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HomeMy WebLinkAboutResolution - 2022-R0267 - PO 33001629 with Dell Marketing 6.14.22Resolution No. 2022-RO267 Item No. 6.15 June 14, 2022 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order 33001629, as per Purchasing Co-op Contract DIR-TSO-3763, for the purchase of Dell Latitude 7220 Rugged Tablets, by and between the City of Lubbock and Dell Marketing, LP of Round Rock, Texas, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on June 14, 2022 W� TRAY PA , MAYOR AT EST: A� A WX/ f7v Reb ca Garza, ity Secretary APPROVED AS TO CONTENT: Erik Rejino, Assistant City Manager APPROVED AS TO City Attorney RES.PO 33001629-Dell Marketing, LP 5.26.22 -ram-, City of Lubbock TEXAS PURCHASE ORDER TO: DELL MARKETING LP RR 8 BOX 8706 ONE DELL WAY ROUND ROCK TX 78682 Page - 1 Date - 5/26/2022 Order Number 33001629 000 OP Branch/Plant 3410 SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4r Marta Alvareirector of Purchasing & Contract Management Ordered 6/14/2022 Requested 6/30/2022 Delivery Per J Zhine / Req # 58857 Freight Taken By K MORGAN Q#3000120433532.1/DIR-TSO-3763/PUR 16629 Ifyou have any questions about this order, please contact Jay Zhine at 806-775-2366 or via email at JZhineamylubbock.us Description/Supplier Item Ordered Unit Cost UM Latitude 7220 Rugged Tblt 8GB 125.000 1,987.0000 EA 128GB SSD LTE #210-ATEF 5Y Warranty/ADP13Y Batterysery 125.000 EA #997-7015 #451-BCIK Terms NET 30 DAYS Extension Request Date 248,375.00 6/30/2022 Total Order 248,375.00 6/30:'2022 This purchase order encumbers funds in the amount of $248,375.00 awarded to Dell Marketing, LP of Round Rock, TX, on June 14 , 2022. The following is incorporated into and made part of this purchase order by reference: Quote dated May 3, 2022, from Dell Marketing, LP of Round Rock, TX, and DIR-TSO-376. Resolution # 2022-RO267 A ST: Re ca arxa, City Secretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER: CONTRACTOR A(`KNr FI OWG by nnlvin v (:nnAe or Cervices that the Contra or has read fully understandsand will be in full compliance with all terms and conditions and the descriptive material contained herein " any additional associated documents and Amendments, The City disclaims any terns and conditions provided by the Contraptor unless.i uoon in writing by the parties In the event of conflict between the Cnv's terms and conditions and anv terms and conditions provided by the Contractor, the terms and conditions provided herein shall I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but riot afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. 0. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alterative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount ofsuch commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performanceandfault-fee result in the processing date and daterelateddata (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or definit The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of infringement of the hike. If Seller is of the opinion that an infringement or the Idle will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the bike, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event oavrs first If atany time fmds are not appropriated fir the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall riot be obligated under this contract beyond the date of termination 13. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting them 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terns hereof including warranties of Seller or if the Seller becomes insolvent or commis acts of bankruptcy Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work tuner this order maybe terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination- specifying the extent to which perfbrnance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of thew agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Wherever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other party give written assurance of his intent to perform In the event that a demand is made and no assurance is given within five (5) days, the demanding party may neat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defemd and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, ifany judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 14. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract equity, or otherwise, including without limitation, the right to seek any and all fortes of relief in a court of competent jurisdiction Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. 28. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 29. Texas Government Code. Section 2252.908 requites a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. instructions for completing Form 1295 are available at: htm:!'www.ci.lubbocKlmus'dmam>mentaL- websites'depar mcnls pwchasiny'v_eWgr-infprmar ign 30. No Boycott of Israel Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the tern of the contract resulting from this solicitation Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. No Boycott of Energy Companies. Pursuant to Section 2274 of the Texas Goverment Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott Energy Companies and will not boycott Energy Companies during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott ratification in its Response. 