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Home My WebLink AboutTrace3 Nutani Software Subscription IT Dept (� E N MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Sandra Ramirez, Buyer; Procurement Div. Meeting Date: 12/12/2023 Presenter: Consent/ Dave Tiede; IT Dept. Estimated Time: 0.00 Topic: Approval of Product Sale Agreement with Trace3 for Nutanix Software Subscription for the Not-to-Exceed amount of$347,634.80. Recommended Council Action: Approval of Sale Agreement and authorize the Procurement Manager to execute Agreement and sign the Purchase Order (PO) for the Not-to-Exceed amount of$347,634.80. Background: This Sale Agreement is part of a Cooperative Agreement (GSA Schedule Number: 47QSWA18D008F) for Software purchase and support.All parties agree to the GSA terms and conditions as well as Trace3 terms. ,ITY OF MERIDIAN Purchase Requisition Purchasing Department ME= DATE OF 1 11/29/2023 33 EAST BROADWAY AVENUE CITY OF MERIDIAN REQUEST MERIDIAN, ID 83642 IT Department PURCHASE ORDER NUMBER MUST APPEAR ON - TEL: (208)489-0417 33 E. Broadway Ave.#304 SLIPS,CARTONSAND CORRESPONDENCE RELATED TO THIS ORDER FAX:(208)887-4813 Meridian, ID 83642 AVAILABLE BUDGET AMOUNT $399,999.96 IS BUDGET AMENDMENT REQUIRED? )rive, Suite 100 CITY SUPPORT TICKET NO. PAYMENT TERMS FREIGHT TERMS F.O.B. REQUESTOR NET 30 PREPAID DESTINATION I Jen Robbins ;placement of Existing Nodes Plus 1 Year Support 0 • • • COMMITMENTQTY UNIT UNITPRICE FUND OR -• ITOTALAMOUNT wROJECT DESCRIPTION •D • ]COMMITMENT# ;loud Infrastructure Data (NCI-D) &Production Software Support 256 Each $ 287.00 01 1510 94350 0 $73,472.00 with 64GB Memory, 15.36 TV is part of Sys conf, LOM Module 25GbE, 2 port, NIC; no transceiver 8 Each $ 35,400.85 01 1510 94350 0 $283,206.80 HW Support for Nutanix 8 Each $ 957.00 01 1510 94350 0 $7,656.00 1 Each $ 2,800.00 01 1510 94350 0 $2,800.00 ime Discount(Includes Pro-rated :xisting Equipment) 1 Each 1 ($19,500.00) 01 1510 94350 0 -$19,500.00 tte: 12-12-2023 $347,634.80 TY 8 each with 2X16C 3.6 Ghz 6444Y Procs, 786GB Memory & Pro Sofware 7QSWA18DO08F AUTHORIZED DEPARTMENT SIGNATURE City Of Meridian Statement of Revenues and Expenditures - Rev and Exp Report - Sandra 01 - General Fund 1510 - Information Technology From 10/1/2023 Through 9/30/2024 Budget with Current Year Budget Amendments Actual Remaining Capital Outlay 94350 Capital - Computers & 399,999.96 0.00 399,999.96 Printers Total Capital Outlay 399,999.96 0.00 399,999.96 DEPT EXPENDITURES 399,999.96 0.00 399,999.96 TOTAL EXPENDITURES 399,999.96 0.00 399,999.96 Date: 12/5/23 09:48:51 AM Page: 1 TRACE3 City of Meridian Nutanix Refresh Nutanix 8XNX- 8155's Gen9 Nodes each with 2X16C 3.6Ghz Intel 6444Y Procs, 786GB Memory, 8X15TB NVMe Drives, Dual Port 100/40/25G Network Card, NCI-D Pro Software, 1 YR Quote#Trace3.099373.v1 Prepared for: City of Meridian IEli Daniel 7505 Irvine Center Drive, 11 EMM 92618 TRACE3 It Am Nutanix 8XNX-8155's Gen9 Nodes each with 2X16C 3.6Ghz Intel 6444Y Procs, 786GB Memory, 8X15TB NVMe Drives, Dual Port 100/40/25G Network Card, NCI-D Pro Software, 1 Year Support - GSA Schedule Number: 47QSWA18DO08F �F_Qty Part Number •. 1- Ext. Price 1 128 SW-NCI-D-PRO-PR Subscription,Nutanix Cloud Infrastructure Data $287.00 $36,736.00 (NCI-D) Pro Software License&Production Software Support Service for 1 CPU Core, 1 Year 2 12 Term-Months Term in months $0.00 $0.00 3 4 NX-8155-G9-6444Y-CM NX-8155-G9, 1 Node;2x Intel Xeon-Gold 6444Y $35,400.85 $141,603.40 processor(3.6 GHz/16-core/270W,Sapphire Rapids) per node.Also Includes: C-TPM-2.0-U-CM 4 64 C-MEM-64GB-4800-CM 64GB Memory Module(4800MHz DDRS RDM) $0.00 $0.00 5 32 C-NVM-15.36TB-A-CM 15.36 TB NVMe SSD $0.00 $0.00 6 4 C-SSD-NONE-CM No SSD as part of the system configuration $0.00 $0.00 7 4 C-LOM-10G2D1BT-CM LOM Module: Broadcom 10GbE,2-port, Base-T $0.00 $0.00 NIC(BCM 57416) 8 4 C-NIC-100G2A2-CM Mellanox 100/40/25GbE,2-port, NIC(CX6 $0.00 $0.00 100GbE);transceiver not included 9 8 C-PWR-4FC13C14A-CM C13/C14, 10A,4ft Power cord $0.00 $0.00 10 4 S-HW-PRD 24/7 Production Level HW Support for Nutanix $957.00 $3,828.00 appliance-For Tier 5 product 11 12 Support-Term Support Term in Months $0.00 $0.00 12 4 C-TPM-2.0-U-CM TPM 2.0 Module Unprovisioned $0.00 $0.00 13 128 SW-NCI-D-PRO-PR Subscription,Nutanix Cloud Infrastructure Data $287.00 $36,736.00 (NCI-D) Pro Software License&Production Software Support Service for 1 CPU Core, 1 Year 14 12 Term-Months Term in months $0.00 $0.00 1•• • 7505 Irvine Center Drive,Suite 00 WAM 92618 7AC E 3 Nutanix 8XNX-8155's Gen9 Nodes each with 2X16C 3.6Ghz Intel 6444Y Procs, 786GB Memory, 8X15TB NVMe Drives, Dual Port 1OO/4O/25G Network Card, NCI-D Pro Software, 1 Year Support - GSA Schedule Number: 47QSWA18DOO8F Number .. 15 4 NX-8155-G9-6444Y-CM NX-8155-G9, 1 Node;2x Intel Xeon-Gold 6444Y $35,400.85 $141,603.40 processor(3.6 GHz/16-core/270W,Sapphire Rapids) per node.Also Includes: C-TPM-2.0-U-CM 16 64 C-MEM-64GB-4800-CM 64GB Memory Module(4800MHz DDRS RDM) $0.00 $0.00 17 32 C-NVM-15.36TB-A-CM 15.36 TB NVMe SSD $0.00 $0.00 18 4 C-SSD-NONE-CM No SSD as part of the system configuration $0.00 $0.00 19 4 C-LOM-10G2D1BT-CM LOM Module: Broadcom 10GbE,2-port, Base-T $0.00 $0.00 NIC(BCM 57416) 20 4 C-NIC-100G2A2-CM Mellanox 100/40/25GbE,2-port, NIC(CX6 $0.00 $0.00 100GbE);transceiver not included 21 8 C-PWR-4FC13C14A-CM C13/C14, 10A,4ft Power cord $0.00 $0.00 22 4 S-HW-PRD 24/7 Production Level HW Support for Nutanix $957.00 $3,828.00 appliance-For Tier 5 product 23 12 Support-Term Support Term in Months $0.00 $0.00 24 4 C-TPM-2.0-U-CM TPM 2.0 Module Unprovisioned $0.00 $0.00 25 1 Platform Integration Platform Integration Fee $0.00 $0.00 26 1 Platform Integration Platform Integration Fee $0.00 $0.00 Subtotal: $364,334.80 0•• 7505 Irvine Center Drive,Suite 00 92618 7AC E 3 Trace3 Discount Number •. Description 1 1 T3-DISCOUNT Trace3 Special One-Time Discount(Includes pro- ($19,500.00) ($19,500.00) rated credit for Renewal for existing equipment) Subtotal: ($19,500.00) 0•• of 6 7505 Irvine Center Drive,Suite 00 .099aM 92618 7AC E 3 City of Meridian Nutanix Refresh Nutanix 8XNX-8155's Gen9 Nodes each with 2X16C 3.6Ghz Intel 6444Y Procs, 786GB Memory, 8X15TB NVMe Drives, Dual Port 100/40/25G Network Card, NCI-D Pro Software, 1 YR Prepared by: Prepared for: Quote Information: Trace3-Irvine City of Meridian Trace3.099373.v1 Jayme Gesner 33 E Broadway Quote Date: 11/21/2023 jgesner@trace3.com Meridian,ID 83642 Expiration Date: 12/14/2023 Eli Daniel (208)489-0505 edaniel@meridiancity.org Quote Summary Description Nutanix 8XNX-8155's Gen9 Nodes each with 2X16C 3.6Ghz Intel 6444Y Procs,786GB Memory,8X15TB NVMe Drives, $364,334.80 Dual Port 100/40/25G Network Card, NCI-D Pro Software, 1 Year Support-GSA Schedule Number:47QSWA18DO08F Trace3 Discount ($19,500.00) Subtotal: $344,834.80 Shipping: $2,800.00 Total: $347,634.80 Upon client signatory's execution of this Quote,he/she affirms that: 1. Client will purchase and pay Trace3 for the equipment and/or services referenced above; 2.Without a separate written agreement signed by Trace3 and client,equipment and/or services referenced above are provided solely subject to the terms of this Quote and the applicable terms and conditions located at http://www.trace3.com/legal 3. He/she is authorized to accept this Quote on behalf of client and has complied with all of client's business practices in making this purchase; 4. Quoted amounts exclude ; and 5. Client is responsible for submitting exemption certificates for sales tax-exempt purchases. 6. Use of the equipment and/or services referenced above is subject to the applicable end-user license agreement of the manufacturer. 