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Agenda Report - June 7, 2023 C-03
CITY OF s a t C A L I FORN IA AGENDA ITEM Cow 3 COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Authorizing Purchase of Dell PowerMax 2500 Storage Array from SidePath, Inc., of Laguna Hills ($350,000) and Appropriating Funds ($86,627) MEETING DATE: June 7, 2023 PREPARED BY: Information Technology Manager RECOMMENDED ACTION: Adopt resolution authorizing purchase of Dell PowerMax 2500 storage array from SidePath, Inc., of Laguna Hills, in the amount of $350,000 and appropriating funds in the amount of $86,627. BACKGROUND INFORMATION: As part of the City's efforts to replace aging network infrastructure, a refresh of the City's storage array is scheduled for fiscal year 2022/23. The project is funded by budget appropriation in Fiscal Year 2022/23 and will replace the current Dell Compellant storage controller, first deployed in 2017. At the end of this project the City will have newer and more reliable equipment, improved security to for City's data, ability to encrypt data at rest, stability and lower the risk of system failure. The storage array is used by all departments in the daily operations of City business. I.T. staff evaluated three data storage systems from Dell Inc., Pure Storage and Nutanix. Staff determined that two of the systems, Dell PowerMax and the Pure FlashArray X Series, met the City's data storage requirements. Further evaluation, staff chose Dell PowerMax with a five year pro support and maintenance. Dell Inc. PowerMax 2500 - 5 year support _ $314,005 - tax not include Pure Storage Flash Array X Series — 5 year support $390,029 - tax not included In accordance with Lodi Municipal Code Section 3.20.077, the Information Technology Manager has the ability to acquire electronic hardware through negotiation, requests for proposal or competitive bids and award based on "best value" criteria. The Information Technology Manager has selected to utilize the negotiation method for acquiring two Dell PowerMax 2500, and five years Dell ProSupport from SidePath, Inc., a preferred value added reseller of Dell equipment for the following reasons: • IT manufactures will work with one value-added reseller (VAR) when creating quotes for products for a single customer. • Other VARs will not quote a product from the same manufacture if a prior quote had already been created for a competing VAR for a single customer. APPROVED: x (Jun 1, 202315:51 PDT) Stephen Schwabauer, City Manager Adopt Resolution Authorizing Purchase of Dell PowerMax 2500 Storage Array from SidePath, Inc., of Laguna Hills ($350,000) and Appropriating from Fund Balance ($86,627) June 7, 2023 Page 2 It is the staff recommendation to purchase the Dell PowerMax 2500 storage array and five years Dell ProSupport, from Dell value added reseller, SidePath Inc. for the amount of $350,000. Staff also recommends appropriating funds in the amount of $86,627 from the fund balance, with the carryover of remaining funds to FY24. FISCAL IMPACT: The additional appropriation for this purchase beyond what is included in the Fiscal Year 23 budget will be from fund balance of the I.T. replacement fund. There is no additional impact from this action. FUNDING AVAILABLE: Requested Appropriation from balance of I.T. replacement fund 64299000-77030 of $86,627 from fund balance, with carryover of remaining funds to FY 24. Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director Benjamin Buecher Benjamin Buecher Information Technology Manager Signature:; ,,r., Signature: 0^44,�,,,,� /CSW Email: bbuecher@lodi.gov Email: akeys@lodi.gov sidepathri 22892 Mill Creek Drive Laguna Hills, CA 92653 Phone (949)748-8700; Fax (949)748-8706 wWW,sidevoffis—m- Bill To: City of Lodi Attn: Matthew Casson 221 West Pine Street Lodi, CA 95240 Phone: +1209-333-5538 Email: matthew.casson@lodi.gov Quotation Date: 04/26/23 Quotation #: SIDQ43582 Valid Until: 05/26/23 Prepared By: Tray Smith Project ID: SIDPROJECT40666 Ship To: City of Lodi Attn: Matthew Casson 221 West Pine Street Lodi, CA 95240 Phone: +1 209-333-5538 Email: matthew.casson@lodi.gov Qty Item Code Description Unit Price Ext. Price PowerMax 2500 1 210-BDYO PowerMax 2500 NX SYS BAY1 1P PSNT 3P 1 151-BBVM PowerMax NX Data at Rest Encrypt=lC 1 379-BDPD ISG Product (info) 1 876-2246 Dell Hardware Limited Warranty Initial Year 1 876-2264 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 3 Years 1 876-2270 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 2 Years Extended 1 876-2308 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit j/www-.dell.com/support or call 1-800- 945-3355 1 874-2959 5 Years ProSupport Mission Critical PowerMax NX ITB Bundle Sftwr Spt-Contract 1 874-2968 5 Years ProSupport Mission Critical PowerMax NX Data at Rest Encrypt Sftwr Spt-Maint 1 846-1984 Zero Dollar ESRS Install 1 812-4043 ProDeploy Plus No Charge Training 1700 1 874-4836 ProDeploy Plus for PowerMax 2500 11 400-BNSK PowerMax NX 384OGB 34 449-BBXU PowerMax 2500 CAPACITY 1 590-TFII PowerMax NX Ethernet 4 590-TFIO Multi mode Optics Kit 10GE 99 395-BBBR SIZER ID DIGIT 1 TRACKING MODEL 7 395-BBBS SIZER ID DIGIT 2 TRACKING MODEL 6 395-BBBT SIZER ID DIGIT 3 TRACKING MODEL 6 395-BBBU SIZER ID DIGIT 4 TRACKING MODEL 9 395-BBBV SIZER ID DIGIT 5 TRACKING MODEL Sidepalh- PowerMax 2500 - 5yr support Page 1 of 4 Qty Item Code 395 BBBW Description SIZER ID DIGIT 6 TRACKING MODEL 5 5 395 BBBX SIZER ID DIGIT 7 TRACKING MODEL 7 395-BBBY SIZER ID DIGIT 8 TRACKING MODEL 7 395-BBBZ SIZER ID DIGIT 9 TRACKING MODEL 50 395-BBCZ OPROVISION FACTOR TRACKING MODEL 3,000 395-BBFS PowerMax 2/8K DATA REDUCTION RESERVATION 1 395-BBID JUNIPER TRACKING MODEL 1 395-BBIE PowerMax NX Encrypt 1 395-BBIB Embedded Management PowerMax NX New 34 149-BBMR PowerMax NX Inclusive SW Open ITB=CC 34 874-2712 5 Years ProSupport Mission Critical PowerMax NX 1TB Bundle Sftwr Spt-Maint 1 874-4825 ProDeploy Plus Add -On for PowerMax 2500 Rack Install Requires ProDeploy Plus 34 841-7818 ProSupport and Mission Critical 4 Hour Hardware Component Maint Add On 5 Years Dell EMC PowerPathNE 1 210-ATYJ PowerPath VE 1 528-CLYC PowerPath for VMAX AF -FX lic=1C 1 848-0465 5 Years ProSupport Mission Critical PowerPath for PowerMax Essentials Software Support Maint 1 929-3709 Thank you for Your Order 1 935-6720 Thank you for Your Order 1 626-BBBG Storage Software Info 1 812-4011 ProDeploy Plus No Charge Training 200 1 843-6230 I ProDeploy Plus for PowerPath One Host SRM for PowerMax 1 210-AXIZ 1,735-6720 929-3709 1 935 6720 1 1848-0342 1 812-4042 1 825-9310 1 825-9311 1 626-BBBG 34 528-CKXS 34 848-0352 PowerMax 2500 Engine 1 210-BEDU 1 379-BDPD SRM for PowerMax Thank you for Your Order Thank you for Your Order 3 Years