HomeMy WebLinkAboutAGENDA REPORT 2023 0906 CCSA REG ITEM 10TCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of September 6, 2023
ACTION APPROVED STAFF
RECOMMENDATION, INCLUDING
ADOPTION OF RESOLUTION NO. 2023-
4207. (ROLL CALL VOTE: UNANIMOUS)
BY A. Hurtado.
T. Consider Award of Agreement to The Drala Project, Inc. dba The ReDesign Group
for the Replacement of the City’s Server Infrastructure and Network Infrastructure;
and Consider Resolution Amending Fiscal Year (FY) 2023/24 Budget by Allocating
$60,000.00 from the Special Projects Fund (3004) to Fund the Project. Staff
Recommendation: 1) Authorize award of Agreement to The Drala Project, Inc. dba
The ReDesign Group; and authorize the City Manager to sign the Agreement,
subject to final language approval of the City Manager and City Attorney, for Server
and Network Infrastructure Replacement; and 2) Adopt Resolution No. 2023-4207,
amending the FY 2023/24 budget by allocating $60,000.00 from the Special
Projects Fund (3004). (Staff: Chris Thompson, Senior Information Systems
Administrator) (ROLL CALL VOTE REQUIRED)
Item: 10.T.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Chris Thompson, Senior Information Systems Administrator
DATE: 09/06/2023 Regular Meeting
SUBJECT: Consider Award of Agreement to The Drala Project, Inc. dba The
ReDesign Group for the Replacement of the City’s Server
Infrastructure and Network Infrastructure; and Consider Resolution
Amending Fiscal Year (FY) 2023/24 Budget by Allocating $60,000.00
from the Special Projects Fund (3004) to Fund the Project
SUMMARY
Staff is requesting that the City Council approve an Agreement with The Drala Project,
Inc. dba The ReDesign Group (The ReDesign Group/ReDesign Group) for the design,
purchase, installation of Server and Network Infrastructure systems, support, and to
replace outdated equipment; and approve a Budget Resolution to fund the project.
BACKGROUND
In FY 2014/15, the City Council approved funding to replace all the existing virtual
infrastructure servers providing storage and processing for City data and access to the
network for all users. New Storage Area Network (SAN) and Virtual Infrastructure were
purchased from Dell, Inc. (Dell) and implemented by Dell and Information Systems (lS)
staff.
Typical industry standard lifespan for storage appliances and servers is approximately
five (5) years. The City’s primary server infrastructure is now over eight (8) years old.
Due to technology evolvement and exceeding their lifespan, all existing City storage
appliances, server equipment, and SAN connectivity components are deemed obsolete.
Support for the City’s existing equipment is no longer offered by the manufacturers and
new spare parts are unavailable for purchase.
The City’s virtual infrastructure and its core storage component, the SAN, are the
technological storage and processing core of all City operations. All information is stored
in the SAN and is backed up daily. In case of a disaster, copies are also maintained
Item: 10.T.
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offsite. All information is stored in the SAN and presented to users by multiple servers.
Those servers are virtualized for efficiency and resource utilization, which results in
energy savings, lower capital expenses, disaster recovery to get the City back on track
faster and keep things running smoothly, and improved management processes making
it easier for staff to control and take care of the servers. All virtual servers operate on
physical servers with the help of a virtualization layer called a hypervisor, which is a type
of software that manages and controls multiple virtual servers running on a single physical
server. It ensures that each virtual server receives the resources it needs and keeps
them bifurcated from each other to ensure smooth efficient operation. IS staff maintains
and supports the City's virtual infrastructure and monitors data. As new versions of
applications are released, their system resource requirements have increased
exponentially over the years, using up most of the available resources.
The City systems operating under the umbrella of the virtual infrastructure include Email,
Incode ERP financial system, EnerGov permitting system, Laserfiche document archive
system, RecTrac recreation management system, File servers, Print servers, Domain
controllers, and many other connected systems. All are reliant on the critical function of
these server and network infrastructure systems.
The existing SAN and servers only replicate backup data between sites, ensuring data
retention and resilience compliance, and thus ensuring the City’s vital information is safe
and easily recovered if something should go wrong. The current system does not support
a fully redundant connection between sites. In the event of a complete failure at the
primary data center, there would be considerable downtime of many or all City systems,
as there would be no system backup available, while IS staff would work to bring backup
systems online.
In addition to server and storage infrastructure, the City’s internal network and security
infrastructure has been implemented gradually over many years. Most of the core
components are beyond their useful life and need replacement. The network consists of
many disparate systems that must be managed independently of one another, making
system maintenance and troubleshooting more cumbersome.
The network consists of connections and security appliances to all City facilities including:
•City Hall Administration
•Community Center/Active Adult Center/Council Chambers
•Community Development
•Arroyo Vista Recreation Center
•Moorpark Public Services Facility
•Moorpark Police Services Center
•Ruben Castro Human Services Center
•Moorpark City Library
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The City network provides connectivity to all systems, servers, applications, internet,
public and staff Wi-Fi, phone systems, access control, camera systems, and many other
functions of critical connectivity for all staff and public functions.
DISCUSSION
Cooperative Contract
Pursuant to City Municipal Code 3.04.120, a formal Request for Proposals (RFP) bidding
process was not required because ReDesign Group provided quotes for IT systems
hardware, software, and licensing based on cooperative procurement contracts. These
contracts have been competitively sourced, offering public agencies a streamlined and
expedited process of procuring certain products and services at competitive prices.
These cooperatives include the National Association of State Procurement Officials
(NASPO) and the State of California Multiple Award Schedules (CMAS).
Design Options
City IS staff engaged the Dell Marketing data center team to discuss options for design
of a system replacement. Dell staff recommended The ReDesign Group, a Technology
Solutions Provider and Managed Services Provider.
Proposed Server Infrastructure
ReDesign Group conducted a comprehensive analysis of the City's server and network
infrastructure, including a needs study. They analyzed current and projected resource
usage and allocation for each system. Based on this data, their engineers proposed a
redundant virtual server infrastructure that replicates data and systems between two sites
and a scalable resource pool to accommodate existing and future systems. ReDesign
Group recommended the Dell VXrail modular data center system, which is fully scalable
and includes processing, storage, and memory onboard each node to support the virtual
server system. This system is more resilient and scalable than the City’s previous
Server/SAN architecture system. Additionally, the proposal includes all necessary
hardware, licensing, maintenance, and enterprise support for the next five (5) years.
Proposed Network Infrastructure
ReDesign Group conducted a thorough analysis of the City’s network and security
infrastructure and proposed a new design featuring fully redundant connections, high-
speed core connectivity, and a consistent simplified management system. Furthermore,
the proposal includes new security appliances for intrusion detection and prevention,
internet filtering, and keeping up with the latest security threats.
Lastly, it covers all the network hardware, access points, and connectivity required for the
new City Hall at 323 Science Drive.
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Installation and Configuration
ReDesign Group estimates that completing the server and network project will require
160 hours of consultant time. The consultant will collaborate with IS staff to develop a
project schedule, including new equipment installation, testing, configuration, migration
of existing systems, and final handoff. As an incentive to expedite the project, additional
discounts are offered on the order. If the project is approved in September 2023,
ReDesign and Dell have negotiated an additional discount of $104,000 to align with the
City’s budget for this project. Additionally, they will provide 160 hours of consultant time
(approximately $40,000 value) at no additional cost to the City. Furthermore, with
authorization from the City Manager, they will provide a credit of $37,895.65 to the City
to buy back the old equipment once fully decommissioned. The total discount and buy-
back of equipment yield a total combined savings of $181,895.65.
The ReDesign Group has provided comprehensive design analysis and routinely designs
and installs data centers across the country. They have also installed similar systems for
several other cities locally.
Staff recommends the City Council award agreement to The Drala Project, Inc. dba The
ReDesign Group for the Replacement of the City’s Server Infrastructure and Network
Infrastructure.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
The total cost of the project is expected to be $780,000.00 with five (5) years of Support
and Maintenance costs included. This includes projected discounts of $181,895.65.
This prepayment of five years of support will result in an annual saving of $36,900.00
($184,500.00 over the five-year term) from the General Fund which was previously
allocated for support and maintenance of existing systems.
There is a total of $720,000.00 currently allocated in the FY 2023/24 General Fund
Finance/IS budget under Equipment Replacement Fund (3003), IT Equipment
Replacement fund (3008), and ISD Contractual Services (9000). A budget appropriation
amendment is requested in the amount of $60,000.00 from the Special Projects Fund
(3004), approved by City Council on August 2, 2023.
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The quotes were broken into components as depicted below and can also be found in
Attachment 3 for reference:
Components $ Amount
Server Infrastructure $610,952.14
Network Infrastructure $169,047.86
Design and Installation $0.00
Total $780,000.00
The budget allocation is depicted below with existing approved budget and the requested
special projects budget allocation:
Budget Allocations Account No. $ Amount
Equipment Replacement 3003-134-00000-55000 $615,000.00
IT Equipment Replacement 3008-134-00000-55000 $60,000.00
Special Projects 3004-134-C0070-55000 $60,000.00
ISD/Cable – Contractual Services 9000-134-00000-51000 $45,000.00
Total $780,000.00
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
1.Authorize award of Agreement to The Drala Project, Inc. dba The ReDesign Group;
and authorize the City Manager to sign the Agreement, subject to final language
approval of the City Manager and City Attorney, for Server and Network
Infrastructure Replacement; and
2.Adopt Resolution No. 2023-____, amending the FY 2023/24 budget by allocating
$60,000.00 from the Special Projects Fund (3004).
Attachment 1: Agreement with The Drala Project, Inc. DBA The ReDesign Group
Attachment 2: Data Center Modernization project analysis and outline
Attachment 3: Quotes from The ReDesign Group
Attachment 4: Draft Resolution No. 2023-____
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AGREEMENT BETWEEN THE CITY OF MOORPARK AND
THE REDESIGN GROUP
FOR SERVER AND NETWORK INFRASTRUCTURE REFRESH
THIS AGREEMENT, made and effective as of ________________________,
2023, between the City of Moorpark, a municipal corporation (“City”) and The Drala
Project, Inc. dba The REDESIGN Group, a California corporation (“Consultant”). In
consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows:
WHEREAS, City has the need for services for the design, purchase, and
installation of server and network infrastructure systems and support; and
WHEREAS, Consultant specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Consultant has submitted to City a Proposal dated August 30, 2023,
which is attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1.TERM
The term of this Agreement shall be from the date of execution to completion of
the work and services in conformance with Exhibit B.
2.SCOPE OF SERVICES
City does hereby retain Consultant, as an independent contractor, in a contractual
capacity to provide design, purchase, and installation of server and network infrastructure
systems and services, as set forth in Exhibits B and C. In the event there is a conflict
between the provisions of Exhibits B and C and this Agreement, the language contained
in this Agreement shall take precedence.
Consultant shall perform the tasks described and set forth in Exhibit C. Consultant
shall complete the tasks according to the schedule of performance, which is also set forth
in Exhibit C design proposal.
Compensation for the services to be performed by Consultant shall be in
accordance with Exhibit B. Compensation shall not exceed the rates or total contract
value of Seven Hundred Eighty Thousand dollars ($780,000.00) as stated in Exhibit B,
without a written amendment to the Agreement executed by both parties. Payment by
City to Consultant shall be in accordance with the provisions of this Agreement.
ATTACHMENT 1
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3.PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Consultant
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4.MANAGEMENT
The individual directly responsible for Consultant’s overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Consultant shall be PROJECT MANAGER, and no other individual may be
substituted without the prior written approval of the City Manager.
The City’s contact person in charge of administration of this Agreement, and to
serve as principal liaison between Consultant and City, shall be the City Manager or the
City Manager’s designee.
5.PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form,
before payments may be made to vendors.
The City agrees to pay Consultant in accordance with the payment rates and terms
and the schedule of payment upon delivery of goods as set forth in Exhibit B, based upon
actual time spent on the above tasks. This amount shall not exceed Seven Hundred
Eighty Thousand dollars ($780,000.00) for the total term of the Agreement unless
additional payment is approved as provided in this Agreement.
Consultant shall not be compensated for additional services rendered in
connection with its performance of this Agreement, unless such additional services and
compensation are authorized, in advance, in a written amendment to the agreement
executed by both parties. The City Manager, if authorized by City Council, may approve
additional work not to exceed ten percent (10%) of the amount of the Agreement.
Consultant shall submit invoices for actual services performed. Invoices shall be
submitted and payment shall be made within thirty (30) days of receipt of each invoice as
to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall
be accompanied by a receipt or other documentation subject to approval of the City
Manager. If the City disputes any of Consultant’s fees or expenses it shall give written
notice to Consultant within thirty (30) days of receipt of any disputed fees set forth on the
invoice.
6.TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
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immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
The Consultant may terminate this Agreement only by providing City with written
notice no less than thirty (30) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Consultant the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City. Upon
termination or suspension of the Agreement pursuant to this Section, the Consultant will
submit an invoice to the City pursuant to this Agreement.
7.DEFAULT OF CONSULTANT
The Consultant’s failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms of
this Agreement, City shall have no obligation or duty to continue compensating Consultant
for any work performed after the date of default and can terminate or suspend this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall
not be considered a default.
If the City Manager or the City Manager’s designee determines that the Consultant
is in default in the performance of any of the terms or conditions of this Agreement,
designee shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have thirty (30) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant fails
to cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement, to terminate this Agreement without further notice
and without prejudice to any other remedy to which it may be entitled at law, in equity or
under this Agreement.
8.LIQUIDATED DAMAGES
If the Consultant fails to complete the work, or any portion thereof, within the time
period required by this Agreement, or as duly extended in writing by the City Manager,
Consultant shall forfeit and pay to the City, as liquidated damages, the sum of
_______________________ dollars ($_______.__) per day for each calendar day the
work, or portion thereof, remains uncompleted after the above specified completion date.
Liquidated damages shall be deducted from any payments due or to become due to the
Consultant under the terms of this Agreement. Progress payments made by the City after
the above specified completion date shall not constitute a waiver of liquidated damages
by the City.
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9.OWNERSHIP OF DOCUMENTS
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or the City’s designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books and
records; shall permit City to make transcripts therefrom as necessary; and shall allow
inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of audit shall be provided at least thirty (30) days before any such
audit is conducted. Such records, together with supporting documents, shall be
maintained for a period of two (2) years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City, at
the Consultant’s office and upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling, transferring, and
printing computer files.