0•• 7505 Irvine Center Drive,Suite 00 92618 7AC E 3 City of Meridian Signature: Name: Robert E. Simison Title: Mayor Date: 12-12-2023 Attest: Chris Johnson, City Clerk 12-12-2023 0•• TRACE3 Product Sale Terms 1. Scope. Pursuant to the written offer (the "Quote")to sell certain amount lesser than the entire amount of an Invoice will be deemed hardware and/or software products (the "Products") which to be otherthan on account of the earliest due amount,nor will any references these Product Sale Terms (these "Sale Terms"),Trace3, endorsement or statement on any check or letter accompanying any LLC, a California limited liability company ("Trace3"), hereby offers check or payment be deemed an accord and satisfaction,and Trace3 to sell to the client named in the Quote ("Client") such Products may accept such check or payment without prejudice to Trace3's referenced therein. right to recover the balance of any amount due or pursue any other remedy provided for in these Sale Terms. In connection with the 2. Acknowledgment. CLIENT ACKNOWLEDGES AND AGREES THAT: (A) foregoing,Trace3 will have the absolute right in its sole discretion to THE SIGNED QUOTE AND ANY WRITTEN ORDER TO PURCHASE THE applyany payment receivedfrom Clientto anyaccountof Clientthen PRODUCTS(A"PURCHASE ORDER")PROVIDED BY CLIENT TO TRACE3 not current and due and delinquent. Payment via Visa,Mastercard, IN RESPONSE TO SUCH QUOTE IS MADE SUBJECT TO THESE SALE American Express, other credit card, virtual card (e.g., American TERMS; (B) THESE SALE TERMS WILL GOVERN THE RELATIONSHIP Express BIP),or any card or program similar to any of the foregoing BETWEEN TRACE3 AND CLIENT AND PREVAIL NOTWITHSTANDING will be accepted only if preapproved by Trace3 in writing. Any such ANY VARIANCE OR CONFLICT WITH ANY TERMS CONTAINED IN ANY payments will be subject to a processing fee of at least 3%of the PURCHASE ORDER, STATEMENT OF WORK OR OTHER AGREEMENT total fees paid via such payment method. OR INSTRUMENT SUBMITTED BY CLIENT TO TRACE3; (C)ANY PRE- PRINTED OR OTHER TERMS OR CONDITIONS INCLUDED WITH OR IN 6. Standard Order Procedure. Products may only be ordered by Client ANY OF THE DOCUMENTS REFERENCED IN ITEM (B)WILL HAVE NO by mailed,e-mailed orfaxed Purchase Orders referencing these Sale EFFECT WHATSOEVER; (D)TRACE3 RESERVES THE RIGHT TO REJECT Terms and stating the quantity, specific Products, applicable price, OR ACCEPT ANY PURCHASE ORDER SUBMITTED BY CLIENT, IN ITS shipping instructions and requested delivery date. Client SOLE DISCRETION; AND (E) TRACE3'S ACCEPTANCE OF ANY acknowledges and agrees that in the event any Purchase Order fails PURCHASE ORDER IS MADE SUBJECT TO CLIENT'S ACCEPTANCE OF to reference these Sale Terms, these Sale Terms will nevertheless THESE SALE TERMS. govern the relationship between Trace3 and Client. Purchase Orders will be subject to written acceptance by Trace3 and delivery 3. Delivery. Trace3 will accept Client's Purchase Orders under these schedules will be established in accordance with Products availability Sale Terms for requested delivery of Products up to two months after and Client's credit status. the date of a Purchase Order. 7. Change Requests. Cancellation and Rescheduling. Any and all 4. Prices. Prices for Products will be as stated in the Quote and will be changes to previously submitted Purchase Orders soughtto be made billed to Client in one or more invoices submitted by Trace3 to Client by Client must be provided in writing by Client via mail,e-mail orfax (the "Invoices") for payment. Quoted Prices for Products may be notice and are subject to approval by Trace3. All requests to cancel changed by Trace3 upon 30 days prior written notice to Client(the Purchase Orders and return Products must be pre-authorized by "Notice Period"). Purchase Orders received by Trace3 (a) before Trace3 in