HomeMy WebLinkAboutResolution - 2022-R0474 - PO 90000073 with Dell Marketing - Police Headquarters 11.16.22Resolution No. 2022-RO474
Item No. 7.24
November 16, 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 90000073, for the purchase of Power Supply
Equipment, as per DIR-TSO-3763, 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
ATTEST:
tQa"4 X
Reb ca Garza, City S ret
APPROVED AS TO CONTENT:
w►��t
Brooke Witcher, Assistant City Manager
RES.PO 90000073-Dell Marketing LP
10.25.22
November 16, 2022
TRA E AYOR
City of
:Lubbock PURCHASE ORDER
TEXAS
TO: DELL MARKETING LP
RR 8 BOX 8706 ONE DELL WAY
ROUND ROCK TX 78682
Page - I of 2
Date - 10/24/2022
Order Number 90000073 000 OP
Branch/Plant 92551
SHIP TO: CITY OF LUBBOCK
INFORMATION TECHNOLOGY
1314 AVENUE K - BASEMENT
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000 �v
LUBBOCK, TX 79457 BY:
Marta Alvare2, irector of Purchasing & Contract Management
Ordered 10/24/2022 Freight
Requested 11/30/2022 Taken By
Delivery Per J Zhine / Req # 59483
D HEATH
Q#3000133896537.1/DIR-TSO-3763/PUR 16945
If you have any questions please contact Jay Zhine at JZhine(j»mailxLlubbocktr-us or by phone at 806-775-2366
Description/Supplier Item Ordered Unit Cost —UM—Extension Request Date
CS Symmetra PX 40kW UPS 1.000 197,954.4500 EA 197,954.45 11/30/2022
ISX0002103666-0006 #AC301143
Total Order
Terms NET 30 DAYS 197,954.45
City of
Lubbock PURCHASE ORDER
TEXAS
TO: DELL MARKETING LP
RR 8 BOX 8706 ONE DELL WAY
ROUND ROCK TX 78682
Page - 2 of 2
Date - 10/24/2022
Order Number 90000073 000 OP
Branch/Plant 92551
SHIP TO: CITY OF LUBBOCK
INFORMATION TECHNOLOGY
1314 AVENUE K - BASEMENT
LUBBOCK TX 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY: 4f
Marta Alvar irector of Purchasing & Contract Management
Ordered
Requested
10/24/2022
11 /30/2022
Delivery Per J Zhine / Req # 59483
11NbUxA.NUJ& 1kM2U11ChJJ:
Freight
Taken By
D HEATH
Q#3000133896537.1/DIR-TSO-3763/PUR 16945
Commercial General Liability:
$1,000,000 occurrence / $2,000,000 aggregate (can be combined
with an Excess Liability to meet requirement). CGL is required
in ALL contracts. It is perhaps the most important of all
insurance policies in a contractual relationship. It insures the
Contractor has broad liability coverage for contractual activities
and for completed operations.
Workers Compensation and EmDlover Liability:
Statutory. If the vendor is an independent contractor with no
employees and are exempt from providing Workers'
Compensation coverage, they must sign a waiver (obtained
from COL Purchasing) and include a copy of their driver's
license. Employer Liability (SIM) is required
with Workers Compensation.
Commercial General Liability to include Products — Additional Policies:
Completion/OP, Personal and Advertising Injury, Contractual Cyber Liability Requirements: $ 1 M of coverage is needed
Liability, Fire Damage (any one fire), and Medical Expenses for Cyber Liability
(any one person).
Automotive Liability:
Combined Sinale limit for Anv Auto - $1,000,000
Technology Errors and Omissions Requirements: SIM
of coverage is needed
*The City of Lubbock (including its officials, employees and volunteers) shall be afforded additional insured status on a primary
and non-contributory basis on all liability policies except professional liabilities and workers' comp. *Waivers of Subrogation are
required for CGL, AL, and WC. *To Include Products of Completed Operations endorsement. *Carrier will provide a 30-day
written notice of cancellation, 10-day written notice for non-payment. *Carriers must meet an A.M. Best rating of A- or better.