32. No Boycott of a Firearm Entity or Firearm Trade Association. Pursuant to Section 2274 of the Texas Goverment Code, Respondent certifies that either () it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the term of the contract resulting from this solicitation Respondent shall state any facts that make it exempt from the boycott certification in its Response. 33. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 34. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 35. Pursuant to Section 552.30I(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an emailed request: oMgmylubbock.us. Please send this request to this email address for it to be processed REV. 32022 DOLLTechnologies A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quote No. Total Customer # Quoted On Expires by Contract Name Contract Code Customer Agreement # Deal ID 3000120433532.1 $248,375.00 1784159 May. 20, 2022 Jun. 19, 2022 Texas Department of Information Resources (TX DIR) C000000O06841 TX DIR-TSO-3763 14780458 Message from your Sales Rep Sales Rep Cody Long Phone (800) 456-3355, 6180336 Email Cody_Long@Dell.com Billing To ACCOUNTS PAYABLE CITY OF LUBBOCK PO BOX 2000 LUBBOCK, TX 79457-0001 Please contact your Dell sales representative if you have any questions or when you're ready to place an order. Thank you for shopping with Dell! Regards, Cody Long Product Dell Latitude 7220 Unit Price Quantity Subtotal $1,987.00 125 $248,375.00 Subtotal: $248,375.00 Shipping: $0.00 Environmental Fee: $0.00 Non -Taxable Amount: $248,375.00 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $248,375.00 Special pricing may be available for qualified customers. Please contact your DFS Sales Representative for details. Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Quantity Subtotal Dell Latitude 7220 $1,987.00 125 $248,375.00 Estimated delivery if purchased today: Jul. 20, 2022 Contract # C000000006841 Customer Agreement # TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Latitude 7220 Rugged, CTO 210-ATEF - 125 - 8th Generation Intel Core i5-8365U Processor (4 Core,6MB 379-BDQV 125 - Cache, 1.6GHz,15W) Windows 10 Pro (Includes Windows 11 Pro License) English, French, 619-AQMP 125 - Spanish No Microsoft Office License Included — 30 day Trial Offer Only 658-BCSB - 125 - Intel Core i5-8365U with u-blox NEO-M8 GPS card 8GB Memory 338-BTPT - 125 - No Out -of -Band Systems Management - vPro Disabled 631-ACHF - 125 - 8GB 2133MHz LPDDR3 Memory 370-AFCZ - 125 - M.2 256GB PCIe NVMe Class 35 Solid State Drive 400-BNOD - 125 - 11.6", FHD (1920 x 1080), 1000 Nit Outdoor -Readable, AG/AS/AP, 391-BEVG 125 - Glove -Capable Touchscreen Intel Wi-Fi 9560 Driver with Bluetooth 555-BFIU - 125 - Intel Dual Band Wireless AC 9560 (802.11ac) 2x2 555-BFJV - 125 - 4G DW5821 E Snapdragon X20 4G/LTE Wireless WAN card for AT&T 556-BCDX 125 - (With NMEA GPS Port Support) Dell WWAN Bracket Bar for Rugged 575-BCBR - 125 - 2-cell (34Wh) 3-Year Limited Hardware Warranty Lithium Ion Primary 451-BCIK 125 - Battery 45 Watt AC Adapter 450-AEHK - 125 - No Security Software 650-AAJS - 125 - No Media 620-AAOH - 125 - E4 Power Cord 1 M for US 537-BBBL - 125 - Latitude Rugged 7220 Getting Started Guide 340-COCF - 125 - 2-cell (34wh) 3-Year Limited Hardware Warranty Lithium Ion 451-BCDI 125 - Secondary Battery Custom Configuration 817-BBBB - 125 - System Regulatory Label 389-DRXP - 125 - Regulatory Label (WWAN) 389-DRXR - 125 - Windows 10 Additional Software 658-BEPO - 125 - Shipping Material, Shuttle 340-AQMD - 125 - System Shipment, Latitude 72x2 340-AQME - 125 - Directship Info Mod 340-CKTD - 125 No Option Included 340-ACQQ - 125 - ENERGY STAR Qualified 387-BBNJ - 125 - 5 MP HD IR webcam /8 MP rear camera with Flash and Dual 319-BBHH 125 - Microphone WLAN/WWAN Chassis No NFC 321-BEZE - 125 - Connector for 1/0 Expansion 750-ABNN - 125 - Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Mini Serial Port 325-BDNX - 125 No Option Included 340-ACQQ - 125 No Security 461-AAHD - 125 ProSupport Plus: Next Business Day Onsite, 2 Year Extended 804-0512 - 125 ProSupport Plus: Next Business Day Onsite, 3 Years 804-0513 - 125 Dell Limited Hardware Warranty Extended Year(s) 975-3461 - 125 Dell Limited Hardware Warranty Initial Year 997-6988 - 125 ProSupport Plus: Accidental Damage Service, 5 Years 997-7015 - 125 ProSupport Plus: Keep Your Hard Drive, 5 Years 997-7016 - 125 ProSupport Plus: 7x24 Technical Support, 5 Years 997-7038 - 125 Thank you for choosing Dell ProSupport Plus. For tech support, visit 997-8367 125 www.dell.com/contactdell or call 1-866-516-3115 Subtotal: $248,375.00 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Total: $248,375.00 Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Texas Association of School Boards • Legal Services P.O. Box 400 • Austin, Texas 78767-0400. 