ProSupport Mission Critical SRM for PowerMax Pro Software Support -Contract ProDeploy Plus No Charge Training 1600 ProDeploy Plus Storage Resource Manager ProDeploy Plus Storage Resource Manager Deployment Verification Storage Software Info SRM for PowerMax PRO=CC 3 Years ProSupport Mission Critical SRM for PowerMax Pro Software Support-Maint PowerMax 2500 384G BASE nodepair ISG Product (info) Unit Price I Ext. Price Sldepalh- PowerMax 2500 - 5yr support Page 2 o 4 Qty Item Code Description Unit Price Ext Price 1 876-2247 Dell Hardware Limited Warranty Initial Year 1 876-2272 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 3 Years 1 876-2276 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 2 Years Extended 1 876-2314 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/seappQrt or call 1-800- 945-3355 1 338-CFGY PowerMax 2500 Offload Engine Assy P2 1 338-CFHB PowerMax NX ROW CM 1 338-CFHD PowerMax NX CSTATION ROW 1 370 -AHEM PowerMax NX 16GB MEMORY DIMM 1 450-ALQU PowerMax 2500 180OW-HLPS 1 770-BEKI PowerMax 2500 BASE ENG INSTALL KIT 3P 1 841-7828 ProSupport and Mission Critical 4 Hour Hardware Component Maint Add On 5 Years 1 841-7848 ProSupport and Mission Critical 4 Hour Hardware Component Maint Add On 5 Years AppSync for PowerMax 1 210 -AXIL AppSync for PowerMax 1 848-0355 3 Years ProSupport Mission Critical AppSync for PowerMax 2000 Advanced Pro Software Support Contract 1 929-3709 Thank you for Your Order 1 935-6720 Thank you for Your Order 1 626-BBBG Storage Software Info 1 812-4005 ProDeploy Plus No Charge Training 300 1 825-0200 ProDeploy Plus Dell EMC AppSync 1 825-0201 ProDeploy Plus Dell EMC AppSync Deployment Verification 34 528-CKUO AppSync Advanced PowerMax 2000-PRO=CC 34 848-0339 3 Years ProSupport Mission Critical AppSync for PowerMax 2000 Advanced Pro Software Support Maint PowerMax NX DAE 1 210-BDYJ PowerMax 2500 48 SLT DME 1 379-BDPD ISG Product (info) 1 876-2500 Dell Hardware Limited Warranty 1 876-2524 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 3 Years 1 876-2528 ProSupport Mission Critical 4 -Hour 7x24 On -Site Service with Emergency Dispatch 2 Years Extended 1 876-2570 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years Sidepath- PowerMax 2500 - 5yr support Page 3 o 4 Qty Item Code Description Unit Price Ext. Price 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit /jwww.de l-rigm/suppprt or call 1-800- 945-3355 1 878-6350 ProSupport and Mission Critical 4 Hour Hardware Component Maint Add On 5 Years SubTotal $285,343.46 Sidepath Professional Services 1 SID-PS-SVC-FF-CUS-BAS Basic installation of AppSync and Basic installation of PowerPath included for up to (10) ten hosts. SubTotal $10,000.00 Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by Sidepath's Purchasing Terms and Conditions, which are located at: wmmldeoath.comlterms. The Purchasing Terms and Conditions are incorporated herein by reference and available in hard copy upon your request. CA Shipments: CA Electronic Waste Recycling (eWaste) Fee will apply to monitors, laptops or tablets. Payment Terms from Ship Date: Net 60 Please contact me if I can be of further assistance. If you have any questions regarding this quotation, please contact: Tim Haydon 1 858-229-3707 1 tim@sidepath.com THANK YOU FOR YOUR BUSINESS! Subtotal $295,343.46 Taxes $14,923.12 Shipping $0.00 Grand Total $310,266.68 Sidepath- PowerMax2500-5yrsupport Page 4 o 4 SidePath Inc., Standard Terms and Conditions of Purchase www.sidepath.com/terms STANDARD TERMS AND CONDITIONS OF PURCHASE These Standard Terms and Conditions of Purchase apply to each purchase or lease of products or services by you ("Customer") from Sidepath, Inc. ("Sidepath"), except to the extent different or additional terms have been expressly agreed to by Customer and Sidepath in writing. These Terms and Conditions shall become effective on the date that Sidepath has accepted Customer's purchase order, signed quotation or signed Statement of Work as indicated under Overview (Section La.) below. These Terms and Conditions may be revised at any time by Sidepath in its sole discretion, without notice to Customer. The Terms and Conditions that apply to each purchase or lease of products or services by Customer are those Terms and Conditions that were in effect at the time of the order. These Terms and Condition may be accessed online at www.sidenath.com/ierms or such other site as Sidepath may inform Customer of in writing. A hard copy of these Terms and Conditions is also available from Sidepath by written request. 1. Overview a. These Terms and Conditions govern the purchase and/or lease of Products and Services from Sidepath as set forth in Customer's purchase order that has been accepted by Sidepath or Sidepath's quotation that has been signed by Customer (each, an "Order"), and/or in a Statement of Work signed by the parties (an "SOW"), as applicable. "Products" are the hardware and software products and related maintenance and support services that Sidepath procures from vendors for resale to its customers from time to time. "Services" are professional services that Sidepath or its authorized subcontractors perform for Sidepath's customers, but do not include maintenance and support services. Provisioning of Services is contingent upon Customer providing Sidepath with any equipment, software, licenses, technical information, design documentation, and any other information or documentation reasonably required to perform the Services as specified in each Order or SOW. b. Any additional or different terms and conditions contained in or included with any Customer purchase order will not apply to any Order notwithstanding any Sidepath acknowledgment or acceptance of such additional and/or different terms and conditions. C. If a conflict exists between language within these Terms and Conditions and an SOW or other written agreement signed by the parties, the terms of the SOW or such other signed agreement shall control. 2. Products; Maintenance and Sunport a. Sidepath agrees to sell and Customer agrees to purchase the Products described in each purchase order submitted by Customer and accepted by Sidepath in accordance with these Terms and Conditions. b. Products purchased hereunder may only be used by Customer in connection with its business operations, and may not be resold or transferred to any third party. C. Sidepath may offer and Customer may agree to purchase maintenance and support services for Products in accordance with the terms and conditions specified in the applicable Order. 