Dell Marketing L.P 6.17.25.docx

DELL MARKETING L.P.

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-03 NASPO Master Agreement (MA) No. 23026

CONTRACT DETAILS

· 2 (Personal Computing Devices- Non-Windows Operating Systems: Desktops, Laptops, and Tablets)

· 3 (Servers and Storage)

· Dell’s Online Ordering Site:

https://www.Dell.com/Premier

· Online NASPO ValuePoint Store: http://www.dell.com/naspowsca

· NASPO Price List: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/dell-marketing-lp/

Michelle Fulk Senior Account Manager 512-720-5152 Michelle.Fulk@dell.com

Jon Kanikula Workforce Solutions Group Account Executive (specialist in all endpoint devices such as laptops, tablets, desktops etc.)

Jon_Kanikula@Dell.com + 1 309 397 1856

David Deem Services Account Executive (specialist in services consulting, deployment services, warehousing options, etc.)

david.deem@dell.com +1-630-338-2874

Sales Team for UW Systems Mary Jones Account Executive 414-702-3444 Mary.Jones@Dell.com

Glenn Trent Inside Sales Account Manager – Wisconsin 512-513-9202 Glenn_Trent@dell.com

Dell Premier (Dell’s Online Ordering Site):

https://www.Dell.com/Premier You can browse and order products offered on several Dell/Wisconsin government issued contracts (e.g. 505ENT-O24-NASPOCOMPUT-03, 505ENT-M22-WICOMPUTER-05) through your Dell Premier account. To get one or multiple contracts assigned to your account, please connect with the pertinent account setup contact below.

State and Local Government Account Setup:

Michelle.Fulk@dell.com

Higher Educational Institution Account Setup:

Glenn_Trent@dell.com Mary.Jones@dell.com The following document provides a high level overview on how to utilize the Dell Premier site:

Other Contacts:

Carlynn Panone Contract Manager Carlynn.Panone@Dell.com

General Assistance: 1-800-433-2392 ProSupport: 1-866-362-5350 ProSupport Plus: 866-516-3115 http://www.dell.com/support

Remittance Address Dell Marketing L.P.- c/o Dell USA L.P.

P.O. Box 643561 Pittsburgh PA 15264-3561

STAR Supplier ID: Ending in 35187, LOC-A

1360 S Moorland Rd, STE 200 Brookfield, WI 53005 Sales Contact Max Babler, 608-719-9312, mbabler@capital-data.com Contract Manager Todd LaMalfa, 414-514-9130, Todd.LaMalfa@capital-data.com STAR Supplier ID: Ending in 18844, remit to Main or Suffix-A

TKK Electronics 117 W. Walker St #24 Milwaukee, WI 53204 Sales Contact Michael Kirsch, 414-255-0482, mike@tkkelectronics.com Toll Free: 888-968-6844 Contract Manager Juan Hernandez, 414-290-0585, jjh@tkkelectronics.com STAR Supplier ID: Ending in 30645, remit to Main

The Drala Project, Inc dbs The REDESIGN Group 2629 Manhattan Ave., #307 Hermosa Beach, CA 90254 Sales Contact Phil Sanginario, 424-207-1600, psanginario@redesign-group.com Contract Manager Leah Lane, 424-207-1600, llane@redesign-group.com STAR Supplier ID: Ending in TBD

Presidio Networked Solutions LLC www.presidio.com 12100 Sunset Hills Road, Suite 300, Reston VA 20190 Sales Contact Erik Hayko, 608-371-6750, DLSLEDNational@presidio.com Remittance Address PO Box 677638 Dallas, TX 75267-7638 STAR Supplier ID: Ending in 107026, remit to Loc-3

ConvergeOne, Inc.

10900 Nesbitt Ave. South Bloomington, MN 55437-3124 Sales Contact Ron Gill, 212-613-1058, rgill@onec1.com STAR Supplier ID: Ending in 155376

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

2 | Page image1.emf dell_premier_sno_en.pdf

Dell.com/Account Shopping and Ordering Guide 1

Designed for business. Customized for you.

