HomeMy WebLinkAboutP-24-063 Agreement Dell Marketing LP Omnia Piggyback.pdf At
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Proposal for the Region 14 Education Service Center
acting on behalf of the National Cooperative Purchasing
Alliance
RFP # 45-22 Technology Solutions, Products and Services
Thursday, November 17, 2022
LTechnolo D4oLg
D4L.LTechnologies One Dell Way
Round Rock,TX 78682
USA
www.dell.com
Thursday, November 17, 2022
Region 14 Education Service Center
1850 Highway 351
Abilene Texas 79601
Dear Procurement Officer,
Thank you for the opportunity to submit a proposal for Region 14 ESC's RFP for Technology Solutions,
Products and Services.We have thoroughly reviewed the requirements and developed this proposal to
showcase how our products and solutions will enable customers to continue their digital transformation.
The value of our offering includes:
Our Products — We have the strongest portfolio of IT products from the edge to the core, to the
cloud. We offer full end-to-end IT solutions thereby becoming a one stop shop to meet all our
customer's IT needs.
Our Lifecycle Services—Parallel to our product and services delivery organization, is our customer
support organization—be it pre-sales consultation, data center consolidation, or rollout of a work/
school from home solution, our pro-deploy and pro-support teams are always available to assist in
conjunction with our account and specialist teams.
Our Contract Management — The NCPA contract is used widely by SLED customers. We have
contract program managers and personnel dedicated to supporting NCPA and the entities that
purchase using NCPA. We will continue to deliver and strengthen our partnership.
+ Our Commitment—Last, but equally important, is our commitment to social causes that impact our
lives and our planet. Our 2030 moonshot goals focus on cultivating inclusion, advancing
sustainability, transforming lives and upholding ethics and privacy.
We look forward to earning your business and continuing our long-standing partnership. Should you have
any questions regarding this proposal, please contact your Dell Technologies team provided in the below
contact information:
Stacey Skala at 512.720.7429 or online at Stacey.Skala(o Dell.com
Preethi Pillaipakkam at 469.510.8569 or online at.Preethi.Pillaipakkam(ia�Dell.com
Sincerely,
Stacey_��
Y
Proposal Manager
Table of Contents
Tab 1 - Master Agreement/Signature ..............................................................................................4
Tab 2 - NCPA Administration Agreement........................................................................................ 14
Tab 3 - Vendor Questionnaire .........................................................................................................18
Tab4 -Vendor Profile .....................................................................................................................22
Tab 5 - Products and Services /Scope...........................................................................................35
Tab6 - References..........................................................................................................................52
Tab7 - Pricing .................................................................................................................................58
Tab 8 -Value Added Products and Services...................................................................................59
DellLifecycle Services.................................................................................................................59
Innovation in Education with Dell Technologies...........................................................................74
Tab 9 - Required Documents ..........................................................................................................83
ProposalLegal Notes ......................................................................................................................99
Tab -Appendices ..........................................................................................................................101
Appendix A- Dell and the Environment..................................................................................... 102
Appendix B - Dell's Diversity and Equal Employment Opportunity Policy.................................. 105
Appendix C - Dell Supplier Diversity Program ........................................................................... 107
Appendix D - Dell Premier for IT Procurement Overview........................................................... 109
Appendix E - Dell Limited Hardware Warranty .......................................................................... 116
Appendix F - Dell Return Policy................................................................................................. 131
Appendix G -Vendor Certifications............................................................................................ 133
Appendix H - Dell Financial Services......................................................................................... 139
Tab 1 - Master Agreement / Signature
Customer Support
The Dell Marketing L.P. ("Vendor")vendor shall provide timely and accurate technical advice and sales support.
The ven Vendor shall respond to such requests within one (1) to two working days after receipt of the
request.
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.
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 veaderVendor.
Funding Out Clause
Any/all contracts exceeding one (1)year shall include a standard"funding out"/"non-appropriation" clause as
mutually agreed to by the parties. A contract for the acquisition, including ing 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:
If (a) sufficient funds are not budgeted or appropriated and budgeted by Public Agency's governing body in
any fiscal period for payment amounts or other costs and fees and (b) Public Agency has exhausted all funds
legally available for such payment amounts or other costs and fees due under the contract, then the Public
Agency, upon reasonable written notice to the vendor or its affiliate, rRetains to+h eRti+ty the GE)RtiRUiRg right
to terminate the contract as of the last day of the Public Agency's fiscal period for which funds for the payment
amounts are available at the expiration of each budget peFied dWiRg the term of the GGRtraG and is conditioned
on a best efforts attempt by the Public Agencye"to obtain appropriate funds for payment of the contract
ands to only place orders for which funding is available and to pay venderVendor9eH for products delivered
and services performed. Such termination is without any expense or penalty, except for the portions of the
payment amounts and those expenses associated with returning or making products available for return to
ven Vendor or its affiliate and Public Agency's cessation of use and maintenance, de-installation and
deletion of licensed software, and certification thereof, in accordance with the terms of the contract, for which
funds have been budgeted or appropriated or are otherwise legally available.
Shipments (if applicable)
The awarded vendor shall ship ordered products within seven-fifteen (157) working days for goods available
and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. Barring
any component constraints,Vendor will ship products it is manufacturing or a third party is manufacturing within
4—6 weeks of acceptance of order. Cancellation may be made up to the time order is accepted. Orders shall
be placed online on the NCPA Premier Page that Dell will populate with NCPA pricing. 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. of this point the participating entity m cancel the
ender if estimatod shinning time is net a entahle
Tax Exempt Status
Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.
Unless Public Agencys--&hall provides Dell with a valid tax exemption certificate acceptable to the relevant
taxing authority prior to Dell's payment of such taxes,west,erPublic Agency shall pay to Dell all
taxes and duties upon demand.he resn.,nsihle for to es
Payments
Payment terms are thirty (30) days from the date of invoice. All products and services are deemed accepted
ten (10) days from the date of invoice or completion of service. Dell may charge a late penalty of 1.5% per
month on undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late
penalties will be recalculated every 30 days based on Public Agency's current outstanding balance. Dell,
without waiving any other rights or remedies and without liability to Public Agency, may suspend or terminate
any or all Services and refuse additional orders for Products until all overdue amounts are paid in full. Dell
shall be entitled to all reasonable legal and attorney fees and associated costs of collecting overdue amounts.
The entity using the contract will make payments directly to the awarded vendor except instances where a
reseller, under this contract,is selling Dell products and other products provided by Dell to the reseller,invoices
will be issued by the reseller to a Public Agency and payments shall be made to the applicable reseller.. or
r,rn„ided to the a anted v en.fer
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 ant, such
distributors/partners/resellers is considered authorized.
Purchase orders and payment can only be made to awarded ve�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 venderVendor's
agreement with NCPA.
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 ground shipping deliveries s for standard products shall be freight prepaid, F.O.B. destination and shall be
included in all pricing offered unless otherwise clearly stated in writing Expedited and larger products shall be
subject to freight charges.
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
Dell's warranty terms located at DELL.COM/WARRANTYTERMS, included as Appendix E shall be applicable
to sales under this contract. Ve—nder shall r „ideequipment, rn-ater•olo and .,re,+,,,.+S that
�11-mess otherwise o Gified of geed quality and free of defeGtS-
Industrj�Stanrl arrlc few+he+he se—i- deed.
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.
Permits
Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the
VenderVendor.
Indemnity
If Public Agency purchased Products or Services directly from Dell, Dell shall defend and indemnify Public
Agency against any third-party claim that Dell-branded Products or Services (excluding Third-Party Products
and open source software)infringe or misappropriate that third party's United States("U.S.")patent,copyright,
trade secret, or other intellectual property rights ("Claim(s)"). In addition, if Dell receives prompt notice of a
Claim that Dell believes is likely to result in an adverse ruling, then Dell shall at its option, (i)obtain a right for
Public Agency to continue using such Products or Deliverables or for Dell to continue performing the Services;
(ii) modify such Products or Services to make them noninfringing; NO replace such Products or Services with
a non-infringing equivalent; or(iv) if Public Agency purchased directly from Dell, refund any pre-paid fees for
the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata
refund for the allegedly infringing Product or Deliverables. Dell shall have no obligation for any claim arising
from(a)modifications of the Products and Services that were not performed by or on behalf of Dell;(b)misuse,
or the combination or use with Third-Party Products (the combination of which causes the claimed
infringement); or(c) Dell's compliance with Public Agency's written specifications, including the incorporation
of any software or other materials or processes Public Agency provides or requests. Dell's duty to indemnify
and defend the Claim is contingent upon: (x)Public Agency's prompt written notice of the Claim; (y)Dell's right
to solely control the defense and resolution of the Claim;and(z)Public Agency's cooperation in defending and
resolving the Claim. These are Public Agency's exclusive remedies for any third-party intellectual property
claim, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity. B. Public
Agency shall defend and indemnify Dell against any third-party claim resulting or arising from:(i)Public Agency
failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory
certifications, or approvals associated with technology or data provided by Public Agency, or associated with
software or components requested by Public Agency to be used with, or installed or integrated as part of the
Products or Services; (ii) Public Agency's violation of Dell's intellectual property rights; NO any inaccurate
representation regarding the existence of an export license or any allegation made against Dell due to Public
Agency's alleged violation of applicable export laws; or(iv) Public Agencv transferring or providing access to
Excluded Data(as defined below)to Dell.C. Each party shall defend and indemnify the other against any third-
party claim for personal bodily injury, including death, where the injury has been exclusively caused by the
indemnifying party's gross negligence or willful misconduct in connection with this Agreement. The awarded
ernpleyees and agents against all Glairns, darnages, losses and ex . . - out of or resulting frorn the
1a+o r o..on�hlnr� of+hog Ge RtFan+
Franchise Tax
The respondent hereby certifies to the best of signatory's knowledge that he/she is not currently delinquent in
the payment of any franchise taxes.