3. Services a. If Customer orders Services, Sidepath or its authorized subcontractors shall provide such Services as set forth in the applicable Order or SOW. The Order or SOW shall incorporate, as applicable, the following; (a) identification of all deliverables, including all mutually agreed to Product deliverables; (b) a detailed description of all activities to be performed by Sidepath and Customer and the location of each activity; and (c) a timetable for completion of each phase of the project. Sidepath Purchase Terms & Conditions (Rev 013019) Page 1 of 6 b. Sidepath shall furnish the labor, supervision, tools, equipment, materials and supplies for any such Services as specified in the Order or SOW. 4. Orders and Delivery a. Customer shall issue an Order for any Products ordered hereunder, and shall issue an Order or execute an SOW for any Services ordered hereunder. Each Order or SOW shall include the following terms, as applicable, for the Products and/or Services ordered thereunder: (a) quantities; (b) item descriptions; (c) pricing; (d) delivery destination and shipping terms; and (e) billing information. b. Customer may request, by written notice to Sidepath prior to shipment of the Products and/or commencement of Services, to cancel an Order for Products and/or Services, or any part thereof, postpone the Delivery Date of some or all of the Products, change the destination to which some or all of the Products and/or Services are to be delivered or rendered, and/or change the scope of Services, it being understood and agreed, however, that Sidepath and/or the manufacturer/vendor, as applicable, may reject the request or impose price changes or surcharges. C. Sidepath shall use commercially reasonable efforts to cause the Products to be shipped and delivered to the destination(s) set forth in each Order on or before the specified delivery date. d. Any damages or defects discovered after delivery must be reported within ten (10) business days and an RMA number must be received prior to return of the Product. All other Product issues must be handled through the manufacturer's or vendor's standard warranty process. 5. Pa Ment and other Financial Terms a. Customer will pay invoices in full within thirty (30) days after the invoice date, unless a different payment term has been negotiated as indicated on the applicable quotation. If Customer fails to pay any such invoice, interest will accrue on the unpaid balance after a grace period of another thirty (30) days at a rate equal to the lesser of 1.5% per month (eighteen percent (18%) per annum) or the maximum rate allowed by law. Sidepath's provision of Products and/or Services is subject to credit approval of Customer for each Order. b. Unless otherwise stated in the applicable Order or SOW for Services, Customer shall reimburse Sidepath for Sidepath's reasonable expenses approved in advance by Customer and incurred by Sidepath in the performance of the Services. C. Prices are exclusive of any applicable taxes unless otherwise indicated, and Customer shall pay when due all applicable taxes associated with the purchase and/or license of Products and/or Services, exclusive of any taxes based on Sidepath's net income. d. Title to Products purchased by Customer will not pass to Customer, and Customer agrees that the Products are and shall remain personal property, and not fixtures, whatever their mode of attachment to Customer's premises, until all amounts due for such Products under these Terms and Conditions have been paid in full. Until all amounts due have been paid in full, Customer will maintain adequate insurance against fire, theft or other loss. e. If requested by Sidepath, Customer hereby grants Sidepath a purchase money security interest in each Product purchased by Customer, and all replacements, proceeds, additions and accessions. The security interest will remain in full force and effect for each Product until all amounts due have been paid in full. Customer agrees to execute documentation reasonably required to perfect the security interest. Sidepath Purchase Terms & Conditions (Rev 013019) Page 2 of 6 6. Limited Warranties a. With respect to any Products purchased by Customer hereunder, the warranty for such Products shall pass through from the manufacturer. Customer's remedy under the Product warranty shall be as stated in the manufacturer's warranty. b. With respect to any Services purchased by Customer hereunder, Sidepath warrants that all such Services shall be provided in a professional, workmanlike manner, in accordance with applicable industry standards and the terms contained in the applicable Order or SOW. C. If requested by Customer, repairs necessitated during the warranty period that are not covered by the manufacturer's Product warranty, or repairs outside of the warranty period, may be made by Sidepath or an authorized subcontractor at Sidepath's then standard charges for time and materials, together with shipping and handling charges related to performing such repairs. All such repair services shall be subject to a separate written agreement between the parties. d. Without limiting anything herein, Sidepath is not responsible for security, including virus protection of the Customer's network, unless otherwise agreed upon in writing by an authorized representative of Sidepath and Customer. Sidepath will take commercially reasonable efforts to secure Sidepath-provided architecture, but cannot guarantee such security. Unless otherwise agreed in writing, with respect to security, Sidepath is only responsible for installing or implementing manufacturer -issued security -related upgrades, updates and/or patches on Products sold and/or maintained by Sidepath. e. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, SIDEPATH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTs AND/OR SERVICES COVERED HEREUNDER, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON -INFRINGEMENT. ALL WARRANTIES RELATED TO ANY THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE NOT PROVIDED HEREUNDER ARE EXPRESSLY EXCLUDED. 7. Limitation of Liability SIDEPATH SHALL HAVE NO LIABILITY FOR LOSS, DAMAGES OR EXPENSE, DIRECTLY OR INDIRECTLY, ARISING FROM CUSTOMER'S USE OF PRODUCTS AND/OR SERVICES OR ITS INABILITY TO USE THE SAME, OR ANY THIRD PARTY'S UNAUTHORIZED USE OF PRODUCTS AND/OR SERVICES, OR, WITH RESPECT TO SIDEPATH'S OBLIGATIONS HEREUNDER, FOR INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF SIDEPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES OR EXPENSE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND OTHER EQUIPMENT FAILURE OR MALFUNCTION, LOST PROFITS OR OPPORTUNITIES, OR COMMERCIAL LOSS. SIDEPATH'S AGGREGATE LIABILITY HEREUNDER, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR WARRANTY, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS AND/OR SERVICES HEREUNDER. 