R2020-115 Resolution Authorizing the Expenditure of Funds for Purchase of Data Storage Equipment and Services from Presidio Networked Solutions Group

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28/2020 ESID10 , QUOTE: 2DATE: /003520035130-05 PAGE: 2 of 3 Quote valid for 30 days.Payment of invoices are due within 30 days from date of invoice unless other terms are issued.Late payments are subject to interest charges of the lesser of 1%% per month or the maximum amount allowed by law.All prices subject to change without notice.Supply subject to availability.This Quote is subject to Presidio's Standard Terms and Conditions below.Any changes to the following Terms and Conditions must be accepted in writing by Presidio, otherwise,CLIENT agrees to be bound by the following Terms and Conditions and pricing contained herein: Pricing Quoted prices exclude applicable taxes.Invoicing will include applicable taxes unless a valid tax exempt certificate is provided. •The price included herein reflects a 3%discount for payment by cash,check or wire transfer.This discount will not apply in the event that CLIENT pays using a credit card or debit card. •Prices exclude freight,handling or insurance(unless Itemized in the quote). •Pricing for Professional Services are best-effort estimates only. Actual pricing will be finalized as part of a mutually-agreeable Statement of Work. Invoicing CLIENT is billed upon shipment from the manufacturer and shall accept and pay for partial shipment of products. •Usage-Based Services Terms and Conditions.For Usage-Based Services purchased by CLIENT,Presidio shall invoice CLIENT once a month.Notwithstanding the amounts included on the applicable purchase order,the invoice for Usage-Based Services will vary from month to month based upon CLIENT's usage and CLIENT shall be obligated to pay all charges for the Usage-Based Services used by CLIENT in the previous month.If CLIENT is delinquent in its payment obligations for the Usage-Based Services,then,upon reasonable,prior notice, Presidio reserves the right to suspend or discontinue such services at its sole discretion.CLIENT acknowledges and agrees that such discontinuation or suspension by PRESIDIO will not constitute a breach of PRESIDIO'S obligations to CLIENT. CLIENT agrees to indemnify and hold harmless PRESIDIO for any resulting damages due to the suspension or discontinuation of the Usage-Based Services due to CLIENT's delinquent or non-payment. •Enterprise Software,Licensing and Subscription Services("Enterprise Agreemenr).For Third-Party-provided,enterprise-based software licensing and services,Presidio shall invoice CLIENT according to the terms of the Enterprise Agreement between CLIENT and the Third Party.If CLIENT is delinquent in its payment obligations hereunder,then,upon reasonable, prior notice,Presidio reserves the right to suspend or discontinue such services at its sole discretion.CLIENT acknowledges and agrees that such discontinuation or suspension by PRESIDIO will not constitute a breach of PRESIDIO'S obligations to CLIENT. CLIENT agrees to indemnify and hold harmless PRESIDIO for any resulting damages due to the suspension or discontinuation of the services due to CLIENT's delinquent or non-payment. Freight,Handling,Shipping •CLIENT will be billed for Presidio's and/or the manufacturers freight charges. •Title/Risk of loss passes to CLIENT Freight on Board(FOB)origin(FOB destination(CONUS)applicable to Federal Government CLIENTS only) unless otherwise agreed to in writing by Presidio.Orders shipped from a manufacturer to Presidio at CLIENT request for warehousing,configuration,storage or otherwise,shall be deemed to have been shipped to CLIENT FOB origin. Presidio accepts no responsibility/liability in connection with the shipment. •International delivery services include(1)Consolidated billing in USD for all international deliveries(ii)Consolidated contracting with one entity,namely Presidio(iii)Single point of contact iv)Freight forwarding including exportation permits,application of tariff headings,customs clearance(including import permits,licenses,certificates)(v)Asset Management,Tracking& Reporting. •Goods held in a Presidio warehouse either a)at the CLIENT's request or b)in the event CLIENT refuses to accept delivery,may be subject to warehousing fees of 1%of the list price of such goods. Warranty and Limitation of Liability •Product is warranted by the Manufacturer,not by Presidio.Please consult Manufacturer for warranty terms.IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL,EXEMPLARY,OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.PRESIDIO'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER,INCLUDING,BUT