512.467.3610 * 800.580.5345 • legal.tasb.org • legal@tasb.org Serving Texas Schools Since 1949 FAQ on Form 1295: Certificate of Interested Parties Disclosure and School District Acknowledgment Published online in TAS8 School Law eSource Q: What is the law on Form 1295 disclosures by business entities? A: In 2015, the Texas Legislature adopted House Bill 1295 (HB 1295), an ethics law that requires a written disclosure of interested parties by business entities that enter into certain contracts with governmental entities, including school districts. Tex. Gov't Code § 2252.908. This law is codified at Texas Government Code section 2252.908. The Texas Ethics Commission (Commission) adopted the Certificate of Interested Parties (Form 1295) for vendors to complete and file with school districts to satisfy the disclosure requirement. School districts must timely acknowledge receipt of the Form 1295 with the Commission. Q: Which contracts does Form 1295 apply to? A: Form 1295 must be filed for a contract that (1) requires an action or vote by the board of trustees; (2) has a value of at least $1 million; or (3) is for services that would require a person to register as a lobbyist under Chapter 305 of the Texas Government Code. Tex. Gov't Code § 2252.908(b). A contract does not require "an action or vote" by the governing body and is exempt from disclosure if: 1) the governing body has legal authority to delegate to its staff the authority to execute the contract; 2) the governing body has delegated to its staff the authority to execute the contract; and 3) the governing body does not participate in the selection of the business entity with which the contract is entered into. 1 Tex. Admin. Code § 46.1(c). The "value" of a contract is based on the amount of consideration received or to be received by the business entity from the district under the contract. 1 Tex. Admin. Code § 46.3(g). Q: When is the law effective for school district contracts? A: The disclosure requirement in the law applies to contracts entered into on or after January 1, 2016. According to the Commission's rules, the term "contract" includes an amended, extended, or renewed contract. 1 Tex. Admin. Code § 46.3(a). Therefore, a contract subject © 2019. Texas Association of School Boards. All rights reserved. TASB Legal Services Page 2 to the law originally entered into before 2016 that is amended, extended, or renewed after January 1, 2016, is subject to Form 1295 disclosures. Q: What contract changes apply to this disclosure law? A: A change made to an existing contract, including an amendment, change order, or extension of a contract, apply to Form 1295 disclosures only under certain circumstances. 1 Tex. Admin. Code § 46.4(a). If a disclosure of interested parties form was not filed for an existing contract, the law applies if (1) the changed contract requires an action or vote by the governing body of the entity or agency; or (2) the value of the changed contract is at least $1 million. 1 Tex. Admin. Code § 46.4(b). If a business entity submitted a disclosure of interested parties form to the district for an existing contract, the law applies if (1) there is a change to the disclosure of interested parties; (2) the changed contract requires an action or vote by the governing body of the entity or agency; or (3) the value of the changed contract is at least $1 million greater than the value of the existing contract. 1 Tex. Admin. Code § 46.4(c). Q: What business entities are covered by this disclosure law? A: The term "business entity" means any entity recognized by law through which business is conducted with a governmental entity or state agency, including a sole proprietorship, partnership, or corporation, regardless of whether the entity is a for -profit or nonprofit entity. Tex. Gov't Code § 2252.908(a)(1); 1 Tex. Admin. Code § 46.3(b). The term does not include a governmental entity or state agency. 1 Tex. Admin. Code § 46.3(b). Q: Are some contracts excluded from the disclosure requirement? A: Yes, certain contracts are excluded from the disclosure requirement. For contracts entered into on or after January 1, 2018, the exclusions that are likely to apply to school districts include a contract with (1) a publicly traded business entity, including a wholly owned subsidiary of the business entity; (2) an electric utility, as defined by Section 31.002, Utilities Code; and (3) a contract with a gas utility, as defined by Section 121.001, Utilities Code. Tex. Gov't Code § 2252.908(c)(4)-(6). Q: What is the required form for the 1295 vendor disclosure? A. The disclosure of interested parties by vendors must be submitted on a form prescribed by the Commission that includes a list of each interested party for the contract of which the contracting business entity is aware. In 2017, SB 255 amended the law that required a notarized form. Instead, for contracts entered into on or after January 1, 2018, the disclosure form will include a written, unsworn declaration subscribed by the authorized agent of the contracting business entity as true under penalty of perjury that is in substantially the form set out in Texas Government Code section 2252.908(e)(2). Tex. Gov't Code § 2252.908(e); 1 Tex. Admin. Code § 46.5(a). © 2019. Texas Association of School Boards, Inc. All rights reserved. TASB Legal Services Page 3 Q: Who is an interested party to be disclosed? A: The law states that a governmental entity may not enter into a contract subject to the law unless the business entity submits a disclosure of interested parties. To determine who is an interested party, one must review the Commission's rules for definitions of interested party, controlling interest, and intermediary. Interested Party: An interested party means (1) a person who has a controlling interest in a business entity, or (2) an intermediary. 1 Tex. Admin. Code § 46.3(d). Controlling Interest: A controlling interest means one or more of the following interests in a business entity related to ownership, board membership, or officer position: 1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; 2) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or 3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers, but not including an officer of a publicly held business entity or its wholly owned subsidiaries. 