10.INDEMNIFICATION AND HOLD HARMLESS
Consultant shall indemnify, defend and hold harmless City, and any and all of its
officers, employees, and agents (“City Indemnitees”) from and against any and all causes
of action, claims, liabilities, obligations, judgments, or damages, including reasonable
legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s
performance of its obligations under this Agreement or out of the operations conducted
by Consultant, including the City’s active or passive negligence, except for such loss or
damage arising from the sole negligence or willful misconduct of the City. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from Consultant’s performance of this Agreement, the Consultant shall provide a
defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees
their costs of defense, including reasonable legal counsels’ fees incurred in defense of
such claims.
Consultant agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this Section from each and every subcontractor, or any other
person or entity involved by, for, with, or on behalf of Consultant in the performance of
this Agreement. In the event Consultant fails to obtain such indemnity obligations from
others as required here, Consultant agrees to be fully responsible according to the terms
of this Section. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights hereunder.
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This obligation to indemnify and defend City as set forth here is binding on the successors,
assigns, or heirs of Consultant and shall survive the termination of this Agreement or this
Section.
City does not and shall not waive any rights that it may have against Consultant by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless
and indemnification provisions shall apply regardless of whether or not said insurance
policies are determined to be applicable to any losses, liabilities, damages, costs, and
expenses described in this Section.
Notwithstanding the foregoing, Contractor’s liability hereunder shall not exceed the
amount of Contractor’s professional liability insurance coverage.
11. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated
herein by this reference as though set forth in full.
12. INDEPENDENT CONSULTANT
Consultant is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant’s exclusive direction and control. Neither
City nor any of its officers, employees, or agents shall have control over the conduct of
Consultant or any of Consultant’s officers, employees, or agents, except as set forth in
this Agreement. Consultant shall not at any time or in any manner represent that it or any
of its officers, employees, or agents are in any manner officers, employees, or agents of
the City. Consultant shall not incur or have the power to incur any debt, obligation, or
liability against City, or bind City in any manner.
No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Consultant for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
13. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of local, state and federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations, including but not limited to the
Americans with Disabilities Act and Occupational Safety and Health Administration laws
and regulations. The City, and its officers and employees, shall not be liable at law or in
equity occasioned by failure of the Consultant to comply with this Section.
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14.ANTI DISCRIMINATION
Neither the Consultant, nor any subconsultant under the Consultant, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military and veteran status of such person; or any other basis
protected by applicable federal, state, or local law, except as provided in Section 12940
of the Government Code. The Consultant shall have responsibility for compliance with
this Section, if applicable [Labor Code Sec. 1735].
15.UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Consultant, or any officer, employee or
agent of Consultant, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
16.NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
17.CONFLICT OF INTEREST
Consultant covenants that neither they nor any officer or principal of their firm have
any interests, nor shall they acquire any interest, directly or indirectly, which will conflict
in any manner or degree with the performance of their services hereunder. Consultant
further covenants that in the performance of this Agreement, they shall employ no person
having such interest as an officer, employee, agent, or subconsultant. Consultant further
covenants that Consultant has not contracted with nor is performing any services directly
or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or
partnership(s) and/or public agency(ies) owning property and/or processing an
entitlement application for property in the City or its Area of Interest, now or within the
past one (1) year, and further covenants and agrees that Consultant and/or its
subconsultants shall provide no service or enter into any contract with any developer(s)
and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies)
owning property and/or processing an entitlement application for property in the City or
its Area of Interest, while under contract with the City and for a one (1) year time period
following termination of this Agreement.
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18. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Ave.
Moorpark, CA 93021
To: The Drala Project , Inc. dba The [RE]DESIGN Group
2629 Manhattan Ave., #307
Hermosa Beach, CA 90254
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
19. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Consultant’s legal
entity, the Consultant shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
20. ASSIGNMENT
Consultant shall not assign this Agreement or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that Consultant
is uniquely qualified to perform the services provided for in this Agreement.
21. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services in this
Agreement.
22. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Consultant understand and
agree that the laws of the State of California shall govern the rights, obligations, duties,
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and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
23.COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or the
declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
24.ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party’s own independent investigation of
any and all facts such party deems material.
25.CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit
or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
26.AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
27.PRECEDENCE
In the event of conflict, the requirements of the City’s Request for Proposal, if any,
and this Agreement shall take precedence over those contained in the Consultant’s
Proposal.
28.INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
29.WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any such waiver constitute
464
The Drala Project, Inc. dba The REDESIGN Group
Page 9 of 14
a continuing or subsequent waiver of the same provision. No waiver shall be binding
unless executed in writing by the party making the waiver.
30. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK The Drala Project, Inc.
dba The [RE] DESIGN Group
__________________________________ __________________________________
Troy Brown, City Manager ___________ (Name)___________(Title)
Attest:
__________________________________
Ky Spangler, City Clerk
465
The Drala Project, Inc. dba The REDESIGN Group
Page 10 of 14
Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
“Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for claims
or suits by one insured against another. Limits are subject to review but in no event less
than $1,000,000 per occurrence for all covered losses and no less than $2,000,000
general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement
may be satisfied by a non-owned auto endorsement to the general liability policy
described above. If Consultant or Consultant’s employees will use personal autos in any
way on this project, Consultant shall provide evidence of personal auto liability for each
such person.
Cyber Liability coverage of no less than $1,000,000 per occurrence/loss which shall
include the following coverage:
A.Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and regulatory fines
arising from such theft, dissemination, or use of the confidential information.
B.Network security liability arising from the unauthorized use of, access to, or
tampering with computer systems.
C.Liability arising from the failure of technology products (software) required under
the contract for Consultant to properly perform the services intended.
D.Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep-linking or
framing, and infringement or violation of intellectual property rights.
E.Liability arising from the failure to render professional services
466
The Drala Project, Inc. dba The REDESIGN Group
Page 11 of 14
If coverage is maintained on a claims-made basis, Consultant/Contractor shall maintain
such coverage for an additional period of three (3) years following termination of the
contract.
Workers’ Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages.
Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in
addition to policy limits. Policy shall contain a provision obligating insurer at the time
insured’s liability is determined, not requiring actual payment by the insured first. There
shall be no cross liability exclusion precluding coverage for claims or suits by one insured
against another. Coverage shall be applicable to the City for injury to employees of
Consultant, subconsultants or others involved in the Work. The scope of coverage
provided is subject to approval by the City following receipt of proof of insurance as
required herein. Limits are subject to review but in no event less than $1,000,000
aggregate.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1.Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 and CG 2037
with edition acceptable to the City. Consultant also agrees to require all contractors
and subcontractors to do likewise.
2.No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3.All insurance coverage and limits provided by Consultant and available or
applicable to this Agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or
its operation limits the application of such insurance coverage.
467
The Drala Project, Inc. dba The REDESIGN Group
Page 12 of 14
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called “third party action over” claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect the City’s protection without the
City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant’s general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or reduced
at any time and no replacement coverage is provided, the City has the right, but
not the duty, to obtain any insurance it deems necessary to protect its interests
under this or any other Agreement and to pay the premium. Any premium so paid
by the City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at the City’s option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of
any cancellation or reduction of coverage. Consultant agrees to require its insurer
to modify such certificates to delete any exculpatory wording stating that failure of
the insurer to mail written notice of cancellation or reduction of coverage imposes
no obligation, or that any party will “endeavor” (as opposed to being required) to
comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Consultant agrees to ensure that subcontractors, and any other party involved with
the Work who is brought onto or involved in the Work by Consultant, provide the
same minimum insurance required of Consultant. Consultant agrees to monitor
and review all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section. Consultant
agrees that upon request, all agreements with subcontractors and others engaged
in the Work will be submitted to the City for review.
468
The Drala Project, Inc. dba The REDESIGN Group
Page 13 of 14
11.Consultant agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees that
it will not allow any contractor, subcontractor, Architect, Engineer, or other entity
or person in any way involved in the performance of Work contemplated by this
Agreement to self-insure its obligations to the City. If Consultant’s existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12.The City reserves the right at any time during the term of the Agreement to change
the amounts and types of insurance required by giving the Consultant 90 days
advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to the City.
13.For purposes of applying insurance coverage only, this Agreement will be deemed
to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
14.Consultant acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Consultant of non-compliance with an insurance requirement
in no way imposes any additional obligations to the City nor does it waive any rights
hereunder in this or any other regard.
15.Consultant will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until the
City executes a written statement to that effect.
16.Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant’s insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to the City within
five days of the expiration of coverage.
17.The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials, and agents.
469
The Drala Project, Inc. dba The REDESIGN Group
Page 14 of 14
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts or impairs the
provisions of this section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Consultant for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying with
these requirements. There shall be no recourse against the City for payment of
premiums or other amounts with respect thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this Agreement. The City
assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve the
City.
470
rre1oes1GN
OOl.LTechnologies
City of Moorpark
REDESIGN -2023 Data Center Modernization
Version #1
Delivered August 2023
Prepared For:
City of Moorpark
Prepared By:
The REDESIGN Group
ATTACHMENT 2
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474
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476
477
478
479
480
481
482
483
484
485
486
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489
490
491
492
493
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499
500
501
502
503
504
505
506
507
Server and Network Infrastructure project cost breakdown
Project component Hardware
Software
Licensing
Support
Maintenance Taxes/Fees Total
Server Infrastructure $243,689.81 $162,408.20 $185,210.00 $19,644.13 $610,952.14
Network Infrastructure $117,045.27 $2,165.63 $41,351.18 $8,485.78 $169,047.86
Design and Installation $0.00
Total $360,735.08 $164,573.83 $226,561.18 $28,129.91 $780,000.00
ATTACHMENT 3
508
Wednesday, August 30, 2023
Prepared by Prepared for
Kasey Hunt
Account Manager
The [RE]DESIGN Group
khunt@redesign-group.com
Chris Thompson
Senior Information Systems Analyst
City of Moorpark
cthompson@moorparkca.gov
Project
City of Moorpark - Data Center Modernization
Quote # 3376, Version 1
Proposal
509
City of Moorpark | City of Moorpark - Data Center Modernization Delivered: August 30, 2023