Premier provides you with a customized, secure online toolset for purchasing, reporting, researching product and support. This guide shows you how to make the most of this customized procurement tool.

Skip to section:

- Shopping & searching products (Std Configs, Systems, SnP)

- Add to Cart, Compare or Configure

- Configuring a System

- Working with eQuotes

- Placing an order

- Order status

- User Management

- Premier Helpdesk Information

For assistance while using your Premier Page, click on the “Help” link located at the top or bottom of your page.

Shopping and searching products

1. Standard Configurations

For volume purchasing, should your organization require a selection of systems with limited configuration choices

(memory, hard drive, graphics, etc.), contact your Dell sales representative. Once your representative has established your specific configurations on your Premier page, access the standard configurations by clicking “Shop” in the Premier menu and then select “Standard Configurations” in the secondary navigation. Another alternative is to select

“Standard Configurations" from the quick access strip or from the

“Shop Dell Products” section.

2. Systems catalog

Your Systems catalog provides access to the complete line of Dell branded products. This catalog can be customized to display only the products relevant to your organization. You may configure the available options for any product according to your needs.

To access your Systems catalog, go to the "Shop Dell Products" section available on your Premier home page. Alternatively, click on “Shop” in the masthead and then select your line of business (Laptops, Desktops, Workstations, Servers...) in the secondary navigation. A third-level navigation bar will appear enabling you to select a system category.

3. Software & Peripherals catalog

An extensive selection of software and peripheral products from both Dell and other manufacturers are available on your Premier Page.

For quick access to your Software & Peripherals Catalog, go to the "Shop Dell Products" section available on your Premier home page. Alternatively, click on “Shop” in the masthead and then select “Software” or “Accessories & Peripherals” in the secondary navigation. A third-level navigation bar allows you to narrow your selection.

4. Search by keyword or part #

To locate products from any of the three catalogs, you can also use the Search box located in the upper right-hand corner.

Dell Premier Shopping and Ordering Guide https://www.delltechnologies.com

Dell.com/Account Shopping and Ordering Guide 2

Add to Cart, Compare or Configure

5. Add to Cart As you shop for Standard Configurations, Systems, or Software & Peripheral items, simply click on “Add to Cart” for each item you would like to purchase or save as an eQuote.

6. Compare Easily select multiple products, compare the proposed configurations, and view detailed specifications. Simply check the box corresponding to the products of interest and select "Add to compare" to enable the compare fly-out toolbar. Click ‘Compare Products” to view side-by-side comparison of product specifications.

7. Configure If an item is configurable, click on “Configure” to start customizing

Configuring a System

Configuration page options

1. When configuring a product, the configuration page displays a system with any user-selectable options that are available to your organization. To expand or collapse the view of the upgrades or downgrades, click on the arrow located top left of each configuration options box.

2. The price for a configuration will automatically update each time you change an option, so the total system price displayed always includes your current selections.

3. Tabs along the top let you quickly add accessories or support to your system.

4. When you are finished configuring a system select or “Add to Cart”.

Single page navigation with a clean and simple layout.

Saving your configuration

5. In Cart, click the “Show full spec” link to review the configuration options currently selected. This displays a summary of the specified configuration with associated SKUs and descriptions.

6. Selecting “Add to Cart” allows you to continue shopping, save the configuration as an eQuote, or update the quantity as needed and proceed to checkout. Selecting “Add to eQuote” allows you to save this exact configuration as an eQuote.

Dell.com/Account Shopping and Ordering Guide 3

Retrieving recent online orders and buying again

You can access your latest online purchases directly from the Premier home page as well as from your Premier “Account” tab.

The “Recent Online Orders” link leads you directly to your orders placed online within the last 30 days, so you can add to cart with a single click. This page displays your recent online orders, and the Search box helps you to quickly find your order by item, date, ID, price, payment method or buyer’s email.

Access your recent online orders and add them to your Cart again with a single click.

Working with eQuotes Saving an eQuote eQuotes let users prepare an order and save it for purchase later or send it to be reviewed by an authorized buyer.

