R2020-114 Resolution Authorizing the Expenditure of Funds for Purchase of Server Equipment from Dell Inc.

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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/euIa.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/prod uct-wa rranty-and-service-descri ptions.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): OFFER VARIES BY CREDITWORTHINESS AS DETERMINED BY LENDER.Offered by WebBank to Small and Medium Business customers with approved credit.Taxes,shipping and other charges are extra and vary.Minimum monthly payments are the greater of$15 or 3%of account balance.Dell Business Credit is not offered to government or public entities,or business entities located and organized outside of the United States. Page 5 �J S_ jniv _. , �. . ;� _ , _ „_ ?, � ,F"