Rancho Cucamonga City Council
August 21, 2024

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 Lessee’s 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:

Dell Customer Communication - Confidential
Ancillary Documents:

Validity Opinion
Red Book Bond Tax Opinion (Tax Exempt
Leases over 5M)
8038 G
8038 GC

Reference: Page 1 of 1
Validity Opinion Letter - Public
Internal Use - Confidential

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 or constitutional 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 accordance with its terms; (d) No 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 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 federal 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 or regulation 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 or become fixtures 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 for Lessee'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.

Very truly yours,
*Authorized Signatory of Lessee under the Agreement.

DFS Public Tax-Exempt LP Opinion Letter.012208
Dell Customer Communication Ͳ Confidential

SAMPLE OPINION LETTER FOR TAX-EXEMPT LEASE PURCHASE TRANSACTIONS

TO BE EXECUTED ON COUNSEL'S LETTERHEAD
To: Dell Financial Services L.L.C.
12234 N. IH 35
Austin, TX 78753-1705
ATTN:___________________
Ladies and Gentlemen:

We are counsel to _______________ (the "Lessee") and in that capacity we have examined Master Lease Agreement No. _____, dated as of _________, 20__, and the Tax Exempt Lease Schedule No. ____ to Master Lease Agreement No. ____ thereto, dated as of _____________ __, 20__ (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (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 or constitutional provisions of the State of ______ 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 in accordance with its terms;
(d) No 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 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 federal 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 or regulation 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 or become fixtures 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; (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee’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;
(j) Lessee’s obligation(s) under the Agreement is/are a State or local bond within the meaning of

DFS Public Tax-Exempt LP Opinion Letter.012208
Dell Customer Communication Ͳ Confidential
Section 103 of the Code;
(k) The Agreement does not constitute 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; and (l) The interest portion of the Rent due under the Agreement is not includable in gross income for Federal 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.

Form 8038-G
(Rev. October 2021)
Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Bonds ▶ Under 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 if Amended Return ▶ 1 Issuer’s name 2 Issuer’s employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a
Part II Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 ...................................................................................▶ 20 If 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) Weighted
average 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 . . . . 24 25
26 27
28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding 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. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ▶ years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ▶ years 33 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 2
Part VI Miscellaneous
35 Enter 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 . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter 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:
b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter 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 ........................▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ..................................................................▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information:
b Name of hedge provider ▶
c Type of hedge ▶
d Term 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 remediated according 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 amount of 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)
▲
35 36a
37

Form 8038-GC
(Rev. October 2021)
Department of the Treasury
Internal Revenue Service
Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales ▶ Under 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 name 2 Issuer’s employer identification number (EIN) 3 Number and street (or P.O. box if mail isn’t delivered to street address) Room/suite 4 City, town, or post office, state, and ZIP code 5 Report number (For IRS Use Only) 6 Name 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 legal representative 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) ▶
9 Amount 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 Instructions
Section references are to the Internal Revenue
Code unless otherwise noted.

Purpose of Form
Form 8038-GC is used by the issuers of taxexempt 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 and Signature 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(s) that I have authorized above. and
Consent
Signature of issuer’s authorized representative Date Type or print name and title Paid
Preparer
Use Only
PTIN
Firm’s EIN ▶
Firm’s address ▶ Phone no.

Firm’s name ▶
Check if
self-employed
Print/Type preparer’s name Preparer’s signature Date
▲
▲
8a
9a
9b
9c
9d
9e
9f
9g
9h
9i
9j
9k

Form 8038-GC (Rev. 10-2021) Page 2
When To File
To file a separate return for a single issue, file
Form 8038-GC on or before the 15th day of
the 2nd calendar month after the close of the
calendar quarter in which the issue is issued.

To file a consolidated return for multiple
issues, file Form 8038-GC on or before
February 15 of the calendar year following the
year in which the issue is issued.

Late filing. An issuer may be granted an
extension of time to file Form 8038-GC under
section 3 of Rev. Proc. 2002-48, 2002-37
I.R.B. 531, if it is determined that the failure to
file on time isn’t due to willful neglect. Write at
the top of the form, “Request for Relief under
section 3 of Rev. Proc. 2002-48.” Attach to
the Form 8038-GC a letter briefly stating why
the form wasn’t submitted to the IRS on time.

Also, indicate whether the obligation in
question is under examination by the IRS.

Don’t submit copies of any bond documents,
leases, or installment sale documents. See
Where To File next.

Where To File
File Form 8038-GC and any attachments at
the following address.

Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201
Private delivery services (PDS). You can use
certain PDS designated by the IRS to meet
the “timely mailing as timely filing/paying” rule
for tax returns and payments. These PDS
include only the following:
• DHL Express (DHL): DHL Same Day Service.
• Federal Express (FedEx): FedEx Priority
Overnight, FedEx Standard Overnight, FedEx
2Day, FedEx International Priority, and FedEx
International First.
• United Parcel Service (UPS): UPS Next Day
Air, UPS Next Day Air Saver, UPS 2nd Day
Air, UPS 2nd Day Air A.M., UPS Worldwide
Express Plus, and UPS Worldwide Express.

The PDS can tell you how to get written
proof of the mailing date.

Other Forms That May Be
Required
For rebating arbitrage (or paying a penalty in
lieu of arbitrage rebate) to the federal
government, use Form 8038-T, Arbitrage
Rebate, Yield Reduction and Penalty in Lieu
of Arbitrage Rebate. For private activity
bonds, use Form 8038, Information Return for
Tax-Exempt Private Activity Bond Issues.

For a tax-exempt governmental obligation
with an issue price of $100,000 or more, use
Form 8038-G.

Rounding to Whole Dollars
You may show the money items on this return
as whole-dollar amounts. To do so, drop any
amount less than 50 cents and increase any
amount from 50 to 99 cents to the next higher
dollar. For example, $1.49 becomes $1 and
$2.50 becomes $3. If two or more amounts
must be added to figure the amount to enter
on a line, include cents when adding the
amounts and round off only the total.

Definitions
Obligations. This refers to a single taxexempt governmental obligation if Form 8038-GC is used for separate reporting or to
multiple tax-exempt governmental obligations
if the form is used for consolidated reporting.

Tax-exempt obligation. This is any obligation
including a bond, installment purchase
agreement, or financial lease on which the
interest is excluded from income under
section 103.

Tax-exempt governmental obligation. A
tax-exempt obligation that isn’t a private
activity bond (see below) is a tax-exempt
governmental obligation. This includes a bond
issued by a qualified volunteer fire department
under section 150(e).

Private activity bond. This includes an
obligation issued as part of an issue in which:
• More than 10% of the proceeds are to be
used for any private activity business use, and
• More than 10% of the payment of principal
or interest of the issue is either (a) secured by
an interest in property to be used for a private
business use (or payments for such property)
or (b) to be derived from payments for
property (or borrowed money) used for a
private business use.

It also includes a bond, the proceeds of
which (a) are to be used to make or finance
loans (other than loans described in section
141(c)(2)) to persons other than governmental
units and (b) exceeds the lesser of 5% of the
proceeds or $5 million.

Issue. Generally, obligations are treated as
part of the same issue only if they are issued
by the same issuer, on the same date, and as
part of a single transaction, or a series of
related transactions. However, obligations
issued during the same calendar year (a)
under a loan agreement under which amounts
are to be advanced periodically (a “drawdown loan”) or (b) with a term not exceeding 270 days, may be treated as part of the same
issue if the obligations are equally and ratably
secured under a single indenture or loan
agreement and are issued under a common
financing arrangement (for example, under the
same official statement periodically updated
to reflect changing factual circumstances).

Also, for obligations issued under a drawdown loan that meets the requirements of the preceding sentence, obligations issued during
different calendar years may be treated as
part of the same issue if all of the amounts to
be advanced under the draw-down loan are
reasonably expected to be advanced within 3
years of the date of issue of the first
obligation. Likewise, obligations (other than
private activity bonds) issued under a single
agreement that is in the form of a lease or
installment sale may be treated as part of the
same issue if all of the property covered by
that agreement is reasonably expected to be
delivered within 3 years of the date of issue of
the first obligation.

Arbitrage rebate. Generally, interest on a
state or local bond isn’t tax-exempt unless
the issuer of the bond rebates to the United
States arbitrage profits earned from investing
proceeds of the bond in higher yielding
nonpurpose investments. See section 148(f).

Construction issue. This is an issue of taxexempt bonds that meets both of the following conditions:

1. At least 75% of the available
construction proceeds of the issue are to be
used for construction expenditures with
respect to property to be owned by a
governmental unit or a 501(c)(3) organization,
and

2. All of the bonds that are part of the issue
are qualified 501(c)(3) bonds, bonds that
aren’t private activity bonds, or private activity
bonds issued to finance property to be owned
by a governmental unit or a 501(c)(3)
organization.

In lieu of rebating any arbitrage that may be
owed to the United States, the issuer of a
construction issue may make an irrevocable
election to pay a penalty. The penalty is equal
to 1-1/2% of the amount of construction
proceeds that do not meet certain spending
requirements. See section 148(f)(4)(C) and the
Instructions for Form 8038-T.

Specific Instructions
In general, a Form 8038-GC must be
completed on the basis of available
information and reasonable expectations as of
the date of issue. However, forms that are
filed on a consolidated basis may be
completed on the basis of information readily
available to the issuer at the close of the
calendar year to which the form relates,
supplemented by estimates made in good
faith.

Part I—Reporting Authority
Amended return. An issuer may file an
amended return to change or add to the
information reported on a previously filed
return for the same date of issue. If you are
filing to correct errors or change a previously
filed return, check the Amended Return box in
the heading of the form.

The amended return must provide all the
information reported on the original return, in
addition to the new corrected information.

Attach an explanation of the reason for the
amended return and write across the top
“Amended Return Explanation.”
Line 1. The issuer’s name is the name of the
entity issuing the obligations, not the name of
the entity receiving the benefit of the
financing. In the case of a lease or installment
sale, the issuer is the lessee or purchaser.

Line 2. An issuer that doesn’t have an
employer identification number (EIN) should
apply for one online by visiting the IRS
website at www.irs.gov/EIN. The organization
may also apply for an EIN by faxing or mailing
Form SS-4 to the IRS.

Lines 3 and 4. Enter the issuer’s address or
the address of the designated contact person
listed on line 6. If the issuer wishes to use its
own address and the issuer receives its mail
in care of a third party authorized
representative (such as an accountant or
attorney), enter on the street address line
“C/O” followed by the third party’s name and
street address or P.O. box. Include the suite,
room, or other unit number after the street
address. If the post office doesn’t deliver

Form 8038-GC (Rev. 10-2021) Page 3
mail to the street address and the issuer has a
P.O. box, show the box number instead of the
street address. If a change in address occurs
after the return is filed, use Form 8822,
Change of Address, to notify the IRS of the
new address.

Note: The address entered on lines 3 and 4 is
the address the IRS will use for all written
communications regarding the processing of
this return, including any notices. By
authorizing a person other than an authorized
officer or other employee of the issuer to
communicate with the IRS and whom the IRS
may contact about this return, the issuer
authorizes the IRS to communicate directly
with the individual listed on line 6, whose
address is entered on lines 3 and 4 and
consents to disclose the issuer’s return
information to that individual, as necessary, to
process this return.

Line 5. This line is for IRS use only. Don’t
make any entries in this box.

Part II—Description of Obligations
Check the appropriate box designating this as
a return on a single issue basis or a
consolidated return basis.

Line 8a. The issue price of obligations is
generally determined under Regulations
section 1.148-1(b). Thus, when issued for
cash, the issue price is the price at which a
substantial amount of the obligations are sold
to the public. To determine the issue price of
an obligation issued for property, see sections
1273 and 1274 and the related regulations.

Line 8b. For a single issue, enter the date of
issue (for example, 03/15/2020 for a single
issue issued on March 15, 2020), generally
the date on which the issuer physically
exchanges the bonds that are part of the
issue for the underwriter’s (or other
purchaser’s) funds; for a lease or installment
sale, enter the date interest starts to accrue.

For issues reported on a consolidated basis,
enter the first day of the calendar year during
which the obligations were issued (for
example, for calendar year 2020, enter
01/01/2020).

Lines 9a through 9h. Complete this section if
property other than cash is exchanged for the
obligation, for example, acquiring a police car,
a fire truck, or telephone equipment through a
series of monthly payments. (This type of
obligation is sometimes referred to as a
“municipal lease.”) Also, complete this section
if real property is directly acquired in
exchange for an obligation to make periodic
payments of interest and principal.

Don’t complete lines 9a through 9d if the
proceeds of an obligation are received in the
form of cash even if the term “lease” is used
in the title of the issue. For lines 9a through
9d, enter the amount on the appropriate line
that represents a lease or installment
purchase. For line 9d, enter the type of item
that is leased. For lines 9e through 9h, enter
the amount on the appropriate line that
represents a bank loan. For line 9h, enter the
type of bank loan.

