Agenda packet — Gardena City Council, December 9, 2025 (part 3 of 4)

Purpose of this Report

The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and co mpliance. Accordingly, this communication is not suitable for any other purpose.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 4, 2025

211

City of Gardena
Gardena City Council
Meeting

AGENDA REPORT

SUMMARY

Agenda Item No. 13B.

Section: DEPARTMENTAL

ITEMS - ADMINISTRATIVE

SERVICES
Meeting Date: December 9,
2025

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE: Approve Microsoft Cloud Solution Provider Agreement with Dell Marketing L.P. in the Amount of $241,806.63, for the Period January 1, 2026, through December 31, 2026; Microsoft Products and Services Agreement for Software Assurance in the Amount of $191,743.20, for the Period January 1, 2026, through December 31, 2028; and License True-Up Costs for 2025 in the Amount of $88,480.57, for a Total of $522,030.04 COUNCIL ACTION REQUIRED:

Staff recommendation: Approve Microsoft Cloud Solution Provider Agreement with Dell Marketing L.P. In the amount of $241,806.63, for the period January 1, 2026, through December 31, 2026; Microsoft Products and Services Agreement for Software Assurance in the amount of $191,743.20, for the period January 1, 2026, through December 31, 2028; and license true-up costs for 2025 in the amount of $88,480.57, for a total of $522,030.04
RECOMMENDATION AND STAFF SUMMARY:

The City's current Microsoft Enterprise Agreement is expiring on December 31, 2025. The following requirements and process were used to select the next vendor.

Microsoft software that is not properly licensed is subject to penalties that could be up to two to three times the cost of the contract. Proper licensing assures that the City's software will be upgraded to the most current version with no additional costs. Unlicensed Microsoft products are subject to license revocations, which could result in server failure and total non-functionality of the City's Information Technology infrastructure.

Staff completed a full audit of its licenses and once accurate license counts were determined, the City utilized the master agreement between Midwestern Higher Education Commission (MHEC) and Dell Marketing L.P. (Contract No. MHEC-04152022) to leverage their buying power and obtain the related discount rates. This agreement combines flexibility with cost savings, allowing each participating agency to create individual enrollments tailored to their specific needs while benefitting from discounted, volume-based pricing. The agreement was effective from April 15, 2022 through June 30, 2025, but was extended to June 30, 2029, via Amendment #1 which was executed on March 28, 2025. Per the City's municipal code, Section 2.60.140, "Where purchases are to be made in concert with other governmental agencies, formal bid requirements as set forth in this chapter shall be waived and the purchasing officer shall be authorized to procure materials, supplies and services in cooperation with other governmental or public entities."
Dell Marketing, L.P., is the City's current Microsoft Enterprise Agreement Licensing Solution Provider. Their MHEC Technology Solutions agreement, which is not only available to higher education institutions, but to government entities in member states, offers Dell's full catalog of products and services.

The three (3) common licenses listed are Microsoft 365 G3, Microsoft 365 F3, and Microsoft 365 G5. Microsoft 365 G3 is for most office workers who use desktop Office applications, e-mail, Teams, OneDrive, and Sharepoint, has increased from $361 last year to $376 this year per license, which is an increase of $15, or four percent (4%).

Microsoft 365 F3 is for frontline workers who are e-mail only users with basic web-only access to Word and Excel with limited functionality, has increased from $36 last year to $85 this year per license, which is an increase of $49, or one hundred thirty-six percent (136%). Microsoft 365 G5 is for executive staff or high-profile public facing roles who require advanced e-mail protections and Teams call-in bridge, has decreased from $599 last year to $594 this year, which is a decrease of $5. These user licenses are covered under the Microsoft Cloud Solution Provider agreement and our servers covered under the Microsoft Products and Services Agreement for Software Assurance.

Software Assurance for servers needs to be renewed for a three-year (3) term per Microsoft licensing requirements for the City's plan. Overall, there has been an increase of $79,625, or thirty-five percent (35%), for user and server licenses from $226,096, in 2025, to $305,721, for 2026.

Staff recommends that the City Council approve Microsoft Cloud Solution Provider agreement with Dell Marketing L.P., in the amount of $241,806.63, for the period January 1, 2026, through December 31, 2026; Microsoft Products and Services Agreement for Software Assurance in the amount of $191,743.20, for the period January 1, 2026, through December 31, 2028; and license true-up costs for 2025 in the amount of $88,480.57, for a total of $522,030.04

FISCAL IMPACT/COST:

FUNDING
SOURCE FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29 TOTAL Technology Fund$241,341 $184,818 $63,914 $31,957 $522,030

APPROVED:
___________________________
Clint Osorio, City Manager
Attachments
Dell M365 CSP Quote, MPSA SA Quote, and True-up.pdf
MHEC Master Agreement with Amendments - Amendment #1 Extension.pdf City of Gardena
Cost Summary by Fiscal Year
Dell M365 CSP Quote, MPSA SA Quote, and License True-Up FY 2025-26 FY 2026-27 Quote Total
Dell M365 CSP Quote
(January 2026 through December 2026)
*split between 2 fiscal years
120,903.31 120,903.32 241,806.63
FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29Quote Total
Dell Microsoft MPSA SA Quote
(January 2026 through December 2028)
*split between 4 fiscal years
31,957.20 63,914.40 63,914.40 31,957.20 191,743.20
FY 2025-26 Total
Dell License True-Up (Server) 53,486.77 53,486.77
FY 2025-26 Total
Dell License True-Up (User) 34,993.80 34,993.80
FY 2025-26FY 2026-27FY 2027-28FY 2028-29 Total
Total by Fiscal Year241,341.08184,817.72 63,914.40 31,957.20522,030.40 Dell Customer Communication - Confidential#
Customer: City of Gardena
Dell Customer Number: 5375411
Dell MHEC Contract Number: MHEC-04152022
Dell Contract Code: C000000979569
CSP PLAN - per user subscription, BASIC SUPPORT QTY Part Number Price per User Annual Extended Annual Microsoft 365 G3 (Governmental Community Cloud Pricing) 479 AD086668 $375.65 179,934.03$ Microsoft 365 GCC G5 (Governmental Community Cloud Pricing) 35 AD086669 $593.51 20,772.69$ Teams AC with Dial Out US/CA GCC Sub Add-on 503 Free $0.00 -$ Visio Plan 2 (Governmental Community Cloud Pricing) 8 AD086725 $157.78 1,262.28$ Microsoft 365 Copilot GCC 35 AD287419 $352.30 12,330.54$ Microsoft 365 F3 GCC (Governmental Community Cloud Pricing) 323 AD034513 $85.16 27,507.10$ Annual Payment 241,806.63$
Annual Bill / Annual Commitment
Dell M365 CSP
Dell Microsoft 365 Cloud Solution Provider (CSP) Overview:
#Dell Customer Communication - Confidential
Dell Customer Communication - Confidential#
Customer: City of Gardena
Dell Customer #: 5375411 Date of Issue:

Microsoft MPSA Agreement (EA) #: TBD Quote Expires:

Dell MHEC Contract Number: MHEC-04152022
Dell Contract Code: C000000979569
Product Description - MPSA Academic licensing for Library PCs Quantity Unit Price Ext. Price Core Infrastructure Server Datacenter per Core 2 Licenses Software SA 120 $192.24 $23,068.80 Exchange Server Enterprise Per Server Software SA 1 $842.04 $842.04 SQL Server Standard Per Server Software SA 3 $169.68 $509.04 SQL Server Per User Client Access SA 145 $39.48 $5,724.60 Windows Server Datacenter per Core 2 Licenses Software SA 232 $145.56 $33,769.92 $63,914.40
$63,914.40
$63,914.40
$191,743.20
AAA-03743
Gerard Ear
[email protected]
512-720-3258
12/04/2025
12/31/2025
Microsoft MPSA SA Renewal Quote
Mfg#
AAA-30472
Notes:

AAA-03703
AAA-03344
AAA-30385
Notes: Budgetary MPSA 3 Year SA Renewal Quote for expiring software assurance from previous Microsoft EA # 4788840 expiring 12/31/2025; 3 Year SA Renewal Term 1/1/2026 - 12/31/2028 and Microsoft Year 3 EA 4788840 True up and approvals required before proceeding; Quote includes 3 annual installment billing and requires new MPSA enrollment and PO assuming Dec 2025 purchase Year 1 of 3 Annual Payment
Year 2 of 3 Annual Payment
Year 3 of 3 Annual Payment
Total of 3 Years of Payments

Dell Customer Communication - Confidential#
Year 2 True-Up Microsoft Enterprise 6
City of Gardena
Date Updated Enrollment # Start Date End Date Due Date
12/4/2025 4788840 1/1/2023 12/31/2025 12/31/2025
Part Number Description Country of Use
Originating
Qty
Pending
ReservationsTotal Qty
Currently
Running Qty
Qty to True-
Up Price EachExtended Total
Enterprise Products and Online Services
AAD-34704 M365 G3 Unified FUSL GCC Sub Per User United States 369 110 479 0 $60.16 $0.00 AAL-45735 M365 G5 GCC Sub Per User United States 29 6 35 0 $99.76 $0.00 Additional Online Services
3KS-00001 O365 F3 GCC Sub Per User United States 458 188 646 0 $5.96 $0.00 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on United States 503 0 503 0 $0.00 $0.00 P3U-00001 Visio P2 GCC Sub Per User United States 8 0 8 0 $22.34 $0.00 Additional On-Premises Products
9GS-00495 CIS Suite Datacenter Core ALng LSA 2L United States 120 0 120 0 $735.90 $0.00 395-02412 Exchange Server Ent ALng LSA United States 1 0 1 0 $3,224.34 $0.00 359-00960 SQL CAL ALng LSA User CAL United States 145 0 145 0 $151.21 $0.00 228-04437 SQL Server Standard ALng LSA United States 3 0 3 0 $649.75 $0.00 9EA-00039 Win Server DC Core ALng LSA 2L United States 136 0 136 96 $557.15 $53,486.77 Other Licenses / Services
Year 2 True-Up Total$53,486.77
True-Up pricing for perpetual licenses is a one time charge for the full license cost plus a prorated amount for Software Assurance coverage through the end of the agreement.

Most Online Services can be reduced at the agreement anniversary date. Per the Microsoft Enterprise Agreement language, all reductions must be submitted no later than 30 days before the annual agreement anniversary date. #Internal Use - Confidential
Dell Customer Communication - Confidential#
Online Service Reservations Microsoft Enterprise 6
City of Gardena
Date Updated Enrollment # Start Date End Date Due Date
12/4/2025 4788840 1/1/2023 12/31/2025 12/31/2025
Part Number Description Usage Country Reservation # Usage DateQty Reserved# Months Price Per
Month Extended Total
Online Service Reservations
AAD-34704 M365 G3 Unified FUSL GCC Sub Per User United States 2569202580988 3/10/2025 110 9 $30.08 $29,779.20 AAL-45735 M365 G5 GCC Sub Per User United States 2569202580988 3/10/2025 6 9 $49.88 $2,693.52 3KS-00001 O365 F3 GCC Sub Per User United States 2569202580988 3/10/2025 74 9 $2.98 $1,984.68 3KS-00001 O365 F3 GCC Sub Per User United States 2562549134048 3/3/2025 20 9 $2.98 $536.40 Year 2 Reservation Total$34,993.80
Online Service Reservations are self-provisioned subscriptions added via the Microsoft VLSC portal throughout the agreement year.

Microsoft charges for the number of full months between the start date of the subscription thru the agreement end date. #Internal Use - Confidential
Contract No.: MHEC-04152022

Page 1 of 58 ends

MASTER AGREEMENT BETWEEN MIDWESTERN HIGHER EDUCATION COMMISSION AND DELL L.P. EFFECTIVE APRIL 15, 2022, through JUNE 30, 2025 THIS AGREEMENT, and amendments and supplements thereto, is made between the Midwestern Higher Education Commission (hereinafter MHEC) located at 105 Fifth Avenue South, Suite 450 Minneapolis, MN 55401, for the benefit of the Eligible Organizations located in the MHEC member states, and Dell Marketing L.P., (hereinafter Dell or Supplier) One Dell Way, Round Rock TX, 78682. For purposes of this Master Agreement MHEC and Dell are referred to collectively as the Whereas, the Midwestern Higher Education Compact (Compact) is an interstate compact of twelve Midwestern states, such states being Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin (Member States); and MHEC, a nonprofit 501(c) (3), is a statutorily created governing body of the Compact established for the purposes, in part, of determining, negotiating and providing quality and affordable services for the Member States, the entities in those Member States, and the citizens residing in those Member States; and Whereas, MHEC has established a Technology Initiative for the purpose of which is to determine, negotiate and make available quality and affordable technology products and services to the not-for-profit and public education related entities in the MHEC Member States; and Whereas, MHEC has entered into separate agreements with the New England Board of Higher Education (NEBHE) and the Southern Regional Education Board (SREB) and the Western Interstate Commission for Higher Education (WICHE) respectively to allow entities in the NEBHE Member States, SREB Member States, and the WICHE Member States access Whereas, NEBHE Member States refers to any state that is a member, or affiliate member of NEBHE. Current NEBHE Member States are: Connecticut, New Hampshire, Maine, Massachusetts, Rhode Island, and Vermont. Whereas, SREB Member States refers to any state that is a member or an affiliate member of SREB. Current SREB Member States are: Alabama, Arkansas, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, and West Virginia; and Whereas, WICHE Member States refers to any state that is a member or an affiliate member of WICHE. Current WICHE Member States are: Alaska, Arizona, California, Colorado, Hawai'i, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming and U.S. Pacific Territories and Freely Associated States; and Whereas, Dell offers certain quality technology related products and services; and Whereas, MHEC conducted a competitive sourcing event for End User Computing and Peripherals, Device Lifecycle Management, and Associated Services MHEC-RFP-10282021, dated October 28, 2021, and upon completion of the competitive process Dell received an award; and Therefore, in consideration of mutual covenants, conditions, and promises contained herein, MHEC and Dell agree as follows: 1. DEFINITIONSResellers: refers to marketing agents, agents or order fulfillers authorized by Dell to provide Products and Services under this Master Agreement. Dell will list Resellers on an internet site accessible to MHEC, its Member States and Eligible DELL EMC SLED MFCA Rev 20201005 - 1 Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 2 of 58
Organizations. Dell will provide to MHEC the general criteria used to authorize agents. At any time during the term of this Master Agreement should MHEC protest the inclusion of a firm on this list pursuant to commercially justifiable cause, Dell may require that firm to undergo re-approval. Dell branded Products: refers to any information technology Products that are made available under this agreement and are Dellstandard configurations thereof, but does not include any of the following items: (i) accessories or parts added to the Dell branded hardware products (ii) accessories or parts that are not installed in the Dell factory; or (iv) Third Party Software and Peripheral products. Documentation: refers to the any documentation made available by Dell to Procuring Eligible Organization relating to any Equipment or Software purchased as well as any manuals relating to the Equipment or Software. Deliverables: refers to the tangible materials, including reports, studies, base cases, drawings, findings, software, manuals, procedures, and recommendations that Dell delivers to Procuring Eligible Organization under a Statement of Work. Eligible Organizations: This Master Agreement shall be the framework under which Eligible Organizations can acquire solution offerings consisting as defined in section Products and acquire Services as defined in section Services from Dell. Eligible Organizations shall include: 1. All not-for-profit private and public institutions and/or systems of higher education (colleges, universities, community colleges, technical institutions and equivalent institutions; 2. All K-12 schools and school districts; 3. All city, county, and other local governments; and 4. All state governments and their departments. Eligible Organizations shall also include all not-for-profit private and public institutions and/or systems of higher education; K-12 schools and districts; city, county, and other local governments; and state governments and their departments located within the following other education Compacts in the country; the New England Board of Higher Education (NEBHE), the Southern Regional Education Board (SREB), and the Western Interstate Commission for Higher Education (WICHE). Equipment: refers to Dell full catalog of a) end user computing and peripherals, b) device lifecycle management, and c) associated services made available for sale by Dell to Eligible Organizations under this Master Agreement. Large Order Negotiated Pricing: refers to the prices or additional discounts that may be offered to specific Eligible Organizations under defined additional terms and conditions. Selection and pricing of large order negotiated pricing shall be by mutual agreement of the Eligible Organization and Supplier. Large Order Negotiated Pricing shall apply only to those items that meet the applicable additional terms and conditions negotiated by Supplier and the Eligible Organization. Promotional Prices: refers to special prices that may be offered nationally or regionally under this Master Agreement to a specific category of customers intended to include similarly situated public entity and institutional Eligible Organizations for defined time periods and in similar quantities under defined terms and conditions. OrderProducts or Services from Supplier under the terms and conditions of this Master Agreement. Procuring Eligible Organization: refers to an Eligible Organization which desires to purchase under this Master Agreement and has executed an Order. Products: refers to the full line of information technology Equipment, Software and Documentation Dell makes available under this Master Agreement. Retail Price List: refers to the retail price list and is a complete list of Products and Services with the corresponding retail prices for those Products and Services made available for purchase by Eligible Organizations under this Master Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 3 of 58
Agreement. The Retail Price List contains an item number, item description and the retail price for each Product. Retail Price List is set forth online at http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf and may be modified at any time. Services: refers to the Services offered by Dell under this Master Agreement for a) End User Computing and Peripherals, b) Device Lifecycle Management, and c) Associated Services including but not limited to: pre-implementation design, installation/de-installation, migration, optimization, maintenance, technical support, training, and IT as a Service (services accessible over the internet). Dell may incorporate changes to their service offering; however, any changes must be within the scope of the End User Computing and Peripherals, Device Lifecycle Management, and Associated Services MHEC-RFP-10282021 award. Examples of these services include but are not limited to the following: 1. Support Services: such as warranty services, maintenance, installation, de-installation, factory integration, (software or equipment components), and recycling/disposal. 2. Training and certification. 3. Professional Services: such as assessments, disaster recovery planning and support, services desk/help desk, software and any other directly related technical support and/or IT related service required for the effective operation of a product offered or supplied. 4. IT-as-a-Service and Cloud related Services: (e.g. APEX Custom Services, Flex on Demand Services, APEX Branded Services, etc.) , refers to the delivery of a variety of hybrid services and applications accessible on demand over the internet whereby the end user pays fees based upon consumption or subscription including but not limited to: A. Software-as-a-Service (SaaS): refers to a software delivery method that provides access to software and its functions remotely as a web-based service B. Infrastructure-as-a-Service (IaaS): refers to computer infrastructure, such as virtualization, being delivered as a service. C. Platform-as-a-Service (PaaS): refers to a computing platform being delivered as a service. D. Storage-as-a-Service: refers to a storage model where an entity rents or leases storage space. E. Disaster Recovery-as-a-Service (DRaaS) refers to backup and restore data services. F. PC as a Service (PCaaS) refers to PC technology, software, and PC lifecycle services 5. Managed Services refers to ongoing monitoring, management, provisioning, and optimization of hyper-converged infrastructure systems. Some Services may require additional contract terms and conditions. Eligible Organizations acquiring on-site Support, on-site Training, Professional, or IT-as-a-Service and Cloud related Services (e.g. APEX Custom Services, Flex on Demand Services, APEX Branded Services, etc.) shall negotiate and enter into separate written agreement with the Supplier, including, as applicable, service level agreements rious APEX Custom, Flex on Demand Service, and APEX Branded Services offerings; see Exhibits C and D, respectively), statements of work, and other terms and conditions specific to their Purchase Orders under the contract. Software: refers to full offerings of a) end user computing and peripherals related software, b) device lifecycle management related software, and c) associated services related software made available under this Master Agreement. Software shall mean software, library, utility, tool, or other computer or program code, each in object (binary) code form, as well as the related media, printed materials, online and electronic documentation and any copies thereof. Software shall include updates, upgrades, maintenance releases, revisions, and enhancements to the licensed software. Software may include Software accessed by Eligible Organization through the Internet or other remote means (such as websites, Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 4 of 58
- Software offering; however, any changes must be within the scope of the End User Computing and Peripherals, Device Lifecycle Management, and Associated Services MHEC-RFP-10282021 award. System Software: means Software that provides basic hardware functionality and provides a platform for applications to run (e.g., firmware and BIOS software), and any Software specifically designated by Dell as System Software the purpose of which is to operate and manage the Products in which it is embedded. Application Software: means computer programs that are designed to perform specialized data processing tasks for the user and any Software specifically designated by Dell as Application Software. Supplier: refers to Dell or a Reseller. Third-Party Products: refers to any Equi- -parts that are Dell branded or originally listed as components of Dell branded Products. Third Party Software is not considered components of Dell branded Products. Third-Party Services: refers to any Services performed by someone other than Dell or its subcontractors. 2. DUE DILIGENCE Organization acknowledges and agrees that: A. Eligible Organization is solely responsible for its own due diligence regarding any Master Agreement; B. MHEC is not responsible for, and makes no representation or warranty, regarding the appropriateness of any Master Agreement for the Eligible Organization specifically; C. MHEC has not made any legally binding representations regarding Suppliers Products, or Services and that MHEC does not guarantee or warrant the Products or Services of Supplier; and D. MHEC is not responsible for the actions or omissions of Supplier. Issues of interpretation and eligibility for participation are solely within the authority of the procurement and statutory rules and regulations applicable to the Eligible Organization. The Eligible Organization is responsible for assuring it has the authority to place Orders under this Master Agreement. 3. QUANTITY GUARANTEE This Master Agreement is not a purchase order, nor does it guarantee any purchases to be made by any Eligible Organization. This Master Agreement is not an exclusive agreement. MHEC and Eligible Organizations may obtain information technology products and services from other sources during the term of the Master Agreement. 4. MASTER AGREEMENT TERM This Master Agreement shall be effective on April 15, 2022 and shall remain in effect until June 30, 2025 (Term Ending Date) unless otherwise terminated pursuant to the terms of the Master Agreement. The Agreement may be mutually renewed for four (4) additional years, unless one party terminates in writing ninety (90) days prior to the Term Ending Date anniversary. Eligible Participants may procure Products and Services from Supplier under the terms of this Master Agreement at any time during the duration of the Agreement or any renewal thereof. 5. ORDER OF PRECEDENT institutional laws or regulations, the Eligible Organization and Dell may enter into an addendum to amend the terms and conditions of this regulations. Likewise, a Procuring Eligible Organization and Dell may enter into an addendum to supplement or modify Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 5 of 58
this Master Agreement for specific Products or Services. The terms and conditions of the addendum shall only be applicable between the Eligible Organization that entered into the addendum and Dell. In the event of any conflict among these documents, the following order of precedence shall apply: A. ; B. License terms applicable to the software license or software service purchased hereunder; C. Executed addendum, not to include Purchase Orders, between Eligible Organization and Dell; D. The terms and conditions of this Master Agreement or any MHEC-Dell addenda to this Master Agreement and its Exhibits; and E. The list of Products and Services contained in the Order. 6. SCOPE OF WORK Procuring Eligible Organizations shall purchase from Supplier, and Supplier shall distribute to Procuring Eligible Organizations Products and Services in accordance with the terms of this Master Agreement. All Eligible Organizations are qualified to purchase under this Master Agreement, including those Eligible Organizations currently under a separate agreement with Supplier. Accordingly, Supplier shall provide Products or Services only upon the issuance and acceptance by Supplier of a valid Order. Orders may be issued to purchase any Products, or any Services listed on the Retail Price List. A Procuring Eligible Organization may purchase any quantity of Products or Services listed in Dell Retail Price List at the prices stated herein. For Large Order Negotiated Pricing, Supplier and Eligible Organization may negotiate quantity discounts below the Products and Services Pricing for a given purchase order. As it sees fit, Supplier may offer under this Master Agreement discounts that result in prices below those listed in the Product and Services Price List. Dell is solely responsible for fulfillment of the responsibilities under the terms and conditions of this Master Agreement. Notwithstanding anything to the contrary contained in this Master Agreement or Order under the Master Agreement, MHEC shall not be liable for any Eligible Organization that executes an Order under this Master Agreement. An Eligible Organization shall not be responsible for any other Eligible Organization that executes its own Order under this Master Agreement. 7. PURCHASING UNDER MASTER AGREEMENT A. Products: Procuring Eligible Organization shall purchase from Supplier the Products listed on the Retail Price List under the terms and conditions of this Master Agreement by delivering to Supplier an Order. The Order should include: (i) Procuring Eligible Organization by name and address; (ii) the quantity, and description of the Product that Procuring Eligible Organization desires to purchase or license; (iii) the price of the Product in accordance with --shipping instructions; (vii) a contact name and telephone number; and (viii) reference to this Master Agreement. Supplier must notify Procuring Eligible Organization if it intends to substitute any item(s) that has been ordered by the Procuring Eligible Organization using this contract; the Procuring Eligible Organization will then have the option to cancel the order if such substitute item is not acceptable. B. Services: Procuring Eligible Organization shall purchase from Supplier the Services listed on the Retail Price List under the terms and conditions of this Master Agreement by delivering to Supplier an Order. The Order should include: (i) Procuring Eligible Organization by name and address; (ii) the description of the Service(s); (iii) the price -dates; (vi) a contact name and telephone number; and (vii) reference to this Master Agreement. C. Each Order that is accepted by Supplier will become a part of this Master Agreement as to the Products and/or Services listed on the Order only; no additional terms or conditions will be added to this Master Agreement as a result of the acceptance of the Order, nor will such terms affect any purchase. An Order from an Eligible Organization accepted by Supplier is binding. D. Procuring Eligible Organization may request in writing a change or cancellation of an Order that Supplier has previously accepted up until the time Supplier has begun manufacturing the Products or preforming the Services. E. Supplier will accept a purchasing card for order placement in addition to accepting a purchase order. In addition, nothing in this section precludes any agreements for the use of electronic purchase orders and Supplier will Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 6 of 58
provide electronic commerce assistance to Eligible Organization, if desired, for the electronic submission of purchase orders, purchase order tracking and reporting. The use of any purchasing card or electronic purchase orders may be subject to limitations and/or additional fees set forth by Supplier and agreed to by Procuring Eligible Organization. F. Product- and Service-Specific Terms: Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecifictermsof the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed G. Installation: When Equipment purchased under this Master Agreement requires installation, the Supplier must provide the cost of installation as a separate line item on their quotation unless installation is included in the price. The installation cost must include all packing, freight, insurance, set-up, instruction, and operation manual charges. Equipment must be set in place in an area designated by Procuring Eligible Organization personnel, demonstrated to be in operating condition, and approved by Procuring Eligible Organization personnel. Upon request, Dell will provide a Services quote with a Statement of Work to remove any and all debris from the Procuring Eligible Organizat 8. PAYMENT PROVISIONS A. Acceptance. A Procuring Eligible Organization shall determine whether all Products and Services delivered meet the Dell published specifications. No payment shall be made for any Products or Services until the Eligible Organization has accepted the Products or Services. Unless otherwise agreed upon between the Eligible Organization and Dell, the Eligible Organization shall within fifteen (15) calendar days from the date of delivery, issue a written notice of partial acceptance or rejection of the Products or Services; otherwise, the Products or Services shall be deemed accepted. B. Return Policy. Subject to Section 8A. of this Master Agreement, all Products and Third-Party Products will be deemed to be accepted upon delivery. Procuring Eligible Organization may only return Products to Dell that are permitted to be returned are set forth in Exhibit B and at https://www.dell.com/en-us/work/shop/us-return-policy/cp/us-return-policy. C. Payment of Invoice. Payments shall be delivered to Supplier at the address shown on the invoice. Payments shall be made within thirty (30) days from the date of invoice. In the event that Supplier is required to pursue the collection of past due amounts not subject to a good faith dispute between Supplier and the Procuring Eligible Organization, Supplier will be entitled to recover interest accrued at the lesser of 1.5% per month or in accordance with the applicable state laws of the Procuring Eligible Organization. D. Dispute Notice. Procuring Eligible Organization shall make a good faith effort to notify Supplier of any billing discrepancies or disputes about an invoice within fifteen (15) business days after receiving it, specifying with particularity the basis of any such dispute (the Procuring Eligible Organization. Tender of a Dispute Notice does not relieve Procuring Eligible Organization of its obligations to pay the undisputed portion of any invoice subject to a Dispute Notice. Any amounts that were the subject of a Dispute Notice and are subsequently resolved in favor of Supplier will be subject to interest charges accruing from the original due date. E. Partial Shipment. In the event an Order is shipped incomplete (partial), the Procuring Eligible Organization must F. Payment of Taxes. The Prices List under this Master Agreement do not include, and Procuring Eligible Organization shall reimburse Supplier for, any and all taxes and/or duties assessed against or payable by Supplier in connection Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 7 of 58
with the sale of Products and Services except for taxes imposed uponEligible Organization provides a proof of tax exemption, taxes will be additive to the contracted price. 9. REIMBURSEMENTS Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Supplier in performance of representative. Provided that Supplier shall be reimbursed for travel and subsistence expenses in the same manner and pursuant to Procuring Eligible Organization reimbursement policies. 10. SHIPPING Supplier will ship products F.O.B. destination. Title to products shall pass to Procuring Eligible Organization upon delivery to the Procuring Eligible Organizations destination point. Risk of loss or damage to Products shall pass to Procuring Eligible Organization upon delivery to the Procuring Eligible Organization. Supplier shall bear the risk of loss with respect to returned products except for loss or damage directly attributable to the negligence of the Procuring Eligible Organization. Standard 35-day ground shipping will be included in the price of the equipment. All Products must be shipped fully configured with the required components unless otherwise specified. 11. PRODUCT DELIVERY A. Unless otherwise agreed to by Procuring Eligible Organization and Supplier, Supplier agrees to deliver Products to Procuring Eligible Organization within thirty (30) days after receipt of a valid Order. If delivery cannot be made within thirty (30) calendar days, Supplier will notify Procuring Eligible Organization within five (5) business days following Order placement, and Procuring Eligible Organization, as its exclusive remedy, can cancel the order by written, electronic, or facsimile notification. Failure of the Supplier to adhere to delivery schedules as specified or to promptly replace defective Product shall render the Supplier liable for all costs in excess of the contract price when alternate procurement is necessary. Suppliers acknowledge that all locations of any particular Eligible Organization may not be within the MHEC region. B. If deliveries prove to be unsatisfactory, or other problems arise, MHEC reserves the right to delete Product or Services from this Master Agreement and/or cancel Master Agreement. Similarly, if deliveries prove to be unsatisfactory or other problems arise under the agreement for a Procuring Eligible Organization, the Procuring Eligible Organization retains all of its remedies for a default. Failure of MHEC or the Procuring Eligible Organization ilure to perform as required in any instance shall not constitute a waiver of termination rights or other default remedies in any other instance. C. Suppliers may choose to deliver Products electronically where practicable. This option must be under the independent control of each Procuring Eligible Organization. 12. PRICE GUARANTEES With the exclusion of any APEX Custom, Flex on Demand Service, and APEX Branded Services offerings, all Procuring Eligible Organizations shall pay the lowest prices for Products and Services contained in the Suppliers Retail Price List and the corresponding Discount Category Pricing which shall be attached to the Master Agreement as Exhibit A. All Products and Services discounts as set forth in the Discount Category Pricing shall not decrease throughout the term of this Master Agreement. When Eligible Organizations purchase under this Master Agreement, Supplier shall not sell Products or Services to Eligible Organizations at prices higher than those awarded via this Master Agreement. If available, promotional prices, higher discounts, and volume discounts may be offered under this Master Agreement to Procuring Eligible Organization at the time of purchase. Eligible Organizations may inquire from Supplier if such promotions are available. Notwithstanding the above, any price guarantees set forth in this Section 12, shall not apply to any APEX Custom, Flex on Demand Service, and APEX Branded Services offerings unless otherwise agreed to in a separate written agreement by the Supplier and Eligible Organization.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 8 of 58

