2013-224ORDINANCE NO. 2013-224
AN ORDINANCE AWARDING A CONTRACT FOR THE CAPITAL LEASE PURCHASE OF
DESKTOP PERSONAL COMPUTERS (PCS), NOTEBOOK PCS, PERIPHERALS, AND
SERVICES AS AWARDED BY THE STATE OF TEXAS DEPARTMENT OF 1NFORMATION
RESOURCES (DIR) CONTRACT NUMBER DIR-SDD-1951; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTIVE DATE. (FILE
5337 AWARDED TO DELL FINANCIAL SERVICES LP FOR A TOTAL LEASE AMOUNT OF
$1,343,277.36 AND ADDITIONAL PRODUCTS 1N THE AMOUNT OF $423,900 FOR A NOT-
TO-EXCEED AMOiJNT OF $1,767,177.36).
WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and
tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in
accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described materials, equipment, supplies or services can be purchased by the City through
the State of Texas Department of Information Services Go Direct Program at less cost than the City
would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office
of the Purchasing Agent, are hereby approved:
FILE
NUMER VENDOR AMOUNT
5337 Dell Financial Services LP $1,767,177.36
SECTION 2. By the acceptance and approval o�the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of
Texas Department of Information Services Go Direct Program for such items and agrees to purchase
the materials, equipment, supplies or services in accordance with the terms, conditions,
specifications, standards, quantities and for the speciiied sums contained in the bid documents and
related documents filed with the State of Texas Department of Information Services Go Direct
Program, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the State of Texas Department of Information Services Go Direct
Program, the City Manager or his designated representative is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications and standards contained in the Proposal submitted to the
State of Texas Department of Information Services Go Direct Program, quantities and specified sums
contained in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5, This ordinance shall become effective immediately upon its passage and
.._........, __ __
approval.
PASSED AND APPROVED this the �� da of � ���`` , 2013.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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Cit of Denton
Y
Contract # 5337
Dell Computer Lease
through
DIR Contract SDD-1951
SECRETARY/CLERK CERTIFICATE
I, Jennifer Walters, do hereby certify that:
(i) I am the duly elected, qualified, and acting City Clerk (Clerk, Secretary, etc.) of City of
Denton, Texas a Texas public entity (the "Public Entity").
(ii) Each of the persons whose name, title and signature appear below is a duly
authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth
opposite his/her name and the signature appearing opposite each such person's name is his/her genuine
signature:
NAME OF AUTHORIZED
SIGNATORY
Elton D. Brock
Kevin Gunn
TITLE OF AUTHORIZED
SIGNATORY
Manaqer. MM&P
Director, Tech Services
SIGNATURE OF AUTHORIZED
(iii) Each such representative is duly authorized for and on behalf of the Public Entity to
execute and deliver that certain Master Lease Agreement No. 5337 (the "Agreement") and any related Lease
Schedules from time to time thereunder (the "Schedules") between the Public Entity and Dell Financial
Services L.L.C., a Delaware limited partnership or its assignee (collectively, "Lessor"), and all agreements,
documents, and instruments in connection therewith, including without limitation, schedules, riders and
certificates of acceptance.
(iv) The execution and delivery of any such Agreement and all agreements, documents,
and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any
manner restricted by the terms of the Charter or other document pursuant to which it is organized or of any
loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property
is bound.
��) `raT�ii��'.T-"�o^-,T--.^°oi io.,nQi G��kFe Pdblis €I��i�r�id, at a d�l�/-salled i.o,.��i�� „
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��ar��a��.�r-�--����a�F--�a���-...cs�� _..._ ,�_�4�:�..�;._���..�a�t�i�r�����rn��cl�-;w-��r;���wa�1���—�a��r-i�d� i��..-��;��-�����-��ih ��.r
����a�M�-�� ���a�--�Mtl �c����rrra�i7Y��;��,��ar����+�t�„--��c�—����t��a����r��rr-��r�sae�8-�ears—t�rr�aw�Q�..._c���--�Cs.�i-i�l� ���?—ka°�
�����,��i���-�����������:�-��-��-�-��-������r��p�y�r�����-��-���������r�.�.�w�� �����----�-����-����;�n_�p�������.����
A��r-�=.����� th.�...a'������_-��k�c����l�(€��_.�a��--�:kl-�r��-��:r��e�+at.�a�..+���c���c�n�-�,-�ra�l-ira�ls��rn�rti-��--i�_�er��r�f>i�r�-���-r'e�,ri���
(vi) No event or condition that constitutes, or with the giving of notice or the lapse of time
or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date
hereof.
(vii) All insurance required in accordance with the Agreement is currently maintained by the
Public Entity.
(viii) The Public Entity has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the Rent payments scheduled to come due
during the first Fiscal Period and to meet its other obligations for the first Fiscal Period (as such terms are
defined in the Agreement) and such funds have not been expended for other purposes.
(ix) The Fiscal Period of the Public Entity is from October 1 to September 30.
(x) The foregoing authority and information shall remain true and in full force and effect,
and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation
of same, in whole or in part, has been delivered to Lessor, but in any event, shall be effective with respect to
any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to
Lessor of said written notice of said modification, rescission or revocat'��an.
IN WITNESS WHEREOF, I have hereunto set m hand this ��� ��� �
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Attachment A
Contract # 5334
Dell Financial Services
Lease uotation
and
De lo ment Services
p Y
� � Financi�l Services
Quote # Equipment
�......._�. _�.�. ,w
t��,<�t���i�t�� ' OP7IPLEX 7010
Attachment A
CITY OF DENTON
. w__�,.�.� �..�t��g�b�l�� �, 2013
_ Total Amount Paq_ y_ ......T. —
� yment Lease
Unit Rrice QtY• ' Financed Fre uonc Term
(month:
$916.00 � 770 W�$725.340.00 mm Semi-Annual �
A8� .�m
6 6430 �1,513.00 18U
... ......_.
��� LL PRECISION �1 598 02 14
��������.�... OPTIPLEX7010, w....�,�5_��_...--
� � 87.00 130
ITmmIT�m� SOW �109.93 m mIT ��
.. 108(
�---_____ ... eA�...m . �,.e._ m._. �.... � ..�._k �. ..�.�, �
Total
�. I Financial Services
�22,372,28 Semi-Annual AS
6272,340.00 Seml-Annual � 48
p ' �_j 8
$118,724 40 Semi-Annual 9
$1,254,086.68��Q ��„�� �������
Lessee: CITY OF DENTON
Lessor: Dall Flnancial Services LP, and/or its successors end assigns.
END OF LEASE OPTIONS:
TAX EXEMPT LEASE PURCHASE
Options available to lessee upon completion of tl�e base lease term are as follows:
1) Exercise the option to purchase the products at $1.
2) Refurn ail products to lossor at lessee's expense.
l.ease Lease Payments
Rate �In Advance)
Factor
0.13389 �J7�1�15.77 _
0,13389 T �36,463.60
0.1..3389 `� � ��g; ..� �
3383 � � ��
� 15,�3k� �3�
0.13389 �1 � 896.01 ����
��� �� $167,909.67�
LEASE QUOTE: 7he Lease Quote is exclusive of shipping costs, maintenance fees, filing fees, licensing fees, property or use taxes,
�ra,��ir�a���,� ��G��;r���iµ,�r�r� �r��! ��imilar items which shall be for Lessee's accoun�„ E������� +�dVC ��+� ,��ll Lease Paymenis and olher amounts
�v's��r�ca� :���-�f�, ��<�l�a����'iG or reduclion for any reason whatsoever. Addititaa°��q9y4 1,����:� >B��nl declare and pay all sales, use and
��r�rs�arbt�f pM+�'����co�� la7�;�:s l�r the appropriate taxing authorities. If you are sal'c� t�� �x�r�7,[aid p:�G���se fax a copy of your Exemplion
Certificate wilh ihe Lease Contract.
PURCHASE ORDER: The Purchase Order must be made out to Dell Financial Ser�ices L.P., One Uell Way, RR8 Box 34, Round
Rock, TX 78682. The Purchase Order will include the quole number, quantily and description of 1f1e equipment. Please be sure to
indicate that the PO is for a lease order and shows the type of lease, the term length, and payment fre�uency. 7he date of the lease
quote referenced should be included. Please be sure to fnc(ude any applicable shlpping costs as a line item. Please include your
address as the Sf-IIP TO destination.
INSURANCE: The risk of loss on ll�e Equipment is bome solely by tlie Lessee. Lessee shall be required to purchase and maintain
during the Terrn (I) comprehensive public liability insurance naming Lessor as additional insured; (ii) "ali-risk" physical damage
insurance in a minimum amount of the Purchase Price, naming Lessor as firsl loss payee; and, (iii) workmen's compensation
insurance.
APPROPRIATION COVENANT: The �ease shall conlain an appropriation of funds clause. The Lessee will covenant that it shall do
all things legally within iis power to obtain and maintain funds from which ihe payments may be paid and Lessee wflf not give priority
or parily in the application of funds to any functionally similar equipment.
DOCUMFNTATION: Duly executed Agreement and other appropriale documents, including, opinions of counsel, UCC financing
statements, IRS tax exemption forms (if applicable), audited financials and such other documentafion as is reasonably requested by
Lessor.
PROPOSAL VALIDITY/APPROVALS: This is a proposal based upon market conditions and is valid for 30 days, is subjecl to final
credit approval, review of the economics of the lransaction, and execution of mutually acceptabfe docurnenlation.
Qitate Sutni��az�3�
�
,r �
Date: 815l2013
QUOTATION
Quote #:
Customer #:
Contract #:
CustomerAgreement #:
Quote Date:
Cusiomor Name;
659831287
000834505
42AFU
DIR SpD-9951
08105f2013
CITY OF p�NTON
Thanks for choosing DeII! Your quote is detailed befow; please review the quote for product and
informational accuracy. If you find errors or desire certain changes please contact your sales
professional as soon as possible.
Sales Professional Informaiion
SAI,�S REP: NILARIO A SALINAS
Email Address: Hilario SalinasCcr�.DELL.com
PMONE: 9 800 - 4563355
Phone Ext: 7250005
GROUP: 1 QUANTITY: 770 5Y5TEM PRICE: $9�42.00 GROUP TOTAL: $725,340.00
Descripflon
OpfiPlex 7010 Minifower Base (225-2808)
3rd Gen Intel Core i7-3770 Processor {8MB, 3.4GHz) w/HQ4000 Graphics, Dell Opiiplex
7010 {318-2164)
4G8, NON-ECC, 1600MNZ QDR3,1 DIMM,OPTI (319-0218}
Dell USB KB, English, WIN7l8, OptiPlex and Precision Deskiop (331-95$6)
No Monitor Selected, Dell �ptiPlex (320-3704)
9GB AMD RADEON Hb 7470, wNGA,OptiPlex, FH (321-015�)
250GB 3.5" SATA 6Gb/s with 8MB DataBurst Cache, OptiPlex 9010/7010l3fl10MTlDT
(400-AAM�
Windows 7 Professional,No Media, 64-bit, OptiP[ex, English (421-5606)
Windows 7 l.abel, OptiPlex, Fixed Precision, Vostro Desktop (330-6228)
Dell Client System Update (Updates latesf Delt Recommended B105, Drivers, Firmware
and Apps),OptiPlex (421-5334)
SofEware, DbPA (Dell Data Profection Access), version 2.3, OptiPlex x010 (421-8276)
Dell MS111 USB Optical Mouse,OptiPlex and Fixed Precision (330-9458)
Intel Standard Manageability, Defl OptiPlex 7010 (331-6245j
16X DVD+/-RW SATA, Qata Only, OptiPlex 9010 (318-1540)
Thank you for Choosing De0 (318-2231)
Heat Sink, Performance, Dell OptiPlex Minitower (331-5538)
Internal Speaker, OPtiplex (318-0319)
Enable Low Power Mode for EUP Compliance,Del[ OptiPlex (330-7422)
Fteguiatory label, Mexico, for OptiPlex 7010 MiniTower (331-6588)
Optiplex 7090 Minitower, Standard Pawer Supply (331-7780)
SafetylEnvironmenE' and Regulatory Guide (English) {340-ABSZ)
Power Cord,125V,2M,C13,Dell OptiPlex (330-1711)
No ES7AR Seftings, OptiPlex (331-8325)
No Resource DVD for Dell Opfiplex, l.atitude, Precision (313-3673)
Chassis intrusion switch, DellOptiP[ex {429-7229)
Quantity
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
770
�
�le;//C:1Documents ai�.d Settingsljaklinck\Local SettingslTemporaz-y Intei•iiet FileslContent... 8/12/2013
Quote Summaty
1 W ready mode - exceeds FEMP 3W recommendation. Mode can be disabled in BIOS.
OptiPlex (310-1959)
No Quick Reference Guide,Dell OpiiPlex (310-9444)
Shipping Maierial for System,Minitower,bell OptiPlex (331-1268)
No Productivity Software,Dell OptiPlex,Precision and l.atitude (421-3872}
Basic Hardware Service: Next Business Day Onsite Service After Remote niagnosis 2
Year Extended (995-1923}
Basic Hardware Service: Next Business Day Onsite Service AFler Remote Diagnosis Initial
Year(995-0903)
Dell Limited Hardware Warranly Plus Service Exfended Year(s) (995-4303)
Dell Limited Hardware Warranty Pfus Service Initial Year (995-4093}
Dell ProSupport Service Offering Declined (991-2878)
Intel Core i7 Desktop Sticker (331-1565)
DELL U2212H 21,51N F'lat Panel Display,OpfiPfex,Precision and Latitude (320-2708)
�`Total Purchase Price:
Producf Subtotal:
Tax:
Shipping & Handling:
Sia#e �nvironmental Fee:
Shipping Method;
770
770
770
774
770
7�0
774
770
770
770
770
$725,340.00
$725,3�10.00
$0.00
$0.00
$0.00
L.TL 5 DAY OR LESS
('` Amounf denofed in $)
Page 2 af 2
Stateme�it of Condltlons
The information in lhis documenl is believed lo ba accurale. However, Dell assumes no responsibilily for ineccuracles, errors, or
omissions, and shell nol be liabte for direct, IndireCl, special, incidenlal, or consequential damages resulting from any such error or
omisslon. Dell is noi responsible for pricing or olher errors, and reserves the righl lo cancel orders arising from such errors.
Dell may make changes to thls proposal including changes or updales lo Ihe products and services described, including pricing, withoul
notice or obligalion.
'p ht5 �r��r�,���fl C�� �ur�� Irrfl�rucC��J 0��� ca��tr� �u cnra�r�c9��!�d d�p�ta��r���s&rdF�� LREre��ss ��xqa��a��dy ��r�rt:�r�� rzCP�s.�r��ri�,��a r��r a� �,°�xVur� wa�a��d �ay� kl�a�r �r�a�rd��k���a, ��11
aaai��r� Yay �„��"i"'� �7V'� q':���J f�J� ���rr� ¢�r�1� �a���cdu���� ��°s� .a�rvrQ����� w I�r�ltl ���r: �a�kr�e��M 1<�r &�a�l�'� "I'�rr�7� �rr�d����ror��kCdu�a���� �C� �,��9�-t�a�a�aeCk�, ��^�ue��� ��� ����
d�a�marac� �x��^u^r+v�,���_�11 r;ar�ql.k��„ �erur3��waiu'tl�.N� eav�:ayrrp��csu��ke� I��a:Nl'� �.5, N��tl�,�'to"o �r�Y{��� �tY �vwwv+�t�.a��.Ta�r���±f.�r�.�Y�wwl&?�C9�"'�,3.� ��i�1. �'�a:���� r�a�d 4k^��ra�s+� ��rms
r��rca�a�q�yr �n�l i�n V9�u�h� uar�Y�ir�4y+„ �aris� �r�atm iaru p�r4ua�l��e� &tumt N:'�a�l f�e�erall���nc �ar�r�� Lq�s€�PLca,�p�u��be��a�r�r! �rwaaY����s, �D��61�Ei�6'i���areai ��tV�-�rra�'ro���u�
�ra�ias���1���« I��awrar��a�u�'t £�11.f��i��t� d¢9�r; ���u��a�8�as, n'uc���u�uu��90-Y�n�ee��rJ a�r����r�ae���� y�c��du��;R,�„ ���o4c���g�rl+��r r�a��'.va�a�ro, ����u,'! �as�acrr�X���r� ha��a�Cw��r"� �r�
s��w�r�a g�r�r�Rurt:�f� �s�rey d�crl �r� �Y�1i�rw��c6� �Q ae��+ tl�a�r�. f'hc�dr�r� �Rsa� �@x�'sP'� ��� sqrR��uv� 4cr tlhr� k�r�ra� �af �a��,�� ��,fa91�'.�i�E�s ���cv'd�:� c�c��ukr�vct��s}� 5��d��'r��r
can be found at v+�vw.dell.com/servicecontracls.
All informatfon supplied to CITY OF DENTON for the purpose of lhis proposa[ is lo be conside�ed confidenlial iniormation bslonging to
Dell.
About Dell
Dell Inc. (NASDAQ: DELL) listens to cuslomers and delivers innovative lechnology and services they trusS and value. Uniquely ertabled by
its direct business model, Dell is a leading gfobal sysiems and services company and No. 34 on lhe Fortuna 500. For more information,
visll vnvw.dell,com.
Privacy Policy
Dell respects your privacy. Across our business, around Ihe world, Dell will collecl, slore, and use customer informalion only lo supporl and
enhance our relalionship wilh your orgenizalion, for example, lo process your purchase, provide service and support, and share producl,
service, and company news and oHerings wilh you. Del! does no! sell your personal informalion_ for a compleie statement of our Global
Privacy Policy, please visil dell.com/privacY.
file://G:1Documents and SettingsljaklineklLocal SettuigslTempa��aiy Intelnet Files\Conteiit... 8/12/2013
Quote Sumulary
����µ
� "° �»ra
����,. �.
Date: 8l5l2013
QUOTATION
Quote #:
Customer #:
Contract #:
CustomerAgreement #:
Quote Date:
Customer Name:
659839504
000834505
q2AFU
DIR SDD-1951
08l0512013
CITY OF pENTON
Thanks for choosing Delf! Your quote is deiailed below; please review the quote for product and
informational accuracy. If you find errors or desire certain changes please confact your sales
professionaf as soon as possible.
Sales Professional Information
SALES R�P: HILARIO A SAI.INAS
Email Address: Hilario Salinas(a7DELL.corrt
PMON�: 1800 - 4563355
Phone Ext: 7250005
GROUP: 1 QUANTiTY: 130 SYSTEM PRICE: $887.00 GROUP TOTAL: $115,310.00
Description
OptiPlex 7010 Small F'orm Factor Base (225-2812)
3rd Gen Intel Core i5-3470 Processor (6MB, 3.2GHz) w/HD2500 Graphics, Qell Optiplex
7010 (319-0992)
6G6, NON-ECC, 1600MHZ DQR3,2DiMM,OptiPlex {3'i7-8986)
Dell USB KB, English, WIN7/8, OptiPlex and Precision Desktop (331-9586)
No Monitor Selected, Dell �ptiPlex (320-3704)
1 GB AMD RAQEON HD 7470,LP,wNGA,OptiPlex (320-9617)
250GB 3.5" SATA 6Gb/s with 8MB DataBurst Cache, OptiPlex 9010/7010/3010MT/D7
�aoa-,4annv�
Windows 7 Professional,No Media, 64-bit, OptiPlex, �nglish (421-5606)
Windows 7 Label, OptiPlex, Fixed Precision, Vostro Desktop (330-6228)
Dell Client System Update (Updates latest Dell Recommended BIOS, Drivers, Firmware
and Apps),OptiPlex (421-5334)
Soflware, DDPA (Dell Data Protecfion Access), version 2.3, OptiPlex x010 (421-8276)
Defl MS111 USB Optical Mouse,OptiPlex and Fixed Precision (330-9458)
Intel Sfandard Manageability, Dell OptiPlex 7014 (339-6245)
8X Sliml.ine, DVD+/-RW, Dell OptiPlex (318-0620)
7hank you for Choosing Dell {318-2231)
Heat Sink, Perf/Mslrm, SFF, OptiPlex (331-8318)
lnternal Speaker, OPtiplex (398-0319)
Optiplex 7090 Small Form Factor, Standard Power Supply {339-�585)
Enable Low Power Mode for EUP Compliance,Dell OptiPlex (330-7422)
F2egulatory label, Mexico, for OptiPlex 7010 Small Form Factor (331-7359)
Safety/Environment and Regulatory Guide {English) (340-ABSZ)
Power Cord,125V,2M,C'13,Qell �pliPlex (330-1711}
No ESTAR Settings, aptiPlex (331-8325)
No Resource DVD for Dell Optiplex, Latitude, Precision (313-3673)
1 W ready mode - exceeds FEMP 3W recommendation. Mode can be disabled in 610S.
Quantity
130
130
130
130
130
130
130
130
130
130
130
�so
130
130
130
130
130
'f 30
130
130
130
130
130
130
Page 1 of 2
file://C;1Documents and Setti�igsljaklinck�I,oca1 SettiilgslTeinporary Internet FileslCo�itent... 8/12/2013
Quote Sui��txiar}�
OptiPlex {310-1959)
No Quick Reference Guide,Dell OptiPlex (310-9444)
Shipping Material for System,Small Form Facior,Dell OptiPlex 990 (331-9270)
No Productivily Sofiware,Dell OptiPlex,Precision and Latitude (42'[-3872)
Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis 2
Year Extended (995-1923)
Basic Hardware Service: Next [3usiness Day Onsite Service Affer Remote Diagnosis Inifial
Year (995-0903)
Dell Limited Hardware Warranly Plus Service Extendecf Year(s) (995-4303j
Dell Limited Hardware Warranty Plus Service lnitial Year (995-4Q93)
Defl ProSupport Service Offering Declined (99'f-2878)
Intel Core i5 Deskt�p Sticker (331-1566}
DELL U2292H 21.51N Flat Panel Display,OptiPlex,Precision and Latitude {320-2708)
*Tofal Purchase Price:
Product Subtotal:
Tax:
Shipping & Handling:
Siate Environmental �ee:
Shipping Method:
130
130
130
130
130
130
130
130
130
130
130
$116,3'i 0.04
$115,310.00
$0.00
$0.00
$0.00
LTL 5 DAY OR LESS
(* Amount deno[ed in $)
P�ge 2 of2
Slatement of Coiid3tfons
The infor��Zla�rv w�rv U�g� �+�a�4�.wrrurrN�1 i� tl�e�����v�� ir� ��ma a�!��aM��e�, d�C�wvr�ri����, C���9V ��^�aararo�� no r��r�c�a� ,1Gr�G1i�r [uyr ir�r�w;r„�pr:s�}e�¢, �rr�ur�, �r
omissionk�, �s�wr�9 „���W�q��a�9P ��tt I�c bka�h8� d�r� wi�e��R, �a1a9b��r�k, �������q, Iru�i�irs�at��i�d, +���' c���r��r�a�u�nliaN c�mrr��q��s� ����¢rGC6�vc� �rt�arro �r�,p� �,�arut9 �rr�ar or
omission, C�r�IC a:, rta�a r'a;���rra��Eu; f�ac @ci�6rag� �w� �°a�9���rr arraars. ���tui aa��a�d�'��s 11�� r��AtS ��.0 can�;��.9 a�r��;r� �risla?g^� Yr�r�M �xrc:�r ��r�r�;�.
Dell may i�r�krs a;��aa�uc��e� Q�r !@ro�s r�r�y�r��a�l i�n�qu�d�w��� c@a������ ar r�paw�z��a�� 9¢t aN�a� �a�rr�ln��ts art�V ��q �r�+�� d����i(�a�d„ ma��Gtssdbxg� pp��r�1���. wilhoui
noliE;�s uz•+�fl�liy��'rsre�.
Thi� pvrc�p��a��9 I� aac�� iraRr�r�a��;� lo creale a contraolual relalionship. UnN�a�� ux���r��� �Ny ��r���6 a�l�r�r�w�V�sa� arw � x"pr9P�f�c� �u�n6�r� la�* tMn�: ����t`saw ��11
ordr�r� �y C:IYY {.`7'f= �J��i�"UpV for Dell producls and services shall be �ai#��r�cq h�a G��1i's 6"�rrrxe� ��tC �;���r�iql�,an� �� �wad�•fJdr'��I v��rft;P� a;r�u� ta�
fou��r� �q�ro,m,��� a6�N;.r�s rstdCca� ��, and which Incorporate Dell's U.S. Retu��a !"tsCicy�„ ��[�q �+r�.r�a� �q ��r�Rw�� �nma�g&��1�4'dl,���C� .�G���,�a� ���s� 91�uu�+� ��a���u��
caretully and in lheir enliraty, and nole In parlicularlhat IJa�11 E�qGrsklRn��A�; a�r�� �:r�,�a��Iua��ir-i;r��urwS�d �arrtfu�4�, C�'�aYIN��6� �su�M ��N�.•'i�a"�racffi�cW
producls, PoweNault ML6000 lape libfades, non-Dell-be�ca��r� �s�t���ru�aa ptiucr�c��4r��n, �raC�s�paw%s� a�'tl��Aa�u'�„ �¢i� r�,u,��ona���t�t� i�r��r�t�s����a� s�t'
software producta may not be relumed at any lime. Ord��¢s :�lsa� �d��iE A��s sw��j��� �� dh�ro �a�r'pb�� a�t ca+�,�^ ��6ja»���*� ���� ������� �'���'�'w �"N�'a���
can be found at wnvw.dell.com/servlcecontracts.
All information supplied 10 C1TY OF DEN70N (or lhe purpose of this proposal Is to be considered confidenlial Informalion belonging to
Dell.
About Dell
Dell lnc. (NASDAQ: DELL) lfsiens to customers and delivers innovaUve lechnology and services Ihey lrust end valuo. Uniquely enabled by
iis direct buslness model, Dell is a leading global syslems and services company and No. 3q on the Fortune 500. For more Informalion,
visil vrrnv.dell,com.
I`?r➢v�a;y P�csldcy
tl���l ���s,��r:4s gr��,nr �rpv��r.y, f�c,�oss our business, around lhe wodd, Dell will collect, store, and use customer informalfon only lo support and
cr�����ac�, ��r ra�1�s9�cru�s��lb� �^�a117 your organizalion, for example, io process your purchase, provide servlce and supporl, and share producl,
�crv�r,�, �anr� w�aroro���rqy n��v�� ;:Mnd oFferings with you. Dell doss not sell your personal informatlon. For a complete slatement of our Global
Privacy Policy, pfease vlsit dell.com/privacv.
file;//C:1Documents and Settings\jaklincklLocal SeftingslTemporary InternEt PileslConten#.,. $/12/2013
Qnote Summary
���,��, �
Date: 815I2013
QUOTATION
Quote #;
Custorner #;
Contract #:
CustomerAgreement #:
Quote Date:
Customer Name:
658635524
000834505
42AFU
DIR SDD-1951
07/24/2013
CITY OF DENTON
Thanks for choosing Dell! Your quote is detailed below; pfease review lhe quote for product and
informational accuracy. If you find errors or desire certain changes please contact your sales
professionaf as soon as possible.