Lines 9i and 9j. For line 9i, enter the amount
of the proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds, including proceeds that
will be used to fund an escrow account for
this purpose. Several lines may apply to a
particular obligation. For example, report on
lines 9i and 9j obligations used to refund prior
issues which represent loans from the
proceeds of another tax-exempt obligation.

Line 9k. Enter on line 9k the amount on line
8a that doesn’t represent an obligation
described on lines 9a through 9j.

Line 10. Check this box if the issuer has
designated any issue as a “small issuer
exception” under section 265(b)(3)(B)(i)(III).

Line 11. Check this box if the issue is a
construction issue and an irrevocable election
to pay a penalty in lieu of arbitrage rebate has
been made on or before the date the bonds
were issued. The penalty is payable with a
Form 8038-T for each 6-month period after
the date the bonds are issued. Don’t make
any payment of penalty in lieu of rebate with
Form 8038-GC. See Rev. Proc. 92-22,
1992-1 C.B. 736, for rules regarding the
“election document.”
Line 12. Enter the name of the vendor or bank
who is a party to the installment purchase
agreement, loan, or financial lease. If there are
multiple vendors or banks, the issuer should
attach a schedule.

Line 13. Enter the employer identification
number of the vendor or bank who is a party
to the installment purchase agreement, loan,
or financial lease. If there are multiple vendors
or banks, the issuer should attach a schedule.

Signature and Consent
An authorized representative of the issuer
must sign Form 8038-GC and any applicable
certification. Also, write the name and title of
the person signing Form 8038-GC. The
authorized representative of the issuer signing
this form must have the authority to consent
to the disclosure of the issuer’s return
information, as necessary to process this
return, to the person(s) that has been
designated in this form.

Note: If the issuer authorizes on line 6 the IRS
to communicate with a person other than an
officer or other employee of the issuer (such
authorization shall include contact both in
writing regardless of the address entered on
lines 3 and 4, and by telephone), by signing
this form, the issuer’s authorized
representative consents to the disclosure of
the issuer’s return information, as necessary
to process this return, to such person.

Paid Preparer
If an authorized representative of the issuer
filled in its return, the paid preparer’s space
should remain blank. Anyone who prepares
the return but does not charge the
organization shouldn’t sign the return. Certain
others who prepare the return shouldn’t sign.

For example, a regular, full-time employee of
the issuer, such as a clerk, secretary, etc.,
shouldn’t sign.

Generally, anyone who is paid to prepare a
return must sign it and fill in the other blanks
in the Paid Preparer Use Only area of the
return. A paid preparer cannot use a social
security number in the Paid Preparer Use Only
box. The paid preparer must use a preparer
tax identification number (PTIN). If the paid
preparer is self-employed, the preparer
should enter his or her address in the box.

The paid preparer must:
• Sign the return in the space provided for the
preparer’s signature, and
• Give a copy of the return to the issuer.

Paperwork Reduction Act Notice
We ask for the information on this form to
carry out the Internal Revenue laws of the
United States. You are required to give us the
information. We need it to ensure that you are
complying with these laws.

You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB control
number. Books or records relating to a form
or its instructions must be retained as long as
their contents may become material in the
administration of any Internal Revenue law.

Generally, tax returns and return information
are confidential, as required by section 6103.

The time needed to complete and file this
form will vary depending on individual
circumstances. The estimated burden for tax
exempt organizations filing this form is
approved under OMB control number
1545-0047 and is included in the estimates
shown in the instructions for their information
return.

If you have suggestions for making this
form simpler, we would be happy to hear from
you. You can send us comments through
www.irs.gov/FormComments. Or you can
write to:

Internal Revenue Service
Tax Forms and Publications
1111 Constitution Ave. NW, IR-6526
Washington, DC 20224
Do not send Form 8038-GC to this
address. Instead, see Where To File, earlier.

DFS Public Payment Agreement Sep2021
Internal Use - Confidential
Dell Financial Services Public Payment Agreement

DFS Public Payment Agreement Sep2021
Internal Use - Confidential
Payment Agreement - PUBLIC Contract Number xxx-xxxxxx-xxx PAYMENT AGREEMENT – PUBLIC
Customer: Billing Contact:

Address: Billing Address:

Software Licensor: [SW Licensor]
Vendor: [Name of reseller/seller]
Products: Software, equipment and services as described in [Description of Vendor Contract/Order/Agreement (s) #] (“Agreement”) This Payment Agreement ("PA") is made effective as of _[DATE] between the Customer named above ("Customer") and Dell Financial Services L.L.C. ("Payee") pursuant to the following: Customer and the Software Licensor and/or Vendor have entered into the above referenced Agreement (including any addenda, amendments, exhibits and schedules attached thereto) in connection with the acquisition of “Products” including as applicable, certain equipment, software licenses ("Licensed Software"), and services to Customer. Pursuant to the Agreement, Customer is obligated to pay Vendor(s) the total fees described below (“Fees"). Payee and Customer have agreed that instead of Customer paying the Fees as described in the Agreement, Customer shall pay Payee installment payments ("Payment Amounts") as set forth in the Payment Schedule below and Payee shall pay the Vendor on Customer’s behalf.

1. FEES: The Fees set forth in the Agreement consist of $_[AMOUNT FUNDING TO VENDOR(s)] for Products. Customer hereby agrees to pay the Payment Amounts to Payee on an installment basis in accordance with the Payment Schedule set forth below.

2. PAYMENT SCHEDULE: Customer shall pay the Payment Amounts in accordance with the schedule (“Payment Schedule”) below, with each Payment Amount due and payable on the date indicated (“Due Date”). Customer shall remit Payment Amounts to the address noted in the invoice from Payee. PAYMENT AMOUNTS DO NOT INCLUDE APPLICABLE TAX, UNLESS SPECIFIED OTHERWISE.

3. OBLIGATIONS ABSOLUTE: For the purposes of this PA Products shall be conclusively deemed accepted upon receipt, subject to any right of return provided by the Vendor, and upon Customer's execution of this PA, Customer acknowledges that (i) it has selected the Products based on its own judgment and (ii) Payee is entering into this PA as an accommodation to Customer, and the Agreement, including all obligations, rights and remedies hereunder are separate and distinct from this PA and any remedies which Customer may have, at law or in equity, against Vendor or Software Licensor shall be made independently and without regard to this PA and Customer's obligations hereunder, and (iii) Customer's obligation to remit Payment Amounts to Payee, in accordance with the Payment Schedule and subject only to Customer’s right to non-appropriate under Section 7 herein, shall be absolute, unconditional, non-cancelable, and nonrefundable, and shall not be withheld or subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense that Customer may have arising out of or relating to the Agreement, the Products or otherwise for any reason whatsoever, including but not limited to requirements applicable to negotiable instruments (such as presentment for payment and notice of dishonor); termination of the Agreement or any change in, update to or transfer of the Products. If full payment of each Payment Amount and other amounts due and payable is not received by Payee within 10 days of the Due Date, Customer agrees to pay to Payee interest on the overdue amount at the lesser of 1.5% per month or as provided for under any applicable Prompt Payment Act. . Customer hereby grants Payee a security interest in the Products (including Customer’s right to use Licensed Software and to receive services, credits and refunds from Vendor) and all proceeds related to this PA, to the extent permitted by law. Payee may make related filings as Payee reasonably deems necessary.

Customer agrees it is responsible for and will pay or reimburse Payee upon invoice for all government imposed taxes, duties, fines assessed or imposed on the PA, the Products and the Payment Amounts (but excluding taxes imposed on Payee’s income) or any other amount payable with respect to the PA (collectively “Taxes”).

4. ASSIGNMENT; WAIVER OF DEFENSES, CLAIMS: Customer hereby consents to Payee's assignment of Payee's rights and interests in and to all or a portion of the Payment Amounts to a third party ("Assignee"). Customer shall not transfer or assign any of Customer's rights or obligations under this PA or grant third-party liens or encumbrances in Products without Payee's prior written consent. Customer agrees that neither Payee nor any Assignee shall assume any of Vendor's or Software Licensor’s obligations to Customer under the Agreement, and further, expressly waives, as against Payee and any Assignee, any rights Customer may have or claim related to any matter whatsoever including, without limitation, the design or condition of Products, their merchantability or fitness or capacity or durability for any particular purpose, the quality of the material or workmanship of the Products or conformity of the Products to the provisions and specifications of any purchase order or orders relating thereto, and Customer expressly disclaims the same, and, as to Payee and any Assignee, Customer accepts the Products "AS IS". Payee and any Assignee shall have no liability to Customer or third parties for any claim, loss or damage caused or alleged to be caused directly, indirectly, incidentally or consequentially by the Products, or by any inadequacy thereof or deficiency or defect therein, by any incident whatsoever in connection therewith, arising in strict liability, negligence or otherwise. Customer waives any claim that it may have against Payee for any loss, damage or expense caused by the Products or the Vendor or Software Licensor, even if holder has been advised of the possibility of such damage, loss, expense or cost. Customer acknowledges that Customer ordered the Products from Vendor, and that Customer may have rights under the Agreement and may be entitled to the benefit of warranties provided by Vendor or Software Licensor, and that Customer has received an accurate and complete

DFS Public Payment Agreement Sep2021
Internal Use - Confidential
description of any such rights including any disclaimers or limitations on them or of the remedies thereunder, and Customer shall make any claims under the Agreement solely and directly against Vendor or Software Licensor, but shall nevertheless pay Payee and any Assignee all amounts due and payable under this PA.

5. DEFAULT, RIGHTS AND REMEDIES: In the event (a) Customer fails to pay, when due, any Payment Amount on the Due Date, and such failure shall continue for a period of fifteen (15) days; (b) Customer materially breaches any term herein or other contract with Payee; (c) Customer materially breaches or terminates the Agreement; or (d) Customer invokes the protection of any bankruptcy or insolvency law (any of (a), (b), (c) or (d) above, a “Default”), then any and all Payment Amounts and all other amounts due hereunder and scheduled to become due hereunder shall become immediately due and payable by Customer, without demand or notice, and Vendor or Software Licensor may terminate (upon notification by Payee of Default) all of Customer’s rights to use of the Licensed Software and services.

After the occurrence of a Default hereunder by Customer, Customer agrees to immediately cease using the Licensed Software, to deinstall and delete all copies of Licensed Software from any computer systems owned or controlled by Customer or used for Customer's benefit. Customer further agrees to provide a certificate signed by a Customer officer who is responsible for Customer's information systems attesting to such cessation of use and maintenance, de-installation and deletion of Licensed Software and services. With regard to Products comprised of hardware or tangible personal property and following an uncured Default, Customer shall at Customer’s expense, ship such Products to or make them available at Payee’s designated location for the purpose of repossession, with clear and unincumbered title reverting back to and vesting in Payee. In the event Payee shall institute any action for the enforcement of the collection of the Payment Amounts pursuant to applicable law, there shall be immediately due from Customer, in addition to the unpaid Payment Amounts, all costs and expenses of such action, including reasonable attorneys’ fees. No failure or delay on the part of Payee to exercise any right or remedy hereunder shall operate as a waiver thereof. All remedies are cumulative and not exclusive.

6. FUNDING INTENT: Customer intends to continue this PA for the entire Term and to pay all Payment Amounts and other costs and fees due hereunder. Customer reasonably believes that legally available funds in an amount sufficient to make all Payment Amounts during the Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which all Payment Amounts and other costs and fees due may be paid. Customer intends and Payee agrees that Customer’s obligation to make Payment Amounts under the PA constitutes a current expense of Customer and is not to be construed to be a debt in contravention of applicable law or constitutional or statutory limitations or requirements on the creation of indebtedness or as a pledge of funds beyond Customer’s current Fiscal Period.

7. NON-APPROPRIATION OF FUNDS: Customer may terminate this PA in whole, but not in part, by giving at least sixty (60) days written notice prior to the end of the then current Fiscal Period (as defined in the Customer’s Secretary/Clerk’s Certificate provided to Payee) certifying that: (a) sufficient funds were not appropriated and budgeted by Customer or will not otherwise be available beyond the current Fiscal Period for Payment Amounts or other costs and fees and (b) the Customer has exhausted all funds legally available for payment of such Payment Amounts or other costs and fees due under the PA beyond the current Fiscal Period. Upon termination of the PA, Customer’s obligations under the PA (except those that expressly survive the end of the Term) and any interest in the Products shall cease and Customer shall surrender the Products in accordance with Section 5. 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 this PA, including making budget requests for each Fiscal Period during each applicable PA Term for adequate funds to meet its obligations and to continue the PA in force.

8. ESSENTIAL USE: Customer represents that the use of the Products is essential to Customer’s proper, efficient, and economic operation or to the service which Customer provides to its citizens. Customer 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 PA Term. The Products will be used for the sole purpose of performing one or more of Customer’s governmental or proprietary functions consistent within the permissible scope of Customer’s authority.

9. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that: (a) Customer is a state or a political subdivision or agency of a state pursuant to Section 103 of the U.S. Treasury Code; (b) the entering into and performance of the PA is authorized under Customer’s state laws and Constitution and does not violate or contradict any judgment, law, order or regulation, or cause any default under any agreement to which Customer is a party; (c) Customer has complied with all public bidding requirements, if applicable, and, where necessary, has properly presented the PA for approval and adoption as a valid obligation on Customer’s part; and (d) Customer has sufficient appropriated funds or other monies available to pay all amounts due under the PA for Customer’s current fiscal period.

Upon Payee’s request, Customer agrees to provide us with an opinion of counsel as to clauses (a) through (d) above, a secretary’s or clerk’s certificate of incumbency and authority, and other documents that Payee reasonably requests from time to time in a form satisfactory to Payee.

10. CHOICE OF LAW: This PA will be governed by and construed in all respects in accordance with the laws of the state in which the Customer is located without regard to conflicts of law principles. Subject to applicable laws, the parties’ consent and submit to the jurisdiction of federal courts located within or for the county within the State where Customer is located, or as may otherwise be required by applicable law. The parties waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such courts. EACH PARTY WAIVES ANY OBJECTION TO SUCH JURISDICTION AS WELL AS ITS RIGHT TO A TRIAL BY JURY.

DFS Public Payment Agreement Sep2021
Internal Use - Confidential

11. MISCELLANEOUS: This PA including riders, attachments and exhibits, constitutes the entire agreement regarding the subject matter herein between Customer and Payee and shall supersede any inconsistent terms set forth in the Agreement and all prior oral and written understandings. No term or provision of this PA may be amended except by a written instrument signed by both Payee and Customer; provided that the parties agree that this PA may be amended by written notice from Payee to Customer to adjust the related Payment Amount (any increase up to 15% or any decrease) caused by any change to the Agreement, or to update Product descriptions.

Performance under this PA will not violate Customer’s bylaws, other agreement or judgement to which it is bound, or any law or regulation.

No part of this PA is intended to permit or provide for payment of any amount in excess of lawful amounts. In the event any unlawful excess is collected, Payee shall apply such excess as credit or otherwise refund it to Customer, and the rate or amount involved will automatically be reduced to the maximum lawful rate or amount. To the extent (if any) that this PA or related documentation constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of this PA shall be the copy designated by Payee from time to time, as the copy available for access and review by Customer and Payee. All other copies are copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, the authoritative copy may be restored from a backup, and the restored copy shall become the authoritative copy. Customer agrees to take actions and provide documentation (such as Certificates of Acceptance or financial information) reasonably requested by Payee to effect the intent of this PA. Customer agrees to maintain liability insurance naming Payee as loss payee and property insurance in commercially reasonable amounts adequate to cover repair or replacement of any equipment covered by this PA.

Payment Schedule
See attached Exhibit A.

Customer: xxxxxxxxxxxxxxxxxxxxxxxxxxxx Payee: Dell Financial Services L.L.C.

By: By:

Name: Name:

Title: Title:

Date: Date:

DFS Public Payment Agreement Sep2021
Internal Use - Confidential
SECRETARY OR CLERK’S CERTIFICATE OF INCUMBANCY AND AUTHORITY Regarding the above referenced “Contract” between (“Customer”) and Dell Financial Services L.L.C. (“DFS”) The undersigned hereby certifies to DFS, including its successors and assigns, that:
(a) the undersigned is the Secretary or Clerk of the Customer, which is a state or a political subdivision or agency of the state in which it is formed,
(b) the signer on the Contract has full right, capacity and power and is duly authorized by all requisite governmental action to execute, deliver, and bind Customer to the Contract, and
(c) the signature appearing on the Contract is in fact the signature of such signer.

By:*
Name:

Title:

Date:
* The signers on the Contract and this Secretary/Clerk’s Certificate of Authority must be two different authorized signatories.

DFS Public Payment Agreement Sep2021
Internal Use - Confidential
Exhibit A
Payment Schedule
[ADD AMORTIZATION TABLE HERE]

Dell - Restricted - Confidential
Pharos Financial Services Public Master Lease Agreement DATE

Reference: Page 1 of 6
Master Lease Agreement – Public NOV2018
EFFECTIVE DATE:

MASTER LEASE AGREEMENT NO.

LESSOR:PHAROS FINANCIAL SERVICES L.P.

Mailing Address:

One Dell Way
Round Rock, TX 78682
LESSEE:

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 Lessee’s 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 Seller’s 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 Lessee’s 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 Lessee’s 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 noncancelable 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 attorney’s 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 Lessor’s purchase and Lessee’s 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 Lessor’s 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

Reference: Page 2 of 6
Master Lease Agreement – Public NOV2018

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
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 Lessee’s Secretary/Clerk’s Certificate provided to Lessor) certifying that: (1) sufficient funds were not appropriated and budgeted by Lessee’s 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, Lessee’s 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 Lessee’s 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 Lessor’s prior written consent, Lessee may provide this insurance pursuant to Lessee’s 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 Lessee’s selfinsurance 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 Lessor’s 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 Lessor’s 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 6
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 Lessor’s 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 6
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: Pharos Financial Services L.P., 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.

22. MISCELLANEOUS.

Reference: Page 5 of 6
Master Lease Agreement – Public NOV2018
(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 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 6 of 6
Master Lease Agreement – Public NOV2018
EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date.
{Lessee Name}
“Lessee”
BY:

NAME:

TITLE:

DATE:

PHAROS FINANCIAL SERVICES L.P.

By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL

PARTNER
“Lessor”
BY:

NAME:

TITLE:

DATE:

Reference: Page 1 of 3
Internal Use Secretary Clerk - Confidential Certificate - Public 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
Internal Use Secretary Clerk - Confidential Certificate - Public

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 person’s 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.

Reference: Page 3 of 3
Internal Use Secretary Clerk - Confidential Certificate - Public (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.
(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: ________________________________________.

Pharos Financial Services
Billing and Schedule Information
Welcome to Pharos Financial Services (PFS). 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 Payable team as needed. Once ready, return it to your PFS Sales Representative or send it to DFS_Customer_Setup@ Dell.com. If you have any questions about the form, contact your representative. Thank you.

I. Preparing Your A/P System to Remit PFS Payments:

Below is the most commonly requested information by our customers to assist them in setting up their systems to successfully remit PFS payments. If you require any other information, please contact your representative. ACH Instructions (preferred) Wire Transfer Instructions Payee Information JPMorgan Chase Bank, N.A.
1 Chase Manhattan Plaza
New York, NY 10081
PFS Accounts Only
ABA # 021000021
Account # 432217011 MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER C7; format should be ¿rst choice if it is an option
Email remittance to [email protected]
JPMorgan Chase Bank, N.A.
1 Chase Manhattan Plaza
New York, NY 10081
PFS Accounts Only
ABA # 021000021
Account # 432217011 MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER Email remittance to [email protected]
JPM Swift Code for international wires only: CHASUS33
Pharos Financial Services, L.P., Payment Processing Center Federal Tax ID# 04-3652033
PO Box 6549
Carol Stream, IL 60197-6549
II. 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
this individual should be named as an authorized signatory on the Incumbency or Secretary Clerk Certi¿cate

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 Pharos Financial Services L.P.

If you are unable to issue purchase orders to PFS please specify how the PO will be issued:

Do you utilize blanket PO’s? Yes No
Do you use a diႇerent PO for payment versus procurement" <es 1o Is PO ful¿llment required for scheduling" <es 1o
PFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements, please contact your PFS 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: Please provide your ta[ e[emption or direct pay certi¿cate to both P)S and the product vendor.

Certi¿cates intended for Leases should be issued to Pharos )inancial Services, L.P. and those for Loans should be issued to the product vendor. Where required, sales/use taxes will be assessed and invoiced to PFS by the vendor.

Note: If ta[ e[empt, a valid 7a[ ([emption or Direct Pay Certi¿cate must be provided for each state in which the products are located. 7a[ E[empt &erti¿cate 5eTXirementV

• Address to Pharos Financial Services L.P.
• Should coincide with the date the schedule is signed
‡ List a description of the items
computer hardwaresoftware is generally suႈcient
• Signed by an authorized employee/owner
7he IollowinJ are not acceptaEle IormV oI 7a[ E[emption &erti¿cateV

‡ I5S letter declaring the company as a nonpro¿t
0C
entity

• CA letter exempting a company from Franchise and Income Tax • W-9 form
‡ State registration certi¿cates

0ississippi is the only state that accepts the I5S letter as an acceptable e[emption certi¿cate Business Personal Property Tax: 7angible business personal property is ta[able in most states. In general, the de¿nition of tangible 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 PFS 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) Summary
Delivery 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 No Do you require a PO number on the invoice to process payment? Yes No V. 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:
(mail $ddress for PD) or (lectronic Invoices
if diႇerent than $P contact

VII. Taxes and Fees:

Is your company/entity tax exempt? Yes No
If not e[empt, do you intend to ¿nance upfront ta[
if applicable
on the schedules
contracts
" <es 1o
Personal Property Tax (PPT): Rebill Annually Monthly Property Management Fee California (nvironmental )ee
Do you intend to ¿nance the California (nvironmental )ee, if applicable" <es 1o Do you intend to ¿nance shipping by adding shipping costs for the products to your schedule" <es 1o We appreciate for taking the time to provide the information above. Our goal is to provide a seamless schedule and invoice delivery.

Thank you for choosing Pharos Financial Services.

Dell - Restricted - Confidential
Pharos Financial Services Lease Schedules
Fair Market Value
Software
DATE

Reference: Page 1 of 2
Master Lease Schedule FMV - Public
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 PHAROS FINANCIAL SERVICES L.P. ("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 first payment 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 applicable laws. If this Lease is determined to be a lease intended as security, in no event shall Lessee be obligated to pay any time price balance differential in excess of the maximum amount permitted by applicable law (as specified herein or the state where the Products are located, whichever law permits the greater amount). In the event Lessor shall receive anything of value 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. In order to reduce the unpaid time price balance, any amount deemed interest shall, to the fullest extent permitted by applicable law, 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 180 days 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.

Reference: Page 2 of 2
Master Lease Schedule FMV - Public
(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-tomonth 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:

PHAROS FINANCIAL SERVICES L.P.

By: PHAROS FINANCIAL SERVICES, INC. ITS

GENERAL PARTNER
“Lessor”
By:

Name:

Title:

Date:

Reference: Page 1 of 3
Master Lease Schedule Software Only
MASTER LEASE AGREEMENT SCHEDULE NO.
(SOFTWARE AND/OR SERVICES ONLY FINANCING SCHEDULE)

THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. AND ANY AMENDMENTS, IF APPLICABLE, ("Agreement") DATED BETWEEN PHAROS FINANCIAL SERVICES L.P. ("Lessor") AND ("Lessee"). If the entity named on this Schedule is not the Lessee named under the Agreement, then such entity, if an affiliate of Lessee approved in writing in advance by Lessor, shall be deemed the Lessee under this Schedule.

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 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.

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.

PRODUCTS CONSISTING SOLELY OF SOFTWARE AND/OR SERVICES: The Products covered by this Schedule consist exclusively of the Software and/or services identified on Exhibit A; that Lessee hereby acknowledges have 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: 7 (Return); 9 (Alterations); 13(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of any Products that would violate the underlying license, service or similar agreement); and, 16 (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

Reference: Page 2 of 3
Master Lease Schedule Software Only
(Licensed Materials); 11 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability; Finance Lease); 15 (Indemnification); and, 21(i) (Limit on Interest Charges). 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.

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, 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 and 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 with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software and obtaining the services, (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 services, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Seller, Lessee authorizes Lessor to deliver a copy of this Schedule to the Seller 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. 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 it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, notwithstanding anything in the Agreement to the contrary, 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.

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.

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”.

Reference: Page 3 of 3
Master Lease Schedule Software Only
EXECUTED by the undersigned on the dates set forth
below, to be effective as of the Effective Date.
{Lessee Name}
“Lessee”
BY:

NAME:

TITLE:

DATE:

PHAROS FINANCIAL SERVICES L.P.

By: PHAROS FINANCIAL SERVICES, INC. ITS

GENERAL PARTNER
“Lessor”
BY:

NAME:

TITLE:

DATE:

Reference: Page 1 of 1
Validity Opinion Letter - Public
Internal Use - Confidential

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 or constitutional 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 accordance with its terms; (d) No 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 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 federal 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 or regulation 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 or become fixtures 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 for Lessee'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.

Very truly yours,
*Authorized Signatory of Lessee under the Agreement.

