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HomeMy WebLinkAboutReso 01-2024 (23-1014)Page 1 of 3 [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. 7-15-70-34-003 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 Fifty-Three Thousand, Three Hundred Ninety-Three Dollars and Seventy-Three Cents ($253,393.73). 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 coverag e. The policy shall also include coverage for liability ar ising 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 C ity 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 no t apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to th is 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. Page 2 of 3 [Rev:11/14/2016] Internal Use - Confidential 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 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 L abor 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 th an 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 consider ed by the Vendor. A. Posting of Schedule of Prevailing Wage Rates and Deductions. Where this Section 6 is applicable and 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 actua lly earned by the laborers and mechanics so engaged. B. Payroll Records. Where this Section 6 is applicable, each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, wo rk 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”), a s may be amended and such Form 590 shall be attached hereto and incorporate d 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 exempti ons 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 atto rney’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, re turn receipt requested. In each case notice shall be sent to the respective Parties as f ollows: Page 3 of 3 [Rev:11/14/2016] Internal Use - Confidential Vendor: Dell Marketing L.P. (“Dell”) One Dell Way Round Rock, Texas 78682 Legal Notices: [email protected] City: City Clerk 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 sh all 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 an d 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 b y facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, ea ch 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:___________________________ Sharon Ranals, City Manager Date: __________________________ Date: _________________________ Approved as to Form: __________________________ City Attorney Date 2729963.1 PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Purchasing Program COMPUTER EQUIPMENT MASTER AGREEMENT Minnesota Master Agreement No.: MNWNC-108 California Participating Addendum No. 7-15-70-34-003 DELL MARKETING, L.P. (Contractor) This Participating Addendum Number 7-15-70-34-003 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Dell Marketing, L.P. (hereafter referred to as "Contractor") under the NASPO ValuePoint Cooperative Purchasing Program Master Agreement Number MNWNC-1 08 ("Master Agreement") executed by the State of Minnesota. 1. Scope A. This Participating Addendum covers the purchase of Computer Equipment under the Master Agreement for the following product bands: Band 1 -Desktop Band 2 -Laptop Band 3-Tablet Band 4 -Server Band 5 -Storage B. This Participating Addendum is available for use by California political subdivisions/local governments (hereafter referred to as "Purchasing Entities"). A political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. C. Political subdivision/local government use of this Participating Addendum is optional. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Minnesota Master Agreement are consistent with its procurement policies and regulations. D. Participating Entities may enter into lease agreements for the products covered in the Master Agreement, if they have the legal authority to enter into these types of agreements. 2. Term A. The term of this Participating Addendum shall begin upon signature approval by the State and will end March 31, 2017, or upon termination by the State, whichever occurs first. B. Lead State amendments to extend the Master Agreement term date are automatically incorporated into this Participating Addendum unless terminated early in accordance with the terms and conditions of the Master Agreement or this Participating Addendum. Page 1 of6 Exhibit A 3. Order of Precedence Participating Addendum No. 7-15-70-34-003 Dell Marketing, L.P. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: A. California Participating Addendum 7-15-70-34-003 B. Minnesota WSCA-NASPO Master Agreement MNWNC-1 08 4. Terms and Conditions The California General Provisions-Information Technology (GSPD4011T), revised and effective 09/5/14, is hereby incorporated by reference and made a part of this Participating Addendum. The 12 page document is available at: http://www.documents.dgs.ca.gov/pd/poliproc/GSPD4011T14_0905.pdf. 5. Price List Contractor shall maintain a website dedicated to this Participating Addendum which contains the Product and Service Schedule (PSS) and designated base line price list for participating entities to verify product/service pricing and applicable discounts offered under the Master Agreement. 6. Partner Utilization A. Contractor may use Partners under this Participating Addendum for sales and service functions as defined herein. Each Purchasing Entity will determine whether use of Partners is consistent with its procurement policies and regulations. B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Partners. · C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements. D. Partners are classified as follows: 1) "Authorized Reseller" a. Authorized Resellers may provide quotes, accept purchase orders, fulfill purchase orders, perform maintenance/warranty services and accept payment from ordering agencies for products and associated services offered under this Participating Addendum. b. Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements. c. All purchase documents to Authorized Resellers shall reference the Participating Addendum Number. d. If applicable, Authorized Reseller(s) under this Participating Addendum will be listed on the Contractor's dedicated website. Page 2 of6 2) "Agent" Participating Addendum No. 7-15-70-34-003 Dell Marketing, L.P. a. Agents are only authorized to provide quotes, sales assistance, configuration guidance and ordering support for products and associated services offered under this Participating Addendum. ·b. Agents are not authorized to accept orders or payments. c. If applicable, Agent(s) under this Participating Addendum will be listed on the Contractor's dedicated website. 7. Invoicing The Participating Addendum Number arid Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum. 8. Usage Reporting A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the WSCA-NASPO Detailed Sales report template. B. The report is due even when there is no activity. C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at [email protected]. D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State .. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP30 OCT31 OCT 1 to DEC 31 JAN 31 JAN 1 to MAR31 APR30 APR 1 to JUN 30 JUL 31 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract. Page 3 of 6 9. Administrative Fee Participating Addendum No. 7-15-70-34-003 Dell Marketing, L.P. A. Contractor shall submit a check, payable to the State of California, remitted to the Department of General Services, Procurement Division for the calculated amount equal to one percent (0.01) of the sales for the quarterly period. B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information. C. Administrative fee checks shall be submitted to: State of California Department of General Services, Procurement Division Attention: Multiple Awards Program 707 3rd Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. The administrative fee shall not be included as an adjustment to Contractor's Master Agreement pricing. E. The administrative fee shall not be invoiced or charged to the ordering agency. F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a Purchasing Entity. G. Administrative fee checks are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP 30 OCT31 OCT 1 to DEC 31 JAN 31 JAN 1 to MAR 31 APR30 APR 1 to JUN 30 JUL 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract. 10. Contract Management A. The primary contact individuals this Participating Addendum shall be as follows: Contractor Name: Amanda Hudson Phone: (512) 723-6806 Fax: (512) 283-2691 E-Mail: Amanda [email protected] Address: One Dell Way, Mailstop RR1-33 Legal Round Rock, Texas 78682 Page 4 of6 ., Participating Addendum No. 7-15-70-34-003 Dell Marketing, L.P. State Contract Administrator Name: Julie Matthews Phone: (916) 375-4612 Fax: (916) 375-4663 E-Mail: [email protected] Address: Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 B. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change. 11. Termination of Agreement The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 12. Agreement A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Master Agreement, at prices equal to or lower than the prices on that contract. C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Page 5 of 6 Participating State: STATE OF CALIFORNIA By: c~ 6/c:r~ Name: Jim Butler Title: Deputy Director Date: \ () ( ( J\S: Participating Addendum No. 7-15-70-34-003 Dell Marketing, L.P. Contractor: DELL MARKETING, L.P. By: Name: Title: Date: Page 6 of6' Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 7 to NASPO Master Agreement MNWNC-108 AMENDMENT NO. 7 TO NASPO MASTER AGREEMENT NO. MNWNC-108 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 or WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April 1, 2015, through October 31, 2023 WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-108 is extended through January 31, 2024, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1.Dell Marketing L.P. The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2.Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: A 5,000,000 03/01/2024 6547039 X WC015824827 (WI) SEA-003602963-65 1,000,000 20,000,000 WC015824826 (CA) X 19399 20,000,000 (Claims Made)SIR: $20,000,000 SAN FRANCISCO, CA 94111 N 03/01/2023 X03/01/2023 03/01/2024 06/01/2023 B 03/01/2024 6890179 (AOS) Professional E&O/ B 10,000,000 5,000,000 X 15792 AIU Insurance Co 1,000,000 X C X 09/22/2023 03/01/2023 15,000,000 03/01/2023 The above referenced Errors and Omissions policy shall include technology/professional liability, and data protection liability (cyber liability) insurance providing protection against: (a) errors and omissions in the performance of professional services; (b) breaches of security; (c) violation or infringement of any right of privacy, breach of federal, state, or foreign security and/or privacy laws or regulations; and (d) data X 03/01/2023 One Dell Way - RR1-50 Round Rock, TX 78682-7000 Dell Technologies Inc. theft,damage, destruction, or corruption. A B Lloyd's of London-Syndicate 2623/623 at Lloyd's CN101640193-STND-GAWUE-23- Each Claim/Aggregate 10,000 03/01/2024 5,000,000 34543547 03/01/2024 Technology Errors & Omissions B 6890178 (MA) 10,000,000 19445 5,000,000 1,000,000 06/01/2024 WC015824825 (AOS) FOUR EMBARCADERO CENTER, SUITE 1100 MARSH RISK & INSURANCE SERVICES X CALIFORNIA LICENSE NO. 0437153 Attn: [email protected] / FAX 212-948-0398 and all Subsidiaries Dell Technologies Inc. Round Rock, TX 78682 One Dell Way - RR1-50 X B0509FINPT2350059 03/01/2023 and all Subsidiaries X X 03/01/2023 A 03/01/2024 03/01/2024 National Union Fire Ins Co Pittsburgh PA Deductible: $5,000,000 Expiration Date: 10/29/2023 Limit: $25,000,000 Great American Insurance Company CRIME Effective Date: 10/29/2022 Policy #: SAA E3917780400 MARSH RISK & INSURANCE SERVICES and all Subsidiaries Dell Technologies Inc. Round Rock, TX 78682 One Dell Way - RR1-50 A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we’ve created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quote No.3000169899068.3 Total $253,393.73 Customer #5513107 Quoted On Jan. 02, 2024 Expires by Jan. 26, 2024 Contract Name Dell NASPO Computer Equipment PA - California Contract Code C000000181156 Customer Agreement #MNWNC-108 / 7-15-70-34- 003 Solution ID 18498059.8 Deal ID 25272246 Sales Rep Alex Gutierrez Phone (800) 456-3355, 6179809 Email [email protected] Billing To CITY OF SOUTH SAN FRANCISCO CITY OF SOUTH SAN FRANCISCO 400 GRAND AVE SOUTH SAN FRANCISCO, CA 94080-3698 Message from your Sales Rep Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Alex Gutierrez Shipping Group Shipping To JOANNA DAWSON CITY OF SOUTH SAN FRANCISCO 329 MILLER AVE SOUTH SAN FRANCISCO, CA 94080- 3725 (650) 