Contract - Dell Marketing - 3/14/2019CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF
COMPUTER HARDWARE AND RELATED SOFTWARE PRODUCTS
WITH
DELL MARKETING. L.P.
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
This Agreement is for the purchase of computer hardware and related software products
and related services, and is referred to herein as the "Agreement." This Agreement is made and
entered into on this the _ day of the month of MQ" , 2019, by and between the CITY
OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East
Main Street, Round Rock, Texas 78664, referred to herein as the "City," and DELL
MARKETING, L.P., whose offices are located at One Dell Way, Round Rock, Texas 78682,
referred to herein as "Vendor." This Agreement supersedes and replaces any previous agreement
between the named parties, whether oral or written, and whether or not established by custom
and practice.
RECITALS:
WHEREAS, City desires to purchase computer hardware and related software products
and services, and City desires to obtain said goods from Vendor; and
WHEREAS, Vendor is an approved vendor of the Texas Department of Information
Resources ("DIR"); and
WHEREAS, City desires to purchase certain goods and related services from Vendor
through DIR Contract No. DIR-TSO-3763 as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
00416108/ss2
1.0 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to obtain specified goods and/or services and Vendor is obligated to provide
specified goods and/or services. This Agreement includes any exhibits, addenda, and/or
amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Goods mean the specified supplies, materials, commodities, or equipment.
E. Services means work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
F. Vendor means Dell Marketing L.P. (including any Dell Authorized Resellers)
and any successors or assigns.
2.0 EFFECTIVE DATE; TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. This Agreement shall expire on January 10, 2024.
3.0 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally in the attached Exhibit "A," incorporated herein by reference for all
purposes.
B. The parties agree to enter into a Participation and Purchase Agreement as a part of
this Agreement, attached as Exhibit `B," and incorporated herein by reference for all purposes.
C. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals, correspondence or discussions.
D. Vendor shall satisfactorily provide all deliverables and services described in
Exhibit "A" within the contract term specified. A change in the Scope of Services or any term of
this Agreement must be negotiated and agreed to in all relevant details, and must be embodied in
a valid Supplemental Agreement as described herein.
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4.0 COSTS
A. City agrees to pay for goods and related services during the term of this
Agreement at the pricing set forth in Exhibit "A" to Vendor, including any Dell Authorized
Resellers.
B. The City is authorized to pay Vendor an amount not -to -exceed Four Hundred
Thousand and No/100 Dollars ($400,000.00) per year for a total not -to -exceed amount of Two
Million and No/100 Dollars ($2,000,000.00) for the term of this Agreement.
5.0 INVOICES
All invoices shall include, at a minimum, the following information:
Name and address of Vendor;
2. Purchase Order Number;
Description and quantity of items received; and
4. Delivery dates.
6.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then -current fiscal year.
7.0 PROMPT PAYMENT POLICY
Prompt Payment Act. In accordance with Chapter 2251, V.T.C.A., Texas Government
Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date
City receives goods under this Agreement, the date the performance of the services under this
Agreement are completed, or the date City receives a correct invoice for the goods or services,
whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on
September 1 of the fiscal year in which the payment becomes overdue, in accordance with
V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not
apply to payments made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
cause the payment to be late; or
2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
8.0 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
10.0 INSURANCE
Vendor shall meet all insurance requirements set forth in DIR Contract No. DIR-TSO-
3763 and shall provide proof of said coverage to City. City shall be listed as an additional
insured.
11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Heath Douglas
Director of Information Technology
221 East Main Street
Round Rock, TX 78664
(512) 218-5508
hdou las a,roundrocktexas.gov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
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Vendor shall be declared in default of this Agreement if it does any of the following and
fails to cure the issue within thirty (30) days of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States,
and is unable to perform its material obligations under the Agreement.