8. Intellectual Property Customer acknowledges and agrees that the Products and/or Services contain, embody and are based on, patented or patentable inventions, trademarks, trade secrets, copyrights and other intellectual property rights (collectively, "Intellectual Property Rights") owned or controlled by Sidepath or the manufacturer, as Sidepath Purchase Terms & Conditions (Rev 013019) Page 3 of 6 applicable, and that Sidepath or the manufacturer, as applicable, shall continue to be the exclusive owner of all such Intellectual Property Rights. 9. ConFidentialily a. For purposes of these Terns and Conditions, "Confidential Information" means: (i) information contained in any Order or SOW or any separate written agreement between Customer and Sidepath, and any correspondence, quotes, proposals and written communications concerning the same; (ii) the pricing and quantity of Products or Services ordered by Customer; and (iii) other proprietary and confidential information disclosed by one Party (the "Disclosing Party") to the other party (the "Receiving Party") hereunder that is marked with a "confidential," "proprietary" or similar legend, or otherwise designated by the Disclosing Party as Confidential Information at the time of disclosure, or that should be reasonably understood by the Receiving Party to be confidential information of the Disclosing Party under the circumstances. b. Confidential Information does not include information that: (i) was acquired by the Receiving Party prior to the time of its disclosure, as shown by documentary evidence in existence at the time of disclosure, and at a time when the Receiving Party was under no obligation to the Disclosing Party to keep such information confidential; (ii) is or becomes available in the public domain through no act of the Receiving Party that violates these Terms and Conditions; (iii) is received by the Receiving Party from a third person or entity that is not known by the Receiving Party to be sharing such information in violation of the rights of the Disclosing Party; (iv) is developed by, or on behalf of, the Receiving Party without any use of Confidential Information of the Disclosing Party; or (v) is at any time furnished to a third party by the party to whom such information belongs without restrictions on such third party's rights to disclose. C. The Receiving Party shall: (i) treat the Disclosing Party's Confidential Information as it does its own valuable and sensitive information of a similar nature, but in any event with at least a reasonable degree of care and protection; (ii) not divulge the Confidential Infonnation to any third party, except: (A) its officers, directors, attorneys, accountants, independent auditors, employees, parent company, lenders, attorneys and accountants, and then only on a need to know basis and only after such third party agrees to confidentiality provisions at least as restrictive as those set forth in this Section; or (B) in order to comply with applicable law, subject to subsection (d) below; (iii) refrain from copying the Confidential Information, in whole or in part, except as required for its performance hereunder and subject to the accurate reproduction of all proprietary legends and notices located in the originals; and (iv) not use the Confidential Information, except as necessary for the intended purpose. d. Unless prohibited by law, the Receiving Party will promptly notify the Disclosing Party if the Receiving Party is compelled to disclose any of the Disclosing Party's Confidential Information pursuant to applicable law, court order or governmental demand. Upon the Disclosing Party's request and at its expense, the Receiving Party will cooperate with the Disclosing Party in seeking a protective order or other arrangement to preserve the confidentiality of the Disclosing Party's Confidential Infonnation. If the Receiving Party is ultimately compelled to make the disclosure, it shall disclose only that portion of the Confidential Information as is required to satisfy the applicable requirement. C. Upon the Disclosing Party's written request, the Receiving Party will return, or certify the destruction of, all Confidential Information in the Receiving Party's possession or under its control, provided that the Receiving Party may retain an archive copy of any Confidential Information, subject to its continuing confidentiality obligations hereunder. 10. Other Provisions a. Entire Agreement. These Terms and Conditions, including all documents referenced herein, constitute the entire agreement and understanding between the parties relating to its subject matter, and Sidepath Purchase Terms & Conditions (Rev 013019) Page 4 of 6 supersedes all prior or contemporaneous negotiations or agreements, whether written or oral, relating to its subject matter. THESE TERMS AND CONDITIONS MAY NOT BE MODIFIED, CHANGED, AMENDED OR SUPPLEMENTED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY. b. No Waiver. No action taken by either party shall be deemed to constitute a waiver of compliance with any term or condition contained herein unless such waiver is in writing and signed by a senior executive of the waiving party. The waiver by a party of a breach of any provision hereof will not operate or be construed as a waiver of any subsequent breach. C. No Assi ng meet. Customer may not assign any rights or obligations hereunder without the prior written consent of Sidepath. d. Notices. Notices required under these Terms and Conditions shall be sufficient if contained in writing and delivered by hand or sent by facsimile, express or overnight mail, or by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties as specified below or at such other address as a party may subsequently direct in writing. All notices shall be deemed given when received by the intended recipient. To Sidepath: To the Customer: Sidepath, Inc. to the address specified by Customer in writing 22892 Mill Creek Drive (or if none, to such address(es) Sidepath may Laguna Hills, CA 92653 have on file) Attn: President e. Severability. If any provision of these Terms and Conditions is for any reason held to be unenforceable, all other provisions hereof will remain in full force and effect and the unenforceable provision shall be replaced by a mutually acceptable enforceable provision consistent with the parties' original intent. f. Governing Law. THESE TERMS AND CONDITIONS IS MADE, EXECUTED AND DELIVERED IN THE STATE OF CALIFORNIA AND WILL BE GOVERNED AND CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. g. Arbitration. Should any dispute arise between the parties relating to these Terms and Conditions or any Order or SOW (including the scope and validity of this arbitration provision), the parties will first negotiate