Quote # 3376, Version 1 Valid through: September 29, 2023
Prepared by Prepared for
Kasey Hunt
The [RE]DESIGN Group
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
khunt@redesign-group.com
Chris Thompson
Senior Information Systems Analyst
City of Moorpark
cthompson@moorparkca.gov
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing,
vSphere and Windows Data Center - 60 Months Support
Description Price Qty Ext. Price
NASPO NASPO Contract - C000000878001 $0.00 1 $0.00
210-BBGQ VxRail E660F, All Flash $4,364.309 10 $43,643.09
329-BDWH PSNT Info $0.00 10 $0.00
379-BENB vSAN Node $0.00 10 $0.00
384-BDHB VxRail E660/F/N P670F/N V670F Firmware Lock $0.00 10 $0.00
634-BZQX VxRail Software 7.0.405 Factory Install $0.00 10 $0.00
379-BDYQ No Transformational License Agreement $0.00 10 $0.00
379-BEWY Informational Purposes Only $0.00 10 $0.00
321-BGKX 2.5" Chassis with up to 10 Hard Drives (SAS/SATA) including max of 2
Universal Drives, 1 PCIe Slot, 1 CPU
$217.76 10 $2,177.60
379-BDSR No GPU Enablement $0.00 10 $0.00
325-BEBP VxRail 1U Bezel V2 $69.03 10 $690.30
338-CBXJ Intel Xeon Gold 6326 2.9G, 16C/32T, 11.2GT/s, 24M Cache, Turbo, HT
(185W) DDR4-3200
$1,736.94 10 $17,369.40
Quote #003376 v1 www.redesign-group.com510
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing,
vSphere and Windows Data Center - 60 Months Support
Description Price Qty Ext. Price
374-BBBX No Additional Processor $0.00 10 $0.00
370-AEVR 3200MT/s RDIMMs $0.00 10 $0.00
540-BCOF Mellanox ConnectX-5 Dual Port 10/25GbE SFP28, OCP NIC 3.0 $377.60 10 $3,776.00
461-AAIG Trusted Platform Module 2.0 V3 $45.86 10 $458.60
770-BDMT Cable Management Arm $31.97 10 $319.70
770-BECD ReadyRails Sliding Rails Without Cable Management Arm or Strain
Relief Bar
$69.03 10 $690.30
450-AKLF Dual, Fully Redundant(1+1), Hot-Plug Power Supply,1100W MM(ONLY
FOR 100-240Vac) Titanium
$662.07 10 $6,620.70
863-2093 5 Years ProSupport Mission Critical vSphere Ent Plus for 1 Proc Sftwr Spt
-Contract
$0.00 10 $0.00
634-BZEN VxRail Windows Server 2022 Datacenter,16CORE,Secondary OS,No
MEDIA,Unlimited VMs
$2,238.54 10 $22,385.40
528-CSCT Windows Server 2022 Datacenter,16CORE,DF Recovery Image, Multi
Lang, (Downgrade not included)
$0.00 10 $0.00
634-BYLT Windows Server 2022 Datacenter,16CORE,Secondary OS,Media Kit,
Multi Lang, (Downgrade not included)
$0.00 10 $0.00
528-CSCO Windows Server 2022 Datacenter,No Media,WS2016 DC Downgrade DF
Media, Multi Language
$0.00 10 $0.00
634-BYLN Windows Server 2022 Datacenter,No Media, WS2016 DC Downgrade
w/DVD Media,Multi Lang
$0.00 10 $0.00
528-CSCS Windows Server 2022 Datacenter,No Media,WS2019 DC Downgrade DF
Media, Multi Language
$0.00 10 $0.00
634-BYLR Windows Server 2022 Datacenter,No Media, WS2019 DC Downgrade
w/DVD Media,Multi Lang
$0.00 10 $0.00
878-0138 Dell Hardware Limited Warranty $230.71 10 $2,307.10
Quote #003376 v1 www.redesign-group.com511
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing,
vSphere and Windows Data Center - 60 Months Support
Description Price Qty Ext. Price
878-0587 ProSupport Mission Critical 4-Hour 7X24 Onsite Service with Emergency
Dispatch 2 Years Extended
$3,426.63 10 $34,266.30
878-0588 ProSupport Mission Critical 4-Hour 7X24 Onsite Service with Emergency
Dispatch 3 Years
$1,653.09 10 $16,530.90
878-0591 ProSupport Mission Critical 7x24 Technical Support and Assistance 5
Years
$7,110.75 10 $71,107.50
975-3461 Dell Limited Hardware Warranty Extended Year(s)$0.00 10 $0.00
989-3439 Thank you choosing Dell ProSupport. For tech support, visit
//www.dell.com/support or call 1-800- 945-3355
$0.00 10 $0.00
379-BEWY Informational Purposes Only $0.00 10 $0.00
825-8623 Certified Deployment Partner T1 or Distributors $0.00 10 $0.00
343-BBQY R650 Dell/EMC label (BIS) for 2.5" Chassis $0.00 10 $0.00
389-DYIB PowerEdge R650 CE, CCC, Marking $0.00 10 $0.00
379-BDSW SAS/SATA/NVMe Capable Backplane $0.00 10 $0.00
340-CWLR E660/F Shipping, DAO $0.00 10 $0.00
340-CUQN R650 Ship 4x3.5, 10x2.5, 8x2.5 NVMe $22.71 10 $227.10
379-BEID 10x2.5 Front Storage $0.00 10 $0.00
330-BBVU VxRail E660/F, Riser Config 0, 1CPU, 2A+3A, 1x16LP $101.92 10 $1,019.20
329-BHKC VxRail E660F Branding $25.48 10 $254.80
329-BFGW PowerEdge R650 Motherboard with Broadcom 5720 Dual Port 1Gb On-
Board LOM
$0.00 10 $0.00
412-AAVN Heatsink for 1 CPU configuration (CPU more than 165W)$45.86 10 $458.60
370-AAIP Performance Optimized $0.00 10 $0.00
Quote #003376 v1 www.redesign-group.com512
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing,
vSphere and Windows Data Center - 60 Months Support
Description Price Qty Ext. Price
780-BCQQ C35, No RAID $0.00 10 $0.00
405-AAXY Dell HBA355i Controller Front $333.11 10 $3,331.10
750-ACFQ Front PERC Mechanical Parts, rear load $0.00 10 $0.00
403-BCMB BOSS-S2 controller card + with 2 M.2 480GB (RAID 1)$787.16 10 $7,871.60
403-BCNP BOSS Cables and Bracket for R650 $23.17 10 $231.70
385-BBQV iDRAC9, Enterprise 15G $226.55 10 $2,265.50
379-BCQY iDRAC Group Manager, Disabled $0.00 10 $0.00
379-BCSG iDRAC,Legacy Password $0.00 10 $0.00
379-BCRB DHCP with Zero Touch Configuration $0.00 10 $0.00
750-ADIF 3 High Performance Fans for 1 CPU $92.18 10 $921.80
350-BBXN Quick Sync 2 (At-the-box mgmt)$41.23 10 $412.30
631-AACK No Systems Documentation, No OpenManage DVD Kit $0.00 10 $0.00
387-BBEY No Energy Star $0.00 10 $0.00
800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 10 $0.00
350-BCFX E660F Luggage Tag $0.00 10 $0.00
370-AEVQ 16GB RDIMM, 3200MT/s, Dual Rank $370.19 80 $29,615.20
370-AGDS 32GB RDIMM, 3200MT/s, Dual Rank 16Gb BASE x8 $696.81 80 $55,744.80
400-BKGF 1.6TB Enterprise NVMe Mixed Use AG Drive U.2 Gen4 with carrier $1,674.96 20 $33,499.20
345-BELZ 3.84TB SSD SAS Read Intensive up to 24Gbps 512e 2.5in Hot-Plug 1WPD,
AG Drive
$2,746.50 40 $109,860.00
540-BDIN Mellanox ConnectX-5 Dual Port 10/25GbE SFP28 Adapter, PCIe Low
Profile, V2
$328.49 10 $3,284.90
Quote #003376 v1 www.redesign-group.com513
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing,
vSphere and Windows Data Center - 60 Months Support
Description Price Qty Ext. Price
492-BBDH Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, Guam, North
Marianas, Philippines, Samoa)
$9.28 20 $185.60
492-BBDI C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North
America
$10.20 20 $204.00
149-BBSF VxRail VMware, vSAN Advanced, 5 Years $0.00 10 $0.00
634-BYOZ VxRail HCI System Software, A $4,670.61 10 $46,706.10
634-BRIL VxRail HCI System Software, Capacity Drive 3.84TB SAS, SSD $1,000.37 40 $40,014.80
634-BYLY VxRail HCI System Software Memory, 16GB $162.34 80 $12,987.20
634-BYME VxRail HCI System Software Memory, 32GB $196.71 80 $15,736.80
151-BBXE VxRail VMware vSphere Enterprise Plus for 1 processor, 5 Years $2,637.05 10 $26,370.50
863-1708 5 Years ProSupport Mission Critical vSphere Ent Plus for 1 Proc Sftwr Spt
-Maint
$2,780.02 10 $27,800.20
865-3520 5 Years ProSupport Mission Critical RecoverPoint for Virtual Machines
Sftwr Spt-Contract
$0.00 10 $0.00
210-ARZC Recover Point for Virtual Machine $0.01 10 $0.10
825-8623 Certified Deployment Partner T1 or Distributors $0.00 10 $0.00
626-BBBG Storage Software Info $0.00 10 $0.00
142-BBNV HCIA RecoverPoint for VMs for 1 node $0.00 10 $0.00
823-4118 ProSupport Mission Critical, vSAN, Advanced, 1 Processor, 5 Years $1,839.25 10 $18,392.50
Subtotal:$659,738.49
Quote #003376 v1 www.redesign-group.com514
(4) Dell S5224F - Both Sites Included and (2) S3048 Mgmt Switch - 60
Months Support + Cables and Optics Added
Description Price Qty Ext. Price
210-APHT Dell EMC S5224F-ON Switch, 24x 25GbE SFP28, 4x 100GbE QSFP28
ports, PSU to IO air, 2x PSU
$7,250.37 4 $29,001.48
343-BBLP Dell EMC S52XX-ON Series User Guide $1.37 4 $5.48
634-BRWJ OS10 Enterprise, S5224F-ON $1,200.15 4 $4,800.60
634-BYIJ OS10 SmartFabric Services $0.00 4 $0.00
818-4983 Dell Hardware Limited Warranty 1 Year $171.16 4 $684.64
818-4992 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency
Dispatch, 1 Year
$175.60 4 $702.40
818-4994 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency
Dispatch, Extended to 4 Years
$908.59 4 $3,634.36
818-5006 ProSupport Mission Critical:7x24 HW/SW Technical Support and
Assistance, 5 Years
$2,834.47 4 $11,337.88
975-3461 Dell Limited Hardware Warranty Extended Year(s)$0.00 4 $0.00
989-3439 Thank you choosing Dell ProSupport. For tech support, visit
//www.dell.com/support or call 1-800- 945-3355
$0.00 4 $0.00
997-6306 Info 3rd Party Software Warranty provided by Vendor $0.00 4 $0.00
825-8623 Certified Deployment Partner T1 or Distributors $0.00 4 $0.00
848-8539 5 Years ProSupport OS10 Enterprise Software Support-Maintenance $420.06 4 $1,680.24
450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US $6.86 4 $27.44
450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US $6.86 4 $27.44
210-AEDQ S3048-ON, 48x 1GbE, 4x SFP+ 10GbE ports, Stacking, PSU to IO air, 1x AC
PSU, NO OS
$3,147.02 2 $6,294.04
634-BIXD OS10 Enterprise, S3048-ON $774.80 2 $1,549.60
450-AEOQ Power Supply, 200w, PSU to IO airflow, S3048-ON $116.28 2 $232.56
Quote #003376 v1 www.redesign-group.com515
(4) Dell S5224F - Both Sites Included and (2) S3048 Mgmt Switch - 60
Months Support + Cables and Optics Added
Description Price Qty Ext. Price
634-BCXR Dell Networking S3048-ON User Guide $3.10 2 $6.20
802-7389 Dell Hardware Limited Warranty Initial Year $83.40 2 $166.80
802-7400 Dell Hardware Limited Warranty Extended Year(s)$0.00 2 $0.00
802-7419 ProSupport Plus: Mission Critical 4-Hour 7x24 On-Site Service with
Emergency Dispatch, Initial Year
$87.11 2 $174.22
802-7445 ProSupport Plus: 7x24 HW/SW Tech Support and Assistance, 5 Year $2,408.69 2 $4,817.38
802-7446 ProSupport Plus: Mission Critical 4-Hour 7x24 On-Site Service with
Emergency Dispatch, 4 Year Extended
$449.93 2 $899.86
951-2015 Thank you for choosing Dell ProSupport Plus. For tech support, visit
//www.dell.com/contactdell
$0.00 2 $0.00
997-6306 Info 3rd Party Software Warranty provided by Vendor $0.00 2 $0.00
825-8623 Certified Deployment Partner T1 or Distributors $0.00 2 $0.00
450-AASX Dell Networking, Jumper Cord, 250V, 12A, 2 Meters, C13/C14, US $6.19 4 $24.76
210-AXLU Cables & Others Virtual Base $0.00 2 $0.00
407-BCZR Dell Networking, Transceiver, SFP+, 10GbE, SR, 850nm Wavelength,
300m Reach
$308.93 12 $3,707.16
470-BBCX Dell Networking, Cable, SFP28 to SFP28, 25GbE,Passive Copper Twinax
Direct Attach Cable,3 Meter
$46.80 40 $1,872.00
470-ABOU Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper
Direct Attach Cable, 0.5 Meter
$116.08 4 $464.32
470-ACLK Dell Networking Cable, OM4 LC/LC Fiber Cable, (Optics required), 5
Meter
$108.60 12 $1,303.20
450-AAFH Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 $7.48 36 $269.28
929-3709 Thank you for Your Order $0.00 2 $0.00
Quote #003376 v1 www.redesign-group.com516
(4) Dell S5224F - Both Sites Included and (2) S3048 Mgmt Switch - 60
Months Support + Cables and Optics Added
Description Price Qty Ext. Price
935-6720 Thank you for Your Order $0.00 2 $0.00
Subtotal:$73,683.34
Buyback and Trade-in Credit
Description Price Qty Ext. Price
BBTIC
Dell SC4020 6/30/2023 B4LS132
Dell SC4020 6/30/2023 D4LS132
PowerEdge R630 6/26/2022 H25RR52
PowerEdge R630 6/26/2022 H25PR52
PowerEdge R630 6/26/2022 H25QR52
($37,895.65)1 ($37,895.65)
Subtotal:($37,895.65)
DELL ONE TIME PRICE INCENTIVE - MUST BE ORDERED IN
SEPTEMBER AND MUST BE A REFERENCE
Description Price Qty Ext. Price
BUILD DELL ONE TIME PRICE INCENTIVE - MUST BE ORDERED IN SEPTEMBER
AND MUST BE A REFERENCE
($104,218.17)1 ($104,218.17)
Incentive DELL ONE TIME PRICE INCENTIVE - MUST BE ORDERED IN SEPTEMBER
AND MUST BE A REFERENCE
1
Subtotal:($104,218.17)
Implementation
Description Price Qty Ext. Price
[re]DESIGN All Inclusive Professional Services - Both Sites Included
[RE]DESIGN White Glove Fixed Scope Implementation - included
$0.00 1 $0.00
Quote #003376 v1 www.redesign-group.com517
Implementation
Description Price Qty Ext. Price
Subtotal:$0.00
Cost Breakdown
Description Qty
Cost Breakdown with Incentive Applied
HW: $243,689.81
SW: $162,408.20
SUP: $185,210.00
Quote #003376 v1 www.redesign-group.com518
City of Moorpark | City of Moorpark - Data Center Modernization Delivered: August 30, 2023
Valid through: September 29, 2023Quote # 3376, Version 1
Quote Summary
Description Amount
(10) E560F All Flash Nodes Each Site - Includes vSAN Licensing, vSphere and Windows Data Center - 60 Months Support $659,738.49
(4) Dell S5224F - Both Sites Included and (2) S3048 Mgmt Switch - 60 Months Support + Cables and Optics Added $73,683.34
Buyback and Trade-in Credit ($37,895.65)
DELL ONE TIME PRICE INCENTIVE - MUST BE ORDERED IN SEPTEMBER AND MUST BE A REFERENCE ($104,218.17)
Implementation $0.00
Subtotal:$591,308.01
Estimated Tax:$19,644.13
Total:$610,952.14
Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. After orders
are placed, a final invoice will be provided that shall include all applicable taxes, shipping charges, and payment terms not
included herein. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per
month, or at the highest interest rate allowable under California law. By signing below, the above-named Company, acting under
due and proper authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group.
The [RE]DESIGN Group City of Moorpark
Signature:
Name:Phil Sanginario
Title:
Date:
Signature:
Name:
Date:
Quote #003376 v1 www.redesign-group.com519
Q-003969 Version 1
Tuesday, August 22
Chris Thompson
City of Moorpark
cthompson@moorparkca.gov
City of Moorpark -
Fortinet Modernization
City of Moorpark
forbyKasey Hunt
Account Manager
The [RE]DESIGN Group
khunt@redesign-group.com 520
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
redesign-group.com
(424) 207-1600
Fortinet Modernization
Description Price Qty Ext. Price
CMAS CMAS Contract 3-20-70-3838B $0.00 1 $0.00
FN-TRAN-SFP+SR 10GE SFP+ transceiver module, short range 10GE SFP+ transceiver
module, short range for systems with SFP+ and SFP/SFP+ slots
$106.52 4 $426.09
FN-TRAN-SFP+LR 10GE SFP+ transceiver module, long range 10GE SFP+ transceiver
module, 10km long range for systems with SFP+ and SFP/SFP+ slots
$300.75 4 $1,203.00
FN-CABLE-SFP+1 10 GE SFP+ passive direct attach cable, 1m 10 GE SFP+ passive
direct attach cable, 1m for systems with SFP+ and SFP/SFP+ slots.
$75.00 2 $150.00
FS-1048E FortiSwitch-1048E Layer 2/3 FortiGate switch controller compatible
switch with 48 x GE/10GE SFP/SFP+ slots and 6 x 40GE QSFP+ or 4 x
100GE QSFP28. Dual AC power supplies
$14,878.19 2 $29,756.38
FC-10-1E48F-247
-02-60
FortiSwitch-1048E 5 Year FortiCare Premium Support $9,467.94 2 $18,935.88
FS-SW-LIC-1000 FortiSwitch Advanced Features License SW License for FS-1000
Series Switches to activate Advanced Features
$1,082.81 2 $2,165.62
FC-10-148FF-247-
02-60
FortiSwitch-148F-FPOE 5 Year FortiCare Premium Support $1,091.56 14 $15,281.84
FS-148F-FPOE FortiSwitch-148F-FPOE FortiSwitch-148F-FPOE is a
performance/price competitive L2+ management switch with 48x
GE port + 4x SFP+ port + 1x RJ45 console. Port 1- 48 are POE ports
with automatic Max 740W POE output limit (48 port)
$1,715.31 14 $24,014.34
FC-10-S124F-247-
02-60
FortiSwitch-124F-FPOE 5 Year FortiCare Premium Support $697.81 3 $2,093.43
FS-124F-FPOE FortiSwitch-124F-FPOE L2+ managed POE switch with 24GE + 4SFP
+, 24port POE with max 370W limit and smart fan temperature
control
$1,096.56 3 $3,289.68
FAP-431G-A FortiAP-431G Indoor Wireless AP - Tri radio (Wi-Fi-6E IEEE 802.11ax
Tri-band 2.4/5/6GHz and dual 5G operation 4+4+4 4 streams 3
radios), internal antennas, 2x 5G Base-T RJ45, BT/BLE, 1x Type A
USB, 1x RS-232 RJ45 Serial Port.