13. PRODUCT PRICING Dell agrees to maintain Product Pricing in accordance with the following provisions: A. Retail Price List for all Equipment, Software and Documentation will be set forth at http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf. Changes to retail prices generally take effect immediately, and Dell reserves the right to change retail prices at any time. B. Discount Category Pricing. The prices for Products are the Retail Price List less applicable discount as specified in Exhibit A. Except as set forth in Section 12 48 discount percentages set forth in Exhibit A shall remain firm during the term of this Master Agreement. Dell shall add new Product(s) to Retail Price List as new Product(s) become available for sale. The pricing for all new Products shall be at the price discount levels provided herein, or as agreed to by the Parties. C. Dell may revise or discontinue Product offerings at any time without prior notice to MHEC. A change in a Product may occur between the time that Procuring Eligible Organization orders a Product and the time that Dell ships the Product. As a result, Products shipped may display minor differences from the Products Procuring Eligible Organization ordered, but they will meet or exceed all material specifications of the Products Procuring Eligible Organization ordered. D. Products purchased shall be new, current models manufactured with 100% new OEM parts. All Products should be offered in current production as of the date of the award. For purpose of this Master Agreementshall mean that the equipment model is being manufactured as new equipment for the United States market. Dell will delete obsolete and discontinued Products from the Retail Price List on a timely basis. E. Prices will be F.O.B. destination (interior/ground floor or inside dock), and freight pre-paid and allowed, to any and all locations of the Procuring Eligible Organization. Prices must include all packing, freight, insurance charges and installation/operation manuals. 14. SERVICE PRICING Dell agrees to maintain the Service Pricing in accordance with the following provisions: A. For any standard Services, in which the Services and corresponding SKU are on Retail Price List, the pricing will be as described in the Products Section for Category Discount Pricing, and the applicable discount percentage as noted in Exhibit A will apply. Except as set forth in Section 12, 48 B. For any custom Services that are not included on the Retail Price List, the prices for such Services purchased under this Master Agreement will be as mutually agreed upon by both Dell and Procuring Eligible Organization and as set forth in a Dell quote or an applicable SOW or negotiated agreement. C. Specific geographic restrictions on the availability of Services must be conveyed to the Procuring Eligible Organization. D. Dell may offer a direct or indirect leasing and financing programs and/or as a separate lease or financing offering under either a separate (i) Payment or Pharos . Any Products that are leased or financed through DFS or Pharos are subject to the terms and conditions of the PA or MLA only, copies of which are attached hereto as Exhibit E. Eligible Organizations shall negotiate the terms and conditions of such contracts with DFS or Pharos directly, including, but not limited to, the PA or MLA, any or finance documentation as applicable. DFS and Pharos offer state and local governments a variety of leasing and financing options under its PA and MLA. The Parties recognize that the PA, MLA, and any corresponding Schedule(s) entered into by the Parties thereunder are separate and independent agreements between the Eligible Organization and DFS or Pharos as applicable, with the terms thereof constituting the entire agreement for such leasing or financing. To the extent of any conflict or inconsistency between the terms of the PA or MLA and the terms of this Agreement, the terms and conditions of the PA or MLA will prevail for any such lease or finance purchases only. For the purposes of this Agreement, Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 9 of 58
it is noted that DFS and Pharos are separate and distinct entities. The PA, MLA, Schedules, and other leasing and financingdocumentation as applicable are attached as Exhibit E. E. Dell may offer a direct or indirect flexible consumption-based models as an alternative flexible payment solution under a Dell. Any flexible payment solutions will be subject to the terms and conditions of the MFCA only, a copy of which is attached hereto as Exhibit F. Eligible Organizations shall negotiate the terms and conditions of such flexible payment-y other documentation that may be required for such transaction. Dell offers state and local governments a variety of consumption-based payment solutions under the MFCA that are designed to help optimize IT spend and solve business challenges. The Parties recognize that the MFCA and any Schedule entered into by the Parties thereunder are separate and independent agreements between the Eligible Organization and Dell, with the terms thereof constituting the entire agreement for such flexible consumption. To the extent of any conflict or inconsistency between the terms of the MFCA and the terms of this Agreement, the terms, and conditions of the MFCA will prevail for consumption-based offerings only. The MFCA, sample Schedules, and any other documentation that may be applicable are attached as Exhibit F. F. Any purchase by Procuring Eligible Organizations of IT-as-a-Service is pursuant to the terms of the Dell Services Description accompanying the Services and the Services Acceptable Use Policy, are set forth in Exhibit C - APEX Agreement. 15. LICENSE AND PROPRIEERY RIGHTS The terms applicable to any software are in its license agreement, included with the Software media packaging, or presented to Procuring Eligible Organization during the installation or use of the Software. For Dell branded System Software, Procuring Eligithe applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula Eligible Organization and Supplier, this EULA shall be governed and construed in accordance with the laws of the state where the Eligible Organization resides. Dell will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment. If a separate license agreement exists between Procuring Eligible Organization and the manufacturer or the owner of the Software, that license agreement will control and will apply according to its terms and conditions. 16. PROPRIETARY RIGHTS All right, title, and interest in and to the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Software, Products, Deliverables and all content and other items included with or as part of the Products, Services, Software, or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, feedback, photographs, graphs, videos, typefaces, music, sounds, and software, as well as the methods by which any Services are performed and the processes that make up the Services, shall belong solely and exclusively to Supplier or its suppliers or licensors, and Procuring Eligible Organization shall have no rights whatsoever in any of the above, except as expressly granted in this this Master Agreement. 17. WARRANTIES Unless otherwise expressly provided, Products or Services provided by the Supplier shall be warranted for a minimum period provided in the next preceding paragraphs. A. Equipment Warranty. Supplier warrants that Equipment, under normal usage and with regular recommended service, will be free from material defects in material and workmanship, and that Equipment will perform substantially in accordance with the corresponding standard documentation issued by Supplier for the applicable Equipment. Unless Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 10 of 58
provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial-and-public-sectorwarranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific or to replace the affected Equipment, and, if Supplier is unable to effect such within a reasonable time, then Supplier will refund the amount Procuring Eligible Organization paid for the affected Equipment as depreciated on a straight-line basis over a 5-year period, upon return of such Equipment to Supplier. B. Software Warranty. The located at https://www.dellemc.com/content/dam/digitalassets/active/en/unauth/manualwarranty-informations/h4276-emc-prod-warranty-maint-table.pdf Warranted Software will substantially conform in all material respects to its then current documentation during the this warranty must be reported to Supplier during the Software Warranty Period. Procuring Ediscretion, to either use commercially reasonable efforts to remedy the non-conformance or to terminate the license for the affected Software and provide a pro-rata refund of the license fees received by Supplier for such Software. C. Services Warranty. Supplier will perform Services in a workmanlike manner in accordance with generally accepted industry standards. Procuring Eligible Organization must notify Supplier of any failure to so perform within 10 days after the date on which such failure first occurs. In such case, Supplier will use reasonable efforts to correct such failure within a reasonable period of time. If, after reasonable efforts, Supplier is not able to correct such deficiencies for reasons for which Supplier is responsible, then Procuring Eligible Organization may terminate the affected Services for cause by providing written notice to Supplier. D. Limitations. The warranties set forth in this Section 17 do not cover problems that arise from: (i) accident or neglect by Procuring Eligible Organization or any third party; (ii) any third party items or services with which the Product is used or other cainstructions and the applicable documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than Supplier personnel or (vi) causes attributable to normal wear and tear. Supplier has no obligation for: (1) Software installed or used beyond the licensed use, or (2) Product whose original identification marks have been altered or removed. Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products or Services could lead to death, bodily injury, or physical -of fitness for High-Risk Activities. E. Warranty Disclaimer. Other than the warranties set forth in this Section 17 and the Schedules, and to the maximum extent permitted by applicable law, Supplier and Supplier Affiliates: (i) make no other express warranties; (ii) disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement; and (iii) disclaim any warranty arising by statute, operation of law, course of dealing or performance or usage of trade. F. Third-Party Products and Services Warranties. Dell does not warrant Third-Party Products or Services. Any warranty provided on Third-Party Product(s) or Service(s) is provided by the publisher, original manufacturer, or service provider and may vary from product to product or service to service. Such warranties shall be provided to the Procuring Eligible Organization with the Third-Party Products and Services. G.Transfer of Title. Dell warrants that Procuring Eligible Organization shall acquire good and clear title to Dell-branded Products being purchased under this Master Agreement, free and clear of all liens and encumbrances. For any non-Dell branded Products, Dell warrants that it has the right to provide such Products to the Procuring Eligible Organization. 18. TERMINATION A. At any time MHEC may terminate this Master Agreement, in whole or in part, by giving Dell ninety (90) days written notice; provided however, neither MHEC nor Eligible Organization has the right to terminate a specific Order for Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 11 of 58
convenience after the Product has begun production or been shipped for such Products that don't require production. At any time, Dell may terminate this Master Agreement, in whole or in part, by giving MHEC ninety (90) days written notice. Such termination shall not relieve Dell of any warranty or other service obligations incurred under the terms of this Master Agreement. B. Either Party may terminate this Master Agreement for cause based upon material breach of the Master Agreement by the other Party, provided that the non-breaching Party shall give the breaching Party written notice specifying the breach and shall afford the breaching Party a reasonable opportunity to correct the breach. If within thirty {30) days after receipt of a written notice the breaching Party has not corrected the breach or, in the case of a breach that cannot be corrected in thirty (30) days, begun, and proceeded in good faith to correct the breach, the nonbreaching Party may declare the breaching Party in default and terminate the agreement effective immediately. The non-breaching party shall retain any and all remedies available to it under the law. C. In the event that either Party be adjudged insolvent or bankrupt by a court of competent jurisdiction, or upon the institution of any proceedings by or against it seeking relief, reorganization or arrangement under any laws relating to insolvency, or upon any assignment for the benefit of creditors, or upon the appointment of a receiver or trustee of any of its property or assets, or upon the liquidation, dissolution or winding up of its business, then and in any such event this Master Agreement may immediately be terminated or cancelled by the other Party hereto. D. In the event this Master Agreement expires or is terminated for any reason, a Procuring Eligible Organization shall retain its rights in all Product and Services accepted prior to the effective termination date or ordered before the effective termination date and ultimately accepted. E. Procuring Eligible Organization or Dell may terminate an Order under this Master Agreement for cause based upon material breach of the Order or Master Agreement by the other, provided that the non-breaching party shall give the breaching party written notice specifying the breach and shall afford the breaching party a reasonable opportunity to correct the breach. If within 30 days after receipt of a written notice the breaching party has not corrected the breach, or in the case of a breach that cannot be corrected in 30 days, begun, and proceeded in good faith to correct the breach, the non-breaching party may terminate the Order effective immediately. The non-breaching party shall retain any and all remedies available to it under the law. A breach and any resulting termination of an Order under this Section 18 E shall have no effect on any other Order made by any other Eligible Organization. 19. NON-APPROPREATIONS This provision applies only to publicly funded Eligible Organizations. The terms of this Master Agreement and any Order issued for multiple years under this Master Agreement is contingent upon sufficient appropriations being made by the legislature or other appropriate governing entity. Notwithstanding any language to the contrary in this Master Agreement or in any purchase order or other document, Procuring Eligible Organization may terminate its obligations under this Master Agreement if sufficient appropriations are not made by the governing entity to pay amounts due for multiple year agreements. The Procuring Eligible Orgpossible, of its intent to terminate this contract for non-appropriation. The Procuring Eligible Organization shall send to subsequent fiscal year. Such termination shall relieve the Procuring Eligible Organization, its officers and employees from any responsibility or liability for the payment of any future Orders. However, all outstanding invoices from Dell will be paid by the Procuring Eligible Organization. 20. PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET INDEMNIFICATION Supplier will indemnify, defend, and hold MHEC and Eligible Organization harmless from any third-party claim that any Supplier-branded Product or Service provided to Eligible Organization pursuant to this Master Agreement infringes on another person's or entity's United States patent, copyright, trade secret or any other proprietary right of a third party. Supplier will have no obligation under this section with respect to any Claim of infringement resulting from (a) Services performed, or Product provided, pursuant to Eligible Organization's specification or design; (b) an Eligible Organization's unauthorized modification of a Product; or (c) any combination, operation, or use of the Product with systems other than Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 12 of 58
those provided by Supplier to the extent that such a Claim is caused by such modification, combination, operation, or use of the Product. Following notice of a Claim or a threat of actual suit, Supplier will, at its own expense and option, (1) resolve the claim in a way that permits continued ownership and use of the affected Product or Service; (2) provide a comparable replacement at no cost; or (3) in the case of a Product accept return of the Product, freight collect, and provide a reasonable depreciated refund and in the case of a Service, provide a refund less a reasonable adjustment for beneficial use, but in no event shall refund of Product or Service relieve Supplier from its obligations to defend and indemnify MHEC and Eligible Organizations. 21. INDEMNIFAICATION Supplier will indemnify, protect, save and hold harmless MHEC and Eligible Organizations, as well as the representatives, agents and employees of MHEC and Eligible Organizations, from any and all third party claims or causes of action related to a claim of personal injury or damage to tangible property, including all reasonable attorneys' fees incurred by MHEC and/or Eligible Organizations, directly arising from intentionally wrongful actions or omissions or the negligent performance of the Master Agreement by Supplier, Supplier's agents, employees, or subcontractors. MHEC and/or Eligible Organization shall give Supplier written notice, by registered mail, promptly after it becomes aware of any claim to be indemnified hereunder. For state entities, Supplier will coordinate with state's attorney general as required by state law. Supplier will control the defense of any such claim or action at Supplier's own expense. MHEC and/or Eligible Organization agree that Supplier may employ attorneys of its own choice to appear and defend the claim or action and that MHEC and/or Eligible Organization shall do nothing to compromise the defense of such claim or action or any settlement thereof and shall provide Supplier with all reasonable assistance that Supplier may require 22. LIMITATION OF LIABILITY Supplier shall not be liable to MHEC or any individual Eligible Organization for any direct damages in excess of $500,000 or the price of the Product(s) or Service(s) purchased per Order subject to such claim, whichever is greater. The foregoing limitation does not apply to any indemnification obligations under this Master Agreement or to damages resulting from personal injury or tangible property damage caused by Supplier's negligence or willful misconduct. NEITHER SUPPLIER, MHEC NOR ANY ELIGIBLE ORGANIZATION SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS MASTER AGREEMENT, WHETHER THE CLAIM ALLEGES TORTUOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. SUPPLIER IS NOT RESPONSIBLE FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK OR EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PROCUREMENT OF SUBSTITUTE PRODUCTS, SOFTWARE OR SERVICES. THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SUPPLIER PROVIDING PRODUCTS, SOFTWARE, OR SERVICES TO PROCURING ELIGIBLE ORGANIZATION, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR FAILURES. 23. BACKGROUND CHECKS At the sole discretion of the Eligible Organizations, Supplier may be requested to provide user background checks, depending on the information systems Supplier accesses or types of data Eligible Organization provides. Supplier then must submit the required background check information to Eligible Organization in a timely manner. Supplier will perform background investigations within the scope of the Suppliers current standard policies and practices for any Supplier employees or subcontractors entering upon an Eligible Organization premise, where legally acceptable and culturally permissible.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 13 of 58

