.

1. Dell Marketing L.P.

The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as
required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature

Printed Name
Title:

Date:

By:

Signature

Printed Name
Title:

Date:

2. Office of State Procurement
In accordance with Minn. Stat. § 16C.03, subd. 3.

By:

Title: Acquisition Management Specialist
Date:

3. Commissioner of Administration
Or delegated representative.

By:

Date:

DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Contract Administrator
5/10/2021
Alyssa Sayles
5/14/2021
5/14/2021
1505
1506
1507
1508
~IIIIBIIta

STATE OF MINNESOTA
Materials Management Division
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155 DEPARTMENT OF ADMINISTRATION ,
Voice: 651.296.2600
Fax: 651.297.3996

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
WITH
DELL MARKETING, L.P.

FOR
COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers and Storage including Related Peripherals & Services)
To: Dell Marketing L. P. __ ,..; CONTRACT NO:

One Dell Way 1 S',.-
Mailstop 87'07' ~ltl-33 ~~- :>-ju,(~
Round Rock, TX 78682 /.J?;;? .4'/l/t..CONTRACT PERIOD:

Contract Vendor Administrator: Diane
Wigington
Email: Diane [email protected]
Phone: (512) 728-4805

THROUGH
EXTENSION OPTION:

MNWNC-108
April 1, 2015, or upon final
executed signatures,
whichever is later
March 31, 2017
UP TO 36 MONTHS
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the Slate: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions); 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby.

1. DELL MARKETING L. P. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION By:

Title:

St~hanie G. Miller ~ '{'J Pnffiea ame r
Contract Manager /Sen iD( M.lln£l8ef
I (p fd?Y"uary 'l Dl5 Date:

By:
1gna ure 3. MINNESOTA COMMISSIONER OF ADMINISTRATION
Or delegated representative.

By:

Original signed
Title:

Date:

MAR 0 3 2015
By lucas J. Jan nett
CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. 1509
DEPARTMENT OF ADMINI:STRATION

COMPUTER EQUIPMENT
2014-2019
f WSCA- NASPO'

COOPERATIVE PURCHASING

ORGANIZATION

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

TABLE OF CONTENTS
TABLE OF CONTENTS ...................................................................................................................................................... 2 SUMMARY .......................................................................................................................................................................... 3 EXHIBIT A- TERMS & CONDITIONS ................................................................................................................................ 5 EXHIBIT B - PRICING ....................................................................................................................................................... 24 EXHIBIT B - PRICING SCHEDULE .................................................................................................................................. 26 EXHIBIT C- PRODUCT AND SERVICE SCHEDULE (PSS) ........................................................................................... 27 EXHIBIT D- WEBSITE. ..................................................................................................................................................... 28 EXHIBIT E- ACTION REQUEST UPDATE FORM (ARF) ................................................................................................ 29 EXHIBIT F- REPORTING ................................................................................................................................................. 31 EXHIBIT G -DEFINITIONS ............................................................................................................................................... 32 2 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1510
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DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

SUMMARY

1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multi-state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for:

Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services.

The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below.

Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below:

Band 1: Desktop
Band 2: Laptop
Band 3: Tablet
Band 4: Server
Band 5: Storage
The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website.

2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017 with the option to extend up to 36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator.

3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum.

The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops@ $10,000 for a total purchase price of $100,000).

ITEM CONFIGURATION*
Server $500,000
Storage $500,000
Desktops $ 1 0, 000
Laptops $ 10,000
Tablets $ 5,000
Peripherals $ 5,000
Services Addressed by each State in participating addendum *Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1511

5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software

1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

2. Software is an option which must be related to the procurement of equipment.

3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment.

4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment.
b. Services

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

2. Service limits will be addressed by each State.

3. Wireless phone and internet service is not allowed.

4. Cloud Services including acquisitions structured as managed on-site services are not allowed.

5. Managed Print Services are not allowed.
c. Third Party Products.

1. Contract Vendors can only offer Third Party Products in the bands they have been awarded.

2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services

1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

2. Lease/Rentals of equipment may be allowed and will be addressed by each State.

3. Cellular Phone Equipment is not allowed.

4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer.