$990.00 8 $7,920.00
FC-10-PG431-247
-02-60
FortiAP-431G 5 Year FortiCare Premium Support $630.00 8 $5,040.00
FG-201F-BDL-811
-60
FortiGate-201F Hardware plus 5 Year FortiCare Premium and
FortiGuard Enterprise Protection
$25,142.91 2 $50,285.82
Subtotal:$160,562.08
Page 2 of 5 521
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
redesign-group.com
(424) 207-1600
Implementation
Description Price Qty Ext. Price
[RE]DESIGN White Glove Fixed Scope Implementation - Included
[RE]DESIGN White Glove Fixed Scope Implementation - included
$0.00 1 $0.00
Subtotal:$0.00
Cost Breakdown
Description Qty
Cost Breakdown
HW: $117,045.27
SW: $2,165.63
SUP: $41,351.18
Page 3 of 5 522
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
redesign-group.com
(424) 207-1600
[re]DESIGN Terms and Conditions
1.Process of Quoting and Ordering
Customer may request a quote through [re]DESIGN for any products from associated vendors. Quoted prices are effective until the expiration date of the
Quote. Customer may place an Order for the offerings quoted by (i) issuing a Customer Purchase Order that references such Quote and, if applicable, contract
code or (ii) executing [re]DESIGN Quote in the form of signature and date. Orders may be returned if product arrives damaged, missing items, or is incorrect
based on agreed upon Quote.
2.Product Delivery, Shipment, Transfer of Risk & Title & Acceptance
2.a Shipment; Unless otherwise agreed, [re]DESIGN will arrange for shipment of the ordered products to the ship-to address indicated by Customer. Delivery
dates are indicative and will be provided as soon as available, updates provided to Customer directly by [re]DESIGN. Software may be provided by delivery of
physical media or through electronic means to the email address provided by Customer. Customer shall notify [re]DESIGN within 21 days of invoice date if
Customer believes any product included in the order is missing, wrong, or damaged and shall ensure that the intended installation site meets the specifications
as per the product documentation.
2.b Transfer of Risk and Title; Costs Risk of loss for equipment and physical media transfers to Customer upon delivery. Title to sold Equipment passes to
Customer upon delivery. "Delivery" for equipment occurs when carrier completes delivery at Customers designated point of shipment. "Delivery" of software
occurs either when Customer is notified by [re]DESIGN that software is available for download, or when carrier completes delivery at Customers designated
point of shipment. Unless otherwise agreed, cost of transit insurance on behalf of Customer shall be included in the total price on the stated Quote.
2.c Acceptance; All products will be deemed to be accepted upon Delivery. Customer may return products if damaged, missing items, incorrect per Quote
agreed upon.
3.Invoicing, Payment Terms, and Taxes
3.a Invoicing; [re]DESIGN shall invoice Customer in the currency agreed in the Order. If Customer is tax exempt, customer must provide tax exemption letter to
[re]DESIGN. Otherwise, [re]DESIGN is obligated by applicable law to collect and remit any taxes or fees from Customer on final invoice for Order. It will be
added as a separate line item in accordance with statutory requirements. [re]DESIGN will invoice Customer on Net30 terms from date of shipment of Order. All
invoice terms will be deemed accurate unless Customer advises [re]DESIGN within 10 days following receipt.
If Customer advises [re]DESIGN of a material error, (a) any amounts corrected by [re]DESIGN shall be paid by Customer within 14 days of correction, and (b)
all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and
[re]DESIGN concludes the amount is accurate, Customer must pay interest of 1.5% on the unpaid disputed amount from the due date until [re]DESIGN's
receipt of payment. Customer may offset, defer or deduct any invoiced amounts that [re]DESIGN determines are incorrect following the notification of the
process started above.
3.b Payment Terms; Customer shall pay [re]DESIGN's invoices in full and in the same currency as [re]DESIGN's invoice within the time noted on [re]DESIGN's
invoice. Standard terms are Net30. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or
at the highest interest rate allowable under California law.
3.c Taxes; The charges due hereunder are exclusive of, and customer shall pay or reimburse [re]DESIGN for all value added (VAT), sales, use, excise,
withholding, personal property, goods and services and other similar taxes, governmental fees, levies, customers and duties resulting from Customer's
purchase, except for taxes based on [re]DESIGN's net income, gross revenue, or employment obligations. If Customer qualifies for tax exemption, Customer
must provide [re]DESIGN with a valid certificate of exemption or other appropriate proof of exemption. If customer is required to withhold taxes, then Customer
will within 60 days of remittance to the applicable tax authority provide [re]DESIGN with satisfactory evidence (e.g., official withholding tax receipts) that
Customer has accounted to the relevant authority for the sum withheld or deducted. Otherwise, [re]DESIGN will charge customer for the amount that Customer
has deducted for the transaction.
In addition to the foregoing terms, this Quote, as it relates to the Dell Technologies items, is governed by and subject to the Commercial Terms of
Sale available at https://i.dell.com/sites/csdocuments/Legal_Docs/en/dell_commercial_terms_of_sales.pdf and available in hard copy upon request
and is incorporated in its entirety in this Quote and which the Customer acknowledges having read and agrees to be bound by such online terms.
Page 4 of 5 523
2629 Manhattan Ave, Suite 307
Hermosa Beach, CA 90254
redesign-group.com
(424) 207-1600
City of Moorpark - Fortinet Modernization
Prepared by:Prepared for:Quote Information:
The [RE]DESIGN Group City of Moorpark Quote #: 003969
Kasey Hunt
405-761-9126
khunt@redesign-group.com
799 Moorpark Avenue
Moorpark, California 93021
Chris Thompson
cthompson@moorparkca.gov
Version: 1
Delivery Date: 08/22/2023
Expiration Date: 09/18/2023
Quote Summary
Description Amount
Fortinet Modernization $160,562.08
Implementation $0.00
Subtotal:$160,562.08
Estimated Tax: $8,485.78
Total:$169,047.86
Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. Payment Terms are
Net 30. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included
herein. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at
the highest interest rate allowable under California law. By signing below, the above-named Company, acting underdue and proper
authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group.
The [RE]DESIGN Group City of Moorpark
Signature:
Name:
Title:
Date:
Signature:
Name:
Date:
Page 5 of 5 524
Form: California NASPO SPA rev July 2021 Page 1 of 7
SPECIAL PURPOSE ADDENDUM TO DELL’S RESELLER TERMS OF SALE
Dell Marketing L.P. (Dell)And (Reseller)
One Dell Way
Round Rock, TX 78682
Reseller Tax ID No.:
Reseller Contract Manager:
Telephone:
Email:
Reseller Sales Contact:
Telephone:
Email:
Reseller Reporting Contact:
Telephone:
Email:
1. INTRODUCTION; DEFINITIONS
1.1.This Special Purpose Addendum (Addendum) to Dell’s Reseller Terms of Sales located at www.dell.com/resellerterms
(Reseller Terms of Sale) is made by and between Dell and Reseller (each a Party, and collectively, the Parties).
1.2.Customer means the contracting entity with whom Dell has executed a Dell-Held Contract.
1.3.Dell-Held Contract means the following agreement(s) made by and between Dell and Customer, together with all
representations and certifications required by Customer in connection with those agreement(s): The contract name is:
NASPO ValuePoint Participating Addendum State of California and the customer agreement number is:7-15-70-
34-003. A hyperlink or copy of the Dell-Held Contract(s) will be provided to the Reseller.
1.4.End-Users means entities that are (a) eligible to purchase products and services under the Dell-Held Contract, and (b)
listed in Attachment 1 hereto.
1.5.Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed thereto in the Reseller
Terms of Sale. The term Agreement as defined in the Reseller Terms of Sale means the Reseller Terms of Sale as
modified and supplemented by this Addendum (while such Addendum is in effect).
2. APPOINTMENT
2.1. Appointment. Subject to the terms and conditions of this Addendum and Reseller’s compliance therewith, Dell appoints
Reseller to resell Products and Services to End-Users under the Dell-Held Contract. Reseller must make all purchases
through Dell directly and may not purchase through any Distributor. Reseller acknowledges that this appointment to resell
under the Dell-Held Contract may not be exclusive. Reseller shall not claim to represent Dell as the exclusive seller of
Products and Services in any state or region, or for any specific customer, under the Dell-Held Contract. Reseller shall not
make any claim which might be interpreted as an offer of favorable pricing resulting from a preferred or exclusive position
with regard to its authorization under the Dell-Held Contract. Reseller may only sell those products and services listed on
the Dell-Held Contract.
2.2.Reseller shall not sell, and acknowledges it is not permitted to sell, its own products or services to Customer or End-
Users under the Dell-Held Contract, including (but not limited to) installation and/or deployment of products that were
purchased under the Dell-Held Contract.
2629 Manhattan Ave. #307
Hermosa Beach, CA 90254
81-1775342
525
Form: California NASPO SPA rev July 2021 Page 2 of 7
2.3.Approval by Customer. Reseller acknowledges that its ability to sell to End-Users under a Dell-Held Contract is
dependent upon the Customer’s acceptance and authorization. Reseller will follow the Customer’s reseller application and
authorization process. Reseller shall not quote or sell any products or services under any Dell-Held Contract before the
Customer grants authorization and, if applicable, publiclly posts Reseller’s name as an authorized reseller on that Dell-Held
Contract.
3. TERMS AND CONDITIONS OF SALE
Reseller’s purchases of Products and Services from Dell hereunder are subject to and governed by the Reseller Terms of
Sale. Reseller’s resale to End-Users shall be subject to and governed by the Dell Technologies Partner Program
Agreement which may be found at https://partner.dell.com/en-us/partner/terms-and-conditions.htm, the Reseller Terms of
Sale, and the Dell-Held Contracts. The Reseller Terms of Sale and the Dell Technologies Partner Program Agreement are
incorporated herein by reference in their entirety. In the event of conflicting terms, the following order of precedence shall
apply, but only to the extent of such conflict: first, the terms and conditions of the applicable Dell-Held Contract; second,
this Addendum; third, the Dell EMC Partner Program Agreement; and fourth, the Reseller Terms of Sale.
4. SPECIAL PURPOSE PROVISIONS.
4.1.Compliance. Reseller shall familiarize itself (and ensure its personnel familiarize themselves) with all terms and
conditions of the Dell-Held Contract. Reseller shall perform in accordance with and conform to all terms and conditions in
the Dell-Held Contracts.
4.2. Reporting. Reseller shall provide all reports and information that (a) are necessary for Reseller to comply or (b) Dell
deems necessary for Dell to comply with the reporting requirements of the Dell-Held Contracts. Reseller shall submit all
required reports in a timely manner, but in no event later than Dell’s requested deadline, so as to allow Dell adequate time
to prepare its own reports and meet its obligations under the Dell-Held Contracts. Should the reporting requirements of
the Dell-Held Contracts change during the term of this Addendum, Dell will inform Reseller in writing, and Reseller shall
respond acknowledging such change. Reseller agrees and understands that accurate and timely reporting is a primary
criterion of Dell’s compliance with the Dell-Held Contracts, and Reseller’s failure to comply with any reporting requirement
established by Dell shall be a material breach of the Addendum. Reseller shall comply with the following requirements as
well as any other that Dell may establish:
4.2.1.Reseller will be provided with a Contract Code. Reseller must use this Contract Code on every Order under
the Dell-Held Contract. This Contract Code enforces pricing and other terms and conditions of the Dell-Held Contract.
It also insures that Dell pays the appropriate administrative fees owed in the Dell-Held Contract. Failure to use this
Contract Code on all orders executed on this Addendum shall constitute a material breach of the Addendum and,
notwithstanding anything to the contrary herein, Dell shall have the right to terminate this Addendum immediately upon
written notice to Reseller.
4.2.2.Reseller shall provide, on a monthly basis, detailed sales reports on all Products and Services that Reseller
purchased from Dell and resold to End-Users during the previous month under the Dell-Held Contract whether or not
the Reseller had any sales during the previous month under the Dell-Held Contract. Reseller shall provide its report no
later than Dell’s requested deadline. Failure to provide detailed sales reports by Dell’s requested deadline shall
constitute a material breach of the Addendum and, notwithstanding anything to the contrary herein, Dell shall have the
right to terminate this Addendum immediately upon written notice to Reseller.
4.2.3.Each report shall include the following: (a) name and location of the End-User, (b) unit price, (c) quantity, (d) total
price charged to the End-User, (e) Dell-Held Contract required pricing to End User (if none stated, then the Dell-Held
Contract ceiling rate), (f) any difference between the price in (d) and (e), and (g) any other data specified in Attachment
1 or required by Dell or the Dell-Held Contract.
4.2.4.Reseller shall provide its reports in a format specified by Dell (such as but not limited to .xls).
4.2.5.Unless otherwise instructed by Dell, Reseller shall electronically transmit its reports to Dell. The specific method
of electronic transmission will be specified by Dell.
4.2.6.Changes in contact information is the responsibility of reseller to notify Dell in a timely manner to the
PEI_Compliance@dell.com mailbox. Missed reporting activities as a result of wrong contact information is the
responsibility of the Reseller and not an acceptable reason to not report. Failure to provide changes in contact
information which results in breach of paragraph 4.2.1 shall constitute a material breach of the Addendum and,
notwithstanding anything to the contrary herein, Dell shall have the right to terminate this Addendum immediately upon
written notice to Reseller.
75526
Form: California NASPO SPA rev July 2021 Page 3 of 7
4.3.Fees. Unless otherwise required by the Customer or the Dell-Held Contract, the fees payable under the Dell-Held
Contract are Dell’s responsibility and Reseller will not be responsible for payment of such fees either to Dell or to the
Customer.
4.4.Records Retention. Reseller agrees to provide requested data, retain purchase and sales records, and make such
records available to Dell as requested and to Customer or End-Users as required by the Dell-Held Contracts or as by the
state law governing the transaction in question.