24. INSURANCESupplier will maintain the following insurance limits while performing any services under this Agreement: (a) Workers'Compensation Insurance for Contractor employees, including coverage required under the State's and Federal Laws; (b)Employer's Liability Insurance with limits of a minimum of: (i) $1,000,000 for each accident for bodily injury by accident,(ii) $1,000,000 for bodily injury by disease, and (iii) $1,000,000 for each employee for bodily injury by disease; (c) GeneralLiability Insurance with limits of: (i) $1,000,000 per occurrence for bodily injury and property damage and shall provideproof of insurance to Eligible Organizations if requested. Eligible Organizations may require additional coverage consistentwith applicable law, regulation, or policy. Supplier shall give MHEC and the procuring Eligible Organization a minimum often (10) days' notice prior to cancellation of policies.25. CONFIDENTIALITYAs an instrumentality of state government, MHEC is subject to Public Record laws. As such, any provision that requires theterms of the contract, or specific information obtained during the term of the contract, to be kept confidential must beremoved or modified to include "to the extent permitted by the law of relevant state." At a minimum, similarmodifications may be required for public Eligible Organizations.A. While Dell is providing Services hereunder, Eligible Organization or Dell may disclose to the other certain businessinformation identified as confidential ("Confidential Information"). All such information shall be marked orotherwise designated as "Confidential" or "Proprietary". In order for such information to be consideredConfidential Information pursuant to this Section 25 of the Master Agreement, it must conform to the datapractices laws or similar type laws of the State in which the Eligible Organization is located or was founded.Information of a proprietary nature which is disclosed orally to the other party shall not be treated as ConfidentialInformation unless it is stated at the time of such oral disclosure that such information is Confidential Informationand such information is reduced to writing and confirmed as Confidential Information to the recipient within ten(10) days after oral disclosure. Both Eligible Organization and Dell agree that, with respect to ConfidentialInformation it receives (as "Recipient") from the other (as a "Discloser") in connection with this Master Agreementor an Order pursuant to this Master Agreement, that it (i) will use such Confidential Information solely for thepurposes contemplated by the Master Agreement or an Order placed under this Master Agreement, (ii) shall notuse any such Confidential Information for any other purpose and in particular shall not so use such ConfidentialInformation in any manner either to the detriment of the Discloser or for the benefit of the Recipient or any thirdparty, and (iii) shall receive and hold such Confidential Information in trust and confidence for the benefit of theDiscloserB. Each Party will make reasonable efforts not to disclose the other Party's Confidential Information to any thirdparty, except as may be required by law, unless such Confidential Information: (i) was in the public domain priorto, at the time of, or subsequent to the date of disclosure through no fault of the non-disclosing party; (ii) wasrightfully in the non-disclosing party's possession or the possession of any third party free of any obligation ofconfidentiality; or (iii) was developed by the non-disclosing party's employees or agents independently of andwithout reference to any of the other party's Confidential Information. Confidential Information shall remain theproperty of and be returned to the Disclosure (along with all copies or other embodiments thereof) within fifteen(15) days of (a) the termination or completion of the Order under this Master Agreement, or (b) the earlier receiptby the Recipient from the Discloser of a written demand following a breach by Eligible Organization or Dell of thisMaster Agreement or an Order under this Master Agreement directing that Confidential Information describedgenerally or specifically in such demand be returned to the Discloser.C. In such cases where Confidential Information is required to be disclosed to a third party for purposes of providingServices, all disclosure of Confidential Information will be in accordance with the separate nondisclosureagreement between Dell and the third party.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 14 of 58
D. If a separate, written nondisclosure agreement exists between Eligible Organization and Dell, that agreement will control and will apply according to its terms and conditions to all Confidential Information the parties exchange with each other. E. Notwithstanding anything to the contrary in this Agreement or amendment to this Master Agreement, both Eligible Organization and Dell agree to comply with the data practices or similar type laws of the State in which Eligible Participant is located or founded, to the extent applicable to the scope of services performed by Supplier. 26. USE OF FEDERAL CONTRACTS OR GRANTS Where Federal Contracts or Grants provide funding to Eligible Organizations, it is the responsibility of the Supplier and the Eligible Organization to comply with all Federal Acquisition Regulations (FAR) applicable laws and regulations applicable Federal Contract or Grant funds are used by Procuring Eligible Organization purchases under this Agreement, which exceed $25,000, certification must be provided in writing that the Supplier is not debarred, suspended, or proposed for debarment by the Federal Government. 27. COMPLIANCE WITH APPLICABLE LAWS (a) Supplier warrants that both in submission of its proposal and performance of any resultant contract that Supplier shall comply with federal laws, rules and regulations applicable to Subcontractors of government contracts including those relating to equal employment opportunity and affirmative action in the employment of minorities (Executive Order 11246), women (Executive Order 11375), persons with disabilities (29 USC 706 and Executive Order 11758), and certain veterans (38 USC 4212 formerly [2012]) contracting with business concerns with small disadvantaged business concerns resulting agreement by reference. (b) Supplier warrants and agrees to abide by all applicable federal and state laws, regulations and Executive Orders pertaining to equal opportunity. In accordance with such laws, regulations, and executive orders, Supplier agrees that it does not discriminate on the grounds of race, color, religion, national origin, sex, age, veteran status, or handicap. If Supplier is found to be not in compliance with applicable Federal or state requirements during the life of the Master Agreement, Supplier agrees to take appropriate steps to correct these deficiencies. (c) Supplier warrants that both in submission of its proposal and performance of any resultant contract that Supplier will comply with all applicable federal, state, and local laws, regulations, rules, and/or ordinances. Dell shall comply with all applicable laws and governmental regulations, which by their terms, apply to Dell performance under an Order pursuant to this Master Agreement. Eligible Organization agrees to comply with all applicable laws and governmental regulations in connection with this Master Agreement. MHEC agrees to comply with all applicable laws and governmental regulations in connection with this Agreement. 28. NON-DISCRIMINATION Supplier agrees to abide by all applicable Federal and state laws, regulations, and executive orders pertaining to equal employment opportunity. In accordance with such laws, regulations, and executive orders pertaining to equal employment opportunity, Supplier and all its Subcontractors shall agree that it does not discriminate on the grounds of race, color, religion, national origin, sex, age, disability, genetic information, or veteran status. Supplier shall comply with federal and state laws, rules, and regulations applicable to Subcontractors of government contracts including those relating to equal employment of minorities, women, persons with disabilities, and certain veterans. Contract clauses required by the United Sates Government in such circumstances are incorporated herein by reference. 29. FERPA AND OTHER PRIVACY LAWS Where applicable to the scope of Services Supplier is providing, and only to the extent directly applicable to Supplier and its Services, Supplier agrees to comply with the Family Education Rights and Privacy Act (FERPA), the Health Insurance Portability and Accountability Act (HIPPA), the Gramm-Leach Bliley Act (GLBA) and all other applicable state and federal privacy laws to the extent applicable to any product or service provided to Eligible Organizations. To the extent an Eligible Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 15 of 58
Organization discloses any information to Supplier subject to the aforementioned privacy laws, Eligible Organization agrees to advise Supplier of the disclosure of such information; and Eligible Organization represents and warrants to Supplier that it has obtained any required consents to disclose such information. In addition, to the extent that Supplier becomes a Business Associate as defined in HIPAA, both Supplier and Eligible Organization acknowledge that a separate mutually agreeable Business Associate Agreement may be required and will govern according to its terms. With regard to FERPA, for purposes of this Agreement, Supplier is a contractor or outside service provider with whom the Procuring Eligible Organization has outsourced institutional services or functions that it would otherwise use employees to perform. For purposes of FERPA, the Procuring Eligible Organization has determined that Supplier, and its employees acting in the course of their employment under this Master Agreement, is a school official with a legitimate educational interest in obtaining access to education records and will only provide Supplier with access to those particular education records in which Supplier has a legitimate educational interest. Further, the Procuring Eligible Organization represents and warrants that it has obtained any required consents to disclose such records to Supplier and the Procuring Eligible Organization represents and warrants that it has or will make all required notifications required to disclose such records to Supplier. Supplier shall be under the direct control of the Procuring Eligible Organization with respect to its maintenance and use of personally identifiable information from education records provided under this Master Agreement. Supplier shall not further disclose any personally identifiable information from education records to any third party unless that third party likewise has a legitimate educational interest in obtaining access to education records and unless authorized to so further disclose by the Procuring Eligible Organization. For purposes of this Agreement, the Procuring Eligible Organization has determined that those Supplier contractors performing institutional services or functions that the Procuring Eligible Organization would otherwise use employees to perform shall have such legitimate educational interest in instances where contractor requires access to education records in order to fulfill its responsibilities under this Master Agreement. Such access shall be limited to the specific educational records necessary for the performance of services and in such instances, contractor shall have the same obligations pursuant to this section as Supplier and Supplier shall inform said contractors of its obligations. Supplier agrees to hold non-public information that is subject to FERPA requirements, which may include personally identifiable information, in strict confidence and agrees to implement and maintain safeguards to protect the security, confidentially and integrity of any such non-public personal information it receives from Procuring Eligible Organizations. Suppliers shall not disclose such non-public personal information received from or on behalf of Procuring Eligible Organization except as permitted or required by this Master Agreement or addendum, as required by law, or otherwise authorized in writing by Procuring Eligible Organization. 30. ACCESSIBILITY Supplier agrees to comply with all applicable requirements of the Rehabilitation Act of 1973, as amended, 29 USC 794, including Sections 504 and 508, which prohibits discrimination on the basis of disabilities, and with the Americans with Disabilities Act of 1990 ("ADA"), as amended, 42 USC 12101 et seq., which requires the provision of accessible facilities and services. Goods and services provided by Supplier shall be accessible to individuals with disabilities to the greatest extent practical, but in no event less than the standards set forth by the state in which the Eligible Organization resides and federal accessibility laws. For web-based environments, services and content must conform to the Web Content Accessibility Guidelines ("WCAG") 2.0 AA (available at http://www.w3.org/WAI/intro/wcag.php). 31. DATA OWNERSHIP retain all rights, including intellectual property rights in and to such data. for the purpose of fulfilling its duties under the Master Agreement or an Order under the Master Agreement, and for o any third party without the prior written consent of Eligible Organization or as otherwise required by law.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 16 of 58

32. ARBITRATION MHEC shall reject arbitration clauses in any Master Agreement or license. That does not mean MHEC is unwilling to resolve disputes amicably. However, as an instrumentally of state government, if MHEC or Eligible Organization waives a right, 33. DEBARMENT AND SUSPENSION Supplier represents and certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the transaction (contract), by any government department or agency. If the Supplier cannot certify this statement, such Supplier must submit a written explanation. Furthermore, Supplier shall provide notice to MHEC if it becomes debarred or suspended at any point during the duration of this Master Agreement. 34. RECORDS AND AUDIT Supplier agrees to maintain records directly related to the Orders, Invoices and Purchase Orders under this Master Agreement for a period of three (3) years or such term as required by applicable law from the date of receipt of final payment after termination of the Master Agreement. These records shall be subject to inspection, which maybe initiated no more than twice annually, at an agreed upon time and location, with reasonable advance notice, by Procuring Eligible Organization and appropriate governmental authorities within Procuring Eligible Organization's state. The Procuring Eligible Organization shall have the right to request copies of invoices either before or after payment. Payment under this Master Agreement shall not foreclose the right of the Procuring Eligible Organization to recover excessive or illegal payments. 35. FORCE MAJEURE Neither Supplier nor MHEC nor Procuring Eligible Organization shall be liable to each other during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; epidemic; strike or other labor dispute; riot; piracy or other misadventure of the sea; embargo; inability to secure materials and or transportation; or, a restriction imposed by legislation, an order or a rule or regulation of a governmental entity. If such a circumstance occurs, the party unable to perform shall undertake reasonable action to notify the other parties of the same. 36. COMPLIANCE WITH LAWS AND EXPORT Compliance with Laws. Procuring Eligible Organization and Supplier agree to comply with all laws and regulations applicable to such party in the course of performance of its obligations under this Master Agreement. Procuring Eligible Organization acknowledges that the Products, Software and Services provided under this Agreement, which may include technology, authentication and encryption, are subject to the customs and export control laws and regulations of the United States ("U.S."); may be rendered or performed either in the U.S., in countries outside the U.S., or outside of the borders of the country in which Procuring Eligible Organization or its systems are located; and may also be subject to the customs and export laws and regulations of the country in which the Products, Software and Services is rendered or received. Each party agrees to abide by those laws and regulations applicable to such party in the course of performance of its obligations under this Agreement. Procuring Eligible Organization also may be subject to import or re-export restrictions in the event Procuring Eligible Organization transfers the Products, Software or Deliverables from the country of delivery and Procuring Eligible Organization is responsible for complying with applicable restrictions. If any software provided by Procuring Eligible Organization and used as part of the Products, Software and/or Services contains encryption, then Procuring Eligible Organization agrees to provide Supplier with all of the information needed for Supplier to obtain export licenses from the U.S. Government or any other applicable national government and to provide Supplier with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Procuring Eligible Organization is solely responsible for obtaining any necessary permissions relating to software that it exports. Supplier also may require export certifications from Procuring Eligible.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 17 of 58
Organization for Procuring. Eligible Organization-provided software. Supplier's acceptance of any order for Products, Software and Services is contingent upon the issuance of any applicable export license required by the U.S. Government or any other applicable national government. Supplier Is not liable for delays or, failure to deliver Products, Software or Services resulting from Procuring Eligible Organization's failure to obtain such license or to provide such certification. Regulatory Requirements. Supplier is not responsible for determining whether any Third-Party Product to be used in the Products, Software and Services satisfies the local: regulatory requirements of the country to which such Products, Software and Services are to be delivered performed, and Supplier shall not be obligated to provide any Products, Software and Services, where the resulting Products, Software, and Services is prohibited by law or does not satisfy the local regulatory requirements. Excluded Data. Procuring Eligible Organization acknowledges that no part of the Products, Software, and Services is dedata that is classified and/or used on: the US, Munitions list, including software and technical data; (2) articles, services and related technical. data designated as defense articles and defense: services; (3) ITAR {international Traffic in Arms: 25 (Confidentiality) and Section 29 (FERPA) , personally identifiable information that is subject to heightened security requirements as a result of Procuring Eligible Organization's internal policies or practices, industry-specific standards or by law, (Organization is solely responsible for reviewing data that it will provide to Supplier for to which Supplier will have access to ensure that it does not contain Excluded Data. 37. CONFLICT OF INTEREST Supplier warrants to the best of its knowledge and belief that it presently has no interest direct or indirect, which would give rise to organizational conflicts of interest. Supplier agrees that if an organizational conflict of interest is discovered during the term of this Master Agreement, it will provide disclosure to MHEC that shall include a description of the action Supplier has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist and is not timely resolved by Supplier, MHEC may, at its sole discretion, cancel this Master Agreement. 38. SUBCONTRACTORS Supplier shall have the right to use Subcontractors to provide the Services described in this Master Agreement. If Supplier elects to use Subcontractors in the performance of custom professional Services under this Master Agreement, upon request, Supplier will provide a list of such Subcontractors in the associated Statement of Work (SOW). Notwithstanding the foregoing, the use of such Subcontractors shall not release Supplier from performing its obligations under this Master Agreement. Supplier shall be liable for any damage or loss resulting from personal injury or damage to tangible property arising from the acts or omissions of its subcontractor while preforming services pursuant to this Master Agreement. 39. ASSIGNMENT Neither party will assign its rights or delegate its obligations under this Master Agreement, in whole or in part, without the other party's prior written consent, and, absent such consent, any purported assignment or delegation by that party will be null, void and of no effect; provided, however, that either party may upon written notice assign this Master Agreement to another successor company pursuant to a corporate merger or reorganization or the sale or transfer of all or substantially all of its stock or assets. This Master Agreement will be binding upon and inure to the benefit of Supplier and MHEC and their successors and permitted assigns. Nothing in this Section 39 shall preclude Supplier from employing a Subcontractor in carrying out its obligations under this Master Agreement. Supplier use of such Subcontractors will not release Supplier from its obligations under this Master Agreement.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 18 of 58

40. MHEC NOT LIABLE FOR ELIGIBLE ORGANIZATION MHEC is not liable to Supplier for the failure of any Procuring Eligible Organization to make any payment or to otherwise fully perform pursuant to the terms and conditions of an Order and/or the Master Agreement. Supplier, in its sole discretion, may discontinue selling Products or Services to any Eligible Organization who fails to make payments or otherwise fully performs pursuant to the terms and conditions of the Master Agreement. MHEC does not guarantee that any Eligible Organization will utilize or make any purchase under the Master Agreement. An Eligible Organization shall not be responsible for any other Eligible Organization that executes its own Order under the Master Agreement. 41. INDEPENDENT CONTRACTORS MHEC and Supplier acknowledge and agree that the relationship arising from this Master Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the parties are acting as independent contractors in making and performing this Master Agreement. Supplier and its agents and employees are independent contractors and are not employees of MHEC or any Eligible Organization. Supplier has no authorization, express or implied to bind MHEC or any Eligible Organization to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent of MHEC or any Eligible Organization, except as expressly set forth herein. 42. VENDOR REPRESENTATIVE Supplier shall assign a senior level representative who shall be the primary MHEC contact for all matters related to all sales and marketing efforts of this Master Agreement. 43. NOTIFICATION A. Between the parties: Whenever under the terms of this Master Agreement any notice is required or permitted to be given by one party to the other, such notice shall be given in writing and shall be deemed to have been sufficiently given for all purposes hereof if given by facsimile, email, or mail, postage prepaid, to the parties at the addresses set forth below, or at such other address as the parties may direct in writing from time to time: To MHEC: To Supplier: 105 Fifth Avenue South One Dell Way Suite 450 Contract Department Minneapolis, Minnesota 55401 Round Rock, Texas 78682 Attn: Nathan Sorensen, Director of government contracts Email: [email protected] Attn: Contract Manager [email protected] Fax: 612-767-3353 Fax: 512-283-9092 Changes in the above information will be given to the other party in a timely fashion. B. Between Eligible Organization: 44. MARKETING Dell will assist MHEC in developing and implementing appropriate marketing strategies including seminars, printed materials and a full service, on-line MHEC-specific web site to receive information on products, supplies, services, and prices and to place Orders.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 19 of 58

45. ANNOUNCEMENTS AND PUBLICITY Any announcements and publicity given to MHEC (or an Eligible Organization) resulting from this Master Agreement must receive the prior approval of MHEC (or Eligible Organization). Such approval shall not be unreasonably withheld. Dell will of the Products, supplies and/or Services that are the subject of this Master Agreement without the prior written consent of MHEC (or Eligible Organization), which shall not be unreasonably withheld. 46. WEB SITE MAINTENANCE Dell agrees to maintain and support Internet website(s) for access to the Retail Price List, Product descriptions, Product specifications, Service descriptions, Service specifications and other aids in accordance with instructions provided by MHEC. In addition, Dell will provide electronic commerce assistance for the electronic submission of purchase orders, purchase order tracking and reporting. Dell shall notify MHEC when there are additions and/or deletions made to the list of Resellers. 47. OVERSIGHT COMMITTEE An oversight committee comprised of representatives of Eligible Organizations shall be appointed by MHEC to assist and support MHEC and Supplier in developing and refining the implementation of a Master Agreement in the Compact member states. This shall include, but not be limited to, assistance with marketing strategies, representing the interests of Eligible Organizations in assuring quality and timely products and services; and to advise the successful Supplier on the effectiveness of its implementation progression. There will be an annual meeting between successful Supplier and MHEC (and perhaps members of the oversight committee) to perform a business review. In addition, Supplier must attend on-site meetings on an ad hoc basis if requested by the contract manager to address contract performance issues. 48. ADMINISTRATIVE REPORTING AND FEES On a calendar-quarterly basis (where quarter one is January 1 March 31 and the quarter one report is due by April 30), Dell will, in a timely manner, make available to MHEC utilization reports and information generated by this Master Agreement, reflecting net Product and Service sales to Eligible Organizations. The information and reports shall be accompanied with a check payable to the Midwestern Higher Education Commission for an amount equal to one and a may provide a written request to Dell to change the percentage of the Fee it will receive as a result of this Master Agreement. Any change in the Fee may also require a change in the Product or Service pricing. 49. ENFORCEMENT OF AGREEMENT performance of any provision of this Master Agreement shall not waive or diminish that Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right. 50. SEVERABILITY If any provision of this Master Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Master Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance, or jurisdiction, or of rendering any other provisions of this Master Agreement invalid or unenforceable whatsoever.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 20 of 58

51. APPLICABLE LAW A. As between MHEC and Supplier, this Master Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of Minnesota; and venue for all legal proceedings arising out of this Master Agreement, or breach thereof, shall be in a state or federal court with competent jurisdiction located in the State of Minnesota. B. As between Eligible Organization and Supplier, this Master Agreement or any Order placed under this Master Agreement shall be construed in accordance with, and its performance governed by, the laws of the state in which Eligible Organization resides. Venue for all legal proceedings arising out of this Agreement or any Order placed under this Master Agreement, or breach thereof, shall be in a state or federal court with competent jurisdiction located in the state in which the Eligible Organization resides. C. As between Eligible Organization, MHEC, and Supplier, this Master Agreement or any Order placed under this Master Agreement shall be construed in accordance with, and its performance governed by, the laws of the state in which Eligible Organization resides. Venue for all legal proceedings arising out of this Agreement or any Order placed under this Master Agreement, or breach thereof, shall be in a state or federal court with competent jurisdiction located in the state in which the Eligible Organization resides. 52. SOVEREIGN IMMUNITY Notwithstanding anything to the contrary in this Master Agreement or Order under this Master Agreement, this Master Agreement shall not be construed to deprive an Eligible Organization of its applicable sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions, or limitations of liability applying to this Master Agreement or afforded by Eligible Orga 53. SURVIVAL Certain paragraphs of this Master Agreement including but not limited to indemnification; and limitation of liability shall survive the expiration of this Master Agreement. Software license, warranty and service agreements, and non-disclosure agreements that were entered into under terms and conditions of this Master Agreement shall survive this Master Agreement. 54. AMENDMENTS Except as provided in Section 5 Order of Precedent; this Master Agreement shall only be amended by written instrument executed by the parties. 55. SCOPE OF AGREEMENT This Master Agreement incorporates all of the agreements of the parties concerning the subject matter of this Master Agreement, and all prior agreements have been merged into this Master Agreement. No prior agreements, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Master Agreement. 56. INVALIED TERM OR CONDITION If any term or condition of this Master Agreement shall be held invalid or unenforceable, the remainder of this Master Agreement shall not be affected and shall be valid and enforceable.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 21 of 58

57. MISCELLANEOUSAll Parties to this Master Agreement may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this Master Agreement that shall be considered an original and shall be admissible in any action to enforce this Master Agreement. Dell may accept this Master Agreement either by its authorized signature or a signed Order. Except as provided for in this Master Agreement, all changes to this Master Agreement must be made in writing signed by both Parties; accordingly,The Parties, by their representatives signing below, agree with the terms of this Master Agreement and further certify that their respective signatories are duly authorized to execute this Agreement.Midwestern HigherEducation CommissionDell Marketing L.P.Signature: Name: Susan HeegaardTitle:PresidentAddress: 105 Fifth Avenue South Suite 450 One Dell Way, RR 8-07Minneapolis, Minnesota, 554401 Round Rock, Texas 78682Date:

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 22 of 58
Exhibit A Discount Category Pricing Exhibit B U. S. Return Policy Exhibit C APEX Agreement Exhibit D APEX Service Offering Exhibit E Leasing and Finance Information - Dell Financial Services L.L.C. Master Lease Agreement and Lease Schedules Public Entity - Dell Financial Services L.L.S. Master Lease Agreement and Lease Schedules Private/Commercial Entity - Pharos Financial Services Master Lease Agreement and Lease Schedules Public Entity - Pharos Financial Services Master Lease Agreement and Lease Schedules Private/Commercial Entity - Dell Financial Services L.L.C. Payment Agreement Public Entity - Dell Financial Services L.L.C. Payment Agreement Private/Commercial Entity - Pharos Financial Services Payment Agreement Public Entity - Pharos Financial Services Payment Agreement Private/Commercial Entity Exhibit F Flex on Demand (FOD) Information - Master Flexible Consumption Agreement and Schedules Public Entity - Master Flexible Consumption Agreement and Schedules Private/Commercial Entity Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 23 of 58
Exhibit A Discount Category Pricing PRICING DISCOUNT OFF LIST The table below provides the minimum Discount Off List (DOL) for each product category. Our Account Teams work with customers to ensure that orders use the correct contract codes, which will prepopulate the minimum discount levels. Product Category Product Category Classifications Proposed Discount A Chrome; Cloud Client; Cloud Products; Consumer Chrome; Customer Kits (including some non-tied Monitors); Dell Storage OEM; Dell-Branded Memory; Fixed Workstations; Internet of Things (IOT); Latitude; Mobile Workstations; OptiPlex; PowerEdge Servers; Software - Server and Other; Software - Storage 18.00% F Dell Branded Printer Accessories, Parts, and Toner 1.50% HBTX, Prebuilt Ready to Ship Systems 6.00% M 3rd Party Software & Peripherals - Mainstream Products Third Party - Mainstream 6.00% RCFI / Configuration Services; Selected Services 4.00% S Alienware Notebooks; Converged Infrastructure; Data Protection Appliance; Data Protection Software; Data Security Solutions; Dell Networking; Dell Storage PS, Dell Storage SC; Dell|EMC; Displays; Hyper Converged Infrastructure; OEM Networking; Personal Notebooks; Projectors/Monitors/Other Electronics; Storage Entry; Storage High End; Storage Integrated Offer; Storage Mid Range; Storage Unstructured; Tablets; Vostro Notebooks; XPS Notebooks 3.00% U Spare Parts 0.50% V Peripherals and Services with discounts that vary based upon the system in which the item is installed Varies per base SKU X Third Party Non-Discountable, except where contractually required 0.50% Z Alienware Desktops; Personal Desktops; Vostro Desktops; XPS Desktops; Non-Discountable Services, except where contractually required 0.50% Z1 and ZS Non-Discountable Services, except where contractually required 0.50% N/A APEX Cloud 0.00% N/A APEX Storage-as-a-Service (ADSS) 0.00% Note: Product Classifications and Categories may be changed by Dell without notice.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 24 of 58
The product classifications identified above are in place as of the Effective Date of this Agreement. These classifications affect Dell Public Sector customers and Dell may change product availability or classification category for all customers The descriptions herein are general in nature and are not all inclusive. Any product category not listed herein shall be deemed a non- discountable product or service offering and receive zero percent contractual discount. Based on the scope of the order, account teams will work with internal pricing teams to obtain higher discounts. When services are purchased in conjunction with the product (tied services), the services will carry the same discount level as the product. If services are purchased on its own without a product, then the services will be discounted as per category R at 4%. The baseline list price is updated weekly and maintained at: http://ftpbox.us.dell.com/slg/Weekly/dellpricereport.pdf VOLUME TIER DISCOUNTS Dell has included two types of volume discounts that are applicable to Category A Products. 1. Per Transaction Multiple Unit Discount This will provide additional discounts to large orders that exceed a certain amount for products under Category A. Minimum Dollar Volume Associated with Single Purchase Order Maximum Dollar Volume Associated with Single Purchase Order Category A Discount in addition to the Initial Pricing Level Discount $ 100,000.00 $ 199,999.99 1.00% $ 200,000.00 $ 399,999.99 2.00% $ 400,000.00 $ 599,999.99 4.00% $ 600,000.00 $ 999,999.99 6.00% $ 1,000,000.00 No Maximum 8.00% 2. As the volume of business reaches certain spending thresholds, Category A will carry additional discounts. Cumulative Dell Spend "Gates", spanning multiple years across length of contract Discount Level Adjustment (Category A) 0 $2B 0.00% $2B $4B 1.00% $4B $6B 2.00% $6B $8B 3.00% $8B $10B 4.00% >10B 5.00% Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 25 of 58
Dell will offer the following discounts associated with cumulative purchases under the MHEC contract: During the course of the Master Agreement Dell shall increase the base Category A discount by 1% within fifteen business days after submission of quarterly reporting period indicating sales threshold of $2B / $4B / $6B / $8B and / $10B has been achieved. INCENTIVE AND REBATES Dell is offering the Contract Admin Fees (CAF) of 1.5% to MHEC in compliance with section 48. Dell is not offering additional rebates; however, this agreement does not preclude customers from participating in any promotional pricing offered, promotional pricing does not constitute a permanent pricing change. When a customer is ready to make a purchase, the account teams work with our internal pricing departments to obtain pricing approvals, which will also include special promotions available at the time of order. Pricing Notes Dell maintains a Retail Price list online located at: http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf. The Price List is updated weekly, is available for download from this site in lieu of hard copy distribution and excludes promotional -line state stores and Premier Pages, are based upon then-current retail pricing and exclude promotional offers. decreases and to introduce new products without waiting for a formal price list to be updated. Product Classifications and Categories may be changed by Dell without notice. Where Dell sells third--off-Dell assigns a list price. Prices for custom services are agreed to through a separate Statement of Work and not included assification assignment for a particular product is subject to change by Dell and could affect pricing of that product. Pricing, if included, may be subject to change in the event of an industry wide material constraint or shortages, including but not limited to memory, or other manufacturing materials or components, or due to other factors beyond Dell without notice. Should the initial proposed product(s) be discontinued before the replacement product(s) reach price parity with initial product(s), Dell Technologies reserves the right to re-negotiate pricing.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 26 of 58
Exhibit B U. S. Return Policy U.S. Return Policy Direct (applies only to purchases directly from Dell) Dell values its relationship with you and offers you the option to return most products you purchase directly from Dell. For all purchases not made directly from Dell, please check the return policy of the location from which you purchased your product. Note: If your purchase qualifies for a promotion offered by Dell that extends the return period for a specific product, the return rights and obligations included with the promotion will apply to your purchase. 30 Day Return Period for Certain Products and Accessories: Unless you have a separate agreement with Dell, or except as provided below, all hardware, accessories, peripherals and parts may be returned if requested and approved by Dell within 30 calendar days from the date on the packing slip or invoice for a refund or credit of the purchase price paid. Note that your refund or credit may be reduced by the amount of shipping and handling fees and any applicable restocking fees (as further described below). Any product returned to Dell without prior authorization from Dell will be considered an unauthorized return, and you will not receive a refund or credit for the product and Dell will not ship the product back to you. For instructions about requesting a return, see "How to Return a Product" below. All approved returns must be received by Dell within 30 calendar days of the return approval date otherwise the amount of refund or credit may be reduced or eliminated if the product(s) are returned late. Exceptions to Dell's 30-Day Return Period: Software may not be returned at any time, unless the software being returned is: 1. Application software or operating systems installed by Dell on a returnable system which is being returned within the applicable return period; or 2. Media-based software that is unopened and still in its sealed package or, if delivered electronically, software that you have not accepted by clicking to agree to applicable terms. Additional products not eligible for return at any time: 1. Dell EMC-branded products 2. Dell Wyse and Wyse-branded products 3. Non-Dell-branded enterprise hardware and software products 4. Customized products Unless you have specifically agreed otherwise in your written agreement with Dell, there is no right of return for software purchased under any type of volume license arrangement. Dell reserves the right to deny any returns in circumstances involving repeated returns, violation of the Dell Terms of Sale or other impermissible activity. Restocking Fees: Unless the product is defective or the return is a direct result of a Dell error, Dell may charge a restocking fee of 15% of the purchase price paid less shipping and handling, plus any applicable sales tax, which would be applied through a total reduced refund or credit.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 27 of 58
Promotional Items: If you return a purchased item that qualified you for a discount, promotional item or promotional card (for example, buy a service, get a computer half off; buy a computer, get a free printer; buy a TV, get a promotional gift card) and either (i) do not also return the discounted or promotional item or (ii) have already redeemed the promotional card, Dell may deduct the value of the discount, promotional item or redeemed card from any refund or credit you receive for the return of the purchased item. How to Return a Product: Before returning a product, you MUST first contact Dell customer service and obtain a Credit Return Authorization (CRA) number before the end of the applicable return period. Dell will not accept returns without a CRA number. To find the appropriate phone number or to send an email to customer service to request a CRA number, go to www.dell.com/contactus or see the "Contacting Dell" or "Getting Help" section of your customer documentation. To initiate a return online, please click here. NOTE: You MUST follow these steps when returning a product: Ship the product to Dell. Please note that all approved returns must be received by Dell within 30days of the date that Dell issues the return authorization and instructions.Ship back all products you are seeking to return to Dell and for which you received a CRA number. For partialreturns, your refund or credit may be less than the invoice or individual component price due to bundled orpromotional pricing or any unadvertised discounts or concessions.Return the products in their original packaging, in as-new condition, along with any media, documentationand any other items that were included in your original shipment.For customers returning a TV, the TV must be returned in the original packaging it was received in (includingbox and protective cushioning). If you do not have the original packaging, you must provide separatepackaging.For commercial customers, you must ship the products at your expense, and make sure the shipment isinsured, or accept the risk of loss or damage during shipment.Upon receipt of your return, Dell will issue a credit or refund of the purchase price paid, which may be reduced by the amount of shipping and handling fees and any applicable restocking fees subject to this policy. Note: Before you return the product to Dell, make sure to back up any data on the hard drive(s) and on any other storage device in the product. Remove all confidential, proprietary and personal information as well as removable media such as flash drives, CDs and PC Cards. Dell is not responsible for any confidential, proprietary or personal information; lost or corrupted data; or damaged or lost removable media that may be included with your return. Systems configured with an Intel® 8th Gen or later CPU are designed to run optimally with the Microsoft Windows 10 operating system. Removing the factory-installed operating system to run a non-Windows 10 operating system (such as Windows 7 or Windows 8) may make the product ineligible for return to Dell for a refund or cause system instability and performance issues that may not be covered by your warranty, support, or service agreements. REV. 20SEPT2021 Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 28 of 58
Exhibit C APEX Agreement Dell Technologies APEX Cloud Purchase Terms Schedule to the Dell Commercial Terms of Sale APEX Branded Services EX Serviceordered via - The terms and conditions of the Dell Commercial Terms of Sale thereto) and the then current Dell Acceptable Use Policy rporated by reference into these Cloud Terms. These Cloud Terms consist of two parts: Part A, Universal Terms for all Dell Cloud Offerings, and Part B, Terms Applicable to Specific Offerings. Further information about the Offerings is provided in the Service Offering Descriptions. by these Cloud Terms and including the AUP), each applicable Service Offering Description, and the Order. Unless otherwise precedence in the CTS, if there is a conflict between or among these Cloud Terms, the Order, the Service Offering Description, the AUP, or the CTS, the documents will prevail in the following order: (a) the Service Offering Description (and all documents incorporated into it); (b) these Cloud Terms; (c) the AUP, (d) the Order; and (e) the CTS. Part A: Universal Terms for all Dell Cloud Offerings 1. Definitions. The definitions used in the CTS are also used in these Cloud Terms. The following definitions also apply: images), and other information. but does not include Third-Party Content or data Supplier collects as specified in Part B, Clause 1.1A. - contractual relationship and does not include C Description, usually on a monthly or annual basis. Fixed Billed includes Offerings sold as subscriptions. Service Offering Descriptions. Customer accepts the Quote as described in Clause 3.1A below. -current version of the performance commitments, if any, for a particular aaS Offering. If applicable, these will be provided in the Service Offering Description. -current version of the Supplier document that describes the Offering identified in a Quote or the Console. If there is no separate Supplier document, then the description in the Quote or the Console will s ordered under these Cloud Terms.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 29 of 58
with the Offering. -current terms regarding Support Services for each Offering and as described in the Service Offering Description. which Customer is authorized to use an Offering, as stated in the applicable Order or the Console, and subsequent renewal terms (if any). The initial term begins as specified in the Order or the Service Offering Description. -hird-party administrative, regulatory, arbitral, judicial, or other action, suit, or proceeding, or in violation of the Governing Agreement; (c) laws; or (d) combination of the Offering with non-Supplier products or content, including any Customer Content and/or any Third-Party Content. -software, but that is not embedded in or required for use of the Offering. As an example, Third-Party Content may include an application that is listed on a marketplace or in an online catalog. Login Credentials (as defined in the Dell Technologies Cloud Console Terms of Use) that Customer created when partie an Offering in which Customer pays a variable amount as identified in the Quote and Service Offering Description, usually based on usage. 2. The Offering. 2.1Provision of the Offering. Supplier authorized third parties to assist with delivery. For Offerings that include delivery of Supplier Products, the terms and process for that delivery wi 2.2Ownership and Use of the Offering. A. (c) in accordance with the B. If the Offering includes Software that requires installation at the Service Location, then Customer will only use the Agreement; (b) End User License Agreement. C. Customer must not: (a) resell or sublicense the Offering; or (b) use the Offering: (i) in a way intended to work around competitive offering or for any purpose which is competitive with Supplier. D. If Supplier reasonably believes a problem with the Offering may result from or be attributable to Content that to identify the source of the problem and to resolve the problem.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 30 of 58
E. As between Customer and Supplier, Supplier owns all rights in and to the Offering and any related Software, including all improvements, enhancements, modifications, and derivative works, and all intellectual property rights e the Offering are limited to those expressly granted in the Governing Agreement. There are no implied rights in these Cloud Terms. Supplier retains all rights that it has not expressly granted to Customer herein. 2.3Modifications. A. Supplier may modify Offerings from time to time and will specify the effective date of changes, by email, the Console, release note, documentation or through the Offering itself. The information will be delivered by email if the continued use of the Offering after the date of any change will be considered acceptance of the modified Offering. B. If Supplier makes a change that removes a material feature or materially reduces the functionality of an Offering, then Customer will have the right to terminate the Offering. If Customer intends to terminate the Offering, it must Offering, this will be effective as of: (a) the termination notice. Customer will remain responsible for the payment of all fees incurred through the termination date, and Supplier will promptly refund any prepaid fees for the Offering that will not be provided as a result of the termination. No other remedies are available to Customer for its termination of an Offering under this Clause 2.3B. 3. Orders, Payment, Shipment, Ownership, Insurance, and Colocation. 3.1Orders, Shipment. A. the Governing Agreement and are not binding until Supplier accepts them. An Order will be accepted upon the earlier of: (a) when Supplier confirms to Customer in writing that it accepts the Order; or (b) as may be otherwise provided in the Service Offering Description. Supplier is not required to provide the Offering to Customer until Offering for Customer. Unless permitted in the Governing Agreement, all Orders are non-refundable and non-cancellable. Any refunds to which Customer is entitled under the Governing Agreement will be paid to Customer. B. Customer must pay all charges it incurs for its use of the Offering. Charges may consist of both a committed amount as well as additional amounts, including charges for add-on features that Customer orders or enables, and charges a method of payment to cover all charges. C. If Customer pays for an Offering using a credit card (if credit card payment is available), then Customer will be subject to any additional terms presented to Customer by the third-party credit card payment processor, which will be the merchant of record for that transaction. If applicable, Customer is responsible for keeping its credit card information up to date in the Console. D. Supplier may bill Customer directly for any additional charges, even if Customer has ordered the Offering from a Partner. Supplier may invoice Customer for charges even if a corresponding purchase order was not received from Customer or a Partner. 3.2Payment Terms. Customer must pay all charges within 30 days after the date of invoice. 3.3Supplier Shipment. Supplier will ship Products to the Service Location if any are included as part of an Offering. 3.4Ownership. Unless the Service Offering Description states differently, Supplier owns and retains title to the Products Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 31 of 58
(including any replaced parts), and these must be returned to Supplier at the end of the Term (or promptly upon replacement with respect to replaced Products or parts). Customer will keep the Products free and clear of any liens or encumbrances and Customer will immediately notify Supplier in writing of any attachment or judicialownership of the Products. 3.5Insurance. Customer is responsible for securing any Products and for any risk of damage on site of the Service Location. Customer must insure the Products installed at the Service Location with a reputable insurance company against all: theProducts; and (b) loss or damage to the Products from all insurable risks for the full cost of replacing it; and (c) other risks inrespect of which a prudent person with Products on their premises would reasonably insure such Products. In regard to (a) and(b), Supplier will be named as additional insured and loss payee resSupplier evidence that the insurance required under these Cloud Terms is in place for the Products. Customer must immediatelynotify Supplier of any loss claim and Customer must not settle any claims w3.6Colocation.Customer will ensure that Supplier has access to the Colocation Site for the purposes outlined in the Service Offering Description. Failure to provide Supplier with timely access to the Colocation Site will relieve Supplier of its Support Services obligations and Supplier may, at its discretion, choose to suspend (until such time as Supplier and Customer agree to relocation of the Offering at a Supplier accessible Service Location) and/or terminate the Order. Customer agrees to hold Supplier harmless from and against any and all disputes, claims or controversies (whether in contract, tort (including negligence) or 4. Supplemental Termination Provisions.4.1Termination of Offering. (A) Neither Customer nor Supplier may terminate the Offering for convenience. (B) Even if Customer stops using the Offering during the Term for its convenience, Customer must still pay Supplier all fees due for the then-current Term. (C) Either party may terminate for cause, if: (1) such party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (2) such party becomes subject to control of a trustee, receiver, or similar authority, or to any bankruptcy or insolvency proceeding; (3) the other party commits a material r only, as provided under Section 9.3 below. A termination for cause will be effective on the date the notice was sent.4.2Effect of Termination.A. Upon termination of an Offering for any reason: (a) Customer must stop using the Offering; (b) Customer mustreturn all Supplier provided Products in compliance with the Service Offering Description, or if the Service OfferingDescription requires Supplier to recover the Products, then Customer will provide Supplier with prompt access tothe Service Location (including any Colocation Site) to recover the Products; and (c) Customer must return or, ifDescription will indicate when Supplier will delete any Content Customer has uploaded to the Offering. Customeris responsible for ensuring that it has copies of all Content it requires prior to the date of any termination.B. Any provision of the Governing Agreement that, by its nature and context is intended to survive termination orexpiration will survive, including the Data Processing Addendum, to the extent Supplier processes or continues toprocess Personal Data (as defined in the Data Processing Addendum), and for as long as Supplier continues suchprocessing activity.C. fering will not entitlebreach, Customer will immediately pay all fees due for the Offering for the remainder of the then-current Term.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 32 of 58
D. Customer agrees that upon termination for any reason: (i) Supplier may, without waiving any other rights or remedies, seek an order, including without limitation by way of injunctive or equitable relief, from a court of right to recover Supplier owned Products from the Service Location (including any Colocation Site); and (ii) Supplier is entitled to recover from Customer the reasonable attorney fees corresponding to such enforcement action. 5. Support Services. 5.1 Supplier will provide support to Customer for the Offering in accordance with the applicable Support Terms specified in the 5.2 Supplier shall not access or use any Content stored on the Products, unless Customer has expressly authorized Supplier to do so. Customer is responsible for removing all Content stored on replaced parts, or on any other items or Product before it is returned to Supplier. Supplier has no liability for any data remaining on Products that Customer fails to remove. Customer may purchase a data deletion service from Supplier (or Reseller), where available. 5.3 If Customer wishes: (a) to relocate Products to a different installation site (where applicable to the Product); (b) to change the hardware configuration on its own; or (c) to deny the activation or to disable remote support features of a Product, Customer must notify Supplier in advance. Supplier will review Customers request and may approve or deny Additional fees may apply. 6. Warranties. 6.1Limited Warranty. Supplier will provide the Offering substantially in accordance with the Service Offering Description. For reasonable efforts to correct material deviations from the Service Offering Description. The clauses of the CTS entitled provide Supplier with written notice of any material deviations of which it becomes aware. 6.2Disclaimer and Limitations. to the Offering and to all materials or services provided to Customer under the Service Offering Descriptions. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Supplier or product roadmaps in obtaining subscriptions for any Offering. 7. Reseller Transactions. Notwithstanding anything to the contrary herein, if Customer buys an Offering through a Reseller (as opposed to directly from Supplier), then: 7.1 All references and terms related to fees, payments, cancellation or termination rights, or similar financial terms (the ((including, without limitation, Clauses 3.1A C, 3.2, 4.1B, and 4.2) or Governing with the Reseller; and 7.2 All notices in these Cloud Terms or Governing Agreement required from Customer to Supplier shall be required, in addition, from Customer to Reseller. 8. Data Protection. 8.1 The applicable Service Offering Description defines the administrative, physical, technical and other safeguards applied to Customer Content residing in the Offering. Customer is responsible for applying appropriate security measures to Customer Content such as: (a) controlling access Customer provides to Users; (b) configuring the Offering appropriately; (c) ensuring the security of Customer Content (e.g. through encryption) while it is in transit and at rest; and (d) backing up Customer Content. Customer acknowledges that it is responsible for adopting industry best practice in relation to back-up copies of Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 33 of 58
its data and is solely responsible for ensuring that it has implemented appropriate security measures for Customer Content 8.2 Customer acknowledges that uploading Customers Content to the Offering does not constitute a disclosure by Customer of its Confidential Information to Supplier.8.3the processing and control of Personal Data (as defined in the Data Processing Addendum) that Customer may provide to Supplier as part of the Offering. Supplier will act as an authorized data processor, and in respect of the data processing activities related to the Offering, as specified in this Agreement, the Data Processing Addendum and the applicable Order.8.4 Customer is responsible for providing any necessary legal notices to Users and obtaining any legally required consents related to its use, collection, disclosure, sharing, cross border data transfer and processing of the Personal Data (as defined 8.5Required Disclosures. If Supplier is required by a subpoena, court order, agency action, or any other legal or regulatory requirement to disclose any Customers Content, Supplier will provide Customer with notice and a copy of the demand as soon as practicable, unless Supplier is prohibited from doing so pursuant to applicable law. If Customer requests, Supplier will, at Custome9. Suspension.9.1Generallyimmediate effect where Customer is in breach of the AUP or Supplier otherwise reasonably believes that Customer is using use of the Offering if permitted by law or unless Supplier reasonably believes that providing notice presents a risk of harm to the Offering, to other Users of the Offering, or to any person or property, in which case Supplier will notify Customer assoon as feasible or permitted. Supthe issues related to the suspension have been resolved. 9.2Effect of Suspension. Customer will pay all applicable fees incurred before and during any suspension. Customer will not be entitled to any service credits under an applicable Service Level Agreement or Service Level Objective that Customer might have otherwise accrued during any suspension.9.3Termination for Suspension. Supplier may, at its option, terminate the Offering effective immediately upon written notice to Customer if Supplier has the right to suspend the Offering.10Indemnification by Customer.Subject to the remainder of this Clause 10, Customer will: (a) defend Supplier against any Third-Party Claim; and (b) indemnify Supplier from all fines, damages, and other costs resulting from a final award, judgment, or order of a court of competent jurisdiction or a government agency arising out of a Third-Party Claim. Supplier will: (1) provide Customer with notice of any Third-Party Claim within a reasonable period after learning of the Claim; and (2) reasonably cooperate in reof any Third--Party Claim if that settlement obligates Supplier to admit any liability, to make any monetary payment, or to undertake any material obligation, UNDER THIS CLAUSE 10. Part B: Terms Applicable to Specific Offerings1..1.1Use of the aaS Offering.A.Offering, as provided in the Service Offering Description.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 34 of 58
B. Customer may use Third-stomer chooses to use Third-Party Content, Customer is responsible for complying with any terms applicable to that Third-Party Content, including any separate fees or charges imposed by the provider of that Third-Party Content. Third-Party Content is avail without any indemnity, warranty, condition, or Support Services (unless otherwise specified) of any kind. Supplier may suspend or terminate provision and hosting of any Third-Party Content at any time, and that suspension or termination will not be deemed a material change to any aaS Offering for the purpose of Clause 2.3B of Part A of these Cloud Terms. C. As between Customer and Supplier, Customer retains all rights in and to Customer Content. Service Offering Descriptions Dell Technologies Cloud Platform (DTCP) with Subscription Terms governing DTCP with Subscription: www.dell.com/learn/us/en/uscorp1/legal_terms- conditions_dellwebpage/global-cloud-purchase-terms Hybrid Cloud - Service Offering Description: https://www.delltechnologies.com/en-gb/collaterals/unauth/legal- documents/solutions/dtcp-offerings-description.pdf Private Cloud - Service Offering Description: https://www.delltechnologies.com/en-gb/collaterals/unauth/legal- documents/solutions/dtcp-private-cloud-offering-description.pdf N APEX Storage-as-Service Terms governing Project APEX Storage-as-a-Service: www.dell.com/learn/us/en/uscorp1/legal_terms- conditions_dellwebpage/global-cloud-purchase-terms Project APEX Storage-as-a-Service Service Offering Description: https://i.dell.com/sites/csdocuments/Legal_Docs/en/us/projectapex _staas_serviceofferingdescription.pdf N Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 35 of 58
Dell Technologies Data Processing Addendum Data Processing Addendum behalf of the Customer as of conflict between this DPA and the Agreement, this DPA shall control with respect to its subject matter. 1. Definitions. Terms not defined herein have the meanings set forth in the Agreement. The following words in this DPA have the following meanings: 1.1 1.2 alone or jointly with others, determines the purposes and means of the Processing of the Personal Data. 1.3 1.4 data to Processors (Decision 2010/87/EU) as they may be amended or replaced from time to time. 1.5 Dell in the performance of the Agreement. 1.6 unauthorized disclosure of, or access to, Personal Data Processed under this DPA. 1.7 laws to which a party to this Agreement is subject and which 1.8 ns any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 1.9 1.10 any Processor engaged by Dell for the provision of the Services. 2. Processing of Personal Data. 2.1 Roles of the Parties. Dell may Process Personal Data under the Agreement as a Processor acting on behalf of the Customer as the Controller. 2.2 Instructions.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 36 of 58
the Agreement and any subsequent statements of work or service orders, and any configurations by Customer or its authorizeadditional or alternate instructions must be agreed between the parties in writing, including the costs (if any) associated with complying with such applicable law. However, if Dell is of the opinion that a Customer instruction infringes applicable Privacy Laws, Dell shall notify Customer as soon as reasonably practicable and shall not be required to comply with such infringing instruction. 2.3 Details of Processing. Details of the subject matter of the Processing, its duration, nature and purpose, and the type of Personal Data and data subjects are as specified in the Agreement and Annex 1. 2.4 Compliance. Customer and Dell agree to comply with their respective obligations under Privacy Laws applicable to the Personal Data that is Processed in connection with the Services. Customer has sole responsibility for complying with Privacy Laws regarding the lawfulness of the Processing of Personal Data prior to disclosing, transferring, or otherwise making available, any Personal Data to Dell. 3. Subprocessors. 3.1 Use of Subprocessors. Dell may use Subprocessors appoint and use Subprocessors to process the Personal Data in connection with the Services provided that Dell puts in place a contract in writing with each Subprocessor that imposes obligations that are: (i) relevant to the services to be provided by the Subprocessors and (ii) materially similar to the rights and/or obligations imposed on Dell under this DPA. Subprocessors may include third parties or any member of the Dell group of companies. Where a Subprocessor fails to fulfil its data protection obligations as specified above, Dell shall be liable to the Customer for the performance of the 3.2 List of Subprocessors. A list of Subprocessors that Dell engages to support the provision of the Services is made available by Dell on www.dell.com/subprocessors. 4. Security. 4.1 Technical and organizational security measures. Taking into account industry standards, the costs of implementation, the nature, scope, context and purposes of the Processing, and any other relevant circumstances relating to the Processing of the Personal Data on Dell systems, Dell shall implement appropriate technical and organizational security measures to ensure security, confidentiality, integrity, availability and resilience of processing systems and Services involved in the Processing of the Personal Data are commensurate with the risk in respect of such Personal Data. Customer agrees that the technical and organizational security measures described in the Agreement provide an appropriate level of security for the protection of Personal Data to meet the requirements of this clause. Dell will periodically (i) test and monitor the effectiveness of its safeguards, controls, systems and procedures and (ii) identify reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the Personal Data. Customer is responsible for implementing, configuring and maintaining privacy and security measures for Services and products that Customer provides or controls. 4.2 Technical Progress.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 37 of 58
The Information Security Measures are subject to technical progress and development and Dell may modify these provided that such modifications do not degrade the overall security of the Services provided under the Agreement. 4.3 Access. Dell shall ensure that persons authorized to access the Personal Data (i) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and (ii) access the Personal Data only upon documented instructions from Dell, unless required to do so by applicable law. 5. Personal Data Breach. Dell will notify the Customer without undue delay after becoming aware of a Personal Data Breach in relation to the Services provided by Dell under the Agreement and will use reasonable efforts to assist the Customer in mitigating, where possible, the adverse effects of any Personal Data Breach. 6. International Transfers. Dell is authorized, in connection with the provision of the Services, or in the normal course of business, to make worldwide transfers of Personal Data to its affiliates and/or Subprocessors. When making such transfers, Dell shall ensure appropriate protection is in place to safeguard the Personal Data transferred under or in connection with this Agreement. Where the provision of Services involves the transfer of Personal Data from the European Economic Acountries outside the EEA or the UK (which are not subject to an adequacy decision under Privacy Laws) Dell agrees it will use the Model Clauses along with appropriate supplemental measures or other appropriate data transfer mechanisms in accordance with applicable Privacy Laws. 7. Deletion of Personal Data. Upon termination of the Services (for any reason), the Parties agree to adhere to data deletion mechanism as set out in the Agreement. 8. Cooperation. 8.1 Data Subject Requests. Dell shall promptly inform Customer of any requests from individuals exercising their data subject rights under Privacy Laws. Customer is responsible for responding to such requests. Dell will reasonably assist Customer to respond to data subject requests to the extent that Customer is unable to access the relevant Personal Data in the use of the Services. Dell reserves the right to charge Customer for such assistance if the cost of assisting exceeds a nominal amount. 8.2 Third party requests. If Dell is required by a subpoena, court order, agency action, or any other legal or regulatory requirement to disclose any Customers Content, Dell will provide Customer with notice and a copy of the demand as soon as practicable, unless Dell is prohibited frsteps to contest any required disclosure. 8.3 Privacy Impact Assessment and Prior Consultation. To the extent required by Privacy Laws, Dell shall provide reasonable assistance to Customer to carry out a data protection impact assessment in relation to the Processing of Personal Data undertaken by Dell and/or any required prior consultation(s) with supervisory authorities. Dell reserves the right to charge Customer a reasonable fee for the provision of such assistance. 9. Demonstrating Compliance. is reviewed annually, mapped to Dell policies and standards, and updated with relevant and current US and international regulatory and privacy standards, such as, NIST 800-53r4, NIST CSF 1.1, CIS Top 20, or ISO 27001, where applicable. To Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 38 of 58
equirements under the Standard Contractual Clauses or applicable Privacy Laws cannot reasonably be satisfied through the Security Questionnaire, documentation or compliance information Dell makes generally available to its customers, Dell will promptly resof an audit, Customer and Dell will mutually agree upon the scope, timing, duration, control and evidence requirements, and fees for the audit, provided that this requirement to agree will not permit Dell to unreasonably delay performance of the audit. To the extent needed to perform the audit, Dell will make the processing systems, facilities and supporting documentation relevant to the processing of Personal Data by Dell available. Such an audit will be conducted by an independent, accredited third-party audit firm, during regular business hours, with reasonable advance notice to Dell, and subject to reasonable confidentiality procedures. Neither Customer nor the auditor shall have aother customers or to Dell systems or facilities not involved in the Services. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Dell expends for any such audit, in addition ng of material non-compliance, Customer shall share such audit report with Dell and Dell shall promptly cure any material non-compliance. 10.CCPA. If Dell is Processing Personal Data within the scope of the CCPA, Dell will Process Personal Data on behalf of Customer and will not retain, use, or disclose that Personal Data for any purpose other than for the purposes set out in the DPA and as permitted under the CCPA. In no event will Dell sell any Personal Data.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 39 of 58
Annex 1Data Processing Description 1. Subject matter and duration of the Processing. The subject matter and duration of the Processing shall be according to the Agreement. 2. Purpose of Processing. Personal Data will be Processed for the purpose of providing Services, as relevant and defined by the selected service levels and support options. The Agreement and the relevant service descriptions and statements of work shall apply for the specifics and possible additional services. 3. Nature of Processing. The nature of the Personal Data Processed is described in the relevant service descriptions and statements of work. 4. Categories of Data Subjects. Services. 5. Types of Personal Data. The type of Personal Data that may be submitted by the Customer are described in the relevant service descriptions and statements of work. Unless otherwise specified, Dell does not Process Special Categories of Data, and Customer shall not provide Special Categories of Data, Personal Health Information, or other similar Personal Data.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 40 of 58
Dell Technologies Acceptable Use PolicyRevision 1.2 March 23, 2021 Acceptable Use Policy -s and those that access the Dell Resources through Dell customers. By using or accessing the Dell Resources, User agrees to comply with the current version of this AUP. If User violates this AUP or authorizes or helps others to do so, Dell may (in addition to any other rights Dell may have), in its sole discretion, suspend or terminate . Violations User may not upload content or use the Dell Resources in a manner or for a purpose that Dell believes: 1. Violates any applicable law or regulation (a "Law"), including, but not limited to, the Digital Millennium Copyright Act, or those Laws concerning child pornography and/or illegal gambling; 2. Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, advocates violence, or otherwise inappropriate; 3. Violates or infringes the rights of others, including for example by infringing or misappropriating any intellectual property rights of another; 4. Advocates or encourages illegal activity; 5. Stalks, harasses, or harms anyone, including minors; 6. Impersonates any person or entity or misrepresents affiliation with a person or entity; 7. Modifies, alters, or tampers with (including attempts to self-repair) any software included in the Dell Resources; 8. Except where allowed by Law, reverse engineers, disassembles, or decompiles the Dell Resources; 9. Accesses or uses the Dell Resources in a way intended to avoid fees or exceeding usage limits or quotas; 10. Interferes with or disrupts the Dell Resources; 11. Uses any high-volume automated means (including robots, spiders, scripts or other methods) to access the Dell Resources; 12. Attempts to gain unauthorized access to any part of the Dell Resources, by hacking, password mining, or other means; 13. Violates the security or integrity of the Dell Resources, including by: a. Accessing or using the Dell Resources without permission, including attempts to probe, scan, or test the vulnerability of the Dell Resources or to breach any security or authentication measures used by the Dell Resources; b. Monitoring data or traffic on the Dell Resources without permission; c. Forging packet or email headers, or any part of a message describing its origin or route; d. Uploading any content that contains viruses, worms, corrupt files, Trojan horses, or other forms of harmful code, or any other content that may compromise the Dell Resources; or e. Hacking, destabilizing, or making unauthorized changes to the Dell Resources, or altering another website to falsely imply it is affiliated with the Dell Resources; 14. Connects to any users, hosts, or networks where User does not have permission to communicate with such users, hosts, or networks, such as: a. Monitoring or crawling the Dell Resources in any way that would disrupt their performance or operation; b. Conducting denial of service attacks; Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 41 of 58
c.Interfering with the operation of Dell Resources, including by attempting to overload the DellResources; or d. Operating network services like open proxies, open mail relays, or open recursive domain name servers; 15. Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements; or 16. Collects replies to messages if those messages violate this AUP. The examples of prohibited conduct listed above are not comprehensive. Dell has the sole discretion to determine whether User content or use of the Dell Resources is a violation of this AUP. All User content, and/or actions that are performed via User account, are the sole responsibility of User. Consequences of Violations Any violation of this AUP by User will be considered to be a material breach of the corresponding contract between Dell and User. If User violates this AUP, Dell reserves the right, in its sole discretion, to apply the remedies provided in the applicable In addition, Dell reserves the right to investigate any potential violation of this AUP or misuse of the Dell Resources. Among other actions, Dell may perform the following: 1. Remove, disable access to, or modify any data or content that violates this AUP; and 2. Report any activity that potentially violates any Law to law enforcement, regulators, or other appropriate third parties. This may include disclosing appropriate User content and information where necessary. Reporting User is required to immediately report any violation or suspected violation of this AUP to Dell. User will provide Dell with assistance, as requested, to address those events or violations. Any reports must be made to Dell by email ([email protected]).

