HomeMy WebLinkAboutReso 192-2022 (22-913)
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[Rev:11/14/2016]
Internal Use - Confidential
PURCHASE AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND DELL MARKETING L.P.
These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related installation,
training, and/or minor services and repairs described in this Purchase Agreement (“Purchase Agreement”) by Dell
Marketing L.P. (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are collectively referred to in this
Purchase Agreement as “the Parties.”
1. Time of Performance. This Purchase Agreement shall commence effective as of the date that the parties have fully
executed this Purchase Agreement and shall continue as specified in vendor’s quotes attached as Exhibit B (such quotes
referred to herein as the “Quotes,” and products and services referenced in the Quotes are referred to as “Products” and
/or “Services”).
2. Contract Terms. This Purchase Agreement is comprised of this document and the following, which are incorporated
herein by reference and form a part of this Purchase Agreement:
• California Participating Addendum No. 7-15-70-34-004 and Minnesota WSCA-NASPO Master Agreement
Number MNWNC-108 with Dell Marketing L.P. effective as of April 1, 2015 (the “NASPO Contract”),
attached as Exhibit A; and
• The Quotes attached as Exhibit B.
In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the
terms of the main body of this Purchase Agreement shall apply.
3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services based on Exhibit B
and additional invoices or quotes issued by Vendor and approved by City, subject to a not to exceed amount set forth
hereunder. The total compensation for Products and/or Services performed under this Purchase Agreement is not to
exceed Two Hundred Forty Thousand Three Hundred Ninety-Six Dollars and Sixty-Six Cents ($240,396.66).
4. Payment Terms . City shall pay Vendor’s invoices in full within 45 days after the date of the invoice, with
interest accruing after the due date at the lesser of 1.5% per month or the highest lawful rate. In case of City’s default in
payment Vendor shall, until arrangements as to payment or credit have been established, be entitled to: (i) cancel or
suspend its performance of such order and/or (ii) withhold performance under this Purchase Agreement.
5. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement,
Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has
obtained and maintains insurance in the following amounts:
A. Workers’ Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual
aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The
policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished
equipment used or operated by the Vendor, its personnel, agents or subcontractors.
The Commercial General Liability policy shall be written on an occurrence basis and shall name the City Indemnitees
as additional insureds with any City insurance as respects insurable liabilities assumed under this Purchase Agreement
shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance policy includes a self-insured
retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of
providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to
satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the
additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from
satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability.
The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and
executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding.
6. Prevailing Wage. If Prevailing Wages are applicable in carrying out the Terms of this Purchase Agreement in
accordance with California law, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics
on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the
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Internal Use - Confidential
same trade or occupation in the locality within the state where the work hereby contemplates to be performed as
determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770,
et seq. Each laborer, worker or mechanic employed by Vendor or by any subcontractor shall receive the wages herein
provided for. The Vendor shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section
1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The
difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Vendor
to each worker.
An error on the part of an awarding body does not relieve the Vendor from responsibility for payment of the prevailing
rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any
claim for additional compensation because of the payment by the Vendor for any wage rate in excess of prevailing
wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Vendor.
A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not
attached hereto pursuant to Labor Code Section 1773.2, the Vendor shall post at appropriate conspicuous points at the
site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and
mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be
made from unpaid wages actually earned by the laborers and mechanics so engaged.
B. Payroll Records. Each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address,
social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or
other employee employed by the Vendor in connection with the public work. Such records shall be certified and
submitted weekly as required by Labor Code Section 1776.
7. 12. Payment of Employment Taxes; Tax Withholding. Vendor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax
withholding, Vendor must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be
amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit C. Unless Vendor provides
City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may
withhold California taxes from payments to Vendor as required by law. Vendor shall obtain and maintain on file for
three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers)
from all subcontractors. Vendor accepts sole responsibility for withholding taxes from any non-California resident
subcontractor and shall submit written documentation of compliance with Vendor’s withholding duty to City upon
request.
8. Termination. A termination for convenience shall only be permitted if expressly agreed between the parties. Either
party may terminate this Purchase Agreement for material breach by the other party if such other party has failed to
cure such breach within a reasonable grace period of no less than 30 days as set forth by the other party in writing. In
the event of termination, the City will pay the Vendor for Products and/or Services accepted in accordance with this
Purchase Agreement prior to the date of termination.
9. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding
(including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such
a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding.
10. Notice. All notices and other communications which are required or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if
transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day
after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party
receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight
delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt
requested. In each case notice shall be sent to the respective Parties as follows:
Vendor:
Dell Marketing L.P. (“Dell”)
One Dell Way
Round Rock, Texas 78682
Legal Notices: [email protected]
City:
City Clerk
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City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
11. Assignment, Governing Law. Neither party may assign, transfer, or novate this Purchase Agreement without the other
party’s written approval, which shall not be unreasonably withheld. Notwithstanding the foregoing: (i) Vendor may use
affiliates or other qualified subcontractors to perform it obligations hereunder, provided that the relevant party shall
remain responsible for the performance thereof; and (ii) either party may assign rights to payments arising without
consent of the other party. This Purchase Agreement is governed by California law. The jurisdiction for any litigation
arising from this Purchase Agreement shall be in the state of California and shall have venue in the County of San
Mateo.
12. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not
affect the validity of the remaining portions of this Purchase Agreement.
13. Entire Agreement. This Agreement, including the documents referenced in Section 2, represents the entire and
integrated agreement between the Parties. This Purchase Agreement may be modified or amended only by a subsequent
written agreement signed by both Parties.
14. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic
means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed
an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be
binding upon and effective as to all Parties.
CITY OF SOUTH SAN FRANCISCO DELL MARKETING L.P.
A Municipal Corporation
By:___________________________ By:___________________________
City Manager [Name], Authorized Rep
Date: _________________________ Dates: ________________________
Approved as to Form:
__________________________
City Attorney Date
2729963.1