Sales Professional Information
SAL�S REP; H1LAR10 A SALINAS
Email Address: Hilario Salinas(D.DELt.com
PHONE: 1800 - 4563355
Phone Ext; 7250005
GROUP: 1 QUANTITY; 180 SYSTEM PRIC�: $1,513.00 GROUP TOTAL: $272,340.00
Description
Dell Latitude E6430 {225-2655)
3rd gen Intel Core i7-3540M Processor (3.OGHz, 3M cache, Upgradable to Intel vPro
iechnology}, Dell Lat. E6430/6530/ATG {338-BBKM)
8.OG6, DDR3-1600MHz SDRAM, 1 QiMM, Dell Latitude (319-1529)
lnternal English Dual Point Backlit Keyboard for Windows 8, Latitude E(331-9776}
Documentaiion (English), Dell Latitude anc! Precision Workstafions (332-0472)
Tech Setup Guide, English, Dell Latitude E6X30 (331-5825)
NVIDIA NVS 5200M (GQDRS 1 GB) Discrete Graphic with Optimus, Dell Latitude E6430
(318-1889)
128GB Dell Mobiliiy Solid State brive, Dell L.atitude E6X30 {342-4258)
No Dell ControlVault, No Fingerprint Reader, No Smartcard Reader and No Contactless
Smartcard Reader, Dual Point (331-5841)
14.0" HD (1366x768) Anti-Glare LED-backlit, Dell Latiiude E6430 (320-3062)
Windows 7 Professionaf, 64-bit, No Media, Latiiude, English (421-8067)
Windows 7 l.abel, Latitude, Vastro and Mobile Precision Nofebooks (330-6322)
Software, DDPA (Dell DaEa Proiection Access), version 2.3, Dell Lalitude EXX30 (421-
s7�s)
No Modem, Dell Latilude E4 (331-5834)
No Modem for Laiitude E-Famiiy (313-9606)
US - 3 foot Flat Power Card, Del1 Latitude (330-4016)
90W 3-Pin, AC Adapter, Dell Latitude EXX30 (331-5829)
8X DVD�!-RW, Dell Latitude E4 (318-1732)
8X dVD+/-RW Bezel, Dell Latitude E63XO/E6�}XO/E6bX�/ATG (318-0466)
Thank you for Choosing Dell (318-2231}
Noise Cancelling Digiial Array Microphone, Dell Latifude E6430/ATG (318-1719)
Intel Centrino Advanced-N 6205 802.11n 2x2 Half Mini Card, Dell Latitude E4/Mobile
Precision (430-Q632)
No Intel vPro Technology Ac�vanced Management Features, Dell Latitude E6430/S/ATG
(331-5836)
Quantity
180
180
180
180
180
180
180
18Q
180
180
180
180
180
180
180
180
180
180
780
180
180
180
180
Page 1 of 2
file://C;1Documents and SettingsljaklincklLocal SettulgslTempoi�ar�� Interizet riles\Contellt... 8/12/2013
Q110fe SL]1171111Pj�
9-Cell {97WH) Primary Lithium lon Battery, (3.OAh) ExpressCharge Capabie for Latitude
E4 (312-1319)
Energy Star Enabled/E-PEAT, Latitude E6X30 (331-6213)
No Productivity Software,Dell OptiPlex,Precision and l.atitude (421-3872)
Basic Hardware Service: Next Business Day Onsite Service Aiier Remote Diagnosis 2
Year �xtended (993-9141)
Basic Hardware Service: Next Business bay Onsife Service After Remote [3iagnosis Initial
Year(993-8341)
Dell Limiled Hardware Warranty Plus Service Extended Year(s) (994-0921)
Dell Limited Hardware Warranly Plus Service Initial Year (994-0681)
Dell ProSuppori Service Offering Declined (991-2878)
Intel Core i7 Processor (331-1640)
E-Pori Plus, 130W Advanced Port Replicator, USB 3.0 for Latitude E-Family (331-6310)
*Total Purchase Price:
Produci Subtotal:
Tax:
Shipping & Handling:
State Environmental F'ee:
Shipping Method:
180
180
180
180
180
180
180
180
180
180
$272,340.00
$272,340.00
$0.00
$0.00
$0.00
LTL 5 DAY OR LESS
(*Amouni denoted in $)
Page 2 of 2
Slatement of Condilfons
The information in lhis document Is believed to be accurale. }{owever, Dell assumes no responsibilily ior inaccuracies, errors, or
omissions, and shall not he liable for direcl, indirect, special, inddenlal, orconsequenlial damages resulUng from any such error or
omission. Oell is not responsible for pricing or other errors, and reserves lhe r(ghl lo cancel orders arising trom such errors.
Dell may make changes lo this proposal fncluding changes or updaies to the products and services described, including pricing, wilhout
notice or obligalion.
This proposal is nol iniended lo creale a coniraclual relalionship. Unless expressly agreed othernise in a wriling signed by ihe parlies, all
orders by CI7Y OF DENTON for Dell products and services shall be subject io Dell's Terms and Condilions oi Sale•Direct, �vhich can be
found atwvrncdell.comllerms, and which Incorporate Dell's U.S. f2eturn Policy, al �v�raw�r.c1�N� racraCsa�tiiarrti�ru�li&sv��Cc;�l�N • Please read those lerms
carefully and in lheir enlireiy, and nole in parlicutar that Dell EqualLogic and Equt�14+��rdc4t�r�re�u��:ei ��r•aar�a�ctr, P)�6tlC�MC and EMC-brended
producls, PowerVault ML6o00 tape libraries, non-Oell-branded enlerprise products, enierprise soflware, and cuslomized hardware or
soflware producls may not 6e returned al any time. Orders also shall be subJect lo lhe lerms of any applicable service contracl(s), whlch
can be found at wvnv.dell,comiservicecontracls.
All informalfon supplied lo C1TY OF DENTON for lhe purpose of this proposal Is Io be considered confidenlial informalion belonging lo
Dell.
About Dell
Dell Inc. (NASDAQ: DELL) listens lo customers and delivers Innovative technology and services lhay irusl and value. Uniquely enabled by
its direct business model, Dell 1s a leading global systems and services company and No. 34 on the Fortune 500. For more lnformalion,
visit yNnv.dell.com.
Privacy PoUcy
Dell respects your privacy. Across our business, around Ihe world, Dell will collect, siore, and use customer Informalion only to support and
enhance our relaiionship with your organizalion, for example, to process your purchase, provide service and support, and share producl,
service, and company news and offerings wilh you. Dell does not sell your personal informatlon_ For a complete slalemenl of our Global
Privacy Polfcy, please visit delf.com/privac .
file://C:1Dociiments aizd SettingsljaklincklLocal SettiiigslTen�porary Interiiet Files\Conte�rt... 8/12/2013
Quote Sununary
�� �
�� �, �
Date: 8/5/2013
c�uora rroN
Quote #:
Customer #:
Contract #:
CustomerAgreement #:
Quote Date:
Cusiomer Name:
658711063
000834505
42AFU
D1R SDD-1951
07I24/2913
CITY OF DENTON
ThanEts for choosing Delll Your quofe is detailed below; please review the quote for product and
informational accuracy. If you find errors or desire cerfain changes please contact your sales
professional as soon as possible.
Sales Professional Informatfon
SALES REP: HILARIO A SALINAS PHONE: 1800 - 4563355
Email Address: Hilario Salinas(a7DELL.com Phone Ext: 7250005
GROUP: 1 QUANTITY: 14 SYSTEM PRICE: $1,598.02 GROUP 70TAL: $22,372.28
Descripfion
Dell Precision T3600,MT, 635W {225-209Q)
Four Core XEON E5-1603, 2.8GHz, 10M, Dell Precision 73600 (317-8699)
SGB DDR3 RDIMM 1333,ECC,4x2GB,LV,PWS 7x600 (397-9072)
Dell USB KB, English, WIN7l8, OptiPlex and Precision Desktop (331-9586)
Monitor Option-None (320-3316)
9G8 nVIDIA Quadro 600,Dua1 Monitor,lDP and 1DVI,DeII Precision T3600, T5600, T7600
(320-3644)
250GB, SATA, 3.5 Inch, 10K, Hard Drive, Rell Precision Tx6�0 {342-5253)
C1 SATA 3.5 Inch,1-2 Hard Drive,Dell Precision i3600 (331-4815)
Windows 7 Label, OptiPlex, Fixed Precision, Vosiro Desktop (330-6228)
Windows 7 XP Mode,Opti/PWSlLaWost (421=2262)
bell Client System Update (Updates lafest Dell Recommended BIOS, Drivers, Firmware
and Apps),Precision Desktop (421-5335)
Windows 7 Ultimate,No Media, 64-bii, �ixed Precision, English (421-5652)
Qell Data Protection Access, Precision Workstations (421-7814)
Dell MS111 USB Opfical Mouse,OptiPlex and Fixed Precision (330-9458)
integrated Intel controller, SATA 3Gb/s RAID 011/5/10 (4 ports), Rell Precision T3600 (342-
5613)
16X DVD+/-RW and 8X QVD,Data Only,Dell Precision T3600,T5600 and T7600 (318-
1325}
Thank you for Choosing bel] (318-2231 }
Cable for 2nd 5.25 Optical Drive, Dell Precision T3600 (331-4089)
No Speaker option {313-2663)
Regulaiory Label,Dell Precision T3600 (331-4090)
Precision T3600,635W 90 Percent Efficiency Power Supply (331-4092)
Enable Low Power Mode for EUP Compfiance,Dell t'recision Desktop (342-2635)
Power Cord,125V,2M,C13,Dell Precision (330-3�57)
Documentation (English), Dell Lati#ude and Precision Workstations (332-0472)
Quantity
14
14
14
14
14
'14
'f 4
14
14
14
14
14
14
14
14
14
14
14
14
94
14
14
14
14
Page 1 of 2
file://C:1Docitments and SeftingsljaklincklLocal Settings\Temporary Internet Files\Content... 8/12/2013
Quote Suminary
Microsoft Office Trial, MUI, OptiPlex, Precision, Latitude {630-AABP)
RAIti,CNTRL,INTEL,PAYG,A,73600 (331-4107)
Energy Star Not Selected,Qell Precision Desktop (330-320� )
No Out-of-Band Systems MGMT,Defl Precision T3600 (331-4913)
No Ftesource CD for Dell Precision Desktop (330-4024)
NO RAID,DeII Precison Tx600 (331-4816)
Basic Hardware Service: Next Business Day Onsite Service After f2emote Diagnosis 3
Year Extended (934-4173)
Dell Limited Hardware Warranty Plus Service initial Year (934-7327)
Dell Limited Hardware Warranty Plus Service Extended Year(s) (938-3758)
Basic Hardware Service: Next Business Day Onsite Service After Remote Diagnosis Initial
Year (999-7970)
Quick Reference Guide,English,Dell Precision T3600,T5600 and T7600 (331-4094)
Shipping Materia! for System,Dell Precision T3600 (331-4091)
Display Port to QVI Video Adapter Converter (331-1545}
DELL UltraSharp U2412M 24W Monitar with HAS, 24.0 Inch ViS, Widescreen, VGA/ DVU
DP (321-0083)
*7otal F'urchase Price:
Product Subtotal:
Tax:
Shipping & Handling:
State Environmental Fee:
Shipping Method:
14
14
14
14
14
14
14
14
14
1 �4
14
14
14
94
$22,372.2$
$22,372.28
$0.00
$0, 00
$0.00
LTL 5 DAY OR LESS
("Amount denofed in $)
Page 2 of 2
Statemeni of Conditfons
The i�formalion in Ihis document is believed to ba accu�ale. However, Dell assumes no responsiblliiy for Inaccuracies, errors, or
ornissio�s, and shall not be liable for direcl, indirecl, special, incldenlal, or consequeniial damages resulling from any such error or
omisslon. Dell Is not responsible (or pricing or other errors, and reserves the right to cancel orders arising from such errors.
bell may make changes to lhis proposal including changes or updaies lo lhe producls end services described, including pricing, wilhoul
noiice or obligation.
7his proposal is not intended lo creale a contraclual relationship. Unless expressly agreed ofherwise in e wriling signed by ihe pariies, all
�nr�fcaa•,°'h��� �'.P 1'4" f�d� i�E��l d C��l �rr l��fl yrr�aa��r��t� ���c� �~�ar������sPa�qf Na�� c��r�j��;�� k�i t��6N°� �'��r�1� zaa�d����r�r�l�aa��r:� a�d ����-13�K���m i� ti�B��a�sM rzn he
�'K�rxdr�¢9 �utw+rnv,��tt.arrr��Ft�rcRrti,m�� �nra�i wF7id:6r taac,��r��ccad�� %7��B'fi N�.�. �a�t4�t�tp E�'"ada"��yq �rel+�w, �,a� .& .t^ a��dr�stt�K����1.9�"��.���s�:.g . �N��'��� �'����' tN't�ose lerms
cu��6��1'�y� �nsi �r�� Id'tr��l�' �raClr��y�, �orr� rv�fl�a d�'� ���r8c�tia��ur ki�tro! f��*�9� Lc�r��8�.ea���c� ���5 P��+�u�9G.�.7�i�,@�r�etd�d prs�tl't��ts, Cr�a91��w7�k;� ��o�rJ �d�fid:�.9aranded
p���ucP�. d�'cwMa�r"a��k�@t �1!Y�£��4?C� t:aC��s YiL�R��ri�s, rt�crna�.�l�v6C ��r`�+s�fr�c� �ratl,�r,���i;»r? �ep�a��isa ar°�t��s�as�s� ���e�d�r�a���� �'ar�tU ¢„t��9m�crrei�����1 g��ar�S�r�re or
��f&�^,�arr� ��u�acia���s� r�i��ay a�ic�l �ix: ur�k�ar�a��t� a�C �au�y #p�� ti�reTr�r� s�Y��a �6r�11� ��s �u�����6 tc� Ek�e� �e:r���s a�fi��a�y �a��N�f�c���a :r�ar�r�P�r� c;s�r�lae�e�(��, whieh
can be found al vrr,�vr.dell.com/serviceconlracls.
All informalion supplied to CI7Y OF �ENTOiV for the purpose oT thls proposal is lo be consldered confidenlial information helonging to
Dell.
About Dell
Dell lnc. (NASDAQ: DELL) listens to cuslomers and delivers innovalive technology and services lhey lrust and value. Uniquely enabled by
ils direcl business model, Dell is a leading global systems and services company and No. 34 on the Foriune 500. For more informalion,
vlsif wvnv.detl.com.
Prlvacy Policy�
Dell respecls your privacy. Across our business, around lhe world, Dell�vill collect, siore, and use cuslomer informaiion only lo suppo�t and
enhance our relalionship }vilh your organization, for example, lo process your purchase, provide servlce and support, and share praduct,
service, and company news and offerings �viih you. Dell does not sell your personal informalfon. For a complete statemenl of our Global
Pnvacy Policy, please visil dell.cornlnrivacv.
f le://C:1Docuinents and Settings\jaklinck\Local SettingslTeniporary InCernet Files\Coiltent,,. 8/12/2013
Deploymen� Services
Dell Marke�in� L.P.
City of Denton
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Table of Coiltenis
Page
iscor� or s�Rvrc�cs .................................................................................................................................... a
2 1'ROGRAM MANAGEM�NT ......................................................................................................................... 3
2.1 DL•LL PROGRAn4 Mr�,NAGEMF,NT RESYONSIA[LITIES ................................„,,.„.„.......,.....,......,,.,................,,... 3
2.2 CUSTOA•4ER YROGRAhi MANAGEMENT RF..SPONSIE31L17'(ES ........................................................................... 3
3 RCQU�STED S�RVYCES ............................................................................................................................... 4
3.1 �
3.1.1
3.1.2
3,2
3.3
3.3.1
3.4
3, �1.1
3. �/.2
3. d.3
3. d. �l
3.5
3. S.1
3, 5.2
3. 5, 3
PRC-D�;PLOY�iENTAC'1']VITIES ................................................................................................................... A
Sile S�rrvey n�td Encl-Use�� Profiles ........................................................................................................ 4
PilofTe.sl ...........................................................................:................................................................... 4
scr�Enui,ss ............. ....... . ....... a..,..... a�,..,. .,. ,..........,.. ... ....,..., . ..,,..,,....,......, ....... ......�,. �t
IT9AGIT�IG StiRVIC�S .................................................................................................................................... 4
Off-,site isrlrrgrng a1 carstonter• ia��u�el�oirse .................................................................••-........................... �1
ON-S1TE -1N51'ALLATIO�f SF.RVICES ........................................................................................................... 5
Basic h�sfallaliosz Servi�e — Clien! S}�slent (CPU �atd �lla»itoi) ........................................................... 5
Daln �1 Jigrc�tioyt via !Veltivol•k ................................................................................................................. 5
De-istslnlJatio�t ofLegac��Systeut (CPUnjtd A/oi�ilo�) ,.,,... ....................................................,..,..,,....,.. 6
Off Carslomer Prentises Ti•asl� Reu�oi�nl ................................................................................................ 6
LOGISTICSSERVICES .............................................................................................................,...................<. 6
Ti•�frsporrLeguc�� Spstems behs�eey� ll:slallatroi� Sile al2d FYnr•el�ouse ...................„,,...,,...w...,„.....,........ 6
Ti•nnspo�Y Legacy Syste�ns beht ceit lnstallafioja Site a��d lT'arel�ot�se ..............„..,....,.... .,..,..............,., 7
, .
H�u�dDrrveRemovnl ...................................................................................................e.........,,....,......e., 7
� CUSTOM�R RESPONSTBILITI�S ............................................................................................................... 8
5 PRICING ........................................................................................................................................................... 9
5.1 Mr�NAGL'll DEPI.OYA�fEN1' PI2ICNG ............................................................................................................. 9
5.1.1 P1•ici�lglVotes ........................................................................................................................................9
6 ASSUNIPTIONS ...............................................................................................................................................10
G,1
6.2
G.3
G.�
G.5
G.6
6.7
ScorLAssun-rnTioNS ................................................................................................................................ ] 0
DEl'LOYMEiJT DFNSI'fY ALL�CATION ASSU141P7'IONS ................................................................................ LO
T'm�iNC Assu�fP�r[o1vs ...............................................................................................................................11
SCHEDULING ASSUIvtPTtONS ......................................................................................................................1 l
IT ETIVIRONhIL;NT R� �CHNICAL ASSUMPT[ONS .......................................................................................11
GGNERAI. ASSUD•1k'TIONS ...........................................................................................................................12
OU'1' OF SCQPE SERYICES ..........................................................................................................................12
7 CHAn'G� MANAGCM�NT PROCCSS ........................................................................................................12
8 NDS �QUIPM�NT ..........................................................................................................................................12
9 G�N�RAL ........................................................................................................................................................12
APP�NDIX A— CHANG� R�QU�ST TORM .....................................................�..............................,.....,.........I4
APl'ENDIX B — CUSTOM�R S1T�S ....................................................................................................................16
APP�NDI� C —D�I+INITIONS ............................................................................................................................17
APP�HllIX D— BASTC DATA AND P�RSONALITX MIGRATION SUMMARY ...,,�w.,.»....a.�a,,>...�.�......,...,�19
°��
(<._:� f)ell (:ui�fidenfi�il "��
�bJ��� �
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Scope of Services
'Tl�is Statement of Work ("SOW") describes the managed deploymeut services to be providcd by Dell
11T�rketing I..P. ("Dell") to Ciq� of Dentou ("Ciistomec"), Tliis SOW ���ill be govcrned Uy the Custotner
il�laster Services Agreement located at web address
«��ttp://w�v�4�.dell.cou�/do�vnlo�ds/blobal/services/Cust Mstr Srvc Agntt.pdfl>, or the applic�ble service
�gree»ient signed by Dell and Customer (tlie "AgreeiuenY'). The term of this SOW sh�ll begiii on tlle date �s
� negotiated beriveeu tl�e Defl Program Manager and the customer during the kick off call, �vitl� a maximum
ter►n of 9�veeks fol[owing the negotiated SOW start date.
➢ Project is expectad to occur at approximately 23 locations in the continental US.
➢ The duration of the project is expected to be 9 weeks.
➢ �stimated Quantity of units: 1080.
➢ Service Hours are: 8�00 am - 5:00 pm Monday throuah Fridav.
Dell is providing the follo�ving Services imder this S01�1;
• Off-site imaging at customer warehouse
• Tr�nspartation Uehveen customer warehouse aud installation site
• Basic l�istallation of CPU & Monitor
• De-installation of Legacy System (CPU and Monitor)
• Data Transfer via Net�vork �verage of 3 GB
• Off Customer Premises Trash Removal
• Transport Legacy Systems bet�veen Jnstallation Site and Warel�ouse
• Hard drive remov�f fi•am Legacy Systems
Dell �vill provide Services for Customer sites identifieci iii Appe�idix B(each, a"Customer Site").
Service Hou►s arc Susiness Hours Monday tl�rough Friday (escluciing nationall��-obse�ved holidays), based
on a fortp (�40} liour �veek ("Service Hours") described in Definitions, Appeadi� C.
P��o�rain Managelnent
Dell's progr��n m�ti�gement office �vill manage and implement fhe Services descriUed hereit�. Dell and
Customer �vill eacli assign a progra�i� �nanager wlio �vill coordinate the zctivities to be performed under tl�is
SOW ("Program Manlger"). The Progr�m Manager for each part}� ���ill se�•ve as the point-of-couEact for all
commw3ications, escalatio�i of issues, and any modifcation to tha scope, requireuients, or respo►isibilities
under this SOW.
2.� Dell Prograiil Managemcnt Respoi�sibilities
Dell �nci/or its Program Manager �vill perfoi�m the follo�ving activities;
• Serve as central pourt of contact for all service delivery issues.
• Manage Dell tasks, resources associated witli the Services, and coordinaEe activities �vitli Customer.
• Conduct meetings to communicate roles, responsibilities, revie�v assamptious, �nd schedule activities.
• Use st�ndard iudustry recognized project management tools and methodologies.
• Employ a reporting mechaiiism to idantify project tasks, next steps, and issues.
• ImplemenY c}�anges ,associated �vith the Services in compliance �vitl� tl�e Ch�nge M���agement Process
described in tliis SOW.
2.� Customer Program Manageme��t Respo�isiUilities
Customer aud/oi• its Program Managcr ���ill perforrn the follo�ving activities:
:c Ucll C:��ntidenti<�l
��`���<���
,a
• Provide reasonable assistance, caoperation, timely decisions aiid suppot•t in comiection �`�ith tfie provision
of the Services by DeIL
• Coordinate the scheduling of all Customer dcsignated resources required for the Services.
• Obtain all consents, approvals, �nd licenses required by Customei•'s siippliers, licensors, and lessors
necessaiy to suppo��t or permit the provision of Services under tl�is SOW.
• Assign a site coordinator for eacl� Customee site �vhere Services �vill be provided.
3 ReC�lleSteC� S�fVICeS
�.� Pre-Deployment Aciivities
Dell aiid Customer �<<ill complete tlie activities listed belo�v before mavaged deploy�nent Sei•vices begi�i.
These activities ���ill validate tlie asstunptions, requirements, procedures, and respousibilities set fortl� iii tliis
SOW. In the event any assu►nptio��, requiremei�t, procedure, or respoi�sibility is found to be incorrect, the
pricing �ud/or scope of Services will be modified using the Ch�nge Management Pi'ocess to reflect the actual
oper�ting environmenY.
3.�.� Sire; Sueve}� and End-User Protiles
Custonzer �vill complete a site survey for e�ch Custo�ner Site. The site survey is used to collect information
needed for khe deploymenL Ci�staner �vill coiriplete end-i�ser profile sui•veys, if applicable.
3.1.2 Pilot Test
De(] �vill conduct a pilot test to validate the asstm�ptions and test the dcployinent procedtires prior to the first
scheduled deployjnent. The pilot will consist of a typical set of Services for a limited n�nnber of systems �nd
v�lidate the following reqniremeuts: iuforuiltiou flotv, procedures for e�ch deployment activity, system
environment, timings, and asswnptious.
Dell and Customer �vill mutually agt�ee on tiveilten installation instructions prior to the date the pilot is
scheduled to be performed, The installation instructions and configur�tion of a�itomated migration tools, such
as Dell Data Direct or Dell Autom�tcd Deployment, must be finalized befo�•e Dell �vill coimnit resoucces to
perform the pilot. Upon conipletion of the piiot, Dell and Customer «�ill revie�v the results a�id identify a�iy
necessarS� modifications to tlie Services and/or prices.
3.2 Schedules
DeU �nd Customer will inutu�lly agree in �vriting to a deployment schedule by Customer Site and Schedule
Graup (collectivel}�, the "Deployment Schedule"). The Deploymeiit Schedule �vifl be distributed by Custamer
to end-users ideutified in each Schedule Group prioc to Ihe scheduled installation of their Cliei�t Systems.
Custorner �vill promptly noti£y Dell of auy conflicts in ocder to lock tl�e schedule prioi• to tl�e sciieduled
i�sstallation date. Auy modifications or cancellations occurri�ig prior to the scheduled install�iion dlte may be
subject to additionai fees.
s.3 Tmagillg Se1��ices
3.3.1 Ufl=site im�iging at customer �vzrehouse
• linage clieiit system via Custamer-provided media at custoiner wacehouse prior to deliveiy to
sites.
• Conduct i�asic functionality test to ensure i�nlge load success.
• Custoiner �vill provide one copy of each iu�age to be installed.
• If the application so�i�i�are does not load to completion (or does not functioii properly i�; tlie
Customer's enviroivneut), the Custoiner �i�ill contact tl�e proper I�elp resources for th�t
ap�licalion to complete fl�e installation.
4 SFDC 6251354
Premier is not responsible for any issues arising fi�om the functionality of the Customer's
soft�vara in tlie Customer's enviromne�tt.
Assumptions
• Assumes S��stem being imaged is new Dell Clicnt System Ueing installed undec this SOW
• Dell is not responsible for any issues arising fi•om the fiinctioit�lity of Customer's soft�vare in
Customer's enviromnent
• Asstnnes im�ge is <10 GII, Customer responsible for all lice�lses
• Dell czn leverage Customer's net�vork to perform the Services if required for imaging;
nehvork is not used for batch jobs or t��ckups �vhicli would impact delivery of Services.
• Active X is enabled during iustallations.
• Stlnd�rd imp(ementation of dynamic host configuration protocol addresses is utilized.
• Assumes System Ueing imaged is ne�<< Dell system being installed imder this SOW.
3.a On-Sit� - Install�tioz� Se;rvices
;.�. � B1sic Installation Service — Clie��t System (CPU atid Monitor)
• Unpack ne«� Clieiit System fi•om slup}�ing Uoxes aud inspecting components for any d�n�age
• Verify service tag for eacl� ne«� Client Systein againsf packing slip
• Notify Dell help desk of mly discrepancy or d�mage rega►'d'uig the shipment of Dell
equipment
• Move ne�v equipntent from cefitral location to the end user desk side
• Ocganize Client System components �nd peripherals (e.g., keyboards, po«�er supplies, mice,
and soft«�are) for deployinent
� Plttg Customer-pcovided, certified net�vork patcJi caUles inro iie�i� Client System
• Plug 111 po�ver cords into electrical soucces
+ Ph�g nehvork patcli ca(�les into existing certified net���ork jacks
a Boot tlie ne�v Client System a��d verifying nehvork coimcction for Custai�er's net«�ork
connected devices
• Log on to the ue�v Client System using Customer-provided user ID and password
• Coufigure IP Adclress
• Joii� computet� to the domain
• Map up to hvo (2) iiet�vork printers to each �te�S� Client System
• Reconnect and setup up to two (2) e�isting exter»aI peripherals to Client System. When
re�uired, Dell �vill load the drivers supplied Uy Customer and �vill print 1 test page or conduct
an agreed upon simple test for fimctio�iality
• Connect Customer-provided peripheral cable to the new Clieut System (excludes
configuratiai)
• Complete validatioii �; fuiictioii test as lgreed to by both parties
• Contact the Dell help desk if a problem is encounteced ���ith any component provided by Dell
for the uew Client System
• On-site disposal of deployment rclated ti�ash to in the immediate installation p3�emises and _
properly cIe�n tlie installation area
�.�.? Dztn Mi�siion via NehE�ork
• Perform the dlta transfe�' behveen the legacy system And tl�e ne�v system ��ia net�vork
conuection.