6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating·state may be deployed. The participating State will define the process to add and remove partners in their participating addendum.
4 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1512

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT A - TERMS & CONDITIONS

MASTER AGREEMENT TERMS AND CONDITIONS
A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS

1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.

The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive.

All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof.

2. CONFLICT OF TERMS/ORDER OF PRECEDENCE:
a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) c. The Solicitation including all Addendums; and
d. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving prioritY to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated.

3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued.

4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders.

The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or tore issue the solicitation, whichever is in the best interest of the Lead State.

The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board.

5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1513
specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time.

Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents.

6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected.

7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to:

Susan Kahle
Acquisition Management Specialist
Department of Administration
Materials Management Division
50 Sherburne Avenue
112 Administration Building
St. Paul, MN 55155
Fax: 651.297.3996
E-mail: [email protected]

8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final.

By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. .If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must:
a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials.

9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods:
notification by letter, fax or email, or posted on the Materials Management website, www.inmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director.

10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document.

11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
6 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. 1514

12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota.

13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions.

RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE

GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED.

A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested.

14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected.

15. 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 transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

STATE OF MINNESOTA:

MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
651-296-2600
7 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. 1515

MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA-NASPO TERMS AND CONDITIONS

1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.

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

2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:
a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and
d. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated.

3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. ·

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

5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator.

6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term.

7. CONFIDENTIALITY. NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED.

7.1 Confidentiality. The parties acknowledges that they and their employees or agents may, in the course of providing the Product and Services under this Master Agreement, be exposed to or acquire information that is confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed 8 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1516
confidential obtained in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, (c) information concerning individuals, (d) software, (e) product plans, (f) marketing and sales information, (g) customer lists, and (h) "know-how," or trade secrets, is confidential information ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (a) is or becomes (other than by disclosure by disclosing party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in .recipient party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or; (f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had no access to the Confidential Information

7.2 Non-Disclosure. The parties shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, parties shall advise each other immediately if they learn or have reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief against any such person. Except as directed in writing , the parties will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents, papers, and other matter in the recipient party's possession that embody Confidential Information. Notwithstanding the foregoing, the recipient party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.

7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential Information, may cause irreparable injury that is inadequately compensable in damages. Accordingly, the injured party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. The parties acknowledge and agree that the covenants contained herein are necessary for the protection of the legitimate business interests and are reasonable in scope and content.

7.4 Participating Entitv is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws.

8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a written explanation for review by WSCA-NASPO.

In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 20, Minnesota Terms and Conditions

9. DEFAULTS & REMEDIES.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole 9 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1517
discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis.

Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and
ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and
vi. Withhold payment until the default is remedied.
d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

10. DELIVERY. Unless otherwise indicated in th<;> Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders.

11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State.

13. INDEMNIFICATION. DELETED SEE SECTION 2C17.

14. INDEMNIFICATION -INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17.

15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein.

16.1NDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.

The Contract Vendor will apply the charges and invoice each Purchasing Entity individually.

11. INSURANCE. Except to the extent modjfied by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1518
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:
a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate;
b. Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor.

Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory.

Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section.

Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination.

Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement.

18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED- SEE SECTION 2830 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT.

20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract.

If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State.

21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence.

22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement.

It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive.

23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month 11 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1519
on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge.

25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws.

26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, 'examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder.

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

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

Records will be retained longer if required by Participating Entity's law.

27. REPORTS- SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CO-Rom, jump drive or other electronic matter as determined by the Lead State.

Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO 12 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1520
shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

28. ACCEPTANCE AND ACCEPTANCE TESTING.

A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31 '1 day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.

B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.