in good faith, for a period of at least fifteen (15) days, and attempt to resolve the dispute. In the event the dispute is not so resolved, the parties agree that such dispute shall be resolved exclusively by binding arbitration before a single arbitrator conducted through Judicial Arbitration & Mediation Services (JAMS) in Orange County, California. Each party will be responsible for its own legal and expert fees and expenses, and will share equally the expenses of the arbitrator and the other related costs of arbitration. However, nothing herein shall prohibit either party from seeking a temporary restraining order, preliminary injunction or other equitable relief (particularly in the event of a default arising out of the confidentiality provisions) from a court of competent jurisdiction if, in such party's judgment, such action is necessary to avoid irreparable damage or to preserve the status quo. h. Relationship of Parties. The relationship of the parties is that of independent contractors. Nothing contained herein or done pursuant to these Terms and Conditions shall create any other type of relationship between the parties, including without limitation that of employer/employee, partners, joint venturers or affiliates of any kind. Sidepath Purchase Terms & Conditions (Rev 013019) Page 5 of 6 i. Unforeseen Circumstances. Sidepath shall not be responsible for any failure to perform or delay in performing any of its obligations hereunder where and to the extent that such failure or delay results from causes outside the reasonable control of Sidepath. PLACEMENT OF ANY ORDER FOR PRODUCTS OR SERVICES FROM SIDEPATH CONSITITUTES CUSTOMER'S ACKNOWLEDGMENT THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS (EXCEPT TO THE EXTENT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS HAVE BEEN EXPRESSLY AGREED TO IN WRITING BY SIDEPATH AND CUSTOMER). Approved as to Form: Sidepath Purchase Terms & Conditions (Rev 013019) Page 6 of 6 Dell Support Services Terms Exhibit VCE Support Services Terms Exhibit This Support Services Terms Exhibit (this "Exhibit") sets forth the terms governing the provision of Support Services by VCE to end users, customers, partners and resellers, as applicable, who have purchased or are otherwise entitled to receive such Support Services (collectively "End User") and is incorporated into such parties' purchasing agreement with VCE (the "Agreement") by this reference. All capitalized terms not defined herein (including the attachments hereto) have the meaning stated in the Agreement. In the event of a conflict between the terms of this Exhibit and the Agreement, the terms of this Exhibit will govern over the Agreement. 1. SUPPORT SERVICES. A. Scope of Support Services. Support Services consist of (i) using commercially reasonable efforts to remedy, or cause to be remedied, failures of supported Products to perform substantially in accordance with VCE's applicable specifications described the applicable Support Service Descriptions and pursuant to the VCE Service Level Agreement stated in Attachment 2; (ii) providing English-language (or, where available, local language) help line service (via telephone or other electronic media); and (iii) providing, or enabling End User to download, Software Releases and Documentation updates made generally available by VCE as part of the Support Service for the applicable Product. VCE reserves the right to change the scope of the Support Services on sixty (60) days' prior written notice to End User. B. Additional Support. VCE reserves the right to charge for Support Services performed outside the scope of the applicable Support Services option purchased by End User as mutually agreed to by the Parties. C. Re -Instatement of Support. If End User wishes to re -instate support for Product that is not then currently under Support Services, then (i) re -instatement will be subject to certification of the Products at VCE's then current "Time and Materials Service" rates and conditions, and (ii) the new Support Services term must be for a minimum of 12 months. Once so certified, Support Services will commence upon payment to VCE of (i) the charge for the above described Time and Materials Service; (ii) the amount VCE would have normally charged had Support Services been in effect during the period of the lapse or discontinuation; and (iii) the charge for the next twelve (12) months of the newly commenced Support Services. 2. SUPPORT SERVICES EXCLUSIONS. Except to the extent that Support Services are independent of the Hardware's location, VCE will have no obligation to provide Support Services with respect to Products outside the VCE service area or ancillary hardware and/or software purchased with the Product but are not part of the Product. Support Services do not apply to any Software other than the current and the prior two Software Releases. Support Services are subject to VCE's then -current "Product Life Cycle" policy for the respective Product. In the event a Software issue cannot be reproduced at VCE's facility or via remote access to End User's facility, Support Services may be severely affected or unavailable. Support Services do not include Hardware upgrades, if any, needed to utilize new features or functionality in a Software Release. Support Services do not include remedying problems that arise from (i) accident or neglect by End User, Reseller or any third party; (ii) any third party items or services with which the Product is used not otherwise supported under VCE's Release Certification Matrix or other causes beyond VCE's control; (iii) installation, operation or use not in accordance with VCE's instructions or the applicable Documentation, including, but not limited to any modification, addition and/or development of code scripts by anyone other than VCE; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed, including the use of an external device attached to a Product or any device located inside the Product cabinet not otherwise part of the original Product configuration as provided by VCE; (v) modification, alteration or repair by anyone other than VCE or its authorized representatives; (vi) failure by End User to maintain a currently supported Software Release on a Product; or (vii) causes not attributable to normal wear and tear. If Products are not configured to meet VCE's then -current guidelines for technical compatibility, VCE may limit diagnostic and corrective procedures to the issue that originates from such Products. VCE has no obligation whatsoever for (i) Software installed or used beyond the licensed use or outside the Product, (ii) Hardware which was moved from the Installation Site except in compliance with Section 4.F, Install Location (iii) Hardware or Software whose original identification marks have been altered or removed, or (iv) for any third party hardware, software or service. Removal or disablement of Hardware's remote support capabilities during the support period must be in compliance with Section 4(G) below. Improper use or failure to use applicable Support Services tools will be subject to a surcharge in accordance with VCE's then current standard rates. 