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Home My WebLink AboutResolution - 2023-R0077 - PO 33001711 with Dell MarketingResolution No. 2023-R0077 Item No. 5.28 February 14, 2023 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 33001711, for the purchase of Latitude 7220 Rugged Tablets and related warranties, service, and 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 February 14, 2023 TRAY PAYNC. NFAYOR ATTEST: . A.6 e .1 )c Reb ca Garza, City Secre APPROVED AS TO CONTENT: LU� itcher, Assistant City Manager APPROVED AS TO FORM: Ryan Bro e, Assis6dt City Attorney RES.PO 33001711-Dell Marketing LP 1.30.23 koo- City Of PURCHASE ORDER Lubbock TEXAS DELL MARKETING LP TO: RR 8 BOX 8706 ONE DELL WAY ROUND ROCK TX 78682 Page - Date - Order Number Branch/Plant 1 1 /27/2023 33001711 000 OP 3410 CITY OF LUBBOCK SHIP TO: INFORMATION TECHNOLOGY 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BYQ• Marta Director of Purchasing & Contract Management Ordered 1/27/2023 Freight Requested 3/14/2023 Taken By Delivery Per J Zhine / Req # 59802 Q#3000142217912.1 /DIR-TSO-3763 D HEATH if -you have any questions please contact Jay Zhine at JZhine(a)maiLci.lubbock taus or by phone at 806-775-2366 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Latitude 7220 Rugged Tblt 8GB 183.000 1,795.8500 EA 328,640.55 3;14/2023 128GB SSD LTE #210-ATEF 5Y Warranty/ADP/3Y batterysery 183.000 EA 3:'l4;'2023 #997-7015 #451-BCIK CFI Rtg SKU'Connected Config 183.000 EA 3/14/2023 #365-0257 #365-0931 SI# CF3001 - Configuration Sry 183.000 EA 3/14/2023 #490-0000 Total Order Terms NET 30 DAYS 328,640.55 This purchase order encumbers funds in the amount of $328,640.55 awarded to Dell Marketing LP of Round Rock, TX, on February 14 , 2023. The following is incorporated into and made part of this purchase order by reference: Quote dated January 20, 2023, from Dell Marketing LP of Round Rock, TX, and DIR Contract DIR-TSO-3763 Resolution # 2023-R0077 CIT OCK: Tra ayor ATTEST: JK Rebedba Garza, City Secretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER CONTRACTOR ACKNOWLEDGES. by supplying any Goods or Services that the Contractor has read. full understands. and will be in full comoliance with all terms and conditions and the descriptive material contained heret and any additional associated documents and Amendments. The City disclaims any terms and conditions provided b the Contractor unless agreed upon in writing by the names. In the event of conflict_beLwsen the City's terms an I SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g box I of 4 boxes, and (d) the number of the container bearing the packing slip Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carners 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 authonzed to ship the broods under reservation and no tender of a bill of lading will operate as a tender of goods. 3 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery 4 NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the tight 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 lusted separately A copy of the bull of lading, and the freight waybill when applicable, should be attached to the invoice Maul To Accounts Payable, City of Lubbock, P 0 Box 2000, Lubbock, Texas 79457 Payment shall not be due until the above instruments are submutted after delivery 6 GRATUITIES The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in provu hne 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 liability to Seller for breach or Seller's actual expense b The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such 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, of 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 performance and fault -free result in the processing date and daze related data (including, but not limited to calculating, comparing and sequencmg) 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 liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference 10 SAFETY WARRANTY Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U S Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense I I 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 thus 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 funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the their -current year for the goods or services covered by this contract is spent, whichever event occurs first If at any 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 temunation 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 of Seller breaches any of the terms hereof including warranties of Seller or of the Seller becomes insolvent or commis acts of bankruptcy Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity 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 heu of the tights of Buyer set forth in Clause 14, herein 16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent 17 ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph 18 WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party 19 INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid is intended by the patties as a final expression of their agreement and intended also as a complete and exclusive statement of the terns 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 Umf i m 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 lbrce 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 party's intent to perform he may demand that the other party give written assurance of his intent to perfbrm 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 other 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 ruurt of mmpelcm jurisdiction Further, the City shall not be subject to any arbitration process prior to exercising is unrestricted right to seek judicial remedy The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently To the extent of any conflict between this provision and another provision in, or related to, this document. this provision shall control 26 RIGHT TO AUDIT At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at is expense and at reasonable times, reserves the tight 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 fill amour of such overpayments within thirty (30) days of such audit findings, or the City, at is option, reserves the right to deduct such amounts owing the City from any payments due Contractor 27 The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management 28 Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited Pursuant to Section 2252 152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 29 Texas Government Code Section 2252 908 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 ,rt❑wwv, cy]yhbocA. trusdeorin tal- 30 No Boycott of Israel Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (t) it meets an exemption criteria under Section 2271 002, or (n) it does not boycott Israel and will root boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any fats that make e exempt from the boycott certification in its Response. 