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2022/05/10 City Council Resolution 2022-045 RESOLUTION NO. 2022-045 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING A FIVE YEAR LEASE AGREEMENT WITH DELL TECHNOLOGIES FOR A VXRAIL SYSTEM TO REPLACE THE INFORMATION TECHNOLOGIES CITY HALL SERVER AND DATA STORAGE INFRASTRUCTURE FOR AN AMOUNT NOT TO EXCEED $172,011.20 AND AUTHORIZING THE ASSISTANT CITY MANAGER TO EXECUTE THAT AGREEMENT WHEREAS; the City Hall Servers and Data Storage Infrastructure needs to be replaced; WHEREAS: this equipment is vital to the operation of City Departments and Information Technology Department; and WHEREAS; the City's Information Technology Department has researched options and has recommended a viable, cost-effective solution, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approved the entering into a lease agreement for the Dell VXRAIL solution. BE IT FURTHER RESOLVED that the Assistant City Manager is hereby authorized and directed to execute documents pertaining to same for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 10th day of May 2022. CITY OF ROHNERT PARK c ie Elward ayor ATTEST: s. Elizabeth Machado, Deputy City Clerk _ = GIUDICE: HOLLINGSWORTH-ADAMS:______STAFFORD: �p LINARES:Abram- ELWARD: AYES: (4 ) NOES: ( S(j) ABSENT: ( 1 1 ABSTAIN: ( 5z5 ) Reference:810-8460737-088 Page 1 of 3 Master Lease Schedule TELP CITY OF ROHNERT PARK LEASE PURCHASE SCHEDULE NO. 810-8460737-088 TO MASTER LEASE AGREEMENT NO. 58460737-6552 THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. 58460737-6552 ("Agreement") DATED November 17, 2014 BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND CITY OF ROHNERT PARK ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Dell Inc. One Dell Way Round Rock TX 78682 Product Description Product Location Lessee Purchase Order No. Primary Term Mos.) Commencement Date See Exhibit 'A' See Exhibit 'A' PO20210102 60 April 01, 2021 Rent is payable: in advance Payment Period: Annually LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a) the following: For the purposes of this Schedule, the Rent, as well as the principal and interest portions of each Rent payment are shown in the chart provided on Exhibit “B”, attached to and made a part hereof. 2. SECTION 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. For purposes of this Schedule, add paragraphs (j) through (t) as follows: j) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to, the execution and delivery to Lessor of information statements requested by Lessor; k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or an y transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within the meaning of Section 141 of the Code; l) The total cost of the Products listed in this Schedule will not be less than the total Principal P ortion of the Rent listed in this Schedule; m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence such Schedule; Attachment 2 LEASE PURCHASE SCHEDULE NO. 810-8460737-088 continued) Reference:810-8460737-088 Page 2 of 3 Master Lease Schedule TELP n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year from the date hereof; o) No fund or account which secures or otherwise relates to the Rent has been established; p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes; q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or 8038-GC, as required under the Code; r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made; s) To the best of Lessee's knowledge, information and belief, the above expectations are reasonable; and t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule, to Dell Equipment Funding L.P. (“DEF”) pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a) of the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee.” TO THE EXTENT PERMITTED BY LAW, AND IN ADDITION TO LESSEE’S OBLIGATION UNDER SECTION 16 OF THE AGREEMENT AND ANY AMENDMENTS THERETO, LESSEE HEREBY ASSUMES LIABILITY FOR, AND SHALL PAY WHEN DUE, AND SHALL DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) RELATING TO OR ARISING OUT OF LESSEE’S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS CONTAINED IN SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN. 3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE LEASE. For purposes of this Schedule, delete “FINANCE LEASE” in the title of this Section and delete the first and last sentences of paragraph (d). 4. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. Insert at the end of this paragraph the following: “Notwithstanding the first sentence of this Section, upon Lessee’s acceptance of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under the Agreement; provided that, upon an Event of Default or any termination of this Schedule, other than by Lessee’s purchase of the Products, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee shall immediately surrender possession of the Products to Lessor. Any such transfer of title shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. 5. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR LEASE PURCHASE SCHEDULE NO. 810-8460737-088 continued) Reference:810-8460737-088 Page 3 of 3 Master Lease Schedule TELP RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for Lessee’s obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessee’s rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 6. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease each a “Document”) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor’s database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee’s representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor’s option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits “A” and "B". CITY OF ROHNERT PARK Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor” By: Name: Title: Date: Attachment 3 Prepared For: April 11, 2022 Term 60 Thank you for giving Dell Financial Services L.L.C. (“DFS”) the opportunity to provide a technology financing solution. Option TELP Enclosed is a financing proposal for your new technology needs. We look forward to discussing this opportunity in Payments:Annual further detail with you. If you have any questions, please contact me at the phone number or email address below.Consolidation:Monthly Payments Due:Advance Interim Rent:None Dell 5 Quote Number Payments 3000114980766.3 Gov - VxRail S570H - 65TBu Cluster $45,551.00 3 $136,653.00 0.21624 $29,549.84 Recoverpoint for Virtual Machines $0.01 3 $0.03 0.21624 $0.01 PowerSwitch S5224-ON | Interlinks $13,888.00 2 $27,776.00 0.21624 $6,006.28 Taxes $7,845.61 1 $7,845.61 0.21624 $1,696.53 $37,252.67 TOTAL $172,274.64 $37,252.67 Proposal Expiration Date: May 11, 2022 *Payments are net of sales tax. Applicable Tax will be applied per tax laws* End of Term Options: Tax Exempt Lease Purchase (TELP): • Exercise the option to purchase the products for $1.00. • Return all products to lessor at the lessee’s expense. Bryan Pitney Financial Solutions Representative Dell | Financial Services office + 1 512-723-4358 Bryan.Pitney@Dell.com Additional Information: LEASE QUOTE: The Lease Quote is exclusive of shipping costs, maintenance fees, filing fees, licensing fees, property or use taxes, insurance premiums and similar items which shall be for Lessee's account. Lessee will pay payments and all other amounts without set-off, abatement or reduction for any reason whatsoever. Additionally, Lessee shall declare and pay all sales, use and personal property taxes to the appropriate taxing authorities. If you are sales tax exempt, please provide a copy of your Exemption Certificate with the Lease Contract. If Lessee provides the appropriate tax exemption certificates to DFS, sales and use taxes will not be collected by DFS. However, if your taxing authority assesses a personal property tax on leased equipment, and if DFS pays that tax under your lease structure, Lessee must reimburse DFS for that tax expense in connection with the Lessee's lease. PURCHASE