3. END USER RESPONSIBILITIES. By purchasing Support Services, End User agrees to the following: A. Cooperation. End User will (i) complete reasonable efforts to troubleshoot issues with Products, promptly notify VCE when Products fail and provide VCE with sufficient details of the failure such that the failure can be reproduced by VCE; (ii) allow VCE or designated VCE service partners remote and on-site (when determined necessary by VCE) access to the Products to provide Support Services; and (iii) furnish 02015 VCE. All Rights Reserved VCE Support Services Terms Confidential and Proprietary Page 1 of 6 necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software and equipment reasonably required by VCE), information and assistance required to provide the Support Services. B. Support Contacts. Unless a specific number of authorized contacts are indicated on the an Order, End User will designate in writing a reasonable number of authorized contacts, as determined by End User and VCE, who will initially report problems and coordinate Support Services from VCE. Each End User representative will be familiar with End User's requirements and will have the expertise and capabilities necessary to permit VCE, or designated VCE service partners, to fulfill its obligations. A change to the authorized support contacts by End User will be submitted to VCE in writing. C. Regular Backups. As part of its obligation to mitigate damages, End User will take reasonable data back-up measures. In particular, End User will provide for a daily back-up process and back-up the relevant data before VCE performs any remedial, upgrade or other works on End User's production systems. To the extent VCE's liability for loss of data is not otherwise excluded under this Agreement, VCE will in case of data losses only be liable for the typical effort to recover the data which would have accrued if End User had appropriately backed up its data. Notwithstanding the foregoing, except for the purpose of backup, data transmission over IP networks or for migrating data and workloads, the attachment of external devices to the product is prohibited. No Support Services are provided for the external device or the Product as it relates to the external device. D. Installation of Software Releases. Unless otherwise stated in a Service Description, WE will provide Software Releases to End User and End User is solely responsible for installing and maintaining current VCE Software Releases for all Products. E. Use and Training. End User is solely responsible for the use of Products by its personnel and will properly train its personnel in the proper use and application of the relevant Hardware and Software. 4. ADDITIONAL TERMS. A. Maintenance Aids and Spare Parts for Hardware. VCE is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to End User, to enter the End User site, or to use remote means, to remove and/or disable maintenance aids and spare parts and End User will reasonably cooperate in this effort. B. Support Tools. WE may choose to make various Support Services tools available to assist End User in performing various maintenance or support related tasks. End User will use Support Services tools only in accordance with terms under which VCE makes such -available. C. Hardware Replacements and Data Security Options. All replaced Product (or portions thereof) will be returned within ten (10) days in accordance with VCE's return materials authorization process. If such replaced Hardware is not returned, End User will be liable to pay VCE's then -current spare parts price for such item. End User is responsible for removing all data and information from any replaced parts, or any other items that End User releases to VCE as a trade-in or for disposal, before such are released to VCE and End User agreed to indemnify VCE for its failure to properly remove such data and information. VCE is not responsible for any information contained on such items notwithstanding anything to the contrary herein. D. Proactive Product Changes. VCE may, at its expense, implement changes to the Products upon reasonable notice to End User (i) when such changes do not adversely affect interchangeability or performance of the Products; (ii) when VCE reasonably believes such changes are required for purposes of safety or reliability; or (iii) when VCE is required by law to do so. End User will give VCE reasonable access to the Products for such purposes. E. Software Releases. Upon use of a Software Release, End User will remove and make no further use of all prior Software Releases, and protect such prior Software Releases from disclosure or use by any third party in accordance with all obligations of confidentiality between to VCE. Unless prohibited by the licensor, End User is authorized to retain a copy of each Software Release properly obtained by End User for End User's archive purposes and use such as a temporary back-up if the current Software Release becomes inoperable. End User will use and deploy Software Releases strictly in accordance with terms of the original license for the Software. In the event VCE suspects any modification, addition and/or development of code scripts may be a cause of a reported problem, VCE reserves the right to request that same be removed to continue the receipt of Service. F. Change of Hardware Location or Configuration. End User may change the Install Location or configuration of a Product that is under Support Services by VCE only after thirty (30) days written notice to VCE. If the new location is in a different country, then such move is subject to VCE's prior written approval. End User will promptly notify VCE of any changes to the configuration, or movement of the Hardware by anyone other than VCE or a party VCE has so designated. Unless approved, such activity will limit any Support Services to VCE's reasonable efforts only for the remainder of the Support Services term. G. Remote Support Capability. As part of the Support Services, VCE makes various remote support capabilities available for certain Products in accordance ©2015 VCE. All Rights Reserved VCE Support Services Terms Confidential and Proprietary Page 2 of 6 with its then current policies and procedures. VCE's Support Services fees are based on the