Dell EMC Master Flexible Consumption Agreements
and Schedules
Proprietary to Dell Technologies

DELL EMC SLED MFCA Rev 20201005 - 1 CONFIDENTIAL
Internal Use - Confidential
Dell EMC APEX Flex on Demand (FOD) – Public Sector Terms Only This Exhibit states the public sector terms that apply specifically to the APEX Flex on Demand (FOD) offering for consumption-based as-a-service. The General Terms are incorporated by reference into this Exhibit, which is the public sector Master Flexible Consumption Agreement and sample Flex on Demand (FOD) Schedule(s). If there is a conflict between this Exhibit and the General Terms, this Exhibit controls.

This Exhibit is 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

Dell - Internal Use - Confidential
DELL EMC SLED MFCA Rev 20201005 - 1 CONFIDENTIAL
Internal Use - Confidential

MASTER FLEXIBLE CONSUMPTION AGREEMENT
APEX FLEX ON DEMAND TERMS AND CONDITIONS – PUBLIC SECTOR ONLY For DELL EMC Use Only
Contract ID
MASTER FLEXIBLE CONSUMPTION AGREEMENT – U.S. STATE & LOCAL GOVERNMENT This Master Flexible Consumption Agreement (this “Master Agreement” or “MFCA”) is made effective as of ___________________ (the “Effective Date”) between the following parties:

EMC Corporation (“Dell EMC”) Xxxxxxxxxxxxxx (“Customer”) 176 South Street And Xxxxxxxxxxxxx
Hopkinton, MA 01748 Xxxxxxxxxxxxxxxx
Email for Legal Notices: [email protected] Email 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)”). This MFCA shall govern each Schedule (including any related purchase order) that references this MFCA.

1. DEFINITIONS.

A. “Billing Period” means the period of time identified on a Schedule for which DELL EMC will invoice Customer for its Flexible Consumption.

B. “Customer Data” means all data stored on the
Deployed Capacity by or on behalf of Customer or its end users and information derived from such data, including all file layouts and records associated therewith). As between Customer and DELL EMC, Customer Data is Customer’s
Confidential Information.

C. “Documentation” means the then-current, generally
available, written user manuals and online help and guides provided by DELL EMC for Deployed Capacity.

D. “Flexible Consumption” means the amount of
Customer’s usage of the Deployed Capacity, as it may vary from time to time, measured pursuant to a description and metrics identified on the Schedule.

E. “Flexible Consumption Fee” means, for a particular
Billing Period, (i) the fee for the Monthly Committed
Capacity, and (ii) the fee charged by DELL EMC for
Customer’s Flexible Consumption above the Monthly
Committed Capacity, calculated in accordance with the
pricing set forth in the Schedule.

F. “Flexible Consumption Period” means the time period
identified as such on a Schedule, and any DELL EMC
approved extension(s) thereto.

G. “Installation Site” means the ship-to address or other location identified as such on the Schedule as the site of installation and/or use of a Deployed Capacity, or a
subsequent location approved by DELL EMC.

H. “Monthly Committed Capacity” means the amount of
capacity the Customer commits to paying for each monthas specified in a Schedule regardless of it actual consumption of capacity.

I. “Deployed Capacity” means collectively:
(a)“Equipment” (which is EMC-branded or Dell-branded
hardware that DELL EMC provides to Customer under this
Master Agreement); and (b) “Software” (any EMCbranded or Dell-branded programming code licensed to Customer as a standard product, also including microcode, firmware and operating system software), as more
specifically identified on a Schedule. The Deployed
Capacity exclude Third Party Products.

J. “Prime Contract” means, if applicable, the contract
(Prime Contract) and any applicable purchase order, task order or delivery order between Customer and the state or local government entity for the Deployed Capacity and
Support Services described in an applicable Schedule
issued under this Agreement.

K. “Return” of Deployed Capacity means the earlier to
occur of (a) DELL EMC taking possession of the Deployed Capacity at the Installation Site, or (b) DELL EMC receiving and accepting a return of the Deployed Capacity.

L. “Support Services” mean services for the support and maintenance of Deployed Capacity as described in the
Applicable Schedule.

M. “Third Party Deployed Capacity” means hardware,
software, or services that are not “Dell” branded, “EMC” branded, or “DELL EMC” branded.

N. “Warranty Period” means for a specific Deployed
Capacity, the period of warranty coverage listed at:
https://www.delltechnologies.com/content/dam/digitalasset

Dell - Internal Use - Confidential
DELL EMC SLED MFCA Rev 20201005 - 1 CONFIDENTIAL
Internal Use - Confidential
s/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
Customer’s purchase order by (i) 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
Customer’s usage levels. Customer is responsible for
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-site inspection to Customer’s 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 form of payment. Payments to DELL
EMC’s assignee of any amounts due shall not be subject to reduction or setoff. Subject to any right of non-appropriation pursuant to Section 10.B herein, Customer’s obligation to pay the Monthly Flexible Consumption Fee for the Flexible Consumption Period is absolute, unconditional and noncancellable 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 EMC’s net income. If Customer is required to withhold
taxes, then Customer will forward any withholding receipts to DELL EMC. Unless otherwise provided on Customer’s
purchase order, invoices shall be sent to the Customer
contact point or Customer’s Accounts Receivable
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 Customr 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 DELL EMC to monitor Customer’s
usage), the amounts owed by Customer for such outage
period shall be based on Customer’s Flexible Consumption 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 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

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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 event impacts DELL EMC’s ability 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 party arising directly or indirectly out of Customer’s
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 coinsured and loss payee respectively, unless otherwise prohibited by law. Upon DELL EMC’s prior written consent, Customer may meet the above insurance requirements
with its existing self-insurance program, as provided under applicable law. Upon DELL EMC’s request Customer must
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 any claims without DELL EMC’s agreement.

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 without DELL EMC’s prior written consent. Customer shall give DELL EMC immediate written notice of any attachment or judicial process affecting the Deployed Capacity or DELL EMC’s ownership of which Customer becomes aware. 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) can not 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 users. Customer’s rights to use the Software provided by 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 enhanced functions, is licensed for use solely on such
Equipment item.

5. WARRANTY.

A. DELL EMC Warranty. During the Warranty Period,
DELL EMC will maintain a Deployed Capacity’s ability to

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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
within thirty (30) days of receipt of notice (the “Cure Period”). If DELL EMC fails to cure such defect within the 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 or other causes beyond DELL EMC’s control;
(iii) installation, operation or use not in accordance with DELL EMC’s instructions or the applicable Documentation; (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 EMC’s consent or whose original identification marks have 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
DEFECTS OR THAT IT WILL MEET CUSTOMER’S
REQUIREMENTS.

D. Customer Warranties.
(i). Validity and Documentation. Customer represents,
warrants and covenants to DELL EMC and will provide to
DELL EMC at DELL EMC’s request all documents deemed
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
“Documentation”) to the effect that, as of the time Customer 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 any court, public board or body, pending or threatened
against or affecting Customer, nor to the best of Customer’s 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 Commited
Capacity, at a minimum, for which it has an immediate need that is neither temporary nor expected to diminish during

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the applicable Flexible Consumption Period. The Deployed Capacity will be used for the sole purpose of performing one or more of Customer’s governmental or proprietary
functions consistent within the permissible scope of
Customer’s authority; and
(i) Customer has, in accordance with the
requirements of law, fully budgeted and appropriated
sufficient funds to make all Flexible Consumtion 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
remedial, upgrade or other works on Customer’s production 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) infringe that party’s patent,
copyright or trade secret enforceable in the country where Customer acquired the Deployed Capacity from DELL
EMC (“Claim”); and (b) indemnify Customer by 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
DELL EMC’s opinion be 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 noninfringing 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
Customer’s exclusive remedies for any third-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
revenue Customer derives from Customer’s services); or
(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 Process. DELL EMC’s duty to defend
and 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
CUSTOMER’S OBLIGATION TO PAY AMOUNTS OWED
HEREUNDER, CUSTOMER’S VIOLATION OF DELL
EMC’S OR ITS AFFILIATES’ INTELLECTUAL PROPERTY
RIGHTS, OR DELL EMC’S INDEMNITY OBLIGATION
STATED IN SECTION 6 ABOVE, EACH PARTY’S TOTAL

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
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 TO
CLAIMS REGARDING VIOLATION OF DELL EMC’S

INTELLECTUAL PROPERTY RIGHTS, NEITHER

CUSTOMER NOR DELL EMC SHALL HAVE LIABILITY

TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,

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EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOSS OF

PROFITS, REVENUES, DATA AND/OR USE), EVEN IF
ADVISED OF THE POSSIBILITY THEREOF.

C. Limitation Period. All claims must be made within () the time period specified by applicable law; or (ii) eighteen (18) months after the cause of action accrues if (a) no such period is specified at law; or (b) the applicable law allows the parties to agree to a shorter period than that specified therein.

8. CONFIDENTIALITY.

A. Existing Non-Disclosure Agreement: If Customer and
DELL EMC have a non-disclosure agreement in place as of the date of this Master Agreement, then that non-disclosure agreement shall supersede this Section 8. Where no such non-disclosure agreement exists Section 8.B shall apply.

B. Confidential Information. “Confidential Information” means any information that is marked “confidential” or
“proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form. Confidential Information does not include information that is (i) rightfully in the receiving party’s possession without prior obligation of confidentiality from the disclosing party; (ii) a matter of public knowledge; (iii) rightfully furnished to the receiving party by a third party without confidentiality restriction; or (iv) independently developed by the receiving party without reference to the disclosing party's Confidential Information. Each party shall (a) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Master Agreement or any Schedule or purchase order hereunder; and (b) protect from disclosure to any third parties, by use of a standard of care equivalent to that as used by recipient to protect its own information of a similar nature and importance, and, no less than the use of reasonable care, any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years thereafter, except with respect to (1) Customer Data to which DELL EMC may
have access in connection with the provision of Services, which shall remain Confidential Information until one of the exceptions 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 receiving party’s group, advisors, 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.

Customer’s usage of DELL EMC’s Deployed Capacity or
Support Services and access to related technology (the
“Materials”) are for its own use, not for resale, export, reexport, or transfer. Customer is subject to and responsible for compliance with the export control and economic
sanctions laws of the United States and other applicable jurisdictions. Materials may not be used, sold, leased, exported, imported, re-exported, or transferred except as in compliance with such laws, including, without limitation, export licensing requirements, end-user, end-use, and enddestination restrictions, and prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control's
Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied Persons List.

Customer represents and warrants that it is not the subject or target of, and that Customer is not located in a country or 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 applicable jurisdictions.

10.TERM; APPROPRIATION OF FUNDS; EVENTS OF
DEFAULT; REMEDIES.

A. Master Agreement Term. This Master Agreement
commences on its Effective Date, and unless otherwise
terminated as set forth below, shall terminate for
convenience when a party sends written notice of
termination, which notice shall become effective forty-five (45) days after receipt thereof. Such termination shall not terminate any Schedule already in effect at the time thereof and shall not impact any renewal provisions of such
Schedules. Any provision that by its nature or context is intended to survive any termination or expiration, including but not limited to provisions relating to payment and liability, shall so survive. Unless earlier terminated pursuant to its term, each Schedule shall commence and expire in
accordance with its terms.

B. Appropriation of Funds.
(i) Customer reasonably believes that legally available funds in an amount sufficient to make all Monthly Flexible 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 funds beyond Customer’s current Fiscal Period.

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(ii) Customer 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
Customer’s Secretary/Clerk’s Certificate or other such
documentation as reasonably requested by and provided to DELL EMC) certifying that: (1) sufficient funds were not appropriated and budgeted by Customer’s governing body
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,
Customer’s obligations under the Schedule (except those 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 Consuption Period for adequate funds to meet its obligations hereunder and to continue the Schedule in
force.

C. Events of Default. Notwithstanding Customer’s rights under 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 and reasonable attorney’s fees incurred by DELL EMC in
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 firstclass 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
One Dell Way, Round Rock, TX 78682
B. 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,

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C. Assignment and Change in Control. The assignment
or transfer, whether by operation of law or otherwise, of a party’s right(s) or delegation of obligation(s) hereunder, 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 of DELL EMC’s assets or 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 Customer for the Services’ performance.

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
Customer’s financial statements (prepared in accordance 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.

EMC Corporation (“Dell EMC”) CUSTOMER NAME (“Customer”) By:________________________________________ By:________________________________________ Name (Print):_______________________________ Name (Print):_______________________________ Title:_______________________________________ Title:_______________________________________

APEX FLEX ON DEMAND SCHEDULE TO THE MASTER FLEXIBLE CONSUMPTION AGREEMENT SUPPLEMENTAL 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 “Schedule”) sets forth the terms under which the customer identified below (“Customer”) may access and use certain Deployed Capacity from the Dell entity identified below (“DELL EMC”). Customer’s use of the Deployed Capacity is subject to the terms of this Schedule and the Governing Agreement identified below.