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 42 of 58
Dell Technologies Flex On Demand Dell EMC APEX Flex on Demand (FOD) Public Sector Only These section of Exhibit 1 may be entered into between Purchasing Entity and Contractor of and for the benefit of itself and its affiliate, Dell EMC for its APEX Flex on Demand (FOD) offering. In the event of any conflict between the terms of this Exhibit 1 and the Agreement, this Exhibit 1 shall take precedence and control. This section of Exhibit 1 comprised of the following documents, which are hereby incorporated by referenced and attached on the following pages: 1. Master Flexible Consumption Agreement (MFCA) Public Sector Only 2. Flex on Demand (FOD) Schedule Public Sector Only 3. APEX Custom Solutions Flex on Demand (FOD) Customer Brochure Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 43 of 58
Exhibit 1 Dell EMC APEX Flex on Demand (FOD) Public SectorMASTER FLEXIBLE CONSUMPTION AGREEMENT APEX FLEX ON DEMAND TERMS AND CONDITIONS - PUBLIC SECTOR ONLYFor DELL EMC Use OnlyContract ID MASTER FLEXIBLE CONSUMPTION AGREEMENT U.S. STATE & LOCAL GOVERNMENTThis Master Flexible Consumption Agreement(this oris made effective as of ___________________ (the ) between the following parties:176 South Street And XxxxxxxxxxxxxHopkinton, MA 01748 XxxxxxxxxxxxxxxxEmail for Legal Notices: [email protected] for Legal Notices:This MFCA governs Customer's access to and use of a configuration of Deployed Capacity on a Flexible Consumption basis at an agreed Customer location, as described in one or more separately executed Flex Consumption Schedules (the Schedule(s)1. DEFINITIONS.A.means the period of time identified ona Schedule for which DELL EMC will invoice Customer forits Flexible Consumption.B.Customer DataDeployed Capacity by or on behalf of Customer or its endusers and information derived from such data, including allfile layouts and records associated therewith). As betweenCustomer aConfidential Information.C.means the then-current, generallyavailable, written user manuals and online help and guidesprovided by DELL EMC for Deployed Capacity.D.Flexible Consumptionhe amount offrom time to time, measured pursuant to a description andmetrics identified on the Schedule.E.means, for a particularBilling Period, (i) the fee for the Monthly CommittedCapacity, and (ii) the fee charged by DELL EMC forCommitted Capacity, calculated in accordance with thepricing set forth in the Schedule.F.Flexible Consumption Periodperiodidentified as such on a Schedule, and any DELL EMCapproved extension(s) thereto.G.means the ship-to address or otherlocation identified as such on the Schedule as the site ofinstallation and/or use of a Deployed Capacity, or asubsequent location approved by DELL EMC.

H.means the amount ofcapacity the Customer commits to paying for each monthas specified in a Schedule regardless of it actualconsumption of capacity.means collectively:(a)(which is EMC-branded or Dell-brandedhardware that DELL EMC provides to Customer under thisMaster Agreement); and (b) (any EMC-branded or Dell-branded programming code licensed toCustomer as a standard product, also including microcode,firmware and operating system software), as morespecifically identified on a Schedule. The DeployedCapacity exclude Third Party Products.J.means, if applicable, the contract(Prime Contract) and any applicable purchase order, taskorder or delivery order between Customer and the state orlocal government entity for the Deployed Capacity andSupport Services described in an applicable Scheduleissued under this Agreement.K.of Deployed Capacity means the earlier tooccur of (a) DELL EMC taking possession of the DeployedCapacity at the Installation Site, or (b) DELL EMC receivingand accepting a return of the Deployed Capacity.L.mean services for the support andmaintenance of Deployed Capacity as described in theApplicable Schedule.

Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 44 of 58
M.Third Party Deployed Capacity means for a specific Deployed Capacity, the period of warranty coverage listed at: https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/manual-warranty-informations/h4276-emc-prod-warranty-maint-table.pdf. 2. SCHEDULES, PURCHASING, FEES AND PAYMENT. A. Schedules. The description of the Deployed Capacity, Support Services, and related pricing are as stated in the applicable Schedule. The product specific terms informs Customer of product-specific use rights and restrictions, unit of measure (if any), and the applicable maintenance (support) obligations. B. Ordering. Customer indicates its approval of a specific Schedule by signing it and issuing a purchase order, task order or delivery order pursuant to the Prime Contract, if applicable, to DELL EMC that incorporates by reference in its entirety the terms and conditions of such Schedule and this Agreement. DELL EMC indicates its approval of counter-signing a Schedule and any purchase order, task order or delivery order, if applicable, executed by Customer and (ii) shipping the applicable Deployed Capacity to Customer. C. Authorization to Monitor; Flexible Consumption Fees. During the Flexible Consumption Period, Customer shall pay a Flexible Consumption Fee calculated in accordance with pricing and frequency set forth on and defined in the applicable Schedule. DELL EMC is authorized to periodically monitor the Flexible Consumption in order to calculate the applicable Flexible Consumption Fee. DELL EMC may conduct such activity through the use of electronic means and/or on-site inspection by DELL EMC personnel and do so only in order to authenticate Customer as the user of the Flexible Consumption and verify providing and maintaining the equipment (a physical server or virtual machine) necessary to run storage utilization scripts and to enable electronic communications between the Deployed Capacity and DELL EMC. Customer authorizes DELL EMC to store at the Installation Site, or load onto Deployed Capacity used for electronic communications, such equipment and programming as may be needed by DELL EMC to track usage levels or perform any Support Services for Deployed Capacity and shall not disable or interfere in the operation thereof. Customer shall (i) not copy or make any use thereof whatsoever; and (ii) protect such from disclosure to any third party and give DELL EMC reasonable access thereto. DELL EMC shall cooperate with Customer to minimize the impact of any DELL EMC on-operations. D. Payment and Assignment. DELL EMC or if applicable, its assignee, shall invoice Customer monthly. Customer shall pay invoices in full and in the same currency as the invoice within thirty (30) days after the date of invoice, with interest accruing thereafter at the lesser of 1.5% per month or the highest lawful rate under any applicable Prompt Payment Act, if any. No credit cards will be accepted as a any amounts due shall not be subject to reduction or setoff. Subject to any right of non-appropriation pursuant to Section 10.B herein, to pay the Monthly Flexible Consumption Fee for the Flexible Consumption Period is absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever. E. Taxes. The charges due hereunder and any other items provided by DELL EMC are exclusive of, and Customer shall pay or reimburse DELL EMC for, all value added (VAT), sales, excise, withholding, state or other local governmental taxes, property taxes, use taxes and any other taxes, levies, customs and duties resulting from a Customer purchase order, except for taxes based on DELL taxes, then Customer will forward any withholding receipts to DELL EMC. purchase order, invoices shall be sent to the Customer department, as specified on the applicable Schedule. F. Interruption of Monitoring Capabilities. For Schedules in which Flexible Consumption varies based upon usage or another metric, if, for more than five (5) days of any calendar month, DELL EMC is unable to monitor to determine the applicable Flexible Consumption Fee due to (i) any action by anyone other than DELL EMC, or (ii) a failure of any communications equipment provided by Customer that is used for purposes of monitoring, DELL EMC shall invoice, and Customer shall pay, a Flexible Consumption Fee for the affected Billing Period(s) that shall be based on the Flexible Consumption during the previous Billing Period; provided, however, that if DELL EMC is unable to monitor for a period of more than thirty (30) days, DELL EMC shall invoice, and the Customer shall pay, either (a) the maximum capacity of the Deployed Capacity, or (b) such other maximum rate described in the Schedule, if applicable. If DELL EMC is unable to monitor the Flexible Consumption due to any failure which is caused by DELL EMC (e.g. failure of the modem, software or other equipment used by usage), the amounts owed by Customer for such outage during the previous Billing Period. DELL EMC shall promptly notify Customer of an inability to electronically and or physically access the Deployed Capacity, as applicable, and work cooperatively to reestablish access. 3. DELIVERY, RISK, TITLE, USE AND RETURN. A. Installation Site Preparation. On or before arrival of the Deployed Capacity, Customer shall arrange (i) appropriate space at the Installation Site; (ii) the Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 45 of 58
necessary environment (power, cooling, etc.) required to support and operate the Deployed Capacity; and (iii) servers and network connectivity required to support Deployed Capacity. B. Deployed Capacity Shipment. DELL EMC shall deliver the Deployed Capacity by common carrier to the Installation Site. Software may be provided by (i) shipment of physical media; or (ii) electronic download (when so offered by DELL EMC). C. Risk of Loss. DELL EMC shall bear the entire risk of loss, theft, damage or destruction with respect to the DELL EMC Deployed Capacity until the time of arrival of the Deployed Capacity at the Installation Site(s) and Customer shall bear such risk from such time on until the Deployed Capacity is Returned. If any loss, theft, damage or destruction to the Deployed Capacity occurs during the time Customer bears such risk, DELL EMC shall be relieved of its Flexible Consumption obligations to the extent such ility to provide such Flexible Consumption until such time as the Deployed Capacity is repaired or replaced. Charges shall continue to accrue during this period of such interruption. If Deployed Capacity is materially damaged, stolen or destroyed, Customer shall promptly notify DELL EMC. D. Customer Insurance Coverage. Subject to any applicable law or regulation to the contrary, Customer must insure the Deployed Capacity (with a reputable insurance company) against all: (a) liability whatsoever to any third selection, possession or use of the Deployed Capacity, and (b) loss or damage to the Deployed Capacity from all insurable risks for the full cost of replacing it, and (c) other risks in respect of which a prudent owner or operator of Deployed Capacity of the same nature as the Deployed Capacity would normally insure such Deployed Capacity. In regard to (a) and (b), DELL EMC will be named as co-insured and loss payee respectively, unless otherwise prohiCustomer may meet the above insurance requirements with its existing self-insurance program, as provided under show DELL EMC evidence that the insurance required under this Master Agreement is in place in respect of the relevant Schedule(s). Customer must immediately notify DELL EMC of any loss claim and Customer must not settle E. Personal Property and Identification. Title to Deployed Capacity provided by DELL EMC pursuant to any Schedule remains with DELL EMC at all times and Customer shall have no right or interest in such Deployed Capacity except as provided in this Master Agreement and related Schedule. All Deployed Capacity shall remain personal property of DELL EMC notwithstanding the manner in which such may be attached or affixed to realty. At any time, Customer shall (i) at request of DELL EMC, legibly mark each item of Equipment in a reasonably prominent location with a label, disc or other marking stating that the Equipment is owned by DELL EMC; and (ii) not remove such without the prior written consent of DELL EMC. Customer may not change the Installation Site t. Customer shall give DELL EMC immediate written notice of any attachment or judicial process affecting the Deployed Capacity or DELL In case the Equipment is installed at a third party Installation Site, Customer undertakes to notify in writing such third party that DELL EMC is the owner of the Equipment and that such Equipment (i) cannot be treated as a fixture or fitting forming part of the third party property (ii) can not be seized by such third party in distress for monies owed by the Customer to such third party. Customer undertakes to guarantee that, at any time during the course of any Equipment applicable Schedule, DELL EMC have the right to enter the third party Installation Site to inspect the Equipment and to retake possession of the Equipment on expiry or termination of any Schedule. F. Ownership of Customer Data. All Customer Data, shall remain the responsibility and property of Customer. The parties acknowledge and agree that DELL EMC does not handle, process, or direct the use of Customer Data. G. Return of Deployed Capacity; Data Migration. Prior to any Return of Deployed Capacity, including in case of expiration or termination of the corresponding Schedule, Customer must completely migrate and erase (by use of a method that does not cause damage to the Deployed Capacity) its Customer Data and establish a mutually convenient date, generally coinciding with the end of a Billing Period, when the Deployed Capacity will be Returned to DELL EMC. Customer is liable for any Return costs and shall reimburse DELL EMC for the reasonable value of any Deployed Capacity that is not Returned or is Returned in a condition that evidences damage in excess of reasonable wear and tear. 4. LICENSE TERMS. License Grant. Customer is granted a non-exclusive, non-transferable license to use the Software and the Documentation during the Flexible Consumption Period solely for Customer's internal business operations, and, when so indicated on the applicable Schedule, for delivery of services to its end DELL EMC during the Flexible Consumption Period are governed by the terms of the Agreement and the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula for the relevant Software product family and effective as of the date of the applicable Quote shall apply taking into account the character of this Master Agreement. DELL EMC will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 46 of 58
enhanced functions, is licensed for use solely on such Equipment item. 5. WARRANTY. A. DELL EMC Warranty. During the Warranty Period, perform substantially in accordance with the related Documentation. Customer shall promptly provide DELL EMC with written notice of any material defect of which it becomes aware. DELL EMC shall remedy such defect Cure Period, DELL EMC's entire liability and Customer's exclusive remedy shall be for DELL EMC to substitute the defective Deployed Capacity with an identical or equivalent Deployed Capacity model. B. Exclusions. DELL EMC shall not be responsible for, and shall have the right to charge Customer for, and Customer shall promptly pay any charges for, Deployed Capacity related problems that arise from (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Deployed Capacity is used (iii) installation, operation or use not in accordance with (iv) use in an environment, in a manner or for a purpose for which the Deployed Capacity was not designed; (v) modification, alteration or repair by anyone other than DELL EMC or its authorized representatives; or (vi) in case of Equipment only, causes attributable to normal wear and tear. DELL EMC has no obligation whatsoever for Software installed or used beyond the licensed use, for Equipment which was moved from the Installation Site without DELL been altered or removed. C. No Further Warranties; Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO DEPLOYED CAPACITY, SUPPORT SERVICES OR ANY OTHER ITEMS OR MATTERS ARISING HEREUNDER, DELL EMC (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, UNDER THIS MASTER AGREEMENT AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. DELL EMC AND ITS SUPPLIERS DO NOT WARRANT THAT SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM REQUIREMENTS. D. Customer Warranties. (i). Validity and Documentation. Customer represents, warrants and covenants to DELL EMC and will provide to eemed necessary or appropriate by DELL EMC, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to DELL EMC) and Opinions of Counsel (in substantially such form as provided to Customer by DELL EMC and otherwise satisfactory to DELL EMC)(together enters into this Agreement and each Schedule that: (a) Customer is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as in effect and applicable to the MFCA or any Schedule, with full power and authority to enter into this MFCA and any Schedules and perform all of its obligations under the Schedules; (b) The MFCA and each Schedule have been duly authorized, authenticated and delivered by Customer by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this MFCA and each Schedule against Customer; (c) This MFCA and each Schedule constitute the valid, legal and binding obligations of Customer, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by Customer of the MFCA or any Schedule and the transactions contemplated thereby; (e) Customer has complied with such public bidding requirements and other state and federal laws as may be applicable to the MFCA and any Schedule and the acquisition by Customer of the Deployed Capacity; (f) The entering into and performance of the MFCA or any Schedule will not (i) violate any judgment, order, law or regulation applicable to Customer; (ii) result in any breach of, or constitute a default under, any instrument to which the Customer is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other encumbrance upon any assets of DELL EMC or on the Deployed Capacity, other than those created pursuant to this MFCA; (g) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 47 of 58
any court, public board or body, pending or threatened against or affecting Customer, nor to the best of knowledge and belief is there any basis therefor, which if determined adversely to Customer will have a material adverse effect on the ability of Customer to fulfill its obligations under the MFCA or any Schedule; (h) The Deployed Capacity is essential to the proper, efficient and economic operation of Customer or to the services which Customer provides to its citizens. Customer expects to make immediate use of the Committed Capacity, at a minimum, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Flexible Consumption Period. The Deployed Capacity will be used for the sole governmental or proprietary functions consistent within the permiss (i) Customer has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Flexible Consumption Fees and other obligations under this MFCA and any Schedule during the current Fiscal Period, and such funds have not been expended for other purposes. E. Operating Environment Warranty. Customer shall, at its expense, operate the Deployed Capacity with reasonable care and in accordance with the Documentation, and keep the Deployed Capacity located at the Installation Site free and clear from any liens or encumbrances. Customer shall operate and maintain a data back-up system in its data center environment. Customer shall provide for a daily back-up process including backing up data before performance of any systems. 6. INDEMNITY. A. IP Indemnity. DELL EMC will: (a) defend Customer against any third party claim that Deployed Capacity or Support Services (but excluding Third Party Products and open source software) copyright or trade secret enforceable in the country where Customer acquired the Deployed Capacity from DELL paying: (1) the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by DELL EMC. In addition, should any Deployed Capacity or Support Service become, or in likely to become, the subject of such a Claim, DELL EMC may, at its expense and in its discretion: (a) obtain a right for Customer to continue using the affected Deployed Capacity or Support Service; (b) modify the affected Deployed Capacity or Support Service to make them non-infringing; (c) replace the affected Deployed Capacity or Support Service with non-infringing substitutes; or (d) notify Customer to return the Deployed Capacity and discontinue Support Services, and, upon receipt thereof, refund the remaining portion, if any, of any pre-paid Flexible Consumption Fee. Except as otherwise provided by law, this Section 6 states -party intellectual property claim relating to Deployed Capacity or Support Services, and nothing in this Master Agreement or elsewhere will obligate DELL EMC to provide any greater indemnity. B. Exclusions from Indemnity. DELL EMC has no obligation under Section 6.1 above: (a) if Customer is in material breach of this Master Agreement; or (b) for any Claim resulting or arising from: (1) any combination, operation or use of a Deployed Capacity or Support Service with any other products, services, items or technology, including Third Party Products and open source software; (2) use for a purpose or in a manner for which the Deployed Capacity or Support Service was not designed, or use after DELL EMC notifies Customer to cease such use due to a possible or pending Claim; (3) any modification to the Deployed Capacity or Support Service made by any person other than DELL EMC or its authorized representatives; (4) any modification to the Deployed Capacity or Support Service made by DELL EMC pursuant to instructions, designs, specifications or any other information provided to DELL EMC by or on behalf of Customer; (5) use of any version of a Deployed Capacity when an upgrade or newer iteration of the Deployed Capacity or Support Service made available by DELL EMC would have avoided the infringement; (6) services provided by Customer (including Claims seeking damages based on any (7) any data or information that Customer or a third party records on or utilizes in connection with the Deployed Capacity or Support Services. C. Indemnification Processand indemnify under this section is contingent upon Customer: (a) sending prompt written notice of the Claim to DELL EMC and taking reasonable steps to mitigate damages; (b) granting to DELL EMC the sole right to control the defense and resolution of the Claim; and (c) cooperating with DELL EMC in the defense and resolution of the Claim and in mitigating any damages. 7. LIMITATION OF LIABILITY. A. Limitation on Direct Damages. EXCEPT FOR RTY LIABILITY FOR ANY CLAIM ARISING UNDER THIS MASTER AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE FLEXIBLE CONSUMPTION FEES FOR THE DEPLOYED CAPACITY, SUPPORT SERVICES, OR BOTH TO WHICH THE CLAIM RELATES PAID DURING Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1Page 48 of 58
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CLAIM IS MADE, EXCLUDING AMOUNTS RECEIVED AS REIMBURSEMENT OF EXPENSES OR PAYMENT OF TAXES ACCRUED.B. No Indirect Damages. EXCEPT WITH RESPECT TOINTELLECTUAL PROPERTY RIGHTS, NEITHERCUSTOMER NOR DELL EMC SHALL HAVE LIABILITYTO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES(INCLUDING, BUT NOT LIMITED TO, LOSS OFPROFITS, REVENUES, DATA AND/OR USE), EVEN IFADVISED OF THE POSSIBILITY THEREOF.C. Limitation Period. All claims must be made within () thetime period specified by applicable law; or (ii) eighteen (18)months after the cause of action accrues if (a) no suchperiod is specified at law; or (b) the applicable law allowsthe parties to agree to a shorter period than that specifiedtherein.8. CONFIDENTIALITY.A. Existing Non-Disclosure Agreement: If Customer andDELL EMC have a non-disclosure agreement in place as ofthe date of this Master Agreement, then that non-disclosureagreement shall supersede this Section 8. Where no suchnon-disclosure agreement exists Section 8.B shall apply.B. Confidential Information.its confidentiality should by its nature be inferred or, ifdisclosed orally, is identified as being confidential at thetime of disclosure and, within two (2) weeks thereafter, issummarized, appropriately labeled and provided in tangibleform. Confidential Information does not include informationthat is (i)without prior obligation of confidentiality from the disclosingparty; (ii) a matter of public knowledge; (iii) rightfullyfurnished to the receiving party by a third party withoutconfidentiality restriction; or (iv) independently developedby the receiving party without reference to the disclosingparty's Confidential Information. Each party shall (a) useConfidential Information of the other party only for thepurposes of exercising rights or performing obligations inconnection with this Master Agreement or any Schedule orpurchase order hereunder; and (b) protect from disclosureto any third parties, by use of a standard of care equivalentto that as used by recipient to protect its own information ofa similar nature and importance, and, no less than the useof reasonable care, any Confidential Information disclosedby the other party for a period commencing upon the dateof disclosure until three (3) years thereafter, except withrespect to (1) Customer Data to which DELL EMC mayhave access in connection with the provision of Services,which shall remain Confidential Information until one of theexceptions stated in the above definition of Confidential Information applies; and (2) Confidential Information that constitutes, contains or reveals, in whole or in part, DELL EMC proprietary rights, which shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, the receiving party and its assignees may disclose Confidential Information to (A) other companies within the visors, banks and agents for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such group companies, advisors, banks and agents comply with the foregoing; (B) to any third party for the purposes of raising funds secured on or collateralised by this Master Agreement and/or any Schedule (whether by way of bank loan or any other form of financing or fundraising or funding process); and (C) to the extent required by law, court order or regulation. 9. TRADE COMPLIANCE.Support Services and access to related technology (the-export, or transfer. Customer is subject to and responsiblefor compliance with the export control and economicsanctions laws of the United States and other applicablejurisdictions. Materials may not be used, sold, leased,exported, imported, re-exported, or transferred except as incompliance with such laws, including, without limitation,export licensing requirements, end-user, end-use, and end-destination restrictions, and prohibitions on dealings withsanctioned individuals and entities, including but not limitedto persons on the Office of Foreign Assets Control'sSpecially Designated Nationals and Blocked Persons Listor the U.S. Department of Commerce Denied Persons List.Customer represents and warrants that it is not the subjector target of, and that Customer is not located in a countryor territory (including without limitation, North Korea, Cuba,Iran, Syria, and Crimea) that is the subject or target of,economic sanctions of the United States or other applicablejurisdictions.10. TERM; APPROPRIATION OF FUNDS; EVENTS OFDEFAULT; REMEDIES.A. Master Agreement Term.This Master Agreementcommences on its Effective Date, and unless otherwiseterminated as set forth below, shall terminate forconvenience when a party sends written notice oftermination, which notice shall become effective forty-five(45) days after receipt thereof. Such termination shall notterminate any Schedule already in effect at the time thereofand shall not impact any renewal provisions of suchSchedules. Any provision that by its nature or context isintended to survive any termination or expiration, includingbut not limited to provisions relating to payment and liability,shall so survive. Unless earlier terminated pursuant to itsterm, each Schedule shall commence and expire inaccordance with its terms.B. Appropriation of Funds.(i) Customer reasonably believes that legally availablefunds in an amount sufficient to make all Monthly Flexible Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 49 of 58
Consumption Fees during the Flexible Consumption Period defined in Table 3.3 on each applicable Schedule and will do all things lawfully within its power (notwithstanding its right to self rule) to obtain and maintain funds from which Monthly Flexible Consumption Fees may be paid. The parties intend that the obligation of Customer to pay the Monthly Flexible Consumption Fee and other amounts due under a Schedule constitutes a current expense of Customer and is not to be construed to be a debt in contravention of any applicable constitutional or statutory limitation on the creation of indebtedness or as a pledge of (ii) Customer may terminate a Schedule in whole, but not in of the then current Fiscal Period (as defined in the documentation as reasonably requested by and provided to DELL EMC) certifying that: (1) sufficient funds were not or will not otherwise be available to continue the Schedule beyond the current Fiscal Period; and (2) that Customer has exhausted all funds legally available for payment of the Monthly Flexible Consumption Fee beyond the current Fiscal Period. Upon termination of the Schedule, that expressly survive the end of the Flexible Consumption Period) and any interest in the Deployed Capacity shall cease and Customer shall surrender the Deployed Capacity in accordance with Section 3.F and/or if requested by DELL EMC, assemble the Deployed Capacity in a single location designated by DELL EMC granting DELL EMC the right to enter the premises where such Deployed Capacity is located for the purpose of repossession; free from all claims by Customer; provided that the parties shall reasonably cooperate to enable Customer to migrate and erase its data and for DELL EMC to recover such Deployed Capacity. Customer shall be responsible for the payment of the actual documented price of any component(s) of the DELL EMC Deployed Capacity not returned by Customer and for any damage to the DELL EMC Deployed Capacity beyond normal wear and tear. DELL EMC shall take reasonable steps to protect Customer Data for thirty (30) days after recovery of Deployed Capacity under this Subsection B. (iii) Notwithstanding the foregoing, Customer agrees that, without creating a pledge, lien or encumbrance upon funds available to Customer in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of a Schedule, including making budget requests for each Fiscal Period during each applicable Flexible Consumption Period for adequate funds to meet its obligations hereunder and to continue the Schedule in force. C. Events of Defaultunder Section 10 B. to non-appropriate, the occurrence of any of the following in connection with the MFCA, any Schedule, or any amendments to either of the foregoing documents, shall constitute an Event of Default: (i) Customer shall fail to pay the Monthly Flexible Consumption Fee within thirty (30) days of its due date; (ii) Customer shall fail to perform any provision, covenant, condition or agreement, and such failure shall continue for thirty (30) days after notice thereof; or (iii) bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation, or other similar proceedings shall be instituted by or against Customer or all or any part of its property under the Federal Bankruptcy Code or other law of the United States or any state or jurisdiction in which Customer is organized, and it shall consent thereto or shall fail to cause the same to be discharged within sixty (60) days. D. Remedies. If an Event of Default shall occur, DELL EMC may exercise any one or more of the following remedies: (i) immediately terminate any or all Schedules; (ii) by notice in writing to Customer, declare immediately due and payable, and Customer shall be obliged to pay immediately, (1) all past due Monthly Flexible Consumption Fees and other past due amounts plus (2) as the parties agreed upon pre-estimate of damages and not a penalty, all Monthly Flexible Consumption Fees for the Monthly Committed Capacity for the remainder of the Flexible Consumption Period with clause (2) being discounted to present value using the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of the applicable Schedule and (iii) require Customer to Return any or all Deployed Capacity as provided in Section 3G and/or if requested by DELL EMC, assemble the Deployed Capacity in a single location designated by DELL EMC granting DELL EMC the right to enter the premises where such Deployed Capacity is located for the purpose of repossession; free from all claims by Customer; provided that the parties shall reasonably cooperate to enable Customer to migrate and erase its data and for DELL EMC to recover such Deployed Capacity. Customer shall be responsible for the payment of the actual documented costs retaking possession of the Deployed Capacity and/or seeking to recover amounts due. DELL EMC shall take reasonable steps to protect Customer Data for thirty (30) days after recovery of Deployed Capacity under this Subsection D. 11. MISCELLANEOUS. A. Notices. Notice to DELL EMC under this Master Agreement or any related transaction must be in writing and sent (i) by registered or certified mail, postage prepaid first-class mail with return receipt requested; or (ii) by overnight delivery service with verification of receipt, to the address below; or (iii) by electronic mail to: [email protected]. All such notices will be effective upon receipt. Dell EMC Attn: Contracts Manager Dell Legal Department Contract No.: MHEC-04152022
DELL EMC SLED MFCA Rev 20201005 - 1 Page 50 of 58
One Dell Way, Round Rock, TX 78682B. Entire Agreement. This Master Agreement, applicable Schedule(s) and each purchase order (i) comprise the complete statement of the agreement of the parties with regard to the subject matter thereof; and (ii) may be modified only in a writing with evidence of acceptance by both parties. All terms of any purchase order or similar document provided by Customer, that are inconsistent or conflict with this Master Agreement and/or Schedule, shall be null and void and of no legal force or effect, C. Assignment and Change in Control. The assignment or transfer, whether by operation of law or otherwise, of a shall require the consent of the other party. However, such consent shall not be required of Customer if the assignment or transfer involves (i) assignment by DELL EMC or its assignee of the right to receive payments and related rights due by Customer (iii) the purchase of all or substantially all any deemed assignment or transfer by DELL EMC by reason of merger, consolidation, change-in-control or corporate reorganization. DELL EMC may use its direct or indirect subsidiaries or other sufficiently qualified subcontractors to provide Services to Customer, provided that DELL EMC remains responsible to D. Governing Law. This Master Agreement is governed by the laws of the State in which Customer is located. Subject to applicable state and local laws, the exclusive venue for all litigation arising between the parties related to this Agreement and any Schedules issued hereunder shall be in the federal courts sitting within the State in which Customer is located. BOTH PARTIES HEREBY WAIVE TRIAL BY JURY. E. Waiver. Failure to enforce a provision of this Master Agreement will not constitute a waiver. F. Independent Contractors. The parties shall act as independent contractors for all purposes under this Master Agreement. Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other. G. Financial Statements. In addition to providing the Documentation that may be requested by DELL EMC under Section 5D(i) above, Customer agrees to furnish with generally accepted accounting principles) and other financial information, relating to a Schedule within five (5) Business Days as DELL EMC may from time to time reasonably request and subject to the applicable confidentiality terms as provided for in Section 8. H. Severability. If any part of this Master Agreement, Schedule, purchase order, or quote is held unenforceable, the validity of all remaining parts will not be affected. I. Order of Precedence. In the event of a conflict between the provisions of the documentation related to this MFCA, the order of precedence with respect to the term in conflict will be: (a) the terms of a Schedule (as amended); (b) the terms of this MFCA (as amended) In the event of a conflict between the terms of the MFCA and any Prime Contract, the MFCA shall prevail. In Witness Whereof, the parties have caused their duly authorized representatives to execute this Master Agreement as of the Effective Date. By:________________________________________ By:________________________________________ Name (Print):_______________________________ Name (Print):_______________________________ Title:_______________________________________ Title:_______________________________________ Contract No.: MHEC-04152022

Page 51 of 58 ends

APEX FLEX ON DEMAND SCHEDULE TO THE MASTER FLEXIBLE CONSUMPTION AGREEMENTSUPPLEMENTAL TERMS AND CONDITIONS PUBLIC SECTOR ONLY For DELL EMC Use Only Contract ID Flexible Consumption Schedule (Flex on Demand) U.S. STATE & LOCAL GOVERNMENT This Flexible Consumption Schedule (the CustomerDELL EMCis subject to the terms of this Schedule and the Governing Agreement identified below. 7Effective Date: ________________ Governing Agreement: Agreement with DELL EMC dated on or about: _________ EMC CORPORATION 176 SOUTH STREET HOPKINTON MA 01748 Name of Customer: [xxxxx] Xxxx Xxxxxxx 1. Effective Date, Commencement Date. 1.1 Schedule Effective Date and Transaction Start Date. This Schedule expresses the current understanding of DELL EMC and Customer with regard to the Deployed Capacity listed on the Attachment 1 hereto. This Schedule, when signed by DELL EMC and Customer takes effect as of the Effective Date shown above. 1.2. Commencement Date. The Flexible Consumption Period shall begin on either (i) the first day of the first month following the date the Deployed Capacity has been installed at the Installation Site, or, if Customer delays the installation process or if Custfacility is not prepared for the installation of Deployed Caarrival at the Installation Site (as applicable, the ). 2. Services. 2.1 Deployed Capacity. The Deployed Capacity subject to this Schedule is listed on the Attachment 1 hereto. 2.2 Unit of Measure for Software. A complete description of the Unit of Measure applicable to each unit of Software listed on the Attachment 1 is contained in the Software Use Rights Guide at https://www.dellemc.com/content/dam/digitalassets/active/en/unauth/manual-warranty-informations/products/data-protection/h2483-sw-use-rights.pdf 2.3 Support Services. The following Table 2.3 specifies the level of Support Services to be provided for all Deployed Capacity during the Flexible Consumption Period. Table 2.3 Level of Support Services Support Services Level is: Xxxxxxxxxxx 2.4 Support Services Terms. Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport for Enterprise: https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/offering-overview-documents/services/h16453-dellemc-prosupport-mc-option.pdf. Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport Plus for Enterprise: https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/offering-overview-documents/services/h16454-dellemc-prosupport-plus-option.pdf.

Contract No.: MHEC-04152022

Page 52 of 58 ends

Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport One for Data Center: https://www.delltechnologies.com/content/dam/documents-and-videos/dv1/en/services/support/legal-pricing/dell-emc-prosupport-one-for-data-center.pdf. 3. BILLING/METRICS. PURCHASE ORDER, FLEXIBLE CONSUMPTION PERIOD AND RENEWALS. 3.1 Billing Metrics and Flexible Consumption Period. Customer is authorized to use all or a portion of the Deployed Capacity and receive Support Services thereon only during the Flexible Consumption Period as described in Table 3.3 below. During the Flexible Consumption Period, DELL EMC will measure the usage of the Deployed Capacity on a daily basis and issue a monthly invoice, in arrears, to Customer that reflects the amount of average usage during the prior month. The monthly Flexible Consumption Fee for usMonthly Committed Capacity(use of the The Metered Total Capacity, Monthly Committed Capacity and Reserve Capacity are measured by means of the following metric: 3.2 Capacities and Asset Metering. Prior to Billing, Dell EMC will provide Customer a monthly usage report, which reflects both the Metered Total Capacity of the Deployed Capacity and the Monthly Committed Capacity as a Percentage of that Metered Total Capacity. configuration in the applicable environment. Monthly reports will reflect the Metered Total Capacity of Deployed Capacity as reported by the asset and will scale the Monthly Committed Capacity in line with the Monthly Committed Capacity as a Percentage of Metered Total Capacity (see table 3.3). The committed Monthly Flexible Consumption Fee, the Monthly Unit Rate (Charge per GiB per Month) and the Monthly Committed Capacity as a Percentage of Metered Total Capacity remain fixed. 3.3 Rate, Billing Period and Flexible Consumption Fee; Reserve Capacity Cap. Table 3.3 sets forth the Billing Period, Monthly Unit Rate, the Flexible Consumption Period and Fee for the Monthly Committed Capacity. The Flexible Consumption Fee per Billing Period is the sum of the fee for the Monthly Committed Capacity and plus the fee for the Reserve Capacity, if any, used during that Billing Period. These fees are calculated by multiplying the applicable amount of use by the Monthly Unit Rate. In no event shall the Flexible Consumption Fee for any Billing Period be less than that which would apply to the Monthly Committed Capacity. Without limiting the foregoing, Customer is responsible to pay DELL EMC the fees for the Monthly Committed Capacity in accordance with the terms and s not greater than the Monthly Committed Capacity, no Reserve Capacity fee shall be due. If the monthly use exceeds the Monthly Committed Capacity, DELL EMC shall calculate the amount of the Reserve Capacity usage, using the Monthly Unit Rate set forth in Table 3.3 and include the amount in the next monthly invoice issued by DELL EMC. Table 3.3 Billing Information Flexible Consumption Period begins on The Commencement Date Flexible Consumption Period duration is: xxxxx (xx) months, but continues thereafter on a month-to-month basis until all Deployed Capacity is made available for pick-up by DELL EMC. Billing Period Monthly (in arrears) Monthly Committed Capacity as a Percentage of Metered Total Capacity Xxxx Monthly Unit Rate (Charge per GiB per Month) Xxxxx Monthly Flexible Consumption Fee for Monthly Committed Capacity Xxxxx Dell EMC shall charge Customer the Monthly Unit Rate for use of Reserve Capacity above the Monthly Committed Capacity up to eighty-finterruption of monitoring when customer is at fault (Section 2.F of the MFCA), or (ii) Customer is in default of this Schedule, where in either case Dell EMC will continue to invoice for use up to 100%. Dell EMC shall issue invoices referencing this Schedule. 3.4 Purchase Order Requirements. Flexible Consumption Fee for the Monthly Committed Capacity multiplied by the number of months in the Flexible Consumption Period. That minimum amount of the purchase order is shown in Table 3.4 below. Customer shall pay all invoices for Flexible Consumption Fees, including, but not limited to, those that contain charges for use of Reserve Capacity, regardless of whether or not such amounts exceed the amount of n Fee, then DELL EMC will notify and discuss the situation with Customer. Upon agreement on the additional funds, Customer shall promptly issue a related purchase order for that additional amount.

Contract No.: MHEC-04152022

Page 53 of 58 ends

Table 3.4 Purchase Order Amount Customer Purchase Order amount is: $X,XXX,XXX3.5 Increasing Monthly Committed Capacity/Flexible Consumption Period. During the Flexible Consumption Period, Customer may increase (i) its Monthly Committed Capacity; or (ii) both the duration of the Flexible Consumption Period and the Monthly Committed Capacity at the applicable Monthly Unit Rates stated in Table 3.5 below. To do so, Customer must agree to the increase in an amendment to this Schedule. When DELL EMC and Customer have agreed on the increase, DELL EMC shall prepare and send an amendment to Customer using the pricing in Table 3.3. The parties shall indicate their acceptance by signing the amendment and DELL EMC shall invoice Customer based on the new pricing pursuant to the amendment. When extending the duration of the FlexibleConsumption Period, the revised duration continues to be measured from the original Commencement Date of the Flexible Consumption Period. If the duration of Flexible Consumption Period was thirty (36) months and the amendment adds six (6) months, then the new Flexible Consumption Period is a total of forty-two (42) months, beginning on the original starting date. The revised Monthly Unit Rate commences on the first day of the first month following the month in which the amendment becomes effective. In no event shall the amendment have any retroactive effect.Table 3.5 Pricing for Increases Monthly Committed Capacity/Flexible Consumption Period3.6 Renewal and/or Month-to-Month Extension. Prior to the expiration of the applicable Flexible Consumption Period, Customer shall notify DELL EMC that Customer no longer wishes to use the Deployed Capacity. Customer shall completely migrate its informationand data off of the Deployed Capacity and establish a mutually convenient date, coinciding with the end of a Billing Period, when the Deployed Capacity will be returned to DELL EMC. However, until Customer notifies DELL EMC that Customer has removed its data and the Deployed Capacity has been returned, Customer shall continue to pay the then currently applicable Flexible Consumption Fee on a month-to-month basis. In order to implement a new agreement, Customer must issue a new purchase order that complies with the requirements of the new agreement. Customer agrees to pay all charges incurred on a month-to-month extension regardless of whether or not it has issued a purchase order to DELL EMC.4. DELIVERY, INSTALLATION AND IDENTIFICATION.4.1 Delivery. -below. Where Software is provided in a form that is embedded on the Equipment, DELL EMC will enable any required license keys (meaning information needed to enable activation and use of the Software) by electronic means.4.2 Deployment Services. Deployed Services, subject to this Schedule, are listed on the Attachment 1 hereto. Other services, may be made available under a separate contract signed by the parties.4.3. Shipment and Installation Site(s).Table 4.3 Shipment and Installation Site(s).Licensed Software Ship-To Address (one address): Installation Site(s), if any:5. Miscellaneous. Unless otherwise set forth above, the terms and conditions of the Governing Agreement shall apply to, and shallbe considered incorporated into, this Schedule. The terms and conditions in this Schedule are deemed to be confidential informationin accordance with the Governing Agreement. In the event of the assignment of this Schedule by DELL EMC, the assignee shallbut none of its obligations, and upon receipt by Customer of written notice of any suchassignment, Customer shall make all Flexible Consumption Fee payments thereafter becoming due under any assigned Scheduleto such assignee, and in regards to the Committed Capacity portion of that Fee, without regard to any set-off, defense or counterclaim that Customer may have against DELL EMC or any third party. Customer and DELL EMC agree that a signed Schedule may

Contract No.: MHEC-04152022

Page 54 of 58 ends

be amended by written notice from DELL EMC to Customer provided such notice is to correct the serial (or service tag) number of Deployed Capacity. The parties have caused their authorized representatives to sign and this Schedule becomes effective as of the Effective Date. By (Sign): By (Sign): Name (Print): Name (Print): Title: Title:

Contract No.: MHEC-04152022-

Page 55 of 58 ends

Attachment 1 Product list to be added
Contract No.: MHEC-04152022-

Page 56 of 58 ends

Exhibit D APEX Service Offering APEX Service Offering Descriptions Dell Technologies Cloud Platform (DTCP) with Subscription Terms governing DTCP with Subscription: www.dell.com/learn/us/en/uscorp1/legal_terms- conditions_dellwebpage/global-cloud-purchase-terms Hybrid Cloud - Service Offering Description: https://www.delltechnologies.com/en-gb/collaterals/unauth/legal- documents/solutions/dtcp-offerings-description.pdf Private Cloud - Service Offering Description: https://www.delltechnologies.com/en-gb/collaterals/unauth/legal- documents/solutions/dtcp-private-cloud-offering-description.pdf N APEX Storage-as-Service Terms governing Project APEX Storage-as-a-Service: www.dell.com/learn/us/en/uscorp1/legal_terms- conditions_dellwebpage/global-cloud-purchase-terms Project APEX Storage-as-a-Service Service Offering Description: https://i.dell.com/sites/csdocuments/Legal_Docs/en/us/projectapex _staas_serviceofferingdescription.pdf N Proprietary to Dell Financial Services, LLC
Dell Financial Services and Pharos Financial ServicesComplete Sample Document PackageDATE Exhibit E Leasing and Finance Information
Proprietary to Dell Financial Services, LLC
Dell Financial Services Public Master Lease Agreement DATE

Reference: Page 1 of 5 Master Lease Agreement Public NOV2018 EFFECTIVE DATE: MASTER LEASE AGREEMENT NO. LESSOR: DELL FINANCIAL SERVICES L.L.C. Mailing Address: One Dell Way Round Rock, TX 78682LESSEE: Principal Address: Fax: Attention: This Master Lease Agreement ("Agreement"), effective as of the Effective Date set forth above, is between the Lessor and Lessee named above. Capitalized terms have the meaning set forth in this Agreement. 1. LEASE.Lessor hereby leases to Lessee and Lessee hereby leases the equipment (Products), Software (defined below), and services or fees, where applicable, as described in any lease schedule ("Schedule"). Each Schedule shall incorporate by reference the terms and conditions of this Agreement and contain such other terms as are agreed to by Lessee and Lessor. Each Schedule shall constitute a separate lease of Products ("Lease"). In the event of any conflict between the terms of a Schedule and the terms of this Agreement, the terms of the Schedule shall prevail. Lessor reserves all rights to the Products not specifically granted to Lessee in this Agreement or in a Schedule. Execution of this Agreement does not create an obligation of either party to lease to or from the other. 2. ACCEPTANCE DATE; SCHEDULE. (a) Subject to any right of return provided by the Product seller (Seller), named on the Schedule, Products are deemed to have been irrevocably accepted by Lessee upon delivery to Lessee's ship to location (Acceptance Date). Lessee shall be solely responsible for unpacking, inspecting and installing the Products. (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees to sign or otherwise authenticate (as defined under the Uniform Commercial Code, UCC) and return each Schedule by the later of the Acceptance Date or five (5) days after Lessee receives a Schedule from Lessor. If the Schedule is not signed or otherwise authenticated by Lessee within the time provided in the prior sentence, then upon written notice from Lessor and Lessees failure to cure within five (5) days of such notice, Lessor may require the Lessee to purchase the Products by paying the Product Cost charged by the Seller, plus any shipping charges, Taxes or Duties (defined below) and interest at the Overdue Rate accruing from the date the Products are shipped through the date of payment. If Lessee returns any leased Products in accordance with the Sellers return policy, it will notify Lessor. When Lessor receives a credit from the Seller for the returned Product, the Schedule will be deemed amended to reflect the return of the Product and Lessor will adjust its billing records and Lessees invoice for the applicable Lease. In addition, Lessee and Lessor agree that a signed Schedule may be amended by written notice from Lessor to Lessee provided such notice is (i) to correct the serial (or service tag) number of Products or (ii) to adjust the related Rent (defined below) on the Schedule (any increase up to 15% or any decrease) caused by any change made by Lessee in Lessees order with the Seller. 3. TERM. The initial term (the Primary Term) for each Lease shall begin on the date set forth on the Schedule as the Commencement Date (the Commencement Date). The period beginning on the Acceptance Date and ending on the last day of the Primary Term, together with any renewals or extensions thereof, is defined as the "Lease Term". The Lease is non-cancelable by Lessee, except as expressly provided in Section 5. 4. RENT; TAXES; PAYMENT OBLIGATION. (a) The rental payment amount ("Rent") and the payment period for each installment of Rent (Payment Period) shall be stated in the Schedule. A prorated portion of Rent calculated based on a 30-day month, 90-day quarter or 360-day year (as appropriate) for the period from the Acceptance Date to the Commencement Date shall be added to the first payment of Rent. All Rent and other amounts due and payable under this Agreement or any Schedule shall be paid to Lessor in lawful funds of the United States of America at the payment address for Lessor set forth above or at such other address as Lessor may designate in writing from time to time. Whenever Rent and other amounts payable under a Lease are not paid when due, Lessee shall pay interest on such amounts at a rate equal to the lesser of 1% per month or the highest such rate permitted by applicable law (Overdue Rate). Rent shall be due and payable whether or not Lessee has received an invoice showing such Rent is due. Late charges and reasonable attorneys fees necessary to recover Rent and other amounts owed hereunder are considered an integral part of this Agreement. The rate factors used for the calculation of the payment are based in part on similar or like term swap or T-bill rates as published by the US Federal Reserve Board. In the event the applicable rates change between Lessor initially providing the rate factors and the commencement of a Schedule, Lessor reserves the right to change the applicable rate factor commensurate with the change in the applicable rates. (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee shall pay sales, use, excise, purchase, property, added value or other taxes, fees, levies or assessments lawfully assessed or levied against Lessor or with respect to the Products and the Lease (collectively Taxes), and customs, duties or surcharges on imports or exports (collectively, Duties), plus all expenses incurred in connection with Lessors purchase and Lessees use of the Products, including but not limited to shipment, delivery, installation, and insurance. Unless Lessee provides Lessor with a tax exemption certificate acceptable to the relevant taxing authority prior to Lessors payment of such Taxes, Lessee shall pay to Lessor all Taxes and Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for estimated personal property tax with the Rent Payment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Products. (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR

Reference: Page 2 of 5 Master Lease Agreement Public NOV2018 POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for any reason, Lessee shall make its claim solely against the Seller of such Product (or the Licensor in the case of Software, as defined below) and shall nevertheless pay Lessor or its assignee all amounts due and payable under the Lease. 5. APPROPRIATION OF FUNDS. (a) Lessee intends to continue each Schedule for the Primary Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Primary Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which the Rent and other amounts due may be paid. (b) Lessee may terminate a Schedule in whole, but not in part by giving at least sixty (60) days notice prior to the end of the then current Fiscal Period (as defined in the Lessees Secretary/Clerks Certificate provided to Lessor) certifying that: (1) sufficient funds were not appropriated and budgeted by Lessees governing body or will not otherwise be available to continue the Lease beyond the current Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent beyond the current Fiscal Period. Upon termination of the Schedule, Lessees obligations under the Schedule (except those that expressly survive the end of the Lease Term) and any interest in the Products shall cease and Lessee shall surrender the Products in accordance with Section 8. Notwithstanding the foregoing, Lessee agrees that, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of a Schedule, including making budget requests for each Fiscal Period during each applicable Lease Term for adequate funds to meet its Lease obligations and to continue the Schedule in force.. (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent and other amounts due under a Lease constitutes a current expense of Lessee and is not to be construed to be a debt in contravention of any applicable constitutional or statutory limitation on the creation of indebtedness or as a pledge of funds beyond Lessees current Fiscal Period. 6. LICENSED MATERIALS. Software means any operating system software or computer programs included with the Products (collectively, Software). Licensed Materials are any manuals and documents, end user license agreements, evidence of licenses, including, without limitation, any certificate of authenticity and other media provided in connection with such Software, all as delivered with or affixed as a label to the Products. Lessee agrees that this Agreement and any Lease (including the sale of any Product pursuant to any purchase option) does not grant any title or interest in Software or Licensed Materials. Any use of the terms "sell," "purchase," "license," "lease," and the like in this Agreement or any Schedule with respect to Software shall be interpreted in accordance with this Section 6. 7. USE; LOCATION; INSPECTION. Lessee shall: (a) comply with all terms and conditions of any Licensed Materials; and (b) possess and operate the Products only (i) in accordance with the Seller's supply contract and any service provider's maintenance and operating manuals, the documentation and applicable laws; and (ii) for the business purposes of Lessee. Lessee agrees not to move Products from the location specified in the Schedule without providing Lessor with at least 30 days prior written notice, and then only to a location within the continental United States and at Lessee's expense. Without notice to Lessor, Lessee may temporarily use laptop computers at other locations, including outside the United States, provided Lessee complies with the United States Export Control Administration Act of 1979 and the Export Administration Act of 1985, as those Acts are amended from time to time (or any successor or similar legislation). Provided Lessor complies with Lessee's reasonable security requirements, Lessee shall allow Lessor to inspect the premises where the Products are located from time to time during reasonable hours after reasonable notice in order to confirm Lessee's compliance with its obligations under this Agreement.

8. RETURN. At the expiration or earlier termination of the Lease Term of any Schedule, and except for Products purchased pursuant to any purchase option under the Lease, Lessee will (a) remove all proprietary data from the Products and (b) return them to Lessor at a place within the contiguous United States designated by Lessor. Upon return of the Products, Lessee`s right to the operating system Software in returned Products will terminate and Lessee will return the Products with the original certificate of authenticity (attached and unaltered) for the original operating system Software. Lessee agrees to deinstall and package the Products for return in a manner which will protect them from damage. Lessee shall pay all costs associated with the packing and return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lessee fails to return all of the Products at the expiration of the Lease Term or earlier termination (other than for non-appropriation) in accordance with this Section, the Lease Term with respect to the Products that are not returned shall continue to be renewed as described in the Schedule. 9. RISK OF LOSS; MAINTENANCE; INSURANCE. (a) From the date the Products are delivered to Lessee's ship to location until the Products are returned to Lessor's designated return location or purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage to the Products; (ii) to maintain the Products in good operating condition and appearance, ordinary wear and tear excepted; (iii) to comply with all requirements necessary to enforce all warranty rights; and (iv) to promptly repair any repairable damage to the Products. During the Lease Term, Lessee at its sole discretion has the option to purchase a maintenance agreement from the provider of its choice (including, if it so chooses, to self-maintain the Products) or to forgo such maintenance agreement altogether; regardless of Lessee's choice, Lessee will continue to be responsible for its obligations as stated in the first sentence of this Section. At all times, Lessee shall provide the following insurance: (x) casualty loss insurance for the Products for no less than the Stipulated Loss Value (defined below) naming Lessor as loss payee; and (y) liability insurance with respect to the Products for no less than an amount as required by Lessor, with Lessor named as an additional insured; and (z) such other insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessors prior written consent, Lessee may provide this insurance pursuant to Lessees existing self-insurance policy or as provided for under state law. Lessee shall provide Lessor with either an annual certificate of third party insurance or a written description of its self-insurance policy or relevant law, as applicable. The certificate of insurance will provide that Lessor shall receive at least ten (10) days prior written notice of any material change to or cancellation of the insurance policy or Lessees self-insurance program, if previously approved by Lessor. If Lessee does not give Lessor evidence of insurance in accordance with the standards herein, Lessor has the right, but not the obligation, to obtain such insurance covering Lessors interest in the Products for the Lease Term, including renewals. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse Lessor for the insurance premium and Lessors then current insurance administrative fee. (b) If the Products are lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of such Products (Casualty Products), Lessee shall promptly (i) notify Lessor of the same and (ii) pay to Lessor the Stipulated Loss Value for the Casualty Products. The Stipulated Loss Value is an amount equal to the sum of (a) all Rent and other amounts then due and owing (including interest at the Overdue Rate from the due date until payment is received) under the Lease, plus (b) the present value of all future Rent to become due under the Lease during the remainder of the Lease Term, plus (c) the present value of the estimated in place Fair Market Value of the Product at the end of the Primary Term as determined by Lessor; plus (d) all other amounts to become due and owing during the remaining Lease Term. Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be calculated using the federal funds rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule. The discount rate applicable to tax-exempt Schedules shall be federal funds Reference: Page 3 of 5 Master Lease Agreement Public NOV2018 rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule less 100 basis points. 10. ALTERATIONS. Lessee shall, at its expense, make such alterations to Products during the Lease Term as are legally required or provided at no charge by Seller. Lessee may make other alterations, additions or improvements to Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the Products. Upon the return of any Product to Lessor, any alteration, addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents, warrants and covenants to Lessor and will provide to Lessor at Lessors request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time Lessee enters into this Agreement and each Schedule that: (a) Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or any Schedule, with full power and authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by Lessee of the Agreement or any Schedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and other state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, order, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; (g) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best of Lessee's knowledge and belief is there any basis therefor, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of the Products, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessee's governmental or proprietary functions consistent within the permissible scope of Lessee's authority; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under this Agreement and any Schedule during the current Fiscal Period, and such funds have not been expended for other purposes. 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; FINANCE LEASE. (a) Provided no Event of Default has occurred and is continuing, Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty and any right of return provided by any Seller. (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY PRODUCTS. (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. (d) Lessee agrees that it is the intent of both parties that each lease qualify as a statutory finance lease under Article 2A of the UCC. Lessee acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller for lease to Lessee or (ii) that Lessor has informed or advised Lessee, in writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products and that Lessee should contact the Seller for a description of any such rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 13. EVENTS OF DEFAULT. It shall be an event of default hereunder and under any Schedule ("Event of Default") if: (a) Lessee fails to pay any Rent or other amounts payable under this Agreement or any Schedule within 15 days after the date that such payment is due; (b) Any representation or warranty made by Lessee to Lessor in connection with this Agreement, any Schedule or any other Document is at the time made materially untrue or incorrect; (c) Lessee fails to comply with any other obligation or provision of this Agreement or any Schedule and such failure shall have continued for 30 days after notice from Lessor; (d) Lessee (i) is generally not paying its debts as they become due or (ii) takes action for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Lessee or its property and such petition is not dismissed within 60 days; or (e) Any provision of this Agreement ceases to be valid and binding on Lessee, is declared null and void, or its validity or enforceability is contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or Reference: Page 4 of 5 Master Lease Agreement Public NOV2018 security of Lessor, or Lessee denies any further liability or obligation under this Agreement; or (f) Lessee is in default under any other lease, contract, or obligation now existing or hereafter entered into with Lessor or Seller or any assignee of Lessor. 14. REMEDIES: TERMINATION (a) Upon an Event of Default under any Schedule all of Lessee's rights (including its rights to the Products), but not its obligations thereunder, shall automatically be cancelled without notice and Lessor may exercise one or more of the following remedies in its sole discretion: (i) require Lessee to return any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession; (ii) sell, lease or otherwise dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole discretion (a "Disposition"); (iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within 10 days after the date of Lessor's demand; or (iv) proceed by appropriate court action either at law or in equity (including an action for specific performance) to enforce performance by Lessee or recover damages associated with such Event of Default or exercise any other remedy available to Lessor in law or in equity. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re-furbishing, storage and Disposition of any or all Products (Default Expenses). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be exercised by Lessor separately or together. 15. QUIET ENJOYMENT. Lessor shall not interfere with Lessee's right to possession and quiet enjoyment of Products during the relevant Lease Term, provided no Event of Default has occurred and is continuing. Lessor represents and warrants that as of the Commencement Date of the applicable Schedule, Lessor has the right to lease the Products to Lessee. 16. INDEMNIFICATION. To the extent permitted by law, Lessee shall indemnify, defend and hold Lessor, its assignees, and their respective officers, directors, employees, representatives and agents harmless from and against, all claims, liabilities, costs or expenses, including legal fees and expenses (collectively, "Claims"), arising from or incurred in connection with this Agreement, any Schedule, or the selection, manufacture, possession, ownership, use, condition, or return of any Products (including Claims for personal injury or death or damage to property, and to the extent Lessee is responsible, Claims related to the subsequent use or Disposition of the Products or any data in or alteration of the Products. This indemnity shall not extend to any loss caused solely by the gross negligence or willful misconduct of Lessor. Lessee shall be responsible for the defense and resolution of such Claim at its expense and shall pay any amount for resolution and all costs and damages awarded against or incurred by Lessor or any other person indemnified hereunder; provided, however, that any person indemnified hereunder shall have the right to participate in the defense of such Claim with counsel of its choice and at its expense and to approve any such resolution. Lessee shall keep Lessor informed at all times as to the status of the Claim. 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. As between Lessor and Lessee, title to Products (other than any Licensed Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep Products free and clear of liens and encumbrances of any kind (except those arising through the acts of Lessor) and shall immediately notify Lessor if Lessor's interest is subject to compromise. Lessee shall not remove, cover, or alter plates, labels, or other markings placed upon Products by Lessor, Seller or any other supplier. 18. NON PERFORMANCE BY LESSEE. If Lessee fails to perform any of its obligations hereunder or under any Schedule, Lessor shall have the right but not the obligation to effect such performance and Lessee shall promptly reimburse Lessor for all out of pocket and other reasonable expenses incurred in connection with such performance, with interest at the Overdue Rate. 19. NOTICES. All notices shall be given in writing and, except for billings and communications in the ordinary course of business, shall be delivered by overnight courier service, delivered personally or sent by certified mail, return receipt requested, and shall be effective from the date of receipt unless mailed, in which case the effective date will be four (4) Business Days after the date of mailing. Notices to Lessor by Lessee shall be sent to: Dell Financial Services L.L.C., Attn. Legal Department, One Dell Way, Round Rock, TX 78682, or such other mailing address designated in writing by Lessor. Notice to Lessee shall be to the address on the first page of this Agreement or such other mailing address designated in writing by Lessee. 20. ASSIGNMENT. (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF LESSOR (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD). LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any way discharge Lessee's obligations to Lessor under this Agreement or Schedule. (b) Lessor may at any time without notice to Lessee, but subject to the rights of Lessee, transfer, assign, or grant a security interest in any Product, this Agreement, any Schedule, or any rights and obligations hereunder or thereunder in whole or in part. Lessee hereby consents to such assignments, agrees to comply fully with the terms thereof, and agrees to execute and deliver promptly such acknowledgments, opinions of counsel and other instruments reasonably requested to effect such assignment. (c) Subject to the foregoing, this Agreement and each Schedule shall be binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN , , AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY.

Reference: Page 5 of 5 Master Lease Agreement Public NOV2018

22. MISCELLANEOUS. (a) The headings used in this Agreement are for convenience only and shall have no legal effect. This Agreement shall be interpreted without any strict construction in favor of or against either party. (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the term or expiration of this Agreement or any Schedule. (c) Failure of Lessor at any time to require Lessee's performance of any obligation shall not affect the right to require performance of that obligation. No term, condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee (prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent (other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either Original or Counterpart Number 1. (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. (j) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to 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 Lessors 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 Lessees 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 Lessors 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. EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. Lessee BY: NAME: TITLE: DATE: Dell Financial Services L.L.C. Lessor BY: NAME: TITLE: DATE:

Reference: Page 1 of 3 Secretary Clerk Certificate - Public Internal UseConfidential Secretary/Clerk Certificate Instructions 1. In the blocks under paragraph (ii) with the headings NAME OF AUTHORIZED SIGNATORY, TITLE OF AUTHORIZED SIGNATORY and SIGNATURE OF AUTHORIZED SIGNATORY, all persons who are authorized to execute and deliver the Agreement and any related Lease Schedule(s) from time to time thereunder between the Public Entity and Customer should write or type his/her name under the Name of Authorized Signatory heading, write or type his/her title under the Title of Authorized Signatory heading, and sign his/her name under the Signature of Authorized Signatory heading in the block across from his/her name and title. The person(s) listed and executing in the blocks under paragraph (ii) must not be the same person executing the Certificate on behalf of the Public Entity (Clerk, Secretary, etc.) listed at the top of the Certificate and executing in the signature block at the bottom of the Certificate under the In Witness Whereof language; 2. The Clerk, Secretary, etc. should insert the Agreement No. in paragraph (iii), if known; 3. The Clerk, Secretary, etc. should strike paragraph (v) of the Certificate if this paragraph is not applicable to the Public Entity; 4. If paragraph (v) of the Certificate is applicable to the Public Entity, the Clerk, Secretary, etc. should insert regular or special in the first blank and then insert the date of the meeting of the governing body of the Public Entity in the second blank; 5. The Clerk, Secretary, etc. should write or type the Fiscal Period of the Public Entity in paragraph (ix); 6. The Clerk, Secretary, etc. should write or type his/her name, title, name and State of the Public Entity in the top portion of the Certificate and date, sign & print his/her name and title at the bottom of the Certificate under the In Witness Whereof language; and 7. If required by local law, the Certificate should be notarized by a notary public. The notary public should be a person other than the Clerk, Secretary, etc. executing under the In Witness Whereof language of the Certificate.

Reference: Page 2 of 3 Secretary Clerk Certificate - Public Internal UseConfidential SECRETARY/CLERK CERTIFICATE I, ____________________________________________, do hereby certify that: (i) I am the duly elected, qualified, and acting __________________________________ (Clerk, Secretary, etc.) of , a public entity (the Public Entity). (ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature appearing opposite each such persons name is his/her genuine signature: NAME OF AUTHORIZED SIGNATORY (cannot be Clerk/Secretary authenticating this certificate) TITLE OF AUTHORIZED SIGNATORY SIGNATURE OF AUTHORIZED SIGNATORY (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. (the Agreement) and any related Lease Schedules from time to time thereunder (the Schedules) between the Public Entity and Customer, or its assignee (collectively, Lessor), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called _____________ (regular or special) meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof held on the ______ day of ________________ by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith and authorizing the execution thereof has not been altered or rescinded by the Public Entity. (vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of Default, as defined in the Agreement, exists at the date hereof. (vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity. (viii) The Public Entity has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rent payments scheduled to come due during the first Fiscal Period and to meet the Public Entity's other obligations for the first Fiscal Period, as such terms are defined in the Agreement, and such funds have not been expended for other purposes.

Reference: Page 3 of 3 Secretary Clerk Certificate - Public Internal UseConfidential (ix) The Fiscal Period of the Public Entity is from ___________________ to ___________________. (x) The foregoing authority and information shall remain true and in full force and effect, and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation of same in whole or in part, has been delivered to Lessor, but in any event shall be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to Lessor of said written notice of said modification, rescission or revocation. IN WITNESS WHEREOF: By: _____________________________________________ Name: __________________________________________ Title: ____________________________________________ (Clerk or Secretary) Date: ___________________________________________ Subscribed to and sworn before me: Notary Public: _____________________________________. (Name) Date: ______________________________________________. My commission expires: ________________________________________.

Dell Financial ServicesBilling and Schedule InformationWelcome to Dell Financial Services (DFS). We look forward to establishing a long-lasting relationship with you and your team. To ensure your account is setup properly in our systems please provide the information below, working with your Accounts Pay-able team as needed. Once ready, return it to your DFS Sales Representative or send it to [email protected]. If you have any questions about the form, contact your representative. Thank you.I. Preparing Your A/P System to Remit DFS Payments:Below is the most commonly requested information by our customers to assist them in setting up their systems to successfullyremit DFS payments. If you require any other information, please contact your representative.ACH Instructions (preferred)Wire Transfer InstructionsPayee InformationJPMorgan Chase Bank, N.A.1 Chase Manhattan PlazaNew York, NY 10081DFS Accounts OnlyABA # 021000021Account # 432217011MUST INCLUDE CONTRACT & SCHEDULE NUMBER OR INVOICE NUMBEREmail remittance to [email protected] Chase Bank, N.A.1 Chase Manhattan PlazaNew York, NY 10081 DFS Accounts OnlyABA # 021000021Account # 432217011MUST INCLUDE CONTRACT & SCHEDULE NUMBER OR INVOICE NUMBEREmail remittance to [email protected] JPM Swift Code for international wires only: CHASUS33Dell Financial Services L.L.C. Payment Processing CenterFederal Tax ID# 74-2825828 PO Box 6549 Carol Stream, IL 60197-6549II. Your Company Information:Company Name:Physical Address (primary location):City, State, ZIP:Federal Tax ID:III. Schedules:Name of recipient(s) to receive monthly schedules for reconciliation:Attention: Email Address:Name of individual(s) that will sign schedules Attention: Title:Telephone Number: Email Address:Would you prefer to sign your documents electronically via Echosign? Yes No (not available to Public entities)Do any of the following criteria need to appear on your schedule?* Cost Center Equipment Type Equipment Location PO Number*Invoices will follow the format of the schedule and include a breakout of the items above if requested.IV. Purchase Orders:Your PO should be issued to Dell Financial Services L.L.C.If you are unable to issue purchase orders to DFS please specify how the PO Number will be issued:Do you utilize blanket PO Numbers? Yes NoDFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements,please contact your DFS Sales representative.Is board approval necessary? Yes No If yes, when are meetings held?Fiscal Year is from to VIII. Additional Tax Information:Sales/Use Tax Exemption:-icates intended for Leases should be issued to Dell Financial Services L.L.C., and those for Loans should be issued to the productvendor. Where required, sales/use taxes will be assessed and invoiced to DFS by the vendor.Note: for each state in which the products are located.• Address to Dell Financial Services• Should coincide with the date the schedule is signed• Signed by an authorized employee/owner• CA letter exempting a company from Franchise and Income Tax• W-9 formBusiness Personal Property Tax:-gible property is personal property that can be seen, weighed, measured, felt, or otherwise perceived by the senses but does not include a document that constitutes evidence of a valuable interest, claim, or right and has negligible or no intrinsic value.