availability and use of such remote support capabilities. End User has the option to disable (or otherwise not enable) remote support capabilities, but it will notify VCE thereof without undue delay. If End User chooses to disable (or not enable) the remote support features, then, with regard to all Products affected by such disablement (i) VCE may assess End User a surcharge in accordance with VCE's then current standard rates as on-site access will then be required; (ii) VCE has no further obligation in connection with the remote support features; and (iii) any agreed response times or other agreed service levels (if any) will no longer apply. H Alterations and Attachments to Product. If End User introduces equipment not otherwise installed by VCE in the original Product configuration into the Product cabinet(s) or otherwise alter the Product, End User assumes full responsibility for all associated risks. VCE will not provide assistance with the testing, installing, configuring, or troubleshooting non -VCE supplied equipment. In the event VCE has not pre - approved such alteration in writing, or if End User fails to take appropriate corrective action described below, any agreed response times or other agreed service levels (if any) will no longer apply and Support Services may be suspended. If VCE concludes that the alteration and/or attachment may be adversely impacting the proper operation, functionality and/or performance of the Product, even if previously approved by VCE, Customer will be required to remove said equipment and restore the Product to its original condition as a pre -requisite of receiving any further Support Services from VCE. If removal of the non -VCE supplied equipment does not resolve the adverse affects and/or if there has been physical damage to the Product components, VCE may charge on a time and materials basis to rebuild and redeploy the Product to the condition as originally designed, delivered and deployed by VCE (or its partner). This work must be completed by VCE to VCE's satisfaction at the sole expense of the Customer before Support Services for the Product will be reinstated. In the event that VCE Support Services are suspended, Customer will not be entitled to an extension or refund. I. Hardware Upgrades. Support Services for hardware upgrades installed into Hardware are coterminous with the Support Services that are then in effect for the Product into which such upgrades are installed. J. Third Parties. By purchasing Support Services from VCE, End User expressly agrees VCE may use VCE affiliates or other sufficiently qualified subcontractors to provide services described in this Exhibit to End User, provided that VCE will remain responsible to End User for the performance thereof. The foregoing limitations will also apply in favor of VCE and its suppliers. 5. SUPPORT SERVICES WARRANTY. VCE will perform the Support Services in a professional manner in accordance with generally accepted industry standards. End User will notify VCE of any failure to so within ten (10) days after the date on which such failure first occurs. End User's exclusive remedy and VCE's entire liability under the foregoing warranty will be for VCE to, at its option, (i) use commercially reasonable efforts to (a) re -perform the deficient services within a reasonable time, or (b) replace any replacement parts which become defective during a period in which the Product containing the replacement part is covered by warranty or Support Services, or ninety (90) days after installation thereof, whichever occurs later; and (ii) if, after reasonable efforts, VCE is not able correct such deficiencies, then End User has the right to terminate for breach in accordance with section 6(C) of this Support Services Exhibit. EXCEPT AS EXPRESSLY STATED IN THIS SUPPORT EXHIBIT, VCE MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES IN RELATION TO SUPPORT SERVICES ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALINGS OR USAGE OF TRADE. 6. TERM AND TERMINATION. A. Support Services Term. Support Services commence upon date of shipment and expire in accordance with the term stated on the applicable VCE Quote or corresponding bill of materials. B. Termination for Convenience. Except as otherwise stated in this Exhibit, either party may terminate the Support Services for a Product(s) for its convenience upon ninety (90) days' prior written notice. 1. By VCE. If VCE terminates for its convenience, End User's sole and exclusive remedy and VCE's sole and exclusive obligation will be to refund to End User the portion of any pre -paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then current Support Services period. 2. By End User. If End User terminates for its convenience, End User's sole and exclusive remedy and VCE's sole and exclusive obligation will be to grant End User a credit that corresponds to the period between the effective date of the termination for convenience and the end of the then current Support Services period. Such credit may only be used against future purchases of Products or Support Services from VCE and may be reduced to recapture unearned discounts (meaning discounts to Support Services fee ©2015 VCE. All Rights Reserved VCE Support Services Terms Confidential and Proprietary Page 3 of 6 that were based on a End User obligation that can no longer be fulfilled due to the termination). C. Termination for Breach. Either party may terminate the Support Services for a specific Product for cause due to a failure of the other party to comply with the terms of this Support Exhibit with regard to such Product, provided that the terminating party has given thirty (30) days' written notice specifying the failure and the other party has not remedied such failure within such time. If VCE terminates the Support Services for any Product(s) affected by such a failure by End User, such termination will be without further liability for VCE and without any obligation to refund any fees already paid therefore. If End User terminates for VCE's breach, End User's sole and exclusive remedy and VCE's sole and exclusive obligation will be to either issue a credit for use against current or future purchases of Products or Support Services or grant a refund (as selected by End User) for that portion of any pre -paid Support Service fee that corresponds to the period between the effective date of the termination for breach and the end of the then current Support Services period. [Remainder of Page Intentionally Blank.] Approved as to Form: JANICE D. MAGDICH City Attorney 7 ©2015 VCE. All Rights Reserved VCE Support Services Terms Rev 1 2915 Confidential and Proprietary Page 4 of 6 ATTACHMENT 1 SUPPORT SERVICE DESCRIPTION(S) See