Effective Date: ________________ Governing Agreement:

Customer’s existing Master Flexible Consumption
Agreement with DELL EMC dated on or about: _________
Name of Dell EMC entity (“DELL EMC”):

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 Customer’s facility is not prepared for the installation of Deployed Capacity, (ii) the first day of the second month following the Deployed Capacity’s arrival at the Installation Site (as applicable, the “Commencement Date”).

2. Listing of Deployed Capacity; Unit of Measure (“UOM”) for Software; Level of Support 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-warrantyinformations/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-dellemcprosupport-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-dellemcprosupport-plus-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 One for Data Center:
https://www.delltechnologies.com/content/dam/documents-and-videos/dv1/en/services/support/legal-pricing/dell-emc-prosupport-one-for-datacenter.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

DELL EMC SLED MFCA SCHEDULE
20210401
usage is based on a minimum committed amount of use (the “Monthly Committed Capacity”) plus any usage in excess thereof (use of the “Monthly Reserve Capacity”). 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. “Metered Total Capacity” means the reported capacity of the Deployed Capacity based upon Customer’s storage 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 conditions of this Schedule even if Customer’s actual usage is less than the Monthly Committed Capacity. If the monthly use is 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-five (85%) percent of the Metered Total Capacity, and Customer’s use of the Reserve Capacity between 85% and 100% of the Metered Total Capacity be at no charge to Customer (“Reserve Capacity Cap”) except in cases of: (i) interruption 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. Customer’s initial purchase order must specify an amount that is at least equal to the monthly 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 Customer’s purchase order(s) issued to DELL EMC in connection with this Schedule. If DELL EMC reasonably determines that the amount of Customer’s original purchase order will not cover the actual Flexible Consumption 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.

Table 3.4 – Purchase Order Amount
Customer Purchase Order amount is: $X,XXX,XXX

3.5 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 Flexible Consumption 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 Period

3.6 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 information and 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. DELL EMC shall deliver all Deployed Capacity to the “Ship-To” address stated in Table 4.3 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 shall be considered incorporated into, this Schedule. The terms and conditions in this Schedule are deemed to be confidential information in accordance with the Governing Agreement. In the event of the assignment of this Schedule by DELL EMC, the assignee shall have all DELL EMC’s rights hereunder, but none of its obligations, and upon receipt by Customer of written notice of any such assignment, Customer shall make all Flexible Consumption Fee payments thereafter becoming due under any assigned Schedule to such assignee, and in regards to the Committed Capacity portion of that Fee, without regard to any set-off, defense or counter claim that Customer may have against DELL EMC or any third party. Customer and DELL EMC agree that a signed Schedule may 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.

EMC CORPORATION (“DELL EMC”) ABC (“Customer”)
By (Sign): By (Sign):

Name (Print): Name (Print):

Title: Title:

MFCA SCHEDULE
20190412
Internal Use - Confidential
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.

3.5 Purchase Order Requirements. Customer’s initial purchase order must specify an amount that is at least equal to the monthly 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 Customer’s purchase order(s) issued to Dell EMC in connection with this Schedule. If Dell EMC reasonably determines that the amount of Customer’s original purchase order will not cover the actual Flexible Consumption 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.

Table 3.4 – Purchase Order Amount
Customer Purchase Order amount is: $X,XXX,XXX

3.5 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 Flexible Consumption 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 Period

STORAGE
MEMORY

3.6 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 Products. Customer shall completely migrate its information and data off of the Products and establish a mutually convenient date, coinciding with the end of a Billing Period, when the Products will be returned to Dell EMC. However, until Customer notifies Dell EMC that Customer has removed its data and the Products have 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. Dell EMC shall deliver all Products to the “Ship-To” address stated in Table 4.3 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).

MFCA SCHEDULE - VXRAIL
20210401
Internal Use - Confidential
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 shall be considered incorporated into, this Schedule. The terms and conditions in this Schedule are deemed to be confidential information in accordance with the Governing Agreement. In the event of the assignment of this Schedule by Dell EMC, the assignee shall have all Dell EMC’s rights hereunder, but none of its obligations, and upon receipt by Customer of written notice of any such assignment, Customer shall make all Flexible Consumption Fee payments thereafter becoming due under any assigned Schedule to such assignee, and in regards to the Committed Capacity portion of that Fee, without regard to any set-off, defense or counter claim that Customer may have against Dell EMC or any third party. Customer and Dell EMC agree that a signed Schedule may be amended by written notice from Dell EMC to Customer provided such notice is to correct the serial (or service tag) number of Products.

The parties have caused their authorized representatives to sign and this Schedule becomes effective as of the Effective Date.

EMC Corporation (“Dell EMC”) ABC (“Customer”)
By (Sign): By (Sign):

Name (Print): Name (Print):

Title: Title:

MFCA SCHEDULE
20190412
Attachment 1
Product list to be added

Title Page
Lenovo (United States) Inc. Response to
the National Cooperative Purchasing
Alliance c/o Region 14 Education Service
Center
RFP # 45-22: Technology Solutions,
Products, and Services
November 17, 2022
Steven Franco
Account Executive
432-269-9996
[email protected] ATTACHMENT 2

Lenovo (United States) Inc.  2
Cover Letter
Lenovo.com 8001 Development Drive
Morrisville, NC 27560
November 17, 2022
National Cooperative Purchasing Alliance
c/o Region 14 Education Service Center
P.O. Box 701273
Houston, TX 77270
Re: Lenovo (United States) Inc. Response to RFP # 45-22: Technology Solutions, Products, and Services
Dear Selection Committee,
Lenovo knows that smarter technology can help organizations transform how they operate, the services they deliver, and how they collaborate and interact with citizens and communities. Ultimately, it’s about connecting people, priorities, and technology in important ways. Lenovo’s broad product portfolio, deep expertise, and relentless focus on innovation makes us the ideal partner for this important work.

Thank you for the opportunity to offer what Lenovo believes is an exciting technology solution to meet National Cooperative Purchasing Alliance’s (NCPA’s) requirements. We are confident that our deep public sector expertise and dedication to our partnership with you will ensure a successful technology decision and contribute to improved agency outcomes. Our proposal outlines a few of our many commitments to the continued success of your organization.

Unparalleled Technology Leadership
As the world’s leading PC company, Lenovo enjoys a record market share of 24.8 percent, per Gartner’s Market Share Analysis (Q2 2022). Our leadership position is built on a solid, award-winning product portfolio that stretches from mobile endpoints to high-performance, hyperconverged data center productivity, and includes a broad selection of accessories to maximize IT dollars. We combine our breakthrough hardware innovation with a full ecosystem of service and solutions partners to give our customers streamlined answers for their technology challenges.

Experienced Government Agency Partner
Our commitment to the public sector runs deep. We have invested in dedicated federal, state, and local government account teams, and created a dedicated center of excellence for contracts and procurement.

Lenovo delivers unprecedented reliability and unbeatable mobility to over 900 state and local agencies across America. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy.

Unbeatable Product Quality, Durability, and Innovation
Because workstyles are more demanding than ever, we offer the broadest portfolio of MIL-SPEC-tested products and subject our machines to even more stringent examinations internally. Lenovo is committed to continuously improving the quality and value of our products and solutions.

Lenovo (United States) Inc.  3
Secure from the Inside Out
We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical agency functions.

U.S. Investments
In addition to the investments in our Morrisville, North Carolina headquarters, Lenovo maintains both its enterprise campus and its U.S. fulfillment center in North Carolina. This results in 6,800+ employees and an annual economic impact of $1 billion for North Carolina. Lenovo purchases $10 billion in goods and services from U.S. companies annually.

Lenovo’s commitment to providing meaningful, end-to-end technology solutions has made us the world’s top technology partner in the public sector market. Should you have any questions or require additional information, please reach out to the Lenovo team at your convenience.

Sincerely,
Darren Estridge
Executive Director

Lenovo (United States) Inc.  4
Table of Contents
Title Page ......................................................................................... 1 Cover Letter ..................................................................................... 2 Table of Contents ............................................................................ 4 Tab 1 – Master Agreement/Signature Form ................................... 5 Master Agreement ‒ General Terms and Conditions.................................. 5 Process......................................................................................................10 Evaluation Criteria .....................................................................................13 Signature Form..........................................................................................14 Tab 2 – NCPA Administration Agreement.....................................15 Acknowledgment of Contractor Requirements..........................................17 Tab 3 – Vendor Questionnaire .......................................................18 Tab 4 – Vendor Profile....................................................................22 Tab 5 – Products and Services/Scope ..........................................30 Products ....................................................................................................31 Services.....................................................................................................33 Financial Services Offerings......................................................................35 Tab 6 – References.........................................................................37 Tab 7 – Pricing................................................................................41 Tab 8 – Value Added Products and Services................................43 Tab 9 – Required Documents ........................................................46 Federal Required Signatures ....................................................................48 Antitrust Certification Statements Texas Government Code § 2155.005 . 49 Appendix A: Lenovo Customer Agreement..................................50

Lenovo (United States) Inc.  5
Tab 1 – Master Agreement/Signature Form
Master Agreement ‒ General Terms and Conditions
Customer Support
The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.

Lenovo concurs.

Disclosures
Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

Lenovo concurs.

Renewal of Contract
Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor.

Lenovo concurs with the understanding that such renewals will be based upon the mutual agreement of the parties.

Funding Out Clause
Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract.

Lenovo concurs.

Shipments (if applicable)
The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

Lenovo understands and will comply.

Lenovo takes our commitments to customers very seriously and will establish and implement processes for NCPA to ensure that product delivery and installation timeframes are met.

Our Lenovo Direct Fulfillment goal is to offer NCPA our best-of-breed products, aggressively priced, with a fulfillment model customized to your unique requirements. In the US, Lenovo should be able to ship standard topseller products within 7 business days, and standard and forecasted custom products within 4 to 6 weeks from receipt by Lenovo of a valid purchase order. If the ship date extends beyond these time

Lenovo (United States) Inc.  6
frames, Lenovo will communicate with the customer the revised ship date as information becomes available.

This order fulfillment objective does not apply to initial orders for custom models. When Lenovo creates a custom model based on unique requirements, these models are subject to a “First Off Test” (FOT) which is a process to ensure that the newly created custom model is technically valid, properly manufactured, and has a functional configuration.

Standard shipping is assumed, and premium shipping is available upon request for an additional fee.

Lenovo will be pleased to meet with NCPA and discuss solutions to meet your specific delivery requirements.

Tax Exempt Status
Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

Lenovo concurs.

Payments
The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor.

Lenovo concurs.

Adding Authorized Distributors/Dealers
Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized.

Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA.

Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder.

All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA.

Lenovo concurs.

Pricing
All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.

All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing
Lenovo concurs for hardware and software products.

For Lenovo services, the pricing contained herein is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the services, and any applicable taxes.

Lenovo (United States) Inc.  7
Warranty
Proposal should address the following warranty information:
• Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts
• Life expectancy of equipment under normal use
• Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects
Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Lenovo’s Limited Warranty
Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service.

Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms.

Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement.

Warranty Parts Process for Lenovo
Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date.

A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system.

This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system.

Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements.

Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part.

Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage.

Life Expectancy
Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle.

Lenovo (United States) Inc.  8
Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-onarrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned.

Safety
Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

Lenovo concurs.

Permits
Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor.

Lenovo concurs.

Indemnity
The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.

Please note, Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing the purchase of Lenovo’s products and services by the Consortium. Lenovo's proposed patent and copyright protection and IP infringement protection is located in Section 16 of the Agreement. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement.

Franchise Tax
The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

To the best of our knowledge and belief, Lenovo is not currently delinquent in the payment of any Texas franchise taxes.

Supplemental Agreements
The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor.

Lenovo concurs.

Certificates of Insurance
Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any

Lenovo (United States) Inc.  9
modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

Lenovo concurs with the clarification that notification shall be in accordance with the terms and conditions of the applicable policy provisions.

Legal Obligations
It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Lenovo concurs that it will comply with all local, state, and federal laws applicable to Lenovo as a provider of information technology products and services.

Protest
A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following:
• Name, address and telephone number of protester
• Original signature of protester or its representative • Identification of the solicitation by RFP number
• Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested
Any protest review and action shall be considered final with no further formalities being considered.

Lenovo understands.

Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty
Lenovo concurs.

Prevailing Wage
It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor

Lenovo (United States) Inc.  10
the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

Lenovo does not believe that any prevailing wage laws would be applicable to Lenovo’s provision of products and services under any contract resulting from this solicitation.

Termination
Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

Lenovo is in general agreement with the termination rights provided for above, with the understanding that Lenovo would be reimbursed for any products and services Lenovo delivers through the date of termination, as well as any reimbursable expenses Lenovo incurs. Lenovo would also seek reimbursement of any applicable adjustment or termination charges and for expenses Lenovo incurs as a result of such termination (which Lenovo will take reasonable steps to mitigate), all in accordance with the provisions of the Lenovo Customer Agreement which can be found in Appendix A: Lenovo Customer Agreement on page 50.