*Subcontractors must carry same limits as listed above.
This purchase order encumbers funds in the amount of $197,954.45 awarded to Dell Marketing, LP. of Round Rock,
TX, on November 16 , 2022. The following is incorporated into and made part of this purchase order by reference:
Quote dated October 17, 2022, from Dell Marketing, LP. of Round Rock, TX, and Department of Information Resources Contract
DIR-TSO-3763.
Resolution # 2022-RO474
CITY 01777K:
Tray PaWe,
ATTEST:
Rebec t
Garza, City Secret
Rev. 3/2022
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
STANDARD TERMS AND CONDITIONS
ACCEPTANCE OF THIS PURCHASE ORDER:
CONTRACTOR ACKNOWLEDGES. by supplying any Goods or Services that the Contractor has read. fully
understands. and will be in full compliance with all terms and conditions and the descriptive material contained herein
and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by
the Contractor unless agreed upon in writing by the parties. In the event of conflict between the City's terms and
conditions and anv terms and conditions movided by the Contractor. the terms and conditions orovtded herein shall
1. 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 toss 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 ofdelivery.
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 lice. 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 not 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 are 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 firm 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 alternative. Buyer may cancel this contract without lability 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 lability and to deduct from the contract price, or otherwise
recover without lability 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 furnished 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
performanceand fault-freeresult in the processing date and date related data (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 default. 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 lability 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 by way 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 like. If Seller
is of the opinion that an infringement or the like 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 like, the contract shall be null and void.
12. NON APPROPRIATION. All fiends 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 nonappropration 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 lability, 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 occurs first. If atany
time funds are not appropriated for 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 not 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
commits 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.
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 performance 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
terns of provisions of this contract is delayed or prevented by any cause not within the control of the parry 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 is 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 teens of their 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 treat 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 is employees, or of the subSeller or assignee or is employees, if any, and the
Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and ocher expenses
arising therefrom of incurred in connection therewith, and, if any 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.
24. 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 forms 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 ofany conflict between this provision and another provision in, or related m, this document,
this provision shall control.
26. RIGHT TO AUDIT. At any time during the tern of the contract, or thereafter, the City, or a duly authorized
audit representative of the City or the State of Texas, at is expense and at reasonable times, reserves the right to
audit Contractor's 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 fun 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 Goverment 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 requires 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: hnpa www.6.lubbock.tx.us ftar wtal-
wcbsitmdroartmem1..;evmh n•v r-in rmatr n
30. No Boycott of IsmeL Pursuant to Section 2271.002 of the Texas Goverment 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 boyro[t
Israel 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.
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 certification 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 (i) 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 sate 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 Govemment 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. Goverment 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 552.301(c) of the Texas Govemment Code, the City of Lubbock has designated the following
email address for which public information requests may be made by an emailed request:!�il. , ,. Please
send this request to this email address for it to be processed
15. TERMINATION. The performance of work under this order maybe terminated in whole, or in part by the Buyer
REV. 32022
D4LLTechnologies
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 #
3000133896537.1
$197,954.45
1784159
Oct. 17, 2022
Nov. 16, 2022
Texas Department of
Information Resources (TX
DIR)
C000000O06841
TX DIR-TSO-3763
Sales Rep Nick Garrison
Phone (800) 456-3355, 5131278
Email Nick_Garrison@Dell.com
Billing To ACCOUNTS PAYABLE
CITY OF LUBBOCK
PO BOX 2000
LUBBOCK, TX 79457-0001
Message from your Sales Rep
Please contact your Dell sales representative if you have any questions or when you
are ready to place an order. Thank you for shopping with Dell!