Supplemental Agreements
Tile-Each Public Agencyent+fy participating in this contract and awarded venderVendor may enter into the
followinga separate supplemental agreements to further define the level of service requirements needed to
enable such offerings under this Master Agreement 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 Public AgencyanW and awarded
venderVendor and shall be governed solely by the terms set forth in such separate supplemental agreement.-
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Services Agreements.
Dell may provide Services,Service-related Software,or Deliverables to GostareerPublic Agency in accordance
with one or more "Service Agreements." "Service Agreements" are service contracts, including "Service
Descriptions" available at www.dell.com/offeringspecificterms, "Statements of Work," and any other mutually
executed documents. Each Service Agreement will be interpreted separately from any other Service
Agreement .
Dell APEX Cloud Services.
Dell may provide Services, Cloud services (includes any service made available to users through the Internet
from a computing provider's servers), such as software-as-a-service, Platform as a Service, Infrastructure as
a Service and storage-as-a-service, Service-related Software, or Deliverables to r„ ten4erPublic Agency in
accordance with one or more "Service Agreements." "Service Agreements" are service contracts, including
"Service Descriptions" available at www.dell.com/dellemccloudterms and/or
https://www.dell.com/learn/us/en/uscorp1/terms-of-sale "Statements of Work," and any other mutually
executed documents. Each Service Agreement will be interpreted separately from any other Service
Agreement.
Dell APEX Flex on Demand.
In addition,vendorVendor may offer consumption-based models under its Dell APEX Flex on Demand Program
("FOD")as an alternative flexible payment solution under a separate Master Flexible Consumption Agreement
("MFCA").Any FOD solution will be subject to the terms and conditions of the MFCA only,an example of which
is attached hereto in Appendix G. Eligible Public Agencies shall negotiate the terms and conditions of such
FOD solution directly with venderVendor or its designated affiliate or its authorized distributor/partner/reseller,
including, but not limited to, the MFCA, any corresponding FOD schedule ("Schedule"), and any other
documentation that may be required for such FOD transaction. The parties recognize that the MFCA and any
Schedule executed by the parties hereunder are separate and independent agreements between the Eligible
Public Agency and vendorVendor or its designated affiliate or its authorized distributor/partner/reseller, with
the terms thereof constituting the entire agreement for such FOD transaction. To the extent of any conflict or
inconsistency between the terms of the MFCA and the terms of this Master Agreement, the terms, and
conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedule, and any other related
documentation that may be applicable are attached hereto in Appendix H.
Leasing and Financing; Payment Solutions.
Leasing and financing services and other flexible payment solutions made available directly through Dell
Financial Services L.L.C. ("DFS") or Pharos Financial Services L.P. ("PFS") are allowed under this Master
Agreement in accordance with one or more of the separately negotiated DFS or PFS lease or finance
agreements("Lease(s)"). Samples of each Lease are attached hereto as Appendix H
If this Master Agreement does not contain Lease terms and conditions, eligible Public Agencies under this
Master Agreement who are authorized to execute such Leases under applicable law may do so by executing
a separate Lease directly with DFS or PFS for the hardware, software, and/or services obtained under this
Master Agreement. Any Lease solutions will be subject to the terms and conditions of the corresponding DFS
or PFS Lease. Eligible Public Agencies shall negotiate the terms and conditions of such Lease with DFS or
PFS directly. To the extent of any conflict or inconsistency between the terms of the DFS or PFS Lease and
the terms of this Master Agreement, the terms and conditions of the DFS or PFS Lease will prevail.
Certificates of Insurance
Dell will offer a memorandum of Insurance to members and will endeavor to provide notice of cancellation
within 30 days to Region 14 ESC and NCPA. Dell has existing contracts with its subcontractors and Dell is
responsible for providing the contracted for services.GertifiGates of insyranGe shall be delivered t the Publin
whiGh werk is beiRg GeRdUGted.The awarded vendor shall give the paFtiGipating entity a minimurn of ten (10)
days RetiGe prier te any medifiGatiens GF GaRGellatien ef PeliGieS. The -A�Aoaardtzd vender shall require all
-hnnn+ron+nro performing a work to maintain GOverage as nifior!
Legal Obligations
It is the Respondent's responsibility to be aware of and comply with all applicable local, state, and federal
laws governing the sale of products/services identified in this RFP and any awarded contract and shall
comply with all applicable laws while fulfilling the RFP. Applicable laws and regulation must be followed
even if not specifically identified herein.
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.
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.
Notwithstanding the above,this section will not modify,terminate,cancel or otherwise negate or replace in any
way any Public Agency's rights, duties, and obligations (including a Public Agency's payment obligations to
DFS or PFS) under the terms and conditions of a duly executed Lease (as defined above) and MFCA (as
defined above) between DFS or PFS and any Public Agency, the terms of which shall take precedence. The
foregoing is not withstanding any force majeure insurance on the payment stream that a Public Agency may
have.
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.
Prevailing Wage
It shall be the responsibility of the Vendor to comply,when applicable,with the prevailing wage law legislatiOn
in effect in the jurisdiction of the purchaser. It shall further he the responsibility of the Vendor
the term of this nnntront and adjust wage rotes o nrd*Rgly
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. This Section on termination shall not apply to
any lease financier(including,but not limited to, Dell Financial Services L.L.C.)or any related lease and finance
or flexible payment solution agreements or any of Region 14 or Public Agency's, duties, and obligations
including, but not limited to, its payment obligations to DFS thereunder.
Open Records Policy
Because Region 14 ESC is a governmental entity responses submitted are subject to release as public
information after contracts are executed. , as required by applicable law. Dell will comply with applicable law
and opinions of the applicable governing body concerning open recordslf a vendor believes that its response,
or parts E)f its respense, Fnay be exempted frem diSGlesure,the vender MUSt SpeGify page by page and line by
line the parts of the response, whiGh it believes, are exempt. IR addition, the respondent MUSt SpeGify whiGh
eXGeptieR(s)are appliGable and provide detailed reaseRs to substantiate the eX6eptieR(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.
Dell requests the following language be incorporated into any contract resulting from award of this solicitation:
NCPA Members, by purchasing from Dell agree to the terms between NCPA and Dell under the contract.
Compliance with Laws
A. In performing its obligations under this Agreement,each party agrees to comply with all laws and regulations
applicable to such party including the customs and export control laws and regulations of the U.S.; and the
country in which the Products or Services are delivered or performed. B. Public Agency certifies that all items
(including hardware, software, technology and other materials) it provides to Vendor for any reason that
contain or enable encryption functions either (i) satisfy the criteria in the Cryptography Note (Note 3) of
Category 5, Part 2 of the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use
Goods and Technologies or(ii)employ key length of 56-bit or less symmetric, 512-bit asymmetric or less, and
112-bit or less elliptic curve. Vendor is not responsible for determining whether any Third-Party Product to be
used in the Products and Services satisfies regulatory requirements of the country to which such Products or
Services are to be delivered or performed,and Vendor shall not be obligated to provide any Product or Service
where the resulting Product or Service is prohibited by law or does not satisfy the local regulatory requirements.
C. Vendor's privacy policies explain how Vendor treats Public Agency's personal information and protects
Public Agency's privacy and can be found at Vendor.com/privacy.
Limitation of Liability
A. VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
PRODUCTS OR SERVICES. EXCEPT FOR PUBLIC AGENCY BREACH OF SECTIONS 3(D) OR 7, OR
COUSTOMER VIOLATION OF VENDOR'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL
HAVE LIABILITY FOR THE FOLLOWING: (i) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (ii)
LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE
RECOVERY OF SUCH; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) BUSINESS INTERRUPTION OR
DOWNTIME; (v) THE PRODUCTS, DELIVERABLES OR THIRD-PARTY PRODUCTS NOT BEING
AVAILABLE FOR USE; OR NO THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES. B.
VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT (INCLUDING PRODUCTS AND SERVICES) IN ANY 12 MONTH PERIOD SHALL NOT
EXCEED THE TOTAL AMOUNT RECEIVED BY VENDOR DURING THE PRIOR 12 MONTHS OF THIS
AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM(). C.THESE
LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER
BASED IN CONTRACT,WARRANTY, STRICT LIABILITY, NEGLIGENCE,TORT, OR OTHERWISE.THESE
LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE
CONSIDERATION FOR VENDOR'S SALE OF PRODUCTS OR SERVICES TO PUBLIC AGENCY, AND
WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
Software.
Public Agency rights to use the Software delivered by Supplier are governed by 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(the"EULA")shall apply. Supplier 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.
Acceptance.
All Products and Third Party Products will be deemed to be accepted upon Delivery. Notwithstanding such
acceptance, Public Agency retains all rights and remedies under the warranty terms stated below. Public
Agency may only return Products to Supplier that are permitted to be returned pursuant to the return policy at
www.dell.com/returnspolicy.
Hardware Returns and Exchanges.
Public Agency agrees to Vendor's return policy as stated at www.dell.com/returnspolicy. Before returning or
exchanging Hardware, Public Agencv must contact Vendor to obtain an authorization number for Public
Agency return. Public Agency must return Hardware in its original or equivalent packaging,and Public Agency
is responsible for risk of loss and shipping and handling fees.Additional fees, including up to a 15%restocking
fee, may apply. If Public Agency fails to follow the return or exchange instructions, Vendor will not be
responsible for any loss, damage, or modification of Hardware, or processing of Hardware for disposal or
resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or
promotional pricing associated with Public Agency's purchase. Title to returned or exchanged Hardware shall
pass to Vendor upon receipt at the specified Vendor facility.
Changed or Discontinued Products or Services.
Vendor may revise or discontinue Products and Services at any time, including after Public Agencv places an
Order, but prior to Vendor's shipment or performance. As a result, Products and Services Public Agencv
receives might differ from those ordered. However, Dell-branded Products will materially meet or exceed all
published specifications for the Products. Parts used in repairing or servicing Products may be new,
equivalent-to-new, or reconditioned.