4.5.Pricing. Reseller is free to set its resale pricing of Products and Services to End-Users, provided that such prices
conform to the Dell-Held Contract (including any minimum discount or maximum price limitations set forth in the Dell-Held
Contract by Customer). Dell may require Reseller to issue payments to Dell or to End-Users for any overcharges that do
not conform to the Dell-Held Contact. Overcharges to the customer that do not conform to the Dell-Held Contract shall
constitute a material breach of the Addendum and, notwithstanding anything to the contrary herein, Dell shall have the right
to terminate this Addendum immediately upon written notice to Reseller..
4.6.Certification. Reseller shall sign all representations and certifications required by Dell.
4.7.Training & Security and Background Checks. Reseller shall ensure that all personnel who will interact with third
parties (including but not limited to End-Users and Customer) in connection with a Dell-Held Contract complete all training
required by Dell, including but not limited to, sales training, compliance training, and refresher courses. In addition, Reseller
shall perform security and background checks of its personnel in the same manner and to the same extent that Dell is
obligated to perform security and background checks of Dell personnel as required by the Dell-held Contract, Customer and
End-Users.
4.8.Minimum Revenue. Reseller shall generate a minimum of $250K Dell revenue annually, as determined by Dell in its
sole discretion (the “Dell Revenue Obligation”). If Reseller fails to meet the Dell Revenue Obligation, then Dell shall have
the right to terminate this Addendum immediately upon written notice to Reseller.
4.9.Shipping and Handling.
4.9.1.Reseller to End-Users: If and to the extent required by the Dell-Held Contract, and as reflected in Dell’s
quotation, Reseller will provide End-Users free standard ground shipping and shall also provide any associated logistics
services such as (but not limited to) inside delivery to one location without charge.
4.9.2.Dell to Reseller. If and to the extent required by the Dell-Held Contract, and as reflected in Dell’s quotation, and
regardless of the End-User’s specified ship-to location, Dell will provide, at no charge to Reseller, standard 3-5 day
ground shipping. Dell will also provide any associated logistics services such as (but not limited to) inside delivery to
one location without charge using Dell’s selected carrier. If Dell’s carrier is used, Dell will bear the risk of loss of, or any
damage to, the Products during shipping from Dell. Nothing under this Section shall alter when title to the Products
transfers. Any additional required logistics are available at an additional logistics fee and must be specified by Reseller
at the time of order.
4.9.3.Value Added Logistics (VALS): Any additional VALS, i.e. date/time specific delivery, de-palletization, inside
delivery to multiple locations, set up, etc. must be added at the time the order is placed and must be paid to Dell by
Reseller.
4.10. Return Policy. Subject to subsections (a) through (c) below, and provided that the reason for return is not due to
Reseller’s error, Reseller may return Products purchased hereunder, but only to the extent that the intended End-User is
entitled to return such Products under the Dell-Held Contracts, and, in those cases, subject to the same terms, conditions
and restrictions, including, without limitation, the return periods, set forth in the applicable Dell-Held Contract. Reseller is
solely responsible for ensuring that (a) it accurately translates the End-User’s requirements into an accurate request for
quote/proposal to Dell; (b) Dell’s quotation in response thereto accurately and completely reflects the End-User’s
requirements; and (c) any resultant purchase order to Dell is compliant with the End-User's requirements. Reseller shall
have no recourse to Dell (nor return rights) for any errors on the part of Reseller. Reseller will inform each End-User in
writing of the return policy applicable to Products at or prior to the time Reseller issues a quote for such Products to the
End-User.
4.11. Indemnity. Reseller shall defend and indemnify Dell against any claim or action from Customer, any End-User, or
any other third party resulting from or relating to any breach, alleged breach, or compliance failure by Reseller of this
Addendum, the Reseller Terms of Sale, or the Dell-Held Contracts.
76527
Form: California NASPO SPA rev July 2021 Page 4 of 7
5. TERM AND TERMINATION
5.1. Term. Unless earlier terminated as provided herein, the Term of this Addendum begins on the date of Dell’s signature
below (Effective Date) and the end date will be the earlier of the dates checked below:
Coterminous with the Dell-Held Agreement
Addendum End Date: ______
5.2. Termination.
5.2.1.Should applicable Dell-Held Contracts be suspended or terminated during the term of this Addendum, Dell’s
authorization for Reseller to resell to End-Users will automatically be terminated on the same date as the termination of
the Dell-Held Contract.
5.2.2.This Addendum will terminate automatically if Reseller voluntarily withdraws, or is suspended or terminated, from
the Dell EMC Partner Program for any reason.
5.2.3.Thirty Day No Cause Termination. Either Party may terminate this Addendum in such Party’s sole discretion,
with or without cause, upon at least thirty (30) days prior written notice to the other Party.
5.2.4.Termination for Cause. Either Party may at its option, and upon written notice to the other Party, immediately
terminate this Addendum if:
5.2.4.1. a material violation or breach of this Addendum or the Reseller Terms of Sale by the other Party is
not remedied within ten (10) days after the breaching Party’s receipt of written notice of the violation or breach
5.2.4.2. the other Party admits in writing its inability to pay its debts generally as they become due, files a
petition for bankruptcy or executes an assignment for the benefit of creditors or similar document; (iii) a receiver,
trustee in bankruptcy or similar officer is appointed for the other Party’s property; or (iv) a majority interest of
the equity or assets of the other Party is transferred to an unrelated third party or this Addendum is assigned
by Reseller without Dell’s prior written consent. In addition, Dell may immediately terminate this Addendum if
Dell determines, in Dell’s sole discretion, that Reseller engaged in unethical conduct or that continuing the
Addendum will cause Dell to be in breach of any Dell-Held Contract or otherwise jeopardize that or any other
contract Dell has with the Customer or an End-User.
5.3.Effect of Termination. Upon any termination of this Addendum, the provisions of this Addendum shall continue to
apply to all orders accepted by Dell prior to the Effective Date of such termination. Termination of this Addendum shall not
relieve Reseller of any obligation to make payments that are owed to Dell. Termination shall not exclude other remedies
for failure of a Party to perform its obligations. Upon termination of this Addendum, the rights and obligations of the Parties
that are executory shall survive any termination or expiration of this Addendum.
6. NOTICE
Any notice given under this Addendum must be in writing (for which email shall suffice) and will be effective when delivered
to the other Party at the address set forth below for that Party. Notice addresses may only be changed in writing by the
Parties by following the notice provisions of this Section. The Parties hereby appoint liaisons for notice and communication
purposes under this Addendum as identified below:
DELL MARKETING L.P.RESELLER
Attn. Contracts Manager
Dell Legal Department
One Dell Way
Round Rock, Texas 78682
Public_legal@dell.com
See contact information on page 1
7. MISCELLANEOUS
7.1.Entire Addendum. This Addendum (including the attachments hereto and the Reseller Terms of Sale) constitutes the
entire integrated agreement between the Parties with respect to the subject matter hereof and supersedes all prior written
or oral understandings or agreements between the Parties relating to the same. The terms of this Addendum will control
and supersede the pre-printed terms on Reseller’s order or order acknowledgment.
7.2.Modification by Writing Only. No modification of this Addendum, including any attachments hereto, will be binding
77528
Form: California NASPO SPA rev July 2021 Page 5 of 7
on either Party unless and until the modification is set forth in a writing specifically referencing this Addendum and signed
by an authorized representative for each Party. Notwithstanding the foregoing, the Parties agree the Reseller Terms of
Sale and the Dell EMC Partner Program Agreement terms and conditions may be modified by Dell unilaterally from time to
time, and the attachments hereto may be modified by Dell unilaterally to comply with Dell’s obligations or covenants to the
Customer or End-Users.
7.3. Counterparts: This Addendum may be executed in counterparts (including by means of facsimile or pdf signature
pages), any one of which need not contain the signature of more than one Party, but all such counterparts taken together
shall constitute one and the same agreement.
7.4. Debarment Certification: Reseller certifies, and shall certify on an annual basis hereafter, that Reseller has not been
subject to a federal, state or local government suspension or debarment from the contracting process within the past five
(5) years. Reseller agrees to notify Dell within ten (10) business days of any such debarment action that occurs during the
term of this Addendum.
[Remainder of page intentionally left blank; signature page to follow]
78529
Form: California NASPO SPA rev July 2021 Page 6 of 7
This Addendum has been executed on behalf of the Parties by their duly authorized representatives, to be effective as of
the Effective Date.
AGREED:
DELL MARKETING L.P.RESELLER: ___________________________________
By By
Name Name
Title Title
Date Date
Ashley Salinas
Contract Program Manager
3/2/2023
530
Form: California NASPO SPA rev July 2021 Page 7 of 7
ATTACHMENT 1
1.DELL-HELD CONTRACT(S): Master Agreement No. MNWNC-108 for NASPO ValuePoint Cooperative
Purchasing Program, California Participating Addendum No. 7-15-70-34-003
California - Dell NASPO ValuePoint Participating Addendum:
https://www.delltechnologies.com/en-us/industry/state-local-government/contracts/naspo-
computer/california.htm
2.AUTHORIZED END-USERS & EXCLUSIONS:
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.Exclusions.
80531
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7)
STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return)
BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above)
MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)
CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2)
CORPORATION (see instructions on page 2)SOLE PROPRIETOR / INDIVIDUAL
MEDICAL (e.g., dentistry, chiropractic, etc.)SINGLE MEMBER LLC Disregarded Entity owned by an individual
PARTNERSHIP
ESTATE OR TRUST
LEGAL (e.g., attorney services)
EXEMPT (e.g., nonprofit)
ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must
match the name given in Section 1 of this form. Do not provide more than one (1) TIN.
The TIN is a 9-digit number. Note: Payment will not be processed without a TIN.
For Individuals, enter SSN.
If you are a Resident Alien, and you do not have and are not eligible to get an
SSN, enter your ITIN.
Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may
not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.
For Sole Proprietor or Single Member LLC (disregarded entity), in which the
sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB
prefers SSN).
For Single Member LLC (disregarded entity), in which the sole member is a
business entity, enter the owner entity’s FEIN. Do not use the disregarded
entity’s FEIN.
For all other entities including LLC that is taxed as a corporation or partnership,
estates/trusts (with FEINs), enter the entity’s FEIN.
Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___ ___
Section 4 – Payee Residency Status (See instructions)
CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California.
CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding.
No services performed in California
Copy of Franchise Tax Board waiver of state withholding is attached.
Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.
Should my residency status change, I will promptly notify the state agency below.
NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS
SIGNATURE DATE TELEPHONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:
STATE AGENCY/DEPARTMENT OFFICE UNIT/SECTION
MAILING ADDRESS FAX TELEPHONE (include area code)
CITY STATE ZIP CODE E-MAIL ADDRESS
The Drala Project, Inc
The [RE]DESIGN Group
2629 Manhattan Ave Suite 307
Hermosa Beach, CA 90254 SalesOpsUS@redesign-group.com
8 1 1 7 7 5 3 4 2
Phil Sanginario President psanginario@redesign-group.com
9/13/2022 3109448926
Print Form Reset Form
81532
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7)
STD 204 (Rev. 03/2021)
GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.
Prompt return of this fully completed form will prevent delays when processing payments.
Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).
NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.
A completed Payee Data Record, STD 204 form, is required for all payees (non-gov ernmental entities or individuals) entering into a transaction that may lead to a
payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from
multiple state agencies with which you do business.
Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required
payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099)
are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).
Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subjec t to IRS TIN matching (when
applicable).
Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return.
Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the
individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name.
Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level.
Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match
to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.
Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.
Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement
to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.
Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for…
Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual
Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual
Partnerships Limited Liability Partnerships (LLP) and, LLC treated as a Partnership Partnerships
Estate Trust (other than disregarded Grantor Trust) Estate or Trust
Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery
care, dentistry, etc. LLC that is to be taxed like a Corporation and is medical in nature
Corporation-Medical
Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal
or law related matters, etc.) LLC that is to be taxed like a Corporation and is legal in nature
Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt
Corporation that does not meet the qualifications of any of the other corporation types listed above LLC
that is to be taxed as a Corporation and does not meet any of the other corporation types listed above
Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer
Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of
Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.
Section 4 – Payee Residency Status
Are you a California resident or nonresident?
A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in
California.
A partnership is considered a resident partnership if it has a permanent place of business in California.
An estate is a resident if the decedent was a California resident at time of death.
A trust is a resident if at least one trustee is a California resident.
o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and
any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose
that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short
duration will be considered a nonresident.
For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:
Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: wscs.gen@ftb.ca.gov
For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov
Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is
provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signe e can
provide a power of attorney documented for the individual.
Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.
Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to
disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority
such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the
requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the
right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the
accounts payable unit of the state agency(ies) with which you transact that business.
All questions should be referred to the requesting state agency listed on the bottom front of this form. 82533
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 1 of 7
Dell Customer Communication - Confidential
EMC Corporation
Indirect Value Added Reseller Agreement
Pursuant to
NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related
Peripherals & Services
Contract No. MNWNC-109
This NASPO ValuePoint (formerly WSCA-NASPO) Indirect Value Added Reseller Agreement
(“Agreement”) is made between EMC Corporation (“EMC”) and _The RE DESIGN Group________
(“VAR”) and is entered into on the date of final signature by EMC (“Effective Date”). This NASPO
ValuePoint VAR Agreement is for fulfillment of orders under the EMC NASPO ValuePoint Master
Agreement for Computer Equipment: Storage Related Peripherals & Services Contract No. MNWNC-109
and all Participating Addenda as listed in Exhibit A (“NASPO ValuePoint Storage Contract”).
1.Scope
This Agreement sets out the terms and conditions under which VAR will resell EMC products or
services and fulfill orders under the NASPO ValuePoint Storage Contract, and is the basis of
authorization for VAR to sell to the Participating States or other Participating Entities as defined in the
NASPO ValuePoint Storage Contract.
2.EMC NASPO ValuePoint Authorization
2.1. VAR agrees that this Agreement is required as a condition for EMC authorization of VAR to sell
EMC products or services to eligible purchasing entities under the NASPO ValuePoint Storage
Contract.
2.2. VAR agrees that EMC may cancel its authorization for VAR to sell EMC products or services
under the NASPO ValuePoint Storage Contract under the termination provisions of this
Agreement.
2.3. VAR is authorized to resell EMC products and services listed on the NASPO ValuePoint Storage
Contract that VAR acquires from an EMC authorized distributor. VAR’s terms of purchase are
governed by VAR’s reseller agreement with VAR’s distributor (“Reseller Agreement”). VAR
must maintain a Reseller Agreement with an EMC authorized distributor through the life of this
Agreement.