ORDER: The Purchase Order must be made out to Dell Financial Services L.L.C., One Dell Way, RR8-23, Round Rock, TX 78682. The Purchase Order will need to include the quote number, quantity and description of the equipment. Please be sure to indicate that the PO is for a lease order and shows the type of lease, the term length, and payment frequency. The date of the lease quote referenced should be included. Please be sure to include any applicable shipping costs as a line item and include your address as the SHIP TO destination. INSURANCE: The risk of loss on the equipment is borne solely by the Lessee. Lessee shall be required to purchase and maintain during the Term (i) comprehensive public liability insurance naming Lessor as additional insured; and (ii) "all-risk" physical damage insurance in a minimum amount of the Purchase Price, naming DFS as first loss payee. APPROPRIATION COVENANT: The Lease will contain an appropriation of funds clause. The Lessee will covenant that it shall do all things legally within its power to obtain and maintain funds from which the payments may be paid. DOCUMENTATION: In addition to a duly executed Agreement, other documents as reasonably requested by DFS may be required, such as but not limited to, opinions of counsel, IRS tax exemption forms (if applicable), and audited financials. PROPOSAL VALIDITY / APPROVALS: This is a proposal based upon market conditions and is valid for 30 days, is subject to final credit approval, review of the economics of the transaction, and execution of mutually acceptable documentation. Upon expiration, lease rates may be changed in the event that market rates change. Leasing and financing provided by Dell Financial Services L.L.C. or its affiliate or designee (“DFS”) to qualified customers. Offers may not be available or may vary in certain countries. Where available, offers may be changed without notice and are subject to product availability, credit approval, execution of documentation provided by and acceptable to DFS, and may be subject to minimum transaction size. Offers not available for personal, family or household use. Dell and the Dell logo are trademarks of Dell Inc. Proposal is property of DFS, contains confidential information and shall not be duplicated or disclosed in whole or part. Proposal is not a firm offer of financing. Pricing and rates based upon the final amount, configuration and specification of the supplied equipment, software, services or fees. Prorata payment may be due in the first payment cycle. Proposal excludes additional costs to customer such as shipping, maintenance, filing fees, applicable taxes, insurance and similar items. Proposal valid through the expiration date shown above, or if none is specified, for 30 calendar days from date of presentation. David Rowley Summary Product Description Product Price Quantity Extended Price Rate Factor Personal Property Taxes (PPT) do not apply to this lease. SUBTOTAL City of Rohnert Park Page 1 of 1 #Internal Use - Confidential Attachment 4 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.3000114980766.3 Total $172,274.64 Customer #8460737 Quoted On Mar. 24, 2022 Expires by Apr. 23, 2022 Contract Name Dell NASPO Computer Equipment PA - California Contract Code C000000181156 Customer Agreement #MNWNC-108/7157034003 Solution ID 15787768.3 Deal ID 23040765 Sales Rep Michael Spencer Phone (800) 456-3355, 6179343 Email Michael_Spencer2@Dell.com Billing To ACCOUNTS PAYABLE CITY OF ROHNERT PARK 130 AVRAM AVE ROHNERT PARK, CA 94928-3126 Message from your Sales Rep Please contact me if you have any questions. If you wish to place an order with this quote, please go to your Dell Premier home page (www.dell.com/account); click "Quotes" and then copy/paste this quote number into the white box. It may ask you to verify your Dell customer number which is located on this PDF. Then click "check out" to continue. If you do not have a Dell Premier page, please go to www.dell.com/qto ; click "Continue as guest" and then follow the same instructions. Should you have any questions about this quote, please don't hesitate to contact me at michael.g.spencer@dell.com ; 512-725-0271. Thank you for shopping with Dell! Regards, Michael Spencer Shipping Group Shipping To DAVID ROWLEY CITY OF ROHNERT PARK PUBLIC SAFETY 500 CITY HALL ROHNERT PARK, CA 94927-1489 (707) 588-3451 Shipping Method Standard Delivery Install At DAVID ROWLEY CITY OF ROHNERT PARK PUBLIC SAFETY 500 CITY HALL ROHNERT PARK, CA 94927-1489 (707) 588-3451 Solution Name: new nodes Product Unit Price Quantity Subtotal Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Attachment 5 PowerSwitch S5224-ON | Interlinks [1]$13,888.00 2 $27,776.00 VxRail S670 - AMER $45,551.00 3 $136,653.00 Recoverpoint for Virtual Machines - AMER $0.01 3 $0.03 Subtotal: Shipping: Environmental Fee: Non-Taxable Amount: Taxable Amount: Estimated Tax: Total: $164,429.03 $0.00 $0.00 $77,255.41 $87,173.62 $7,845.61 $172,274.64 Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for details. 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 DAVID ROWLEY CITY OF ROHNERT PARK PUBLIC SAFETY 500 CITY HALL ROHNERT PARK, CA 94927-1489 (707) 588-3451 Shipping Method Standard Delivery Install At DAVID ROWLEY CITY OF ROHNERT PARK PUBLIC SAFETY 500 CITY HALL ROHNERT PARK, CA 94927-1489 (707) 588-3451 Solution Name: new nodes Quantity Subtotal PowerSwitch S5224-ON | Interlinks [1] Estimated delivery if purchased today: Dec. 01, 2022 Contract # C000000181156 Customer Agreement # MNWNC-108/7157034003 $13,888.00 2 $27,776.00 Description SKU Unit Price Quantity Subtotal Dell EMC S5224F-ON Switch, 24x 25GbE SFP28, 4x 100GbE QSFP28 ports, PSU to IO air, 2x PSU 210-APHT -2 - Dell EMC S52XX-ON Series User Guide 343-BBLP -2 - OS10 Enterprise, S5224F-ON 634-BRWJ -2 - OS10 SmartFabric Services 634-BYIJ -2 - Dell Hardware Limited Warranty 1 Year 818-4983 -2 - Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, 1 Year 818-4992 -2 - Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, Extended to 4 Years 818-4994 -2 - ProSupport Mission Critical:7x24 HW/SW Technical Support and Assistance, 5 Years 818-5006 -2 - Dell Limited Hardware Warranty Extended Year(s)975-3461 -2 - Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 989-3439 -2 - Info 3rd Party Software Warranty provided by Vendor 997-6306 -2 - ProDeploy Plus Dell Networking S Series 5XXX Switch - Deployment 804-2152 -2 - ProDeploy Plus Dell Networking S Series 5XXX Switch - Deployment Verification 804-2153 -2 - ProDeploy Plus No Charge Training 500 812-4037 -2 - 5 Years ProSupport OS10 Enterprise Software Support-Maintenance 848-8539 -2 - Dell Networking, Transceiver, SFP, 1000BASE-T 407-BBEL -6 - Dell Networking Transceiver, SFP+ 10GBASE-T, 30m reach on CAT6a/7 407-BBWT -6 - Dell Networking Cable 100GbE, QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 1 Meter 470-ABOV -2 - Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive Copper Twinax Direct Attach Cable, 3 Meter 470-ACEV -12 - Dell Networking Cable, OM4 LC/LC Fiber Cable, (Optics required), 3 Meter 470-ACMF -6 - Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 450-AAFH -2 - Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 450-AAFH -2 - Quantity Subtotal VxRail S670 - AMER Estimated delivery if purchased today: Jun. 30, 2022 Contract # C000000181156 Customer Agreement # MNWNC-108/7157034003 $45,551.00 3 $136,653.00 Description SKU Unit Price Quantity Subtotal VxRail S670 210-BCWT -3 - PSNT Info 329-BDWH -3 - S670 Branding 350-BCJD -3 - VxRail E660N S670 Firmware Lock 379-BERV -3 - VxRail Software 7.0.320 Factory Install 634-BZBH -3 - No Transformational License Agreement 379-BDYQ -3 - 3.5" Chassis with up to 12 HDDs (SAS/SATA), 4x2.5" Rear HDDs (SAS/SATA) for 1CPU Configuration 321-BGLS -3 - VxRail 2U Bezel V2 325-BDYT -3 - Intel Xeon Gold 6326 2.9G, 16C/32T, 11.2GT/s, 24M Cache, Turbo, HT (185W) DDR4-3200 338-CBXJ -3 - No Additional Processor 