Proprietary Rights
The Products and Software are protected pursuant to copyright laws and international copyright treaties, as
well as other intellectual property laws and treaties. All right, title, and interest in the intellectual property
(including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Software,
Products and Deliverables, and the methods by which the Services are performed and the processes that
make up the Services, shall belong solely and exclusively to Vendor or its suppliers or licensors. Subject to
Vendor's receipt of payment in full for the applicable Services, Vendor grants Public Agencv a non-exclusive,
non-transferable, royalty-free right to use the Deliverables solely(i) in the country or countries in which Public
Agencv does business; (ii)for Public Agency's internal use; and (iii)as necessary for Public Agency to enioy
the benefit of the Services as stated in the applicable Service Agreements.
For Reseller transactions:
For any transactions under this contract in which Vendor resellers are reselling products obtained from Vendor,
the following terms shall apply:Vendor will require its resellers to agree to the terms of the NCPA contract with
Vendor.The reseller sales transactions, including quoting, pricing,order taking, invoicing, payment for reseller
transactions shall be between the NCPA member and the reseller. Pricing will not be determined by Vendor
but must be incompliance with the pricing requirements in Vendor's NCPA contract. Fees and reporting for
Vendor reseller transactions with NCPA members shall be provided by the Vendor reseller only. Payments
made by NCPA or its members for these reseller transactions shall be made to the reseller.Vendor will propose
authorized resellers to be added to contract for Region 14 ESC and NCPA approval. NCPA and Vendor must
be in agreement on resellers to be added to contract.Vendor can have a reseller removed from contract, upon
notice. Vendor is not liable should the reseller fail to follow the terms of the contract.
Shipping Charges; Title; Risk of Loss.
Unless otherwise agreed, Supplier shall arrange for shipment of the ordered Products to the ship-to address
indicated in the Order, through a common carrier designated by Supplier. Delivery dates are indicative.
Software may be provided by delivery of physical media or through electronic means. Public Agency shall
notify Supplier within 21 days of the invoice date if Public Agency believes anV Product included in its Order is
missing, wrong, or damaged, and shall ensure that the intended installation site meets the specifications as
per the product documentation. Risk of loss for Equipment and for physical media containing licensed Software
transfers to Public Agency upon Delivery. Title to sold Equipment passes to Public Agency upon Delivery.
"Delivery"for Equipment occurs when Supplier provides the Equipment to the carrier at Supplier's designated
point of shipment; "Delivery" for Software occurs either when Supplier provides physical media (or the
Equipment on which it is installed)to the carrier at Supplier's designated point of shipment,or the date Supplier
notifies Public Agency that Software is available for electronic download. Unless otherwise agreed, cost of
transit insurance on behalf of Public Agency shall be included in the total price stated on the Quote.
Excluded Data
Public AgencV agrees that it will obtain all necessary rights, permissions and consents associated with: (a)
technology or data (including personal data) that Public Agency and its Affiliates provide to Supplier or its
Affiliates, and (b) non-Supplier software or other components that Public AgencV and its Affiliates direct or
request that Supplier or its Affiliates use with, install, or integrate as part of the Supplier's Offerings. Public
AgencV is solely responsible for reviewing data that will be provided to or accessed by Supplier in the provision
of the Offerings to ensure that it does not contain: (i)data that is classified, ITAR(International Traffic in Arms
Regulations) related data, or both; or(ii) articles, services, and related technical data designated as defense
articles and defense services. Public AgencV will defend and indemnify Supplier and its Affiliates against anV
third party claim resulting from a breach of the foregoing, or from Public Agency's infringement or
misappropriation of intellectual property rights of Supplier, its Affiliates or third parties.
U.S. Government Restricted Rights.
The software and documentation provided are "commercial products" as defined in Federal Acquisition
Regulation ("FAR") Section 2.101, consisting of"commercial computer software" and "commercial computer
software documentation"as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation
Supplement ("DFARS") Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section
227.7202, all U.S. Government end users acquire the software and documentation with only those rights set
forth herein
Taxes.
The charges due hereunder are exclusive of, and Public Agency shall pay or reimburse Supplier for all value
added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes,
governmental fees,levies,customs and duties resulting from Public Agency's purchase,except for taxes based
on Supplier's net income, gross revenue, or employment obligations. If Public AgencV qualifies for a tax
exemption, Public AgencV must provide Supplier with a valid certificate of exemption or other appropriate proof
of exemption. If Public AgencV is required to withhold taxes, then Public Agency will within 60 days of
remittance to the applicable tax authority provide Supplier with satisfactory evidence (e.g., official withholding
tax receipts) that Public Agency has accounted to the relevant authority for the sum withheld or deducted,
otherwise Supplier will charge Public Agency for the amount that Public AgencV has deducted for the
transaction.
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 in writing. 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
Dell Marketing, L.P.
Company Name
One Dell Way
Address
Round Rock TX 78286
City State Zip
512.720.7429
Telephone Number Fax Number
Stacey.Skala@DelI.com
Email Address
Stacey Skala Proposal Manager
Printed Name Position
Authors d Signature
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award.
Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation
Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be
incorporated into any final contract resulting from award of this solicitation.As needed, Dell agrees to enter
into good faith negotiation of mutually agreeable terms.
Tab 2 - NCPA Administration Agreement
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award.
Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation
Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be
incorporated into any final contract resulting from award of this solicitation. As needed, Dell agrees to enter
into good faith negotiation of mutually agreeable terms.
This Administration Agreement is made as of December 1, 2022 by and
between National Cooperative Purchasing Alliance ("NCPA")and
("Vendor").
Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated
December 1, 2022 , referenced as Contract Number 01-143 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 IT Security Products and Data Protection
Solutions;
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
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, re- marketer,
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.
• Upon Vendor's corporate marketing/compliance prior review and approval, and subject to the
requirements of the brand usage guidelines located at
https://brand.delItechnologies.com/logos/,Vendor agrees to allow Customer to use their name
and logo within Customer-maintained websites, marketing materials and advertisements.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
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 (15t")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
Dell Response:
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award. Typically, reporting is available 30 days after the close of the previous quarter.
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%
Dell Response:
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award.
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.
Dell Acknowledges.
ACKNOWLEDGMENT OF CONTRACTOR REQUIREMENTS
National Cooperative Purchasing Alliance Dell Marketing L.P.
Organization Vendo, Name
Matthew Mackel Stacey Skala
Na•ue Name
Director, Business Development Proposal Manager
Title Title
PO Box 701273 One Dell Way
Address Address
Houston, TX 77270 Round Rock, TX 78682
Addres� Address
aw- >
Signature Signal
December 1, 2022 11 -16-2022
Datc Date
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award.
Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation
Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be
incorporated into any final contract resulting from award of this solicitation.As needed, Dell agrees to enter
into good faith negotiation of mutually agreeable terms.
Tab 3 - Vendor Questionnaire
TAB 3
VENDOR QUESTIONAIRE
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 Somoa ❑Northern Marina Island
❑ Federated States of Micrones ❑Puerto Rica
❑ Guam ❑ U.S.Virgin Islands
❑ Midway Islands
'hell is wilbriU to 0scuss this agreement to US Territories at to outlying areas:however such an
extension will be subject to mternatlonal terms and conditions
❑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 *Please refer to the last page of Tab 3
If awarded a Master Agreement, will your company extend the terms offered in your Proposal to
private sector customers? Dell or its affiliates can extend Its terms or related offerings
under the NCPA contract private entities if they are private
❑ Yes FEI Maybe No education institutions or not for profit entities Any decision
regarding such extension shall be made by Dell and its
affiliates in their sole discretion.
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 MWWBE or HUB
certified.
❑ Minority/Women Business Enterprise ❑ Historically Underutilized Business
Respondent Certifies that this firm Respondent Certifies that this firm is a
a Minority/Women Business Enterprise Historically Underutilized Business
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.
i-'ieasr see Appendix C for Dell Supplier Diversity Program
Residency
Responding Company's principal place of business is in the city of Round Rock
State of Texas
Felony Conviction Notice
Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and
convictions must be attached):
X 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:
0 Manufacturer Direct ❑ Certified education/government reseller
❑ Authorized Distributor ❑ Manufacturer marketing through reseller
❑ Value-added reseller ❑ Other:
Processing Contact Information
Contact Person Katherine Dunay
Title Contracts Manager
Company Dell
Address One Dell Way
City/State/Zip Round Rock,Texas 78682
Phone (512) 720-3222
Email katherine—dunay@dell.com
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 Please see pricing notes on Tab 7
Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated
based on the invoice price to the customer.
❑O Yes ❑ No
Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee
upon award.
Tab 4 - Vendor Profile
Please provide the following information about your company:
• Company's official registered name.
Dell Marketing L.P.
• Brief history of your company, including the year it was established.
Dell Response:
Headquartered in Round Rock, Texas Dell was established in 1984 by Michael Dell at the
University of Texas
Dell was founded in 1984 by Michael Dell in his dorm room at the University of Texas. In 1988,
Dell became publicly traded under the name Dell Computer Corporation. The Company was
incorporated in the state of Delaware on January 31, 2013, under the name Denali Holding Inc.
in connection with Dell's going-private transaction by Michael Dell and Silver Lake Partners,
which was completed in October 2013. In 1979, Richard Egan and Roger Marino, university
roommates, quit their jobs and founded EMC in Newton, Massachusetts. In September 2016,
EMC Corporation became part of the Dell Technologies family of companies and was renamed
Dell EMC. In December 2018, Dell Technologies Class C common stock(NYSE: DELL) began
trading on the New York Stock Exchange.
1979 Richard Egan and Roger Marino-former university roommates-quit their jobs and founded EMC in
Newton, Massachusetts,five years before Michael Dell's vision was materialized.
At age 19, Michael Dell founded PC's Limited with$1,000 and a game-changing vision for how
1984 technology should be designed, manufactured and sold.