• The Data inigration function will be performed by PI'I technici�ns follo�ving detailed
instructioits provided Uy Customer.
• Customer's preferred nietl�od of data migration is via automated script tools, such as
Customer Dat3 Direct. Tf utilized, Customer Data Direct �vill be configared by Customer,
SFDC 6251354
• Cuslomer Dat� Direct data migi�alion steps, ifapplicaU[e
o insert boot�Ule CD/DT�D �nto tl�e Legacy System and po�ver the Leg�cy System on to
boot the system to tlie CD/DVD.
o'I'eci�i�icia�� �vill follo��� the on-screen prompts to initi�te the autom�tcd d�ta migration
p►•ocess
o The au(omated PC data and settings migr�tion process �vill ruu.
o Ouce Legacy System data backup is coroplete, teclinician �►�i11 de-i�lstall tlie leg�cy PC as
�vell as eject and reinove thc CD/DVD.
o Techniciati will po�ver on tl�e �ie�v system and follo�v o�i-screen prompts to start tl�e
restore of ti�e backed up dat�.
o The �utoii�ated PC data aud settings migration process �i�ill run.
O COIlf11711 dat� migration completion via on-screen messaging� CO111ll1U111C2t� errors to
Program Manlger or design�tecl lead.
• Cross-over c�bles �ncUa� medil to perform the niigration, such as USB keys, e�terual optic�l
or hard drives, CD/DVDs ���ill Ue provided by Customer or Custo���er at Custonier's expense.
In the event that PFI is asked to provide a migration iool, cross-over cables, or media needed
for migration, additional fees will apply via the Addendum or Change Management Process,
• Customer is responsible for backing up data that is to Ue migrated. PFI is not responsible fo�•
[ost data.
• Customcr is responsibte for ensuring end-user data to be migrated is stored in z desi�n�tcd
• Po[der (e.g., "My Documents") and providing the storage location to Custouler; or that eud-
user d�ta to Ue migr�ted has been documented in a mutually agreed tec[�nical specification for
use �vith a Customer provided data migration tool.
• Data migration iu��olves migrlting Ci�stomer data files, 3tot applic�tions or progr�ms, from a
Wurtel to a Wurtel platform. Other platform formats, such as Linux or MAC, approved �s
�nutually agreed in Addeudum or Cl�auge Request.
• Customer assumes Customer cloes not l�ave any security or domain resteictions pre�enting
data transfer,
�,a,s De-iilstallatioii of Leg�icy Systei�l (CI'U ancl Monitor)
• Disconnec[ the hard�vare components, net«�ork cable, and po�ver cord for the Legacy Systein,
• Pl�cing Legacy System components in boxes �asit�g pac�agiug �natarials from tlie ne�v Cliern
• System or otl�er materials supplied by Customer
• Moving the Legacy System to an on-site storage area designated by Customer i�i the
deployment building
• Moving all boxes, packaging materials and debris to a disposal area �s�ithin tl�e buildiug where
the deployment services are provided
• Properly clenning the installation area so it is returned to its origival condition.
• Coordinating the pickup of Legacy Systems by Castomer's Asset Recovery Services if
applicable.
3,�.� Oft CL1St0t11�1� Premises �1"r�ish Reii�oval
• Removal of deployment trash off Custoiner premises.
;.s Logistics Services
s;5,� 1'ransport Leg�c�� Systenzs be�veen Install�tior� Site �tnd Warelioi�se
• Trai�sport Legacy Systenzs fi•om installztion site(s) to �;�zrehouse in accordance ���iti� the
I���,�I�',��ro�a:��d �uNro�a�arle
• �, �xa�tt'r�b ��i��C-a��� aa��atio3is, contacts, and scheduie �vith customer Yrojecl Coordiizator
�'r•u�vz�l�; �v<ta��l�sa�a�� local facilit�� for receiving aiid storing Legacy systems in same State �s
Customer.
g SFDC 6251354
• Warehouse pending completion of quarantine period defined by Customer or until
pick up for Asset Recoveiy Services in accordAUCe wiEh Deployment Schedule.
• Pricing �vill be based ot� a 30 day billing cycle on � pei• system b�sis.
• Accepdcover risk of loss for systems �i�hile in Premier's possession.
t�SSllltl])fIOIIS
• Additional cl�arges flpply per unit for any portion of 30 days md for each 30 days.
• Logistics reporting �vi11 Ue on a piece co�mt basis.
3.s.2 Transport �.,egacy Systems Uehveen I�ist�tllation Sitc and Warehoi;se
3.5.3 Hard Drive Reii�orfZl
► Remove drive fi•om Legacy Systetn, label �vith secial n►nnber ofLegacy System aud place in
cont�i3�er at customer wacellouse
SFDC 6251354
Customer Respollsibil.ities
Customer will be responsible for the activities listed belo�v:
• Provide access to Customer Site(s), inefuding any uecess��ry keys or b�dges. Advise Dell prior to lockiug
scheciule of any uniq�ie site eutry s'equiremenls.
• Provide Dell �vitlt the physicaI locatioi3 of eacli eiid-user desk �vhere the services zre to be perfoa•med �s
well as location of printers to be mapped per system, if applicable
• Prepare Customer Sites and end-user locations to receive Services {e.g., instaliiug c�bles, net�vork jacks,
�nd po�ver outlets and ensucing connectivity)
• Procure all hard�vare cotnpouents and sofl�vare licenses in advance of deployment activities to nteet the
Deployment Schedule
• Receive hard���are at Customer's receiving dock
• Provide safe and adec�uate plrking facilities
• Provide a safe wa�king environ�nent, reasonable offce accommod�tions, and adequate «�ork splce �vithiu
re�son�ble proximity to �vliere Services 1re to be perfoi•med
• Provide carts for traus�orting hard�vare ���ithin deployment site
• Ensure Customer's Sitc coordinator is on-site a��d availzble at the deployment site.
• Provide Dell �vith access to aud use of information, ciata, Customer facilities, equipmcnt, and internal
resources as reasonably necessary to deliver t[�e Services
• Ensure all systems and related ec�uipmeut are easily accessible by Dell ���ithout the need to move
fiu•uihu•e, and provide keys to �ny cable locks as needed to re3nove or secure systems during de-
installatiou aud/or installation and disable any BIOS passwords currently confibared on Leg�cy Systems
prior to a service call for instalIation
• Ensure ail end-iisers backup d�ta pcior to Dell arriving onsite to perform Services
• Provide all logon IDs, pass�`�ords, domain specifications, and pe�•sov�l settings iiecessary to perform t.(�e
Services For each end-aser prior to scheduled deployment
• In tlie event Dell encounters peobiems lo�du�g Customer-provided soft���are, Customer �vill coutact the
proper help resources for tl�at application to cou�plete the instal[�tion
• Provide Dell �i�idi loca] administration rights necessary to perform the Services and enstu•e tiie domaiu
Iogin is enabled �
• Provide Dell «<ith a complete [ist of all approved peripl�erals to 6e uistalled on tf�e ne�v Client System,
ai�d supply all appliclble dcivers at the Customer Site
• Provide adequate storage aj�ea for de-uistalled T.egacy Systems aiid a comnion area for debris �t eacll
Customer Site (to be located �vithin the Uuildii�g «�here tlie deployment occurs)
• Perform quality assur�nce after login is complete, inclt�ding access to Active Directory profile to allo�v
end asers to access specific sofiware applications and load personalities
• Provide post-installation support a��d troubleshooting assistance �s needed to address soft�i�are
application perfoi'mance, software appIicatiou attd operating system conf7icts, sofl�va��e applicltion
version issues or co-esister�ce issues
SFDC 6251354
Pric.i ���
s.� Man�iged DepJoynlent Pricing
The per unit E�rice for tlie Services to be performed by T)ell, �nd applicaUle cancellltion, �nd reschecluling fees
for tlie Ser��ices are listed belo�v:
Blended Pricing T�ble (see "Pricing Struchn'e" in befinitions)
P �_�: � ...;� ��,,�. =.-�._ ..,�<.,_.�_ ,. ...._.�_--��.,._ ��, .. ....e �
�ff-site imaging at customer warahouse 1080 $109.93
Transportation belween customer warehouse and installation site
Basic Installation of CPU & Monitor
De-installation of Legacy System (CPU and Monitor)
Data Transfer via Network average of 3 GB
Off Customer Premises Trash Removal
Transport Legacy Systems between fnstallation Site and Warehouse
Hard drive removal from Legacy Systems .w�...._......�.�__r
Timc & Mzfe��i�is P
1 ime & Mat �
.,.�
aterials Rntes �� � �.._.�_
Tinte ,�; M"� crials Rates �� ����l� Se� vice Hou�s - Per p Ra�t��•'� ������� �� �
� �rA �d� � Servtce �louis Pei ��ca��a� N��
.�..�� ._.. mm.��. ._.��_ .� �
Program Ivfanagement Office (�xtens�on Fee tor Serwces BeJ ond Term N/A $3 325.
, 00
- Pei• Week) .. .�._��._..�_.—..._,_
5.1.] �1'1C111� NOteS
1, Rates will be invoiced aud will Ue paid by Custoiner for the follo�ving:
a. Customer delays exceeding fifreen (15} muiutes beyond the scheduled time for tlte Services to
be performed; such ch�rges «�ill be invoiced in thirty (30) minute increments.
b. Sei�vices ��equested �vhen the tecIwici�i3 is ►iot eurrently onsite are cl�arged based on a 2-hour
mininiuul pei• incident.
c. Out-of-scope sec•vices (see Out of Scope sectiou herein),
d. Services perforn�ed outside the defiiied Service Hours.
e. Services designated �s Ti�3ie & Materials.
2. Program duratiott is 9«�eeks. Should the progcam estend beyond 9 weeks, Customer will bc invoiced
in accordance �vith the program eytension weekly rate.
3. Ca�icellation or Resclieduling of �ny scheduled deployment a[�er tl�e schedule l�as beeii ]ocked may be
subject to additional fees plas auy actual and reasonable travel expei�ses incurred. See Defmitians
"Cancellation" and "Reschedule" for fee sched►tle.
�4. Pcices ai�d/or seope of services �vill be adjusted by Dell to reflect tlse actual operlting cuvironment if
the �ssumptions ace found to be incoi•rect oi• tl�erc is a material failure of Custon�e�• to perfo�7ti its
cesponsiUilities as set forth in thfs SOW.
5. Prices e�clude costs foi• procin�ement of any li�rd��-are or soft«�are.
6. Price e�cludes travel incwred due to schedules that cause e�cessive travel Uetwee�� custonier sites, See
Sci�edtiling Assumptions
7, Price includes travel expenses within fiRy (50) n�iles of � major mctropolitan arca as defined Uy DeU
(See embedded list of DeII-defived major metropofiian areas; copy avai]aUle upon i•equest).
g SFqC 6251354
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Docurmnt
The terms offered by Dell under this SO1�V (including but limited to the pricing) shall be valid fo�� tliirty
(30) days follo�ving initial delivery of tl�is SOW to Customer. In the event this SOW is executed by
Customer after such liiirty (30) day period, Dell may in its sole discretion, (i) lccept the SOW on the
stated tenns or (ii) reject such SOW and may provide Customec �i�'sth a revised SOW settii�g forth any
�lecessary updates to tl�e terms ofthe previous SOW.
Payment for any h�rdtivare ordered fi�om DeII is due in �ccordaiice �vilh Dell's standai•d terms for such
purposes {unless tl�e p�rties l�ave entered inro a separlte agreemeut reg�rdiug �cRuisition of the
hard�vare, in �vtiich case payment for the hard�vare �vould be due in accordance �i�ith such separate
�greement) and shall in no case be contingent upon performauce or delivery of the services and/or
install�tion described in this Statemei�t of Woi'k.
6 ,�.SS11111�.?t1011S
Pricing is based ou the following assumptions that �vere used to develop the Services to be provided under
this SOW ("Assumptions")
6,1 SC0�0 l�.SSU111�t10I1S
1) Miuimum quantity of 1030 ne�v systems to receive Services under the SOW.
b) Material deviations in e:ccess of plus o►• miiius five percent (+/-5%) of tlie c�iiantities o►• locations to receive
Services �vill be considered out of scope and subject to the Cl�ange Man�gement Process. Clianges to tlie
price aud/or solution �vill only be requu�ed to tlie estent thlt such deviation impacts Dell's ability to
perform the Services as originally priced.
c) Cliauges to tl�e mntaally ageeed scliedule for performance of Services or modifications #o the Services �vill
oii(y be in accordance «�itl� the Chauge M�nagen3ent Pracess.
�.? Deployinent Density Allocaiioil Assumptions
C';i��s of Denfon ,���wr��it5" B�nds
2 to 5 sy�ieak����a��W �
6�.__ _ ..�.��_ _ ��
6 to 9 sys��r��iv���� �
��,...m_�.�. �. �.. �
...��.�_ .. ..��.w.W ..._ 1080
i0 to 35 s}��t��M��/w����� �
36 to 99 a �, �_� .�.�. .� �.... -o _
.��.m� . �.����v�s��"wa��9�._��.� _.� ......� �.�..._�._ _�. _._c
�� .�.�m..�..�� ..��..
100+ ����,�� �°a'�sJw ���� �
�p SFDC 6251354
�.� Timing Assuza�ptions
All Seivice C����°�tn
Off-srte �A��x�, s�� at ..._._. ..�.�.�.ww_._�m
�� �m ouse 1080 ] 5
�_.�,,� stomer waiefi._ �......._ — ��... .... _...��. __ _
De-mstallatiou of flt� x���; � Client �' '���� Mon��tot� �_ mmm mmm ..�,�--- 1080 15
�s w
Basic Tnstallatioii S_ei�vic�e—� �
' q�ier�t C. ib� J an �w%�ax�aC )
Data Trac�sfer via Neh�oi•R - riv�n�ea��� 3 GB �mmmm �m�mm��^�� �
.__.___m�__�_.� �
� - � 1080 60
�.�t Scheduling Assumptions
a) ScI�edules �vill m��imize the quantity of Services at each Customer site ���hich are in reasonaUle proximity
�vithin die sa��ie building and i�iiniiiiize tlie i�uuiber of �•eturn visits to each Cs�stomer site,
b) Scl►edule Giroups �vill Ue formed to allow a consistent daily volume of Services at a Custo;uer site.
c) Services wiil be scl�eduled to take pl�ce over consecuiive days at a Customer site to ensure masimum
efficiency of resources.
d} Customer �vill meet the follo���ing scheduliug milestones:
U.s IT �nvirorunent & Technical Assulilptions
1) Deskiop/laptop Operating System is Micrasoft Windoivs 98, 2000, XP, Vista, or Wi►ido�ti�s 7_
b) Stauda��d �thernet 10011�IB T base switclied subnets, and 5-16 NiB/sec throughput at the desktop is
available for login, data transfer, �pplicatiou loads, and i�iiaging.
c) Customer provides a single poivt of contact for resolutiou of any teclmical issues ���l�ich may arise rvith
regard ro tlie nehvork, devices, a��d auy spft�vare application.
d) Net�vork infi�asU�ucture is stablc and consistent across �ll Custonier sites.
e) St�ndard imptemeutation of dynamic host co��figuration protocol (DHCP) addresses is utilized.
fl Dell is �iot cesponsible for application malfiu�ctia�s or eonflicts bet�veen customer applications.
g) Customer ensures al] sofivare applications are certified, operational, and co�npatibie �ti�ith tlie �ie�ti� Client
System configuration and operating systems
h) Custoraer provides a list of provisioning codes for iAMT (Intel �O Active Management Technology) with
appropriate Clieiit System asset t�g/service tag if applicable
i) Tf required, customer provides all VPN hardwa�re and/or softrvare required for joining �uacliines to
Customer's domain including, but not lintited to, hvo (2) Ethernet iiiterfaces (DI•1CP and class C addresses
re�uired,
� � SFDC 6251354
G.6 Gene�'R� ASS11111�t1011S
�) Dell will dispose of deployment related trasl� to onsite Customer-provided disposa] �rea ���ithin same
Uuilding at Customer Site, m�less stated other���ise in this SOW
U) Customer does not require US Secre#/Top Secret/SCI Securily Clearance.
c) Sys[ems `veighing more t.hau SO pounds require �n additional resource to assist �vitli l��ndling the system,
�i�hiel� may require �dditional charges.
d) Customer is �dvised and �grees tliat modifications Castoiner inakes, or ci�anges Dell, its subcontractors or
any third pa��ty makes on Customer's behalf to au Energ}� Star compliant product may affect �vhether the
piroduct co�itinues to qualify as Enet�gy Star compiiant.
c.� Out Of Sco��e Services
Pricing excludes any services not specified in tliis SOW, iiiclttding bnt not Iimited to the foflo�viug:
a) Procw�etnent, shippiug, or �varehonsii�g of hard�<<are, soft�vare, or other equipment rec�uired for tite Sei�vices
wiless other�vise stated in the SQW.
b} PacS�aging so(lware applicltions for installation.
c) Providing e�td user orientatio�i, h�aining, oi• suppori.
d) Transporting equipment befiveen buildings or between Customer sites, or movuig equipmeut belweeu
floors �vitliout tl�e use of elevators.
e) Pacfcing, shipping, or disposing of Legacy systems unless other�vise st�ted in the SOW,
fl Removing virnses (Dell �i�ill proinptly �totify Custoi�ier Site Coordin�toi• upon discovery of virus).
g) Disaster recovery, inclttding butnot limited to: re-i�naging, reloadiug soRware applic�tiot�s or recoveriitg
Uackup data,
li) Warranty seevices or remedi�l hardware m�inEenance or soft�i�are maintenance:
i) Warranty services for third party products �vfiich �re not provided by Dell.
j) PDA connectian
Chailge Manage111e�ai Process
The Change Iviauagement Process will be used �vl�en Dell or Ctistomer deterjnines that 1 chenge is necessary to
refine a process, procedure, or specific responsibility identified i�i this SOW. The party proposing t3ie chaiige
�i-i31 docuinent the request using the Change Ordar Request For►n and Change Manage3nent Process provided in
Appendi� A
ND5 Equipment
A non-deployabte system is a Dell-branded systein diat lias failed or is non-functioning at time of ivstall
("NDS"). I�i the event any e�uipment covered by this SOW is deemed to be a NDS at the time of instailatio�i,
Dell �vill repair or replace the Dell-braucied equipment if it is under wlrranty, (U) for uon-Dell-branded
equipment pucchased fi�om Dell, Dell wil] assist Customer in facilitlting the repair or replacement oftlie
ec�uipme�it imder the terms of the e�isting �varr�nty, or (e) for third party equipment not purchlsed fi•om Dell or
for products that are no ]onger under �varranty, Dell will notify Custotner,
Gelzeral
Del1 shall not be responsible for a failure to provide Services to the extent caused by: (1) any omissions,
ovei•siglits, errors, or failures by Customer to perform its responsibilities uiider this SOW or the Agreement; (2)
problems caused by Customer soft�vare or data; (3) a defect or deficiency with respect to Customer's nehvork,
systeius, or other cquipment; (4) faiiures of hardware not m�intained Uy Dell; or (5) modifications to hard�vare
m�de by a party other Dell or its representatives. Dell shall notify Customer and use commercially reasonable
efforts to perform not�vit[ista��ding the occurrence of oize or more of the fo►'egoing events (�vith Customer
reimbarsing DeII for its reasonable out of pocket expenses foc such efforts and only to the e:�tent attributable to
tlie items defined above
12 SFDC 6251354
1N WITTIESS WHEREOP, Dell and Customer I�ave caused tliis SOW ro be signed and delivered by their dnl��
authorized representatives as oFtlie date of last signature belo�v (the "Effective Date").
City'of Dentm�
�.��^; �
Printed NAme:
'1"��de;
J:;)�t�a�:
Dell M�t•Iccting L,P.
����......�...�.�.— _.
Printed Name:
._ .........._
,.�'pr@r, � � ���.,... �...,��.. _.,..
1:'�E�t�:
Custome�• signed SOW must be �•eceived U�� Dell before any fvorlc enn be stnrtecl.
�3 SFQC 6251354
Appcndix f1. -- Cl�ange Request Forin
� - -
.
�
- t�� ������� ����u,�tx������ra� 7 � �
,�, . � � °r _. . , ,
.., . ,.. , . . .. ....,,.. ., ,
,
., m �� �.
RFC Number; �~ ����^m [Format TBD] �m� Revision m^
_.` Ntunber:
�Creal .... _��...�_. ��_....�.. �_ ........ .. �.
c Datc: Revision Date:
RPC Title:
� � . ........................�....., u,_�
SO1V/Coulract Title
Cttslomer or Naine. . �� . �.. w.��. .._......__ hnt.....�_...�.�...�� _... ,.�.__
�.N,..��___, ........ ..._..�.� ail: Pliaiie:
VeadorI��amc: �..�.�.. �_.... ..� �.�.._ ��._._�._ _ .....,_ _ ...� _.........._. � �.__.._.�.....�,_—. ._....... W..... ...
Ch�n c lniti�t... . ., ... .. m. �.---- .�.. ._.. .._ .. _ ...�
g or N�me. Email: ---_..�IT. Phone:
(Prepnred b�) .e ...........����...�,��_.. ....._�. _��...��...���. ._...�.,.—w„�..._�..�..._.� _._... ..
�
, �,' � � � m � �� x�a �^+y y y��� � �w
� '� i . ' : � �� ��A"�,� 'awr� �4'��1"° Y ,:; , . .� .;. ,,'..
. ..�„�,.. .....�......� .. _...._... �.,.. ,� ...r-- � w...�..._.�.,�.,�,,......�.�,�..,. , ......, ._ ...�......,.,�.,_. . ..�.,....._�,...
�_.,�— . . ,.
.r�. � , v . � ' � I „ � ° �. . .
Reasou for Change: (Inclt�de descriptiort of exislrng sfale) u"�' I
Descri��lion�ofDesircd � � � � � � � � � �
Change: _ _ _
F,ffecl oC Chaugc: (Ixclude descri lfori o�m ncl a un leinenled ari �
_.. �.�� P I P.......�_�_
' � f' p d ifA�OT rmpleine�tted) ,
In Ihe frelds belou�, idenlrf}� nripact lo Budgel, Schedule, Qunlil,7, Qtrctnli � Resources, "mm� W��
� ry, � ar�d Cosr ; inser! �t/a if
�70� applicable
.._..� �..._�� l3ud et:__� ..�.�...� .�� ...... �. ����.���...�..m�...�.. _.._��_.�w.� � w.,.
g Sclicdule: Quality:
.....�. ....._ .... . u��zti � � Resourc ......�...�.�_ _
Q h�; os: cosr
� Cost to Ue paid b��:
� - 51+�'r���i�'!°l���x? � ..��.._ � � ..�....?�.._..�._.__
„ _,.�..._ _.�........._.�_.�..�...res bclo�v mt f � a�
Signatu '� � cceptancc of the chauge dctailed �bave.
���� For Dc1I �farl.eting, L.P. P"or <INSERT CUSTOVI � ITmmm�ITITITIT^ T
.. .m.. ..... ........_mm-- ER/VENDOR NAI��iF�
.....��_� _,�.� —......._�� �..�.... � ..�_
Signature ' Signaturc:
Prinled N�me: �_.__� �_���...��...��_.._���__. printed N
�me
"I'itle: __ �.� .,�_.... �.� _Title:
.Ia1le: _....�.�.�......._.�....w_ �
D�ie:
Yf�dr ler�ns aar:eta•nrr�4rta"rrrdti rr,1 r/ae°.�/asru �Ccmrcas.lgm�nnen! hehraen rbe si.nu�i xrr�les ra � "J . .�.. �
R I . lr�ara�ar�x�rfr� ro rYa�w 1rd �" ���In �lic erem oJaM`r�nrJ�r�r a• inrun �sruu� � hrnra�en o1a�: ria�wrerr�ri5 a���+��+iw �'i�ff."
nrn��lslnn.c oflde ;lJnsu•�• Sen�irrs.9�rrruienl, !he l+rm•isiars olthis Rl•Z; u•i!! fnke Prerrd.•nc�, t�'arPi^:�.� s�kerfied ofhi�nrlsc ru Ihe Re�s'mi f'nr C:haug�� seclroi�, Ihi. liF(_�l�alf mka G�+/a^a�@ nn die l
xi�nalun: date
�q SFCJC 6251354
u�rd rlr��
r7esf
Cl�ange Mlnagement Process;
The party proposing the change �vill document tlie request using the Change Order Request Porm.
The receiving parly wiil review the proposed Change Order Request �iid determi�ie �vl�etlier tlie change is
acceptabie or reguires modifications.
Botlt parties �vill, in good faitl�, mutu�lly revie�v the proposed ChaE�ge Order Requcst aud ���ill (i)lpprove it, (ii)
agree to fiu�ther investigatioa�, oj' (iii) reject it ("Cl�ange Management Process"),
When #he E�arties agree to tlie cl�ange, they a�ill sign the Cliauge Request, �;�1�ich upon sigi�ing by botl� parties
�vilI coustitute authoriz�tion to implement the cl�ange, Both parties agree tl�at such �pproval sl�aEl not be
unreasonably �vitUl�eld and will esecute the Change Order Request, unless able to j�rovide the otl�er parly �vith
�vritten dala that disproves tlie identified variatioi�.
15 SFDC 6251354
Appendix .B — Citston�e.c Sites
The Services �s+ill be provided for the follo�ving Customer locations c�uring the te►•m of tliis SOW. Additioiial
Ctistomer locatio��s may be 'vicluded as mutually agreed usi��g tlie C3�1nge Manageit�ent process.
of Denton TBD Denton m`... �
TX 108
16 SFDC 6259354
App�ndix C — Defuaitions
Averngc Tnst�ll�fiou Time
The Average Installation Titne is calculated based on the aggregaie quantity of ne«� Client Systems
installed per Customer per quarter. Install�tion times, including quantities of peripherals, �vill be evaluated
on 1 inonthly basis by the Dell PMO,
C�ncell�tion
Site Cnncellation; A site cancell�tion occu►s �vhen Cuslomer cancels tl�e Services for the site after Ihe
schedule l�as been locked and Customer either does not set a ne�>> date or tlie ne�v date is scheduled beyond
tliirt�T (30) days of the original locked deployment schedule (see "Rescheduie").
• Site C�»ccll�tioii Fee Scena►•ios:
o For cance[lations with six (G) or i��ore business days notice, and �vhere thc site h�s ten (10) or
more i�sers, Customer �vill be �ssessed aii admiiaistrative fee equal to ten {10) perccnt of tlie
scheduled deployment price for the site.
o For cancellations with five (5) or less Uusiness ciays notice, or �vhere tl�e site ];as less tl�an ten (10)
users, Customer will be assessed the full price for the scheduled deploy�nent at tlie time the
schedule �ti�as originally locked.