writing. Trace3 may accept returns for Products then- commencement of the Notice Period and which are not shipped currently held in Trace3 inventory within 30 days of purchase. priorto the expiration of the Notice Period,and(b)during the Notice Purchase Orders for Products not held in Trace3 inventory(including, Period which specify a delivery date within 30 days following the but not limited, Products shipped directly from third party OEMs or expiration of the Notice Period, will be invoiced at the previously Distributors)and software may not be cancelled or returned except existing lower price for such Products. under special circumstances and only upon pre-authorization by Trace3. If Client is permitted by Trace3 to cancel all or any portion 5. Payment Terms. Subject to approval by Trace3's credit department, of a Purchase Order and/or return Products, it will pay a restocking Client commits to make payments within 30 days of the date of charge equal to(a)the amount of any restocking charge imposed by issuance of the Invoice by Trace3 to Client. the applicable OEM or Distributor,if any,or(b)30%of the purchase Cnm iirarl nn p rlpily hncic fnr enrh rl,,,+he.,,,,.,,@..+;g,�@i;....,,e..+.,+ price for any Products shipped from Trace3's inventory. If Trace3 is h„r,+e„e. tha laccarnflvl 1R"/ncr�ic�r nr1�il+he.,,,„i.,,1 1.,, ..,;++e,� unable to meet the requested delivery schedule, it will provide notice to Client as soon as it is reasonably aware of such situation. —lava- Trace3 reserves the right to refuse shipment of Products to No Products may be returned except in the event Client and Trace3 Client if any delinquent Invoices are outstanding. Trace3 reserves have mutually agreed in writing. the right to invoice Client upon the shipment of purchased Products Destination to Client,including whole or partial orders and regardless of whether g. Delivery;Title& Risk of Loss. Delivery of Products is"F.O.B.9 . . such Products is shipped to Client by Trace3 or a Products distributor #reign%and insurance prepaid and added." Risk of loss or damage for ("Distributor") or manufacturer("OEM"), and payment will be due Products will pass to Client on delivery of such Products by Trace3 or 30 days after the date of issuance of such Invoice. Trace3 may refuse a Products Distributor or OEM, as applicable, to Client's common to ship Products on credit for any reason or for no reason carrier. Products are deemed accepted by Client for risk of loss whatsoever. Trace3 further reserves the right to refuse payment purposes upon delivery to Client's common carrier. Client is terms if, in Trace3's sole discretion, such terms would create an responsible for all costs relating to the shipment and insurance of unreasonable credit risk for Trace3. In such event, deliveries of any Products. Trace3 will make reasonable efforts, but will not be Products to Client will be available only on a C.O.D. or cash-in- obligated, to deliver the Products in accordance with Client's advance basis. No payment by Client or receipt by Trace3 of an 1 Revised April 2019 Product Sale Terms TRACE3 Product Sale Terms shipping instructions and choice of carrier. Trace3 will make DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED commercially reasonable efforts to deliver all Products on or before HEREUNDER FAILS. CLIENT HAS ACCEPTED THIS DISCLAIMER OF the due date as specified in any Purchase Order for such Products. LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE Trace3 will make reasonable efforts to expedite delivery of any PRICE OF THE PRODUCTS AND UNDERSTANDS THAT THE PRICE OF "ASAP orders." Title to Products will pass to Client only once THE PRODUCTS WOULD BE HIGHER IF TRACE3 WERE REQUIRED TO payment is received in full for such Products. BEAR ADDITIONAL LIABILITY FOR DAMAGES. 