829-3923 Shipping Method Standard Delivery Product Unit Price Quantity Subtotal XC650 - Prod $21,509.13 4 $86,036.52 Non-tied Enterprise Deployment Services - [DELLSTAR_1211] $8,623.50 1 $8,623.50 PowerSwitch S4128 - Prod $11,645.55 2 $23,291.10 Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 XC450 - DR $10,160.10 3 $30,480.30 CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR- SUB NCI-D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE $654.93 96 $62,873.28 CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS- TERM IN MONTHS LICS $0.01 36 $0.36 CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR- SUB NCI-D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE $654.93 48 $31,436.64 CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS- TERM IN MONTHS LICS $0.01 36 $0.36 Subtotal: Shipping: Environmental Fee: Non-Taxable Amount: Taxable Amount: Estimated Tax: Total: $242,742.06 $0.00 $0.00 $134,876.81 $107,865.25 $10,651.67 $253,393.73 Special pricing may be available for qualified customers. Please contact your DFS Sales Representative for details. Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Shipping Group Details Shipping To JOANNA DAWSON CITY OF SOUTH SAN FRANCISCO 329 MILLER AVE SOUTH SAN FRANCISCO, CA 94080- 3725 (650) 829-3923 Shipping Method Standard Delivery Unit Price Quantity Subtotal XC650 - Prod Estimated delivery if purchased today: Jan. 16, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $21,509.13 4 $86,036.52 Description SKU Unit Price Quantity Subtotal ***DELL HARDWARE SUPPORT MAY EXCEED NUTANIX SOFTWARE SUPPORT. HARDWARE QUOTE ONLY. DOES NOT INCLUDE NUTANIX LICENSING*** 379-BEFZ - 4 - 10x2.5 Front Storage 379-BEID -4 - SAS/SATA/NVMe Capable Backplane 379-BDSW -4 - 2 CPU Configuration 379-BDST -4 - Dell EMC XC650 Core Base 210-BBHO -4 - Nutanix OS for ESXI 7.0 634-BXYF -4 - Trusted Platform Module 2.0 V3 461-AAIG -4 - 2.5" Chassis with up to 10 Hard Drives (SAS/SATA) including max of 4 Universal Drives, 3 PCIe Slots, 2 CPU 321-BGHI -4 - Intel Xeon Gold 5317 3G, 12C/24T, 11.2GT/s, 18M Cache, Turbo, HT (150W) DDR4-2933 338-CBWN -4 - Intel Xeon Gold 5317 3G, 12C/24T, 11.2GT/s, 18M Cache, Turbo, HT (150W) DDR4-2933 338-CBWN -4 - Additional Processor Selected 379-BDCO -4 - Heatsink for 2 CPU configuration (CPU less than or equal to 165W)412-AAVP -4 - Performance Optimized 370-AAIP -4 - 3200MT/s RDIMMs 370-AEVR -4 - No RAID 780-BCDI -4 - Dell HBA355i Controller Front 405-AAXY -4 - Front PERC Mechanical Parts, rear load 750-ACFQ -4 - XC650 Core-10 QR Label 389-DZRO -4 - Performance BIOS Settings 384-BBBL -4 - UEFI BIOS Boot Mode with GPT Partition 800-BBDM -4 - 4 High Performance Fans for 2 CPU 750-ADIH -4 - Dual, Hot-plug, Power Supply Redundant (1+1), 1400W, Mixed Mode, NAF 450-AIQZ -4 - Riser Config 0, 2CPU, Half Length, Low Profile, 3 x16 Slots, SW GPU Capable 330-BBRP -4 - PowerEdge R650 Motherboard with Broadcom 5720 Dual Port 1Gb On-Board LOM 329-BFGQ -4 - Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 iDRAC9,Enterprise 15G 385-BBOT -4 - Broadcom 57414 Dual Port 10/25GbE SFP28, OCP NIC 3.0 540-BCOC -4 - Bezel, Standard, XC650 325-BEFX -4 - BOSS-S2 controller card + with 2 M.2 480GB (RAID 1)403-BCMB -4 - BOSS Cables and Bracket for R650 403-BCNP -4 - No Quick Sync 350-BBXM -4 - iDRAC,Legacy Password 379-BCSG -4 - iDRAC Service Module (ISM), NOT Installed 379-BCQX -4 - iDRAC Group Manager, Enabled 379-BCQV -4 - Cable Management Arm 770-BDMT -4 - ReadyRails Sliding Rails Without Cable Management Arm or Strain Relief Bar 770-BECD -4 - No Systems Documentation, No OpenManage DVD Kit 631-AACK -4 - Dell EMC XC650 Core Ship 340-CWMW -4 - R650 Ship 4x3.5, 10x2.5, 8x2.5 NVMe 340-CUQN -4 - PowerEdge R650 CE Marking, No CCC Marking 389-DYHY -4 - PowerEdge R650 Non BIS Marking 389-DYHZ -4 - ProSupport Next Business Day Onsite Service After Problem Diagnosis 2 Years Extended 864-1829 -4 - ProSupport Next Business Day Onsite Service After Problem Diagnosis 1 Year 864-1830 -4 - ProSupport 7x24 Technical Support and Assistance 3 Years 864-1853 -4 - Dell Hardware Limited Warranty 1 Year 864-1857 -4 - Dell Limited Hardware Warranty Extended Year(s)975-3461 -4 - Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 989-3439 -4 - ProDeploy Dell Storage XC Series Appliance 892-4699 -4 - 32GB RDIMM, 3200MT/s, Dual Rank 16Gb BASE x8 370-AGDS -64 - 3.84TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD 400-AXSK -40 - Jumper Cord - C13/C14, 4M, 250V, 12A (North America, Guam, North Marianas, Philippines, Samoa)492-BBDG -8 - Broadcom 57414 Dual Port 10/25GbE SFP28 Adapter, PCIe Low Profile, V2 540-BDGV -4 - Unit Price Quantity Subtotal Non-tied Enterprise Deployment Services - [DELLSTAR_1211] Estimated delivery if purchased today: Jan. 19, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $8,623.50 1 $8,623.50 Description SKU Unit Price Quantity Subtotal BASE,SVC,PRODEPLOY,DELL 210-AHHE -1 - Data Migration Services: Remote Virtual V2V Migration 10-50 VMs (Per VM)848-8795 -25 - Unit Price Quantity Subtotal Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 PowerSwitch S4128 - Prod Estimated delivery if purchased today: Feb. 19, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $11,645.55 2 $23,291.10 Description SKU Unit Price Quantity Subtotal Dell EMC Switch S4128F-ON, 1U, 28 x 10GbE SFP+, 2 x QSFP28, PSU to IO, 2 PSU 210-ALTG -2 - OS10 Enterprise S4128F-ON 619-AMIZ -2 - Dell EMC Networking S4100-ON Americas User Guide 343-BBGC -2 - Dell Hardware Limited Warranty 1 Year 814-1417 -2 - ProSupport Plus:Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch,1 Year 814-1460 -2 - ProSupport Plus Mission Critical:7x24 HW/SW Technical Support and Assistance, 5 Years 814-1472 -2 - ProSupport Plus:Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch, 4 Years Extended 814-1473 -2 - Thank you for choosing Dell ProSupport Plus. For tech support, visit //www.dell.com/contactdell 951-2015 -2 - Dell Limited Hardware Warranty Extended Year(s)975-3461 -2 - Info 3rd Party Software Warranty provided by Vendor 997-6306 -2 - ProDeploy Plus Dell Networking S Series 4XXX Switch - Deployment 804-2147 -2 - ProDeploy Plus Dell Networking S Series 4XXX Switch - Deployment Verification 804-2148 -2 - ProDeploy Plus No Charge Training 500 812-4037 -2 - 5 Years ProSupport Plus OS10 Enterprise Software Support- Maintenance 848-8542 -2 - Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 450-AAFH -4 - Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter 470-BBDD -16 - Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 0.5 Meter 470-ABOU -4 - Unit Price Quantity Subtotal XC450 - DR Estimated delivery if purchased today: Jan. 15, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $10,160.10 3 $30,480.30 Description SKU Unit Price Quantity Subtotal ***DELL HARDWARE SUPPORT MAY EXCEED NUTANIX SOFTWARE SUPPORT. HARDWARE QUOTE ONLY. DOES NOT INCLUDE NUTANIX LICENSING*** 379-BEFZ - 3 - 3.5 Chassis 379-BDSZ -3 - SAS/SATA Backplane 379-BDSS -3 - Dell EMC XC450 Core Base 210-BBIO -3 - Nutanix OS for ESXI 7.0 634-BXYF -3 - Trusted Platform Module 2.0 V3 461-AAIG -3 - 4x3.5" (SAS/SATA) 1 CPU 321-BGSD -3 - Intel Xeon Silver 4314 2.4G, 16C/32T, 10.4GT/s, 24M Cache, Turbo, HT (135W) DDR4-2666 338-CBWK -3 - No Additional Processor 374-BBBX -3 - Page 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Heatsink for CPU less than 185W 412-AAVR -3 - Blank for 1CPU Configuration 412-AAVV -3 - Performance Optimized 370-AAIP -3 - 3200MT/s RDIMMs 370-AEVR -3 - No RAID 780-BCDI -3 - Dell HBA355i Controller Front 405-AAXY -3 - Front PERC Mechanical Parts, front load 750-ACFR -3 - XC450 Core-4S QR Label 350-BCGJ -3 - UEFI BIOS Boot Mode with GPT Partition 800-BBDM -3 - High Performance Fan x5 384-BCUB -3 - Dual, Redundant(1+1), Hot-Plug Power Supply,1100W MM(100- 240Vac) Titanium 450-AKLF -3 - Riser Config 0, 1xOCP 3.0(x16)+ 1x16LP 330-BBVF -3 - PowerEdge R450 Motherboard with Broadcom 5720 Dual Port 1Gb On-Board LOM, V4 329-BHNE -3 - iDRAC9,Enterprise 15G 385-BBOT -3 - Broadcom 57414 Dual Port 10/25GbE SFP28, OCP NIC 3.0 540-BCOC -3 - Bezel, Standard, XC450 350-BCGH -3 - BOSS Riser for R450/R650xs 330-BBTB -3 - BOSS controller card + with 2 M.2 Sticks 480GB (RAID 1)403-BCNX -3 - No Quick Sync 350-BCEM -3 - iDRAC,Legacy Password 379-BCSG -3 - iDRAC Service Module (ISM), NOT Installed 379-BCQX -3 - iDRAC Group Manager, Enabled 379-BCQV -3 - A11 drop-in/stab-in Combo Rails Without Cable Management Arm 770-BCJI -3 - Cable Management