User Caneell�tiou: A user cancell�tion occurs when Ct�stomer cancels the Services for the user �fter il►e
schedule has beei� locked and Customer eitl�er does not set a ne�v date or t�ie iietv date is scheduled beyond
thirty (3Q) days of the oi•igina! locked deployn3ent schedule.
• User C�ucellation Fee Scc�iario:
o Ct3stomer will be assessed the fiill price of the scheduled depioyment for eacl� user ���itlun the
contiguous delivery of Services.
o A�iy ne�ti� scheduled date for � usee tl�at is oiitside the contiguous delivery of Services �vill be in
accordance �vith the Cl�anbe Management Process.
Ch:t�ige Order Rec�iiest
A�vrittej� reqaest by eilher party rec�uesting change to tlie set of services or deadlines provided under this
SOW: All Ch�nge Ocders tmist be executed by Uotl3 parties ui accordance with the Change Management
Process descriUad in tl�is SOW.
Clicnt S}�stems
Desktop: CPU aud Mo��itor
Laptop, tvl�ich may inclttde a Docking Statioi3
Comn�ercially Reasonnblc �ffoi•ts
The �mount of effort or the estent of activity that a reasonable business person �vould t�►kc to acliieve a result
unde�• the applicable circumstlnces.
Leg�c,y Systent
The computer systenis installed at Custome�'s site �vhich is to be upgraded or de-installed, removed �nd
repl�ced Fvith a Deli compttter system during a site installation event. Server or workstation cl�ss computer
systems ai�d external periplier�ls are i�ot Legacy Systems.
Pricing Structure
l3lended Priciug is based on tlie estimated uE�its to be c�eployed per site per visit provided by Customer pcior to
the de�loyment. Variances in the estimated units to be deployed in escess of (+/-) five (5) percent of tlie
actual units deployed per site per visit will be subject to Tiered Pricing,
1'iered Pricing is Uased on actual units deployed per site per visit.
Reschcdule
17 SFDC 6251354
Site Rescl�edule; A site reschedule occurs when Customer reschedules the Services to be perfoi�med �vithin
thirty (30) dlys af tl�e origin�l locked deplo}lment scl�edule (see "Cancellation").
• Site Resctiedule I+ee Scen�rios
o For reschedules �vitli six (6) or more business days noTice, and �vliere tlie site lias ten (10) or
� more users, Customer ���ill be assessed an administrative fee equal to ten (10) percent of the
scl�edt�led deployment price for the site.
o For rescl�ed�3les �vitl� five (5) or less business days uotice, or �ti�here the site has less tl��n ten (10)
users, Customer �vill Ue assessed the full price for the sciieduled deployment at tfie tiiz�e tlie
scl�edule was originally iocked.
Usor Rescl�edulc: A user resciiedufe occurs �vlien Customer reschedules the Services to be performed
�vit4iin tl�irty (30) da�s of the original locked deployment sched�ile.
• User Rescl�edule rcc Scenzrios:
v Providing Dell can perform Service within tlie contiguous delive�•y of Sei�vices, Customer �vill
be assessed the fiill amount of tlie scl�edaled deployuient foi• each user.
o Users resclieduled outside ti�e contiguous delivecy of Services �vil] be in accordance with the
Cl�ange Mauagement Process.
Schcdtile Group
A group of deploymeE�t events that are sclieduled to occur on a specific date �t a specific linie at a specific
iocatiou,
Service T�o���s
Custoiner and Dell will agi�ee upon ihe l�oucs that Services are to Ue performed ("Service Hours"). T}pic�l
Service Hours options are:
• B��siness Hours — Monday through Frid�y, 8:00 a.m. to 5:00 p.m. local time based on a forfy (�40) l�our
week (e�cludiug the following nationally-observed holidays: Ne�v Year's Day, Memori�tl Day, Po�n•th of
July, Laboc Day, Tl�anksgiving Day, the day after T11�nksgiving Day, a�id Cluistmas).
• Outside Business Hours (Monday—Frid�y)
• Weekends and n�tionally-oUserved I�olidays.
Scrvices
Tlie complete set of services to be performed by Dell described in this Staten�ent of Work "SOW"
� g SFQC 6251354
Appen.dix D— B�sic Da#a and Person�tlity Migrati.on St7mmary
A��plicntioio or Foldcr
hi�� Documcnls Irolder
Desktop Icems
hticrosoll 1T��ord
Microsoft Poti+�crPoi�it
��ticrosoti Excel
Nficrosolt Acccss
,4ficrosoR FrontPnge
A9icrosoti Project
\4icrosoA PuUlislier
�9icrosoft Oulfook
\-licrosoft Ouilook E�press
IAAd Lolus Notes
Netscapc Nlnil
!E Cookics
IE Cachc
1L' History
IL' l��vorites
1Vinzip32
Visual FoxPro
Visunl A�sic
Lorus 123
Lotus �VordPro
Lotus Org�nizcr
CutefTP
Yahoo biessengcr
Nlicrosoll Dlet�feeting
Visunl C++
Visual Interde�-
Adobe Acrobnt Render
[iudora
Yuint sltop Pro
Cisco VPN Clicnl
A7'�f,T Global Dialer
iucluc3c Settings & Tilcs
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
S,ysfem
Adouse Scllings
Accessibilil}� options
Sonnd options
l�older gencrnl optia�s
l�olden�ictiv oplioi�s
ODiiC oplioas
Netr��ork pri�tler mappings
Relaiu defnult printcr seiectian
Por�•er oplious
Address bool:
Kcyboard sellings
Rcgional optioits
Run history
1Vallp�per
Screcnsn��er settings
Acsklop appenrnnce settii�gs
Desklop citccts
Quicf: Inunch toolbnr
SIAR mcnu Items
luchule Settings S Tiles
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
� g SFDC 6251354
��port Compliance. Customer ackno�vledges tl�at the Services sold under tlus Agreement, and the trausaction
contempl�ted by this Agreement, which may inchide technology �iid soft�vare, �re subject to tlte customs and
export control laws �nd regulations of the United States ar�d may aIso Ue subject to tlie custo►ns and export laws
a�id regulations of tlte couniry in �vhicli the Services flre reiidered and/or received. Customer agrees to aUide by
ihose lar��s and regulations. Customer further tivarrants th�t any software provided by Customer and used �s part
oFthe Services cont�ins no encryption or, to the e�teut t.iiat it eontains encryption, such soft�vare is �pproved for
expo►'t ���ithout a license. If Custoiner ca�uiot nt�ke tl�e preceding representation, Customer flgrees to provide
bell �vith �11 of the information needed fa• Dell to oUt�i�i e�port licenses fro�n die United States govei��iment and
to provide Dell witl� sttch addi[ioual assislance as may be necessary to obtain s��ch licenses. Nohvitl�st�ticling the
foregoing, Customer is solely responsible fo►• obtaiuii3g any specific licenses relating to the export of software if
a license is needed. Dell may also require expoi•t certificatio�is from Customer for Custou�er provided soft�vare,
De1Ps acceptance of any order for Services is coutivgent upon the issuance of any applicable export license
required by tlie Uniled States Govermnent; Dell is not liable for delays oe failure to deliver a product resultin�
fi�oro Customer's failure to obtain such license or to provide such certifcation
2p SFDC 6251354
Attachment B
Contract # 5334
Billin and Lease
g
Schedule Information
BILLING AND LEASE SCHEDULE INFORMATION
�L ������� ��1 �������� (TH1S FORM MUST �'E COMPLETED BY THE INDIVIDUAL SIGNING THE
DOCUMENTS AND A MEMBER OF YOUR ACCOUNTS PAYABLE TEAM)
1. INVOICING/BILLING:
Will your accounts payable be for:
� 1 Central Location � 1 for each Dept, Campus, Agency (need address for each)
Customer's accounts payable address for invoices
Company Name:
(as filed with your Secretary of State)
Address:
City, State, Zip:
County:
Attention:
Telephone Number:
Fax: Number:
E-Mail Address:
City of Denton
215 E. McKinney Street
Denton, Texas 76201-4299
Denton County
Accounts Payable Department
940-349-7742
N/A
melanie.beard@cityofdenton.com
Is a Purchase Order # required on the invoice? � Yes � No
TAX: Where required, Sales/Use Tax will be assessed and invoiced.
Does the Customer hold a valid exemption or direct pay certificate? � Yes � No
If yes, please ATTACH a copy of the certificate for each state to this document.
(NOTE: A certificate must be provided for each state in which leased Products are located.)
UCC Information Required:
Federal Tax ID#; 75-6000514 Type Of Organization: Municipal Government
State Of Organization: Texas State ID#: w���_
How will your Purchase Orders be placed? Will one Purchase Order cover:
� 1 Order Release � Multiple Order Releases �
� 1 Ship to Address � Multiple Ship To Locations
� 1 Group Only � Multiple Groups (Depts, Campuses, Agencies)
Blanket Purchase Order
Billing Info Public v08012001
� Entire Lease Term � Specific Periods
Please Describe your Requirements?
Will Shipping be: � Financed � Billed Separately � No charge by Dell
Can you have: � More than one PO#/Invoice � Only 1 PO#/Invoice
Can your PO be: � Split between 2 or more invoices � Must be fulfilled in 1 Invoice
Will you lease: � Dell Equipment only � Other Vendor(s) Equipment
Please Describe your Organizational Structure:
� Commercial � Public/Municipal � Other-Explain
� 1 Group Only � Multiple Groups (Depts, Campuses, Agencies) �
� 1 Accounts Payable � Multiple Accounts Payable (1 per Dept, Campus, Agency)
� Lease Schedules will be reviewed by one person � Requires multiple step approval process
Commencement is:
� 1 st of following month � Acceptance � Other - Explain ,
Interim Rent is:
� Charged � Not charged � Other - Explain
Property Tax is:
� Rebilled Annually � Other - Explain N/A
Fiscal Year is from October 1st to September 31st.
Notations:
ll. PREPARING CUSTOMER'S A/P SYSTEM TO REMIT PAYMENTS TO DFS:
Below is information commonly requested by customers in order to assist them in setting up their accounts
payable system to pay DFS:
Payee Name and Address:
DFS Acceptance
P.O. Box 99355
Billing Info Public v08012001
Chicago, IL 60693
DFS's Federal Tax ID # is: 74-2825828
What information will you require in order to set up payments to DFS as a recurring payable?
lll. PAYMENT METHODS to DFS
VlA CHECK
Mail To: DFS Acceptance
P.O. Box 99355
Chicago, IL 60693
VIA WIRE TRANSFER
Please reference all information listed below to ensure proper credit each time a wire transfer is
made:
Payable to: Dell Financial Services L.L.C.
ABA #: 026009593 `
Account #: 81882-04944
Contract#:
Schedule #:
_.._..........�.
DFS Invoice #:
VIA ACH
Payable ta Dell Financial Services L.L.C.
ABA #: 1211-0825-0
Account #: 81882-04944
Contract#:
Schedule #:
DFS Invoice #: �
IV. LEASE SCHEDULES:
Please refer to fhe Lease Schedule Sample attached.
Name of recipient(s) to receive Lease Schedules to reconcile:
Attention:
Address:
City, State Zip:
Phone & FAX Numbers:
E-mail address:
Ed Lane
215 E. McKinney
Denton, TX 76201
940-349-8315 / 940-349-7789
edward.lane(a�cityofdenton.com
Name of individual(s) to sign monthly Lease Schedules (this individual should be named as an authorized
signatory on the Secretary/Clerk Certificate):
Billing Info Public v08012001
Attention:
Address:
City, State Zip:
Phone & FAX Numbers
E-mail address:
V. LEASED ASSET REPORT
Elton D. Brock
901 B Texas Street
Denton, Texas 76209
940-349-7133 / 940-349-7302
elton. brock(a�citvofdenton.com
Please refer to the attached Lease Asset Report Sample.
Will you require a Leased Asset Report? � Yes � No
If yes, how frequent? � Monthly �� Quarterly � Annually � Other
Attention:
Address:
City, State Zip:
Telephone Number:
Fax Number:
E-mail address:
Ed Lane
215 E. McKinney
Denton, TX 76201
940-349-8315
940-349-7789
Edward.Lane@cityofdenton.com
Would you prefer to have your Leased Asset Report posted to your Premiere Page? � Yes � No
Login:
Address;
PLEASE ADVISE LESSOR AT THE ADDRESS LISTED BELOW OF CHANGES IN THE
INFORMATION PROVIDED ABOVE.
Please return this document along with all other required documents to:
DELL FINANCIAL SERVICES L.L.C.
Public Segment Lease Administration
One Dell Way, RR3-56
Round Rock TX 78682
Attn: Contracts and Proposals
Completed By:
Lessee, L ���� :�� ° �ment �i�c��
BY� ��..�... ��� ���� �
Name: Elton D. Brock
Title: Manager - Procurement
Date: August 16, 2013
L.����� �1 � ��s Payable Representative
�1 �..�
M���riie Beard
Supervisor — Accounts Payable
August 16, 2013
Billing Info Public v08012001
Attachment C
Contract # 5334
Terms and Conditions
thru DIR-SDD-1951
Contract Details
' �I u.,R in I� t rif��r�th ..�.�
Page 1 of 2
O�fl�su'ooa: Cro-reupz ��zro&a��a:�h�w '1f�atamn.;ysnur ",a's�.�i�uvBRp^ Ittia»�� �a�uroLa^.v "G�eP��o.nhbp �"V' �..��a8¢*.�r�uVeGl�a AlYsaaaR II�'B!� S;e�m�n.�sacR VYrc��
� �i�&0uu�un ter ��mirchu r�ll¢� �c.IR��u�PUa taa I���ea ��ancq�
I��Vp V��mlk�tuua� II..IP
�Gkli. V�nrJsar..W.at�sl.t�
'��vs�mr8&) 1742616dQ540q
P�'kbft#'V'9/�a Ntxn Fil1�i
��VO Ih�avVa¢��Vwg II.IW
��ut@�sQ '�"CdG�Y_S�.Ib.�C�
�uro�uu� �siz} rae•i�,:t
�ase 5].2-2E§3-909.�
�rcau�n&u..��.a¢-6�, �uaa�ir�w�:u�✓
DIR Contract Number DIR-SDo-1951
ContracY Term End Date 1/9/2014
Contrad Exp Date 1/19/20ll
9�L48
��eaRa�6 �.hv��lS_F��[)1��:X
O�Pn�vum (.i7.]) �463-4&S4
IFatt (5:1.2} 47r-4759
DIR melntelno e default edminletrntive fee of .50 percent. In some ceses, the fee
mey be e� low e� .25 parcent.
C��L F�dnkr� R��d�t
�asonda��c4:I��QY°.^� •• 9.�
' 39' 6�IfAIF� - 42.� 04�
'P'Ii15 app�ndix canta4ns lhe slandard DY.k Tatrms and C+srrdiClonS Por ¢hG� t�anerar.t as uf fh�
d�te Iderrtifi�d. Any Inlel�l exceptfans to tha�s�'f�rms uaill Yre contalrGed In thP arl9�nal
er�nCra�rl. All sulasequenl ehan��s or updat�s ¢a th�'T'erms P.rnd C:ondikians wfll (�e refletted In
canKr�c¢ arnendms�nts.
�.��_ ��ce�on� m�a�u�s�>� um�s�r -��� ociES tl a,oi�aea�c�c� � �/�c�/a��.:s
Thw purWose of the HU6 Program is tr� promate full and equal business aGporkunities fqr afl
businwsses in Skate contracking in arr.ardance wi[tr the goals r,pecified in tf�w State erS 7exas
C7isparily Sludy, 'Y'he H5F idantifir_s all au[h�orized resellers and/ar all subcantracta��s
p�rfarming servir.es.
k"��.suva.� u�l[au... u�� os� � auqacaag�aa9 a�a/a��/aaoa.:�
F�rfcing for �vailable produrks and(ar services under khis contr�ct are IirniCed tr� thosa_
idenEiFled in ttre appendin.
�B�cRirravnB� �auo¢6 IIirn6rnv�uo�a&Ga�w �kmsaruuirc�� (IE:,II�k� b4ec���01fs&Y�ut�
Infarrn�tion re�garding Elecl.ronir and Irrforrrration Re,ourr.es (k:.iR} acc�ssfbility af r.his
v�ndor's e�fferings is included In the r�nCract. Ngt.ncies purrhasing praducks or servirPS ar�.
r�e�s�ransible for romplyirrg wikh 'T'exas EtR Accessibilityr st�tute and rules, as definad in TGC
at)!i4 SuGchapter M, �l.�iAC 206, ar�d 1 7A� 2:L3. For additlanaf inform�tion, vi31t thw Vendar
Wwbsikw or contact tf�e vendor direct{y.
...<....�4qn "6��uro0�s, ir�ea�ron ¢� s�nu'�Qo
Reseller Vendor Contacts
IF�43W tflD f&mC��.'IY
�. For Gsraduct and priciny inforrera2ican, visit the �.k;(f
M�3.[k�1Lt9_LG'__v�w„p,p-aii� or cantact C2i�na Wiairra�4n.
at (5l2} T2&-�b96S. UE���60�.v� �9�uv�aVaam� av�� �N:sa
�rvaGOaUaV� kPama�eu�lho NPoV� �ariro�p��c@. You ean alsa
obtain prqduct and pr�icing infor�rr�akion Gam phe
R�seller Vc�ndar contacts list�d below (under
Additional Contr�ck Cnferrrr�ation-TX Order
Fulflllers-�'y r.ustomer Cype). Grlease nokw that not
all Ress�Iler Vende�rs are=_ aufharixed ko accept
arders frr�m all custcamers. To determine khe
eligfble FYeseller Vendors fv�r yaur aceount, please
,ee canta�> IisC�.d below (under� Additional
Contract infarmatiomTM Order Fulfillers-0p
cUStamer type).
�. GenerAle a purchase urder•, m�nde �tayable to P.7e11
I�mrketing f..R or any R�s�ller Vendar ifs2ed fas^low.
Yau musC referwnce �nrrtratt Ntainber �IIR&-��tC�•�
34J1 ean yaur ��urha�e ard�r.
�. Erneil ar Fax your purchase nrd�r arrd quote Ponn
Ya Dell I�arkel:ing LP nt (512j 29:l-3C492 or� any
FE�:;�Ilc�r tlendar I{st�d b�low.
4. IVak�: All a,�stomer purcha+e ard�r� must
r�Perence contr�cC r�urerber 1���8-�IIi�b-:&�a�. �vucd
�asuaRv��@ ��a�as �td�2��49 when submiF.t�d ea GTell
or R�seller V�ndar Ilsted be{r�w.
.n. W�v�tlsBungg Ils tOn� s�uan� r�q��mdB�s� ae� tVa� e�m�tl�ir
IFuuVffuVll�v� ��o kUnmv� 6� vua� irt��� @ea ��iruk�ed irnomp�e
BVoairo avt�.
CorrY.��ut Pi;�Yti�_�.ugi�tq�:4t�. t'e� obfain r�ipie5 oF VK'/4�Y�s.
Availa6le Brands
.I.E I..irv�itR_=d
20'fFi CE4V�T�UFtY FfJX (CANAl7A)
36R 6�gree WeFi
3C7connexinn
3Diloy
34h
Available ProduQs & Servlces
Cainpu¢er Pe�rl�herals
CampuYei�s
Computers - Desktop
Cqmpu2ers - Laplops
CprnpuF.ers - Porl.�ble
Computers - Servw�5
Additfonal Contrad Information
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f�,u�u�¢ rns�wa� ll.P�<4.;����r u��;�.�...�e�r�m��rroo:�r,4 Y��ws Ko-:ro�
']C'�.5._�c��'_�.'..u���'all4:x�s 9�J�:�u.�°b.k:�rnia v._i1?�� Qa�3�7 IKU:%p
http://www.dir.state.tx.us/ict/contracts/Pages/Details.aspx?dir contract number=-DIR-SD... 8/27/2013
Contract Details
Vendor Neme
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Page 2 of 2
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http://www.dir.state.tx.us/ict/contracts/Pages/Details.aspx?dir contract_number=DIR-SD... 8/27/2013
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
Table of Contents
1. Contract Scope
2. No Quantity Guarantees
3. Definitions.
........ . ......... ......... ......... ......... ......... ........ ................ 1
. .. ..... ......... .................... ........ ......... ......... ..........„.... 1
.... ......... ......... ......... ......... ................ B
4. General Provisions .......... ......... . ................... .................... . ....... ......... ......... ................ 2
A. Entire Agreement � ..... ...... ......... ......... ........... .. ........... ... ......... ......... ......... ....... 2
B. Modification of Contract Terms and/or Amendments .................................................. 2
C. Invalid Term or Condition .......... ......... ......... ..u..... ......,,.. �..... .�....... ,............. 2
D. Assignment . .................. ..a. �..........,........,.., � ............ .........,a..,.,....,......... .,.,...,.,...... 3
E. Survival ....... .................. .................. ......�...............,...... ...,,.....,...�.,...................3
F. Choice of Law .................. .......... ................ . ................. .............. ......... .......�...,... 3
G. Limitation of Authority ............... ........... ....... ......... .................. . ........ ............... 3
5. Product Terms and Conditions . ......... ......... ......... .......... . ...... ....... ......... ................ 3
A. Electronic and Information Resources Accessibility Standards, As Required
by 1 TAC Chapters 206 and 213 (Applicable to State Agency and
Institution of Higher Education Purchases Only) ......................................................... 3
B. Purchase of Commodity Items (Applicable to State Agency Purchases
Only) ......... ......... .......... ... ..... ............... ................. .... ......... ......... ........�..�.�...4
6. Contract Fulfillment and Promotion .............. ................... ........ ........ ......... ..�...,,. .....,. 4
A. Service, Sales and Support of the Contract ..............................�..�.............�..,..........,..... 4
B. Use of Order Fulfillers ............................................................................................e...., 5
1) Designation of Order Fulfillers ............................................................................... 5
2) Changes in Order Fulfiller List........,.,� ...............�......,....,,.,.......,...,....,,...,,,............ 5
3) Order Fulfiller Pricing to Customer ......... ......... ....�.....,....... .,...... ............,.,,, 5
C. Product Warranty and Return Policies .. ......... ......... ....... ......... ......... ........ ..�..,., 5
D, Customer Site Preparation .......... ......... ....... ......... ............. ................ ................. 6
E. Internet Access to Contract and Pricing Information ..............�..,.........-,.,.,,.............,... 6
1) Vendor Website ......... ......... ........ ............�......,,..... ,. ......,,. �....... ....,.... .,,.,,.. 6
2) Accurate and Timely Contract Information.......,. ....a ... ......... ......... ........ ........ 6
3) Website Compliance Checks ................................�....,,.....,,,.......,...,.........,...........,. 6
4) Website Changes ................................................... . ...... ........ ......... ................ 6
5) Use of Access Data Prohibited .................. ......... ........ ......... ........ ................ 6
6) Responsibility for Content ...................................................................................... 7
F. DIR Logo ...................................... ............... � . ,,...,.,...., .... ........ .,,...... ........,..�.,., 7
G. Vendor and Order Fulfiller Logo ......... ........ ......... ....... .................... ................. 7
H. Trade Show Participation .......................... ..... ......... ........ ......... ......... ................ 7
I. Orientation Meeting ................................ ... ..... ......... .�........ ..,..... ...�..... ,..........,...... 7
J. Performance Review Meetings .........................�_...,.......,....................,....,.....,............., 7
K. DIR Cost Avoidance ......................................�..........,.................................,..a.,.....��..... 8
06/08/12
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
7. Purchase Orders, Invoices, and Payments ....................�.
A. Purchase Orders ..... ......... ...._... ........ .........,,,.,,
B. Invoices.....,� .................... ..�...., ......... ..,.,......,..
C. Payments ..... ......... ........ ......... .....�., .,...�.,.......
�
.... 8
,.., 8
.... 8
.... 8
8. Contract Administration ................................... ......... . .........�.., ... ..........,.. ..,,. .......,.,....... 8
A. Contract Administrators .............. .�,...... .,....... ,..,............,... ....,....,....... ......,.,,,,..�.. �;
1) State Contract Administrator ......... ......... ................... ................. ................ �
2) Vendor Contract Administrator ..,.,.. .,...� ... ................... ................... ................. ��
B. Reporting and Administrative Fees ....... ......... ...............�. ......,. ........, .,.,..... ...., ��
1) Reporting Responsibility ...,.. �
......... ......... ......... ......... ........... . ..... ..............�,. �
2) Detailed Monthly Report ...... ........ .................... ................... ........ ......... ....... ��
3) Historically Underutilized Businesses Subcontract Reports ................................... ��
4) DIR Administrative Fee ......... �
........ .................... ...........
5) Accurate and Timely Submission of Reports ....................................................... R�1
C. Records and Audit .................................. ..................... ........ .......... ....... ............... � �
D. Contract Administration Notification .... ......... ....... ......... ......... ......... .............. � "�
�
10
VendorResponsibilities ............ ......... ......... ............ ............... ......... ......... ............... � �.
A. Indemnification ............................... . .... ...............a,..... ...�... ............. ,, .. ............,,, I 1
B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 1"�
C. Vendor Certifications ........................................�.......,..,..........,,..,...............,._..,.....,,,., 1 ��
D. Ability to Conduct Business in Texas,.., ..,,� .... ........ ........ ......m,. ,..... ........,...., I,�
E. Equal Opportunity Compliance ............. ......... ......... ......... ........ ........ ......... ... ;N �
F. Use of Subcontractors ...................................... .............................. ......... .............. 15
G. Responsibility for Actions ..................... ...�...., .,....... ,.......,,..,. .... .....,... ...„...,.,... I, �
H. Confidentiality ............................................................................ ... ......... ......... „ i,�r
I. Security of Premises, Equipment, Data and Personnel .................„...,.,........,......,,,..,.. ➢�"�
J. Background and/or Criminal History Investigation ...................................................: ��`a
K. Limitation of Liability ................. ......... ......... .............. ...... . ...... ...... . .............. � �a
L. Overcharges ..... .... ......... .............�. ... ........,... ..............,...,.... . .. ....... .,,..... ,„., ➢?
M. Prohibited Conduct ..................... ......................... .. ................. . .�. ......, ,.,...,.....,.. 1 I'
N. Required Insurance Coverage ..... ......... ............................. ......... ....... ............... 1"�
O. Use of State Property .................. ......... .......�, ......... .,..,..., ..,....,.,,.....,.. .,..,.....,.,,. l, �
P. Immigration .................................................................................... �,,... �....................., 1,�
Q. Public Disclosure .............................................................................�,..,.�...,...,,..,,,.,..,, 'I �
R. Product and/or Services Substitutions ........................................................................ 1�:?
S. Secure Erasure of Hard Disk Products and/or Services .............................................. 19
T. Deceptive Trade Practices; Unfair Business Practices ......................�................,.,..... 19
U. Drug Free Workplace Policy ....,, ..,.,� .. .................... ......... ......... ........ ............... 19
ContractEnforcement ................ ......... ......... ...................... ....... ......... ........ ............... 19
A. Enforcement of Contract and Dispute Resolution ..............�.,.,.....,,...........,............,.,. 19
B. Termination . ......... .......� .. ........ ....,.. ,,. ........ ............, ..,. ......... ..,.,... ,..........,.., 20
1) Termination for Non-Appropriation .......... ......... ........ ........ ......... ............... 20
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a) Termination for Non-Appropriation by Customer .................................................. 20
b) Termination forNon-Appropriation by DIR ...............„,,,.............,................,........ 20
2) Absolute Right ............................................................................�......................... 20
3) Termination for Convenience ...,.m ... ........ ..�..... ,........ ..................,, .............,. 21
4) Termination for Cause ......... ......... ....... ......... ......... .,.... ,.........,..,,,....,.... 21
a) Contract ................ ......... .... ..... ..................... ........ ......... ........ ...... . ........ 21
b) Purchase Order ................................................................................................ 21
5) Customer Rights Under Termination ......... ......... ........ ......... ...... ............. 21
6) Vendor or Order Fulfiller Rights Under Termination ........................................... 21
C. Force Majeure ........ ......... ......... ........... ....... ......... ................ . . ......... .............. 22
11. Notification ..................... ......... ......... .................. ......... .................. ....... ,....,.,.....,. 22
A. Notices ........ ................... ......... ......... ........� ........,,,, ...,,. . ........ ,.,,,.,.. ............... 22
B. Handling of Written Complaints ...................... ......... ........ ......... ......�.. .....,......... 22
12. Captions ..... .. ....... ........... ...... � ..�..�.. ...............,...,.... ..... ....,... ...... .,. .....,.., .,�..,.....,... 22
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The following terms and conditions shall govern the conduct of DIR and Vendor during the term
of the Contract.