2.4. Nothing in this Agreement shall establish a direct reseller relationship between EMC and VAR.
3.NASPO ValuePoint Storage Contract Binding on VAR; Indemnity for Breach
3.1. VAR acknowledges receipt of a complete copy of the NASPO ValuePoint Storage Contract.
3.2. VAR agrees to be bound by the terms and conditions of the NASPO ValuePoint Storage Contract
and shall be liable to NASPO ValuePoint, entities associated with all Participating Addenda listed
in Exhibit A and EMC for any breach by VAR.
3.3. VAR shall defend, indemnify and hold EMC harmless from any and all liability, claims, and
expenses of whatever kind and nature for failure by VAR to comply with the terms and
conditions of the NASPO ValuePoint Storage Contract.
534
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 2 of 7
Dell Customer Communication - Confidential
4.Term and Termination
4.1. This Agreement begins on the Effective Date and shall co-terminate with the NASPO ValuePoint
Storage Contract, unless terminated earlier as follows.
4.2. This Agreement shall automatically terminate with the termination or expiration of the Reseller
Agreement.
4.3. Either party may terminate this Agreement without cause with thirty (30) days written notice to
the other party.
4.4. Either party (individually “Terminating Party”) may, by written notice, terminate the whole or any
part of this Agreement for cause if the non-terminating party fails materially or repeatedly to
perform an obligation of such party hereunder, and has not cured such failure within ten (10)
Business Days of receipt of written notification by the Terminating Party of such failure to
perform, or within any extension granted in writing by the Terminating Party.
4.5. Notwithstanding anything herein to the contrary, no termination of this Agreement shall release
either party from its obligation to pay the other party any amounts which accrued prior to such
termination, or relieve either party from an obligation to fulfill any outstanding obligations or
remedy a breach of the Agreement or NASPO ValuePoint Storage Contract.
4.6. Termination of this Agreement or the Reseller Agreement shall cancel VAR’s authority to act as a
reseller to sell under the NASPO ValuePoint Storage Contract.
5.Placement and Fulfillment of Orders
5.1. Purchase Orders under the NASPO ValuePoint Storage Contract are subject to the terms and
conditions of the NASPO ValuePoint Storage Contract.
5.2. Purchase Orders under the NASPO ValuePoint Storage Contract shall be placed by Participating
States and Participating Entities directly with VAR.
5.3. VAR will fulfill orders and submit its invoice as indicated in the Purchase Order.
6.NASPO ValuePoint Storage Contract Prices
6.1. Prices charged by VAR shall not exceed the prices set forth in the NASPO ValuePoint Storage
Contract.
6.2. EMC agrees to provide NASPO ValuePoint Storage Contract pricing updates to VAR as
frequently as updates are provided to NASPO ValuePoint. EMC will post all updates to the
prices offered under the NASPO ValuePoint Storage Contract on its NASPO ValuePoint Storage
Contract website at: https://www.emc.com/emcnaspovaluepoint . The VAR is responsible for
verifying prices on the EMC NASPO ValuePoint Storage Contract website prior to providing a
quotation under the NASPO ValuePoint Storage Contract.
7.Transaction Reporting and Purchase Order Copies
7.1. VAR shall provide a monthly transaction report, in a form specified by EMC, by the 5th business
day following each month end. Partner shall not make a separate report to NASPO ValuePoint or
to the individual State. Failure to file the monthly reports on a timely basis may constitute
grounds for termination of this Agreement for cause. Transaction reports in Excel format should
be emailed to EMC at SLED.Compliance@emc.com or faxed to (888) 580-6069.
535
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 3 of 7
Dell Customer Communication - Confidential
7.2. VAR shall provide EMC with copies of all customer Purchase Orders received under the NASPO
ValuePoint Storage Contract with the monthly transaction report to support all transactions listed.
7.3. EMC is responsible for filing the consolidated NASPO ValuePoint Storage Contract report (and
any required State reports) and paying any and all transaction fees associated with the NASPO
ValuePoint Storage Contract.
7.4. VAR shall maintain all records necessary to properly account for the payments made to the VAR
for sales made under the NASPO ValuePoint Storage Contract. These records will be retained by
VAR for a minimum of five years after the NASPO ValuePoint Storage Contract terminates or
final payment for any Purchase Order placed by a Purchasing Entity, or until all audits initiated
within the five years have been completed, whichever is later. VAR agrees to allow EMC, the
Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General) and any other duly authorized agent of a
governmental agency access to all the records for any order placed under the NASPO ValuePoint
Storage Contract, for audit and inspection, and monitoring of services. Such access will be during
normal business hours, or by appointment.
8.Incorporation by Reference
8.1. The NASPO ValuePoint Storage Contract is incorporated by reference as if set forth in full text.
All Purchase Orders issued to VAR pursuant to this Agreement are subject to the terms and
conditions of the NASPO ValuePoint Storage Contract.
9.Order of Precedence
9.1. As between the VAR and NASPO ValuePoint, in the event of a conflict between the terms of this
Agreement and the terms of the NASPO ValuePoint Storage Contract, the terms of the NASPO
ValuePoint Storage Contract shall prevail.
10.Notices
10.1. All notices, copies of Purchase Orders, directives, request or other written communications
required or permitted to be given or sent by this Agreement, shall be deemed given (i) by
overnight courier; (ii) by certified or registered mail; (iii) by US mail, (iv) by facsimile; or (v) by
Email. Notices will be sent to the address, facsimile number or email address set forth below, or
at such other address, facsimile number or email address as provided to the other party in writing.
In the case of EMC:
EMC Corporation
ATTN: State & Local
2999 Douglas Blvd, Suite 275
Roseville, CA 95661
Email: NASPO.ValuePoint@emc.com
FAX: 888-580-6069
Legal Notices to:
EMC Corporation
ATTN: Legal Department
176 South Street
Hopkinton, MA 01748
Email: legalnotices@emc.com FAX 703-970-5466
536
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 4 of 7
Dell Customer Communication - Confidential
In Case of VAR:
Email:
FAX:
10.2 Either party may, by a notice given in accordance with the foregoing, change its address or
designated recipient for notices. Any notice given as aforesaid shall be deemed to have been
received on the date of the Email, the overnight mail or courier receipt, on the date imprinted by
the facsimile machine, or five Business Days after deposit in the mail (first class, postage paid),
whichever is applicable, unless the addressee party is able to establish conclusively that such
notice was not received by it.
11.General
11.1. This Agreement constitutes the entire understanding and agreement between the parties hereto
with respect to the matters herein, and, except for those agreements that are incorporated by
reference, supersedes all prior or contemporaneous representations or agreements, written or oral,
with respect to the matters covered herein.
11.2. Neither party may assign this Agreement or any of its rights or obligations hereunder (including
without limitation rights and duties of performance) to any third party or entity, and this
Agreement may not be involuntarily assigned or assigned by operation of law, without the prior
written consent of the non-assigning party, which consent may be given or withheld by such non-
assigning party in the sole exercise of its discretion, except that either party may assign this
Agreement as part of an assignment to any successor corporation in the event of a merger or
acquisition.
11.3. Nothing in this Agreement is intended to create, or shall be construed as creating, a joint venture,
partnership, or agency, or taxable entity between the parties, or any right to pledge the other's
credit, it being understood that EMC and VAR are independent contractors.
11.4. This Agreement may not be altered, modified, amended or waived, in whole or in part, in any
way, except by an instrument in writing signed by a duly authorized official of EMC and VAR.
11.5. Performance of any obligation required of a party hereunder may be waived only by a written
waiver signed by a duly authorized official of the party for whose benefit such obligation was to
be performed. Any waiver shall in no way be construed as a waiver of any subsequent breach of
this Agreement by the other party.
11.6. If any provision of this Agreement is found void, invalid or unenforceable, it shall not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to
its terms.
11.7. Neither party shall be deemed in default if its performance or obligations hereunder are delayed
or become impossible or impractical by reason of any act of God, war, fire, earthquake, labor
dispute, act of government or government agency or officers, or any other cause beyond such
party's reasonable control.
The Drala Project, Inc. DBA The [RE]DESIGN Group
2629 Manhattan Ave #307
Hermosa Beach, CA 90254
salesopsus@redesign-group.com
N/A
537
538
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 6 of 7
Dell Customer Communication - Confidential
Exhibit A
EMC Corporation
Indirect Value Added Reseller Agreement
Pursuant to
NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related
Peripherals & Services
Contract No. MNWNC-109
Name of VAR – The RE DESIGN Group
Authorized Participating Entities:
1. California State Contract Number 7-15-70-34-004; EMC NASPO Master Price Agreement
Number MNWNC-109.
Note: The NASPO ValuePoint Storage Contract and all Participating Addenda may be found at:
https://www.emc.com/emcnaspovaluepoint
EMC CA NASPO Contract Code: C000000878001
539
NASPO ValuePoint Indirect VAR RR 04/24/15 Page 7 of 7
Dell Customer Communication - Confidential
Exhibit B
Master Agreement Addendum
NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related
Peripherals & Services
Contract No. MNWNC-109
! ! "
! #
! ! "
540
CONFIDENTIA Page 1 of 10
Dell’s Commercial Terms of Sales
1.Introduction
These terms and conditions (“Terms”) apply to all Products, Software and/or Services purchased by or on behalf of customer
(the legal person who agrees to buy the Products, Software and/or Services from Dell and is also identified in Dell’s quotation or
invoice) (“Customer”) direct from Dell (China) Company Limited with its registered offices at No.2388, Jinshang Road, Xiamen,
Fujian Province, China (“Dell”) for its internal use only, not for re-sale purposes and to the exclusion of all other terms and
conditions.
These Terms together with Dell’s Order Documents and Service Documents (as defined below) form a legally binding contract
between Customer and Dell for the purchase of Products, Software and Services (“the Agreement”).
If Customer and Dell have a separate agreement in place for the purchase of Products, Software or Services, that agreement,
along with relevant Order Documents and Service Documents (if any) shall apply instead of these Terms. The Customer
acknowledges that it is aware of the contents of and agrees to be bound by these Terms. Neither Dell's acknowledgment of a
purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be
deemed an acceptance of such terms and conditions or a waiver of the provisions hereof . The Agreement shall not be deemed to
have come into existence until the Customer’s order has been accepted by Dell either by way of the order confirmation and/or
the invoice sent by Dell to Customer which describes the Products, Software and/or Services purchased by Customer under the
Agreement. The Products, Software sold and/or Services rendered are subject to the Agreement to the exclusion of any other
terms and conditions stipulated or referred to by Customer, unless expressly agreed and accepted by Dell in writing. The
Agreement documents will apply in following order of priority: (1) Order Documents; (2) Service Documents and (3) these Terms.
2.Definitions
(i) “Confidential Information” means collectively information of the disclosing party that is not generally known to the public,
such as software, product plans, pricing, marketing and sales information, customer lists, “know-how,” or trade secrets, which
may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.
(ii) “Deliverables” means tangible and intangible materials including reports, studies, base cases, drawings, findings, manuals,
procedures and recommendations prepared by Dell or its suppliers, partners, sub-contractors, licensors in the course of providing
the Services.
(iii) “Dell-branded” means information technology hardware,software and related products and services which are marked with
the Dell logo or sold under the Dell brand and components thereof, excluding (1) Third Party Products and (2) any parts or
components added after delivery of the Products or through Dell’s custom factory integration service.
(iv) "Intellectual Property Rights" means any patent, copyright, database right, moral right, design right, registered design,
trade mark, service mark, domain name, metatag, utility model, unregistered design or, where relevant, any application for any
such right, or other industrial or intellectual property right subsisting anywhere in the world and any intellectual property rights
in know-how, documentation, and techniques associated with the Deliverables or Materials.
(v) “Materials” means all content and other items included with or as part of the Products, Services, Software, or Deliverables,
such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces,
music, sounds, and software.
(vi) “Order Documents” means the quotation and/or the order confirmation and/or the invoice sent by Dell to Customer which
describes the Products, Software and/or Services purchased by Customer under the Agreement as well as prices, payment terms
and other provisions.
(vii) “Products” means computer hardware and related products supplied by Dell under the Agreement.
(viii)“Services” means the services provided by Dell as described in any Service Documents.
(ix)“Service Descriptions” means description of services found at www.dell.com/servicecontracts[1].
(x)“Service Documents” means the Service Descriptions available at www.dell.com/servicecontracts, Statements of Work and
any other mutually agreed documents describing Services, Software or Deliverables.
541
CONFIDENTIAL Page 2 of 10
(xi)“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code
form, as well as related documentation, provided by Dell to Customer. Software includes software (1) provided by Dell and
locally installed on Customer’s hardware and/or equipment or (2) made available by Dell and accessed by Customer through the
internet or other remote means (such as websites, portals, and “cloud-based” solutions).
(xii)“Statement of Work” means any mutually agreed statement of work describing specific Services and/or Deliverables as
agreed between Customer and Dell.
(xiii)“Third Party Products” means any non-Dell-branded products, software, or services.
3.Ordering
3.1 Any quotes issued by Dell shall be valid for 15 days unless stated otherwise in the quote.
3.2 Prices for the Products, Software and/or Services shall be stated in the Order Documents or Service Documents issued by
Dell. Where deliveries occur in instalments or phases Dell may need to adjust prices for Products, Software or Services due to
changes in exchange rates, taxes, duties, freight, levies and purchase costs. Quotes provided by Dell exclude value added tax
and any other taxes, levies, and shipping charges unless expressly set out in the quote. Such charges are payable by Customer in
addition to the prices quoted and may appear as separate items on the Order Documents.
3.3 Unless credit terms have been expressly agreed by Dell, payment for the products, software or services shall be made in full
before physical delivery of products, software or provision of services. Time for payment shall be of the essence. Customer’s
payment terms are subject to credit checking by Dell. Dell shall be entitled to charge interest on any overdue amounts
(computed from the due date to the date of actual payment) at a rate of the lesser of (a) one and half percent (1.5%) per month;
or (b) maximum rate permitted by law. If any sum due from the Customer to Dell under the Agreement is not paid by the due
date for payment then (without prejudice to any other right or remedy available to Dell), Dell shall be entitled to cancel or
suspend its performance of the Agreement or any order including suspending deliveries of the Products and/or Software and
suspending provision of the Services until arrangements as to payment or credit have been established which are satisfactory to
Dell. Dell may invoice parts of an order separately. Unless credit terms have been expressly agreed by Dell or indicated in the
Agreement documents, payment for the Products, Software or Services including applicable taxes shall be made in full before
physical delivery of Products/Software or commencement of Services.
3.4 All payments made or to be made by Customer to Dell under the Agreement shall be made free of any restriction or condition
and without any deduction or withholding (except to the extent required by law) on account of any other amount, whether by
way of set-off or otherwise.