1 Tex. Admin. Code § 46.3(c). Intermediary: An intermediary means a person who actively participates in the facilitation of the contract or negotiating the contract, including a broker, adviser, attorney, or representative of or agent for the business entity who: 1) receives compensation from the business entity for the person's participation; 2) communicates directly with the governmental entity or state agency on behalf of the business entity regarding the contract; and 3) is not an employee of the business entity or of an entity with a controlling interest in the business entity. 1 Tex. Admin. Code § 46.3(e). On Form 1295, the name of any interested party must be disclosed, along with checking the box that identifies the nature of the interest, which will either be controlling or intermediary based on the above definitions. © 2019. Texas Association of School Boards, Inc. All rights reserved. TASB Legal Services Page 4 Q: Does Form 1295 have to be filed even if there is no interested party? A: Yes. Form 1295 must be filed even if the business entity determines that there are no interested parties. In that case, Form 1295 will indicate that there is no interested party. Q: What are school district requirements for contracts covered by HB 1295 and Form 1295 filing? A: Although not legally required, school districts should provide advance notice during the contract procurement process of the requirement to file Form 1295 so that business entities will timely complete and submit it to the school district. While the business entity is responsible for filing Form 1295, school districts have their own separate obligations related to the identification, acknowledgment and retention of Form 1295. School districts must (1) provide a tracking identification number for the contract for a business entity to use in completing Form 1295, (2) electronically acknowledge receipt of Form 1295 with the Texas Ethics Commission, and (3) retain the Form 1295 in district records. 1 Tex. Admin. Code § 46.5(a)(4), (c). The regulations do not specify a particular format for a school district's "identification number," only that it be a means to "track or identify the contract." 1 Tex. Admin. Code § 46.5(a)(4). Q: What is the required time to acknowledge receipt of Form 1295? A: Contracting business entities are responsible for first electronically filing Form 1295 with the Commission. Tex. Gov't Code §2252.908(d); 1 Tex. Admin. Code § 46.5(a). This filing process creates a certification of filing and a completed Form 1295 that must be printed, signed by an authorized agent of the business entity, and submitted to the school district. 1 Tex. Admin. Code § 46.5(b). After the school district receives the certification of filing with the completed Form 1295, it must notify the Commission, in an electronic format prescribed by the Commission, of the receipt of those documents not later than the 30th day after the school district receives the disclosure. 1 Tex. Admin. Code § 46.5(c). Q: How do school districts acknowledge a Form 1295? A: The only option for acknowledging Form 1295 is electronically at the Commission's website. To comply with the acknowledgment requirements, a district must: 1) log in as a government user; 2) electronically acknowledge the Form 1295 that has been filed by the business entity with the school district; and 3) not send the paper Form 1295 to the Commission but rather maintain it in district records. Q 2019. Texas Association of School Boards, Inc. All rights reserved. TASB Legal Services Page 5 Under the heading Instructional Videos for Governmental Entities and State Agencies, the Commission's Website has videos with step-by-step guidelines for logging in the first time and acknowledging a Form 1295. Q: Where can school districts and business entities find out more about HB 1295? A: The Texas Ethics Commission's website has helpful information on Filing Reports Form 1295 Certificate of Interested Parties including the electronic filing application, laws and regulations, and forms and instructions. This document is continually updated, and references to online resources are hyperlinked, at tasb.org/Services/Legal-Services/TASB-School-Law-eSource/Governance/documents/fag-form-1295. pdf. For more information on this and other school law topics, visit TASB School Law eSource at schoollawesou rce.tasb.org. This document is provided for educational purposes only and contains information to facilitate a general understanding of the law. It is not an exhaustive treatment of the law on this subject nor is it intended to substitute for the advice of an attorney. Consult with your own attorneys to apply these legal principles to specific fact situations. Updated September 2019 © 2019. Texas Association of School Boards, Inc. All rights reserved. TASB Legal Services Dell Marketing L.P. Telephone One Dell Way Telefax Round Rock, Texas 78682 February 12, 2021 Dear Customer, Dell Marketing LP is a wholly owned subsidiary of Dell Technologies Inc., a publicly traded business entity since December 2018. This is publicly available information and is posted on the SEC website, for a SEC reference document please see the following that lists all subsidiaries of Dell Technologies, Inc. as of the date specified: https://www. sec.gov/Archives/edgar/data/1571996/000157199619000008/exhibit 211 020119.htm Dennis Brabandt Dell Marketing L.P. Contract Program Manager Dell Customer Communication - Confidential