29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

30. TITLE OF PRODUCT. NEGOTIATED.

OWNERSHIP
a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity.
b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the Master Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. Subject to payment in full for the products, equipment or services, the Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non-exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement. Contract Vendor will retain all right, title and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in performing the services, and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates or output which are developed, created or otherwise used by or on behalf of Contract Vendor in the course of performing the services 13 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1521
or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information or data of Ordering Entity (collectively, the "ResiduaiiP"), even if embedded in the deliverable.

31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing.

Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order.

32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects.

For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numqers and assist the customer in engaging the manufacturer on warranty and maintenance issues.

Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purch11sing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court,

33. LIMITATION OF LIABILITY. NEGOTIATED.

A. CONTRACT VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIV~:. SPECIAL OR

CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT 0)3LIGATIONS OR CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FORTH~ FOLLOWING:
(1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS Of BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES, DELL PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.

B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCEO FROM THIS

MASTER AGREEMENT (INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLL.ARS ($10,000,000).

C. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS fOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE.

THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIPNS OF RISK

CONSTITUTING IN PART THE CONSIDERATION FOR CONTRACT VENDOR'S SALE OF PRODUCTS, SOFTWARE OR SERVICES TO ORDERING ENTITY, AND SUCH LIMITATIONS WILL APP(.. Y

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.

34. SERVICE AGREEMENTS. NEGOTIATED. Contract Vendor may provide Services, Software or Deliverables to you in accordance with one or more "Service Agreements." "Service Agreements" are service contract~. including "Service Descriptions" available at www.dell.com/servicecontracts/us, "Statements of Work," and any other· such mutually agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any other Service Agreement, so that all of the provisions are given as full effect as possible.

Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of !he Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, ancl then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the 14 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1522
foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

35. SOFTWARE LICENSE. NEGOTIATED. Software (defined as any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form as well as the related documentation provided by Contract Vendor to Purchasing Entity) is subject to the separate license agreements accompanying the Software, along with any product guides,' operating manuals, or other documentation included with the software media packaging or presented to Purchasing Entity during the installation or use of the Software. Purchasing Entity agrees that it will be bound by such license agreement.

Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

36. EXPORT COMPLIANCE. NEGOTIATED. Contract Vendor, Lead State and Purchasing Entities acknowledge that products (including software) sold or licensed under this Master Agreement are subject to the export control laws and regulations of the United States and other countries from which they were supplied and in which they are used and Purchasing Entity agrees to abide by those laws and regulations. Purchasing Entity warrants that any software provided by it and used as a part of the services supplied by Contract Vendor under this Master Agreement contains no encryption or to the extent that it contains encryption such software is approved for export under the relevant laws or regulations.

37. RETURNS AND EXCHANGES. NEGOTIATED. Contract Vendor's return policy can be found at www.dell.com/returnspolicy and applies to any returns and exchanges. Before returning or exchanging a Product, Purchasing Entity must contact Contract Vendor directly to obtain an authorization number to include with the return.

Purchasing Entity must return Products to Contract Vendor in their original or equivalent packaging, and Purchasing Entity is responsible for risk of loss, as well as shipping and handling fees. Additional fees, including up to a 15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss, damage, or modification of a Product, or processing of a Product for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with the original purchase. This restocking fee shall not apply in the case of Contract Vendor error. 15 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1523

MASTER AGREEMENT TERMS AND CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS

1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions.

2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A-D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibility standard.pdf Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity.

Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.gov/oet/policies-and-standards/accessibility/#.

3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee.

4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law.

5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED.

6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section.

7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section.

8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions.

Instructions for certification:

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

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

3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification 16 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1524
was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

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

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFRpart 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

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

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an _expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or 17 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1525
amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval.

10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf.

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

12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement.

13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed.

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

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

The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work.

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

16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 18 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1526
40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
(b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.
(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
19 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1527
f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all third party claims or causes of action for personal bodily injury, including death, and damage to tangible personal property, including all legal fees incurred by the Lead State and the Participating Entity arising from the negligence in the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement.

If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity.

18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party against the Participating Entity that Products, Software, Services or Deliverables (excluding Third-Party Products and open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Participating Entity.