1. Once all desired products are added to your cart, view the cart and click on “Save as eQuote.”

2. Finalize the eQuote by completing all the required fields. If you need to send this eQuote to your purchasing agent and/or any other recipient via email, select an Authorized Buyer from the list. The selected Authorized Buyer can approve/purchase eQuotes off the Premier Page.

3. Then click "Save eQuote". You will receive an e-mail confirmation with your saved eQuote information for future reference.

Retrieving an eQuote or Sales Quote

4. Click on the “Quotes” link located in the quick access strip on your Premier home page.

5. Quote lists can be sorted and displayed by multiple fields. The fastest way to find your quotes is to use the dynamic filtering search box.

6. To purchase a quote, click on the quote number and proceed to checkout. If you need to purchase multiple quotes, you can easily select them and click "Purchase Selected".

You may have access to both eQuotes and Sales Quotes via your Premier Page. eQuotes can be modified online prior to purchase. Sales Quotes are generated by a Dell Sales Representative and can be retrieved and purchased through Premier. However, any modifications require Dell Sales Support.

Dell.com/Account Shopping and Ordering Guide 4

Editing an eQuote

7. From within the eQuote list, click on the eQuote number.

8. Verify the quantity of each item selected. Use the stepper (+/-) buttons or type in the desired number to change quantity.

The price will be adjusted automatically.

9. To make changes to the product, click on “Configure” to open the configuration page, select your new options, and click “Return to eQuotes”.

10. Click “Save as new eQuote” to save your changes. The updated configuration will be saved as a new eQuote referencing a new eQuote number. The original eQuote will not be changed and remains in your list until it expires or deleted.

Requoting an expired eQuote

11. At the bottom of your Quote page, you can view and access eQuotes which have expired within the last 30 days. Clicking 'Requote" moves the eQuote to cart immediately and generates a new eQuote number. The new eQuote may reflect changes based on item availability and current pricing.

Placing an order

Add one or multiple items to your cart, verify the quantity and adjust if necessary, easily calculate the estimated tax and shipping, view a complete description of your products by clicking ‘Show full spec” or print an easy-to-read hard copy using the “Print” functionality.

Once done, click on “Checkout” and complete the steps.

A single page checkout experience allows you to complete your order quickly.

1. Within the “Order Contact” section, input the required information.

2. Complete the required Billing and Shipping information.

Select an already pre-populated billing address or add a new address. The Search field allows for easy and intuitive address search.

(Please note: Channel partners with end users or Value- Added Resellers may be asked to make an additional selection)

3. Select your delivery method.

4. Select your payment method using the drop-down menu. Fill out the necessary information.

5. Select Continue Securely.

6. Within the Review screen, check the order information and make any necessary changes by clicking on the Change link.

7. Click the green “Order and Confirm Payment” button to send the order to Dell.

An Order Confirmation screen will appear and reference your Dell Purchase ID Number (DPID) for tracking purposes.

Dell.com/Account Shopping and Ordering Guide 5

Accelerating Premier Checkout

When proceeding to Checkout, you can create an Express Checkout Profile for faster checkout next time. Once enabled, your Express Checkout Profile(s) are visible in Premier Cart. Select your profile and enter only your payment details directly in Premier Cart.

Clicking “Express Checkout” takes you to the final checkout step and simplifies your purchasing experience.

Speed up the checkout process by creating your Express Checkout Profile.

Order status

Confirmation emails

For every order placed online, you will receive three separate emails from Dell.

- Order Acknowledgement email notifying you the order has been received by Dell.

- Order Confirmation email which includes Dell order number, DPID number, and projected ship date.

- Ship Notification email contains detailed shipping information and confirms order has shipped.

Checking the status of an order

The “Order Status” link located in the horizontal quick access strip or at the top of your Premier homepage allows you to quickly check the status of one or more orders.

User Access Management

You can allocate Access Groups and Roles within Premier. This enables you to manage what a user can see and do within the site, depending on job roles and responsibilities. Access Groups and Roles can be created by your Dell Account Manager.