1. Contract Scope
The Vendor shall provide the products and related services specified in Section 3 of the
Contract for purchase by Customers. In addition, DIR and Vendor may agree to
provisions that allow Vendor and/or Order Fulfiller to lease the products offered under
the Contract. Terms used in this document shall have the meanings set forth below in
Section 3.
2. No Quantity Guarantees
The Contract is not exclusive to the Vendor. Customers may obtain products and related
services from other sources during the term of the Contract. DIR makes no express or
implied warranties whatsoever that any particular quantity or dollar amount of products
and related services will be procured through the Contract.
3. De�nitions
A. Customer - any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, and those state
agencies purchasing from a DIR contract through an Interagency Agreement, as
autharized by Chapter 771, Texas Government Code, any local government as
authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government
Code, and the state agencies and political subdivisions of other states as authorized by
Section 2054.0565, Texas Government Code and, except for telecommunications
services under Chapter 2170, Texas Government Code, assistance organizations as
defined in Section 2175.001, Texas Government Code to mean:
1) A non-profit organization that provides educational, health or human
services or assistance to homeless individuals;
2) A nonproiit food bank that solicits, warehouses, and redistributes edible
but unmarketable food to an agency that feeds needy families and
individuals;
3) Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners
of the Alliance Office of the Agency for International Development;
4) A group, including a faith-based group, that enters into a fnancial or
, non-financial agreement with a health or human services agency to
provide services to that agency's clients;
5) A local workforce development board created under Section 2308.253;
6) A nonproiit organization approved by the Supreme Court of Texas that
provides free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity
designated by the commissioner of agriculture as the foundation's
successor entity under Section 74.1011, Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and
redistributes used computer equipment to public school students and
their families; and
9) A nonpro�t organization that provides affordable housing.
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B. Compliance Check — an audit of Vendor's compliance with the Contract may be
performed by, but not limited to, a third party auditor, DIR Internal Audit department,
or DIR contract management staff or their designees.
C. Contract — the document executed between DIR and Vendor into which this
Appendix A is incorporated.
D. CPA — refers to the Texas Comptroller of Public Accounts.
E. Day - shall mean business days, Monday through Friday, except for State and Federal
holidays. If the Contract calls for performance on a day that is not a business day,
then performance is intended to occur on the next business day.
F. Order Fulfiller — the party, either Vendor or a party that may be designated by
Vendor, who is fulfilling a Purchase Order pursuant to the Contract.
G. Purchase Order - the Customer's fiscal form or format, which is used when making
a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic
Purchase Order, or other authorized instrument).
H. State — refers to the State of Texas.
4. General Provisions
A. Entire Agreement
The Contract, Appendices, and Exhibits constitute the entire agreement between DIR
and the Vendor. No statement, promise, condition, understanding, inducement or
representation, oral or written, expressed or implied, which is not contained in the
Contract, Appendices, or its Exhibits shall be binding or valid.
B. Modification of Contract Terms and/or Amendments
1) The terms and conditions of the Contract shall govern all transactions by
Customers under the Contract. The Contract may only be modified or amended upon
mutual written agreement of DIR and Vendor.
2) Customers shall not have the authority to modify the terms of the Contract;
however, additional Customer terms and conditions that do not conflict with the
Contract and are acceptable to Order Fulfller may be added in a Purchase Order and
given effect. No additional term or condition added in a Purchase Order issued by a
Customer can conflict with or diminish a term or condition of the Contract. Pre-
printed terms and conditions on any Purchase Order issued by Customer hereunder
will have no force and effect. In the event of a conflict between a Customer's
Purchase Order and the Contract, the Contract term shall control.
3) Customers and Vendor will negotiate and enter into written agreements regarding
statements of work, service level agreements, remedies, acceptance criteria,
information confidentiality and security requirements, and other terms specific to
their Purchase Orders under the Contract with Vendors.
C. Invalid Term or Condition
1) To the extent any term or condition in the Contract conflicts with the applicable
Texas and/or United States law or regulation, such Contract term or condition is void
and unenforceable. By executing a contract which contains the conflicting term or
condition, DIR makes no representations or warranties regarding the enforceability of
such term or condition and DIR does not waive the applicable Texas and/or United
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States law or regulation which conflicts with the Contract term or condition.
2) If one or more term or condition in the Contract, or the application of any term or
condition to any party or circumstance, is held invalid, unenforceable, or illegal in
any respect by a final judgment or order of the State Office of Administrative
Hearings or a court of competent jurisdiction, the remainder of the Contract and the
application of the term or condition to other parties or circumstances shall remain
valid and in full force and effect.
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor
in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a
subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
Assignment of the Contract under the above terms shall require written notification by
the assigning party. Any other assignment by a party shall require the written consent of
the other party. Each party agrees to cooperate to amend the Contract as necessary to
maintain an accurate record of the contracting parties.
E. Survival
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the
Contract shall survive the expiration or termination of the Contract. All Purchase Orders
issued and accepted by Order Fulfiller shall survive expiration or termination of the
Contract.
F. Choice of Law
The laws of the State of Texas shall govern the construction and interpretation of the
Contract. Exclusive venue for all actions with be in state court, Travis County, Texas.
Nothing in the Contract or its Appendices shall be construed to waive the State's
sovereign immunity.
G. Limitation of Authority
Vendor shall have no authority to act for or on behalf of the Texas Department of
Information Resources or the State of Texas except as expressly provided for in this
Contract; no other authority, power or use is granted or implied. Vendor may not incur
any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas
or Texas Department of Information Resources.
5. Product Terms and Conditions
A. Electronic and Information Resources Accessibility Standards, As Required by 1
TAC Chapters 206 and 213 (Applicable to State Agency and Institution of
Higher Education Purchases Only)
1) Effective September 1, 2006 state agencies and institutions of higher education
shall procure products which comply with the State of Texas Accessibility
requirements for Electronic and Information Resources specified in 1 TAC Chapters
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206 and 213 when such products are available in the commercial marketplace or
when such products are developed in response to a procurement solicitation.
2) Upon request, but not later thirty (30) days after request, Vendor shall provide DIR
with a completed Voluntary Product Accessibility Template (VPAT) of the specified
product or a URL to the VPAT for reviewing compliance with the State of Texas
Accessibility requirements (based on the federal standards established under Section
508 of the Rehabilitation Act).
B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)
1) Texas Government Code, §2157.068 requires State agencies to buy commodity
items, as defined in S.B.2 below, in accordance with contracts developed by DIR,
unless the agency obtains an exemption from DIR.
2) Commodity items are commercially available software, hardware and technology
services that are generally available to businesses or the public and for which DIR
determines that a reasonable demand exists in two or more state agencies. Hardware
is the physical technology used to process, manage, store, transmit, receive or deliver
information. Software is the commercially available programs that operate hardware
and includes all supporting documentation, media on which the software may be
contained or stored, related materials, modifications, versions, upgrades,
enhancements, updates or replacements. Technology services are the services,
functions and activities that facilitate the design, implementation, creation, or use of
software or hardware. Technology services include seat management, staffing
augmentation, training, maintenance and subscription services. Technology services
do not include telecommunications services. Seat management is services through
which a state agency transfers its responsibilities to a vendor to manage its personal
computing needs, including all necessary hardware, software and technology services.
3) Vendor agrees to coordinate all State agency commodity item sales through
existing DIR contracts. Institutions of higher education are exempt from this
Subsection S.B.
6. Contract Fulfillment and Promotion
A. Service, Sales and Support of the Contract
Vendor shall provide service, sales and support resources to serve all Customers
throughout the State. It is the responsibility of the Vendor to sell, market, and promote
products and services available under the Contract. Vendor shall use its best efforts to
ensure that potential Customers are made aware of the existence of the Contract. All sales
to Customers for products and services available under the Contract shall be processed
through the Contract.
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B. Use of Order Fulfillers
DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service,
sales and support resources to Customers. Such participation is subject to the following
conditions:
1) Designation of Order Fulfillers
a) Vendor may designate Order Fulfillers to act as the distributors for products
and services available under the Contract. In designating Order Fulfillers, Vendor
must be in compliance with the State's Policy on Utilization of Historically
Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor
shall provide DIR with the following Order Fulfiller information: Order Fulfiller
name, Order Fulfller business address, Order Fulfiller CPA Identification
Number, Order Fulfiller contact persori email address and phone number.
b) DIR reserves the right to require the Vendor to rescind any such Order
Fulfiller participation or request that Vendor name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
c) Vendor shall be fully liable for its Order Fulfillers' performance under and
compliance with the terms and conditions of the Contract. Vendor shall enter into
contracts with Order Fulfillers and use terms and conditions that are consistent
with the terms and conditions of the Contract.
d) Vendor shall have the right to qualify Order Fulfillers and their participation
under the Contract provided that: i) any criteria is uniformly applied to all
potential Order Fulfillers based upon Vendor's established, neutrally applied
criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the different criteria.
e) Vendor shall not prohibit Order Fulfller from participating in other
procurement opportunities offered through DIR.
2) Changes in Order Fulfiller List
Vendor may add or delete Order Fulfillers throughout the term of the Contract upon
written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor
must make a good faith effort in the revision of its Subcontracting Plan in accordance
with the State's Policy on Utilization of Historically Underutilized Businesses.
Vendor shall provide DIR with its updated Subcontracting Plan and the Order
Fulfiller information listed in Section 6.B.l.a above.
3) Order Fulfiller Pricing to Customer
Order Fulfller pricing to the Customer shall comply with the Customer price as
stated within Section 4 of the Contract. This pricing shall only be offered by Order
Fulfillers to Customers for sales that pass through the Contract.
C. Product Warranty and Return Policies
Order Fulfiller will adhere to the Vendor's then-currently published policies concerning
product warranties and returns. Product warranty and return policies for Customers will
not be more restrictive or more costly than warranty and return policies for other
similarly situated Customers for like products.
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D. Customer S'rte Preparation
Customers shall prepare and maintain its site in accordance with written instructions
furnished by Order Fulfiller prior to the scheduled delivery date of any product or service
and shall bear the costs associated with the site preparation.
E. Internet Access to Contract and Pricing Information
1) Vendor Website
Within thirty days of the effective date of the Contract, Vendor will establish and
maintain a website specific to the product and service offerings under the Contract
which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's
website. The website must include: the product and services offered, product and
service specifications, Contract pricing, designated Order Fulfillers, contact
information for Vendor and designated Order Fulfillers, instructions for obtaining
quotes and placing Purchase Orders, and warranty and return policies. The Vendor's
website shall list the DIR Contract number, reference the DIR Information and
Communications Technology (ICT) Cooperative Contracts program, display the DIR
logo in accordance with the requirements in paragraph F of this Section, and contain a
link to the DIR website for the Contract.
2) Accurate and Timely Contract Information
Vendor warrants and represents that the website information specified in the above
paragraph will be accurately and completely posted, maintained and displayed in an
objective and timely manner. Vendor, at its own expense, shall correct any non-
conforming or inaccurate information posted at Vendor's website within ten (10)
business days after written notification by DIR.
3) Website Compliance Checks
Periodic compliance checks of the information posted for the Contract on Vendor's
website will be conducted by DIR. Upon request by DIR, Vendor shall provide
verifiable documentation that pricing listed upon this website is uniform with the
pricing as stated in Section 4 of the Contract.
4) Website Changes
Vendor hereby consents to a link from the DIR website to Vendor's website in order
to facilitate access to Contract information. The establishment of the link is provided
solely for convenience in carrying out the business operations of the State. DIR
reserves the right to terminate or remove a link at any time, in its sole discretion,
without advance notice, or to deny a future request for a link. DIR will provide
Vendor with subsequent notice of link termination or removal. Vendor shall provide
DIR with timely written notice of any change in URL or other information needed to
access the site and/or maintain the link.
5) Use of Access Data Prohibited
If Vendor stores, collects or maintains data electronically as a condition of accessing
Contract information, such data shall only be used internally by Vendor for the
purpose of implementing or marketing the Contract, and shall not be disseminated to
third parties or used for other marketing purposes. The Contract constitutes a public
document under the laws of the State and Vendor shall not restrict access to Contract
terms and conditions including pricing, i.e., through use of restrictive technology or
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passwords.
6) Responsibility for Content
Vendor is solely responsible for administration, content, intellectual property rights,
and all materials at Vendor's website. DIR reserves the right to require a change of
listed content if, in the opinion of DIR, it does not adequately represent the Contract.
F. DIR Logo
Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with
the following stipulations: (i) the logo may not be modified in any way, (ii) when
displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller
logo, (iii) the DIR logo is only used to communicate the availability of products and
services under the Contract to Customers, and (iv) any other use of the DIR logo requires
prior written permission from DIR.
G. Vendor and Order Fulfiller Logo
DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the
Contract to communicate the availability of products and services under the Contract to
Customers. Use of the logos may be on the DIR website or on printed materials. Any
use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely
related to the purposes of the Contract and any usage guidelines communicated to DIR
from time to time. Nothing contained in the Contract will give DIR any right, title, or
interest in or to Vendor's or Order Fulfller' trademarks or the goodwill associated
therewith, except for the limited usage rights expressly provided by Vendor and Order
Fulfiller.
H. Trade Show Participation
At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or
more DIR sponsored trade shows each calendar year. Vendor understands and agrees that
participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned
booth display or similar presence. DIR will provide four months advance notice of any
required participation. Vendor and Order Fulfillers must display the DIR logo at all trade
shows that potential Customers will attend. DIR reserves the right to approve or
disapprove of the location or the use of the DIR logo in or on the Vendor's or Order
Fulfiller's booth.
I. Orientation Meeting
Upon thirty (30) calendar days from execution of the Contract, Vendor and Order
Fulfillers will be required to attend an orientation meeting to discuss the content and
procedures of the Contract. The meeting will be held within the Austin, Texas area at a
date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the
time and travel of the Vendor or Order Fulfillers for attendance at the meeting.
J. Performance Review Meetings
DIR will require the Vendor to attend periodic meetings to review the Vendor's
performance under the Contract. The meetings will be held within the Austin, Texas area
at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for
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the time and travel of the Vendor for attendance at the meeting.
K. DIR Cost Avoidance
As part of the performance measures reported to state leadership, B�R must pravide the
cost avoidance the State has achieved through the Contract. Upon request by DIR,
Vendor shall provide DIR with a detailed report of a representative sample of products
sold under the Contract. The report shall contain: product part number, product
description, list price, price to Customer under the Contract, and pricing from three (3)
alternative sources under which DIR customers can procure the products.
7. Purchase Orders, Invoices, and Payments
A. Purchase Orders
All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate
Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by
Order Fulfiller.
B. Invoices
1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and
shall be issued in compliance with Chapter 2251, Texas Government Code. All
payments for products and/or services purchased under the Contract and any
provision of acceptance of such products and/or services shall be made by the
Customer to the Order Fulfiller.
2) Invoices must be timely and accurate. Each invoice must match Customer's
Purchase Order and include any written changes that may apply, as it relates to
products, prices and quantities. Invoices must include the Customer's Purchase Order
number or other pertinent information for verification of receipt of the product or
services by the Customer.
C. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making
payments to Order Fulfiller. The statute states that payments for goods and services are
due thirty (30) days after the goods are provided, the services completed, or a correct
invoice is received, whichever is later. Payment under the Contract shall not foreclose the
right to recover wrongful payments.
8. Contract Administration
A. Contract Administrators
DIR and the Vendor will each provide a Contract Administrator to support the Contract.
Information regarding the Contract Administrators will be posted on the Internet website
designated for the Contract.
1) State Contract Administrator
DIR shall provide a Contract Administrator whose duties shall include but not be
limited to: i) supporting the marketing and management of the Contract, ii) advising
DIR of Vendor's performance under the terms and conditions of the Contract, and iii)
periodic verification of product pricing and monthly reports submitted by Vendor.
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2) Vendor Contract Administrator
Vendor shall provide a dedicated Contract Administrator whose duties shall include
but not be limited to: i) supporting the marketing and management of the Contract, ii)
�facilitating dispute resolution between a Order Fulfiller and a Customer, and iii)
advising DIR of Order Fulfillers performance under the terms and conditions of the
Contract. DIR reserves the right to require a change in Vendor's then-current
Con.tract Administrator if the assigned Contract Administrator is not, in the opinion of
DIR, adequately serving the needs of the State.
B. Reporting and Administrative Fees
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all products and services purchased
through Order Fulfillers under the Contract. Vendor shall file the monthly reports,
subcontract reports, and pay the administrative fees in accordance with the due
dates specified in this section.
b) DIR shall have the right to verify required reports and to take any actions
necessary to enforce its rights under this section, including but not limited to,
compliance checks of Vendor's applicable Contract books at DIR's expense.
2) Detailed Monthly Report
Vendor shall electronically provide DIR with a detailed monthly report in the format
required by DIR showing the dollar volume of any and all sales under the Contract
for the previous month period. Reports shall be submitted to the DIR ICT
Cooperative Contracts E-Mail Box at ict.sales�a),dir.texas.�ov. Reports are due on the
fifteenth (15'") calendar day after the close of the previous month period. It is the
responsibility of Vendor to collect and compile all sales under the Contract from
participating Order Fulfillers and submit one (1) monthly report. The monthly report
shall include, per transaction: the detailed sales for the period, the Order Fulfiller's
company name, if applicable, Customer name, invoice date, invoice number,
description, part number, manufacturer, quantity, unit price, extended price, Customer
Purchase Order number, contact name, Customer's complete billing address, and
other information as required by DIR. Each report must contain all information listed
above per transaction or the report will be rejected and returned to the Vendor for
correction in accordance with this section.
3) Historically Underutilized Businesses Subcontract Reports
a) Vendor shall electronically provide each Customer with their relevant
Historically Underutilized Business Subcontracting Report, pursuant to the
Contract, as required by Chapter 2161, Texas Govemment Code. Reports shall
also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
4) DIR Administrative Fee
a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs
of negotiating, executing, and administering the Contract. The maximum
administrative fee is set by the Texas Legislature in the biennial General
Appropriations Act. Payment of the administrative fee shall be due on the
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fifteenth (15th) calendar day after the close of the previous month period. DIR
may change the amount of the administrative fee upon thirty (30) days written
notice to Vendor without the need for a formal contract amendment.
b) Vendor shall reference the DIR Contract number on any remittance
instruments.
5) Accurate and Timely Submission of Reports
a) The reports and administrative fees shall be accurate and timely and submitted
in accordance with the due dates specified in this section. Vendor shall correct
any inaccurate reports or administrative fee payments within three (3) business
days upon written notification by DIR. Vendor shall deliver any late reports or
late administrative fee payments within three (3) business days upon written
notification by DIR. If Vendor is unable to correct inaccurate reports or
administrative fee payments or deliver late reports and fee payments within three
(3) business days, Vendor must contact DIR and provide a corrective plan of
action, including the timeline for completion of correction. The corrective plan of
action shall be subject to DIR approval.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely
delivery of reports and payments within the corrective plan of action timeline,
DIR reserves the right to require an independent third party audit of the Vendor's
records as specified in C.3 of this Section, at DIR's expense.
c) Failure to timely submit three (3) reports within any rolling twelve (12) month
period may, at DIR's discretion, result in termination of Vendor's Contract.
C. Records and Audit
1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as
acceptance of the authority of the State Auditor's Office, or any successor agency, to
conduct an audit or investigation in connection with those funds. Vendor further
agrees to cooperate fully with the State Auditor's Office or its successor in the
conduct of the audit or investigation, including providing all records requested.
Vendor will ensure that this clause concerning the authority to audit funds received
indirectly by subcontractors through Vendor or directly by Order Fulfillers and the
requirement to cooperate is included in any subcontract or Order Fulfiller contract it
awards pertaining to the Contract. Under the direction of the Legislative Audit
Committee, a Vendor that is the subject of an audit or investigation by the State
Auditor's Office must provide the State Auditor's Office with access to any
information the State Auditor's Office considers relevant to the investigation or audit.
2) Vendor and Order Fulfillers shall maintain adequate records to establish
compliance with the Contract until the later of a period of four (4) years after
termination of the Contract or until full, final and unappealable resolution of all
Compliance Check or litigation issues that arise under the Contract. Such records
shall include per transaction: the Order Fulfller's company name if applicable,
Customer name, invoice date, invoice number, description, part number,
manufacturer, quantity, unit price, extended price, Customer Purchase Order number,
contact name, Customer's complete billing address, the calculations supporting each
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administrative fee owed DIR under the Contract, Historically Underutilized
Businesses Subcontracting reports, and such other documentation as DIR may
request.
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic
records, books, documents, accounting procedures, practices and any other items
relevant to the performance of the Contract to the DI.R Internal Audit department or
DIR Contract Management staff, including the compliance checks designated by the
DIR Internal Audit department, DIR Contract Management staff, the State Auditor's
Office, and of the United States, and such other persons or entities designated by DIR
for the purposes of inspecting, Compliance Checking and/or copying such books and
records. Vendor and/or Order Fulfillers shall provide copies and printouts requested
by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10)
business days' notice prior to inspecting, Compliance Checking, and/or copying
Vendor's and/or Order Fuliiller's records. Vendor's and/or Order Fulfillers records,
whether paper or electronic, shall be made available during regular office hours.
Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order
Fulfiller's books and records shall be available to the DIR Internal Audit department,
or DIR Contract Management staff and designees as needed. Vendor and/or Order
Fulfiller shall provide adequate office space to DIR staff during the performance of
Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR
may invoice for the reasonable costs of the audit, which Vendor must pay within
thirty (30) days of receipt.
4) For procuring State Agencies whose payments are processed by the Texas
Comptroller of Public Accounts, the volume of payments made to Order Fulfillers
through the Texas Comptroller of Public Accounts and the administrative fee based
thereon shall be presumed correct unless Vendor can demonstrate to DIR's
satisfaction that Vendor's calculation of DIR's administrative fee is correct.
D. Contract Administration Noti�cation
1) Upon execution of the Contract, Vendor shall provide DIR with written
notification of the following: i) Vendor Contract Administrator name and contact
information, ii) Vendor sales representative name and contact information, and iii)
name and contact information of Vendor personnel responsible for submitting reports
and payment of administrative fees specified herein.
2) Upon execution of the Contract, DIR shall provide Vendor with written
notification of the following: i) DIR Contract Administrator name and contact
information, and ii) DIR ICT Cooperative Contracts E-Mail Box information.
Vendor Responsibilities
A. Indemnification
1) Acts or Omissions
Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST
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ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or
resulting from any acts or omissions of the Vendor or its agents, employees,
subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or
performance of the Contract and any Purchase Orders issued under the Contract
REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMER, THE STATE OF
TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY
ALL COSTS OF DEFENSE 1NCLUDING ATTORNEYS FEES. THE DEFENSE
SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL
FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL
FOR NON-STATE AGENCY CUSTOMERS.
2) Infringements
a) Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third
party claims involving infringement of United States patents, copyrights, trade and
service marks, and any other intellectual or intangible property rights in connection
with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS
CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR
SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE
OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE
AGENCY CUSTOMERS.
b) If Vendor becomes aware of an actual or potential claim, or Customer provides
Vendor with notice of an actual or potential claim, Vendor may (or in the case of an
injunction against Customer, shall), at Vendor's sole option and expense: (i) procure
for the Customer the right to continue to use the affected portion of the product or
service, or (ii) modify or replace the affected portion of the product or service with
functionally equivalent or superior product or service so that Customer's use is non-
infringing. •
3) Independent Contractor
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF THIS CONTRACT, IT IS FURNISHING SERVICES IN THE
CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR
IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF
TEXAS.
B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE
1) VENDOR AGREES AND ACKNOWLEDGES
EXISTENCE OF THIS CONTRACT, VENDOR
RESPONSIBLE FOR THE LIABILITY AND PAYMF
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THAT DURING THE
SHALL BE ENTIRELY
NT OF VENDOR' S AND
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Standard Terms and Conditions For Product and Related Services Contracts
VENDOR'S EMPLOYEES' TAXES OF WHATEVER K1ND, ARISING OUT OF
THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO
COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY
SUCH PERSONS, 1NCLUDING LAWS REGARDING WAGES, TAXES,
INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND
ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES,
AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY
STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTI'T�'
CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE
LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE
PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT
1NSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT
AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENTAL ENTITY CUSTOMER.
2) VENDOR AGREES TO INDENINIFY AND HOLD HARMLESS CUSTOMERS,
THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES
FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR
SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES,
RELATING TO TAX LIABILITY, UNEMPLOYMENT 1NSURANCE AND/OR
WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY
VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR
SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTR.ACT.
VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE
OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE
AGENCY CUSTOMERS.
C. Vendor Certifications
Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they:
(i) have not given, offered to give, and do not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount,
trip, favor, or service to a public servant in connection with the Contract;
(ii) are not currently delinquent in the payment of any franchise tax owed the State of
Texas and are not ineligible to receive payment under §231.006 of the Texas
Family Code and acknowled.ge the Contract may be terminated and payment
withheld if this certification is inaccurate;
(iii) neither they, nor anyone acting for them, have violated the antitrust laws of the
United States or the State of Texas, nor communicated directly or indirectly to
any competitor or any other person engaged in such line of business for the
purpose of obtaining an unfair price advantage;
(iv) have not received payment from DIR or any of its employees for participating in
the preparation of the Contract;
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(v) under Section 2155.004, Texas Government Code, the vendor certifies that the
individual or business entity named in this bid or contract is not ineligible to
receive the specified contract and acknowledges that this contract may be
terminated and payment withheld if this certifcation is inaccurate;
(vi) to the best of their knowledge and belief, there are no suits or proceedings
pending or threatened against or affecting them, which if determined adversely to
them will have a material adverse effect on the ability to fulfill their obligations
under the Contract;
(vii) are not suspended or debarred from doing business with the federal government as
listed in the Excluded Parties List System (EPLS) maintained by the General
Services Administration;
(viii) as of the effective date of the Contract, are not listed in the prohibited vendors list
authorized by Executive Order #13224, "Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism ", published by the United States Department of the Treasury, Office of
Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract,
Vendor hereby certifies that it is in cornpliance with Subchapter Y, Chapter 361,
Health and Safety Code related to the Computer Equipment Recycling Program
and its rules, 30 TAC Chapter 328;
(ix) agree that any payments due under this contract will be applied towards any debt,
including but not limited to delinquent taxes and child support that is owed to the
State of Texas;
(x) are in compliance Section 669.003, Texas Government Code, relating to
contracting with executive head of a state agency;
(xi) have identified all current or former, within the last five years, employees of the
State of Texas assigned to work on the DIR Contract 20% or more of their time
and have disclosed them to DIR and have disclosed or do not employ any relative
of a current or former state employee within two degrees of consanguinity, and, if
these facts change during the course of the Contract, certify they shall disclose the
name and other pertinent information about the employment of current and former
employees and their relatives within two degrees of consanguinity;
(xii) represent and warrant that the provision of goods and services or other
performance under the Contract will not constitute an actual or potential conflict
of interest and certify that they will not reasonably create the appearance of
impropriety, and, if these facts change during the course of the Contract, certify
they shall disclose the actual or potential conflict of interest and any
circumstances that create the appearance of impropriety;
(xiii) represent and warrant that the Customer's payment and their receipt of
appropriated or other funds under this Agreement are not prohibited by Sections
556.005 or Section 556.008, Texas Government Code;
(xiv) under Section 2155.006, Government Code, are not ineligible to receive the
specified contract and acknowledge that this contract may be terminated and
payment withheld if this certification is inaccurate; and
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(xv) have complied with the Section 556.0055, Texas Government Code, restriction on
lobbying expenditures. In addition, they acknowledge the applicability of
§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of
the Contract.