13.0 TERMINATION AND SUSPENSION
A. In the event of any uncured default by either party, the non -defaulting party has
the right to terminate the affected portions of this Agreement for cause, upon ten (10) days'
written notice to the defaulting party following the cure period.
B. In the event City terminates under this section, Vendor shall discontinue
performance of any affected services and/or delivery of goods. The City will be responsible only
for amounts due and owing for the affected goods and/or services up through the date of
termination.
14.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
15.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
16.0 NOTICES
A. All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
1. When delivered personally to recipient's address as stated in this Agreement; or
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2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Dell Marketing, L.P.; Dell Legal Department
One Dell Way; RR -1
Round Rock, Texas 78682
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
17.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
18.0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
19.0 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
20.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
21.0 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, any one of which shall be considered an original of this document; and all of
which, when taken together, shall constitute one and the same instrument.
[Signatures on the following page.]
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Dell Marketing, L.P.
By:
_ *42/714'r -
Printed Name: D ley McClellan
Title: Commercial Counsel, Dell Legal
Date Signed: January 22, 2019
City of Round flock, Texas
By:
Printed Name:
Title:
Date Signed: _
For City, Attest:
By: �JML—'eab
Sara L. White, City Clerk
For City, pp roved as tL—
StephaR
:
By: L ,
L. Sheets, City Attorney
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Exhibit "B"
Participation and Purchase Agreement under Texas DIR-TSO-3763
between
Dell Marketing L.P. City of Round Rock
One Dell Way And 221 East Main Street
Round Rock, TX 78682 Round Rock, Texas 78664 ("Customer")
Effective as of the date of the last signature below (the "Effective Date"), this Agreement includes the
following documents: The Texas Department of Information Resources (DIR) contract with Dell Marketing,
L.P., DIR-TSO-3763 ["DIR Contract" — Dell Contract Code 75AHH], and, if applicable, its successor contract,
which are incorporated into and made part of this Participation and Purchase Agreement (the "Agreement").
The terms and conditions of the DIR Contract will govern the purchases and orders and any statement of
work (SOW) that are provided to the City of Round Rock ("City" and "Customer") from Dell Marketing, L.P.
("Dell') that are made during the term of the current DIR Contract and any successor DIR Contract with Dell
of computer hardware and related products, including software licensing arrangements, and services
available from Dell under the DIR Contract (which has a current initial term through January 10, 2020, with
two automatic two-year renewals, unless either party terminates earlier as provided in the DIR Contract).
The Customer is an eligible purchaser of the offerings from Dell available under the DIR Contract. The DIR
Contract documents are publicly available at:
http://d i r.texas.gov/View-Sea rch/Contracts-Deta il. aspx?contractnu m ber=DIR-TSO-3763
The term of this Agreement shall be effective as of the date of last signature below or upon receipt of a
purchase order from the City for the offerings from Dell.
Per the DIR Contract [DIR Contract, Section 9. Y. — amending Appendix A. Section 10. Vendor Responsibilities,
N. Required Insurance Coverage], Dell shall secure and maintain the minimum of insurance coverage
specified in the Dir Contract and provide proof of such insurance coverage to City listed as additional insured.
The required coverage must remain in effect throughout the term of the Agreement between Dell and City.
City and Dell agree to reference the current DIR Contract [DIR-TSO-3763] and the current Dell Contract Code
[75AHH] for quotations, purchase orders, and SOWS that are for offerings available from Dell under the DIR
Contract. The parties also agree to cooperate to resolve any administrative issues for proper processing of
orders and billing related to this Agreement. This Agreement is entered into on behalf of the parties by their
below authorized representatives:
Dell Marketing L.P.
Signature :
"AfZ11-
Name:
D dley McClellan
Position : Commercial Counsel, Dell Legal
Date : XAwty 2Z7
City of Round Rock
Na
Position :
Date :
We Appreciate Your Business!
City of Round Rock Participation and Purchase Agreement under DIR Contract with Dell [November 20181 Page 1 of 1