If Contract Vendor receives prompt notice such a claim that in the ContractVendor's opinion is likely to result in an adverse ruling, the Contract Vendor shall at its option (1) obtain a right for the Participating Entity to continue using such Products, Deliverables or Software or allow Contract Vendor to continue performing the Services; (2) modify such Products, Software, Services or Deliverables to make them non-infringing; (3) replace such Products, Software, Services or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables or Software.

Notwithstanding the foregoing, Contract Vendor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on behalf of Contract Vendor; (2) the combination, operation, or use of the Products, Software, Services or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contract Vendor's compliance with Participating Entity's written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Participating Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor receiving prompt written notice of the third-party claim or action for which Contract Vendor must indemnify Participating Entity, (y) Contract Vendor having the right to solely control the defense and resolution of such claim or action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action.

This Section states Participating Entity's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to Participating Entity.

19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof.

20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State.

21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat.§ 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards :
20 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1528
a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations.

23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
• a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage.

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

24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY.

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

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which confonms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security 21 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1529
review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

25. PERFORMANCE WHILE DISPUTE 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.

26. PREFERENCE.

Targeted/Economically Disadvantaged.ln accordance with Minn. Stat. § 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time.

To verify TG/ED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's Helpline at 651.296.2600.

Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this sol(citation and include it in your response.

Veteran. In accordance with Minn. Stat.§ 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by:
(1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or
(3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d).

In accordance with Minn. Stat.§ 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74.

To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response.

If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference.

27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this.

28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division.

The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the 22 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1530
State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

29. PURCHASE ORDERS. NEGOTIATED. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract.

Unless otherwise expressly agreed between a Purchasing Entity and the Contract Vendor, any preprinted terms on the Purchasing Entity's purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Master Agreement or the Participating Addendum shall be binding on Contract Vendor.

30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to:
a. reject any and all responses received;
b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement.

31. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent.

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

33. STATE AUDITS (Minn. Stat.§ 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs:

Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees.

35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat.§ 13.37 23 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1531

DEPARTMENT OF ADMINI-STRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT 8 - PRICING

1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage.

2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity one" procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement.

3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement.

4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions.

5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog.

The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list.

The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions.

6. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.

7. BULKNOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested.

Additional savings are expected when competing awarded vendors for volume pricing.

8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers.

9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations:
http:/lwww.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents.

10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade-Ins.

11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel.
24 CONTRACT NO. MNWNC·10B MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1532

12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted.

13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor.

14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency.
25 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1533
c.

Adntbt
~.lflinnsstJta
DEPARTMENT OF ADMINIStRATiON

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT B - PRICING SCHEDULE
may .purchase warranty
purchases of Category 0 Services, Dell will offer a 13.5% discount. 26 CONTRACT NO. MNWNC·10B MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1534

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS)

1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions.

The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information:
a. Band number
b. Part# - SKU #
c. Manufacturer
d. Description
e. Minimum Discount
f. Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State

2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.

3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award.

Suggested format is provided below:

MANUFACTURER NAME
BASELINE PRICE LIST: ------------
DATE: ___________ _
LINK:------------------
BAND Part#- SKU# MANUFACTURER DESCRIPTION MINIMUM CATEGORY

DISCOUNT CODE
1 XYZ ABC DESKTOP 60% 1M
2 550 zzzzzzz LAPTOP CART 10% 2TM
3 123A ABC SUPER TABLET 25% 3A

4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include:
a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. ContractVendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.
d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved.
27 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1535
Adhl1:h 'Minnesota

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT D -WEBSITE

1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies.