During the term of the Contract, Vendor shall, for itself and on behalf of its Order
Fulfillers, promptly disclose to DIR all changes that occur to the foregoing
certifications, representations and warranties. Vendor covenants to fully cooperate
in the development and execution of resulting documentation necessary to
maintain an accurate record of the certifications, representations and warranties.
In addition, Vendor understands and agrees that Vendor may be required to
comply with additional terms and conditions or certifications that an individual
customer may require due to state and federal law (e.g, privacy and security
requirements).
D. Ability to Conduct Business in Texas
Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of
its state of organization, and shall be authorized to do business in the State of Texas.
E. Equal Opportunity Compliance
Vendor agrees to abide by all applicable laws, regulations, and executive orders
pertaining to equal employment opportunity, including federal laws and the laws of the
State in which its primary place of business is located. In accordance with such laws,
regulations, and executive orders, the Vendor agrees that no person in the United States
shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or
handicap, be excluded from employment with or participation in, be denied the benefits
of, or be otherwise subjected to discrimination under any program or activity performed
by Vendor under the Contract. If Vendor is found to be not in compliance with these
requirements during the term of the Contract, Vendor agrees to take appropriate steps to
correct these deficiencies. Upon request, Vendor will furnish information regarding its
nondiscriminatory hiring and promotion policies, as well as specific information on the
composition of its principals and staff, including the identification of minorities and
women in management or other positions with discretionary or decision-making
authority.
F. Use of Subcontractors
If Vendor uses any subcontractors in the performance of this Contract, Vendor must
make a good faith effort in the submission of its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. A revised
Subcontracting Plan shall be required before Vendor can engage additional
subcontractors in the performance of this Contract. Vendor shall remain solely
responsible for the performance of its obligations under the Contract.
G. Responsibility for Actions
1) Vendor is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority
to act or speak on behalf of DIR or the State.
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2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly
when the disclosures under Item 18 of Appendix A to the RFO and/or Section 9.C. (xii)
and (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor
covenants to fully cooperate with DIR to update and amend the Contract to accurately
disclose employment of current or former State employees and their relatives and/or the
status of conflicts of interest.
H. Confidentiality
1) Vendor acknowledges that DIR and Customers that are state agencies are government
agencies subject to the Texas Public Information Act. Vendor also acknowledges that
DIR and Customers that are state agencies will comply with the Public Information Act,
and with all opinions of the Texas Attorney General's office concerning this Act.
2) Under the terms of the Contract, DIR may provide Vendor with information related to
Customers. Vendor shall not re-sell or otherwise distribute or release Customer
information to any party in any manner.
I. Security of Premises, Equipment, Data and Personnel
Vendor and/or Order Fulfiller may, from time to time during the performance of the
Contract, have access to the personnel, premises, equipment, and other property,
including data, files and /or materials (collectively referred to as "Data") belonging to the
Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety,
security, and the integrity of the personnel, premises, equipment, Data and other property
of the Customer, in accordance with the instruction of the Customer. Vendor and/or
Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and
its contents when such damage is caused by its employees or subcontractors. If a Vendor
and/or Order Fulfller fails to comply with Customer's security requirements, then
Customer may immediately terminate its Purchase Order and related Service Agreement.
J. Background and/or Criminal History Investigation
Prior to commencement of any services, background and/or criminal history investigation
of the Vendor and/or Order Fulfiller's employees and subcontractors who will be
providing services to the Customer under the Contract may be performed by certain
Customers having legislative authority to require such investigations. Should any
employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing
services to the Customer under the Contract not be acceptable to the Customer as a result
of the background and/or criminal history check, then Customer may immediately
terminate its Purchase Order and related Service Agreement or request replacement of the
employee or subcontractor in question.
K. Limitation of Liability
For any claim or cause of action arising under or related to the Contract: i) to the extent
permitted by the Constitution and the laws of the State of Texas, none of the parties shall
be liable to the other for punitive, special, or consequential damages, even if it is advised
of the possibility of such damages; and ii) Vendor's liability for damages of any kind to
the Customer shall be limited to the total amount paid to Vendor under the Contract
during the twelve months immediately preceding the accrual of the claim or cause of
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action. However, this limitation of Vendor's liability shall not apply to claims of patent,
trademark, or copyright infringement.
L. Overcharges
Vendor hereby assigns to DIR any and all of its claims for overcharges associated with
this contract which arise under the antitrust laws of the United States, 15 U.S.C.A.
Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex.
Bus. and Comm. Code Section 15.01, et seq.
M. Prohibited Conduct
Vendor represents and warrants that, to the best of its knowledge as of the date of this
certification, neither Vendor nor any Order Fulfller, subcontractor, firm, corporation,
partnership, or institution represented by Vendor, nor anyone acting for such Order
Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws
of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the
federal antitrust laws; or (2) communicated its response to the Request for Offer directly
or indirectly to any competitor or any other person engaged in such line of business
during the procurement for the Contract.
N. Required Insurance Coverage
As a condition of this Contract with DIR, Vendor shall provide the listed insurance
coverage within 5 days of execution of the Contract if the Vendor is awarded services
which require that Vendor's employees perform work at any Customer premises and/or
use employer vehicles to conduct work on behalf of Custoiners. In addition, when
engaged by a Customer to provide services on Customer premises, the Vendor shall, at its
own expense, secure and maintain the insurance coverage specified herein, and shall
provide proof of such insurance coverage to the related Customer within five (5) business
days following the execution of the Purchase Order. Vendor may not begin performance
under the Contract and/or a Purchase Order until such proof of insurance coverage is
provided to, and approved by, DIR and the Customer. All required insurance must be
issued by companies that are A+ financially rated and duly licensed, admitted, and
authorized to do business in the State of Texas. The Customer and DIR will be named as
Additional Insureds on all required coverage. Required coverage must remain in effect
through the term of the Contract and each Purchase Order issued to Vendor there under.
The minimum acceptable insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include a combined single limit of $500,000 per
occurrence for coverage A, B, & C including products/completed operations, where
appropriate, with a separate aggregate of $500,000. The policy shall contain the
following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured;
d) 30-day Notice of Termination in favor of DIR and/or Customer; and
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e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or
Customer.
2) Workers' Compensation Insurance
Workers' Compensation Insurance and Employers' Liability coverage must include
limits consistent with statutory benefits outlined in the Texas Workers' Compensation
Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for
Employers' Liability of $250,000 bodily injury per accident, $500,000 bodily injury
disease policy limit and $250,000 per disease per employee.
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non-owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for
bodily injury and property damage. Alternative acceptable limits are $250,000 bodily
injury per person, $500,000 bodily injury per occurrence and at least $100,000
property damage liability per accident. The policy shall contain the following
endorsements in favor of DIR and/or Customer:
a) Waiver of Subrogation;
b) 30-day Notice of Termination; and
c) Additional Insured.
O. Use of State Property
Vendor is prohibited from using the Customer's equipment, the Customer's Location, or
any other resources of the Customer or the State of Texas for any purpose other than
performing services under this Agreement. For this purpose, equipment includes, but is
not limited to, copy machines, computers and telephones using State of Texas long
distance services. Any charges incurred by Vendor using the Customer's equipment for
any purpose other than performing services under this Agreement must be fully
reimbursed by Vendor to the Customer immediately upon demand by the Customer.
Such use shall constitute breach of contract and may result in termination of the contract
and other remedies available to DIR and Customer under the contract and applicable law.
P. Immigration
Vendor shall comply with all requirements related to federal immigration laws and
regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the
Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and
the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification
and retention of verifcation forms for any individual(s) hired on or after the effective
date of the 1996 Act who will perform any labor or services under this Contract. Nothing
herein is iritended to exclude compliance by Vendor with all other relevant federal
immigration statutes and regulations promulgated pursuant thereto.
Q. Public Disclosure
No public disclosures or news releases pertaining to this contract shall be made without
prior written approval of DIR.
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R. Product and/or Services Substitutions
Substitutions are not permitted without the written permission of DIR or Customer.
S. Secure Erasure of Hard Disk Products and/or Services
Vendor agrees that all products and/or services equipped with hard disk drives (i.e.
computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall
have the capability to securely erase data written to the hard drive prior to final
disposition of such products and/or services, either at the end of the Customer's Managed
Services product's useful life or the end of the related Customer Managed Services
Agreement for such products and/ services, in accordance with 1 TAC 202.
T. Deceptive Trade Practices; Unfair Business Practices
a) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has
been (i) found liable in any administrative hearing, litigation or other proceeding of
Deceptive Trade Practices violations as defined under Chapter 17, Texas Business &
Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice
pending in any administrative hearing, litigation or other proceeding.
b)Vendor certifies that it has no officers who have served as officers of other entities who
(i) have been found liable in any administrative hearing, litigation or other proceeding of
Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive
Trade Practice pending in any administrative hearing, litigation or other proceeding.
U. Drug Free Workplace Policy
The contractor shall comply with the applicable provisions of the Drug-Free Work Place
Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and
maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and
Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the
provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the
contractor shall comply with the relevant provisions thereof, including any amendments
to the final rule that may hereafter be issued.
10. Contract Enforcement
A. Enforcement of Contract and Dispute Resolution
1) Vendor and DIR agree to the following: (i) a party's failure to require strict
performance of any provision of the Contract shall not waive or diminish that pariy's
right thereafter to demand strict compliance with that or any other provision, (ii) for
disputes not resolved in the normal course of business, the dispute resolution process
provided for in Chapter 2260, Texas Government Code, shall be used, and (iii)
actions or proceedings arising from the Contract shall be heard in a state court of
competent jurisdiction in Travis County, Texas.
2) Disputes arising between a Customer and the Vendor shall be resolved in
accordance with the dispute resolution process of the Customer that is not
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inconsistent with subparagraph A.1 above. DIR shall not be a party to any such
dispute unless DIR, Customer, and Vendor agree in writing.
B. Termination
1) Termination for Non-Appropriatio�
a) Termination for Non-Appropriation by Customer
Customer may terminate Purchase Orders if funds sufficient to pay its obligations
under the Contract are not appropriated: i) by the governing body on behalf of
local govemments; ii) by the Texas legislature on behalf of state agencies; or iii)
by budget execution authority provisioned to the Governor or the Legislative
Budget Board as provided in Chapter 317, Texas Government Code. In the event
of non-appropriation, Vendor and/or Order Fulfiller will be provided ten (10)
calendar days written notice of intent to terminate. Notwithstanding the foregoing,
if a Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return
the product and discontinue using services under any return provisions that
Vendor offers. In the event of such termination, the Customer will not be
considered to be in default or breach under this Contract, nor shall it be liable for
any further payments ordinarily due under this Contract, nor shall it be liable for
any damages or any other amounts which are caused by or associated with such
termination.
b) Termination for Non-Appropriation by DIR
DIR may terminate Contract if funds sufficient to pay its obligations under the
Contract are not appropriated: by the i) Texas legislature or ii) by budget
execution authority provisioned to the Governor or the Legislative Budget Board
as provided in Chapter 317, Texas Government Code. In the event of non-
appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar
days written notice of intent to terminate. In the event of such termination, DIR
will not be considered to be in default or breach under this Contract, nor shall it
be liable for any further payments ordinarily due under this Contract, nor shall it
be liable for any damages or any other amounts which are caused by or associated
with such termination.
2) Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the
event that: i) Vendor becomes listed on the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the
United States Department of the Treasury, Office of Foreign Assets Control; ii)
Vendor becomes suspended or debarred from doing business with the federal
government as listed in the Excluded Parties List System (EPLS) maintained by the
General Services Administration; or �iii) Vendor is found by DIR to be ineligible to
hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section 11.A,
Notices, of intent to terminate.
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3) Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving the other party thirty
(30) calendar days written notice. A Customer may terminate a Purchase Order if it is
determined by the Customer that Order Fulfiller will not be able to deliver product or
services in a timely manner to meet the business needs of the Customer.
4) Termination for Cause
a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, warranty or provision of the
Contract, upon the following preconditions: first, the parties must comply with the
requirements of Chapter 2260, Texas Government Code in an attempt to resolve a
dispute; second, after complying with Chapter 2260, Texas Government Code,
and the dispute remains unresolved, then the non-defaulting party shall give the
defaulting party thirty (30) calendar days from receipt of notice to cure said
default. If the defaulting party fails to cure said default within the timeframe
allowed, the non-defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Contract. Customers
purchasing products or services under the Contract have no power to terminate the
Contract for default.
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence
of a material breach of any term or condition: (i) of the Contract, or (ii) included
in the Purchase Order in accordance with Section 4.B.2 above, upon the following
preconditions: first, the parties must comply with the requirements of Chapter
2260, Texas Government Code, in an attempt to resolve a dispute; second, after
complying with Chapter 2260, Teaas Government Code, and the dispute remains
unresolved, then the non-defaulting party shall give the defaulting party thirty
(30) calendar days from receipt of notice to cure said default. If the defaulting
party fails to cure said default within the timeframe allowed, the non-defaulting
party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Purchase Order.
5) Customer Rights Under Termination
In the evenf the Contract expires or is terminated for any reason, a Customer shall
retain its rights under the Contract and the Purchase Order issued prior to the
terinination or expiration of the Contract. The Purchase Order survives the expiration
or termination of the Contract for its then effective term.
6) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all
amounts due for products or services ordered prior to the effective termination date
and ultimately accepted, and 2) any applicable early termination fees agreed to in
such Purchase Order.
06/08/12 Page 21 of 22
11.
12
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
C. Force Majeure
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract
for any period when performance is prevented as the result of an act of God, strike, war,
civil disturbance, epidemic, or court order, provided that the party experiencing the event
of Force Majeure has prudently and promptly acted to take any and all steps that are
within the party's control to ensure performance and to shorten the duration of the event
of Force Majeure. The party suffering an event of Force Majeure shall provide notice of
the event to the other parties when commercially reasonable. Subject to this provision,
such non-performance shall not be deemed a default or a ground for termination.
However, a Customer may terminate a Purchase Order if it is determined by the
Customer that Order Fulfiller will not be able to deliver product or services in a timely
manner to meet the business needs of the Customer.
Notification
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and
other instruments given pursuant to the Contract shall be in writing and shall be validly
given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by
registered or certified mail, or hand delivered, or (ii) three business days after being
mailed via United States Postal Service. All notices under the Contract shall be sent to a
party at the respective address indicated in Section 6 of the Contract or to such other
address as such party shall have notified the other party in writing.
B. Handling of Written Complaints
In addition to other remedies contained in the Contract, a person contracting with DIR
may direct their written complaints to the following office:
Public Information Office
Department of Information Resources
Attn: Public Information Officer
300 W. 15th Street, Suite 1300
Austin, Texas 78701
(512) 475-4759, facsimile
Captions
The captions contained in
convenience and reference
limit any provision thereof.
the Contract, Appendices, and its Exhibits are intended for
purposes only and shall in no way be deemed to define or
06/08/12 Page 22 of 22
Attachment D
C ontract # 5334
Master Lease A reement
g
and
Amendment 1
Appendix F
MASTER LEASE AGREEMENT
1. Scope.
Lessor hereby leases to Lessee, and Lessee hereby leases froin Lessor the Equipment described on each
Supplementary Schedule ("Schedule"), which is a separate agreement executed from time to time by
Lessor and Lessee and makes specific reference to this Master Lease Agreement ("MLA"). The tenns and
conditions contained herein shall apply to each Schedule that is properly executed in conjunction with this
MLA and made subject to such tenns and conditions as if a separate MLA were executed for each
Schedule by the Lessee. Each Lessee has made an independent legal and inanagement determination to
enter into each Schedule. DIR has not offered or given any legal or management advice to the Lessor or
to any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous terms
with the Lessor to satisfy individual procurements, such terms shall be developed by the Lessor and
Lessee and stated within a Rider to the MLA or the Schedule. To the extent that any of the provisions of
the MLA conflict with any of the terms contained in any Schedule, the ter�ns of the Schedule shall control.
It is expressly understood that the term "Equipinent" shall refer to the Products and any related Services as
allowed within said Contract number DIR-SDD-1951, as described on a Schedule and any associated
items therewith, including but not liinited to all parts, replaceinents, additions, repairs, and attaclunents
incorporated therein and/or affixed thereto, all docuinentation (technical and/or user manuals), operating
system and application software as needed.
If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be joint and
several. However, unless DIR leases Equipment for its own use, DIR is not a party to any Schedule
executed under this MLA and is not responsible for Rents, payments or any other obligations under such
Lessee's Schedule. The invalidation, fulfillment, waiver, terinination, or other disposition of any rights or
obligations of either a Lessee or the Lessor or both of thein arising from the use of this MLA in
conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both
of those parties arising froin the use of this MLA in conjunction with any other Schedule, except in the
Event of Default as provided in Section 23 of this MLA.
Any reference to "MLA" shall mean this Agreement, including the Opinion of Counsel, and any riders,
amendments and addenda thereto, and any other documents as may froin time to tiine be made a part
hereof upon mutual agreement by DIR and Lessor.
As to conditions precedent to Lessor's obligation to purchase any Equipinent, (i) Lessee shall accept the
MLA terins and conditions as set forth herein and execute all applicable documents such as the Schedule,
the Acceptance Certificate, Opinion of Counsel, and any other documentation as may be required by the
Lessor that is not in conflict with this MLA, and (ii) there shall be no material adverse change in Lessee's
financial condition except as provided for within Section 7 of this MLA.
2. Term of MLA.
The term of this MLA shall coininence on the last date of approval by DIR and Lessor and shall continue
until (i) the obligations of Lessee under every Schedule are fully discharged, (ii) the full and final
DIR Contract # D1R-SDD-1951 Page 1 of 20 Appendix F
expiration date of the Contract, or (iii) either party exercises their termination rights as stated within
Appendix A, Section l OB of the Contract. In regards to either the Contract expiration date or Contract
termination date or the tennination of this MLA, before all obligations of Lessee under every Schedule are
fully discharged, such Schedules and such other provisions of the Contract and this MLA as may be
necessary to preserve the rights of the Lessor or Lessee hereunder shall survive said tei7nination or
expiration.
3. Term of Schedule.
The tenn for each Schedule, executed in conjunction to this MLA, shall commence on the date of
execution of an Acceptance Certificate by the Lessee or twenty (20) days after the delivery of the last
piece of Equipment to the Lessee ("Commencement Date"), and unless earlier terminated as provided for
in the MLA, shall continue for the number of whole inonths or other payment periods as set forth in the
applicable Schedule Term, cominencing on the first day of the month following the Commenceinent Date
(or commencing on the Commenceinent Date if such date is the first day of the month). The Schedule
Term inay be earlier terminated upon: (i) the Non-appropriation of Funds pursuant to Section 7 of this
MLA, (ii) an Event of Loss pursuant to Section 18 of this MLA, or (iii) an Event of Default by Lessee and
Lessor's election to cancel the Schedule pursuant to Section 24 of this MLA.
4. Administration of MLA.
(a) For requests involving the leasing of Equipment, each potential Lessee will submit its request
directly to the Lessor. Lessor shall apply the then current Equipment pricing discounts as stated
within Section 4 of the Contract or the price as agreed upon by Lessee and Lessor, whichever is
lower. Lessor shall subinit the lease proposal and all other applicable documents directly to the
potential Lessee and negotiate the Schedule terms directly with the potential Lessee.
(b) All leasing activities in conjunction to this MLA shall be treated as a"purchase sale" in regards to
the requireinents of the Lessor to report the sale and make payinent of the DIR administrative fee as
defined within Section 5 of the Contract.
(c) Upon agreement by Lessor and Lessee on pricing, availability and the like, Lessee may issue a
purchase order in the amount indicated on the Schedule to Lessor for the Equipment and reference
said Contract number DIR-SDD-1951 on the purchase order. Any pre-printed terms and conditions
on the purchase order submitted by the Lessee shall not be effective with respect to the lease of
Equipment hereunder. Rather, the terms and conditions of this MLA and applicable Schedule terins
and conditions shall control in all respects.
(d) Nothing herein shall require the Lessor to use this MLA exclusively with Lessees. Further, this MLA
shall not constitute a requireinents Agreement and Lessor shall not be obligated to enter into any
Schedule for the lease of Equipment with any Lessee.
5. Rent PaYments.
During the Schedule Terin and any renewal terins, Lessee agrees to pay Lessor Rent Payments. Rent
Payments shall be the amount equal to the Rent Payment amount specified in the Schedule inultiplied by
DIR Contract # DIR-SDD-1951 Page 2 of 20 Appendix F
the ainount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the
ainount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under
the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a
inonth, Lessee shall inake an uiitial payment on the Schedule Cominencement Date in an ainount equal to
one-thirtieth of the Rent Payinent specified in the Schedule for each day from the Schedule
Coininencement Date (including the Schedule Coinmencement Date) through the last day of such inonth
(including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled
Commenceinent date is the 15`�' of the inonth, a payment of $1,500 will be inade.
Any amounts received by Lessor from the Lessee in excess of Rent Payinents and any other suins required
to be paid by the Lessee shall be held as non-interest bearing security for Lessee's faithful performance
under the conditions of this MLA and any Schedule. All Rent Payments shall be paid to the Lessor at the
address stated on the Schedule or any other such place as the Lessor or its assigns may hereafter direct to
the Lessee. Lessee shall abide by Appendix A, Section 7C of the Contract in inaking payinents to the
Lessor. Any sum received by the Lessor later than ten (10) business days after its due date will bear
interest from such due date at the rate of one-percent (1 %) per month (or the inaximum rate allowable by
law, if less) until paid. Late charges, attorney's fees and other costs or expenses necessary to recover Rent
Payments and any other ainounts owed by Lessee hereunder are considered an integral part of this MLA.
Each Schedule is a net lease and except as specifically provided herein, Lessee shall be responsible for all
costs and expenses arising in connection with the Schedule or Equipment. Lessee acknowledges and
agrees, except as specifically provided for in Section 7 of this MLA, that its obligation to pay Rent and
other suins payable hereunder, and the rights of Lessor and Lessor's assignees, shall be absolute and
unconditional in all events, and shall not be abated, reduced or subject to offset or diminished as a result
of any event, including without limitation damage, destruction, defect, malfunction, loss of use, or
obsolescence of the Equipment, or any other event, defense, counterclaiin or recoupment due or alleged to
be due by reason of any past, present or future claims Lessee may have against Lessor, Lessor's assigns,
the manufacturer, vendor, or inaintainer of the Equipinent, or any person for any reason whatsoever.
"Price" shall mean the actual purchase price of the Equipment. Rent Payments shall be adjusted
proportionately downward if the actual price of the Equipment is less than the estiinate (original proposal),
and the Lessee herein authorizes Lessor to adjust the Rent Payments downward in the event of the
decrease in the actual Equipinent price. However, in the event that the Equipment price is inore than the
estimate (original proposal), the Lessor may not adjust the Rent Payinent without prior written approval of
the Lessee.
6. Liens and Taxes.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, except those in favor
of Lessor or its assigns, and shall give Lessor immediate notice of any attachment or other judicial process
affecting any item of Equipment. Unless Lessee first provides proof of exeinption therefrom, Lessee shall
promptly reimburse Lessor, upon receipt of an accurate invoice, as an additional suin payable under this
MLA, or shall pay directly if so requested by Lessor, all license and registration fees, sales, use, personal
property taxes and all other taxes and charges imposed by any federal, state, or local governmental or
taxing authority, fioin which the Lessee is not exempt, whether assessed against Lessee or Lessor, relating
to the purchase, ownership, leasing, or use of the Equipinent or the Rent Payments, excluding all taxes
DIR Contract # DIR-SDD-1951 Page 3 of 2d Appendix F
computed upon the net incoine of Lessor. Any tax stateinent received by the Lessor, for taxes payable by
the Lessee, shall be promptly forwarded by the Lessor to the Lessee for payinent.
7. Appropriation of Funds.
(a) This paragraph applies only to Lessees designated as state agencies defined in Section 2054.003,
Texas Government Code, including institutions of higher education as defined in Texas Education
Code, Section 61.003 and those state agencies utilizing a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Governinent Code.
Lessee intends to continue each Schedule to which it is a party for the Schedule Terin and to pay the
Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an
ainount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends
to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain
funds froin which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds
are not appropriated to continue the Schedule Tenn for any Fiscal Period (as set forth on the
Schedule) of Lessee beyond the Fiscal Period first in effect at the Commencement of the Schedule
Terin, Lessee may terminate the Schedule with regard to not less than all of the Equipment on the
Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to
the end of its current Fiscal Period confirming the Schedule will be so tenninated. All obligations of
Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will
cease, all interests of Lessee in the Equipment will terminate and Lessee shall surrender the
Equipment in accordance with Section ] 3 of this MLA. Notwithstanding the foregoing, Lessee
agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than
its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid
termination of the Schedule by taking reasonable and appropriate action including the inclusion in
Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for
adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and
warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule
Tenn. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent hereunder
shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of
Lessee in contravention of any applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a
pledge of the general revenues, funds or inonies of Lessee or the State of Texas beyond the Fiscal
Period for which sufficient funds have been appropriated to pay Rent hereunder.
(b) This paragraph applies only to Lessees designated as local government entities.
Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the
Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an
amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends
to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain
funds from which the Rent inay be paid. Notwithstanding the foregoing, in the event sufficient funds
are not appropriated for Lessee to continue the Schedule Term for any Fiscal Period (as set forth on
the Schedule) of the Lessee beyond the Fiscal Period first in effect at the cominencement of the
Schedule Term, the Lessee inay terininate the Schedule with regard to not less than all of the
DIR Contract # DIR-SDD-1951 Page 4 of 20 Appendix F
Equipinent on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty
(60) days prior to the end of its current Fiscal Period confirming the Schedule will be terminated. All
obligations of Lessee to pay Rent due after the end of the Fiscal Period first in effect at the
commencement of the Schedule Term will cease, all interests of Lessee in the Asset(s) will terininate
and Lessee shall surrender the Equipinent in accordance with Section 13 of this MLA.
Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon
funds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to
obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and
appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the
Schedule Term hereof a request for adequate funds to meet its obligations and to continue the
Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during
the first Fiscal Period of the Schedule Term.
8. Selection of Equipment.
The Equipment is the size, design, capacity and manufacture selected by Lessee in its sole judgment and
not in reliance on the advice or representations of Lessor. No representation by the inanufacturer or a
vendor shall in any way affect Lessee's duty to pay Rent and perform its other obligations hereunder.
Each Schedule is intended to be a"finance lease" as defined in Article 2A of the Uniform Commercial
Code. Lessor has acquired or will acyuire the Equipment in connection with this MLA. Lessor shall not
be liable for damages for any reason, for any act or omission of the supplying manufacturer. Lessor
agrees, to the extent they are assignable, to assign the Lessee, without recourse to Lessor, any warranties
provided to Lessor with respect to the Equipinent during the Term of the applicable Schedule. Lessee
acknowledges that neither its dissatisfaction with any unit of Equipment, nor the failure of any of the
Equipment to remain in useful condition for the Schedule Term, nor the loss of possession or the right of
possession of the Equipinent or any part thereof by the Lessee, shall relieve Lessee from the obligations
under this MLA or Schedule Terin. Lessee shall have no right, title or interest in or to the Equipment
except the right to use the same upon the tet�ns and conditions herein contained. The Equipment shall
remain the sole and exclusive personal property of the Lessor and not be deemed a fixture whether or not
it becomes attached to any real property of the Lessee. Any labels supplied by Lessor to Lessee,
describing the ownership of the Equipment, shall be affixed by Lessee upon a proininent place on each
itein of Equipment.
9. Inspection and Acceptance.
Promptly upon delivery of the Equipment, Lessee will inspect and test the Equipment, and not later than
ten (10) business days following the Commencement Date, Lessee will execute and deliver either (i) an
Acceptance Certificate, or (ii) written notification of any defects in the Equipment. If Lessee has not
given notice within such tiine period, the Equip�nent shall be conclusively deemed accepted by the Lessee
as of the tenth (10`�') business day. Lessor, its assigns or their agents, shall be perinitted free access at
reasonable tiines authorized by the Lessee, the right to inspect the Equipment.
10. Installation and Deliverv: Use of �+�c �.�inment: Renair and Maintenance.
(a) All transportation, delivery, and installation costs associated with the Equipinent shall be borne by the
Lessee. Lessor is not and shall not be liable for damages if for any reason the manufacturer of the
DIR Contract # DIR-SDD-1951 Page 5 of 2d Appendix F
Equipment delays the delivery or fails to fulfill the order by the Lessee's desired timefraine. Any
delay in delivery by the inanufacturer shall not affect the validity of any Schedule. Lessee shall
provide a place of installation for the Equipment, which conforms to the requirements of the
manufacturer and Lessor.
(b) Subject to the terms hereof, Lessee shall be entitled to use the Equipment in compliance with all laws,
rules, and regulations of the jurisdiction wherein the Equipinent is located and will pay all cost,
claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee agrees to
solely use the Equipment in the conduct of Lessee's business. Lessee agrees, at its expense, to obtain
all applicable permits and licenses necessary for the operation of the Equipment, and keep the
Equipinent in good working order, repair, appearance and condition (reasonable wear and tear is
acceptable). Lessee shall not use or pennit the use of the Equipinent for any purpose, which
according to the specification of the inanufacturer, the Equipinent is not designed or reasonably
suited. Lessee shall use the Equipment in a careful and proper inanner and shall coinply with all of
the inanufacturer's instructions, governinental rules, regulations, requirements, and laws, and all
insurance requirements, if any, with regard to the use, operation or inaintenance of the Equipment.
(c) Lessee, at its expense, shall take good and proper care of the Equipment and make all repairs and
replacements necessary to inaintain and preserve the Equipinent and keep it in good order and
condition. Unless Lessor shall otherwise consent in writing, Lessee shall, at its own expense, enter
into and maintain in force a maintenance agreement covering each unit of Equipinent. Lessee shall
furnish Lessor with a copy of such agreement, upon request. Lessee shall pay all costs to install and
dismantle the Equipment. Lessee shall not make any alterations, additions, or iinproveinents, or add
attachments to the Equipment without the prior written consent of Lessor, except for additions or
attachinents to the Equipinent purchased by Lessee from the original supplier of the Equipment or
any other person approved by Lessor. If Lessee desires to lease any such additions or attachments,
Lessee hereby grants to Lessor the right of first refusal to provide such lease financing to Lessee for
such items. Subject to the provisions of Section 13B of this MLA, Lessee agrees to restore the
Equipinent to Return Condition prior to its return to the Lessor.
11. Relocation of Equipment.
Lessee shall at all times keep the Equipment within its exclusive possession and control. Upon Lessor's
prior written consent, which shall not be unreasonably withheld, Lessee may move the Equipinent to
another location of Lessee within the continental United States, provided (i) Lessee is not in default on
any Schedule, (ii) Lessee executes and causes to be filed at its expense such instruinents as are necessary
to preserve and protect the interests of Lessor and its assigns in the Equipinent, (iii) Lessee pays all costs
of, and provides adequate insurance during such movement, and (iv) Lessee pays all costs otherwise
associated with such relocation. Notwithstanding the foregoing, Lessee inay inove the Equipinent to
another location within Texas without notification to, or the consent of, Lessor. Provided, however, that
not later than December 31 of each calendar year, Lessee shall provide Lessor a written report detailing
the total amount of Equipinent at each location of Lessee as of that date, and the coinplete address for
each location. Lessor shall make all filings and returns for property taxes due with respect to the
Equipment, and Lessee agrees that it shall not make or file any property tax returns, including
inforination returns, with respect to the Equipment.
D1R Contract # DIR-SDD-1951 Page 6 of 20 Appendix P
12. Ownership.
The Equipinent shall at all times be and remain the sole and exclusive property of Lessor, subject to the
parties rights under any applicable software license agreement. Lessee shall have no right, title or interest
in the Equipment except a leasehold interest as provided for herein. Lessee agrees that the Equipment
shall be and remain personal property and shall not be so affixed to realty as to become a fixture or
otherwise to lose its identity as the separate property of the Lessor. Upon request, Lessee will enter into
any and all agreements necessary to ensure that the Equipment reinain the personal property of Lessor.
�1 ��. ����r-���,��� ������ I��..��+���rn���N +C�:� r�wi+������TM C�.�a��,����i�a��� ���mt�i �a����-��r�°u�r��r� �1" 1��� ��i �r���c����.
(a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term Lessor shall notify
Lessee of options for continued use of Equipment. Lessee shall have the option to: (i) renew the
Schedule as to all but not less than all of the Equipment, or (ii) purchase all but not less than all of the
Equipinent for cash or by the Lessor's acceptance of a purchase order froin Lessee upon the last
business day on or prior to the expiration of the Schedule Term thereof for a price equal to the ainount
set forth in the Schedule. If the Fair Market Value (FMV) Purchase Option was selected on the
Schedule, the FMV shall be determined on the basis of and shall be equal in amount to, the value
which would be obtained in an arms-length transaction between an informed and willing buyer-user
(other than a used equipment dealer), who would be retaining the Equipment as part of its current
operations, in continuing and consistent use, and an informed and willing seller under no coinpulsion
to sell, and in such determination, costs of reinoval from the location of current use shall not be a
deduction from such value. If Lessee desires to exercise either option, it shall give Lessor irrevocable
written notice of its intention to exercise such option at least sixty (60) days (and not more than 180
days) before the expiration of such Schedule Term. In the event that Lessee exercises the purchase
option described herein, upon payment by Lessee to Lessor of the purchase price for the Equipment,
together will all Rent Payments and any other amounts owing to Lessor hereunder, Lessor shall
transfer to Lessee without any representation or warranty of any kind, express or implied, title to such
Equipment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF LESSEE
FAILS TO NOTIFY LESSOR OF ITS INTENT WITH RESPECT TO THE EXERCISE OF THE
OPTIONS DESCRIBED IN THIS SECTION 13 WITHIN THE TIME FRAMES CONTEMPLATED
HEREIN, THE INITIAL SCHEDULE TERM SHALL BE TERMINATED ON THE DATE AS
STATED IN THE SCHEDULE.
(b) The Equipinent shall be delivered to and thereafter kept at the location specified in the Schedule and
shall not be removed therefrom without Lessor's prior written consent and in accordance with Section
11 of this MLA. Upon the expiration, early termination as provided herein, or upon final tennination
of the Schedule, upon at least ninety (90) days prior written notice to Lessor, Lessee at its cost and
expense, shall immediately disconnect, properly package for transportation and return all (not part) of
the Equipinent (including, without limitation, all service records and user manuals), freight prepaid, to
Lessor iri good repair, working order, with unblemished physical appearance and with no defects
which affect the operation or performance of the Equipment ("Return Condition"), reasonable wear
and tear excepted. Lessee shall, at Lessor's request, affix to the Equipment, tags, decals or plates
furnished by Lessor indicating Lessor's ownership and Lessee shall not permit their removal or
concealment. Lessee shall return the Equipment to Lessor at a location specified by Lessor, provided,
DIR Contract # DlR-SDD-1951 Page 7 of 20 Appendix F
however, such location shall be within the United States no farther than 500 iniles from the original
Lessee delivery location, unless otherwise agreed to on the applicable Schedule. If the Equipinent is
not in Return Condition, Lessee shall reinain liable for all reasonable costs required to restore the
Equipinent to Return Condition. Lessee shall arrange and pay for the de-installation and packing of
the Equipment and the de-installation shall be performed by manufacturer-certified technicians,
approved by Lessor and the Lessor shall have the right to supervise and direct the preparation of the
Equipinent for return. IF, UPON TERMINATION OR EXPIRATION OF THE SCHEDULE FOR
ANY REASON, LESSEE FAILS OR REFUSES FORTHWITH TO RETURN AND DELIVER THE
EQUIPMENT TO LESSOR, LESSEE SHALL REMAIN LIABLE FOR ANY RENT PAYMENTS
ACCRUED AND UNPAID WITH RESPECT TO ALL OF THE EQUIPMENT ON THE
SCHEDULE AND SHALL PAY RENT UP TO THE DATE THAT THE EQUIPMENT IS
RETURNED TO THE ADDRESS SPECIFIED BY LESSOR. Notwithstanding the foregoing, Lessor
shall have the right, without notice or deinand, to enter Lessee's premises or any other premises where
the Equipinent may be found and to take possession of and to remove the Equipment, at Lessee's sole
cost and expense, without legal process. Lessee understands that it may have a right under law to
notice and a hearing prior to repossession of the Equipment. As an induceinent to Lessor to enter into
a transaction, but only to the extent that Lessee, if a state agency, has statutory authority to do so,
Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing prior to
such repossession by Lessor or any ofiicer authorized by law to effect repossession and hereby
releases Lessor froin all liability in connection with such repossession. Without waiving the doctrines
of sovereign iinmunity and iminunity from suit and to the extent authorized by the constitution and
laws of the State of Texas, Lessee's obligation to return Equipinent may, at Lessor's option, be
specifically enforced by Lessor.
14. Quiet Eniovment.
During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the
Equipment provided that an Event of Default (as hereinafter defined in Section 23 of the MLA) has not
occurred.
15. Warranties.
Lessor and Lessee acknowledge that manufacturer Equipment warranties, if any, inure to the benefit of the
Lessee. Lessee agrees to pursue any warranty claim directly against such inanufacturer of the Equipinent
and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts
payable under any Schedule under any and all circumstances.
16. No Warranties.
LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OR LICENSOR OF
THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO
REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR
INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR
USE, MERCHANTABILITY, CONDITION, OR QUALITY OF THE EQUIPMENT OR ANY UNIT
THEREOF. LESSEE SPECIFICALLY WAIVES ALL RIGHT TO MAKE CLAIM AGAINST LESSOR
FOR BREACH OF ANY EQUIPMENT WARRANTY OF ANY KIND WHATSOEVER; AND WITH
D[R Contract # D1R-SDD-1951 Pabe 8 of 20 Appendix F
RESPECT TO LESSOR, LESSEE LEASES EQUIPMENT "AS IS". LESSOR SHALL NOT BE
LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE
CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, OR BY
THE USE OR MAINTENANCE THEREOF, OR BY THE REPAIRS, SERVICE OR ADJUSTMENT
THERETO OR ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY
INTERRUPTION OF SERVICE OR LOSS OF USE THEROF, OR FOR ANY LOSS OF BUSINESS OR
DAMAGE WHATESOEVER AND HOWSOEVER CAUSED WITHOUT IN ANY WAY IMPLYING
THAT ANY SUCH WARRANTY EXISTS AND WITHOUT INCREASING ITS LIABILITY
HEREUNDER, TO ASSIGN TO LESSEE UPON LESSEE'S REQUEST THEREFOR ANY
WARRANTY OF A MANUFACTURER OR LICENSOR OR SELLER RELATING TO THE
EQUIPMENT THAT MAY HAVE BEEN GIVEN TO LESSOR.
17. Indemnification.
(a) Without waiving the doctrines of sovereign immunity and immunity froin suit, and to the extent
permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and
hold harinless Lessor, its agents, servants and successors from and against all losses, damages,
injuries, claims, demands and expenses, including legal expenses and attorney's fees, of whatsoever
nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not
limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipinent,
regardless of where, how and by whom operated, and arising out of negligence (excluding the gross
negligence or willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the
settlement of any suit or suits or other legal proceedings brought to enforce any such losses, dainages,
injuries, claims, deinands, and expenses and shall pay all judgments entered in any such suit or suits or
other legal proceedings. The indemnities and assumptions of liabilities and obligations herein
provided for shall continue in full force and effect notwithstanding the tennination of the MLA or a
Schedule whether by expiration of time, by operation of law or otherwise. With respect to Lessor,
Lessee is an independent contractor, and nothing contained herein authorizes Lessee or any other
person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of
Lessor.
(b) Without waiving the doctrines of sovereign iminunity and iminunity from suit, and to the extent
perinitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and
collectively assuine all risks and liabilities with respect to any claiin inade by any third party that the
lease arrangeinents herein are not authorized by law. Without waiving the doctrines of sovereign
iinmunity and immunity from suit, and to the extent permitted by the laws and Constitution of the
State of Texas, Lessee and DIR agree to indemnify, save and hold harinless Lessor from any and all
such claiins and all expenses incurred in connection with such claims or to defend against such claims,
including without liinitation any judginents by a court of coinpetent jurisdiction or settlement or
compromise with such clai�nant.
(c) Lessor is the owner of the Equipment and has title to the Equipinent. If any other person attempts to
claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee
agrees, at its expense, to protect and defend Lessor's title to the Equipment. Lessee further agrees that
it will at all times keep the Equipment free froin any legal process, encumbrance or lien whatsoever,
D1R Contract # DIR-SDD-1951 Page 9 of 20 Appendix F
and Lessee shall give Lessor immediate notice if any legal process, encumbrance or lien is asserted or
made against the Equipinent.
18. �i�k of i,oss,
Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entu-e
risk of loss or damage in respect to any Equipment, whether partial or complete, from any cause
whatsoever. In the event of loss, theft, destruction or damage of any kind to any item of Equipment, or if
any Equipment is lost stolen, or taken by governmental action for a stated period extending beyond the
Tenn of any Schedule (an "Event of Loss"), Lessee shall promptly notify Lessor. Lessee shall, at its
option: (a) immediately place the affected Equipinent in good condition and working order, (b) replace the
affected Equipment with identical equipment of at least equal value, in good condition and repair, and
transfer clear title thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30)
days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV" as hereafter defined) for
such affected Equipment, plus any other unpaid ainounts then due under the Schedule. If an Event of Loss
occurs as to part of the Equipment for which the SLV is paid, a prorated amount of each Rent Payment
shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount equal to
the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule Tenn with
such Rent Payinents discounted to present value at the like-tenn Treasury Bill rate for the remaining
Schedule Terin in effect on the date of such Event of Loss, or if such rate is not pennitted by law, then at
the lowest permitted rate.
In the event of a governmental taking of Equipment for an indefinite period or for a stated period, which
does not extend beyond the Schedule Terin, all obligations of the Lessee with respect to such Equipinent
(including payinent of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall
pay to Lessee all suins received by Lessor from the governinent by reason of such taking.
19. I���urance,
At its expense, Lessee shall keep the Equipment insured against all risks of loss and damage with
companies acceptable to Lessor for an amount equal to the original cost of the Equipment, with Lessor or
its assign(s) named as a loss payee. Lessee shall also maintain comprehensive general liability insurance,
with Lessor or its assign(s) named as an additional insured. Lessee shall be liable for any loss not covered
by insurance. All said insurance shall be in forin and ainount satisfactory to Lessor. Lessee shall pay the
premiuins therefor and deliver to Lessor or its assign(s) the certificates of insurance or duplicates thereof
or other evidence satisfactory to Lessor or its assign(s) of such insurance coverage. Evidence of such
insurance coverage shall be furnished no later than the Schedule Commencement Date of each Schedule
and from time to time as Lessor or its assign(s) inay request. Each insurer shall agree by endorsement
upon the policy or policies issued by it or by independent instruinent furnished to Lessor that it will give
Lessor or its assign(s) thirty (30) days prior written notice of the effective date of any alteration or
cancellation of such policy. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to
inake claim for, receive payment of, and execute and endorse all documents, checks or drafts received in
payment for loss or dainage under any said insurance policy. Lessee may self-insure witli respect to the
required coverage.
DIR Contract # DIR-SDD-1951 Page 10 of 20 Appendix F
Further, Lessees that are defined as state agencies in accordance with Section 2054.003, Texas
Government Code (including institutions of higher education as defined in Texas Education Code, Section
61.003) and those purchasing from a DIR contract through an Interagency Agreement, as authorized by
Chapter 771, Texas Government Code, inay self-insure their obligations in this section.
20. Renresentations and Warranties of Lessee.
Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an
opinion of counsel to the effect that, as of the time of execution of the MLA and each Schedule between
Lessor and Lessee:
(a) Lessee is either a Texas state agency or Texas local governinent, as defined in Section 2054.003,
Texas Governinent Code (including institutions of higher education as defined in Texas Education
Code, Section 61.003) or a state agency purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Govermnent Code. Lessee has inade an
independent legal and manageinent deterinination to enter into this transaction;
(b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and
constitutes a valid, legal and binding agreeinent of Lessee, enforceable in accordance with its terms;
(c) No approval, consent or withholding of objection is required from any federal or other
governmental authority or instrumentality with respect to the entering into or perfonnance by
Lessee of any Schedule between Lessor and Lessee;
(d) The entering into and perforinance of any Schedule between Lessor and Lessee, the MLA or any
Schedule will not violate any judginent, order, law or regulation applicable to Lessee or result in
any breach of, or constitute a default under, or result in the creation of any lien, charge, security
interest or other encumbrance upon assets of the Lessee or on the Equipment leased under any
Schedule between Lessor and Lessee pursuant to any instrument to which the Lessee is a party or by
which it or its assets may be bound;
(e) To the best of Lessee's knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Lessee, which if determined adversely to Lessee will have a material
adverse effect on the ability of Lessee to fulfill its obligations under the MLA or any Schedule
between Lessor and Lessee;
( fl The use of the Equipinent is essential to Lessee's proper, efficient and economic operation, and
Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee
hereto written certification to that effect; and
(g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MLA,
(ii) the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee's
behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial
information and (iv) it is able to meet all its financial obligations, including the Rent Payments
hereunder.
D1R Contract # DIR-SDD-1951 Page 11 of 20 Appendix F
21. Representation and Warranties of DIR.
DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opiuion of
counsel to the effect that, as of the time of execution of the MLA:
(a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not
provided the Lessee or the Lessor with any legal or management advice regarding the MLA or any
Schedule executed pursuant thereto;
(b) This MLA has been duly authorized, executed and delivered by DIR and constitutes a valid, legal
and binding Agreement of DIR, enforceable in accordance with its tenns;
(c) No approval, consent or withholding of objection is required from any federal or other
governmental authority or governmental authority or instrumentality with respect to the entering
into or performance by DIR of this MLA;
(d) The entering into and perfor�nance of the MLA does not violate any judgment, order, law or
regulation applicable to DIR or result in any breach of, constitute a default under, or result in the
creation of any lien, charge, security interest or other encumbrance upon assets of DIR or on the
Equipment pursuant to any instrument to which DIR is a party or by which it or its assets may be
bound;
(e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting DIR, which if deterinined adversely to DIR will have a material adverse effect
on the ability of DIR to fulfill its obligations under the MLA;
(fl DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the
Contract;
(g) Lessor's payment of the administrative fee to DIR shall not constitute an illegal gratuity or
otherwise violate Texas law; and
(h) DIR is a governinent agency subject to the Texas Public Information Act. Lessor acknowledges that
DIR will coinply with the Public Inforination Act, and with all opinions of the Texas Attorney
Generals' office concerning this Act.
22. Representations and Warranties of Lessor.
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is
authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and
any of its political subdivisions;
(b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized,
executed and delivered by Lessor and constitute valid, legal and binding agreeinents of Lessor,
enforceable with respect to the obligations of Lessor herein in accordance with their terms;
DlR Contract # DIR-SDD-1951 Page 12 of 20 Appendix F
(c) No approval, consent or withholding of objection is required froin any federal or other
governmeutal authority or instrumentality with respect to the entering into or perfonnance by
Lessor of this MLA or any Schedule;
(d) The entering into and performance of the MLA or any Schedule will not violate any judginent,
order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under,
or result in the creation of any lien, charge, security interest or other encuinbrance upon the assets of
the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any
instrument to which the Lessor is a party or by which it or its assets may be bound; and
(e) To the best of Lessor's knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Lessor, which if detennined adversely to Lessor will have a inaterial
adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule.
23. Default.
Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following
events (each an "Event of Default"): (a) nonpayment or incomplete payment by Lessee of Rent or any
other suin payable; (b) nonpayment or incoinplete payinent by Lessee of Rent or any other suin payable
on its due date; (c) failure by Lessee to perfonn or observe any other term, covenant or condition of this
MLA, any Schedule, or any applicable software license agreement, which is not cured within ten (10)
days after notice thereof from Lessor; (d) insolvency by Lessee; (e) Lessee's filing of any proceedings
coinmencing bankruptcy or the filing of any involuntary petition against Lessee or the appointinent of any
receiver not dismissed within sixty (60) days from the date of said filing or appointinent; ( fl subjection of
a substantial part of Lessee's property or any part of the Equipment to any levy, seizure, assignment or
sale for or by any creditor or governmental agency; or (g) any representation or warranty made by Lessee
in this MLA, any Schedule or in any document furnished by Lessee to Lessor in connection therewith or
with the acquisition or use of the Equipinent being or becoining untrue in any material respect.
24. Remedies.
(a) Upon the occurrence of an "Event of Default" and at any time thereafter Lessor inay, in its sole
discretion, do any one or inore of the following: (i) After giving fifteen (15) days prior written notice
to Lessee of default, during which time Lessee shall have the opportunity to cure such default,
terminate any or all Schedules executed by Lessor and the defaulting Lessee; (ii) without Lessee and
DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed
by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action
to enforce the performance of the terms of the Schedule and/or recover damages, including all of
Lessor's economic loss for the breach thereof; (iii) whether or not the Schedule is terininated, upon
notice to Lessee, take possession of the Equipment wherever located, without deinand, liability,
court order or other process of law, and for such purposes Lessee, to the extent authorized by Texas
law, hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where
such Equipment is located or cause Lessee, and Lessee hereby agrees, �o return such Equipment to
Lessor in accordance with the requirements of Section 13 of the MLA; (iv) by notice to Lessee, and
to the extent permitted by law, declare iinmediately due and payable and recover froin Lessee, as
liquidated dainages and not as a penalty, the sum of (a) the present value of the Rent owed froin the
DIR Contract # D1R-SDD-1951 Page 13 of 20 Appendix F
earlier of the date of payment by Lessee or the date Lessor obtains a judginent against Lessee until
the end of the Schedule Term plus, if the Equipment is not returned to or repossessed by Lessor, the
present value of the estimated in-place fair market value of the Equipment at the end of the Schedule
Term as deterinined by Lessor, each discounted at a rate equal to the rate used by Lessor for business
opportunity analysis; (b) all Rent and other amounts due and payable on or before the earlier of the
date of payment by Lessee or the date Lessor obtains a judgment against Lessee; and (c) without
Lessee and DIR waiving the doctrines of sovereign iminunity and iminunity from suit, and to the
extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all
attorneys' fees and court costs) and expenses associated with collecting said sums; and (d) interest
on (a) and (b) from the date of default at 1'/z% per inonth or portion thereof (or the highest rate
allowable by law, if less) and, on (c) from the date Lessor incurs such fees, costs or expenses.
(b) Upon return or repossession of the Equipinent, Lessor may, if it so decides in its sole discretion,
upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such
Equipment, in such manner and upon such tenns as Lessor inay deterinine in its sole discretion, so
long as such inanner and terms are cominercially reasonable. Upon disposition of the Equipinent,
Lessor shall credit the Net Proceeds (as defined below) to the dainages paid or payable by Lessee.
Proceeds upon sale of the Equipinent shall be the sale price paid to Lessor less the Stipulated Loss
Value in effect as of the date of default. Proceeds upon a re-lease of the Equipment shall be all rents
to be received for a term not to exceed the remaining Schedule Term, discounted to present value as
of the commenceinent date of the re-lease at the Lessor's current applicable debt rate. Without
Lessee and DIR waiving the doctrines of sovereign immunity and iimnunity froin suit, and to the
extent allowed by the laws and Constitution of the State of Texas, "I�iet Proceeds" shall be the
Proceeds of sale or re-lease as determined above, less all costs and expenses incurred by Lessor in
the recovery, storage and repair of the Equipment, in the reinarketing or disposition thereof, or
otherwise as a result of Lessee's default, including any court costs and attorney's fees and interest on
the foregoing at eighteen percent (18%) per annum or the highest rate allowable by law, if less,
calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee
shall remain liable for the amount by which all sums, including liquidated dainages, due from Lessee
exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be retained
by Lessor.
(c) No tennination, repossession or other act by Lessor in the exercise of its rights and remedies upon an
Event or Default shall relieve Lessee from any of its obligations hereunder. No remedy referred to
in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other
reinedy referred to above or otherwise available to Lessor at law or in equity.
(d) Neither DIR nor non-defaulting Lessees shall be deemed in default under the MLA or Schedules
because of the default of a particular Lessee. Lessor's reinedies under this Section 24 shall not
extend to DIR and those non-defaulting Lessees.
25. Notices and Waivers.
All notices relating to this MLA shall be delivered to DIR or the Lessor as specified within Section 6 of
the Contract, or to another representative and address subsequently specified in writing by the appropriate
parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of the Lessor or
DIR Contract # DIR-SDD-1951 Page 14 of 20 Appendix F
Lessee or shall be �nailed certified or registered to Lessor or Lessee at its respective address shown on the
Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR,
Lessee, and Lessor intend and agree that a photocopy or facsiinile of this MLA or a Schedule and all
related documents, including but not limited to the Acceptance Certificate, with their signatures thereon
shall be treated as originals, and shall be deeined to be as binding, valid, genuine, and authentic as an
original signature document for all purposes. This MLA and those Schedules in conjunction hereof are a
"Finance Lease" as defined in Article 2A of the Uniform Commercial Code ("UCC"). A waiver of a
specific Default shall not be a waiver of any other or subsequent Default. No waiver of any provision of
this MLA or a provision of a Schedule shall be a waiver of any other provision or matter, and all such
waivers shall be in writing and executed by an officer of the Lessor. No failure on the part of Lessor to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof.