Individual Level

Access Group Level

Premier Site Level

Capabilities

S h o p e r N

P ri c

B u y

Q te

U s

A d m in is tr a to it

A d m in is tr a to

View own eQuotes ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

View all eQuotes for Access Group

View all eQuotes for Premier Page

Purchase from Premier Page

Add/Edit/Remove Users in Access Group

Add/Edit/Remove Users for Premier Page

Dell.com/Account Shopping and Ordering Guide 6

Access Group Management

If you have a Site Administrator user role, you will be able to manage the users of a Premier Page.

Select “Account” from the navigation menu on top of your Premier Page. The Account homepage provides you with a simple access to the main features like manage user’s profile, page settings, orders & invoices, and personal information.

When selecting the “Manage Users” link you can:

1. Add a new user. Input the user email address and select Add.

In the following fly-in module, enter the new user’s name. You have the option to choose Nominated Buyer, Order Notifications (Copy), and Send Email to User. Select the Access Group and the User Role within the chosen Access Group. Save your entries.

2. Delete an existing user.

3. Copy users to different access groups and roles

4. Upload or Download Users.

Personalizing your Premier Homepage

If your Dell Premier landing page has been set up for user personalization, you can customize your page by setting eQuotes or Standard Configurations as your landing page. If you would like to select one of the other landing page views, open the desired category page ("Quotes" or "Standard Configurations") and select the "Make this my Homepage" link, which is located at the top right-hand corner of your page. If you want to revert to the default Homepage view, simply click the "X" in the top right corner.

Dell Premier Video Library

Watch step by step demonstration videos that cover: Getting started with Premier, Quote creation & editing, Premier reports & Premier Access. Visit our Dell Premier Video Library.

Premier Website Support Teams

The two main teams available to assist with most requests that may arise about Premier Pages are the Premier Helpdesk and the Premier Account Managers.

Premier Helpdesk

The Premier Helpdesk is the support team for all technical queries relating to Premier, B2B/PremierConnect and Global Portal pages. This team aids with issues surrounding site performance, stability, and site login.

Premier Account Managers

The Premier Account Managers (PAM’s) provide administrative and maintenance support for ALL Premier Pages.

Engage the Premier Website Support Teams | EMEA | APJC

Copyright © 2022 Dell Inc. or its subsidiaries. All Rights Reserved.

https://www.delltechnologies.com/en-us/premier-solutions/video-library.htm https://www.premierhelpdesk.dell.com/phd/Global_Forms/AMER-English/form.aspx https://www.premierhelpdesk.dell.com/phd/Global_Forms/EMEA-English/Form.aspx https://www.premierhelpdesk.dell.com/phd/Global_Forms/APJ-English/Form.aspx image2.emf

505ENT-O24-NASPOCOMPUT-03.pdf

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-03 for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Wisconsin and

Dell Marketing L.P.

This Participating Addendum is entered into by State of Wisconsin (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number 23026, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services (“Master Agreement”):

Dell Marketing L.P. (“Contractor”) One Dell Way Round Rock, TX 78682

I. PARTICIPATING ADDENDUM CONTACTS.

Participating Entity’s contact for this Participating Addendum is:

Hallee Kox Procurement Specialist Hallee.Kox@wisconsin.gov 608-266-7554

Contractor’s contact for this Participating Addendum is:

Mike Vita Contract Program Manager Michael_Vita@dell.com

II. TERM. This Participating Addendum is effective as of the date of the last signature below, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances and regulations which are in effect during the period of this Participating Addendum and which in any manner apply to Contractor’s work or its conduct.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to the Contractor and Participating Entity and Purchasing Entities.

a. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities with the exclusion of those identified in Attachment A, Section 10, Restrictions.

b. Equipment Leasing. RESERVED.

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-03 for

Between State of Wisconsin and

Participating Addendum Number 505ENT O24 NASPOCOMPUT-03 for

c. Equipment Trade-in Program. The Purchasing Entity shall follow all of the State of Wisconsin’s required surplus property disposal procedures and policies. Use of the State’s current or subsequently awarded contract for disposal with a third party shall be used when applicable. If required disposal procedures allow and if the Contractor offers a Trade-In Program that offers savings or disposal not offered elsewhere for the Purchasing Entity, such Program may be utilized.

d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum. The State reserves the right to request to remove subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage during the life of this Participating Addendum.

e. Hardware. The dollar limits identified below are based on a SINGLE computer/system configuration.