As a pre-med freshman at the University of Texas at Austin, Michael starts Dell,then doing
business as PC's Limited.
Dell designs and builds their first computer system,the Turbo PC,featuring an Intel 8088 processor
1985 running at 8MHz,a 10MB hard drive and a 5.25"floppy drive.
The company establishes customer experience as a Dell differentiator with risk-free returns and
next-day, at-home product assistance,among the first in our industry.
1989 Dell joins the mobile computing revolution with its first laptop computer,the 316LT.
1992 Dell debuts on the Fortune 500. Michael becomes the youngest CEO to lead a company that
receives this honor.
The company takes sales online in 1996, setting the bar for ecommerce worldwide. Dell rapidly
1996 expands its global operations by opening the first Asia-Pacific Customer Centre in Penang,
Malaysia.
1997 EMC's great global presence is materialized as they are named worldwide open storage market
leader.
Dell Marketing L.P. 22 D�.LTechnoiogies
Internet sales on dell.com reach$40 million a day, making it one of the highest-volume ecommerce
sites in the world.
2000
Recognizing early on the need and opportunity for mobility in IT, Dell incorporates built-in WiFi for
on-the-go internet access for our customers.
It's a year of firsts as Dell becomes the No. 1 computer systems provider worldwide and reaches
2001 No. 1 in U.S. Intel-based server shipments. Dell inks an agreement with storage leader EMC to
enable more affordable enterprise-class storage area network solutions for customers of all sizes.
Dell tops the list of"America's Most Admired Companies"in Fortune Magazine.
2005 Furthering our commitment to the environment, Dell OptiPlex desktop line of products features a
lead-free motherboard, power supply and chassis.
2006 EMC opens a new software development centre in Shanghai—the company's first China-based
research and development facility.
Dell acquires key IP in storage,systems management,cloud computing and software: Boomi,
Exanet, InSite One, KACE, Ocarina Networks, Scalent and Dell Compellent.
Dell is the No. 1 healthcare information technology services provider in the world according to
Gartner, Inc.and wins more than 300 industry awards in 2010.
2010 The company accelerates enterprise customers'move to the cloud with Dell Virtual Integrated
Systems solutions, based on open architecture solutions that focus on interoperability and extending
the legacy investments of our customers.
Dell enters the tablet arena with the Streak,a 5-inch device designed to provide the best on-the-go
entertainment,social connection and navigation experience.
Newsweek names Dell the greenest company in America.
Michael Dell and private equity firm Silver Lake Partners buy back Dell from public shareholders to
2013 accelerate its solutions strategy and to focus on the innovations and long-term investments with the
most customer value.
One year post-privatization, Dell is the fastest growing, large integrated IT company in the world
with revenue growth across our businesses and PC and server share gains outpacing the market.
Investments in our strategy continue with the acquisition of data analytics leader StatSoft and
breakthrough enterprise innovations like our 13th generation of PowerEdge servers and FX Series
2014 converged infrastructure solutions.
Dell is the global storage leader in total terabytes sold and sets the new industry standard for value
with the SC4020 All Flash Array.
Our corporate responsibility leadership garners global accolades with the Keep America Beautiful
Vision for America Award,Accenture Circular Economy Pioneer Award, and a spot on Ethisphere
Institute's list of the World's Most Ethical Companies.
2015 Customer satisfaction rates reach record highs as customers feel the effects of Dell's singular focus
as a private company.
2016 The Dell journey and the EMC journey join to reach customers and their great ideas globally and to
drive human progress.The newly combined Dell Technologies marks the completion of the biggest
tech deal in history.
2021 Dell Technologies completed the spinoff of VMware forming two standalone public companies.
Dell Marketing L.P. 23 D�.LTechnoiogies
• Company's Dun&Bradstreet(D&B)number.
Dell Marketing L.P. D& B#: 87-793-6518
• Company's organizational chart of those individuals that would be involved in the
contract.
Dell Response:
By working with Dell Technologies, you can be assured NCPA and customer agencies will have
access to the highest quality talent and support from experts who specialize in the public sector
and education markets.
Contract Program Managers: Experienced Contract Program Managers (CPM)are assigned
to large contracts to ensure contract compliance and reporting activities. CPM will also aid in
marketing the contract to our SLED account team members leading to increased adoption within
the State. Katherine Dunay,who currently serves as the CPM for NCPA will continue to serve
as the main Point of Contact.
MT
WY MI CT RI
WA
OH PA
DE
NV MD
CA LFr CO KY WV VA DC
NC
TN
�x
SC
AZ AR
MS AL GA
LA
TX
KatheAne DunayFL
Katherine.Dunay@Dell.com
512-720-3222
NCPA 8 Texas DIR Manager
Contract Management and Compliance- Manage the Contract and relationships with State
Procurement Officers to ensure compliance with all state requirements. Design, manage, and
maintain contractually required internal websites for contracts.
Partner Management - Manage contracts for partner companies, including partner
agreements, amendments, and compliance requirements and reports.
Audit- Conduct contract audits to ensure that all data has been reported accurately and can
be supported internally through a verifiable audit trail. Conduct audits of customer sales for
issues regarding rebates, returns, and contract pricing.
Sales Training & Consultation - Create and conduct custom presentations for training
purposes given to sales partners, sales teams, and other internal departments. Consult with
Dell Marketing L.P. 24 D�.LTechnoiogies
customers and sales on the most appropriate contract options based on scope, pricing,
contract terms and language.
Operations-Analyze business processes and implement changes to enable better customer
service to our end customers. Created an automated process in Access to generate custom
contract price lists based on contractual requirements.
• Corporate office location.
o List the number of sales and services offices for states being bid in solicitation.
o List the names of key contacts at each with title, address, phone and e-mail
address.
Dell Response:
Dell has 46 offices in the US. Key contacts servicing each customer agency can be provided
by the Contract Program Manager, upon request.
At the heart of our customer service capabilities are our Customer Service Centers, giving
you instant access to experts skilled in the latest technologies. Support and Operations
Centers are located throughout the world in locations including the following primary centers:
Boston Area in Massachusetts; Seattle,Washington, Bay Area in California; Draper
Utah; Research Triangle Park NC, Burlington, Ontario; Barueri, Brazil; Cork, Ireland;
Cairo, Egypt; Tokyo, Japan; Bangalore, India; Shanghai, China, and Sydney Australia.
1465 North 430 Cowper Street 5450 Great
Scottsdale Road, Suite 200 America Parkway
Suite 450 Palo Alto Santa Clara
SkySong 5 California California
Scottsdale 94301 95054
Arizona
85257 135 Technology 440 First Street,
Drive NW
4 McKissic Creek Suites 100,150,200& Suite 820
Road 250 Washington DC
Suite 6 Irvine District of
Bentonville California Columbia
Arkansas 92618 20001
72712
14591 S.W. 120th 10010 Junction 777 Virginia Road
Street Drive Concord
Miami Annapolis Junction Massachusetts
Florida Maryland 01742
33186 20701
50 Constitution 55 Constitution 109 Constitution
Boulevard Boulevard Boulevard
Franklin Franklin Franklin
Massachusetts Massachusetts Massachusetts
02038 02038 02038
Dell Marketing L.P. 25 D�.LTechnoiogies
111 Constitution 01748
Boulevard 171 South Street
Franklin Industrial 108 South Street Hopkinton
Park Hopkinton Massachusetts
Franklin Massachusetts 01748
Massachusetts 01748
02038 176 South Street
117 South Street Hopkinton
42 South Street Hopkinton Massachusetts
Hopkinton Massachusetts 01748
Massachusetts 01748
228 A/B South Street Oklahoma City
Hopkinton 5800 Technology Oklahoma
Massachusetts Drive 73108
01748 Apex
North Carolina 1 Dell Parkway
228 C South Street 27539 Nashville
Hopkinton Tennessee
Massachusetts 4121 Surles Court 37217
01748 Durham
North Carolina 1225 Alma Road
7615 Smetana 27703 Suite 160
Lane Richardson
Eden Prairie 62 TW Alexander Texas
Minnesota Drive 75081
55344-3712 Research Triangle
Park 200 Dell Way
7625 Smetana North Carolina (RR5)
Lane 27709 Round Rock
Eden Prairie Texas
Minnesota 3501 SW 15th 78682
55344 Street, Bldg A
Oklahoma City 12500 Tech Ridge
1 Penn Plaza Oklahoma Boulevard, Bldg
Suite 2920 73108 PS4
New York City Austin
New York 3501 SW 15th Texas
10119 Street, Bldg B 78753
1404 Park Center 701 E. Parmer 701 E. Parmer
Dr. Lane, Bldg PS3 Lane, Bldg PS2
Austin Austin Austin
Texas Texas Texas
78754 78753 78753
4309 Emma 701 E. Parmer 9715 Burnet Road
Browning Avenue Lane, Bldg PS313 Metric-7, Suite
Austin Austin 300
Texas Texas Austin
78719 78753 Texas
78758
Dell Marketing L.P. 26 D�iLLTechnoiogies
5822 Cromo Drive 2300 Greenlawn
El Paso Boulevard (RR3) 2401 Greenlawn
Texas Round Rock Boulevard (RR8)
79912 Texas Round Rock
78682 Texas
2300 Greenlawn 78682
Boulevard (RR3E) 2401 Greenlawn
Round Rock Boulevard (RR7) 401 Dell Way(RR1)
Texas Round Rock Round Rock
78682 Texas Texas
78682 78682
501 Dell Way 501 Dell Way 501 Dell Way
(RR2) (RR2W) (RR2E)
Round Rock Round Rock Round Rock
Texas Texas Texas
78682 78682 78682
9830 Colonnade 13197 South 8444 Westpark
Boulevard Frontrunner Drive
Suite 380 Boulevard Floors 1, 3, 7, 8&
San Antonio Draper 9
Texas Utah Mclean
78230 84020 Virginia
22102
505 First Avenue South
4th Floor
Seattle
Washington
98104
• Define your standard terms of payment.