9. Taxes and Duties. All fees for Products will be exclusive of all 13. Products Changes. Trace3 reserves the right to change,improve or national,federal,state,local,international(with respect to Products add any new Products or discontinue offering any Products at any provided outside of the United States), property or any other time. governmental use, sales, excise, occupational, ad valorem, VAT or import (with respect to Products provided outside of the United 14. Indemnity. Client agrees to indemnify and hold Trace3 harmless States)taxes and duties,and any other similartaxes or duties. If any from any claims or damages(inclusive of reasonable attorney's fees), such tax,fee or charge is imposed on a transaction subject to these including claims of infringement, made against Trace3 as a result of Sale Terms,such tax will be paid by Client in addition to the invoiced alleged negligence,misrepresentation,error or omission on the part fees. If Trace3 is required to pay any such tax,fee or charge Client of Client or its affiliates, directors, officers, employees, agents or will reimburse Trace3 for such payment. All taxes,fees and charges representatives. with respect to Trace3's income or gross receipts derived from its 15. Entire Agreement. These Sale Terms are the complete, final and provision of Products hereunder(including franchise, employment and income taxes of Trace3), will be the obligation of and paid by exclusive statement of the terms and conditions of sale for the Trace3. Products between Trace3 and Client and supersedes any and all other agreements between them relating to the subject matter 10. Exports. The Parties acknowledge that Products and/or related hereof. These Sale Terms may not be modified except in a writing confidential information provided under this Agreement may be executed by both parties. These Sale Terms will prevail subject to U.S. and applicable foreign export laws and regulations. notwithstanding any variance or conflict with any terms contained in Each party will comply with all applicable U.S. and foreign export any Purchase Order statement of work or other agreement or laws and regulations and anti-boycott laws. instrument submitted by Client to Trace3. 11. Warranties. Client acknowledges and understands that Products 16. Force Maieure. Trace3 will not be liable to Client for any alleged loss provided under these Sale Terms may be manufactured by one or or damages resultingfrom the delivery of the Products being delayed more third parties (and not Trace3). Accordingly, Trace3's sole by acts of Client, acts of civil or military authority, governmental responsibility to Client with respect to sch Products or components priorities,fire,floods,epidemics, quarantine, energy crises,strikes, and parts thereof provided under these Sale Terms will be to pass labor trouble, war, riots, accidents, shortages, delays in through to Client such original Product OEM's available product transportation,or any other causes beyond the reasonable control warranty, if any. The Inventory Product Warranty Policy attached of Trace3. hereto as Annex A will apply to any Products provided out of Trace3 inventory ("Inventory Products"). EXCEPT WITH RESPECT TO 17. Waiver. A waiver of any default,or of any of these Sale Terms,will INVENTORY PRODUCTS AND AS SET FORTH ON ANNEX A, CLIENT not be deemed to be a waiver of any other default or of any other ACKNOWLEDGES AND AGREES THAT TRACE3 DOES NOT PROVIDE term or condition,but will apply solely to the instance to which such ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, waiver is directed. The exercise of any right or remedy provided in WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT these Sale Terms will be without prejudice to the right to exercise LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS any other right or remedy provided by law or equity. FOR A PARTICULAR PURPOSE. 