This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION

Band One $15,000 Band Two $15,000 Band Three $1,000,000 Peripherals $10,000

Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within thirty (30) calendar days from the date the Contractor notifies the Participating Entity and is documented thereafter via written amendment hereto.

The terms of this Participating Addendum, excluding the Master Agreement, shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Participating State and Contractor.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS.

The Contractor must submit electronic reports on a quarterly basis and one (1) annual summary report on all sales, including service/maintenance, made against this Participating Addendum via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

a. Reports must include the information provided in Attachment C, NASPO ValuePoint Cooperative Contract Sales Report.

Participating Addendum Number 505ENT O24 NASPOCOMPUT 03 for

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

d. Such reports shall retain the same format throughout the life of the contract unless mutually agreed upon.

e. The Contractor agrees to provide reasonable additional reports if requested by the State of Wisconsin in a format and frequency as mutually agreed upon by both parties.

f. Quarter End Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31

The annual summary report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. If agreed in writing signed by both parties, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY SECURITY STANDARDS.

a. Executive Order 184. Executive Order 184 relating to Cybersecurity and Prohibiting the Use of Certain Foreign Technologies directs the Wisconsin Department of Administration to take measures to ensure certain prohibited vendors and technologies are not used on State IT networks. Accordingly, the following vendors and/or software are prohibited from being provided to any Purchasing Entity:

TikTok Huawei Technologies ZTE Corp Hytera Communications Corporation Hangzhou Hikvision Digital Technology Company Dahua Technology Company Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

Alibaba products, including but not limited to:

o AliPay

Kaspersky Lab

b. Confidential Information. RESERVED.

c. Security Incident or Data Breach Notification.

Participating Addendum Number 505ENT O24 NASPOCOMPUT 03 for

Incident Response. Contractor may need to communicate with outside parties regarding a confirmed Security Incident which may include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law, or contained in this Contract. Discussing Security Incidents shall be handled on an urgent as-needed basis, as part of Contractor’s communication and mitigation processes, defined by law or contained in this Contract.

Security Incident Report Requirements. Contractor shall report a confirmed Security Incident to the Purchasing Entity or designee within 72 hours or sooner as required by applicable law if Contractor reasonably believes there has been a Security Incident.

Breach Reporting Requirements. If Contractor has actual knowledge of a confirmed Data Breach that affects the security of any Public Data that is subject to applicable data breach notification law, Contractor shall: a) promptly notify the Purchasing Entity or designee within 72 hours or sooner or as required by applicable law; b) take commercially reasonable measures to address the Data Breach in a timely manner and c) be responsible for its Data Breach responsibilities, as provided in the next Section.

d. Data Breach Responsibilities. This Section only applies when a Data Breach occurs. Contractor agrees to comply with all applicable laws that require the notification of individuals in the event of a Data Breach or other events requiring notification. In the event of a Data Breach or other event requiring notification, Contractor shall: a) reasonably cooperate with the Eligible User by sharing information relevant to the Data Breach; b) promptly implement necessary remedial measures, if necessary; c) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in relation to the Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Purchasing Entity or designee.

e. Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) that store, process or transmit payment card information for the purchase of products and services under this Agreement comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances that transmit payment card information; “Applications” shall include all purchased and custom external (web) applications that store, process or transmit payment card information. “Servers” shall include all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers that store, process or transmit payment card information. “Cardholder Data” shall mean any personally identifiable data associated with cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address or telephone number.

Contractor and Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession as related to the purchase of products and services under this Agreement; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to the applicable PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a Customer or Customer’s duly authorized representative shall make commercially reasonable effort and be provided with cooperation to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of an exfiltration of Cardholder Data to an unauthorized third party in order to validate compliance with PCIDSS, provided such security review is specific to the PCIDSS solution applicable to the purchase of products and services ordered under this Agreement.