26. Assi�nment bv Lessor; Assi�nment or 5ublease bv Lessee.
(a) Lessor inay (i) assign all or a portion of Lessor's right, title and interest in this MLA and/or any
Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MLA, any
Schedule and/or any Equipment; and/or (iii) sell or transfer its title and interest as owner of the
Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Equipinent
under the MLA understand and agree that Lessor's assigns inay each do the saine (hereunder
collectively "AssigmnenY'). All such Assignments shall be subject to each Lessee's rights under the
Schedule(s) executed between it and Lessor and to DIR's rights under the MLA. Each Lessee
leasing Equipinent through Schedules under this MLA and DIR hereby consent to such
Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of
Counsel and other instruments reasonably requested to effect such Assigmnent. Each Lessee leasing
Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not
assume Lessor's obligations hereunder and agree to make all payments owed to the assigns without
abateinent and not to assert against the assigns any claim, defense, setoff or counterclaiin which
DIR or the Lessee(s) may possess against the Lessor or any other party for any other reason. Lessor
shall remain liable for performance under the MLA and any Schedule(s) executed hereunder to the
extent Lessor's assigns do not perform Lessor's obligations under the MLA and Schedule(s)
executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such
assigns, whether specific reference thereto is otherwise made herein.
(b) LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER,
OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR
THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION
REFERRED TO ON THE SCHEDULE, WITHOUT LESSOR'S PRIOR WRITTEN
CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY
ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY
INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE'S
CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE
DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT, AND ONLY
AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF
TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST
LESSEE TO ENFORCE LESSOR'S RIGHTS HEREUNDER, LESSEE WILL NOT
ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY
D1R Contract # DIR-SDD-1951 Page 15 of 20 Appendix F
ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER
OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE
AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE
SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION
REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written
consent of Lessor, DIR shall not assign, sublease, transfer, pledge or hypothecate the Master Lease
Agreement; provided, however, that no such prior written consent from Lessor is necessary in the
event of a legislative mandate to transfer the contract to another state agency.
27. Delivery of Related Documents.
For each Schedule, Lessee will provide the following documents and information satisfactoiy to Lessor:
(a) Certificate of Acceptance; (b) Opinion of Counsel; (c) proof of self-insurance acceptable to Lessor; (d)
Financial Stateinents; (e) Incuinbency Certificate; and ( fl Other documents as reasonably required by
Lessor.
28. Lessee's Waivers.
To the extent permitted by applicable law, Lessee hereby waives the following rights and reinedies
conferred upon Lessee by the Uniform Commercial Code: to (i) cancel any Schedule under the MLA; (ii)
repudiate any Schedule; (iii) reject the Equipment; (iv) revoke acceptance of the Equipinent; (v) recover
damages from Lessor for any breach of warranty by the manufacturer; (vi) claim a security interest in the
Equipinent in Lessee's possession or control for any reason; (vii) deduct all or any part of any claiined
dainages resulting from Lessor's default, if any, under any Schedule; (viii) accept partial delivery of the
Equipment; (ix) "cover" by inaking any purchase or lease of or contract to purchase or lease equipinent in
substitution for the Equipment due froin Lessor; (x) recover any special, punitive, incidental or
consequential damages, for any reason whatsoever. Lessee agrees that any delay or failure to enforce
Lessor's rights under this MLA or a Schedule does not prevent Lessor from enforcing any rights at a later
time.
29. Security Interest and UCC Filin�s.
To secure payinents hereunder, Lessor reserves and Lessee hereby grants to Lessor a continuing security
interest in the Equipment and any and all additions, replacements, substitutions, and repairs thereof.
When all of the Lessee's obligations under this MLA and respective Schedules have been fully paid and
satisfied, Lessor's security interest shall terminate. Nothing contained herein shall in any way diminish
Lessor's right, title, or interest in or to the Equipment. Lessor and Lessee agree that a reproduction of this
MLA and/or any associated Schedule may be filed as a financing stateinent and shall be sufficient as a
financing statement under the Uniform Cominercial Code ("UCC"). Lessee hereby appoints Lessor, its
agents, successors or assigns its true and lawful attorney-in-fact for the limited purpose of executing and
filing on behalf of Lessee any and all UCC Financing Statements which in Lessor's sole discretion are
necessary or proper to secure Lessor's interest in the Equipinent in all applicable jurisdictions. Lessee
shall execute or obtain and deliver to Lessor, upon Lessor's request, such instruments, fmancing
stateinents and assurances, as Lessor deems necessary or advisable for the protection or perfection of this
Lease and Lessor's rights hereunder and will pay all costs incident thereto.
DIR Contract # DIR-SDD-1951 Page 16 of 20 Appendix F
30. Miscellaneous.
(a) Jurisdiction. The MLA and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the event of a dispute
between the parties, suit may be brought in the federal or state courts where Lessee has its principal
office or where the Equipment is located.
(b) Counterpart. Only original counterpart No. 1 of each Schedule shall be deemed to be an "Original"
for chattel paper purposes under the Uniform Coininercial Code. Any and all other counterparts
shall be deemed to be a"Copy". NO SECURITY INTEREST IN THIS MLA, IN ANY
SCHEDULE, OR IN ANY OF THE EQUIPMENT MAY BE CREATED, TRANSFERRED,
ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MLA
ALONE OR OF ANY "COPY" OF THE SCHEDULE, BUT RATHER SOLELY BY THE
TRANSFER AND POSSESSION OF THE "ORIGINAL" COUNTERPART OF THE SCHEDULE
INCORPORATING THIS MLA BY REFERENCE.
(c) Suspension of Obligations of Lessor. Prior to delivery of any Equipment, the obligations of Lessor
hereunder shall be suspended to the extent that it is hindered or prevented from perforining because
of causes beyond its control.
(d) Severability. In the event of any provision of this MLA or any Schedule shall be deterinined by a
court of competent jurisdiction to be invalid or unenforceable, the parties hereto agree that such
provision shall be ineffective without invalidating the remaining provisions thereof.
(e) Entire Agreement. Lessor and Lessee acknowledge that there are no agreements or understanding,
written or oral, between them with respect to the Equipment, other than as set forth in this MLA and
in each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that
this MLA and each Schedule to which Lessee is a party contain the entire agreeinent between
Lessor and Lessee and supersedes all previous discussions and terms and conditions of any purchase
orders issued by Lessee. DIR and Lessor acknowledge that there are no agreements or
understandings, written or oral, between thein other than as set forth in this MLA and Contract
Nuinber DIR-SDD-1951 and that both contain the entire agreement between them. Neither this
MLA nor any Schedule may be altered, modified, terminated, or discharged except by a writing
signed by the party against whom enforcement of such action is sought.
( fl Headers. The descriptive headings hereof do not constitute a part of any Schedule and no
inferences shall be drawn therefrom.
(g) Language context. Whenever the context of this MLA requires, the masculine gender includes the
feininine or neuter, and the singular number includes the plural, and whenever the word Lessor is
used herein, it shall include all assignees of Lessor.
(h) Lessor Certifications. Lessor certifies that:
DIR Contract # DIR-SDD-1951 Page 17 of 20 Appendix F
(i) it has not given, offered to give, and does not intend to give at any time hereafter any
econoinic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or
service to a public servant in connection with this MLA and/or any Schedules executed
hereunder;
(ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and
is not ineligible to receive payment under Section 231.006, Texas Family Code and
acknowledges this MLA may be terminated and payment withheld if this certification is
inaccurate;
(iii) neither it , nor anyone acting for it, �as violated the antitrust laws of the United States or the
State of Texas, nor communicated directly or uldirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
(iv) it has not received payinent from DIR, Lessee or any of their einployees for participating in
the preparation of this MLA and the Schedule(s) hereunder;
(v) during the term of this MLA, it will not discriminate unlawfully against any employee or
applicant and that, upon request it will furnish information regarding its nondiscriininatory
hiring and promotion policies, as well as specific information on the coinposition of its
principals and staff, including the identification of minorities and woinen in inanageinent or
other positions with discretionary or decision inaking authority,
(vi) under Section 2155.004, Texas Govermnent Code, the Lessor certifies that the individual or
business entity named in this MLA is not ineligible to receive the specified MLA and
acknowledges that this MLA inay be terminated and payment withheld if this certification is
inaccurate;
(vii) to the best of their knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting thein, which if determined adversely to thein will have a
inaterial adverse effect on the ability to fulfill their obligations under the MLA;
(viii) are not suspended or debarred from doing business with the federal government as listed in
the Excluded Parties List Systerrc (EPLS) inaintained by the General Services Adininistration;
(ix) as of the effective date of the MLA, are not listed in the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions witlz Persons Who
Commit, Threuten to Co�nmit, or Support Terrorism ", published by the United States
Department of the Treasury, Office of Foreign Assets Control;
(x) to the extent applicable to this scope of this MLA, Lessor hereby certifies that it is in
coinpliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Coinputer
Equipment Recycling Prograin and its rules, 30 TAC Chapter 328;
D1R Contract # DIR-SDD-1951 Page 18 of 20 flppendix F'
(xi) Lessor agrees that any payments due under this MLA will be applied towards any debt,
including but not liinited to delinquent taxes and child support that is owed to the State of
Texas;
(xii) Vendor certifies that they are in compliance Section 669.003, Texas Government Code,
relating to contracting with executive head of a state agency;
(xiii) Vendor certifies for itself and its subcontractors that it has identified all current or foriner,
within the last five years, employees of the State of Texas assigned to work on the DIR
- Contract 20% or more of their tiine and has disclosed thein to DIR and has disclosed or does
not einploy any relative of a current or former state employee within two degrees of
consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it
shall disclose for itself and on behalf of subcontractors the naine and other pertinent
information about the einployment of current and former employees and their relatives within
two degrees of consanguinity;
(xiv) Lessor represents and warrants that the provision of goods and services or other
perforinance under the MLA will not constitute an actual or potential conflict of interest and
certifies that it will not reasonably create the appearance of impropriety, and, if these facts
change during the course of the MLA, Lessor certifies it shall disclose for itself and on behalf
of subcontractors the actual or potential conflict of interest and any circumstances which create
the appearance of impropriety;
(xv) Lessor represents and warrants that the Lessee's payment to Lessor and Lessor's receipt of
appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or
Section 556.008, Texas Government Code;
(xvi) under Section 2155.006, Governinent Code, Lessor certifies that the individual or business
entity in this MLA is not ineligible to receive the specified MLA and acknowledges that this
MLA inay be terminated and payment withheld if this certification is inaccurate. In addition,
Lessor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government
Code, in fulfilling the terms of the MLA; and (xviii) Lessor certifies that it has coinplied with
the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In
addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas
Government Code, in fulfilling the terms of the Contract.
During the term of the MLA, Lessor shall, for itself and on behalf of its subcontractors,
proinptly disclose to DIR all changes that occur to the foregoing certifications, representations
and warranties. Lessor covenants to fully cooperate in the development and execution of
resulting docuinentation necessary to maintain an accurate record of the certifications,
representations and warranties
(i) Dispute Resolution. The following paragraph applies only to Lessees designated as a State agency
as defined in Section 2054.003, Texas Governinent Code, including a university systein or
institution of higher education, and those purchasing from a DIR contract through an Interagency
Agreeinent, as authorized by Chapter 771, Texas Government Code.
DIR Contract # D1R-SDD-1951 Page 19 of 20 Appendix F
To the extent that Chapter 2260 of the Texas Government Code, as it may be amended froin time to
time ("Chapter 2260"), is applicable to this Agreement and is not preempted by other applicable
law, the dispute resolution process provided for in Chapter 2260, and rules promulgated there under
shall be used by the Lessee and Lessor to attempt to resolve any claim for breach of agreeinent
made by Lessor.
(j) Sovereign Iminunity. Nothing herein shall be construed to waive the State's sovereign iinmunity.
31. Amendments.
The tenns and conditions of this MLA inay be amended only by written instrument executed by the
Lessor and DIR.
DlR Contract # DIR-SDD-1951 Page 20 of 20 Appendix F
AMENDMENT NO. 1
TO THE MASTER LEASE.AGREEMENT BETWEEN
THE STATE O�' TEXAS, ACTING BY AND THROUGH
THE DEPARTMENT OF INFORMATION RESOURCES,
FOR THE BENEFIT OF THE CITY OF DENTON, TEXAS
AND DELL FINANCIAL SERVICES L.L.C.
Pursuant to Section One of the Master Lease Agreement No. DIR-SDD-1951 between the State
of Texas, Department of Information Resources and Dell Financial Services L.L.C., any Lessee
as defined thereunder may negotiate additional terms with the Lessor, and such terms shall be
developed by the Lessor and Lessee and stated within an amendment to the Master Lease.
Therefore, this Amendment is made part of and modifies the Master Lease Agreement and any
subsequent amendments thereto (hereinafter referred to as the "AgreemenY') as between the City
of Denton ("Lessee") and Dell Financial Services L.L.C. ("Lessor"). Terms not defined otherwise
herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict or
inconsistency between this Amendment and the terms and conditions of the Agreement, this
Amendment will prevail.
The Agreement is hereby modified as follows:
1. Section 1, Scope.
In the first sentence to paragraph three of this Section, following "this Agreement,
including", delete "Opinion of Counsel" and replace with "the City of Denton Ordinance,
substantively in the form attached as Exhibit 1 herein ("City Ordinance")".
In the first sentence to paragraph four of this Section, following "the Acceptance
Certificate," delete "Opinion of Counsel" and replace with "the City Ordinance, any
applicable IRS Form 8038 (for tax exempt lease purchases only), Certificates of
Insurance, financial statements, Secretary or Clerk Certificates, and Essential Use
information or documentation (such as affidavits, notices or other similar instruments in a
form satisfactory to Lessor)", and delete "and any other documentation as may be
required by the Lessor that is not in conflict with this MLA".
2. Section 5, Rent Payments.
Add to the second paragraph a new fourth sentence as follows:
"Lessee shall comply with Chapter 2251, Texas Government Code, in making payments
to Lessor."
3. Section 17, Indemnification.
Renumber the original subsection (c) to (d) and add as a new subsection (c) the
following:
"Subject to the limitation of Lessor's liability set forth below, Lessor shall indemnify and
hold Lessee harmless from and against any and all claims, demands, damages, losses
liabilities, actions, costs or expenses, including reasonable attorneys' fees (collectively
"Claims") arising from Lesso�'s acts or omissions or its the breach of this Agreement. IN
NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO
THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY
PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR
Page 1 of 2
City of Denfdn.Amendment.DlR1951.bg.089613
4
CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR
ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
PROVIDED IN THIS AGREEMENT."
Section 20. Representations and Warranties of Lessee.
In the introductory sentence to this section, following "Lessee will provide" delete "an
Opinion of Counsel" and replace it with "the City Ordinance".
Section 30, Miscellaneous,
Delete subsection (i) in its entirety and replace it with the following:
"(i) Upon the occurrence of any dispute or disagreement between the parties hereto
arising out of or in connection with any term or provision of this Agreement, the subject
matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties shall
engage in informal, good faith discussions and attempt to resolve the Dispute. In
connection therewith, upon written notice of either party, each of the parties will appoint a
designated officer whose task it shall be to meet for the purpose of attempting to resolve
such Dispute. The designated officers shall meet as often as the parties shall deem to be
reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to
resolve the Dispute in accordance with this Section, and in the event that either of the
parties concludes in good faith that amicable resolution through continued negotiation
with respect to the Dispute is not reasonably likely, then the parties are free to pursue
whatever action or rights they may have in equity or at law.
Except as amended hereby, the Agreement is restated and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of
the day and year first above written.
LESSOR:
DELL FINANCIAL SERVICES L.L.0
By:
Cily of Denton.Amendment.DIR1951.bg.081613
LESSEE:
CITY t� �C���NTC3�N, TEXAS
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Page 2 of 2
Attachment D
Contract # 5334
DIR W-9 Form
���; w-9
(Rev. December2{ti i}
�eperfmeni af Ih9T�easury
inlernal Revenue Service
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Dell Financial 5ervices L.L.e
Request for Taxpayer �iv�s F�s��vr t�a ��7�
Identiflc�tion Number and Certification ����"��'���, �° ����
�R�17C� �iC� �1"ld� q��.
Buain2ss n��rvr�±Aad�.wr��i�c�'���d eniity name. lf �i8ff��'�or� �Gr�rr c����r+eab
+'Y M 5' � #�.. i',...��.i
� I' • � . ��.�i' i♦ ,«.�' • � i !I. f '� f i1 � 1�:1 . � .,,., , � . �. �� ,.
A� .. ��. . . ., � , . ,� , �� .� . . . . ,����. _ .. ��
4�th�� u��cu tr,���'ua�t�s:ur�:>►
One
Dell '4�P�!� � .��`".ti
4 9i�, sts�4�. z�d�+°l �f�" �c�aai'�
Round Rock, TX 78682
���raa,crat �ta,��ceF.a�i»�D'h�rt;ras
�Mt��a�r y�ap�� .fS�9 "rr� t�r� ��ap.ar�a���°tl�4��mt��sx. "��a� �Nh� �u�rnrac9��tl rrau��r, ur����r�� tf�� r���r�� ��v¢�r� ��rs t�r� "'�+4�aarurz"° line
�� �v�ai�J k��,�!kia�r �r�Itla�tcaEa�d�t�. ��ra^ C�o��.��Ved��re%�d th�� I;� �u�a� �saa��I�E ���u�8ly+ �n�a�r�L��ar ���Pd� Hc�r�r��re��r, P�rr` a
r[;�`Ir����� �f�n�rw�, �aac� �r�a�„'�rr��@car, ��¢° c�4sr���rd�� ���#i�,�r� �aa� t�ar� P��rl I �e��tr�c�:t��aa� � ��a ���g�s �� �`car rc��fit�w
��t�i���, dt 8�� *„�a�aar �r����9�a�pd�c A�:�a���69i�:�siN�rp'a a����ru��:x�� �i�y, ��� ��� a��� ��r���� b��a� ��t ��tararl��r.u, .��� 1�"��v !a� �er��a
�"dltif cara y���s� �,
(Jote. If the account is in more than one name, see tha chart on page 4 for guidelineS on who�e
num6er to enter�
P Ii_.�p �xempc payee
�
;�s�i'nil �uera;arrii� ������u�r���a��
_. .m,..W .__.�-� _.. �.�.
�.m�.,� .�� ���� � l�_ _..E .....�_..._
7 � q ��sa �ct�r���d��a7uZnu5�8 � 2� 8
�'r� �s�s ..
� ��' I .
Under penaitles of perjury, I certify that:
1, The number shotiun on this forrn is my Correct taxpayer ideniification number (or 1 am walting ior a nuCnber to be issued to mej, and
2. I am rr�a� ��u�a�a�e�A da:r ka���rapa uwudi��solding because: {ati I am exempt irom backup withholding, or (b) I ha�e not been notiiied by the Intemal Revenue
Servi�.;� �I���� thti�4 Y��Mrt �w��R���a�k Ra� backup witt�holdfng as a result of a fallute to report atl interest or dividends, or (c) the IRS has notified me that I am
no Inra��ar ;�r���¢.1 tua b����r�„a w�dt��holding, and
3. I am a U.S. eitizen or oiher U.S. person (deFined below).
Certiflcatton InsVUCttans. You must cross out Item 2 above If you have been nofiiled by the IfiS ihat you are eurrently subject to backup withholding
����;:��,� y�� i�<�v� t�9f�ci t�� r��a�arc ��I Ir�t��r��ti� ��� �G�dc9��d. �u� your tax return, For real estate iransactlons, Item 2 daes not apply. Far mvrtgage
la�#�r��t ��1�, �����a����fl�a�w ar a���r�t��aa�rrr�rwt ���ur�:�l �ac��:�'r4�a canceflation oi debt, contrfbuffons to an Indlvldual retfrement arrangemenf {IRA), and
��rp7¢�A=�pp'y, ��yr���3r�t:� ��tB��:r th,��s 'rm�d��+��ti �ap�d a3Iw�6�,lr��'a�d �; }r�apa �r� noY required to sign Yhe certificailon, but you must provide your correct TIN. See the
. . � �r� ������ �. �..� � ..�.. A, � ._�..,�.. �..._.
dw��strtm�dls�p��....�_-�._.....�. __...._ �.�.� ...�_�.m. .__.._ ,��..�n
Si n � —J"�-�
� Sig�aw�e of
Here � u.s. person ►
Gen�ral Instruct�ons
$�tfon references are ta the Intemal Revsnue Code unless otherwisa
noted.
Purpose of Form
Nat TIN r mus�t �� tR`M� r� �u�s�� ���m��r k'�4�ar�Fprm ,�.µ
� � � � W-9 lo requesk
y� , yQU „ � �r"� ��r�rn it ik is substantially slmllar
to thls Form V+l-9.
DeRnft�an oi a U.S, person. For federal tax purposes, you are
consldered a U.S. persan [f you are:
�, pc�:�ra �rh� I� d��a.rk�°c� �c� �'�9e� arro I�u�t�rt��ttla��a rr.�d'w�a ra 'av6t�1 �cr� f���.�a must •��ndividuaf who is a U.S, cltizen or U.S. resldenf allen,
�a��t��Ru, y�aa�r r��sra�t t���a����ar ���ar�a�1l+��4d�au� r��raru&a��c Q"�W�'y ir� r��.��s�c�, for � A partnersfilp; carporaiion� company, or assoclation or�ated or
���rm�ap�a, q��rwa�rrrc� ��Cc� �a '��, r��f �;�t���a ��arr�W��Sk�m�„ rs7�a����t: �nterest arganized In ihe United States ar under the lavas o( the Flnited StaEes,
�r�� p�i�i, �c;c�u�ahi��w°a �er �&��rb�i�ara�nc�u�t �f sr��u��� �a�a�g�c�iy, ��ac���llat}on • An esfata (other than a foreign estate)� or
�� �°����^ °°� �"'�''r�����'�������"� ��� ����� �� �� ��'�. • A domestic trust (as defined fn Fiegulations section 301.7701-�.
Use FWm W-9 only (i you are a U.S. person {Includ(ng � resldent
alien), to provide your correct TIN to tha person requesting li (the �i�'�''���N �"��'�� �'��" ��pr�������0��� �`�"����'�N�I���" �}��� �"���c��•� ��r�c�e a�r
requester) and, when applicable, to: k��w�lq���s �� C�� E���t��i'��k��� �r�+���r����a�Vy ��a��a����J �r,w g�y ��^ik�tda�d�nu�uc�
t�:� �a�r ��y� 6aas�W���r,M ��rk��r�"' stl�H�ar� �ai° dn��ar�rn� �!m�rrpr �t��� b�r�ir�����,
1. Certity that the TIN you are giving Is correct (or you are waiting fior a 1=yAF�p��r, 'Wro �:�r��ln �a�;��;� w����� � 6°'�rr�� "�-�1 i�m� atc�k ����� a'r�rr�d�a�, �
number to be issued). �,��,���� �9p N�� r��q�l¢'� �C� pr��P+arr�� ��ak ��,���� G� �u �`�rr��,,�n� ���r�ss�r�'r�,
2. Certlfy that ynu are not suhjeet to baokup wlthholding, or �r�cC �,�y �h� �rl�a�����8dt�a� t��.'i��m�ca��ar�, a� yau �r�s � U.�� p��r��rarr �8��t �� �
3. Galrr� ex�emption from backup wlthholding if you a�e a U.S. exempt ������'� ���� ���� ��'"������ ���� ��,���'�p�w��� ��� �� �����I��f� �„�t� ,�����
pr���a�r. 6t ����r�r��„ �w�a� �re�a s���� ��s�6�y6r°ur� ��r�� �� � �& �. �������„ ^���ar �t��R.r�a�s ��q��i ��ak'd� +�11N shraC�fi�o�� �n y��sa�� :�i��r��� x�t �r�r�rr�ara6�i�� I��u��rt�n�.
�ltic����d�: �h��r�i +�� ��y g.aartr���SPtk�v �r��zaa�s� �rrm ��a ��.U.�, t���l�: r�' �as ,9n������
�?� �u�� :�r���:�2 t� i�a� �r�'t�rh��rrrlwrr� �;a�z �aru �aar�al��n ��r�r�a�a�s' �dr:�ra� r'a!6 ,
��fi�ilu�v�sd� ���s����r�xr�+�i �1����rar��u�v.
Cat. No. t D231 X Fwm irl/-9 (Rev. 12-2o'I t)
Attachment D
Contract # 5334
Cit of Denton Ordinance
Y
ORDINANCE NO. 2013-224
AN ORDINANCE AWARDING A CONTRACI' FOR THE CAPITAL LEASE PURCHASE OF
DESKTOP YERSONAL COMPUTERS (PCS), NOTEBOOK PCS, PERIPH�RALS, AND
SERVICES AS AWARDED BY TH� STAT� OF TEXAS DEPARTMENT OF 1NFORMATION
RESOURCES (DIR) CONTRACT NUMBER DIR-SDD-1951; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTIV� DATE. (FILE
5337 AWARDED TO DELL FINANCIAL SERVICES LP FOR A TOTAL LEASE AMOUN'1' OF
$1,343,277.36 AND ADDITIONAL PRODUCTS IN THE AMOUNT OF $423,900 FOR A NOT-
TO-�XCEED AMOUNT OF $1,767,177.36).
WHCREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and
tabulated competitive bids for the purchase of necessaiy inaterials, equipment, supplies or services in
accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described materials, equipment, supplies or services can be purchased by the City through
the State of Texas Department of Information Services Go Direct Program at less cost than the City
would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
TH� COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office
of the Purchasing Agent, are hereby approved:
FILE
� AMOUNT
NUMER VENDOR ,
5337 Dell Financial Services LP $1,767,177.36
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
atfiached purchase orders, the City accepts the offer of the persons submitting the bids to ihe State of
Texas Department of Information Services Go Direct Program for such items and agi•ees to purchase
the materials, equipment, supplies or services in accordance with the terms, conditions,
specifications, standards, quantities and for the specified suins contained in the bid docutnents and
related documents filed with the State of Texas Department of Information Services Go Direct
Program, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted iterns set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the State of Texas Departmen� ��" �t1�"ca�.�������,sc��� ��:x'vi�;��s Go Direct
Program, the City Manager or his designated representative i� h�:�`���� ��7����'���,�� ��"� execute the
written contract which shall be attached hereto; provided that tl�a� ���'�tt�P�� �c�b���"���t b� i�� accordance
with the terms, conditions, specifications and standards contained in the Proposal submitted to the
State of Texas Department of Infornlation Services Go Direct Program, quantities and specified sums
contained in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
ST��;'&'�(_�N 5. This ordinance shall become effective immediately upon its passage and
.�_ _ _�
approval.
PASSED AND APPROVED this the �� day of , 20l 3,
���� . , .;�
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M�.I�.�. � �.T� �HS��,.MAY....___.
_( _
�.i�4�� �." OR
ATTEST:
JENNII'ER WALTERS, CITY SECRETARY
��
BY; � . � ,_ . .- .� _
� .._-_ . �
�,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY: �- ..-- �� c. �,,,� ,�,f ..� __� �..
�r��.� . �. ,.,