2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above.
a. Baseline Price List and historic versions
b. Approved Product and Service Schedule (PSS)
c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote
d. Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved
e. Link to the WSCA-NASPO EmarketCenter
f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
h. Sales representatives for participating entities
i. Purchase order tracking
j. Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance
k. Additional Terms may not be posted on the Website without written approval of the Lead State I. Link to the WSCA-NASPO EmarketCenter if a State is participating • m. Information on accessibility and accessible products n. If participating in Premium Savings Package Program, lead with these products and display prominently on the website
o. Links to environmental certification, including but not limited to take-back/recycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc.
s. Link to Signed Participating Addendums
t. Link to Signed Master Agreement
u. Link to solicitation and Response

3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 28 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1536
Ad1111n 'lllinnssota

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT E- ACTION REQUEST UPDATE FORM (ARF)
The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State.

DATE:

ATTN: WSCA-NASPO Master Agreement Administrator
RE: Master Agreement # ____ with ____________________ (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator:
---;:---;-;---..,.----;--:-,...-;--------- (Contract Vendor) is providing the following update and/or requesting the action noted below.

Action Requested:

Action Log: ______ Verify Log is attached
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
_Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes.

NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed _Third Party Product Addition Provide warranty Guarantee _Marketing Approval Attach Materials for review
_Material Website Change Describe and provide link for review _Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion.

Contract Vendor: Name of Requester:

Title of Requester: --------------
29 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1537
Admtn --Minnesota

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT E -ACTION REQUEST FORM (ARF)

ACTION REQUEST FORM
LOG
Submit updated Action Log with each .update. Log must provide history of previous update.

CONTRACT VENDOR:. _________ _
Contact Name and Email (for questions):. ____________ _ DATE: ______ _
DATE ACTION REQUESTED: DATE

SUBMITTED APPROVED
'
30 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1538

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT F - REPORTING

1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided.

2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter . ... . ····· .. · FRO.M',o''•.;.' ]"0 . .·. DUE .. :•
Q1 Januarv 1 March 31 April30
Q2 April1 June 30 Julv 31
Q3 July 1 September 30 October 31
04 October 1 December 31 January 31

3. REQUIRED REPORTS:

Report Name Submitted to Purpose & Submittal
1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA-

NASPO NASPO
1) Go to: htt(l://www.nas!lo.org/WNCPO/Calculator.as!lx 2) Complete all contract report infonmation fields
3) Enter total sales per State or Select "no sales for quarter" checkbox
4) Click on Submit button
2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales.
3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State.

States may require additional reporting.
4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO.
5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit
31 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1539
Admin / lflinnsstJta

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT G - DEFINITIONS
Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing.

Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals.

Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation.

BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band.

BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touch pad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops.

Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band.

BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

ElAND 6: RUGGEiDI:<:I!D DI!IJICEiS R~ggeEiizeEI releFS te devises s~esilisally ElesigReEite e~erate reliaBly iR harsh ~sage eR>JirGRmeRts aREI seRditieRs, sYsh as streRg viBratieRs, el!treme tem~eratYres aREI wet er EIYsty seREiitieRs. RYggedized Devises may alse Be ellered YA€ier BaREis 1 e elthe Master AgreemeRI. BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS.

Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor.

Components. Parts that make up a computer configuration.

Configuration. The combination of hardware and software components that make up the total functioning system.

Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 32 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1540
2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band.

Energy Star®. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www:energystar.gov.

EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard- the IEEE 1680 EPEAT standard- and website www.epeat.net to identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard for electronic products.

FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document.

General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. https://www.revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band.

Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement.

Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment.

Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor.

Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software.

Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment.

Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon.

Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation.

Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state.

Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc.

Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories.

Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and 33 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1541
maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band.

Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. See http://www.wnpsp.com/index.html.

Purchasing Entity- means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the Master Agreement and becomes financially committed to the purchase.

Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions.

Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to:
warranty services, maintenance, installation, de-installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES.

Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services.

Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable.

Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life.

Third Party Products. Products sold by the Contract Vendor which are manufactured by another company.

Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version.

Warranty. The Manufacturers general warranty tied to the product at the time of purchase.

Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501 (c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and rnay be performing contract administration functions as assigned by the Lead State Contract Administrator. 34 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 1542

ATTACHMENT E
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Item Number: 21
Cit
y Council / Board of Directors
Written Communications
Meeti
ng of: July 19, 2022
Submitted By:

Matthew Pugh, Interim Information Technology Officer
Subject:

Purchase of New Cisco Switches for Remote City Facilities Recommendation:

That the Honorable City Council award the purchase of 35 new Cisco Catalyst 9300L switches and accompanying hardware, software, cables, and installation services to replace existing switches that are out of support to Logicalis, Inc. in the amount not to exceed $275,581,64.

Fiscal Impact:

The proposed purchase was contemplated on the adopted Fiscal Year 2022-2023 Annual Budget and f unds for the purchase are currently available in the General Fund’s information technology capital expense account 1001555- 55050-36026 which has an adopted budget of $300,000.00.

Background:

At the Regular Meeting of the City Council of April 19, 2022, the Honorable City Council took action to award the purchase of new Cisco switches for the City Hall local area network in the amount of $273,831.34 to Logicalis, Inc. The City Hall local area network (LAN) encompasses the City Hall building, the Corporate Yard East building, the Police Station building, the Public Works building, and the Water District ID1 warehouse building.

The purchase authorized the replacement of the equipment located within the City Hall building, which included the core distribution switch in the main distribution frame (MDF) and the data center switch, as well as authorized the addition of a new distribution switch in the MDF to improve internet traffic capacity. In addition, this action authorized the purchase of software for the City’s primary firewall and a new web security appliance that were needed to prepare the City Hall LAN for a 10-gigabit internet connection and to allow additional capacity on the network to support additional workstations as City staffing levels increase.
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The City currently has 35 Cisco Catalyst C2960X switches located at nearly all City facilities that have reached end of support status with their manufacturer, Cisco. These facilities include the following:
• Cor
porate Yard East (City Hall LAN)
• Victorville Police Station (City Hall LAN)
• McArt Public Works Building (City Hall LAN)
• Victorville City Library
• SCLA / VMUS Admin Building
• Building 999
• Westwinds Sport Center
• Industrial Wastewater Treatment Plant Facility
• Hook Park Community Center
• 8th Street Facilities Yard
• Doris Davies Park
• Water District Warehouses 1 and 2
• Fire Stations 311, 312, 313, 314, 315, and 319
• City Hall (City Hall LAN)
Thi
s equipment was installed in 2014 and C isco announced in October of 2020 that the Catalyst C2960X series switches will go into end of support status , with the last day to acquire hardware related to this model series being October 31, 2022, which is only a few short months away. It is standard information technology industry practice to replace equipment when it is no longer supported by the manufacturer because 1) the technology has advanced well beyond the capabilities of the existing equipment, 2) the heat generated by the equipment causes degradation of that equipment over time, and 3) using equipment that the manufacturer no longer supports puts the organization at risk of a large outage should the equipment fail as the manufacturer no longer produces replacement parts.

Discu
ssion:

Logicalis, Inc. has been the City ’s partner for many years in architecting and deploying various solutions to improve the City’s network infrastructure. Attachment A contains the quotation they have submitted in the amount of $275,581.64 to replace the 35 Cisco Catalyst C2960X series switches that are located throughout the City’s network with Cisco C9300L series switches, which is Cisco current mo del for switches of this siz e and connection count. Page 5 of Attachment B illustrates the switch replacement schedule being proposed. Please note that the SCLA / VMUS administration building located at 18374 Phantom West will be upgraded from 24-port switches to 48-port switches because the existing switches are fully subscribed and would not be able to handle additional workstation or device connections such as cameras. Switches at the other facilities listed can handle additional connections.

The
sites that are not part of the City Hall LAN are currently connected to the internet on a 100- megabit connection through Spectrum Enterprise, the City ’s internet services provider. Th e existing equipment is only capable of handling a 1- gigabit internet 1552

connection due to its age while the equipment proposed is capable of handling a 10 - gigabit connection. Approving this purchase will prepare these sites for faster internet connections which is long overdue as the 100 -megabit connections are no longer large enough t o handle the number of devices connected at each site, which includes workstations physically connected with an ethernet cable and wireless devices connected through WIFI. Once the new equipment is in place, Spectrum would simply need to swap out their router for one that has a faster connection capability to increase the internet speed to either 1-gigabit or 10-gigabit, depending on the site’s needs. Not approving this purchase would keep the non- City Hall LAN sites on a 100 -megabit connection, which will have a negative impact on the staff working at these locations as they will continue to experience internet slowness that is impacting the speed at which they can complete their work.