Participating Addendum Number 505ENT O24 NASPOCOMPUT-03 for

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Attachment A: Participating Entity Modifications or Additions to the Master Agreement

b. Attachment B: Vendor Agreement- Wisconsin’s Cooperative Purchasing Service (DOA-3333) Form

c. Attachment C: NASPO ValuePoint Cooperative Contract Sales Report

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Mike Vita Contract Program Manager

Michael_Vita@dell.com and Dell_Legal_Notices@Dell.com

For Participating Entity:

Hallee Kox Procurement Specialist Hallee.Kox@wisconsin.gov 608-266-7554

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

__________________________________________ Cheryl Edgington ___________________________ Printed Name Printed Name

__________________________________________ Director, State Bureau of Procurement __________ Title Title

Date Date

Katherine Castillo

Paralegal Advisor

12/07/2023

NASPO ValuePoint Computer Equipment, Peripherals & Related Services Master Agreement # 23026

A A- Dell

505ENT-O24-NASPOCOMPUT-03

PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER

AGREEMENT.

1. Additional Term Definitions. All terms used and not defined herein shall have the meaning given within the Master Agreement and Request for Proposal.

“Business Day” means any day on which the Purchasing Entity is open for business.

“Contract” means a binding agreement for the procurement of goods and Services under the terms and conditions contained within the Participating Addendum, Master Agreement, Solicitation and Addendums, Contractor’s response to the Solicitation, and related Agreements.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor to render Services under this Contract.

“Data Breach” means an unauthorized access by a non-authorized person(s) which results in unauthorized acquisition of Public Data and compromises the security, confidentiality, or integrity of Public Data. The Purchasing Entity and contractor shall collectively determine whether the unauthorized access constitutes a Security Incident or a Data Breach.

“Day” means calendar day unless otherwise specified.

“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to the Purchasing Entity within the framework of fulfilling obligations under a services specification (service description, SOW, or other agreed upon documentation containing the specifics of such services).

“Order” means the accepted Purchasing Entity standard document for Deliverables and Services, including incorporated documents or references, which incorporated documents and references are subject to Contractor’s review and written acceptance. An Order may be an eProcurement Order entered online or Purchase Order sent either hard copy, fax, or via e-mail. Such incorporated documents may include a Statement of Work (SOW), negotiated license agreement, or an official quotation.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with delivery instructions contained on the Purchasing Entity or State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“Public Data” means all confidential information that is created or originating with the Purchasing Entity whether such data or output is stored on the State or Purchasing Entity’s hardware, Contractor’s hardware, or exists in any system owned, maintained, or otherwise controlled by the State, a Purchasing Entity, or by Contractor. Public Data includes any federal data that the State or Purchasing Entity controls or maintains, that is protected under federal laws, statutes, and regulations.

“Purchasing Card (PCard)” is a charge card issued to an authorized State employee through the Wisconsin Department of Administration, State Bureau of Procurement’s purchasing card contract.

“Security Incident” means the potentially unauthorized access by non-authorized persons to Public Data that Contractor believes could reasonably result in the use, disclosure, or theft of Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. The Purchasing Entity and contractor shall collectively determine whether the unauthorized access constitutes a Security Incident or a Data Breach.

“Software” means commercial operating off-the-shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment.

The term “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

“State” for this Participating Addendum, means the State of Wisconsin.

“Subcontract” means any contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means any entity that enters into a Subcontract with the Contractor for the purpose of fulfilling the requirements and performance obligations of this Contract.

“Third Party” means any party who does not have a direct connection with this Contract, but who might be affected by it. A Third Party is a supplier of ancillary goods or support for a product or service who is neither the Contractor, Subcontractor, or the Purchasing Entity.

2. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum. Contractor will endeavor to confirm that all sales under this Participating Addendum are to Purchasing Entities authorized by this Participating Addendum.

3. No Quantity Guarantees. Purchase under this Agreement pursuant to the Master Agreement is not mandatory. This Participating Addendum is non-exclusive. The State may obtain related goods or Services from other sources during the term of this Agreement in its sole discretion and at its sole option. Subject to the foregoing, the State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Services shall be procured through this Agreement.