Dell Response:
Customer must pay Supplier's invoices in full and in the same currency as Supplier's quote
within the time noted on Supplier's invoice, or if not noted, then within 30 days after the date of
the invoice, with interest accruing after the due date at the lesser of 1.5% per month or the
highest lawful rate. Supplier may invoice parts of an Order separately or together in one invoice.
All invoice terms will be deemed accurate unless Customer advises Supplier in writing of a
material error within 10 days following receipt. If Customer advises Supplier of a material error,
(a)any amounts corrected by Supplier in writing must be paid within 14 days of correction, and
(b)all other amounts shall be paid by Customer by the due date. If Customer withholds payment
because Customer believes an invoiced amount is incorrect, and Supplier concludes that the
amount is accurate, Customer must pay interest on the unpaid disputed amount from the due
date until Supplier's receipt of payment. Customer may not offset, defer or deduct any invoiced
amounts that Supplier determines are correct following the notification process stated above.
Supplier, without waiving any other rights or remedies and without liability to Customer, may
suspend Services until all overdue amounts are paid in full.
• Who is your competition in the marketplace?
Dell Marketing L.P. 27 D�.LTechnoiogies
Dell Response:
Dell Technologies offers one of the broadest portfolios of IT Solutions and Services. Our
competition differs depending on the product or service being offered.
The technology market is increasingly competitive, but we don't see one single company or set
of companies as our key competitors. Our business is diverse and strong, and we see ourselves
in a truly differentiated position in the eyes of our customers. There really is not another
company like Dell Technologies out there that can address so many customers needs today
and in the future.
• What differentiates your company from competitors?
To find information on how Dell products and solutions compare against competition across a
broad mix of head-to-head product comparisons,third party competitive research, compelling
blogs and customer stories to make an informed purchase decision,visit the link below.
https://www.dell.com/en-us/dt/what-we-do/competitor-comparisons.htm
• Describe how your company will market this contract if awarded.
Dell Response:
Dell Technologies has successfully partnered with NCPA to help its members agencies meet their
technology needs. In continuing with this tradition, Dell Technologies will provide a multi-channel
plan to market and promote the NCPA Contract.
Dell Marketing L.P. 28 D412045.LTechnoIogies
Supportive of our marketing strategies and communication for the NCPA Contract will be our
SLED Strategists who are former government employees or educators. Our Strategy team
members are well versed in Technology Solutions for Government and Education, and act as
advisors, guides, and champions for the NCPA affiliated State and Local Government and
Education Institutions.
Our marketing approach will focus on contract education to ensure optimal utilization by Dell Sales
Teams.
Dell Technologies Marketing & Communication Plan for the NCPA Contract
Internal Marketing/Sales Enablement
• Dell Technologies SLED Strategists will conduct presentations to all Dell Sales Teams
supporting Education and State& Local Government.
• SLED Strategy Team and Contracts Program Management Office hold monthly calls with
our Education and Public Sales Teams—this will provide both an initial and on-going
contract update forum.
• Dell Technologies will develop a NCPA Contract Release/Marketing document which
outlines the scope of the contract, usage eligibility and contract ordering specifics for Dell
Technology Teams.
• Dell Technologies will develop an internal web-based resource to provide details on the
NCPA Contract for use by Dell Sales Teams.
• Dell Technologies will add the NCPA contract to the list of nationally available contracts
within the public sector and present it during the monthly sales training on contracts.
• Dell Technologies, based on NCPA approval,will cascade all training and messaging to
our Dell Sales Teams working with Education and Public Sector customers.
External Marketing/Sales Enablement
• Dell Technologies Public Sector Account Teams will promote the NCPA contract with
their customers within the NCPA region with awareness flyers that show the value of the
NCPA contract over list price.
• Dell Technologies will develop, host and maintain a public-facing website with information
on NCPA contract use, pricing, sales contacts, and reseller contacts.
• Dell Technologies, based on NCPA approval,will work with the Value-Added Reseller
community to expand the contract for their use in supporting NCPA members. This will be
an extension of our current practice with the Dell NCPA Contract.
• Dell Technologies will work with NCPA to develop Contract Communication Strategies
tied to Regional SLED Events.An example would be contract marketing material for use
at the"TECH Talk Live"event in Pennsylvania.
• Describe how you intend to introduce NCPA to your company.
Dell Response:
Dell has been on the NCPA contract for over a decade and our contract support teams and
sales teams are very familiar with NCPA.
Dell Marketing L.P. 29 D�iLLTechnoiogies
Contract Program Managers (CPM), Regional Account Managers and SLED Strategists are well
versed in our SLED contracts. When a customer wants to make a purchase, these team
members work with the Account Executive to identify the appropriate contract vehicle to enable
the sale.
o Regional Account Management: Our regional account teams consists of general,
technical, and specialty sales team members, and Dell Financial Services that will
serve as the main point of contact for pre-sales design/pricing and post-sale account
management activities.
o State, Local and Education (SLED) Strategists: Our strategists are industry
veterans who have extensive experience working in universities/public agencies and
have led transformation projects. They will serve as advisors to assist customers
with their transformation journey.
• Describe your firm's capabilities and functionality of your on-line catalog/ordering
website.
Dell Response:
Dell Premier offers a suite of complementary tools designed to simplify and expand access to IT
purchasing, discover insights for better asset management, and give you autonomy and control
of the procurement process.
To learn more about Premier, visit: htti)s://www.dell.com/en-us/dt/premier-solutions/index.htm
Using Dell Premier, you can:
• Shop a complete line of fully customizable business-class products, software&
accessories.
• Set company-wide standards for product configurations, custom services and shipping
options and purchase at your organization's negotiated rate.
• Prepare and save system configurations as an eQuote for repeat or future purchase at a
later date.
• Retrieve and purchase sales-created quotes
• Purchase parts and upgrades for your existing hardware
• Retrieve detailed invoice, open order and purchase history reports or build your own
report.
• Manage what users can see and do with defined access groups and user roles.
• Access your personalized Account page to manage your day-to-day account needs, like
your address book, user access levels, reporting, and more. Orders that are placed via
Dell Premier write frictionless to Dell's order management system,which means our
customers typically receive their orders quicker and with less errors.
• You can also use the Dell Premier local online or global platform to integrate into your
existing ERP or ITSM system.
A complete description can be found in Appendix D- Dell Premier for IT Procurement
Overview
Dell Marketing L.P. 30 D�.LTechnoiogies
• Describe your company's Customer Service Department(hours of operation, number of
service centers, etc.)
Dell Response:
Dell Technologies offers services in over 170 locations globally, including a direct service
presence in more than 83 locations. Our technical support team is comprised of more than
7,500 technical support representatives and is backed by over 37,000 Dell Technologies
services professionals.
At the heart of our customer service capabilities are our Customer Service Centers, giving you
instant access to experts skilled in the latest technologies. Support and Operations Centers are
located throughout the world in locations including the following primary centers: Boston Area in
Massachusetts; Seattle, Washington, Bay Area in California; Draper Utah; Research Triangle
Park NC, Burlington, Ontario; Barueri, Brazil; Cork, Ireland; Cairo, Egypt; Tokyo, Japan;
Bangalore, India; Shanghai, China, and Sydney Australia.
Collaboration is also important, and our 12 Centers of Excellence and Joint Solutions Centers
deliver in-house collaboration and industry-leading levels of support, leveraging Dell
Technologies' alliances with leading application providers such as Oracle and Microsoft. Beyond
this,we have deep partnerships with industry leaders and many cooperative support
agreements to accelerate time to resolution for joint customers.
Customer Service boasts customer satisfaction ratings among the highest in the industry and
has been widely recognized for leading the industry in established best practices, including best
use of measurements and metrics. Dell Technologies has received over 40 Technology
Services Industry Association (TSIA)Star Awards—and is a five-time recipient of the TSIA Hall
of Fame Award—an accomplishment achieved by only one other company.
Support center coverage is 24/7 worldwide with support coverage delivered according to the
customer's selected coverage. If onsite service is needed,the covering support center contacts
the local field service representative (24x7 for high-availability contracts),which handles the
case according to our formal escalation policy. For more information visit us on the Dell
Technologies website:
https://www.delitechnologies.com/en-us/services/support-services/i ndex.htm
Service is provided to customers based on their warranty and maintenance contract terms and
their selected support maintenance option.
Contact Customer Service:
U.S.: 1-800-782-4362 Canada: 1-800-543-4782
Local dial numbers outside of U.S. and Canada can be found here: Dell Customer Support
Centers Phone list
Hours of Operation: 7 x 24 x 365
For more information visit: Dell Technologies Contact Us
Dell Marketing L.P. 31 D�.LTechnoiogies
Customers in the USA can access Customer Support from Dell.com
(http://www.dell.com/support/home/us/en/l 9?c=&I=&s=)
Dell.com/support is an online support site with a number of tools that can be utilized by Dell
customers. The content and site language is customized by country/region. You can select and
default your home country or region at the bottom of the main page. Examples of the site
functions are below. Some of these modules are not available in all countries.
• Product Support
• Software Licenses
• Warranty&Contracts
• Order Support
• Support Videos
• Online Customer Care
• Dell Download Center and Drivers
• Service Request
• Comprehensive records for inventory management
• 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 much more. To that effort
we ask respondents to provide their companies environmental policy and/or green
initiative.
Dell Response:
Our 2030 Moonshot Goal for Social Impact focuses on four key areas with Advancing
Sustainability being one of them - By 2030, for every product a customer buys, we will reuse or
recycle an equivalent product. 100% of our packaging will be made from recycled or renewable
material. More than half of our product content will be made from recycled or renewable material.
Tech Refresh and Recycle is one of the many ways in which we are striving to achieve our
sustainability goals.