4.Changes to Products, Software or Services
4.1 Changes in a Product, Software, or Service may occur after a Customer places an order but before Dell ships the Product or
Software or performs the Service, and the Products, Software or Services the Customer receives might display minor differences
from the Products, Software, or Services Customer orders but they will meet or exceed all material functionality and
performance of the Products, Software or Services that were originally ordered.
4.2 Dell may revise and/or discontinue a Product, Software, or Service at any time without notice as part of Dell's policy of on-
going Product, Software, or Service up-date and revision. Any revised or updated Product, Software, or Service will usually have
the core functionality and performance of the Product, Software, or Service ordered unless otherwise intimated by Dell. The
Customer accepts that Dell's policy may result in differences between the specification of a Product, Software, or Service
delivered to the Customer and the specification of a Product, Software, or Service ordered. There may be occasions when Dell
confirms orders but learns that it cannot supply the ordered Product, Software, or Service, either at all or in the quantities
ordered such as when the Product, Software, or Service no longer are being manufactured/provided or they otherwise become
unavailable to Dell, or when Dell cannot source components for the configuration ordered, or when there is a pricing error etc. In
such circumstances, Dell will contact the Customer to inform them about alternative Product, Software, or Service that might
meet the Customer's needs. However, if the Customer does not wish to order alternative Product, Software, or Service, Dell will
cancel the order for a Product, Software, or Service that it cannot supply and will refund the purchase/order price paid by the
Customer.
5.Products
5.1 Dell shall deliver the Products to Customer’s location as set out in the Order Documents, and the purchase of the Products
shall be subject to the terms as per the Agreement. Delivery dates are non-binding and time for delivery shall not be of the
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essence. If no delivery dates are specified, delivery shall be within a reasonable time . Delivery of Products may be made in
instalments. Where the Products are so delivered by instalments, each instalment shall be deemed to be the subject of a
separate contract and no default or failure by Dell in respect of any one or more instalments shall vitiate the contract in respect
of Products previously delivered or undelivered Products. Dell shall not be liable for any loss (including loss of profits), costs,
damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by Dell’s
negligence), nor will any delay entitle Customer to terminate or rescind the Agreement. Dell shall only be liable for any non-
delivery of Products if Customer gives written notice to Dell within 7 days of the date when the Products would, in the ordinary
course of events, have been delivered.
5.2 The title to and risk in the Products shall pass to the Customer or its representative upon delivery of the Product to the
Customer or its representative. Notwithstanding any such delivery, Dell shall be entitled to maintain an action against Customer
for any unpaid price of the Products without prejudice to any other right or remedy available to Dell either in law or under this
Agreement).
5.3 If for any reason Customer does not accept delivery of any of the Products when they are ready for delivery, or Dell is unable
to deliver the Products on time because Customer has not provided appropriate instructions, documents, licences or
authorisations then the Products will be deemed to have been delivered, risk passing to Customer (including for loss or damage
caused by Dell’s negligence) and Dell may:
5.3.1 store the Products until actual delivery and Customer shall be liable for all related costs and expenses (including without
limitation storage and insurance); or
5.3.2 sell the Products at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses)
charge Customer for any shortfall below the Price for the Products.
5.4 Except as agreed to in writing between Customer and Dell, Third Party Products shall be exclusively subject to terms and
conditions between the third party and Customer.
6.Services, Software provided by Dell in connection with the provision of the Services & Deliverables
The below provisions in clauses 6, 7 and 8 shall be applicable if the Order Document reflects that the Customer has availed of
Software and Services from Dell by paying the applicable charges for the same.
6.1 Dell shall provide Services, Software, or Deliverables to Customer in accordance with the Service Documents and the other
applicable terms of the Agreement. Dell may, at its option, propose to renew the Service and the software licence by sending
Customer an invoice or, subject to prior notification, continuing to perform the Service or make the Software available to
Customer. Customer is deemed to have agreed to such renewal of the Service and software licence by paying such invoice by its
due date or by continuing to order Services or use the Software. In case of such renewal, the Service Documents (or the Service
Descriptions as the case may be (available at www.dell.com/servicecontracts) and other relevant terms of the Agreement as on
the date of payment of the invoice or continuation of performing the service or making available the Software, shall be
applicable.
6.2 All Intellectual Property Rights embodied in the Materials and Deliverables, including the methods by which the Services are
performed and the processes that make up the Services, shall belong solely and exclusively to Dell, its suppliers or its licensors
except as expressly granted in the Agreement. The Materials are protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. You may not modify, remove, delete, augment, add to, publish,
transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the
Materials or Deliverables, in whole or in part.
6.3 Subject to payment in full for the applicable Services, Dell grants Customer a non-exclusive, non-transferable, royalty-free
right to use the Materials and Deliverables solely (1) in the country or countries in which Dell delivers the Services, (2) for its
internal use, and (3) as necessary for Customer to enjoy the benefit of the Services as stated in the applicable Service
Documents.
6.4 Dell may cancel or suspend its performance of the Services or Customer’s access or any user access to the Software provided
by Dell in connection with the provision of the Services where Dell is required to do so (1) by law, (2) by order of a court of
competent jurisdiction, or (3) when Dell has reasonable grounds to believe that Customer (or Customer’s users) are involved in
any fraudulent or other illegal activities in connection with the Agreement.
6.5 It may be necessary for Dell to carry out scheduled or unscheduled repairs or maintenance, or remote patching or upgrading
of the Software provided by Dell in connection with the provision of the Services and which is installed on Customer’s computer
system(s) (“Maintenance”), which may temporarily degrade the quality of the Services or result in a partial or complete outage
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of the Software. Any degradation or interruption in the Software or Services during such Maintenance shall not give rise to a
refund or credit of any fees paid by Customer or any other liability on Dell.
6.6 Customer agrees that the operation and availability of the systems used for accessing and interacting with the Software
provided by Dell in connection with the provision of the Services (including telephone, computer networks and the internet) or to
transmit information can be unpredictable and may from time to time interfere with or prevent access to, use or operation of
the Software. Dell shall not be liable for any such interference with or prevention of Customer’s access to, use or lack of
operation of the Software.
6.7 During the performance of the Services or in connection with Customer’s use of the Software provided by Dell in connection
with the provision of the Services, it may be necessary for Dell to obtain, receive, or collect data or information, including
system specific data (collectively, the “Data”). Customer grants to Dell a non-exclusive, worldwide, royalty-free, perpetual,
irrevocable licence to:
6.7.1 use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely for the purposes
set out in clause 6.7;
6.7.2 a licence to aggregate the Data with other data for use in an anonymous manner for Dell’s marketing and sales activities;
and
6.7.3 a right to copy and maintain such Data on Dell’s servers (or the servers of its suppliers) during the term of the Agreement.
6.8 Customer represents and warrants that it has obtained all rights, permissions, and consents necessary to use and transfer the
Data within and outside of the country in which Customer is located in connection with Dell’s performance of the Services or
Customer’s use of the Software.
7.Services
7.1 Where the Services purchased consist of repair of Dell-branded Products, such Services shall be those repair services that are
necessary to fix a defect in materials or construction of any Products covered by the Agreement. Preventive maintenance is not
included and Dell shall not be responsible for repairs of Dell-branded Products caused by problems with Software or Customer
provided Third Party Products. Unless expressly stated in a Service Document, Services do not include repair of any Products or
Product component that has been damaged as a result of (1) work carried out by anyone other than Dell or its representatives (2)
accident, misuse, or abuse of the Product or Product component (such as, without limitation, use of incorrect line voltages or
fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions)
by anyone other than Dell or its representatives; (3) the moving of the Product from one geographic location or entity to
another; or (4) an act of nature, including without limitation, lightning, flooding, tornado, earthquake, or hurricane. Parts used
in repairing or servicing Products may be new, equivalent-to-new, or reconditioned.
7.2 Customer authorises Dell to use or access any Customer provided Third Party Products as necessary or as requested by
Customer in Dell’s performance of the Services, including without limitation, copying, storing, and reinstalling a backup system
or data. Customer warrants to Dell that it has obtained any licenses, consents, regulatory certifications or approvals required to
give Dell and its subcontractors or employees such rights or licenses to access, copy, distribute, use and/or modify (including
creating derivative works) or install any Third Party Products to be used in the Services, without infringing the ownership or
license rights (including patent and copyright) of the providers or owners of such products. Customer shall defend, indemnify,
and hold Dell harmless from any third party claim or action arising out of Customer’s failure to provide such authorisation
(including without limitation, obtaining appropriate licenses, Intellectual Property Rights, or any other permissions, regulatory
certifications, or approvals associated with technology, software, or other components).
8.Software
8.1 Software is subject to separate software licence agreements accompanying the software media and any product guides,
operating manuals, or other documentation presented to Customer during the installation or use of the Software, in addition to
any terms in the Order Document.
8.2 In the absence of licence terms accompanying the Software, the terms of the Agreement apply and Dell grants Customer a
non-exclusive non-transferable licence to access and use the Software provided by Dell. However, all rights, title or interest in
respect of the Intellectual Property Rights in the Software remain with Dell or the licensor of the Software at all times. Software
provided or made available to Customer by Dell in connection with the provision of the Services may be used only during the
term of the Services and solely as necessary for Customer to enjoy the benefit of the Services.
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8.3 For Software provided by Dell in connection with the provision of the Services, the following clauses shall apply:
8.3.1 Customer shall not: (1) copy (save for making a back up copy), modify, adapt, or create a derivative work, collective work,
or compilation of the Software, and shall not reverse engineer, decompile or otherwise attempt to extract the code of the
Software or any part thereof; (2) licence, sell, assign, sublicense, or otherwise transfer or encumber the Software; (3) use the
Software in a managed services arrangement; or (4) use the Software in excess of the authorised number of licensed seats for
concurrent users, sites, or other criteria specified in the applicable Service Documents. In addition, Customer may not access the
Software to monitor its availability, performance, or functionality, or for any other benchmarking or competitive purpose.
8.3.2 Customer is prohibited from (1) attempting to use or gain unauthorised access to Dell or to any third party’s networks or
equipment; (2) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of Dell or any of
its customers or suppliers; (3) interfering or attempting to interfere with service to any user, host, or network; (4) transmitting
unsolicited bulk or commercial messages; (5) restricting, inhibiting, or otherwise interfering with the ability of any other person,
regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or
(6) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any Dell (or Dell’s
suppliers’) facilities used to deliver the Services.
8.3.3 Customer grants Dell, or an agent designated by Dell, the right to perform an audit of its use of the Software during normal
business hours. Customer agrees to cooperate with Dell in such audit and to provide reasonable access to all records related to
the use of the Software. The audit will be limited to verification of Customer’s compliance with the terms of usage relating to
such Software under the Agreement.
8.4 Part of the Software may contain or consist of open source soft ware, which is subject to the terms and conditions of the
specific license under which the open source software is distributed.
8.5 Subject to clause 10.1, any open source software used by Dell in connection with the Agreement is provided "as is" withou t
any warranty/condition, express, implied, or otherwise, including, without limitation, implied warranties/conditions as to
satisfactory quality, merchantability or fitness for a particular purpose, or any warranty/condition regarding title or non-infring
ement. To the extent permitted by law, Dell, the copyright holders, or the contributors to such open source software shall not
be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, without limitation, pro
curement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused, whether in
contract, strict liability, or tort (including negligence) or otherwise arising in any way out of the use of the open source softw are
in connection with this Agreement.
9.Warranty
9.1 Subject to clause 9.2, Dell warrants that Dell-branded Products shall (1) conform to their product specification and (2) be
free from material defects for a period of 12 months from the date of the invoice (“Warranty Period”) and (3) that Dell-branded
spare parts shall be free from defects for 90 days from the date of delivery or for the remainder of the Warranty Period, if
longer. Performance of any one of the options set out at clause 9.2 below shall constitute an entire discharge of Dell’s liability
under the warranties given in this clause 9.1.
9.2 Dell shall at its own discretion, repair or replace Dell-branded Products that do not comply with the warranties set out in
clause 9.1 provided Dell is notified in writing of the alleged defect within 7 days of the time when Customer discovers or ought to
have discovered the defect and in any event within the Warranty Period. If Dell elects to replace Dell-branded Products or parts
pursuant to the warranties set out in clause 9.1, Dell shall deliver the replacement Products or parts to Customer at Dell’s own
expense at the address to which the defective Dell-branded Products were delivered and the legal, equitable and beneficial title
to the defective Products or parts which are being replaced shall (if it has vested in Customer) re-vest in Dell. Customer shall
make any arrangements as may be reasonably necessary to deliver up to Dell the defective Products which are being replaced
and Dell shall be entitled to charge Customer if such defective Product or parts are not returned on request.
9.3 Dell warrants that (1) the Services and Deliverables shall conform to the Service Documents and (2) the Services shall be
performed with reasonable skill and care during the applicable service period.
9.4 Dell warrants that for a period of 90 days from the date of delivery Dell-branded Software will be capable of functioning in
all material respects in accordance with the relevant specifications provided (1) Customer notifies Dell of any error or defects in
the Software within 14 days of the time when Customer discovers or ought to have discovered the error or defect and (2)
Customer provides Dell with documented examples of such error or defect. Dell provides no assurance or warranty that the
Software will be free from minor errors. Dell’s sole responsibility in respect of the warranty given in this clause 9.4 and
Customer’s sole remedy shall be the correction of any failure of the Dell-branded Software so that it functions in material
respects in accordance with the relevant specifications.
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9.5 All warranties, conditions and other terms implied by law, including but not limited to those regarding quality, fitness for
purpose, or merchantability relating to the Products, Software and/or Services are to the fullest extent permitted by law, hereby
specifically disclaimed and expressly excluded from the Agreement.
9.6 Dell shall not be liable under the warranties given in this clause 9 in respect of:
9.6.1 any defect arising from fair and normal wear and tear, wilful damage, damage, fault, failure or malfunction due to
external causes, including accident, abuse, misuse, problems with electrical power, negligence, abnormal working conditions,
failure to follow Dell’s instructions (whether oral or in writing), misuse or alteration, modification, adjustment or repair of the
Products and/or Software without Dell’s approval, servicing not authorized by Dell, usage and/or storage and/or installation not
in accordance with Product/Software instructions, failure to perform required preventive maintenance, act of God, fire, flood,
war, act of violence or any similar occurrence; products with missing or altered service tags or serial numbers; any attempt by
any person other than Dell personnel or any person authorised by Dell, to adjust, repair or support the Products/Software and
problems caused by use of parts and components not supplied by Dell;
9.6.2 if the total Price for the Products, Software and/or Services have not been paid by the due date for payment;
9.6.3 for any Products, Software, Deliverables parts, materials or equipment not manufactured or produced by Dell, in respect of
which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or
supplier to Dell to the extent that they are assignable by Dell to Customer;
9.6.4 any Software, Deliverables and Products manufactured, produced or provided by Dell pursuant to the Agreement in
accordance with any design, specification, instruction or recommendation made to Dell by Customer;
9.6.5 any type of defect, damage or wear specifically excluded by Dell by notice in writing; and/or
9.6.6 if Customer makes any further use of the Products and/or Software after giving notice pursuant to clause 9.2.