The proposed purchase of this hardware, software, and installation services adheres to the National Association of State Procurement Officials (NASPO) ValuePoint Master Agreement #AP3227 (Attachment B), with Cisco Participating Addendum CA #7- 20-70- 47-01 (Attachment C) cooperative purchasing contract, which is valid through September 30, 2024. The primary goal of public procurement is to obtain quality goods and services to support effective and efficient use of public funds. Utilizing a competitive bid cooperative contract can save significant time and money in the procurement process as well as lower contract prices through the power of aggregation. NASPO contracts involve all 50 state procurement officials through a statewide participating addendum (PA) with the NASPO ValuePoint suppliers / contractors, as in this case, The ReDesign Group via the Dell Marketing LP contract. This contract, as well as many others, was competitively solicited, aggregating all 50 state’s needs. The ValuePoint Executive Council awards the master agreements and are available to all states, their political subdivisions, and other eligible entities, such as non- profits. This cooperative purchasing agreement meets the requirements of Section 2.28.100 of the Victorville Municipal Code (VMC) under subsection 2.28.100(b)(3), which states that the Honorable City Council may authorize the purchase of general services, supplies or equipment through a cooperative purchasing arrangement pursuant to Section 2.28.120 and are at least as restrictive as the City’s procurement requirements.

Information Technology (IT) Department Staff recommend that the Honorable City Council take action to awar d the purchase of the proposed hardware, software, and installation services to Logicalis, Inc. to keep City network infrastructure on a current support schedule with Cisco and to allow the IT Department to begin to make improvements to the internet speed at all of the City’s facilities.

IT Department Staff are available to answer any questions you may have.

Attachments: A. Logicalis, Inc Remote Site Switch Quotation No. 2022-134502v4 B. NASPO Value Point Master Agreement No. AP3227
C. Cisco Participating Addendum CA #7-20-70-47-01

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ATTACHMENT A
COV – REMOTE SITE

SWITCHES QUOTATION
#2022-134502v4
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COV - Remote Site Switches
Quotation # 2022-134502v4
Prepared By Logicalis for:

City of Victorville

To the attention of :

Matthew Pugh
City of Victor
ville
14343 Civic Dr
Victorville, CA 92392-2303
Tel: (760) 955-5069
Email: [email protected]

July 06, 2022

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Pricing Summary
The following is a price summary of Logicalis’ proposed solution.

Price Summary

Amount

Hardware

$185,080.76

Software

$13,837.20

Hardware Maintenance

$16,275.36

Professional Services

$44,193.75

Additional Charges

$16,194.57

Grand Total

$275,581.64

Logicalis offers a range of services, from helping you define and design a cloud strategy to assisting with server and storage selection for your current environment.

We provide a variety of assessments and health checks, perfect for those who need help determining what the next steps are. Find out more at www.us.logicalis.com

To address your most pressing challenges during COVID-19, Logicalis has instituted Rapid Deployment Services designed to support your needs to deploy remote workers, maintain security and infrastructure readiness, and provide supplemental IT staff support. All services are designed to be delivered remotely by a Logicalis Engineer. Find out more at http://bit.ly/3b6Gnzp

Ask us about Logicalis Leasing Solutions—a value-added service tailored to our customers. Leasing offers strategic, operational and financial benefits that can help meet your company’s goals and get your project funded. Logicalis financing experts work with more than a dozen trusted leasing partners to assist you as our valued customer. We can deliver competitive rates and flexible terms and make the leasing process easy.

City of Victorville
July 06, 2022

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Victorville City CouncilJuly 19, 2022

Victorville City Council
July 19, 2022