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Version Updated: February 20, 2024
Evergreen Storage Services Order
Everpure, Inc.
Seller: CDW Direct, LLC
Seller Address: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061
CUSTOMER NAME: SERVICE EFFECTIVE DATE:
County of Franklin 28 days from date of shipment
INSTALLATION LOCATION:
SERVICE TERM:
The Service Term shall be as follows: 60 months from the Service Effective Date, inclusive of the last invoice and
payment (“Initial Term”). Following the expiration of the Initial Term, these Services will expire unless the
parties agree in writing, to renew these Services (“Renewal Term”). The Initial Term and any Renewal Terms will
be collectively referred to as the Service Term. All terms and conditions per COSTARS-003-E22-586.
EVERGREEN STORAGE SERVICE FEES / USAGE RATES:
Rate Category Usage Rates
Pure as-a-Service - //Unified Block and File -
Capacity - Reserve Rate (per TiB/ month) $30.96
Pure as-a-Service - //Unified Block and File -
Capacity - On-demand Rate (per TiB/ month) $46.43
Pure as-a-Service - //Unified Block and File -
Performance - Reserve Rate (per TiB/ month) $66.23
Pure as-a-Service - //Unified Block and File -
Performance - On-demand Rate (per TiB/ month) $99.34
Install Location Reserve Capacity
Commitment Annual Commit
Site 1 200 TiB $74,304.00
Site 2 50 TiB $39,738.00
Usage will be measured based on GiB, and reservations based on TiB.
• GiB: “GiB” means “gibibyte” – one (1) gibibyte equals 230 bytes or 1,073,741,824 bytes
• TiB: “TiB” means “tebibyte” – one (1) tebibyte equals 240 bytes or 1,099,511,627,776 bytes
EVERGREEN STORAGE SERVICE SET-UP FEES:
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Version Updated: February 20, 2024
Grand Total (Reserve + Install) $561,101.68
Payment Schedule for Site 1
Invoice
Received
Reserve
Payment
Credit Amount
Total Payment Due
On-Demand
Payment
1 Start Date 65,429.09 0.00 65,429.09 -
2 +3 Month 0.00 0.00 0.00 Usage Based
3 +3 Month 0.00 0.00 0.00 Usage Based
4 +3 Month 0.00 0.00 0.00 Usage Based
5 +3 Month 74,304.00 0.00 74,304.00 Usage Based
6 +3 Month 0.00 0.00 0.00 Usage Based
7 +3 Month 0.00 0.00 0.00 Usage Based
8 +3 Month 0.00 0.00 0.00 Usage Based
9 +3 Month 74,304.00 0.00 74,304.00 Usage Based
10 +3 Month 0.00 0.00 0.00 Usage Based
11 +3 Month 0.00 0.00 0.00 Usage Based
12 +3 Month 0.00 0.00 0.00 Usage Based
13 +3 Month 74,304.00 0.00 74,304.00 Usage Based
14 +3 Month 0.00 0.00 0.00 Usage Based
15 +3 Month 0.00 0.00 0.00 Usage Based
16 +3 Month 0.00 0.00 0.00 Usage Based
17 +3 Month 74,304.00 0.00 74,304.00 Usage Based
18 +3 Month 0.00 0.00 0.00 Usage Based
19 +3 Month 0.00 0.00 0.00 Usage Based
20 +3 Month 0.00 0.00 0.00 Usage Based
21 End Date 0.00 0.00 0.00 Usage Based
Payment Schedule for Site 2
Invoice
Received
Reserve
Payment
Credit Amount
Total Payment Due
On-Demand
Payment
1 Start Date 39,504.59 0.00 39,504.59 -
2 +3 Month 0.00 0.00 0.00 Usage Based
3 +3 Month 0.00 0.00 0.00 Usage Based
4 +3 Month 0.00 0.00 0.00 Usage Based
5 +3 Month 39,738.00 0.00 39,738.00 Usage Based
6 +3 Month 0.00 0.00 0.00 Usage Based
7 +3 Month 0.00 0.00 0.00 Usage Based
8 +3 Month 0.00 0.00 0.00 Usage Based
9 +3 Month 39,738.00 0.00 39,738.00 Usage Based
10 +3 Month 0.00 0.00 0.00 Usage Based
$9,701.09 FA //X, //C //E Install per location (included in payment schedule)
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Version Updated: February 20, 2024
11 +3 Month 0.00 0.00 0.00 Usage Based
12 +3 Month 0.00 0.00 0.00 Usage Based
13 +3 Month 39,738.00 0.00 39,738.00 Usage Based
14 +3 Month 0.00 0.00 0.00 Usage Based
15 +3 Month 0.00 0.00 0.00 Usage Based
16 +3 Month 0.00 0.00 0.00 Usage Based
17 +3 Month 39,738.00 0.00 39,738.00 Usage Based
18 +3 Month 0.00 0.00 0.00 Usage Based
19 +3 Month 0.00 0.00 0.00 Usage Based
20 +3 Month 0.00 0.00 0.00 Usage Based
21 End Date 0.00 0.00 0.00 Usage Based
Terms:
1. TERMS AND CONDITIONS - Customer’s obligations under this Evergreen Storage Services Order, including its
payment obligations are subject to Seller’s current Terms and Conditions for Sales and Service Projects on Seller’s
website at Terms and Conditions for Sales and Service Projects. The services under this Evergreen Storage Services
Order are Third Party Services.