4. Quotes.

a. Contractor shall respond to Purchasing Entity quote requests by providing the requested quote within two (2) business days of receiving the request, or within the soonest commercially reasonable timeframe if the two (2) day requirement cannot be met.

b. Contractor shall provide written quotes to Purchasing Entities within 24 hours after initial response or within a commercially reasonable time, excluding requests received on weekends or Participating State holidays.

c. When a quote may take longer due to delays by the manufacturer, Contractor shall provide an estimate for when the quote will be provided. Standard 3-5 day shipping is included. Quotes shall identify any applicable special handling or shipping charges not covered under the Contract with a firm, “not to exceed” price. Any shipping costs listed on an invoice that exceed the price on the quote will not be paid by the Purchasing Entity.

d. Quote pricing shall remain firm for the period of time provided on the quote provided to the Purchasing Entity.

5. Pricing and Discount.

Contractor’s stated prices approved and agreed to with NASPO under the Master Price Agreement shall apply to this Participating Addendum. The State qualifies for governmental discounts, if available; and its educational institutions also qualify for educational discounts, if available. The Contractor may offer, within written quotes, a greater discount than the approved minimum discount for the State, volume purchases or for competitive reasons.

a. Purchasing Entities will be allowed to negotiate pricing available in the Master Agreement for lower pricing or higher discounts.

b. Contractor may offer such lower pricing or higher discount options available to the Purchasing Entity.

c. Contractor may offer promotions for deeply discounted products based on their inventory and sales. Contractor will be responsible to market such offers and adhere to the terms and conditions regarding advertising and news releases.

6. Substitution. Contractor will not substitute equipment, products, or Services specified by the Purchasing Entity in an Order. If equipment, products, or Services cannot be supplied and delivered as specified, Contractor shall promptly inform the Purchasing Entity in writing and the Purchasing Entity will be offered the choice of terminating the Order, accepting back order status, or consulting with the Contractor sales representative about selecting alternative goods or Services.

7. Warranty. Upon request, the Contractor will provide a copy of or a link to the manufacturer’s Warranty accompanying Products ordered.

8. Product Recalls. In the event Contractor recalls a Contractor branded product, Contractor agrees to use diligent efforts to provide written notice to the Participating State’s primary contact or designee within twenty (20) Business Days from the date of Contractor’s written public announcement of such recall. Such written notice shall identify the Contractor branded product being recalled, the reason for the recall (if applicable), and the process for replacing the recalled Contractor branded product. When such recalled equipment or products that are not Contractor branded products, Contractor agrees to notify the Participating State’s primary contact or designee within a reasonable time after Contractor’s receipt of the Third Party manufacturer’s written recall notice to Contractor, if applicable.

9. Replacement Parts. Replacement parts provided under a product warranty or service agreement will be provided in accordance with the applicable warranty or service agreement. Parts used in repairing or servicing hardware Products may be new, equivalent-to-new, or reconditioned.

10. Restrictions.

In addition to the Master Agreement, restrictions for Software, general services, and additional products/services are as follows:

a. Software.

Stand-alone Software purchase, including applications (“Apps”), is not allowed. Any software purchased must be related to the procurement of equipment.

The Purchasing Entity’s rights to use the Software delivered by the Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on http://www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such equipment. The software license agreement and/or End User License Agreement (EULA) terms for software licenses available under this Participating Addendum were not reviewed at the time of the Participating Addendum signing.

Such terms may be negotiated between the Purchasing Entity and the Contractor.

b. General Services.

Acquisition of such Services shall be subject to this Participating Addendum and the Master Agreement and to other additional terms that may be required by the Purchasing Entity. Services may be described in a Statement of Work (SOW). Such SOW shall include specific terms detailing the Services such as, but not limited to:

the time for performance, the payment amounts, payment contingencies, acceptance provisions, testing or other verification against specifications.