Arm 770-BDZL -3 - No Systems Documentation, No OpenManage DVD Kit 631-AACK -3 - Dell EMC XC450 Core Ship 340-CWPC -3 - PowerEdge R450 x4, x10 Long Drive Shipping Material 343-BBRP -3 - PowerEdge INMETRO Label, BCC 389-DYHB -3 - PowerEdge 1U CCC Marking, No CE Marking 389-DYLZ -3 - Dell Hardware Limited Warranty 1 Year 864-1742 -3 - ProSupport 4-Hour 7x24 Onsite Service 1 Year 887-4568 -3 - ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 887-4569 -3 - ProSupport 4-Hour 7x24 Technical Support and Assistance 3 Years 887-4619 -3 - Dell Limited Hardware Warranty Extended Year(s)975-3461 -3 - Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 989-3439 -3 - ProDeploy Dell Storage XC Series Appliance - Deployment Verification 809-6895 -3 - ProDeploy Dell Storage XC Series Appliance - Deployment 821-5821 -3 - 32GB RDIMM, 3200MT/s, Dual Rank 16Gb BASE x8 370-AGDS -24 - 3.84TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive,3.5in HYB CARR, 1 DWPD 400-AXTF -6 - Page 6 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 12TB 7.2K RPM SAS 12Gbps 512e 3.5in Hard Drive 400-AWIP -6 - No Power Cord 450-AAGG -3 - Broadcom 57414 Dual Port 10/25GbE SFP28 Adapter, PCIe Low Profile, V2 540-BDGV -3 - Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR-SUB NCI- D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE Estimated delivery if purchased today: Jan. 30, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $654.93 96 $62,873.28 Description SKU Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR-SUB NCI-D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE AC843222 - 96 - Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS-TERM IN MONTHS LICS Estimated delivery if purchased today: Jan. 30, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $0.01 36 $0.36 Description SKU Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS-TERM IN MONTHS LICS AC843223 -36 - Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR-SUB NCI- D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE Estimated delivery if purchased today: Jan. 30, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $654.93 48 $31,436.64 Description SKU Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-SW-NCI-D-STR-PR-SUB NCI-D STARTER AND PROD SW LICS SUP SVC FOR 1 CPU CORE AC843222 - 48 - Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS-TERM IN MONTHS LICS Estimated delivery if purchased today: Jan. 30, 2024 Contract # C000000181156 Customer Agreement # MNWNC-108 / 7-15-70-34-003 $0.01 36 $0.36 Description SKU Unit Price Quantity Subtotal CS-CITY OF SOUTH SAN FRANCISCO-TERM-MONTHS-TERM IN MONTHS LICS AC843223 -36 - Subtotal: Shipping: Environmental Fee: Estimated Tax: Total: $242,742.06 $0.00 $0.00 $10,651.67 $253,393.73 Page 7 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote (“Supplier”) and the entity to whom this Quote was issued (“Customer”). Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote. All product, pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to [email protected] or [email protected], as applicable. Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer’s affiliate and Supplier or a Supplier´s affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell’s Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a- Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the “Governing Terms”). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions: Customer’s use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descriptions.htm. Offer-Specific, Third Party and Program Specific Terms: Customer’s use of third-party software is subject to the license terms that accompany the software. Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms (“Offer Specific Terms”). In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement (“Financing Agreement”) for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier (“FS”), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer’s use (and Customer’s resale of and the end-user’s use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier’s compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer’s invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. Page 8 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682