REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
November 3, 2026
FROM
Don Le, Chief Information Officer, Innovation and Technology Department
SUBJECT
Title
Authorization to Utilize the Texas Region 14 Education Service Center Contract through OMNIA Partners Public Sector, Inc., for Technology Solutions, Products, and Services
End
RECOMMENDATION(S)
Recommendation
1. Authorize County departments to continue to utilize the Texas Region 14 Education Service Center Contract No. 01-143 for Technology Solutions, Products, and Services with Dell Marketing L.P., through OMNIA Partners Public Sector, Inc. for hardware, software, and services, in amounts as authorized by County policy, retroactively from December 1, 2025 through November 30, 2030.
2. Approve the following agreements, including non-standard terms, with Dell Marketing L.P. for hardware, software, and services, retroactively from December 1, 2025 through November 30, 2030:
a. Non-financial Commercial Terms of Sale
b. Non-financial APEX Subscriptions Schedule to Commercial Terms of Sale
c. Non-financial End User License Agreement
d. Non-financial Telemetry Data Provision
3. Authorize the Chief Information Officer to electronically accept the agreements in Recommendation No. 2, and any future updates, subject to review by County Counsel, provided that such updated terms do not substantively modify the terms of the agreements.
4. Direct the Chief Information Officer to transmit any future non-substantive updated terms to the agreements in Recommendation No. 2, to the Clerk of the Board of Supervisors within 30 days of acceptance.
(Presenter: Don Le, Chief Information Officer, 388-5501)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Operate in a Fiscally-Responsible and Business-Like Manner.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost). The Texas Region 14 Education Service Center (Region 14 ESC) Contract No. 01-143 with Dell Marketing, L.P. (Dell) and the Dell Commercial Terms of Sale (TOS), APEX Subscriptions Schedule to Commercial Terms of Sale (Schedule), End User License Agreement (EULA), and Telemetry Data Provision (Collectively, Dell Agreements), are non-financial in nature and do not commit the County to make any purchases. Utilizing the Texas Region 14 ESC Contract No. 01-143 through the County’s OMNIA Partners Public Sector, Inc. (OMNIA) membership allows the County to purchase Dell Marketing, L.P. (Dell) hardware, software, and services at a reduced cost for government entities. If future purchases are made under these agreements with Dell, the Innovation and Technology Department (ITD) will adhere to County purchasing policies and return to the Board of Supervisors (Board) for approval, if necessary.
BACKGROUND INFORMATION
ITD procures, supports, and maintains hardware and software components that drive daily County information technology operations. To ensure the most up-to-date and high-quality technology, it is necessary to routinely procure Dell hardware, software, and information technology-related services. Dell is a provider of computer equipment and a reseller of various software applications for the County, with most County departments utilizing its products based on best practices and competitive procurement processes.
The Dell cloud services platform, APEX, is provided on a subscription basis that offers various solutions for generative artificial intelligence, multi-cloud management, and various other “as a service” solutions capable of integrating and being compatible with other third-party systems already in use throughout the County. The Schedule established the terms and conditions under which Dell will provide APEX subscriptions for use by the County.
OMNIA is a cooperative purchasing organization that ensures all cooperative contracts are compliant with public purchasing regulations and are competitively solicited with a focus on efficiency, compliance, and value. On October 4, 2022, Texas Region 14 ESC, a large school district based in Abilene, Texas, acting as the lead public agency, conducted a competitive bidding process for technology solutions, products, and services, and made the awarded Master Agreement available through OMNIA to other government agencies.
On February 11, 2025 (Item No. 20), the Board approved non-financial Master Intergovernmental Cooperative Purchasing Agreement No. 25-93 with OMNIA Partners, Public Sector, Inc. (OMNIA), to participate in the cooperative purchasing programs administered by OMNIA, beginning on February 11, 2025, and continuing until terminated by either party. The Board also authorized County departments to utilize the Texas Region 14 ESC Contract No. 01-143 for Technology Solutions, Products, and Services with Dell for hardware software, and services (Master Agreement) and approved the Commercial Terms of Sale (Contract No. 25-94), APEX Subscriptions Schedule to Commercial Terms of Sale (Contract No. 25-95), End User License Agreement (Contract No. 25-96) and Telemetry Data Provision (Contract No. 25-97) with Dell from February 11, 2025 through November 30, 2025.
On June 13, 2025, Texas Region 14 ESC extended the contract periods of Contract No. 01-143, the Dell Commercial Terms of Sale (Contract No. 25-94), APEX Subscriptions Schedule to Commercial Terms of Sale (Contract No. 25-95), End User License Agreement (Contract No. 25-96) and Telemetry Data Provision (Contract No. 25-97), for the period of December 1, 2025 through November 30, 2026.
On May 19, 2026, Texas Region 14 ESC exercised the remaining renewal options extending the contract periods through November 30, 2030. Following confirmation of the extended contract periods and consultation with County Counsel, ITD determined that Board approval is required for the County to continue utilizing Contract No. 01-143 retroactively from December 1, 2025 through November 30, 2030.
The Commercial Terms of Sale, APEX Subscriptions Schedule to Commercial Terms of Sale, End User License Agreement and Telemetry Data Provision (Collectively, “Dell Agreements”) with Dell require separate approval due to the prior authorization expiring.