VI. Invoice Preferences (choose one from each category):Note: the typical invoice processing time is 30 days. If you require more time, please contact your DFS Sales Representative.Invoice Options: Contract Level (one invoice per contract)Consolidated (one invoice for all contracts that have the same due date)Invoice Format: Detail (asset level) SummaryDelivery Format: Paper (USPS) PDF (paper copy is not mailed) Electronic CSV (converted to Excel)3rd Party Invoicing Tool, Ariba/SAP (enter tool name):Do you need separate invoices for miscellaneous billings? Yes NoDo you require a PO Number on the invoice to process payment? Yes NoV. Invoicing/Billing Contact Information:Accounts Payable (AP) Contact Name:Does this billing address match the primary location above? Yes (If yes, please skip and proceed to Invoice Preference) No AP Address:City, State, ZIP:County: AP Email Address: AP Direct Telephone Number:VII. Taxes and Fees:Is your company/entity tax exempt? Yes NoPersonal Property Tax (PPT): Rebill Annually Monthly Property Management Fee Proprietary to Dell Financial Services, LLC
Lease Schedules:Fair Market Value Lease$1 Out Purchase Option LeaseTax Exempt Lease Purchase LeaseDell Flex Lease PurchasePCaaS ScheduleSoftware ScheduleDATE

Reference: Page 1 of 2 Master Lease Schedule FMV - Public [Customer Name] TRUE LEASE SCHEDULE NO. MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("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: Product Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date** See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the firstpayment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit A.**The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. TRUE LEASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1.TRUE LEASE: The parties intend for this lease to constitute a true lease of Products under the UCC and all applicablelaws. If this Lease is determined to be a lease intended as security, in no event shall Lessee be obligated to pay any timeprice balance differential in excess of the maximum amount permitted by applicable law (as specified herein or the statewhere the Products are located, whichever law permits the greater amount). In the event Lessor shall receive anything ofvalue under a Lease that is deemed interest which would exceed the maximum amount of interest allowed under the law,the excess amount shall be applied to the reduction of the unpaid time price balance or shall be refunded to Lessee. Inorder to reduce the unpaid time price balance, any amount deemed interest shall, to the fullest extent permitted by applicablelaw, be amortized and spread uniformly throughout the Lease Term.2.END OF LEASE OPTIONS.(a)Provided that no Event of Default has occurred and is continuing, and at least 90 days but no more than 180days prior to the expiration of the Primary Term (the "Expiration Date"), Lessee will give irrevocable written notice to Lessor of its intention to either: (i) purchase all of the Products at the Fair Market Value (as defined below);(ii) renew the Lease Term for a minimum of six (6) months at a rate and for a term agreed upon by both parties; or(iii)return all of the Products in accordance with the Agreement.

MASTER LEASE AGREEMENT SCHEDULE NO.

Reference: Page 2 of 2 Master Lease Schedule FMV - Public Internal UseConfidential (b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. The Fair Market Value purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the Expiration Date and, upon Lessee's request, and within ten (10) days after receipt of Lessee's notice, Lessor shall appoint a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally. (c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule and the Agreement shall remain in full force and effect. (d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to-month basis at the Rent in effect on the Expiration Date (prorated on a monthly basis if the Payment Period was other than monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30 days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior sentence. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time if 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 Exhibit A. "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor By: Name: Title: Date:

Reference: Page 1 of 2 Master Lease Schedule 1 Out Public LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("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: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.) Commencement Date* See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with theterms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to theCommencement Date, as such date is finally determined.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 and Purchase Price (as of the applicable Purchase Date) are shown in the chart below or on Exhibit B, attached to and made a part hereof. Payment Number Purchase Date Rent Interest Portion Principal Portion Purchase Price See Exhibit B 2. PURCHASE OPTION.Provided that no Event of Default has occurred and is continuing, and at least 60 days but no more than 180 days before the purchase date (Purchase Date) selected by Lessee, Lessee will give irrevocable written notice to Lessor of its intention to: (i)purchase the Products for $1.00 at the end of the Primary Term;(ii) purchase the Products at the Purchase Price as stated in Paragraph (i) above or as listed on Exhibit B, so long asall other amounts due on the Purchase Date have been paid in full; or(iii) return the Products in accordance with the Agreement for a fee agreed upon by both parties.

Reference: Page 2 of 2 Master Lease Schedule 1 Out Public Upon satisfaction by Lessee of such conditions, Lessee shall be entitled to Lessors interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR 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 Lessees obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessees rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 3.COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of theProducts from time to time as necessary.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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor By: Name: Title: Date:

Reference: Page 1 of 3 Master Lease Schedule TELP
LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("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: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.)Commencement Date See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: 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 any 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 Portion 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; (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;

Reference: Page 2 of 3 Master Lease Schedule TELP
(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturityor termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any suchdisposition 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, asmay be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or8038-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 thegeneral fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and thatall amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent ismade;(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 148thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components ofRent 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 LESSEES 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 LESSEES 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 Lessees 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 Lessees 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 RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF Reference: Page 3 of 3 Master Lease Schedule TELP
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 Lessees obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessees 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 Lessors 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 Lessees 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 Lessors 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor By: Name: Title: Date:

DFS Public Tax-Exempt LP Opinion Letter.012208
SAMPLE OPINION LETTER FOR TAX-EXEMPT LEASE PURCHASE TRANSACTIONS TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: [DFS_Lessor_Name] Insert correct Lessor address Ladies and Gentlemen: We are counsel to COMPANY NAME (the "Lessee") and, in that capacity, we have examined Master Lease Agreement No. 993939, dated as of February 20, 2008, and the Lease Purchase Schedule No. 999-999-999-999 to Master Lease Agreement No. 993939 thereto, dated as of February 08, 2008 (collectively the "Agreement"), between the Lessee and [DFS_Lessor_Name] (the "Lessor"). Based on our examination of the Agreement, the information statement(s) required for purposes of Section 149(e) of the Internal Revenue Code of 1986, as amended (the Code) and such other documents, records, papers as we have deemed appropriate, we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute orconstitutional provisions of the State of Idaho and is a state or political subdivision thereof as described in Section 103(a) of the Code, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by _____________*,_____________ of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable inaccordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or localgovernmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state andfederal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law orregulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be orbecome fixtures or real property under the laws of the State of Idaho; (h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or byany court, public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficientfunds for Lessees current Fiscal Period to make the Rent payments scheduled to come due during Lessees current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes; (j) Lessees obligation(s) under the Agreement is/are a State or local bond within the meaning of Section103 of the Code; (k) The Agreement does not constitute an arbitrage bond within the meaning of Section 148 of the Codeor a private activity bond within the meaning of Section 141 of the Code; and (l) The interest portion of the Rent due under the Agreement is not includable in gross income forFederal income tax purposes under the Code and will not constitute a tax preference under Section 57 of the Code for purposes of computing the alternative minimum tax imposed pursuant to Section 55 of the Code. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement and may be relied upon by special tax counsel if one is retained to render an opinion as to the exemption from federal income taxation of the interest component of payments to be made by Lessee pursuant to the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement.

Reference: Page 1 of 3 Master Lease Schedule DellFlex Option DELL FLEX LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("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: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.) Commencement Date* See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. 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. Add as a new last sentence to subsection (b) the following: Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales, use and property taxes. 2. SECTION 3. TERM. Insert as a new second paragraph the following: TECHNOLOGY REFRESH WITH NEW FINANCING OPTION. Provided no Event of Default has occurred or is continuing under this Schedule and the Agreement, Lessee may exercise the following technology refresh option ("Tech Refresh Option") by delivering to Lessor an irrevocable written election notice to exercise the Tech Refresh Option at least 120 days prior to the expiration of the Primary Term and by completing all of the following on or before the beginning of the last month of the Primary Term (the Tech Refresh Date): (i) Lessee returns all (but not less than all) of the Products on this Schedule (Original Products) to Lessor in the same manner as described in the Agreement; and (ii) Lessee enters into a new Schedule under the Agreement (the New Lease) with a primary term of at least 24 months for new equipment (New Products) which are, as determined by Lessor, of the same manufacture, type and quality as the Original Products and which have a Total Product Cost that is at least 75% of the Total Product Cost of the Original Products. When Lessee completely fulfills the terms and conditions of the Tech Refresh option and has made all payments and performed all other obligations under the Schedule and the Agreement, then this Schedule shall terminate and, except as

Reference: Page 2 of 3 Master Lease Schedule DellFlex Option provided in the Agreement, Lessee shall be relieved of all obligations under this Schedule. Notwithstanding the election by Lessee of the Tech Refresh Option, the Schedule and Agreement shall remain in full force and effect and if the terms and condition of the Tech Refresh Option are not fulfilled before the Tech Refresh Date, the Tech Refresh Option shall be null and void and Lessee shall pay the final Rent payment due on the Tech Refresh Date. 3. SECTION 11. REPRESENTATIONS, WARRANTIES AND COVENANTS 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 any 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 Portion 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; (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 our 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. 4. 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 paragraph (d). 5. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.

Reference: Page 3 of 3 Master Lease Schedule DellFlex Option Insert at the end of this paragraph the following: If Lessee has not terminated the Lease in accordance with Section 5 of the Agreement and no Event of Default has occurred and is continuing, then upon payment of all Rent and other amounts due under this Schedule and the Agreement, at the end of the Lease Term, Lessee is entitled to Lessor's interest in the Products AS IS, WHERE IS, without any warranty or representation by Lessor, express or implied, other than the absence of any liens by, through or under Lessor. Lessee will deliver to Lessor documents reasonably requested by Lessor to give public notice of Lessor's interest in the Products. 6. 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 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 Lessees obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessees rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 7. 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor By: Name: Title: Date:

Page 1 of 2 ends

[LESSEE LEGAL NAME] PC as a SERVICEMASTER AGREEMENT SCHEDULE NO. ________ THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER AGREEMENT NO. ________ ("Agreement") DATED ______, 20__ BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND _____________________ ("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 Marketing LP, One Dell Way, Round Rock, TX 78682 Description Number of Seats Per Seat Fee Rent[Example: Equipment and Soft Cost Items set forth in Dell Quote # 123456][Example: 1,000][Example: $50.00][Example: $50,000] Total: $ Total Product Acquisition Cost: $_____________________ Primary Term: _____ Rent is payable: ____in advance; ____in arrears [specify] Payment Period: ____ Monthly ____ Quarterly ____ Pro-rated Rent: does not apply *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment ofRent, any prorated Rent if applicable. Such amounts are further described in Exhibit A.** The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms stated in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. For the purposes of this Schedule: a “Seat” means a unit of Equipment and the Soft Cost Items linked with that unit. Flexible Consumption Terms: Provided that no Event of Default has occurred and is continuing, Lessee may give irrevocable written notice to Lessor of its intention to exercise one of the following three options: Flex Up; Flex Down; or a combination of Flex Up and Flex Down. Flex Up At any time during the Primary Term, Lessee may add additional Seats at any time by executing a new Schedule (subject to credit and pricing approval). Flex Down Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is continuing, Lessee may remove up to ___% of the Seats by providing at least 90 days’ notice to Lessor with such notice listing the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the Seat, then the removal of the Seat will be at no additional cost to the Lessee. Otherwise, Lessee is responsible for the costs of returning the Seat in accordance with the Agreement. Upon Lessor’s receipt of the Seat, Lessee’s Rent over the remainder of the Primary Term will be lowered to reflect the Seats received. Combination Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is continuing, Customer may add additional Seats at any time by executing a new Schedule (subject to credit and pricing approval)

Page 2 of 2 ends

MASTER LEASE AGREEMENT SCHEDULE NO. _______while at the same time removing up to ___% of the Seats by providing at least 90 days’ notice to Lessor with such notice listing the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the Seat, then the removal of the Seat will be at no additional cost to the Lessee. Otherwise, Customer is responsible for the costs of returning the Seat in accordance with the Agreement. Upon Lessor’s receipt of the Seat, Lessee’s Rent over the remainder of the Primary Term will be lowered to reflect the Seats received. Extension OptionProvided that no Event of Default has occurred and is continuing, Lessee has two options upon giving notice at least 30 days prior to the expiration of the Primary Term: (1) renew the Schedule for a mutually agreeable term, or (2) renew the Schedule on a month-to-month basis, terminable upon 30 days notice from either party to the other. For both Renewal Terms, the Rent shall be the same as the Rent during the Initial Term. Holdover Period If the Lessee has contracted with Dell for asset return services for a Seat, then Lessee is not liable for any amount beyond the Base Term unless Lessee has exercised the above Extension Option or, through its actions or inactions, prevented Dell from retrieving the Seat. Where Lessee prevented Dell from retrieving the Seat or has not contracted with Dell for asset return services for a Seat, then in the event Lessee has not returned the Seat in accordance with the Agreement, the Term will automatically extend for successive one-month terms in which case Lessee will pay Lessor the same Rent as during the Initial Term. Such one-month terms will continue until Lessor’s receipt of the Seat.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 Exhibit A. [LESSEE LEGAL NAME] DELL FINANCIAL SERVICES L.L.C. (Lessee) (Lessor) By: By: (Authorized Signature) (Authorized Signature) (Name/Title) (Name/Title) (Date) (Date) Reference: Page 1 of 3 Master Lease Schedule Software Only - Public LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. (SOFTWARE AND/OR MAINTENANCE ONLY FINANCING SCHEDULE) THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. a n d a n y a m e n d m e n t s , i f a p p l i c a b l e ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("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: Product Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Interest Rate: Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit A. 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 comprising the Rent, and Purchase Price as of the applicable Purchase Date are shown in the chart on Exhibit B, attached to and made a part hereof. 2. NATURE OF SCHEDULE. Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement providing for the repayment of a lease purchase in the amount of the Lessor's Basis (as defined below) made by Lessor to Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments of principal and interest on such lease purchase. 3. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND RELATED SERVICES. The Products covered by this Schedule consist exclusively of the Software identified on Exhibit A; that Lessee hereby acknowledges has been delivered, installed, and accepted by Lessee. Lessee and Lessor agree that (i) any language in the Agreement pertaining to Lessor's ownership of the Products and (ii) the following sections of the Agreement shall not apply to this Schedule: 8 (Return); 10 (Alterations); 14(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of the Products consisting of Software licenses that would violate the underlying license agreement); and, 17 (Ownership; Liens and Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5 (Appropriation of Funds); 6 (Licensed Materials); 12 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability;

Reference: Page 2 of 3 Master Lease Schedule Software Only - Public Finance Lease); and 16 (Indemnification). This Schedule shall terminate upon the expiration of the Primary Term without extension or renewal; provided, however, that such termination of the Schedule shall not effect obligations of Lessee accruing prior to the termination. 4. ADDITIONAL PROVISIONS. For purposes of this Schedule, the Lessor's Basis shall consist of the following amounts: (i) the Total Product Acquisition Cost set forth above; plus (ii) all other amounts that become due and owing under this Schedule that are not included in the amounts paid to Lessor pursuant to clause (i). As security for Lessee's obligations hereunder and subject to applicable law and the Software license agreement, Lessee grants Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products (including with respect to any Software or services, Lessee's right to use the Software and right to obtain the services) and all proceeds thereof (including without limitation any refunds with respect to the Software or associated services financed under this Schedule (each a Refund) that are received by Lessee or that Lessee has a right to receive), free and clear of all security interests, liens or encumbrances whatsoever. Upon Lessor's written instructions after an Event of Default or a non-appropriation pursuant to Section 5 with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software, (b) deinstall and delete all copies of the Software from any computer systems owned or controlled by Lessee or used for Lessee's benefit, and (c) provide Lessor with a certificate signed by an authorized representative of Lessee attesting to such cessation of use and maintenance, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Software licensor, Lessee authorizes Lessor to deliver a copy of this Schedule to the licensor as evidence of Lessee's consent to Lessor's collection and receipt of the Refund directly; provided, however, nothing herein shall obligate Lessor to pursue Lessee's Refund rights (if any do exist) or modify, excuse or limit Lessee's obligations pursuant to this Schedule that Lessee acknowledges and agrees are absolute and unconditional, subject to Lessees right to non-appropriate pursuant to Section 5 of the Agreement. Lessor shall apply any Refund actually received by Lessor against the next scheduled Rent payment(s) and all other amounts owed under this Schedule. Lessee agrees that, except in the case of a non-appropriation pursuant to Section 5, it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, pursuant to applicable laws, the Stipulated Loss Value that Lessee may be required to pay Lessor upon an Event of Default under this Schedule shall equal the total sum of the then remaining payments due and unpaid under this Schedule for the Primary Term discounted at the lesser of (x) the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of this Schedule and (y) the interest rate set forth above. 5. ASSIGNMENT. 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 all applicable laws. 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. 6. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products 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.

Reference: Page 3 of 3 Master Lease Schedule Software Only - Public 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. Lessor By: Name: Title: Date:

Proprietary to Dell Financial Services, LLC
Ancillary Documents:Validity Opinion8038 G8038 GCDATE

Reference: Page 1 of 2 Validity Opinion Letter - Public SAMPLE VALIDITY OPINION LETTER TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Ladies and Gentlemen: We are counsel to (the "Lessee") and, in that capacity, we have examined Master Lease Agreement No. , dated as of , and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the "Lessor"). Based on our examination of the Agreement and such other examinations as we have deemed appropriate, we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute orconstitutional provisions of the State of ___________________________ and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by ________________________*,________________________ of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordancewith its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmentalauthority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federallaws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulationapplicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or becomefixtures or real property under the laws of the State of ___________________________; (h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court,public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds forLessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement.

Form8038-G(Rev. October 2021)Department of the Treasury Internal Revenue ServiceInformation Return for Tax-Exempt Governmental BondsUnder Internal Revenue Code section 149(e)See separate instructions.Caution: If the issue price is under $100,000, use Form 8038-GC. Go to www.irs.gov/F8038G for instructions and the latest information.OMB No. 1545-0047 Part I Reporting Authority Check box ifAmended Return 1Issuer’s name2 Issuer’s employer identification number(EIN)3aName of person (other than issuer) with whom the IRS may communicate about this return (see instructions)3bTelephone number of other person shown on3a4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite5 Report number(For IRS Use Only)3 6 City, town, or post office, state, and ZIP code7Date of issue8Name of issue9CUSIP number10aName and title of officer or other employee of the issuer whom the IRS may call for more information10bTelephone number of officer or otheremployee shown on 10a Part IIType of Issue (Enter the issue price.) See the instructions and attach schedule.11Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe 19a If bonds are TANs or RANs, check only box 19a .......................................................................... b If bonds are BANs, check only box 19b ...................................................................................20If bonds are in the form of a lease or installment sale, check box................................................ 11 12 13 14 15 16 17 18 Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21(a) Final maturity date(b) Issue price(c) Stated redemption price at maturity(d) Weightedaverage maturity (e) Yield$ $ years%Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23 Proceeds used for accrued interest . . . . . . . . . . . . .Issue price of entire issue (enter amount from line 21, column (b)) . . .................22 23 24 25 26 27 28 Proceeds used for bond issuance costs (including underwriters’ discount) Proceeds used for credit enhancement . . . . . . . . . . . . Proceeds allocated to reasonably required reserve or replacement fund . Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . Proceeds used to refund prior taxable bonds. Complete Part V . . . .242526272829Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 29 30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . years32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . years33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . 34 Enter the date(s) the refunded bonds were issued (MM/DD/YYYY)For Paperwork Reduction Act Notice, see separate instructions.Cat. No. 63773S Form 8038-G(Rev. 10-2021)

Form 8038-G (Rev. 10-2021) Page 2Part VIMiscellaneous35Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . .36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . bEnter the final maturity date of the GIC (MM/DD/YYYY)cEnter the name of the GIC provider 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box and enter the following information:bEnter the date of the master pool bond (MM/DD/YYYY)cEnter the EIN of the issuer of the master pool bond dEnter the name of the issuer of the master pool bond 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ........................ 40If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box .................................................................. 41a If the issuer has identified a hedge, check hereand enter the following information:bName of hedge provider cType of hedge dTerm of hedge 42 If the issuer has superintegrated the hedge, check box ....................................................................................................... 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediatedaccording to the requirements under the Code and Regulations (see instructions), check box ........................................... 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ........................... 45a If some portion of the proceeds was used to reimburse expenditures, check here and enter the amountof reimbursement ..................................................................... b Enter the date the official intent was adopted (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and Consent and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above. Signature of issuer’s authorized representative Date Type or print name and title Paid Print/Type preparer’s name Preparer’s signature Date Check if PTIN Preparer Use Only Firm’s name Firm’s address self-employed Firm’s EIN Phone no. Form 8038-G (Rev. 10-2021) 3536a37
Form 8038-GC(Rev. October 2021)Department of the Treasury Internal Revenue ServiceInformation Return for Small Tax-ExemptGovernmental Bond Issues, Leases, and Installment SalesUnder Internal Revenue Code section 149(e)Caution: If the issue price of the issue is $100,000 or more, use Form 8038-G. Go to www.irs.gov/Form8038GC for instructions and the latest information. OMB No. 1545-0047 Part I Reporting Authority Check box if Amended Return 1 Issuer’s name2 Issuer’s employer identification number(EIN)3 Number and street (or P.O. box if mail isn’t delivered to street address) Room/suite4 City, town, or post office, state, and ZIP code5Report number (For IRS Use Only) 6Name and title of officer or other employee of issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legalrepresentative Part II Description of Obligations Check one box: 8a Issue price of obligation(s) (see instructions) . . . . .Single issue . . . . . .Consolidated return . . . . . . . .b Issue date (single issue) or calendar date (consolidated). Enter date in MM/DD/YYYY format (for example, 01/01/2009) (see instructions) 9Amount of the reported obligation(s) on line 8a that is:a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . b For leases for office equipment . . . . . . . . . . . . . . . . . . . . . . . . c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . . d For leases for other (see instructions) . . . . . . . . . . . . . . . . . . . . . . e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . . g For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . . h For bank loans for other (see instructions) . . . . . . . . . . . . . . . . . . . . i Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . . j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) . k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box .................... 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) ................................... 12 Vendor’s or bank’s name: 13 Vendor’s or bank’s employer identification number: Future Developments For the latest information about developments related to Form 8038-GC and its instructions, such as legislation enacted after they were published, go to www.irs.gov/Form8038GC. General InstructionsSection references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 8038-GC is used by the issuers of tax- exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers of tax-exempt governmental obligations with issue prices of less than $100,000 must file Form 8038-GC. Issuers of a tax-exempt governmental obligation with an issue price of $100,000 or more must file Form 8038-G, Information Return for Tax-Exempt Governmental Bonds. Filing a separate return for a single issue. Issuers have the option to file a separate Form 8038-GC for any tax-exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate. See the instructions for line 11, later. Filing a consolidated return for multiple issues. For all tax-exempt governmental obligations with issue prices of less than $100,000 that aren’t reported on a separate Form 8038-GC, an issuer must file a consolidated information return including all such issues issued within the calendar year. Thus, an issuer may file a separate Form 8038-GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038-GC. However, if the issue is a construction issue, a separate Form 8038-GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. For Paperwork Reduction Act Notice, see instructions. Cat. No. 64108B Form 8038-GC (Rev. 10-2021) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge andSignaturebelief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person(s) that I have authorizedabove. andConsentSignature of issuer’s authorizedrepresentativeDate Type or print name andtitlePaid PreparerUse OnlyPTINFirm’s EINPhone no.Firm’s addressFirm’s name Check if self-employed DatePreparer’s signaturePrint/Type preparer’s name 8a9a9b9c9d9e9f9g9h9i9j9k

Page 2 ends

Gardena City CouncilDecember 9, 2025

Gardena City Council
December 9, 2025