Dell Marketing L.P. 32 D�.LTechnoiogies
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Dell Asset Resale & Recycling Services
We help our customers resell, recycle, or return your excess computer equipment in a secure and
environmentally conscious manner that complies with local regulatory guidelines.We meet or exceed
all international standards such as the Basel Convention, EU WEEE directives and US environmental
and data disposal laws(RCRA, CERCLA, SARA, HIPAA, GLB and CISL).To protect your company's
assets and reputation in this area, we help ensure that sensitive information does not fall into the
wrong hands while also promoting environmental stewardship.
• Environmental stewardship: Systems with no value are recycled in adherence with local
regulatory guidelines such as the EPA and WEEE legislation and waste regulations.
• Brand protection: We can help you avoid the negative publicity that comes from a disposal
process that goes wrong.
• Retire multi-vendor assets: Our services can be applied to all IT assets regardless of brand.
Asset Recycling
We encourage our customers to recycle their end-of-life assets. Dell will handle the logistics of
properly disposing the excess equipment in an environmentally sensitive way. During the recycling
process, IT components are broken down into primary parts with materials separated into groups of
ferrous metals, precious metals, and plastics. Once divided,these materials are then sent to
specific partners who specialize in the disposal of each unique material.
Asset Resale
We pick up our customers systems at designated location, ship them to our facilities, sanitize the
device in alignment with NIST SP 800-88 standard, and audit the equipment to determine the value.
We can also help with reselling it to a third party. Equipment that has no residual value is recycled.
Onsite data sanitization option: Provides an extra level of security because we sanitize the
device in a secure environment at our customers site before it leaves your offices.
Dell Marketing L.P. 33 D�iLLTeehnoiogies
For customers who require nonstandard service or integrated deployments, Dell can provide flexible
services, including custom Asset Resale and Recycling services.
Asset Records Management
We provide a detailed status report on the data sanitization and outcome of each retired system.
We also can provide a Confirmation of Disposal to verify that the sanitization was successful or that
the drive was shredded to prevent data recovery in the case of a non-functioning drive and that all
recycling met or exceeded all local regulatory guidelines. In addition,for all equipment disposals, we
provide a settlement report which lists the resell value of each piece of resold hardware and
documents any other disposed equipment.
Dell Reconnect
0
4 ED I� g Et 0 HE �n
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Computers Monitors Scanners Hard drives Keyboards Mice Speakers Cable_
Dell reconnect is a program that has partnered with Goodwill to keep electronics off landfills. Donate
unwanted technology to Dell Reconnect and help protect the environment while supporting Goodwill
mission of putting people to work. This includes chargers and cords.
• Anti-Discrimination Policy(if applicable)
o Describe your organizations'anti-discrimination policy.
Dell Response:
Diversity, inclusiveness and respect for all Dell employees form the basis of Dell's Winning
Culture and are essential to Dell's success. Dell values each individual's distinct contribution
and leverages our collective strengths to ensure that Dell remains the technology solutions
company of choice for customers around the world. Please see Appendix B for Dell's Diversity
and Equal Employment Opportunity Policy
• Vendor Certifications(if applicable)
o 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
Dell Response:
Dell is registered in the State of Texas through the Secretary of State office registration
#6260510
Please See Appendix G for requested documents.
Dell Marketing L.P. 34 D�.LTeehnologies
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
Dell Response
Please see Appendix E for Dell's Limited Hardware Warranty,and Appendix F for Dell's Return Policy.
These can also be reviewed at the following links.
Dell Limited Hardware Warranty
Dell US Return Policy
Products
• Vendor shall provide equipment, materials and products that are new unless otherwise
specified, of good quality and free of defects
Dell Response
Dell confirms that initial purchases will be new products. Dell uses new and refurbished parts made by
various manufacturers in performing warranty repairs and in building replacement parts and products.
Refurbished parts and products are parts or products that have been returned to Dell, some of which
were never used by a customer.All parts and products are inspected and tested for quality.
Replacement parts and products are covered for the remaining period of the limited hardware
warranty for the product you purchased. Dell owns all parts removed from repaired products and, in
most instances, you will be required to return defective parts to Dell.
Construction
• Vendor shall perform services in a good and workmanlike manner and in accordance with
industry standards for the service provided.
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
• Laptops/Notebooks/2-in-1s
• Tablets
• Desktop Computers
• Workstations—Fixed and Mobile
• Gaming Devices
• Chromebooks—Education and Enterprise
Dell Marketing L.P. 35 D�.LTechnoiogies
• Servers
• High Performance Computing
• Data Storage/Drives
• Converged Infrastructure
• Hyper Converged Infrastructure
• Cloud Products
• Software
• Security Solutions
• Data Protection HW/SW
• Networking
• Internet of Things(IOT)
• Sensors&Edge Devices
• Printers&Accessories
• Digital Imaging—Cameras/Scanner
• Keyboard/Mice/Input Devices
• Memory/System Components
• Displays/Large Format Displays/Interactive Flat Panels
• Spare Parts
• Accessories/Cables
• Battery Back-up/Power/Surge Protectors
• Sound/Multimedia
• Telecommunications Products
• Video—Monitors/Cards/Projector
• Interactive Whiteboards
• Commercial-Off-the-Shelf(COTS)Software
• Software-as-a-Service (SaaS)
• Infrastructure-as-a-service (laaS)
• Platform-as-a-Service (PaaS)
• Software Licensing and Maintenance Agreements
• Subscription Based Software Licenses
• Software Related Services
Dell Marketing L.P. 36 D�.LTechnologies
Dell Response
Dell is responding to this RFP with Dell OEM products. We offer a wide portfolio of products that includes:
LZI C4 0 Q
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Laptops Desktops Workstations Monitors Servers&Storage Accessories
Our Industry Specific Solutions can be found at:
• State and Local Government- htti)s://www.dell.com/en-us/dt/industry/state-local-
government/index.htm
• Higher Education -https://www.dell.com/en-us/dt/industry/higher-education/index.htm
K-12 Schools- https://www.dell:com/en-us/dt/industry/education/index.htm#cobrand=intel
End User Computing and Peripherals
Desktop, Workstation Hardware
Standard Business Class Desktop, Workstation configuration
We recommend our OptiPlex 5000 and 7000 series Desktops. OptiPlex are the world's most intelligent
PC's with built-in artificial intelligence. OptiPlex 5000 and 7000 series desktops learn and adapt to how
you work with the intelligence of Dell Optimizer Express Response,which optimizes the performance of
the user's top 5 apps so they can work at their full potential and increase productivity.
Specialty Class Desktop, Workstation configuration
We recommend our Precision 5000 and 7000 series Tower, Small Form Factor and Micro Form Factor
PCs. Precision offers best in class Innovative Design, Intelligent Performance, Mission Critical Reliability
and Immersive Productivity.
Laptop Hardware
Standard Mobile Laptop configuration:
We recommend our 3000 and 5000 series Latitude laptops for a Standard Mobile Laptop experience.
Latitude offers industry-leading Innovative Design, Intelligent Collaboration &Connectivity and
Sustainability features. Latitude laptops come in 13", 14"and 15"form factors.
Ultrabook Laptop configuration:
We recommend our 7000 or 9000 series Latitude laptops for a Ultrabook Laptop experience. Latitude
products are smaller and lighter than ever with narrow border screens featuring ComfortView Plus, a built-
in solution that reduces harmful blue light while delivering excellent color.
Ruggedized Laptop configuration:
Dell's Latitude Rugged portfolio of devices offers best-in-class durability, reliability, and field productivity,
with both tablet and clamshell models to choose from. Latitude Rugged systems keep you in control of
your technology with the same industry-leading security, manageability, and reliability as the rest of the
Dell Latitude portfolio. Dell Latitude Rugged systems are also FirstNet ReadyTM with Band 14.
Mobile Workstation (Additional Offering):
We recommend Dell Precision mobile workstations as they deliver versatile designs, intelligent
Dell Marketing L.P. D�.LTechnoiogies
performance, and mission critical reliability to conquer the industry's most demanding applications. From
award-winning filmmakers and animators to state-of-the-art architects and engineers our expansive
professional portfolio enables you to customize the workstation and optimize them for your creative
expertise.
Gaming PC Hardware:
We recommend our Alienware and G-Series laptops and our recommendations for desktops would be the
Aurora line (R12, R13, R14)and for laptops would be the M15/M17 (R5, R6)or the X15/X17 (R1).
Alienware is the gold-standard when considering gaming devices. Unmatched power and design with
leading-edge materials and exceptional engineering, every Alienware device is built to reject limits.
Tablet Devices:
We recommend our Latitude 5320 2n1 and 7320 Detachable devices. Latitude 13"devices offer the
perfect balance of performance, scalability and sustainability.The 7320 is the world's most powerful,
secure, and serviceable detachable and is also the most intelligent,featuring ExpressSign-in.
Enterprise Chromebooks - Latitude/ Enterprise
Enterprise Chromebooks are designed for durability, and some models are with a high standard of
passing 17 MIL-STD 810G tests. Offering comprehensive serviceability and easy-to-upgrade RAM,
storage, battery and processors so you can easily customize for your business needs.
Education Chromebooks—Student Laptops
The student version of Chromebooks is economically viable while being built to be student tough—
rigorously tested beyond Mil-Std, tested to survive 5000 free fall micro-drops,while rubberized edges
minimize the impact. Kid-proof keyboard and protected ports save the devices from accidental spills.
Peripherals and Accessories
Dell products are purposely built to work with multiple platforms. Our wide assortment of accessories
ensure that the user fully gets to utilize our products.
- Electronics & Accessories
Q Monitors Docking Stations Software&Downloads
�)) Audio ... Networking 0 Tablets
j Gaming Electronics a Laptop Bags&Cases WO Cameras,Photo&Video
PC Accessories 39 Printers,Ink&Toner fly Keyboards&Mice
In addition to Dell branded accessories, we also partner with industry-leading manufacturers to bring you a
large assortment of world-class products. These manufacturers include top brands in each accessory
category providing a wide assortment from premium to economic choices to suit our customer's budget.