NOT LIMITED TO,NONPERFORMANCE OR MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS,SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT FOR PRODUCTS HEREUNDER. Return Policy •CLIENTS return rights are subject to the return policies(&fees including restocking)of the applicable manufacturer •A Presidio-issued Return Material Authorization(RMA)is required&needs to accompany retumed items before any credit is issued to a CLIENT.Presidio reserves the right to deny RMA requests in the event the Manufacturer will not provide for an authorized return.If integration of product is performed at a Presidio facility,transfer of ownership occurs as of inception of integration regardless of shipment terms as manufacturers will not accept return of open product. •CLIENTS have 15 calendar days from original ship date to request a RMA(unless shorter period is required by manufacturer) •Items returned must be in original shipping cartons,unopened,unused,undamaged and unaltered failing which Presidio is entitled to reject acceptance of items or charge further fees •The CLIENT is responsible for shipping fees to the destination highlighted in the RMA Opened software cannot be returned Cancellation Policy •CLIENT's cancellation of purchase order rights are subject to the cancellation policies(&fees)of the applicable manufacturer Leases •In the event Presidio does not receive payment for leased goods purchased on the CLIENTS behalf from the applicable third-party financing entity,CLIENT is obligated to pay Presidio for all such goods as indicated in the applicable Presidio invoice. Software terms •Software is subject to the license terms that accompany it. •License terms are established between the CLIENT&owner of the software Unless Presidio is the owner or licensor,Presidio makes no representations and/or warranties relating to its operation,ownership or use. Term and Termination of Orders:Usage-Based Services,Enterprise Agreements and Multi-Year Orders •The terms of use for Usage-Based Services(i.e.Cisco-provided WebEx or Software as a Service(Seas))are established by the applicable third-parry provider of such services either at the applicable third-party provider website or via the separate agreement between CLIENT and third-party provider. •The"Initial Term"of an order for Usage-Based Services and/or and Enterprise Agreement("Order")starts on the date the Usage-Based Services and/or Enterprise Agreement are available for use by CLIENT and lasts for the time period slated in the Order.After the Initial Term,unless prohibited by applicable law,there will be an automatic"Renewal Term"of the same length of time unless CLIENT notifies Presidio in writing that CLIENT does not want to renew at least sixty(60)days before the end of the then current Initial Term or Renewal Term. If the fees will change for the Renewal Term,Presidio will notify CLIENT reasonably in advance of the Renewal and in time for CLIENT to accept or reject renewing the Usage-Based Services and/or Enterprise Agreement.If CLIENT agrees with the fee changes,CLIENT may do nothing and the new fees will apply for the upcoming Renewal Term. •Either party may terminate an Order by providing the other party written notice of termination at least sixty(60)days before the end of such Initial or Renewal Term.The termination will be effective on the last day of the Initial or Renewal Term and CLIENT will pay for the Usage-Based Services and/or Enterprise Agreement until the end of the current Initial or Renewal Term regardless of when CLIENT provided notice.Notwithstanding the foregoing,Usage-Based Services and Enterprise Agreements ordered are strictly non-cancelable during the Initial Tenn or Renewal Term except as otherwise provided in the applicable Service Terms and/or otherwise agreed upon in writing by Presidio.CLIENT will not be entitled to any refund for terminated Usage-Based Services or Enterprise Agreements during the Initial Tenn or Renewal Term except as agreed upon in writing by Provider and/or Presidio Multi-Year Agreements •For multi-year agreements,CLIENT expressly agrees to enter into a binding,non-cancelable agreement per the billing schedule set forth in the quote. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE CLIENTS AGREEMENT AND PAYMENTS FOR A MULTI-YEAR TRANSACTION ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES FOR MULTI-YEAR AGREEMENTS,SUCH THAT PRESIDIO WOULD NOT HAVE ENTERED INTO A MULTI-YEAR TRANSACTION WITHOUT SUCH AGREEMENT. SmartNet(Third party Maintenance) •CLIENTS rights are subject to the terms provided by the applicable manufacturer.(per website address)