18. Severability. In the event any provision of these Sale Terms is found 12. LIMITATION OF LIABILITY. IN NO EVENT, WHETHER BASED IN to be invalid, illegal or unenforceable, the validity, legality and CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, FOR enforceability of the remaining provisions will not in any way be BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN affected or impaired thereby. TORT) WILL TRACE3 BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, 19. Assignment. Assignment of these Sale Terms by either party will be INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR prohibited without the express written consent of the other party; LOSS OF REVENUE OR PROFIT, LOSS OF BUSINESS OR OTHER provided, that (a) Trace3 reserves the right to subcontract any FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THESE SALE TERMS, AND/OR THE SALE, INSTALLATION, MAINTENANCE, support or maintenance obligation in connection with the sale of USE, PERFORMANCE, FAILURE OR INTERRUPTION OF PRODUCTS such Products,(b)Trace3 may assign these Sale Terms and any of its SOLD UNDER THESE SALE TERMS. NOTWITHSTANDING ANY OTHER rights hereunder in connection with its financing activities in the PROVISION OF THESE SALE TERMS,TRACE3'S MAXIMUM LIABILITY ordinary course of business, and (c) either party may assign these FOR DAMAGES HEREUNDER WILL NOT EXCEEDTHE PURCHASE PRICE Sale Terms and its rights and obligations hereunder upon written OF THE PRODUCTS PURCHASED WHICH IS THE SUBJECT OF THE notice to the other party in connection with a merger or sale of CLAIM FOR SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY FOR 2 Revised April 2019 Product Sale Terms RACE 3 Product Sale Terms substantially all of its assets or capital stock. Any other attempted and prosecuted in the state and federal courts located in QFange assignment in violation of this provision will be null and void. r ipty —UG,pia and the parties irrevocably submit to the jurisdiction of any such court. 20. Governing Law; Venue. These Sale Terms will be construed in accordance with,and all disputes hereunderwill be governed by,the 21. Attorney's Fees. In any action to enforce these Sale Terms, the laws of the State ofCaliigrpia,without regard to principles of conflict prevailing party will be awarded all court costs and attorney's fees of laws. Both parties agree that any action,suit or proceeding arising incurred. out of or relating to the Products or these Sale Terms will be initiated 3 Revised April 2019 Product Sale Terms TRACE3Inventory Product Warranty Policy Annex A—Inventory Product Warranty Policy FOR THE AVOIDANCE OF DOUBT, THIS WARRANTY POLICY ONLY effect after the OEM's warranty period has expired. For APPLIES TO INVENTORY PRODUCTS (E.G., PRODUCTS PROVIDED example, if the OEM's warranty period is two years and OUT OF TRACE3 INVENTORY)AND EXPLICITLY EXCLUDES PRODUCTS Trace3's applicable Warranty Period is three years, then SOLD BY TRACE3 AND PROVIDED DIRECTLY FROM AN OEM OR Trace3's warranty will apply for the one-year following DISTRIBUTOR. expiration of the OEM's warranty period. Should Trace3,at its sole discretion, replace OEM's warranted Inventory 1. Warranty. Trace3 warrants that Inventory Products purchased Product on Client's behalf during the OEM's warranty by Client from Trace3 will be free from defects in materials period, Client will return the OEM provided replacement and/or workmanship when utilized in normal use for the products to Trace3. Warranty Period (as defined below). This warranty is not transferable and applies to purchases directly by Client from b. Inventory Product without OEM Warranty—For Inventory Trace3 within the United States and Canada. Trace3 reserves the Products purchased from Trace3 without an OEM's right to exclude specific products