Dell Marketing L.P. 38 D�.LTechnoiogies
Jabra JBL Logitech MK520 Wireless Alienware RGB Gaming rarpus DWI nLaprop
M= A7
Logitech Zone Wireless Lexmark C3224dw Color Epson EcoTank ET-M1170 VisionTek VT1000 Dual Display
Our comprehensive accessories are listed in the table below, please note that products may be added or
removed from this list:
Docks Memory Conference Room Solutions
Laptop Bags Storage Large Format Monitors
Power/UPS Graphic Cards Televisions
Displays and Monitors Networking Mounts and stands
Keyboard, Mice and Stylus Drones Charging Carts and Lockers
Cameras AR/VR Healthcare Carts/Mounts
Printers Gaming Furniture
Privacy Filters and Screen Locks Ergonomics
Protectors
Audio Accessories Cables Home Automation
Dell Marketing L.P. 39 D�.LTechnoiogies
Additional accessories and options
C. Cross strap 395.BBF
D. Shoulder strap 750-AAXB
E. Spare battery charger 451-BCDF'
F. Vehicle dock OS-ELL-601
G. Keyboard cover and kickstand 580-AGLS
Some opWns may not be avaAade m ell reggm
'Not yawed
9
Our deep understanding of our customers working environments has helped us select and offer the best
accessories for each use case.Our SLED Account Teams are experts in our customer working environment
and our offerings that suit them best. Using feedback from our customers,we have worked with third parties
to create custom accessories that will deliver the best integration with our products—the image above shows
accessories that are designed for our Rugged product lines. These accessories are designed and tested to
work in harsh environments.
The benefits of buying from Dell all your 3rd party add-on products are that Dell will provide or facilitate the
warranty service and maintenance for all the products on the Master Agreement either directly or pass-
through from the third-party manufacturer. This makes it a one stop shop for all your purchase, warranty
and sales tracking needs.
Infrastructure Solutions
Dell leverages a modern approach that helps our customers get more value from centralized IT solutions,
data lakes, predictive analytics and digital integration. Dell's capability to provide End to End solutions
help institutions reduce complexity and cost. Dell transforms higher education IT environments:
Data Storage, Management and Protection - Dell Technologies can streamline data management
through customized enterprise content and records management, risk and compliance management,
Dell Marketing L.P. 40 /LLTeehnologies
and data protection. We also can provide digital storage designed to satisfy workload and institutional
needs for efficiency, performance and scalability.
• Modern Data Center- Dell Technologies offers automated hyper-converged platforms to modernize
higher education data centers and deliver an IT-as-a-service model. This way, institutions can provide
primary IT functions to users, partners and the community as a self-service catalog, even in
combination with public-cloud and managed services.
• Digital Campus (IoT)- Higher education can bridge information islands using Internet of Things (IoT)
technologies from Dell Technologies. Our IoT experts work with universities on widely diverse projects.
We also offer storage for IoT data and advanced data analytics to gain actionable insights from it.
• Transform your High-Performance Computing - From small institutions to some of the world's
largest, researchers are pushing their discovery horizons with Dell Technologies high-performance
computing (HPC)solutions.
Dell Marketing L.P. 41 D�iLLTechnoiogies
Dell Partner Software Solutions
Dell Partner Software has been serving customers,including educational entities,since 1984,the year when
Dell was founded. We make it easy to source traditional and cloud-based software licensing offerings
through expertise, reach and influence. Dell Partner Software provides solutions for:
• Software Licensing and Maintenance Agreements
• Subscription Based Software Licenses
- Software Related Services
Dell's extensive experience working with software publishers and our customers enables us to efficiently
navigate the complexities and processes of software licensing and help advocate for our customers.Within
Dell Software, we have an entire organization dedicated to state and local government and educational
accounts. This organization is staffed with capable, experienced, industry-savvy, and customer service-
oriented people who understand that state and local customers have unique needs when it comes to
budgeting, procurement and payment processes, dissemination of knowledge and information, and many
other agency-specific items.
Our advantage... Certified
Software
experts
Cloud
capabilities
Integrated
`r Solutions
Broad
portfolio
Life-cycle
management
Dell Partner Software provides our customers with the industry's best customer experience along with a
number of value-added services—all free of charge. Dell Partner Software also delivers value to our
customers by making sure all members of our sales and customer service team receive ongoing training
and earn industry certifications from the major manufacturers.
Dell Partner Software is the highest-level partner with major manufacturers including Microsoft, Adobe,
VMware, Ivanti, Red Hat, BMC, Citrix, McAfee, and more. In fact, we sit on the advisory boards of most IT
giants. It is not uncommon for manufacturers designing a new Volume License Agreement to consult with
Dell Partner Software.
We offer a strong portfolio of software products and serve as a trusted advisor to our customers throughout
the software procurement and implementation Iifecycle. We offer comprehensive software portfolio
management, license management, and assistance to enable our customers to optimize spend through
expert guidance.
Dell Marketing L.P. 42 D�.LTechnoiogies
Commercial-Off-the-Shelf(COTS) Software
Dell Partner Software is the highest-level partner with major manufacturers including Microsoft,
Adobe, Amazon, VMware, Ivanti, Red Hat, BMC, Citrix, Trellix, and more. In fact, we sit on the
advisory boards of most IT giants. It is not uncommon for manufacturers designing a new
Volume License Agreement to consult with Dell Partner Software.
We offer a strong portfolio of software products and serve as a trusted advisor to our customers
throughout the software procurement and implementation Iifecycle. We offer comprehensive
software portfolio management, license management, and assistance to enable our customers
to optimize spend through expert guidance.
Software-as-a-Service (SaaS)
Dell Partner Software teams with some of the industry's leading providers of SaaS products to
provide our customers with a plethora of products that fulfill their SaaS needs. Some examples
include Microsoft (M365, D365, etc.), Adobe (Creative Cloud), Amazon Web Services, VMware,
and Google (GCP, Workspace) as well as many others.
Platform-as-a-Service (PaaS)
Dell Partner Software is a leading provider of PaaS options for our customers, offering a wide
variety of cloud-based solutions. These include Amazon Web Services, VMware, Google, and
Red Hat. These solutions provide the platform for our customers to deploy, provision and run
applications without needing to build out the underlying infrastructure.
Software Licensing and Maintenance Agreements
Our software specialists are highly trained in the nuances of software licensing and maintenance
Agreements, providing our customers with a true trusted advisor to help navigate these
complicated agreements. For example, all of our software specialists carry the Microsoft
Certified Professional certification, and members of our team hold certifications with a host of
other publishers. Not to mention that we have licensing specialists that are solely dedicated to
our major publisher partners for a deeper understanding of those agreements.
Subscription Based Software Licenses
Dell Partner Software is a major reseller of subscription-based software licenses across the
entire spectrum of the industry. Additionally, our software specialists are highly-trained to assist
our customers to help determine the best licensing model that would most effectively meet their
business needs, be it subscription, on-premise or a mixed model.
Dell Marketing L.P. 43 D�.LTechnoiogies
Services
• Deployment&Installation
• Professional Services
• Consulting Services
• Security Services
• Business Continuity/Business Resiliency
• Disaster Recovery
• VMware Professional Services
• Microsoft Professional Services
• AWS Product and Services
• Application Services—End User
• Application Services—Data Center
• Residencies
• Managed Services—End User
• Managed Services—Data Center
• Education&Training
• Telecommunications
• Product Configurations
• Product Support
• Warranty
• Asset Lifecycle Management
• Asset Recovery
Dell Response:
Technology Services Overview:
Our services include a broad range of configurable IT and business services, including infrastructure
technology, consulting and applications, and product-related implementation, deployment, and support
services.We manage our services based on a customer engagement model,which groups our services
with similar demand, economic, and delivery profiles into five categories of services: Consulting and
Professional Services, Deployment and Lifecycle Services, Managed Services, Education Services, and
Support Services. Within these categories, we offer a variety of discrete and customizable services to our
customers as part of an overall solution. Without going into the extensive range of offerings—Dell
Technologies has over 460 discrete service offerings and can customize the right solution for EVERY
customer- let us share some examples on how Dell Services can help accelerate your transformation.
While many customers have a defined IT and Transformation strategy, the underlying roadmap on how to
get there is not always clear, resulting in limited executive sponsorship and a lack of alignment across
various departments and areas of operations. Our Professional and Consulting Services can help by
assessing your environment and building a transformation, implementation, management, and lifecycle
support plan that achieves the desired outcomes aligned to the institutions vision and strategy. Additional
specific details around our Workforce Consulting, Application Analysis and Modernization, Hybrid/Multi-
Cloud, Cyber Security/Business Resiliency, Data Center Consolidation, and other services are provided
here or in the"Value Added"section in this response.
For IT the directive has changed from "do more with less"to"do more with less...faster"as time
expectations of the technology world are compressing exponentially.This requires the deployment of new
Dell Marketing L.P. 44 D412045.LTechnoIogies
and more efficient infrastructures, modern collaboration, and communication tools, as well as the right end
user devices. Our Deployment Services can help your organization embrace new technologies by
accelerating deployment and adoption so you can execute digital strategies and drive toward the desired
outcomes. The services include Configuration and Implementation Services, On-site and Remote site
Deployment Services, Image Provisioning, and full Lifecycle Management Services, including sustainable
asset recovery and recycling, and additional details around these services are available here and in the
"Value Added"section in this response.
Managed Services allows you to offload day to day IT operations by combining on-site and remote end-to-
end management and operation of your infrastructure or client devices, allowing your resources to focus
on more value-producing and strategic initiatives. These managed services include a full range of
offerings, including on-and off-premises management of client and/or infrastructure, co-location
management, security monitoring and a host of other managed services capabilities. Additional details
are available here and in the"Value Added"section and the Addendum to this response.