All travel expenses, if applicable, shall be agreed to in writing between the Purchasing Entity and the Contract Vendor as specified with the applicable Statement of Work, but such travel expenses shall not be reimbursed at rates below the rates noted in the current published State of Wisconsin Pocket Travel Guide published by the Office of State Employment Relations Division of Personnel Management for the same conditions. However, Purchasing Entities may be responsible for justifying the cost of travel expense reimbursements that have been mutually agreed upon at rates higher than those published in the Wisconsin Pocket Travel Guide; and When the Purchasing Entity Order requires a background check prior to providing Services, Contractor shall be responsible for meeting any background check requirements. Such background check requirements and the payment of the background checks shall be agreed to in writing between the Purchasing Entity and the Contractor in an SOW. Purchasing Entity shall have the sole discretion to allow or deny access to any individual providing Contract Services after conducting a background check.

c. Additional Product/Services.

Rental equipment is not authorized under this Participating Addendum.

11. Title of Product Restrictions. Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the terms and any software license, the Order of Precedence apply to the extent any terms of the software license are not in conflict with the Purchasing Entity’s applicable governing law.

12. Other Documents. Standard forms or templates not referenced in the Contract may be used for various purposes, including but not limited to, Purchase Orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect and have no force of law as between the parties hereto and do not modify the terms of this Participating Addendum.

13. Liens, Claims and Encumbrances. The Contractor warrants and represents that all Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

14. Website Ordering. The Participating State may inherit the NASPO Contractor website or require Contractor to provide a hosted or punchout site for use on an e-procurement system. Contractor will work with the State where needed for implementation. Contract pricing for only the scope of this Participating Addendum will be available on the website.

15. Trial or Demonstration of Device or Equipment. A written agreement between the Purchasing Entity and the Contractor shall occur prior to any trial or demonstration.

16. Acceptance/Acceptance Testing. The Contractor shall not require the Purchasing Entity to sign or electronically accept additional terms and conditions for acceptance or acceptance testing except under a custom SOW that has been mutually agreed to by both parties in writing, or as otherwise specified and agreed to within the applicable Order. Such additional terms and conditions for acceptance or acceptance testing shall be consistent and complementary with the terms and conditions of the Contract.

17. Delivery; Acceptance:

Purchasing Entity agrees to confirm delivery of all products covered by each Order when the same is delivered by signing a delivery acknowledgement. By signing a delivery acknowledgement, it is not certifying acceptance of the equipment. Unless otherwise agreed upon by both parties in writing, signing the delivery acknowledgement only certifies equipment has arrived to the location delivered.

Unless otherwise agreed to by both parties, signing the delivery and acceptance (“D&A”) certificate constitutes acceptance of the product(s) and allows Contractor to invoice for the product(s). Failure to sign the D&A or reject the product(s) within thirty (30) days of delivery shall be deemed as acceptance by the Purchasing Entity.

Acceptance of such products may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the

Purchasing Entity in relation to the preparation and shipping of product(s) rejected and returned, or for which acceptance is revoked. Further, with regard to material defects discovered after acceptance, the affected product will be subject to remedy in accordance with the applicable Warranty purchased for that product. Products that do not meet the acceptance criteria may be returned in accordance with section 19.b. of the Master Agreement.

A good or service furnished under this Contract shall function in accordance with the specifications identified in this Contract and Solicitation. If the goods or Services do not conform with the specifications identified in this Contract and Solicitation (“Defects”), the Purchasing Entity shall, prior to acceptance period to notify Contractor in writing of the Defect. Contractor agrees that upon receiving such notice, it shall use reasonable efforts to correct the Defects in accordance with section 19.c.1 of the Master Agreement.

Orders may be cancelable by Purchasing Entity until shipment. Contractor reserves the right to make Product deliveries in installments. Each installment shall be invoiced and paid for when delivery and installation are completed unless otherwise agreed upon with the Purchasing Entity.

Delay in delivery of any installment shall temporarily delay the obligation to remit payments as invoiced by Contractor for any equipment that has yet to be delivered and shall be reviewed on a case-by-case basis. Contractor reserves the right at any time to revoke any credit extended to Purchasing Entity because of Purchasing Entity’s failure to pay for any Products when due per the terms of this Participating Addendum.

18. Returns; Damaged Products. Returns are subject to Contractor’s return policy as posted at…