from this warranty. warranty (or which are outside of an OEM's warranty but still under Trace3's Warranty Period), Trace3 will attempt For the Warranty Period,Trace3's sole warranty obligation will parts service using remote diagnosis or other service be to provide replacement parts and materials necessary to delivery methods at Trace3's sole discretion. If such parts maintain the Inventory Products in good operating condition. service is unable to resolve the issue, Trace3 will provide Inventory Products serial numbers must match Trace3 records advance parts replacement (e.g., providing replacement for a warranty to be honored. If Trace3 provides replacement product to Client in advance of receiving back the defective parts and the defective Inventory Product returned does not Inventory Product). This warranty does not cover hardware match Trace3's serial number records, Client hereby agrees to or software installation or maintenance costs for the pay Trace3 for the replacement parts based on the original replacement products. At Trace3's sole discretion,Trace3 purchase price. may repair or replace defective Inventory Products(a)with new, refurbished or previously used Products or parts 2. Warranty Period. The warranties provided under this Warranty equivalent to new Products or parts in performance and Policy will extend for the following periods (the "Warranty reliability, or (b) with equivalent Products to an original Period") from the shipment date from Trace3 (the "Purchase Inventory Product that has been discontinued. Trace3 Date"): reserves the right to replace with equal or better technology without any incremental charges to Client. a. Three years for all Dell EMC PowerEdge and HPE Proliant Replacement Products or parts are warranted to be free branded Inventory Products; from defects for the remainder of the applicable Warranty b. 90 days for Inventory Products comprised of(i) complete Period. All component parts or hardware Products systems or integrated technologies, and (ii) tape drives, returned by Client to Trace3 under this warranty will cache/controller batteries and consumable media;and become the property of Trace3. Trace3 will pay for ground shipping related to return of the repaired or replaced c. 30 days for individual or loose(e.g.,non-complete systems Product to Client. or unintegrated parts) purchased by entities that resell or transfer ownership of Trace3 Inventory Products, or for c. Defective Inventory Product — All defective Inventory such Inventory Products purchased by and delivered to Products must be returned to Trace3 within the specified Clients outside of the United States and Canada. timeframe after the replacement Product has been provided. Client is responsible for returning defective 3. Warranty Process. To obtain warranty service under the Trace3 Inventory Products using the original or comparable warranty, Client must, within the Warranty Period, contact packaging and for the safe transit of such Inventory Trace3 with the part number and serial number of the Inventory Products. If such defective Inventory Product is not Products. Trace3 will determine what items are covered under returned to Trace3 within the specified timeframe, Client (x)the OEM warranty, and/or(y)the Trace3 warranty provided will be invoiced for the replacement Product. herein. d. General a. Inventory Product with OEM Warranty — For Inventory Products purchased from Trace3 with an OEM warranty, i. Client agrees to provide reasonable cooperation to the OEM's warranty will supersede, control and take Trace3 to facilitate and/or receive warranty services precedence over any Trace3 warranty. At the Clients' and replacement Product or parts. The Warranty request, Trace3 will help facilitate the OEM warranty Period is not extended as a result of(x)purchasing any process. Trace3's