31 No Boycott of Energy Companies Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (t) it meets an exemption criteria under Section 2274 002, or (it) 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 Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274 002, or (it) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the term of the contract resulting from this solicitation Respondent shall state any facts that make it exempt from the boycott certification in its Response 33 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organizatton Prohibited. Pursuant to Section 2252 152 of the Texas Government Code, prohibits the City from entering into a contract with it vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran. Sudan or a foreign terrorist organization 34 TEXAS PUBLIC INFORMATION ACT The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter 35 Pursuant to Section 552.301(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an entailed request orrx+ mriuRwnk.0Pfease send this request to this entail address for it to be processed 15 TERMINATION The performance of work under this order may be terminated in whole, or in part by the Buyer REV 3/2022 C4LLTechnologies A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quote No. Total Customer # Quoted On Expires by Contract Name Contract Code Customer Agreement # Deal ID 3000142217912.1 $328,640.55 1784159 Jan. 20, 2023 Feb. 19, 2023 Texas Department of Information Resources (TX DIR) C000000O06841 TX DIR-TSO-3763 14780458 Message from your Sales Rep Sales Rep Cody Long Phone (800) 456-3355, 6180336 Email Cody_Long@Dell.com Billing To ACCOUNTS PAYABLE CITY OF LUBBOCK PO BOX 2000 LUBBOCK, TX 79457-0001 Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Cody Long Product Unit Price Quantity Subtotal SI# CF3001 Dell Latitude 7220 $1,795.85 183 $328,640.55 Subtotal: $328,640.55 Shipping: $0.00 Environmental Fee: $0.00 Non -Taxable Amount: $328,640.55 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $328,640.55 Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Quantity Subtotal SI# CF3001 Dell Latitude 7220 $1,795.85 183 $328,640.55 Estimated delivery if purchased today: Feb. 21, 2023 Contract # C000000006841 Customer Agreement # TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Latitude 7220 Rugged, CTO 210-ATEF - 183 - 8th Generation Intel Core i5-8365U Processor (4 Core,6MB 379-BDQV 183 - Cache, 1.6GHz,15W) Windows 10 Pro (Includes Windows 11 Pro License) English, French, 619-AQMP 183 - Spanish No Microsoft Office License Included 658-BCSB - 183 - Intel Core i5-8365U with u-blox NEO-M8 GPS card 8GB Memory 338-BTPT - 183 - No Out -of -Band Systems Management - vPro Disabled 631-ACHF - 183 - 8GB 2133MHz LPDDR3 Memory 370-AFCZ - 183 - M.2 256GB PCIe NVMe Class 35 Solid State Drive 400-BNOD - 183 - 11.6", FHD (1920 x 1080), 1000 Nit Outdoor -Readable, AG/AS/AP, 391-BEVG 183 - Glove -Capable Touchscreen Intel Wi-Fi 9560 Driver with Bluetooth 555-BFIU - 183 - Intel Dual Band Wireless AC 9560 (802.11ac) 2x2 555-BFJV - 183 - 4G DW5821 E Snapdragon X20 4G/LTE Wireless WAN card for AT&T 556-BCDX 183 - (With NMEA GPS Port Support) Dell WWAN Bracket Bar for Rugged 575-BCBR - 183 - 2-cell (34Wh) 3-Year Limited Hardware Warranty Lithium Ion Primary 451-BCIK 183 - Battery 45 Watt AC Adapter 450-AEHK - 183 - No Security Software 650-AAJS - 183 - No Media 620-AAOH - 183 - E4 Power Cord 1 M for US 537-BBBL - 183 - Latitude Rugged 7220 Getting Started Guide 340-COCF - 183 - No Secondary Battery 451-BCOI - 183 - Custom Configuration 817-BBBB - 183 - System Regulatory Label 389-DRXP - 183 - Regulatory Label (WWAN) 389-DRXR - 183 - Windows 10 Additional Software 658-BEPO - 183 - Shipping Material, Shuttle 340-AQMD - 183 - System Shipment, Latitude 72x2 340-AQME - 183 - Directship Info Mod 340-CKTD - 183 - No Option Included 340-ACQQ - 183 - ENERGY STAR Qualified 387-BBNJ - 183 - 5 MP HD IR webcam /8 MP rear camera with Flash and Dual 319-BBHH 183 - Microphone WLAN/WWAN Chassis No NFC 321-BEZE - 183 - Connector for 1/0 Expansion 750-ABNN - 183 - Mini Serial Port 325-BDNX - 183 - Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way Mail Stop 8129, Round Rock, TX 78682 No Option Included 340-ACQQ 183 No Security 461-AAHD 183 ProSupport Plus: Next Business Day, 2 Year Extended 804-0512 - 183 ProSupport Plus: Next Business Day, 3 Years 804-0513 - 183 Dell Limited Hardware Warranty Extended Year(s) 975-3461 - 183 Dell Limited Hardware Warranty Initial Year 997-6988 - 183 - ProSupport Plus: Accidental Damage Service, 5 Years 997-7015 - 183 - ProSupport Plus: Keep Your Hard Drive, 5 Years 997-7016 - 183 - ProSupport Plus: 7x24 Technical Support, 5 Years 997-7038 - 183 - Thank you for choosing Dell ProSupport Plus. For tech support, visit 997-8367 183 - www.dell.com/contactdell or call 1-866-516-3115 CFI Titan Code for CFI FIDA or Bypass SI 364-1846 - 183 CFI Routing SKU 365-0257 - 183 Configuration Services, Dell C onnected Configuration 365-0931 - 183 Multiple BIOS Setting Changes Service Fee 366-0130 - 183 CFI,Information Client.Only 371-0941 - 183 CFI,Information,CSRouting,Elig ible,Factory Install 375-3088 - 183 - CFI,Information,GCS,ADDRESS,3E G3,Customer Install 377-5047 - 183 - CFI,Information, LT,2T,L2/L3,Fa ctory Install 377-9902 - 183 - CFI,Information,WlN 10 PRO,6413 IT,Original Equipment Mfgr.,Fa 378-2291 183 - ctory Install CFI,INFO,COMPLEX-SOLUTION,Fact ory Install 381-1194 - 183 CFI, INFO, SMART SI, BIOS,FACT ORY INSTALL 381-6332 - 183 Configuration Services - Fulfi Ilment Services 490-0000 - 183 Subtotal: $328,640.55 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Total: $328,640.55 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-us/customer-services/product-warranty-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 -parry 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 classed 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