Open Records Policy
Because Region 14 ESC is a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

Lenovo understands.

Process
Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document.

Lenovo concurs.

Contract Administration
The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.

Lenovo understands.

Lenovo (United States) Inc.  11
Contract Term
The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to five (5) additional one-year terms or any combination of time equally not more than 5 years.

It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract.

Lenovo understands.

Contract Waiver
Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.

Lenovo understands.

Price Increases
Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved.

Lenovo understands.

Products and Services Additions
New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP.

Lenovo concurs.

Competitive Range
It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration.

Lenovo understands.

Deviations and Exceptions
Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible.

Lenovo understands.

Estimated Quantities
While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $400 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program.

Lenovo understands.

Evaluation
Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the

Lenovo (United States) Inc.  12
lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.

Lenovo understands.

Formation of Contract
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

Lenovo understands; however, Lenovo’s offer to contract with Region 14 ESC is based upon Lenovo’s response to the solicitation and Lenovo’s modifications, exceptions, and clarifications thereto.

NCPA Administrative Agreement
The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.

Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement.

Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed.

Clarifications/Discussions
Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal.

Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.

Lenovo understands.

Multiple Awards
Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies.

Lenovo understands.

Past Performance
Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and

Lenovo (United States) Inc.  13
cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

Lenovo understands.

Evaluation Criteria
Pricing (40 points)
Electronic Price Lists
• Products, Services, Warranties, etc. price list
• Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item.

Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.
• Vendor’s ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance
• Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards.

References and Experience (20 points)
• A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years
• Respondent Reputation in marketplace
• Past Experience working with public sector.
• Exhibited understanding of cooperative purchasing
Value Added Products/Services Description, (8 points)
• Additional Products/Services related to the scope of RFP • Marketing and Training
• Minority and Women Business Enterprise (MWBE) and (HUB) Participation • Customer Service
Technology for Supporting the Program (7 points)
• Electronic on-line catalog, order entry use by and suitability for the entity’s needs • Quality of vendor’s on-line resources for NCPA members. • Specifications and features offered by respondent’s products and/or services Lenovo understands NCPA’s evaluation criteria.

Lenovo (United States) Inc.  14
Signature Form
The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted as clarified in writing in Lenovo’s response. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed: 120 days
Lenovo (United States) Inc._____
Company Name
8001 Development Drive _______
Address
Morrisville, NC 27560__________
City State Zip
855-253-6686________________ n/a_________________________ Telephone Number Fax Number
[email protected] _________________________________________ Email Address
Darren Estridge _____________ Executive Director______________ Printed Name Position
_____________________________
Authorized Signature

Lenovo (United States) Inc.  15
Tab 2 – NCPA Administration Agreement
Lenovo Response:

Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement.

Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed.

Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement.

This Administration Agreement is made as of _________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and _________________________________ (“Vendor”).

Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Technology Solutions, Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement;
WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;
WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA
WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement;
WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis;
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:

General Terms and Conditions
• The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this December 1, 2022
December 1, 2022
Lenovo (United States) Inc

Lenovo (United States) Inc.  16
Administration Agreement except as expressly changed or modified by this Administration Agreement.
• NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.
• Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, remarketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement.
• With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding.
• Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA.
• If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled.
• Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder.

Term of Agreement
This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the

Lenovo (United States) Inc.  17
termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.

Fees and Reporting
The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount
Total ____________
Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below.

Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee
0 - $30,000,000 2%
$30,000,001 - $50,000,000 1.5%
$50,000,001+ 1%
Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit.

Acknowledgment of Contractor Requirements
National Cooperative Purchasing Alliance
Organization Vendor Name
Name Name
Title Title
Address Address
Address Address
Signature Signature
Date Date
Lenovo (United States) Inc.

Darren Estridge
Executive Director Lenovo Government
8001 Development Drive
Morrisville, NC 27560
12/5/2022
Matthew Mackel
Director, Business Development
PO Box 701273
Houston, TX 77270
December 1, 2022

Lenovo (United States) Inc.  18
Tab 3 – Vendor Questionnaire
Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services.

Locations Covered
• Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies.

All 50 States & District of Columbia
(Selecting this box is equal to checking all boxes below) Alabama Illinois Montana Rhode Island
Alaska Indiana Nebraska South Carolina
Arizona Iowa Nevada South Dakota
Arkansas Kansas New Hampshire Tennessee
California Massachusetts New Jersey Texas
Colorado Michigan New Mexico Utah
Connecticut Minnesota New York Vermont
Delaware Mississippi North Carolina Virginia
D.C. Missouri North Dakota Washington
Florida Kentucky Ohio West Virginia
Georgia Louisiana Oklahoma Wisconsin
Hawaii Maine Oregon Wyoming
Idaho Maryland Pennsylvania
All U.S. Territories and Outlying Areas
(Selecting this box is equal to checking all boxes below) American Samoa Northern Marina Island
Federated States of Micrones Puerto Rico
Guam U.S. Virgin Islands
Midway Islands
All Canada Provinces and Territories
(Selecting this box is equal to checking all boxes below) Alberta Prince Edward Island
British Columbia Quebec
Manitoba Saskatchewan
New Brunswick Northwest Territories
Newfoundland and Labrador Nunavut
Nova Scotia Yukon
Ontario
If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain.

Yes Maybe No
If an opportunity arises, Lenovo could possibly assist. However, currency requirements and trade agreements may impact how we pursue an opportunity.

Lenovo (United States) Inc.  19
If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers?
Yes Maybe No
Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services.

Respondents shall indicate below whether or not they are an M/WBE or HUB certified.

Minority/Women Business Enterprise Respondent Certifies that this firm a Minority / Women Business Enterprise
Historically Underutilized Business Respondent Certifies that this firm is a Historically Underutilized Business
Lenovo Response:

Neither category above applies to Lenovo.

Small Business, MWBE and HUB Growth
If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe.

N/A, we are a recognized small, MWEB or HUB organization No, we do not have any programs in place.

Yes, we have programs in place.

Residency
Responding Company’s principal place of business is in the city of Morrisville, State of North Carolina.

Felony Conviction Notice
Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached):

A publicly held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony Distribution Channel
Which best describes your company’s position in the distribution channel:

Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________ Processing Contact Information
Contact Person Steven Franco
Title Account Executive
Company Lenovo (United States) Inc.

Address 8001 Development Drive
City/State/Zip Morrisville, NC 27560
Phone 432-269-9996
Email [email protected]

Lenovo (United States) Inc.  20
Pricing Information
In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

Yes No
Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No

Lenovo (United States) Inc.  21

Lenovo (United States) Inc.  22
Tab 4 – Vendor Profile
Please provide the following information about your company:

Company’s official registered name.

Lenovo (United States) Inc.

Brief history of your company, including the year it was established.

Lenovo (HKSE: 992) (ADR: LNVGY) is a US$70 billion revenue global technology powerhouse, ranked #172 in the Fortune Global 500, employing 75,000 people around the world, and serving customers every day in 180 markets. Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC player by expanding into new growth areas of infrastructure, mobile, solutions, and services. This transformation together with Lenovo’s world-changing innovation is building a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere.

While the Lenovo brand came into existence in 2004, the company has a much longer history. From our founding in 1984 through our acquisition of IBM’s award-winning Think® lines of PCs and laptops in 2005 and the IBM System X in 2014 to our partnerships with more than 900 US state and local agencies today, our focus has yielded one of the industry’s most diverse cultures — serving more than 1 billion customers around the world.

Lenovo (United States) Inc. is the U.S.-based entity within the global Lenovo corporate structure that offers intelligent devices for government, education, business, and consumer customers. Lenovo has become one of the world’s largest manufacturers offering a wide portfolio of connected products, including PCs (ThinkPad, Yoga, Lenovo Legion), tablets, workstations, augmented and virtual reality (AR/VR) devices, and smart home/office solutions. Lenovo (United States) Inc. headquarters are in Morrisville, NC, along with one of our key global research centers.

To find out more, visit www.lenovo.com and read about the latest news via our StoryHub.

Company’s Dun & Bradstreet (D&B) number.

Lenovo’s D&B number is 52-2449153.

Lenovo (United States) Inc.  23
Company’s organizational chart of those individuals that would be involved in the contract.

Corporate office location.
• List the number of sales and services offices for states being bid in solicitation. • List the names of key contacts at each with title, address, phone and e-mail address.

Lenovo team members for the NCPA contract are based out of our US headquarters or in a home office, which is not listed due to privacy reasons. Telephone and email contact information for key team members are listed below.

Lenovo (United States) Inc. Headquarters
8001 Development Drive
Morrisville, NC 27560
(855) 253-6686
www.lenovo.com/us/en
Key Lenovo Contacts Contact Information
Lance Couch, Contract Manager +1 (281) 712-2155
[email protected]
Melissa Autrey Freeman, Senior Contract Analyst +1 (919) 294-0609 [email protected]
Steven Franco, Account Executive +1 (432) 269-9996
[email protected]
Christy D’Onofrio, Inside Sales Representative +1 (919) 874-3537 [email protected]
Chuck Boorman, Director Business Development +1 (512) 657-5220 [email protected]
Define your standard terms of payment.

Lenovo’s standard payment terms and net 30.

Who is your competition in the marketplace?
Lenovo has a large product portfolio and competition varies by product line. However, our largest competitors include Dell, HP, Samsung, Microsoft, and Apple.

Lenovo (United States) Inc.  24
What differentiates your company from competitors?
Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC manufacturer by expanding into new growth areas of infrastructure, mobile, solutions, and services. Working with our customers, we strive to build a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere.

History of Innovation
Lenovo’s commitment to innovation differentiates our products. By designing, engineering, and building the world’s most complete portfolio of smart devices and infrastructure, we are leading an Intelligent Transformation – the idea of people improving their lives through the use of transformative technology – to create better experiences and opportunities for millions of customers around the world. Since our inception, Lenovo has won hundreds of technology and design awards for our innovative products – including more than 33,000 active patents globally – and introduced many industry firsts, including the world’s first foldable PC, first 2-in-1 convertible laptop, and first 5G smartphone. Also, we have committed to doubling our R&D investment by fiscal year 23/24 from the fiscal year 20/21 level and are adding 12,000 R&D professionals globally.

Commitment to Sustainability and Social Responsibility
After exceeding our 2020 emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. Lenovo has reported on sustainability topics since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. In addition to the net-zero vision, Lenovo has committed to positively impacting 15 million lives through philanthropic programs and partnerships by 2025.

Our philanthropic arm, the Lenovo Foundation, provides smarter technology for all by empowering underrepresented communities with access to technology and STEM education. We also continue to promote diversity, equity, and inclusion. Lenovo was listed in Bloomberg Gender-Equality Index again in

Lenovo (United States) Inc.  25
2022. We are one of the leaders in our industry with over 36% female representation in our workforce.

Also, Lenovo won 24 best employer and best workplace awards last year, including the World’s Most Admired Companies by Fortune magazine.

Trusted, Award-winning Global Supply Chain
Lenovo has once again been named in the Gartner Global Supply Chain Top 25 listing for 2022, rising seven places to rank #9. This recognition highlights Lenovo’s leadership as a purpose-driven organization as well as the operational excellence of our global supply chain. Lenovo’s supply chain has always been a core strength, from managing logistics and our relationships with component suppliers and partners to our unique global hybrid manufacturing footprint of 35+ factories around the world that together see five devices shipped every second to customers. Lenovo’s strong supply chain has been a key factor in our ability to stay flexible and resilient in the face of industry challenges in the last few years and to respond customers’ needs more effectively.

Describe how your company will market this contract if awarded.

Lenovo has held a contract with NCPA since 2015 and will continue to create awareness of the contract and its contents among potential users of the contract. Our marketing plan will include:
• Email announcement of contract award to current Lenovo North American public sector customers and potential customers
• Social media announcements to promote the Lenovo and NCPA relationship – Announcement (upon award) via Lenovo social media outlets including LinkedIn, Twitter, Facebook, and Instagram
– Lenovo YouTube Channel video explaining benefits and offerings of NCPA • Creation of contract-specific marketing flyer for distribution to Lenovo public sector customers • Ongoing contract awareness/education via telephone and email with public sector customers at all levels (e.g., executives, buyers, and end users)
• Multiple contract references/mentions in various North American customer information sessions, including webinars and road shows specific to public sector customers • Ongoing contract awareness/education with our business partners to develop co-marketing opportunities specific to NCPA customer channels
Describe how you intend to introduce NCPA to your company.

Lenovo has successfully leveraged our contract with NCPA since 2015 and continually hosts training for our team members about the contract as well as new member on-boarding training. We will continue to emphasize our contract with NCPA to Lenovo sellers through the following:
• Email notification to Lenovo public sector sales executives in each North American region covered with intent to cascade to all Lenovo public sector sellers • Several internal informational/orientation webcasts/conference calls for extended Lenovo North American sales teams
• Announcement of award on Lenovo's social media outlets LinkedIn, Twitter, Facebook, and Instagram
Describe your firm’s capabilities and functionality of your on-line catalog / ordering website.