The Dell Agreements supplement the terms of Contract No. 01-143 and are Dell’s standard commercial Agreements, which include non-standard terms and omit certain County standard terms. The Dell Agreements are non-negotiable clickwrap agreements accepted by click-to-accept. The non-standard and missing terms include the following:
1. Governing law is the State of Texas
• The County standard contract requires California governing law.
• Potential Impact: The Agreements will be interpreted under Texas law. Any questions, issues or claims arising under these Agreements will require the County to hire outside counsel competent to advise on Texas law, which may result in fees that exceed the total Agreements amount.
2. There is no provision in the Agreements addressing each party’s responsibility for paying attorneys’ fees.
• The County standard contract requires each party to bear its own costs and attorney fees, regardless of who is the prevailing party.
• Potential Impact: County Counsel cannot advise on whether, and to what extent, Texas law may affect a party’s requirement to pay the prevailing party’s attorneys’ fees and costs in a legal action where no specific provision is provided in the Agreements.
3. The Agreements do not require Dell to meet the County’s insurance standards as required pursuant to County Policies 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that Dell will be financially responsible for claims that may arise under the Agreements, which could result in expenses to the County that exceed the total Agreements amount.
4. The Agreements do not require Dell to indemnify the County, as required by County Policies 11-05 and 11-07, including for intellectual property infringement claims.
• The standard contract provision for intellectual property indemnity is: Contractor will indemnify, defend, and hold harmless County and its officers, employees, agents and volunteers, from any and all third-party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement of any United States patent, copyright, trademark or trade secret (Intellectual Property Rights) by any goods or services.
• Potential Impact: Dell is not required to defend, indemnify or hold the County harmless from any claims, including indemnification for claims arising from Dell’s negligent or intentional acts and intellectual property infringement. If the County is sued for any claim, including intellectual property infringement based on its use of Dell’s software or services, the County may be solely liable for the costs of defense and damages, which could exceed the total Agreement amount. County Counsel cannot advise on whether and to what extent Texas law may allow the County to require Dell to defend or indemnify it absent an express provision in the Agreement.
5. The County is required to defend and indemnify Dell against third party claims resulting from the County’s non-compliance with the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions, from the County’s infringement or misappropriation of intellectual property rights.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify Dell, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time limited, or expense limited could be brought against Dell without such limitations and the County could be responsible to defend and reimburse Dell for costs, expenses, and damages, which could exceed the total Agreement amount. County Counsel cannot advise on whether and to what extent, Texas law may limit or expand this Agreement term.
6. Dell’s maximum liability to the County is limited to the amount paid by the County in the 12-month period prior to the event, excluding gross negligence, willful misconduct, criminal conduct, fraud, violation of intellectual property rights, indemnification obligations, and damages that cannot be limited or excluded by law.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the Agreement amount leaving the County financially liable for the excess. County Counsel cannot advise on whether and to what extent, Texas law may limit or expand the exclusion of limits to the extent prohibited by applicable law.
7. Payment terms are Net 30 date of invoice with late payment interest of 1.5% per month. In addition, Dell may cancel or suspend its performance of the order and/or withhold performance under the Agreement.
• County standard payment terms are Net 60 days with no interest or late payment penalties.
• Potential Impact: County standard processing time is 60 days or more. Failing to pay within 30 days may result in a material breach of the Agreement, which could allow Dell to terminate the Agreement and seek other legal remedies, including charging the County interest at a rate of 1.5% monthly, which could exceed the Agreement amount. In addition, Dell may suspend performance under the order or the entire Agreement.
8. Venue for disputes arising under the Dell Agreements is in the state and federal court of either Travis or Williamson County, Texas.
• County Policy 11-05 requires venue for disputes in Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Having a venue in either Travis or Williamson County, Texas may result in additional expenses that exceed the amount of the Agreement.
ITD recommends approval of the Dell Agreements, including non-standard terms, to allow ITD to continue to purchase computer hardware, software, and services authorized under Texas Region 14 ESC Contract No. 01-143, retroactively from December 1, 2025 through November 30, 2030, to ensure the most up-to-date and high-quality technology is available to County users at competitive pricing.
ITD also recommends authorizing the Chief Information Officer to electronically accept the agreements in Recommendation No. 2, and any future updates, subject to review by County Counsel, provided that such updated terms do not substantively modify the terms of the agreements. Due to the Dell Agreements being click-wrap agreements accepted by click-to-accept, Dell may periodically update or modify the terms without providing the County with prior notice, which could potentially cause business interruption and delays.
PROCUREMENT
OMNIA Partners is a cooperative purchasing program that helps facilitate public procurement and can provide competitive pricing options due to its collective purchasing power. The procurement under OMNIA consists of a competitive process conducted by a lead agency.
OMNIA Texas Region 14 ESC Contract No. 01-143 with Dell is a competitively solicited, publicly awarded cooperative contract and allows the County to purchase Dell products and services. The Purchasing Department concurs that the selection process used by Texas Region 14 ESC meets the County’s requirements for a formal competitive process and supports the use of OMNIA Texas Region 14 ESC Contract No. 01-143.
The Dell Agreements, including non-standard terms, will accompany future purchase orders, to be approved, as necessary, per County Policy 11-04 Procurement of Goods, Supplies, Equipment and Services.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on October 29, 2026; Purchasing (Lisa Zhu, Buyer III, 388-0529) on October 8, 2026; Risk Management (Anissa Beaven, Staff Analyst II, 386-9030) on October 27, 2026; and County Finance and Administration (Lizveth Varela, Administrative Analyst, 387-4883) on October 10, 2026.