SidePath, Inc., quotation dated April 26, 2023 02015 VCE. All Rights Reserved VCE Support Services Terms Rev 1.29.15 Confidential and Proprietary Page 5 of 6 ATTACHMENT 2 VCE Response Time Service Level Agreement VCE offers the following Response Time Service Level Agreement. Definition of Severity Levels for Service Level Agreement verity 1 Mj OL Severity 2 Am Customer operations are critically Customer operations are severely degraded, preventing Customer degraded, or significant aspects from performing essential of the Customer's business business functions. operation are being negatively impacted by unacceptable system performance. Customer can continue to perform essential business functions. Service. Level Categories and Response Times Severity Severity 1 Severity 2 Severity 3 Customer operations are impaired, however most business operations remain available and functional. Time to Respond 30 min (7x24x365) * 2 hours (7x24x365) ** Severity 3 Next Business Day (local business hours) Severity 4 Next Business Day (local business hours) Exceptions: * Severity 1 time to respond is 1 hour (7x24x365) for Vblock® System 100 family ** Severity 2 time to respond is 3 hours (7x24x365) for Vblock® System 100 Family 3. Terms and Conditions Severity 4 Y Ul Customer operations are minimally impacted, this includes assistance with configurations, feature requests, and other non-critical questions. A. In the event that VCE fails to meet any Service Level specified above three (3) times in any twelve (12) month period, End User is eligible for, as its sole and exclusive remedy, an extension of Services Support for a period of thirty (30) days as provided below (each such credit a "Service Level Credit"). VCE will have no other liability or obligation under this Agreement for such a Service Level failure. To be eligible for a Service Level Credit, End User must notify VCE in writing within thirty (30) days of a failure to meet a Service Level, or such instance is waived. All Service Level Credits are cumulative. B. VCE is not responsible or liable for any failure to meet the applicable Service Levels to the extent such failure arises out of any of the following (collectively, the "Service Level Exclusions"): (1) unavailability of Services Support on account of the following: (a) scheduled outages; (b) End User's acts or omissions; (c) failure of power, facilities, equipment, applications, systems or connections not provided by VCE and outside of VCE's reasonable control; (d) a software failure or defect; (e) a force majeure event; (f) User Hardware and/or third party equipment (not within VCE's sole control); (g) any breach of the Agreement by End User; (h) applying necessary security or application updates; and (i) a failure resulting from additional hardware, software or telecommunication resources required to meet User's needs, and User not having installed and/or agreed to pay for such additional resources. In addition to the Service Level Exclusions, false or erroneous information, whether as a result of errors by, or outages of, Service Level measurement systems will be disregarded when determining the applicability of affected Services. C. All performance calculations and applicable Service Level Credits are based on VCE records and data. Support personnel shall use their generally acquired education, experience and specific knowledge resources made available from VCE and its suppliers to determine severity levels. Calculation of a Service Level commences upon VCE's receipt of a communication from End User regarding non-performance of a Product. Response to a particular trouble report from End User is defined as the implementation of a remote technical solution or the initiation of a telephone and/or electronic communication to End User by VCE (or its partner) personnel. ©2015 VCE. All Rights Reserved VCE Support Services Terms R�, 1.29 15 Confidential and Proprietary Page 6 of 6 RESOLUTION NO. 2023-99 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE PURCHASE OF A DELL POWERMAX 2500 STORAGE ARRAY FROM SIDEPATH, INC., OF LAGUNA HILLS; AND FURTHER APPROPRIATING FUNDS ------------------------------------------------------------------------ ------------------------------------------------------------------------ WHEREAS, the City's current storage array has reached end of life with the manufacturer and is marked for replacement as part of the City's cyber -infrastructure replacement schedule; and WHEREAS, City staff evaluated three different vendors' products and determined two systems met the requirements to operate in the City's cyber infrastructure. Staff chose Dell PowerMax 2500, which met the requirements, functionality and budget for the City's virtual computing environment; and WHEREAS, the purchase of the appliance is done through a value-added reseller (VAR), SidePath, Inc., since Dell Datacenter Services does not sell this product directly to customers; and WHEREAS, in accordance with Lodi Municipal Code Section 3.20.077, the Information Technology Manager has the ability to acquire electronic hardware through negotiation, requests for proposal or competitive bids and award based on "best value" criteria. The Information Technology Manager has selected to utilize the negotiation method for acquiring the Dell PowerMax 2500 storage array for the following reasons: • IT manufacturers will work with one VAR when creating quotes for products for a single customer. Other VARs will not quote a product from the same manufacturer if a prior quote has already been created for a competing VAR for a single customer. WHEREAS, staff recommends the purchase of the Dell PowerMax 2500 storage array and five years Dell ProSupport, from Dell value added reseller, SidePath, Inc., for $350,000. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the purchase of the Dell PowerMax 2500 storage array with five-year support and maintenance from SidePath, Inc., a California corporation, of Laguna Hills, California, in the amount of $350,000 (64299000.77030); and BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to sign and issue such documents as necessary to facilitate the purchase of the Dell PowerMax 2500 storage array and five years Dell ProSupport; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby appropriate funds in 64299000-77030 in the amount of $86,627 from the fund balance, with the carryover of remaining funds to FY 24. Dated: June 7, 2023 I hereby certify that Resolution No. 2023-99 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 7, 2023, by the following vote: AYES: COUNCIL MEMBERS — Bregman, Craig, Nakanishi, Yepez, and Mayor Hothi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None OLIVIA NASHED City Clerk 2023-99