Lenovo can create a web portal designed specifically for our direct accounts. Each portal offers a range of products, services, tools, and support chosen specifically to meet your requirements including:
• Personalization − Customer welcome page and customized order authorization levels • Solution selection − Customized product catalogue, specific prices, products that can be browsed by category with comparison capability, fast path to the most-frequently purchased solutions • Order direct and tracking in real time − Shipping and pay preferences in local currency, order tracking online

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• Ease of use − Interactive help to choose options, contacts associated with account, self-service support tools
Lenovo will provide a 24/7 online ordering portal specifically for NCPA purchases. The selected standard configurations will be displayed prominently on the home page and will also offer customization of internal components on non-image models. In addition to NCPA standards, Lenovo portal users will have access to Lenovo's full product catalog − or any subset thereof as designated by the customer − at negotiated pricing. The Lenovo web portal supports credit card, procurement card, and net 30 purchase methods, and may be limited to one or two methods as needed.

The Lenovo web portal allows users to create and place orders, quotes, and save carts for future use. It also provides a link to our order history tool called Order Visibility Portal (OVP). The OVP tool provides comprehensive order information, customizable searches, and downloads. OVP users can create, save, and repeat custom reports, and can also schedule delivery of this information on a repeat basis.

In addition to NPCA’s procurement website, Lenovo offers a 24/7 Technical Support website (support.lenovo.com/en_US/) that provides drivers, updates, how-to guides, technical help, and more.

Users can check whether the product is in or out of warranty as well as the warranty expiration date (pcsupport.lenovo.com/us/en/warrantylookup#/) and view the most up-to-date product information. These support tools are easily accessed through the customized NCPA web portal.

Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.)
NCPA can count on Lenovo to provide superior, 24/7/365 Help Desk support through our award-winning call centers. Spread across geographies and time zones, Lenovo’s 19 call centers give customers seamless coverage to support our customers wherever they are. The call center supporting the North American market is in Atlanta, Georgia. The latest telephony technology integrated with call routing and call management applications help to ensure shorter wait times for customers and provides customer call history information to support specialists with each call. Advanced technological links allow the routing of call center calls, transparently to the customer, to provide coverage during emergency situations or natural disasters. For example, when a US call center closed during a hurricane, calls were routed to Canada with no interruption in support to our customers.

Once an end user places a call to the call center, the caller routed to the appropriate call center agent.

This is where initial problem determination and remote diagnostics begin. If the problem is not resolved remotely or via the shipment of a self-service customer replaceable unit (CRU) at this stage, the agent will determine if the unit is eligible for repair or service (e.g., depot/repair center, carry-in, on-site). When the warranty involves on-site service, the agent will electronically dispatch a field service technician to the site. Our objective is to have the technician on-site based on the response objectives by location. The specialist will arrive with the right skills and training, the right parts, and an action plan to resolve the problem.

Lenovo call centers can be reached via our website (https://support.lenovo.com/us/en) or via telephone (1-855-253-6686 #1).

Green Initiatives (if applicable)
• As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and

Lenovo (United States) Inc.  27
much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative.

Lenovo has reported on our sustainability efforts since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. After exceeding our 2020 greenhouse gas (GHG) emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision.

We continually seek new ways to reduce harmful GHG emissions across all of our business activities, including those of our suppliers and customers. Our commitment to climate change and a low-carbon economy can be seen through:
• Approach – To minimize our carbon footprint, we follow a structured approach. This includes a climate and energy policy, climate change strategy, and key objectives and targets to meet. • Operations – As well as driving energy and cost savings, our operational initiatives help us to meet our climate change goals.
• Performance – We have been reporting on our GHG emissions performance for over 10 years.

By continuing to measure, analyze, and disclose our efforts, we strive to make a real difference each year.
• Supply Chain – As a responsible corporate citizen, we monitor sustainability programs across our full supply chain. This includes targets to reduce GHG emissions and minimize environmental impacts. As an approximate percentage of production spend:

For the third consecutive year, Lenovo has been recognized as one of the 2022 world’s 100 most sustainable companies by Corporate Knights. The Corporate Knights annual ESG-focused rankings evaluated over 7,000 global businesses which generate more than US$1 billion in revenue. Companies are evaluated based on 23 key performance indicators covering resource management, employee management, financial management, clean revenue, clean investment, and supplier performance.

Product Development
Lenovo has integrated green initiatives into all development operations. Every product development team has an environmentally conscious products focal point and environmental requirements as part of Lenovo’s environmental management system, to which all product development must comply. We actively manage our response to ongoing energy-related regulatory activities such as updates to emerging protocols and regulations, and industry-related standards, including:
• ENERGY STAR® program specifications
• U.S. Department of Energy (DOE) Appliance and Equipment Standards • California Appliance Efficiency Program requirements
• China CEL and CECP Standards
• EU Ecodesign (ErP) requirements

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In 2020, we used nearly 6 million kilograms of recycled plastics in our products, including approximately 4 million kilograms of closed-loop post-consumer recycled content across a portfolio of 103 products.

Looking toward the future, we will continue to integrate sustainable materials and transition to a circular economy. By 2025, we are aiming for the following:
• 100 percent of PC products will contain post-consumer recycled content materials. • 100 percent of smartphone products and accessories will be free of PVC and BFR. • 90 percent of PC products plastic packaging and 60 percent of smartphone packaging will be made from recycled materials.
• We will have enabled the recycling and reuse of 363 million kilograms of end-of-life products and use 136 million kilograms of post-consumer recycled content plastics in our products.

Greener, Lighter Packaging
Over a decade ago, Lenovo began using 100% recycled and recyclable packaging material. Instead of using polystyrene packaging, we now encourage the use of molded pulp, fiber, and lowdensity polyethylene (LDPE).

In 2018, we began implementing the use of an innovative, bio-based packaging made from bamboo and sugar cane fiber. The material is not only 100 percent biodegradable, but also lighter than previous packaging and its strength characteristics enable design improvements that reduce overall package size. This new packaging was used to ship memory cards and one of our ThinkPad models.

With lighter packaging materials and package weight, the result was

6.7 percent less transportation CO2 emissions. We are, therefore, looking to expand the use of this bamboo and sugar cane fiber packaging innovation.

A number of our other green packaging initiatives include the following:
• With 100% recycled thermoformed cushions, our PCs can now be stacked closer together and require less packaging material, helping to minimize shipping costs. • Many of our notebook product lines now use 100% post-consumer molded fiber (or paper pulp) packaging, which can be readily recycled in municipal waste streams. • All Think product primary carton boxes contain a minimum of 50% post-consumer fiber content and are required to use the maximum available post-consumer material. • 98% of ThinkPad products now use recycled cushioning material, with the printing on boxes done via flexography with water-based, non-toxic, RoHS compliant inks. • The high recycled content foam we use for server packaging contains a minimum of 65% recycled resin content.
• We are also working with suppliers to reuse packaging used for shipping between our suppliers and Lenovo factories.

Anti-Discrimination Policy (if applicable)
• Describe your organizations’ anti-discrimination policy.

Maintaining a diverse culture and achieving its full potential is fundamental to the Lenovo’s competitive success. A key element in our workforce diversity programs is the commitment to equal employment opportunity and to prohibit discrimination, harassment, and similarly inappropriate behavior in the workplace. Lenovo’s policy and Code of Conduct commits to providing a work environment free of discrimination and harassment based on race, color, gender, religion, age, nationality, social or ethnic origin, sexual orientation, gender identity or expression, marital status, pregnancy, disability, or veteran status. Company policy prohibits management from making employment decisions based on such characteristics. These business activities and the design and administration of Lenovo’s benefit plans

Lenovo (United States) Inc.  29
must comply with all applicable laws. For qualified employees with disabilities, we will make reasonable accommodations needed for effective job performance in a manner that complies with applicable laws.

Diversity and inclusion have been the building blocks of Lenovo’s history and are among our greatest strengths. Our diverse team of people and locations enables collaboration and sharing across borders and encourages us to adopt the best practices in the markets it serves. Lenovo is bringing awareness about inclusion to all its leaders and employees in a variety of ways, including global anti-harassment training to ensure a workplace free of harassment. This year, we are conducting a global campaign with 100 percent target completion rate for global anti-harassment training.

We understand that a diverse business model starts at the top. Lenovo’s leaders throughout the world hold a deep commitment to these values that fuel long-term growth. We believe that a global workforce should reflect the global customers that it serves, and this begins with leadership that is representative of the various cultures and ethnicities that comprise our internal talent.

Vendor Certifications (if applicable)
• Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

Lenovo maintains the necessary business licenses in the various jurisdictions in which we operate globally, including all states and provinces located in the United States and Canada. Our corporate tax identification numbers are 52-2449153 (US) and 85480-7039 RT0001 (Canada). Lenovo is not classified as a small or disadvantaged business.

Lenovo also maintains the necessary licenses and certifications related to Lenovo's manufacturing operations. For example, Lenovo has achieved certifications such as ISO 14001:2015 (environmental), ISO 50001:2018 (energy management), ISO 45001:2018 (occupational health and safety), and ISO 9001:2015 (quality management systems). We are happy to provide additional details upon request.

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Tab 5 – Products and Services/Scope
Respondent shall perform and provide these products and/or services under the terms of this agreement.

The supplier shall assist the end user with making a determination of their individual needs.

Warranty
Proposal should address the following warranty information:
• Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts
• Life expectancy of equipment under normal use
• Detailed information as to proposed return policy on all equipment Products
• Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects
Construction
• Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Lenovo’s Limited Warranty
Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service.

Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms.

Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement.

Warranty Parts Process for Lenovo
Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date.

A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system.

This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system.

Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements.

Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part.

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Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage.

Life Expectancy
Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle.

Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-onarrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned.

The following is a list of suggested (but not limited to) Technology Solutions, Products and Services categories. List all categories along with manufacturer that you are responding with:

Products
Products Manufacturers
Laptops / Notebooks / 2-in-1s Lenovo and Durabook
Tablets Lenovo
Desktop Computers Lenovo
Workstations – Fixed and Mobile Lenovo
Gaming Devices Lenovo
Chromebooks – Education and Enterprise Lenovo
Servers
High Performance Computing
Data Storage / Drives
Converged Infrastructure
Hyper Converged Infrastructure
Cloud Products
Software Lenovo and third-party partners
Security Solutions Lenovo and third-party partners
Data Protection HW / SW Lenovo and third-party partners Networking
Internet of Things (IOT) Lenovo and third-party partners Sensors & Edge Devices Lenovo and third-party partners
Printers & Accessories Third-party partners
Digital Imaging – Cameras / Scanner Third-party partners Keyboard / Mice / Input Devices Lenovo and third-party partners Memory / System Components Lenovo and third-party partners

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Displays / Large Format Displays / Interactive
Flat Panels
Lenovo and third-party partners
Spare Parts Lenovo
Accessories / Cables Lenovo
Battery Back-up / Power / Surge Protectors Third-party partners Sound / Multimedia Lenovo and third-party partners
Telecommunications Products Motorola
Video – Monitors / Cards / Projector Lenovo and third-party partners Interactive Whiteboards
Commercial-Off-the-Shelf (COTS) Software Lenovo and third-party partners Software-as-a-Service (SaaS) Lenovo and third-party partners Infrastructure-as-a-service (IaaS)
Platform-as-a-Service (PaaS)
Software Licensing and Maintenance
Agreements
Lenovo and third-party partners
Subscription Based Software Licenses Lenovo and third-party partners Software Related Services Lenovo and third-party partners Lenovo manufacturers a wide range of hardware to meet the entirety of the requirements for government and education customers. We offer various form factors of desktops, towers, small form factors and tiny, and in our notebooks as well, clamshell, 2-in-1 (Yoga), detachable and foldable. We also offer both AMD and Intel options throughout the portfolio. The list below is not exhaustive but represents our core hardware offerings.