374-BBBX -3 - 3200MT/s RDIMMs 370-AEVR -3 - Broadcom 57414 Dual Port 10/25GbE SFP28, OCP NIC 3.0 540-BCOC -3 - Trusted Platform Module 2.0 V3 461-AAIG -3 - ReadyRails Sliding Rails 770-BBBQ -3 - Cable Management Arm, 2U 770-BDRQ -3 - Dual, Hot-Plug,Power Supply Redundant (1+1), 1400W, Mixed Mode 450-AJHG -3 - Fan Foam, HDD 2U 750-ACOM -3 - 5 Years ProSupport Plus Mission Critical vSphere Ent Plus for 1 Proc Sftwr Spt-Contract 863-1650 -3 - 4x2.5 Rear Storage 379-BDTB -3 - Dell Hardware Limited Warranty 870-6222 -3 - Prosupport Plus Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 4 Years Extended 870-8035 -3 - Prosupport Plus Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 1 Year 870-8036 -3 - Prosupport Plus Mission Critical 7x24 Technical Support and Assistance 5 Years 870-8041 -3 - Thank you for choosing Dell ProSupport Plus. For tech support, visit //www.dell.com/contactdell 951-2015 -3 - Dell Limited Hardware Warranty Extended Year(s)975-3461 -3 - Informational Purposes Only 379-BEWY -3 - ProDeploy Plus No Charge Training 200 812-4011 -3 - ProDeploy Plus Dell EMC VxRail Deployment 819-2575 -3 - ProDeploy Plus Dell EMC VxRail Deployment Verification 819-2576 -3 - PowerEdge R750 CE Marking, No CCC Marking 389-DYHE -3 - Dell/EMC label (BIS) for 3.5" Chassis 389-DYHG -3 - Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 SAS/SATA Backplane 379-BDSS -3 - P/V 670 Shipping, DAO 340-CWLS -3 - PowerEdge R750 Shipping Material 481-BBFG -3 - 3.5 Chassis 379-BDSZ -3 - VxRail S670, Riser Config 9, 2A, 1x16LP 540-BDFC -3 - PowerEdge R750 Motherboard, Barlow Pass Enabled, with Broadcom 5720 Dual Port 1Gb On-Board LOM 329-BGKO -3 - Heatsink for 1 CPU configuration (CPU greater than or equal to 165W)412-AAWF -3 - Performance Optimized 370-AAIP -3 - C43, No RAID, VxRail PV670F/S670 780-BCQR -3 - Dell HBA355i Adapter, Low Profile 405-AAZF -3 - BOSS-S2 controller card + with 2 M.2 480GB (RAID 1)403-BCMB -3 - BOSS Cables and Bracket for R750 (4x2.5" Rear)470-AERS -3 - iDRAC9, Enterprise 15G 385-BBQV -3 - iDRAC Group Manager, Disabled 379-BCQY -3 - iDRAC,Legacy Password 379-BCSG -3 - DHCP with Zero Touch Configuration 379-BCRB -3 - High Performance Fan x6 750-ADGL -3 - No Quick Sync 350-BBYX -3 - No Systems Documentation, No OpenManage DVD Kit 631-AACK -3 - No Energy Star 387-BBEY -3 - UEFI BIOS Boot Mode with GPT Partition 800-BBDM -3 - VxRail S670 Luggage Tag 350-BCJF -3 - 32GB RDIMM, 3200MT/s, Dual Rank 16Gb BASE x8 370-AGDS -24 - 8TB 7.2K RPM SAS ISE 12Gbps 512e 3.5in Hard Drive 400-ASIB -21 - 1.6TB SSD SAS ISE Mix Use 12Gbps 512 2.5in Flex Bay AG Drive, 3 DWPD,400-AZRI -6 - Power Cord - C13, 3M, 125V, 15A (North America, Guam, North Marianas, Philippines, Samoa, Vietnam)450-AALV -6 - VxRail VMware, vSAN Standard, 5 Years 149-BBLH -3 - VxRail HCI System Software, S 634-BYPC -3 - VxRail HCI System Software(CAPACITY 8TB HDD)634-BVNJ -21 - VxRail HCI System Software Memory, 32GB 634-BYME -24 - VxRail VMware vSphere Enterprise Plus for 1 processor, 5 Years 151-BBSV -3 - 5 Years ProSupport Plus Mission Critical vSphere Ent Plus for 1 Proc Sftwr Spt-Maint 863-1523 -3 - Quantity Subtotal Recoverpoint for Virtual Machines - AMER Estimated delivery if purchased today: Apr. 08, 2022 Contract # C000000181156 Customer Agreement # MNWNC-108/7157034003 $0.01 3 $0.03 Description SKU Unit Price Quantity Subtotal Recover Point for Virtual Machine 210-ARZC -3 - HCIA RecoverPoint for VMs for 1 node 142-BBNV -3 - Page 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 5 Years ProSupport Plus Mission Critical RecoverPoint for Virtual Machines Sftwr Spt-Contract 865-3470 -3 - On-Site Installation Declined 900-9997 -3 - Storage Software Info 626-BBBG -3 - Subtotal: Shipping: Environmental Fee: Estimated Tax: Total: $164,429.03 $0.00 $0.00 $7,845.61 $172,274.64 Page 6 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-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. Page 7 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682