Regards,
Nick Garrison
Additional Comments
2022-1697387
Shipping Group
Shipping To
JAY ZHINE
CITY OF LUBBOCK
INFORMATION TECHNOLOGY
1314 AVE K - BASEMENT
LUBBOCK, TX 79401
(806) 775-2366
Product
Shipping Method
Standard Delivery
CS -CITY OF LUBBOCK-ISX0002103666-0006 on 2022-
1697387
Unit Price Quantity
$197,954.45
Subtotal
$197,954.45
Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682
Subtotal:
$197,954.45
Shipping:
$0.00
Environmental Fee:
$0.00
Non -Taxable Amount:
$197,954.45
Taxable Amount:
$0.00
Estimated Tax:
$0.00
Total: $197,954.45
Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129. Round Rock. TX 78682
Shipping Group Details
Shipping To
JAY ZHINE
CITY OF LUBBOCK
INFORMATION TECHNOLOGY
1314 AVE K - BASEMENT
LUBBOCK, TX 79401
(806) 775-2366
Shipping Method
Standard Delivery
CS -CITY OF LUBBOCK-ISX0002103666-0006 on 2022-1697387
Estimated delivery if purchased today:
Apr. 18, 2023
Contract # C000000O06841
Customer Agreement # TX DIR-TSO-3763
Description SKU
CS -CITY OF LUBBOCK-ISX0002103666-0006 on 2022-1697387 AC301143
Quantity Subtotal
$197,954.45 1 $197,954.45
Unit Price Quantity Subtotal
- 1 -
Subtotal: $197,954.45
Shipping: $0.00
Environmental Fee: $0.00
Estimated Tax: $0.00
Total: $197,954.45
Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock. TX 78682
Important Notes
Terms of Sale
This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the
entity issuing this Quote ("Supplier") and the entity to whom this Quote was issued ("Customer"). Unless otherwise stated herein, pricing is
valid for thirty days from the date of this Quote. All product, pricing and other information is based on the latest information available and is
subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or
freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges
will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax
exemption certificate to Tax_Department@dell.com or ARSalesTax@emc.com, as applicable.
Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer's affiliate and Supplier or a
Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such
agreement, to the applicable set of Dell's Terms of Sale (available at www.dell.com'terms or www.dell.com/oemterms), or for cloud/as-a-
Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms
referenced herein (collectively, the "Governing Terms"). Different Governing Terms may apply to different products and services on this
Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted
by Customer to Supplier.
Supplier Software Licenses and Services Descriptions: Customer's use of any Supplier software is subject to the license terms
accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and
terms for Supplier -branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at
www.dellemc.com/en-usicustomer-services/prod uct-wa rranty-and-service-descriptions. htm.
Offer -Specific, Third Party and Program Specific Terms: Customer's use of third -party software is subject to the license terms that
accompany the software. Certain Supplier -branded and third -party products and services listed on this Quote are subject to additional,
specific terms stated on www.dell.com/offeringspecificterms ("Offer Specific Terms").
In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution,
Customer shall include the applicable software license terms, services terms, and/or offer -specific terms in a written agreement with the end -
user and provide written evidence of doing so upon receipt of request from Supplier.
In case of Financing only: If Customer intends to enter into a financing arrangement ("Financing Agreement") for the products and/or
services on this Quote with Dell Financial Services LLC or other funding source pre -approved by Supplier ("FS"), Customer may issue its
purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a
Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing
Agreement, Customer's use (and Customer's resale of and the end -user's use) of these items in the order is subject to the applicable
governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS
notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into
such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to
Supplier.
Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government;
or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this
transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S.
Government procurement.
For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer's invoice. Supplier
encourages customers to dispose of electronic equipment properly.
Electronically linked terms and descriptions are available in hard copy upon request.
"DELL BUSINESS CREDIT (DBC): Offered to business customers by WebBank, who determines qualifications for and terms of credit.
Taxes, shipping and other charges are extra and vary. The Total Minimum Payment Due is the greater of either $20 or 3% of the New
Balance shown on the statement rounded up to the next dollar, plus all past due amounts. Dell and the Dell logo are trademarks of Dell Inc.
Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP, is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682