2. FEES – Customer will pay storage service fees to Seller in accordance with the rates set forth in the table above
(“Service Fees”). Service Fees are calculated based on average daily usage, as measured by Everpure, at the
applicable rates specified in the table above (“Usage Rates”). Seller reserves the right to update or otherwise change
pricing (a) upon renewal following the Initial Term; and (b) at any time (regardless of Service Term) for On -Demand
Capacity. Customer will pay set-up service fees to Seller set forth in the table above (“Set-Up Fees”) for installation
of the Evergreen Storage Service, connecting Everpure, initiation, and reporting. The Set-Up Fee is a one-time fee
per Schedule and per Installation Location. Standard support services are included in the Usage Rates set forth in
the table above. Customer may elect to purchase enhanced support for an additional fee, subject to Seller’s then-
current rates. All Service Fees and the Set-Up Fees hereunder are collectively referred to as “Fees”.
3. INVOICING – Seller will invoice Customer for applicable Set-Up Fees following the Schedule Effective Date.
Seller will invoice Customer for Reserve Capacity Service Fees: (i) four (4) weeks from the date equipment is
shipped by Everpure; (ii) annually in advance thereafter; and (iii) upon Reserve Capacity Expansion. Seller will
invoice Customer for On-Demand Capacity Service Fees on a quarterly basis, in arrears throughout the Service Term
beginning four (4) weeks from the date equipment is shipped by Everpure.
4. STORAGE USAGE REPORTING – Customer will have access to storage usage through Everpure. Customer
will have five (5) business days after receipt of Seller’s invoice to review and confirm storage usage or to notify
Seller of any discrepancies.
5. PURE1 ENABLED - Everpure’s “phone home” feature of the Everpure Products, known as Pure1, is an integral
component of Everpure’s delivery process. The rates charged by Seller for Evergreen Storage Services are
contingent upon Customer enabling Pure1. Therefore, for any and all periods that Pure1 is not enabled in excess of
four (4) days during any 30-day period, Seller reserves the right to immediately invoice Customer, and Customer
has the obligation to promptly pay for every TiB of capacity deployed for each day in excess of that four (4) day
period that Pure1 is not enabled. Notwithstanding the foregoing, Seller reserves the right to immediately terminate
this Services under this Evergreen Storage Services Order if Customer has not enabled Pure1. For clarity, after
installation and setup, if Customer has not enabled Pure1, Seller has the right to invoice Customer, and Customer
has the obligation to promptly pay Seller at a daily rate calculated as follows for each day Pure1 is not enabled: 10
x [Reserve Rate x (2.5 x Reserve Capacity in GiB) x 12] / 365. The parties acknowledge and agree that: (a)
quantifying Seller’s losses arising from Customer’s failure to enable Pure1 is inherently difficult insofar as the rates
for the Evergreen Storage Services are based on the assumption that Pure1 is enabled; and (b) any amounts paid by
Customer for failure to enable Pure1 is not a penalty, but rather a reasonable measure of damages based on the
parties’ experience in their respective industries.
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Version Updated: February 20, 2024
6. SERVICE SUSPENSION – In addition to any other rights Seller may have, Seller may suspend or terminate the
Services under this Evergreen Storage Services Order if Customer fails to pay any Fees within ten (10) business
days after the applicable due date.
7. NON-CANCELLABLE/NON-REFUNDABLE - The Evergreen Storage Services purchased under this Customer
Service Order Form are non-cancellable and all Fees paid to Seller are non-refundable.
8. DEFINITIONS –
a) “Host Written Capacity” – The logical capacity of data written by a host to a storage volume, measured in
GiB.
b) “On-Demand Capacity” – The total amount of Host Written Capacity, excluding any Reserve Capacity.
c) “On-Demand Rate” – The applicable rate for On-Demand Capacity, excluding any Reserve Capacity, which
shall be billed at the Reserve Rate exceeding the Reserve Capacity (i.e., End User’s capacity “demands” over
the Reserve Capacity).
d) “Reserve Capacity” – A commitment of Host Written Capacity for an agreed-upon Service Term, billed at the
Reserve Rate with a minimum of 100TiB.
e) “Reserve Rate” – A discounted rate applicable to Reserve Capacity.
f) “Set-up Fees” – The fees payable to Seller for installation of any Equipment, connecting Pure1, initiation, and
reporting. Setup Fees are a one-time fee per Order and per Installation Location.
g) “Standard Usage Rate” – The applicable rate for all data types written by the host.
h) “System Usable Capacity” –the amount of data storage capacity available for consumption, after capacity
allocations for data protection and flash maintenance, measured in GiBs, determined by a data reduction
assumption of 4:1 to Customer’s Reserve Capacity.
i) “System Used Capacity” – The capacity of data written to the System Usable Capacity. This capacity may or
may not equal Host Written Capacity due to the data reduction of the storage array(s).
BY SIGNING BELOW, Customer acknowledges and agrees that it is receiving the Evergreen Storage Service directly from Everpure, Inc. (“Everpure”)
pursuant to Everpure’s Evergreen Storage Service Terms of Use or such other terms as agreed upon by Customer and Everpure. Customer further
acknowledges that Everpure and not Seller will be responsible for performance of the Evergreen Storage Services.
CUSTOMER AUTHORIZED REPRESENTATIVE
Signature:
Name:
Title:
Date: _______________________________________