R-2024-106 - 5/9/2024 RESOLUTION NO. R-2024-106
WHEREAS, the City of Round Rock ("City") desires to purchase computer hardware and
related software products and related services; and
WHEREAS, the City is a member of the Texas Department of Information Resources ("DIR");
and
WHEREAS, Dell Marketing, L.P. is an approved vendor of the DIR; and
WHEREAS, the City wishes to purchase certain goods and related services from Dell
Marketing, L.P. through DIR Contract#DIR-TSO-3763, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase of Computer Hardware and Related Software Products with Dell Marketing,
L.P., a copy of said Agreement being attached hereto as Exhibit"A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of May, 2024.
CRAIGOR , Mayor
City of 4ounoock, Texas
ATTEST:
MEAGAN SP KS, C y Clerk
0112.20242;4883-0982-7257
EXHIBIT
„A»
CITY 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 § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
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 , 2024, 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, Mail Stop RR1-33, 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:
4872-1539-0136/ss2
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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 Vendor-branded IT hardware products ("Equipment")
or (ii) Vendor-branded generally available software, whether microcode, firmware, operating
systems or application("Software").
E. Services/Support Services means Vendor's standard service offerings for
maintenance and support of Goods.
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 October 6, 2024, in the event DIR Contract No.
DIR-TSO-3763 is not renewed for an additional term or shall expire anytime thereafter in the
event the DIR Contract No. DIR-TSO-3763 is not subsequently renewed at the end of any
renewal term. So long as DIR Contract No. TSO-3763 continues to be renewed, this Agreement
shall continue to remain in effect pursuant to the terms and conditions set forth herein, however,
in no event shall the term of this Agreement exceed sixty (60) months for the effective date
hereof.
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.
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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 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.
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 Seven Hundred
Thousand and No/100 Dollars ($700,000.00) per year not-to-exceed a total amount of Three
Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) for the term of this
Agreement.
5.0 INVOICES
All invoices shall include,at a minimum, the following information:
1. Name and address of Vendor;
2. Purchase Order Number; and
3. Description and quantity of items received.
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
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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 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
The charges due hereunder are exclusive of, and City shall pay or reimburse Vendor for
all value added (VAT), use, withholding, personal property, goods and services and other similar
taxes, governmental fees, levies, customs and duties resulting from City purchase, except for
taxes based on Vendor's net income, gross revenue, or employment obligations. City is exempt
from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's
charges. City must provide Vendor with a valid certificate of exemption or other appropriate
proof of exemption. If City is required to withhold taxes,then City will within sixty (60) days of
remittance to the applicable tax authority, provide Vendor with satisfactory evidence (e.g.
official withholding tax receipts) that City has accounted to the relevant authority for the sum
withheld or deducted, otherwise Vendor will charge City for the amount that City has deducted
for the transaction.
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. Under the Commercial General Liability
policy as respects insurable liabilities assumed by Vendor under this Agreement.
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11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Ramsey Saad
Chief Information Officer
221 East Main Street
Round Rock, TX 78664
(512)671-2768
rsaadaroundrocktexas.jzov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
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 thirty (30) 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.
C. Either party may terminate this Agreement for its convenience at any time,
effective ninety (90)days after delivery of written notice to the other party.
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.
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B. In accordance with Chapter 2271, 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.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at Ieast ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274,Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2)will not boycott
energy companies during the term of the contract. The signatory executing this Agreement on
behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott
energy companies 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,
which authorization shall not be unreasonably withheld. Notwithstanding the foregoing, either
party may assign rights to payments arising under any Purchase Order without consent 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:
I. When delivered personally to recipient's address as stated in this Agreement; or
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.
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Notice to Vendor:
Dell Marketing,L.P.
One Dell Way
Mail Stop RR1-33
Round Rock,Texas 78682
Notice to City:
City Manager
221 East Main Street
Round Rock,TX 78664
AND TO:
Stephanie L. Sandre, 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
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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 affirms that it employs sufficiently qualified 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. 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.
C. 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.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Dell Marketing,L.P. i
By:
Printed Name:
Title: Adu i sofPa✓G c
Date Signed:
City of Round Rock,Texas
By:
Printed Name:
Title:
Date Signed:
For City,Attest:
By:
Meagan Spinks, City Clerk
For City,Approved as to Form:
By:
Stephanie L. Sandre, City Attorney
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Exhibit "A"
DIR-TSO-3763 Amendment 1
Appendix C Pricing Index
Dell Marketing, L.P.
CategoryDirect Purchase from Dell Purchase from Resellers
..
DIR Customer Discount % from Dell MSRP
Band 1 Dell Desktops;
A Band 2 Dell Laptops 16.00% 16.00
Band 4 Dell Servers;
A Band 5 Dell Storage 14.50% 14.50
A Networking, IoT, Printers, Monitors, Tablets, Projectors, Dell-branded 14.50% 14,50%
Customer Kits
F Selected Printer Related Products/Accessories 3.00% 3.00%
H Ships Fast Pre-Configured Latitude, OptiPlex, Workstations 6.00% 6.00%
M Select Third Party Software (Adobe Perpetual Licenses only) 6.00% Not authorized
M Select Third Party Software & Hardware 12.00% Not authorized (Software)
Software& Hardware 12.00% Hardware
M Some Dell-branded memory, SonicWall, Wyse, RSA Security, 12.00% 12.00%
Compellent, Credant
Imaging, Latitude, PowerEdge server, Vostro and XPS Notebooks,
S Selected Latitude; Selected PowerEdge; Power Connect; EqualLogic; 4.00% 4.00 %
Monitors
U Spare Parts 0% 0%
V Standard upgrade/downgrade options with discounts that vary based Same discount as system Same discount as system
upon the system in which the item is installed
X Select Third Party Software Maintenance Support, Subscriptions and 2.00% 2.00%
Renewals & Peripherals
ZJZS/ZI On-site—Next Business Day On-site(extended yrs.), Critical Care On- 0% 0%
site Service (all yrs.); other services
Exhibit "A"
DIR-TSO-3763 Amendment 1
Appendix C Pricing Index
For general purchases, Dell will provide the minimum discounts identified below for select offerings generally described in the above table. The
discounts are based on Dell's then current Manufacturer Suggested Retail Pricing (MSRP) and Dell reserves the right to change the MSRP (which
would also change the discounted selling price) at any time to apply to future orders.
Dell's published Manufacturer Suggested Retail Price List is at http://ftpbox.us.dell.com/sig/weekly/dellpricereport.pdf
In the event Customers purchasing products and services under this Contract negotiate more advantageous pricing or participate in special
promotional offers (included those that provide additional discounted or specially priced and bundled options), the above discounts will not be
applicable. The final Customer-approved Dell Quote or Dell procurement response will contain the applicable pricing for the ordered individual
offerings or for bundled offering configurations or special offers. Dell will work with DIR and with Customers to create pre-approved bundled
configurations at agreed pricing to be available for stated time periods. Customer understands that the bundled offering or special promotional
offerings may include other discounted or reduced cost or no additional cost products and services and the Customer may compare the bundled
offering and any additional services to the line item pricing and minimum discounts to the Dell Manufacturer Suggested Retail Price List.
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://dir.texas.gov/View-Search/Contracts-Detail.aspx?contractnumber=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. City of Round Rock
ture : Signature
Name : �Dudle lel"Staee,� 7Qu C.L Name :
� t
Position : C U S Position
Date : A Date
We Appreciate Your Business!
City of Round Rock Participation and Purchase Agreement under DIR Contract with Dell [November 2018] Page 1 of 1