9.7 Dell does not warrant that the Products, Software, Deliverables or Services will function (1) with any specific configuration
not provided by Dell or (2) to produce a specific result even if the configuration or result has been discussed with Dell.
9.8 Some manufacturers' warranties or service contract terms and conditions for Third Party Products may become void if Dell or
anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or
software (such as providing maintenance and repair services). Dell does not take responsibility for third party warranties or for
any effect that the Dell services may have on those warranties.
10.Liability
10.1 Dell shall not be liable in contract or in tort for any loss or damage suffered and Dell’s liability is limited to those set out in
the Agreement and under statute. Neither party excludes or limits liability to the other party for (1) death or personal injury, (2)
property damages caused by or resulting from gross negligence or intentional conducts, (3) any other liability that cannot be
excluded by law.
10.2 Dell shall not be liable for:
10.2.1 special, indirect, incidental or consequential loss or damages;
10.2.2 loss of business, opportunity, profit/anticipated profit, income or revenue;
10.2.3 loss of use of Customer’s system(s) or networks;
10.2.4 loss of goodwill or reputation or contracts;
10.2.5 loss of, corruption of or damage to data or software;
10.2.6 loss arising out of business interruption;
10.2.7 loss arising out of or in connection with pollution or contamination; or
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10.2.8 recovery of data or programs;
arising out of or in connection with the purchase, use or performance of Products/Software or Services.
To the maximum extent permitted by applicable local law, Dell shall have no liability for Third Party Products and Customer shall
look exclusively to the third party provider for any damages or liability with respect to the provision of such Third Party
Products.
To the extent permitted by law, Dell and Customer hereby agree that, at the time of entering into this Agreement, based upon
the nature of the P roducts / Software/Services being sold and the industry involved, it is both reasonable and foreseeable that
the Dell’ s total liability herein in respect of each event or series of connected events, including any expected profits to the
Customer, shall not exceed the amount invoiced for the applicable total price paid for the purchase of Products, Software,
Deliverable and/or Services under this Agreement, which give rise to such claim.
10.3 The Customer shall indemnify Dell and keep Dell fully and effectively indemnified against any loss of or damage to any
property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its
employees, agents or sub-contractors or by any breach of its contractual obligations arising out of the Agreement.
10.4 To the extent permitted by law, Dell and Customer agree that Dell will not be liable for Products not being available for
use, or for data or software which is lost, corrupted, deleted or altered. Any service response times stated by Dell in Service
Documents are approximate only.
10.5 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price
list, acceptance of offer, invoice or other documents or information issued by Dell shall be subject to correction without any
liability on the part of Dell.
11.High Risk Activities
Customer acknowledges that the Products, Software, Deliverables and Services are not designed or intended for use in hazardous
environments requiring fail safe performance, including without limitation, in the operation of nuclear facilities, aircraft
navigation or communication systems, air traffic control, weapons systems, life support machines, or any other application in
which the failure of the Products, Software, Deliverables or Services could lead directly to death, personal injury, or severe
physical or property damage (“High Risk Activities”). Dell expressly disclaims any express or implied warranty of fitness for High
Risk Activities.
12.Confidentiality
Each party must treat all Confidential Information received from the other party as it would treat its own confidential
information generally, but with no less than a reasonable degree of care. Each party shall not disclose such information to any
persons (other than their own employees, consultants and service agencies having a need to know and having been bound by a
written agreement to protect the Confidential Information) without the other party’s prior written consent. This clause shall not
extend to information which was rightfully in the possession of such party prior to the receipt of the Confidential Information
from the other party, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of
this clause) or which is trivial or obvious. Each party shall ensure their employees and consultants understand and comply with
this clause. The foregoing obligations as to confidentiality shall survive any termination of a deal between both parties.
13.Indemnities
13.1 Dell shall defend and indemnify Customer against any third-party claim or action that Dell-branded Products, Software,
Deliverables or Services prepared or produced by Dell and delivered pursuant to the Agreement infringe or misappropriate that
third party’s Intellectual Property Rights enforceable in the country in which Dell delivers and the Customer is authorised to
receive such Products, Software, or Services (“IPR Claim”). If Dell receives prompt notice of an IPR Claim that, in Dell’s
reasonable opinion, is likely to result in an adverse ruling, then Dell shall at its option, (1) obtain a right for Customer to
continue using such Products, Deliverables or Software or allow Dell to continue performing the Services; (2) modify such
Products, Deliverables, Software, or Services to make them non-infringing; (3) replace such Products, Deliverables, Software, or
Services with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been
performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverable or Software.
13.2 Notwithstanding clause 13.1, Dell shall have no obligation under clause 13.1 for any IPR Claim arising from (1) modifications
of Dell-branded Products, Deliverables, Software, or Services that were not performed by or on behalf of Dell; (2) the
combination, operation, or use of such Products, Deliverables, Software, or Services in connection with a third party product,
software, or service (the combination of which causes the claimed infringement); (3) Dell’s compliance with Customer’s written
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specifications or directions, including the incorporation of any software or other materials or processes provided by or requested
by Customer; or (4) infringement by any Third Party Product, whether supplied by Dell or not.
13.3 Clauses 13.1 and 13.2 set out Customer’s sole and exclusive remedies for any IPR Claim.
13.4 Customer shall defend and indemnify Dell against any third party claim or action arising out of (1) Customer’s failure to
obtain any appropriate licence, Intellectual Property Rights, or other permissions, regulatory certifications, or approvals
associated with technology or data provided by Customer; (2) associated with software or other components directed or
requested by Customer to be installed or integrated as part of the Products, Deliverables, Software or Services; (3) Customer’s
breach of Dell’s proprietary rights as stated in the Agreement; (4) any inaccurate representation regarding the existence of an
export licence; or (5) any allegation made against Dell due to Customer’s breach or alleged breach of applicable export laws,
regulations, or orders.
14.Termination
14.1 Either party may (without prejudice to any other rights or remedies it may have against the other party) terminate the
Agreement (as regards pending Service or Software continuing to be provided or non delivered Products) immediately if the other
party:
14.1.1 commits a material breach of the Agreement and fails to remedy such breach within 30 days of written notice; or
14.1.2 ceases, or threatens to cease, to carry on business or, becomes insolvent.
14.2 Dell may terminate the Agreement with immediate written notice if Customer:
14.2.1 fails to pay undisputed sums properly due to Dell in accordance with the Agreement;
14.2.2 Customer breaches or Dell reasonably suspects Customer has breached export control laws;
14.2.3 Customer breaches any Intellectual Property Rights obligations, warranties and indemnities set out in the Agreement.
14.3 On termination of the Agreement, all rights and obligations of the parties relating to such order under the Agreement will
automatically terminate except for rights of action accruing prior to its termination.
14.4 The following clauses shall survive termination of the Agreement and continue to bind the parties, their successors and
assigns: 1 (Introduction); 2 (Definitions); 3.3 (Payment); 5 (Products); 6 (Services, Software & Deliverables); 7 (Services); 9
(Warranties); 10 (Liability); 11 (High Risk Disclaimer); 12 (Confidentiality); 13 (Indemnities); 14 (Termination); 15 (Force
Majeure); 16 (Export Compliance); 17 (Data Privacy); and 18 (General).
15.Force Majeure
Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the
Agreement during any period in which such performance is delayed by any circumstances beyond a party’s reasonable control
including, without limitation, fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (“Force
Majeure Event”) provided that the delayed party shall provide the other party with prompt written notice of the Force Majeure
Event. The delayed party’s time for performance shall be excused for the duration of the Force Majeure Event, but if the Force
Majeure Event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the Agreement by
giving written notice to the delayed party.
16.Export Compliance
16.1 Each party, at its own expense, will comply with all applicable laws, orders and regulations of any governmental authority
with jurisdiction over its activities in connection with the Agreement. Each party will furnish to the other party any information
required to enable the other party to comply with applicable laws and regulations related to the Products, Software or Services.
Dell and Customer acknowledge that the Products, Deliverables, Software, and Services provided under the Agreement, (which
may include technology and encryption), (1) are subject to U.S. and European customs and export control laws, (2) may be
rendered or performed in countries outside the U.S. or Europe, or outside of the borders of the country in which Customer or
Customer’s Products are located, and (3) may also be subject to the customs and export laws and regulations of the country in
which the Products, Deliverables, Software, or Services are rendered or received. Under these laws and regulations, Products,
Deliverables, Software, and Services purchased under the Agreement may not be sold, leased or otherwise transferred to
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restricted end-users or to restricted countries. In addition, the Products, Deliverables, Software and Services may not be sold,
leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction,
including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials,
nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. Customer
agrees to abide by those laws and regulations.
16.2 Customer represents that any software provided by it and used as part of the Products, Deliverables, Software, or Services
contains no encryption or, to the extent that it contains encryption, such software is approved for export without a licence. If
Customer cannot make the preceding representation, Customer agrees to provide Dell with all of the information needed for Dell
to obtain export licences from the U.S. government or any other applicable national government and to provide Dell with such
additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible
for obtaining any necessary licenses relating to the export of software. Dell also may require export certifications from Customer
for Software.
16.3 Dell’s acceptance of any order for Products, Deliverables, Software, or Services is contingent on the issuance of any
applicable export license required by the U.S. Government or any other applicable national government. Dell shall not be liable
for delays or failure to deliver Products, Deliverables, Software, or Services resulting from Customer’s failure to obtain such
licence or to provide such certification.
16.4 Customer agrees to indemnify, defend and hold Dell harmless from any third party claims, demands, or causes of action
against Customer’s breach or alleged breach of the applicable export laws
17.Data Privacy
17.1 The Customer shall comply with the provisions and obligations imposed by all applicable laws and obtain all necessary
authorisations and consents for lawful processing, prior to passing any personal data including all sensitive personal data of any
natural person, to Dell. Such authorisations/consents shall also include specific authorisation for Dell to, in the normal course of
its business, make worldwide transfers of personal data or sensitive personal data on its corporate systems, to other entities,
agents or subcontractors in the same group of companies, or to other relevant business partners who may have incidental access
to personal data or sensitive personal data.
17.2 To the extent Dell processes personal data or sensitive personal data for Customer under or in connection with the
Agreement, Dell shall ensure compliance with applicable privacy laws of China.
17.3 Dell shall not be liable for any claim brought by Customer or a data subject arising from any action or omission by Dell to
the extent that such action or omission resulted from compliance by Dell with Customer's instructions
18.General
18.1 Notices given under the Agreement must be in writing and shall be effective when delivered to the other party’s relevant
officer at the address stated on Dell’s invoice.
18.2 Neither party may assign or transfer the Agreement without the prior written consent of the other party except that (1) no
consent is required by Dell to assign to its affiliated companies and (2) Dell may subcontract its obligations under the Agreement
but shall remain liable and responsible to Customer for such obligations.
18.3 The Agreement constitutes the entire agreement between the parties and each party acknowledges that in entering into the
Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or
warranty (whether made negligently or innocently) other than as expressly set out in the Agreement.
18.4 Any changes to the Agreement or to any order placed pursuant to it shall not be valid or binding unless it is in writing and
agreed by parties. If any provision of the Agreement should be found to be void or unenforceable, such provision will be struck
out or modified to the extent necessary to comply with the law, and the remainder of the Agreement shall remain in full force
and effect.
18.5 A waiver by either party of a breach of the Agreement or delay or failure to enforce a right under the Agreement shall not
constitute a waiver of any subsequent breach of the Agreement.
18.6
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CONFIDENTIAL Page 10 of 10
The Agreement and any non-contractual obligations shall be interpreted according to the law s of the People’s Republic of China
without reference to its conflicts of law principles and the competent court in Xiamen, Fujian province, PRC shall have exclusive
jurisdiction.
[1][The URL //www.Dell.com/ServiceContracts links Customer to Dell’s global service contract webpage from where Customer
will select their geographic region, preferred language (if applicable) and the appropriate business segment from which they
purchased the Service (e.g. Large Enterprise, Small & Medium Business and/or Public Sector.). Customer will then be able to
select the appropriate service contract for review.
Dell CTS China (Version 3) 13 July 2016
550
RESOLUTION NO. 2023-___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, AMENDING THE FISCAL
YEAR 2023/24 BUDGET TO ALLOCATE $60,000.00 FROM
THE SPECIAL PROJECTS FUND (3004) FOR SERVER
AND NETWORK INFRASTRUCTURE REPLACEMENT
WHEREAS, the City Council adopted the Operating and Capital Improvement
Budget for Fiscal Year 2023/24 on June 21, 2023; and
WHEREAS, a staff report has been presented to City Council requesting approval
of an agreement with The Drala Project, Inc. dba The ReDesign Group for Server and
Network Infrastructure Replacement; and
WHEREAS, a budget amendment in the amount of $60,000.00 from the Special
Projects Fund (3004) is needed to fund the Server and Network Infrastructure
Replacement Project; and
WHEREAS, Exhibit “A” hereof describes said budget amendment and its resultant
impact to the budget line items.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. A budget amendment in the amount $60,000.00 from the Special
Projects Fund (3004), as more particularly described in Exhibit “A”, is hereby approved.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall
cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 6th day of September, 2023.
________________________________
Chris R. Enegren, Mayor
ATTEST:
___________________________________
Ky Spangler City Clerk
Attachment: Exhibit A – Budget Amendment
ATTACHMENT 4
551
Resolution No. 2023-___
Page 2
FUND BALANCE ALLOCATION:
Fund-Account Number Amount
Special Project Fund 3004-000-00000-33990 $60,000.00
Total $60,000.00
EXPENDITURE APPROPRIATION:
Account Number Current Budget Revision Amended Budget
3004-134-C0070-55000 -$ 60,000.00$ 60,000.00$
Total -$ 60,000.00$ 60,000.00$
Fund Title
EXHIBIT A
BUDGET AMENDMENT FOR
SPECIAL PROJECTS FUND (3004)
SERVER AND NETWORK INFRASTRUCTURE REPLACEMENT
FY 2023/2024
552