Laptops
X Series – X1 Carbon, X1 Extreme, X1 Nano, X1 Yoga, X1
Titanium Yoga, X1 Fold 16, X13, X13s, and X13 Yoga
T Series – T14, T14s, T16, T15p, T15g
L Series – L13, L13 Yoga, L14, L15
E Series – E14, E15
C Series – C14
ThinkBook – 13s, 13x, 14, 14p, 15, 16, 16p
Legion
Mobile Thin Clients
Chromebooks – 10e, 11e, 14e, 14w, 100e, 300e,
500e
Laptop Workstations
P Series – P17, P14s, P15, P15s, P15v, P1

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Desktops
M Series Tower – M90t, M80t, M70t, M75t
M Series Small Form Factor – M75s, M70s, M80s, M90s
M Series Tiny – M75q, M70q, M80q, M90q
M Series Nano – M75 IoT
M Series All in One – M90a, M70a
Tiny-in-One – TIO 22”, TIO 24”, TIO 27”
IoT Smart Edge, Nano IoT and EPC300
Legion, Legion Cube
Thin Client
Desktop Workstations
P Series – P360 Tower/Ultra/Tiny, P520, P520c, P620, P720, P920, P920 Rack Tablets
X12 Detachable
Android – Tab M8 HD, Smart Tab M8 HD, Tab M10 FHD Plus, Smart Tab M10 FHD Plus w/Google, Smart Tab M10 FHD Plus w/Alexa, Yoga Smart Tab s10 w/Google, P11 Pro Smartphones
Motorola has a 90-year history of innovation…from the first cellular phone to the first 5G device. As the #3 smartphone manufacturer in North America and a business group within the Lenovo corporate structure, Motorola has steadily grown by being the dominant consumer-centric smartphone manufacturer – solving consumer pain points through innovation to create unparalleled value. Motorola’s portfolio consists of products that have the longest battery life, best cellular performance, enterprise grade security with ThinkShield for Mobile, and durability to protect the devices against everyday spills and splashes.

Motorola offers three product families to meet every need:
• Moto G, “Designed for What Matters” – This value family brings aspirational innovation at assessable price points. Premium features such as a stylus, triple cameras, and large displays are available with the Moto G portfolio.
• Edge, “Expanding Possibilities” – This innovative line is comprised of expert mobile craftsmanship that drives what’s next with features such as Ready For, the fastest 5G, and the best in entertainment and imaging experiences. The Edge family is all about performance, style, and technology.
• Razr, “Redefining Boundaries” – The iconic Razr provides all the conveniences of a modern smartphone in the most compact foldable form factor – a design focused innovation. The Razr is a true industry disruptor and has the largest external display to easily access all your content.

Services
Services Manufacturers
Deployment & Installation Lenovo
Professional Services Lenovo
Consulting Services Lenovo
Security Services Lenovo
Business Continuity / Business Resiliency Lenovo
Disaster Recovery Lenovo
VMware Professional Services Lenovo

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Microsoft Professional Services Lenovo
AWS Product and Services Lenovo
Application Services – End User Lenovo
Application Services – Data Center Lenovo
Residencies Lenovo
Managed Services – End User Lenovo
Managed Services – Data Center Lenovo
Education & Training Lenovo
Telecommunications Lenovo
Product Configurations Lenovo
Product Support Lenovo
Warranty Lenovo
Asset Lifecycle Management Lenovo
Asset Recovery Lenovo
Lenovo Services has a wide array of offerings available to help organizations plan, manage, and support their Lenovo hardware. From initial strategic planning to configuration, deployment, security, and more – Lenovo has services and solutions to help companies embrace new workplace technologies.

Planning Services – Planning services include strategy, assessment, and personal consultation to define the “who, what, where, when, and why” for how an organization can integrate Lenovo solutions.

Lenovo experts work closely with your team to carefully examine and plot out how services will be deployed across the organization’s technology footprint, and how Lenovo can help the organization achieve its business goals. Examples include:
• Lenovo Whiteboard Sessions
• Windows Transition Services
Configuration Services – Configuration services shift the expensive and labor-intensive deskside functions from in-house IT teams to highly skilled Lenovo technicians. These services make sure devices are ready for use when they arrive at your customer’s organization. Configuration services reduce operational costs, minimize downtime, and quickly get employees productive with their new PCs.

Examples include:
• Custom Imaging Services – Includes Image Verification, Image Design/Build, Smart Image Services, Image Management, First-Boot Services, and Custom BIOS • Ready-to-Provision (RTP) Services – Includes RTP Release Control and RTP Plus • Asset Tagging
• Laser Etching
• Custom Carton Labels
• Microsoft Autopilot Registration
• Drop-in-the-Box documentation
Deployment Services – When devices arrive at your location, there are many complex and timeconsuming tasks for IT to perform for employees to actually begin using their new PCs with the apps and security the company requires. Lenovo’s Deployment Services shift this burden from internal IT teams to Lenovo technicians. Examples include:
• Chrome OS Zero-Touch Enrollment
• Custom Fulfillment Services
• Advanced Deployment Services

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• Lenovo Cloud Provisioning and Recovery
• Modern IT Kits
Support and Protection Services – Lenovo’s rich portfolio of support and protection services give customers the technical support, backup, and repair services needed to keep devices performing at peak efficiency. This includes Lenovo ThinkShield for critical device security and protection from cybersecurity threats. Other examples include:
• Warranty Extensions and Upgrades
– Accidental Damage Protection
– Sealed Battery Warranty
– Keep-Your-Drive Service
• Depot or Onsite Support Services
• Premier Support
• Legion Ultimate Support
• Services Engagement Management
• ThinkShield security solutions
• Lenovo Device Intelligence Plus
Managed Services – Lenovo Managed Services offer other valuable services for IT teams and a portfolio of Lenovo-developed and partner-developed software solutions, including on-site help desks, compliance monitoring and management, and inventory control. Other examples include:
• Lenovo Project Management Office – Includes help desk augmentation/integration and desktop deployment services
• Lenovo Solution Café, Smart Kiosk, Smart Vending, and Smart Lockers • Advanced Exchange Services
• Staff Augmentation
• Lenovo Device-as-a-Service (DaaS)
Asset Recovery Services – Lenovo offers solutions for the environmentally friendly disposal of units while maximizing residual value and ensuring data security and environmental compliance. Examples include:
• CO2 Offset
• Asset Recycling
• Value Recovery
• Lenovo Genuine Parts
Financial Services Offerings
Financial Services Offerings Manufacturers
Infrastructure-as-a-Service (IaaS) Lenovo
Leasing for Public and Private/Commercial
Entities with schedules included for:

Lenovo
• Fair Market Value Lease Lenovo
• Purchase Option Lease Lenovo
• Tax Exempt Lease Purchase Lease Lenovo
• Flex Lease Purchase Lenovo
• PC-as-a-Service Lenovo

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• Software Schedule Lenovo
Deferred Payments (Direct and Indirect
Financing)
Lenovo
Payment Agreements Lenovo
Usage Agreements Lenovo
Lenovo offers a complete portfolio of IT solutions under our new TruScale “as-a-Service” umbrella.

Lenovo TruScale Services simplify and optimize everything from hardware, software, and licensing to support and management, with one contract and one point of contact. TruScale consists of two primary building blocks – Infrastructure-as-a-Service and Device-as-a-Service; however, the entire Lenovo portfolio is available as-a-service from a single vendor.

In addition, Lenovo Financial Services or LFS (www.lenovo.com/us/en/outletus/landingpage/lenovofinancial-services/) reinforces Lenovo’s commitment to deliver pioneering products and services recognized for their quality, excellence, and trustworthiness. We offer financing solutions and services that compliment your technology solution anywhere in the world.

LFS is uniquely qualified to support and manage opportunities with customized and integrated processes.

Additional benefits you may enjoy when financing with LFS include:
• Ability to Bundle Costs – LFS offers the option to finance your entire IT solution including hardware, software, and business partner services into a single transaction and invoice. • Total Life-Cycle Management – We offer life-cycle management of your technology assets from acquisition to disposition allowing your organization to always have the most current technology at the lowest cost.
• Protection Against Advancing Technology – Financing through LFS allows you to deploy the latest technological advances with minimal financial impact or risk. Depending upon the lease structure selected, you can add-on or upgrade during the term of the contract, or you can choose to return, extend, or purchase the assets at the end of the contact. • Lower Upfront Costs – Financing 100% of your purchase reduces deployment costs, providing your organization with an ability to acquire the IT assets you need today without impacting cash flow. In addition to preserving working capital and keeping credit lines intact, using an LFS procurement solution allows a quicker ROI.

Finally, customers with large transactions (i.e., hundreds or thousands of assets) will benefit from LFS’ Premier Client Services. Each large account is assigned a servicing representative as a single point of contact for the lifetime of the relationship.

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Tab 8 – Value Added Products and Services
Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

Commitment to Public Sector
Lenovo’s commitment to the public sector runs deep. Currently, Lenovo is supporting public sector customers in every state in the United States, with more than 1,700 government solution contracts.

Lenovo is on the U.S. General Services Administration (GSA) Multiple Award Schedule (MAS) and has been a tested and proven supplier to federal, state, and local agencies across the country.

We have invested in dedicated account teams focused on federal, state, and local government as well as teams that specialize in K-12 education and higher education. In addition, we have created a dedicated center of excellence (COE) for contracts and procurement to ensure a smooth working relationship with our public sector customers. Also, the COE team can help customers navigate national and state purchasing contracts, ensuring they remain compliant with local mandates.

Lenovo’s long history of delivering quality products has made us the world’s #1 PC and tablet maker. We deliver unprecedented reliability and unbeatable mobility to over 900 state and local agencies across the US. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission.

Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy.

We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical government agency functions.

White Glove Services (Primarily for Education)
Effortlessly migrate and integrate new Chromebooks PCs. Lenovo’s “white glove” service comprises of planning, setup, and end-to-end management of custom rollouts and deployments, reducing cost and time to deploy. Pre-enrolled and activated in the Google console, new PCs integrate seamlessly into the organization’s existing environment, right out of the box. A Lenovo Services project manager works with the customer and service delivery teams to develop a jointly agreed to schedule of services, which likely will include the following tasks.

1. Receive system units and stage the equipment in a climate-controlled warehouse.

2. Unbox all systems and thoroughly inspect for any physical damages or blemishes.

3. Identify any system issues or DOA devices to Lenovo and/or customer.

4. Update the Chrome OS to the latest version.

5. Enroll the Chrome OS devices into customer’s Google Apps domain using an enrollment account that does not require admin privileges.

6. Perform wireless network configuration for customer’s network.

7. Repackage all equipment and then deliver to the final customer location based on the required and established schedule.

White glove services for Windows devices are also available upon request.

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Services to Solidify Security in our Supply Chain
As the technology to serve remote workers is growing more sophisticated, so are the techniques to exploit it. Vulnerabilities in the supply chain can create opportunities for criminals to tamper with PCs, removing or replacing components and causing anything from device malfunctions to stolen or lost data.

In this evolving threat landscape, Lenovo has partnered with Intel to provide Trusted Device Setup Services and Transparent Supply Chain Services to keep customers protected by sealing software at the point of manufacturing and bringing Lenovo security into the transport and delivery cycle. The Transparent Supply Chain Service expands device protection into transport and delivery, minimizing the risk of PC tampering throughout the supply chain. The Trusted Device Setup Service minimizes the risk of preload tampering (in transport or at the partner site). Trusted Device Setup takes place in the factory, whereas Transparent Supply Chain encompasses transportation. Together, these two services create a secure chain of ownership, enabling security from manufacturing through delivery.

Sustainability Services All Around
Lenovo strives to not only make great products but also offer services related to those products that make our customers’ decisions easier and better for the community. End-of-life services such as Asset Recovery Services give customers the peace of mind that their devices are recycled properly with certified data wiped drives and the ability to reclaim any residual value the device may hold. Along with our sustainability approach, we also offer CO2 Offset Services that will cover emissions not only during the manufacturing of the device but throughout the life of the device as well.

Lenovo Whiteboard Sessions
Lenovo works with customers to coordinate a whiteboard session led by a Lenovo Services technical specialist with the support of Lenovo’s Transition Services Team and the Image Technology Center. The session is designed to dive deep into a customer’s current PC lifecycle process with a full, end-toend review of internal process flows and associated challenges, gaps, and goals. The intent of the deep-dive session is to understand an individual organization’s business objectives and how those impact future deployment solution needs. Lenovo’s whiteboard session summary provides a recommended future PC deployment solution based on an organization’s unique capabilities and infrastructure, along with Lenovo’s innovative configuration services, automation and cloud capabilities, and industry best practices.

The Lenovo Services team documents a customer’s current and recommends future process workflows along with the benefits. A whiteboard session allows different parts of a customer’s organization to collaborate, learn about best practice solutions other customers are using, and discuss how those best practices can be used to create efficiencies in their own process. Creating and documenting this process reduces costs across the deployment, including an 80% reduction in deployment time, and transitions the customer to a user self-serve deployment process allowing their team to focus on other projects.

After the session, Lenovo will provide a customized solution report that maps out the organization’s current imaging processes and deployment workflow, and also recommends deployment services to support an improved, highly efficient workflow leveraging automation with associated cost assumptions.

ThinkShield Security
ThinkShield is a custom solution that secures an organization’s most critical data and business technologies with comprehensive, end-to-end protection. From the moment we envision a new platform, we incorporate a security-by-design approach into the R&D process that extends to our supply chain to deliver on our vision of platform security.

Lenovo ThinkShield solutions seamlessly integrate with our industry-leading Lenovo devices to improve user experience and operational efficacy while helping to minimize overall IT cost. With the rapid digital