remaining warranty, if any, will take additional Products from Trace3, (y) upgrading any purchased Products,or(z)Trace3 providing any Revised April 2019 Inventory Product Warranty Policy TRACE3Inventory Product Warranty Policy ii. replacement Product or parts.Client is responsible for EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION backing up data and operating system software before IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR returning any Inventory Products that may have A PARTICULAR USE. IN NO EVENT, WHETHER BASED IN proprietary information. Trace3 assumes no CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, FOR responsibility for lost data. BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) WILL TRACE3 BE LIABLE FOR INCIDENTAL, iii. For warranty claims not protected under the Advance CONSEQUENTIAL,INDIRECT,SPECIAL OR PUNITIVE DAMAGES OF Replacement Warranty, the defective Inventory ANY KIND, OR FOR LOSS OF REVENUE OR PROFIT, LOSS OF Product will be treated as a depot repair which BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN requires time for Trace3 to perform proper diagnostics CONNECTION WITH THIS WARRANTY, AND/OR THE SALE, and/or provide replacement of Products or parts. INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF INVENTORY PRODUCTS SOLD BY TRACE3. iv. Trace3 assumes no responsibility for defective TRACETS MAXIMUM LIABILITY FOR DAMAGES RELATED TO THIS Inventory Product or replacement Product or parts WARRANTY WILL NOT EXCEED THE PURCHASE PRICE OF THE during shipment from Client to Trace3 or from Trace3 INVENTORY PRODUCTS PURCHASED WHICH IS THE SUBJECT OF to Client, whether within or outside of the Warranty THE CLAIM FOR SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY Period. FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY V. For depot repairs not covered by this warranty,Client PROVIDED HEREUNDER FAILS. CLIENT HAS ACCEPTED THIS is responsible for all labor, materials and shipping DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN costs. TO LOWER THE PRICE OF THE INVENTORY PRODUCTS AND UNDERSTANDS THAT THE PRICE OF THE INVENTORY PRODUCTS 4. Exclusions. The warranty provided hereunder does not cover: WOULD BE HIGHER IF TRACE3 WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES. a. any Products not provided out of Trace3's inventory, including,without limitation,OEM or third-party software, software licensing & support, ownership transfer fees, revision level or software compatibility issues;or b. any damages or defects to Inventory Products purchased from Trace3 caused under the following conditions:acts of God, terrorism, abuse, neglect, accident, misuse, power fluctuations,usage of parts or components not supplied by Trace3,unsupported components,shipping damage,failure to perform preventative maintenance, or damage caused by peripherals, software, viruses or from other external causes. 5. Extended Warranty Options. a. At Trace3's sole discretion,extended warranty options may be made available to Client. Trace3 offers Clients a multi- year "Advance Replacement Warranty" for parts that extend the advance replacement warranty beyond the original 90-day Warranty Period. Such extended warranty options will be noted on Trace3's Quote, to the extent applicable. The Advance Replacement Warranty option is currently available for the following brands: Cisco, Dell EMC,Hewlett Packard Enterprise and Nimble. Other brands may be covered at Trace3's sole discretion. b. No extended warranty options are available fortape drives, cache/controller batteries and consumable media purchased from Trace3. 6. GENERAL. THE WARRANTIES SET FORTH HEREIN ARE CLIENT'S SOLE AND EXCLUVIE REMEDY FOR DEFECTIVE INVENTORY PRODUCT. TRACE3 DISCLAIMS ALL OTHER WARRANTIES, Revised April 2019 Inventory Product Warranty Policy