Many organizations recognize the competitive nature of finding and retaining a skilled IT workforce. Dell
Technologies Services can augment your in-house skills with consultants and technology experts through
Staff Augmentation and expert Residency services, enabling you to shift focus from day-to-day
management to critical IT and business initiatives. This includes delivering Support Services that utilize
our experts as well as Al, machine learning and deep learning to optimize performance while predicting,
preventing and proactively resolving issues. Further detail is available in the Addendum section of this
response.
A full range of training and Education Services to help you upskill your teams by identifying knowledge
and skills gaps and define a continuous learning strategy skills are up to date,for all of Dell Technologies'
hardware platforms and all the most in-demand application, infrastructure, communications, application
development and other environments.
Dell Marketing L.P. 45 D�.LTechnoiogies
Financial Services Offerings:
• Infrastructure-as-a-Service (laaS)
• Leasing for Public and Private/Commercial Entities with schedules included for:
o Fair Market Value Lease
o Purchase Option Lease
o Tax Exempt Lease Purchase Lease
o Flex Lease Purchase
o PC-as-a-Service
o Software Schedule
• Deferred Payments(Direct and Indirect Financing)
• Payment Agreements
• Usage Agreements
Responses:
Dell Financial Services
Dell Financial Services, L.L.C. (DFS) is a dedicated financial services entity focused on the financial and
technology management needs of Dell's customers. Obtaining computer equipment is only the beginning.
DFS provides a variety of payment solutions that allow our customers to acquire multi-vendor hardware,
software and services.
Our flexible payment solutions offer an end-to-end solution across Dell Technologies in addition to
products from other manufacturers or vendors hardware, software and services.
Over the past twenty-five years, DFS has originated over$90 billion in leases.Annually we fund over$8
billion in revenue, and we currently have$12.5 billion in managed assets. DFS operates in over 50
countries with 1500 employees around the globe.
Our mission at DFS is to help Public Agencies using the NCPA get the technology they need today and
expand acquisition opportunities within current budget allocations.You will find a wide range of flexible
programs all aimed at making acquisition easy and affordable,whether you are on a regular rotation
program, unsure of your long-term plans, or seeking an affordable method of financing equipment,
software, and related services. Our portfolio of payment solutions can help you meet business challenges.
DFS is committed to your success.
MyDFS
DFS strives to empower our customers to manage their business with DFS online globally. DFS is in the
process of launching a new online portal which will bring a number of exciting capabilities to our
customers and will continue to improve the DFS experience.
A highlight of the new enhancements through 2022 will include, but not limited to:
• Dashboard and portfolio visualization
• Provides a consistent look and feel with other Dell platforms including single sign-on
• Contract, asset and invoice data management and document retrieval.
• Online Schedule Acceptance (OSA)—US-Commercial customers only
• Standard and custom reporting capability
• End of lease capabilities at both contract and asset level.
• Customer administration feature to self-manage data and user capability access.
• General support requests
Dell Marketing L.P. 46 D�.LTechnologies
Minority Financing
Through a strategic arrangement with Pharos Financial Services L.P. (PFS), DFS can help facilitate
technology ownership and rotation programs to customers desiring a Minority Business Enterprise (MBE)
or Historically Underutilized Business (HUB) lessor.Available in the United States only.
These programs can benefit customers in a number of ways:
• Demonstrate public policy support
• May provide bidding advantages on government contracts
• Cultivate greater customer loyalty
The collaboration between PFS and DFS also offers a number of advantages:
• Access to DFS financing program benefits including customized payment structures, electronic
invoicing, asset reporting and a flexible end-of-lease process
• Single-source contact for equipment and leasing needs
• One-stop shopping for service
• Speed to production and delivery
• Easy equipment upgrades and enhancements
Unlike a complete outsourcing solution, you remain in total control of key strategic decisions with PFS
minority financing solutions.
Response to Specific RFP Provisions
Many of the terms and conditions presented in the RFP are applicable to straight procurement/purchase
transactions and not to leasing and financing and other flexible payment solutions,which are made
available directly through DFS or PFS in accordance with one or more of the separately negotiated DFS or
PFS lease or finance agreements ("Lease(s)"). Since the current RFP does not contain any Lease terms
and conditions, any eligible Public Agency under this RFP authorized to execute such Leases under
applicable law must execute a separate Lease directly with DFS or PFS for the hardware, software, and/or
services being procured under this RFP. Each Lease will separately establish a long-term (beyond net 30
days)financial relationship between DFS or PFS and each Public Agency procuring under the NCPA
contract).Any Lease solutions will be subject to the terms and conditions of the corresponding DFS or
PFS Lease. Each eligible Public Agency will be required to separately negotiate the terms and conditions
of its Lease with DFS or PFS directly. To the extent of any conflict or inconsistency between the terms of
the DFS or PFS Lease and the terms of this RFP, the terms and conditions of the DFS or PFS Lease will
prevail.
In addition, Dell may offer consumption-based models under its Dell APEX Flex on Demand Program
("FOY) as an alternative flexible payment solution under a separate Master Flexible Consumption
Agreement ("MFCA"). Any FOD solution will be subject to the terms and conditions of the MFCA only, an
example of which is attached hereto in Appendix H. Eligible customer shall negotiate the terms and
conditions of such FOD solution directly with vendor or its designated affiliate or its authorized
distributor/partner/reseller, including, but not limited to, the MFCA, any flexible consumption schedule
("Schedule"),and any other documentation that may be required for such transaction.The parties recognize
that the MFCA and any Schedule executed by the parties hereunder are separate and independent
agreements between the eligible customer and Dell or its designated affiliate or its authorized
distributor/partner/reseller,with the terms thereof constituting the entire agreement for such transaction. To
the extent of any conflict or inconsistency between the terms of the MFCA and the terms of the RFP, and
Dell Marketing L.P. 47 D�.LTechnoiogies
conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedules, and any other
related documentation that may be applicable are attached in Appendix H.
Flexible Payment Solutions Enabled by Dell Financial Services
DFS' payment programs offer flexible end-of-term options designed to suit each entity's unique
needs. Payment terms are generally from 24 through 60 months and are tailored to match the
essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly,
semi-annually or annual, in advance.
PAY AS YOU WA PAY AS YOU GO
APEX
Custom Offers Rotation Ownership
APEX Flex on Demand Technology Rotation Technology Ownership
PC&aS Software Installment Payments
UNWIL
Pay as You Go Solutions
These solutions are ideal for predictable and stable workloads but can be structured in different ways to
accommodate different needs.
Technology Rotation
Lowest total cost of ownership with multiple structures to support different business cases
Technology Rotation is a business strategy enabling organizations to maintain liquidity, take advantage of
current-state technology, and contribute to the circular economy.When you choose a technology rotation
strategy, you can structure payments to align to business needs. Whether you need payments to start
small and grow as your business grows, you want to align payments with deployments, or you want to
simplify billing and asset management,we can customize a solution that meets your exact needs. By
utilizing Technology Rotation, organizations can accelerate and enhance digital transformation with a
planned refresh of assets that can help overcome challenges throughout the technology lifecycle.
Technology Ownership
Complete, simplified structured solutions that can improve cash flow
In some instances, it makes sense to own technology. In that case, our technology ownership solution
provides a simple structure for you to spread costs over time rather than incurring upfront costs. Complete
systems including hardware, software, and services can be purchased this way.
PC as a Service- Lifecycle Management
Dell PC as a Service (PCaaS)delivers a modernized employee experience with a single, predictable price
per unit per month.
PCaaS combines the latest hardware, software, lifecycle services and financing into one all-encompassing
solution. PCaaS offers one-stop financing for PC hardware, software and services:
• Financing that is seamlessly integrated into the PC lifecycle management process
Dell Marketing L.P. 48 D�.LTechnoiogies
• Flexible financing options(flex up,down and mid-term upgrades for more than 300 units)
• 36 and 48 month terms
• Dedicated experts with technical knowledge and financial acumen
Software Installments
Lock in costs while beating budget constraints with publishers' pre-paid and multi-year maintenance
discounts
Our Software Installment payments allow you to pay for and access software in more flexible ways.
Payments can be tailored to meet your needs including deferrals and can be set monthly or annually.
These installments can be applied to software with or without the purchase of hardware and can also be
applied to license agreements. (example TLA, ELA)
Payment Flexibility Program
Increase buying power through low rate promotions and payment deferral offerings
Whether you are choosing a rotation or ownership strategy, we realize that flexibility is KEY.
We have created a Payment Flexibility Program to ensure that you will be able to address budget
constraints by taking advantage of low-rate promotions. When cash flow is limited, deferrals can help
keep budgets on track and in uncertain business climates you might be hesitant to make a long-term
commitment so we are offering shorter terms.
DFS Master Usage Agreement and usage schedule can be utilized for structures: IT as a Service
(ITaaS)and cloud related Services offering may include: Software-as-a-Service (SaaS), Infrastructure-as-
a-Service (laaS), Platform-as-a-Service (PaaS), Storage-as-a-Service, Device as a Service or PCaaS.
APEX FlexOn Demand
Usage-based
Right-size capacity for Buffer capacity is Elastic capacity Metered usage More savings Value-added servicc
-
workloads that shrink measured and billed by committing to higher deployment and support
and grow over time average or actual usage levels for longer terms services in one agreement
MAK
---------------
7.�7A�U SED
APEX Flex on Demand
Customers are often looking for a solution that allows them to pay for only what they truly use. Flex on
Demand offers elastic capacity and pay for use economics. Many customers looking to take advantage of
public cloud economics and flexibility turn to Flex on Demand. With Flex on Demand you can take
advantage of:
Elastic Capacity
Provision the right-sized amount of capacity for workloads that shrink and grow over time—committed
capacity can be adjusted as needs evolve.
Dell Marketing L.P. 49 D�.LTechnologies
Metered Usage
Buffer capacity is measured at the technology level and is billed by average or actual usage preventing
overspending for underutilized capacity.
More Savings
Determine the level of commitment right for your organization and drive lower usage charges by selecting
higher levels of committed capacity and longer usage periods.
Value Added Services
Include asset recovery, deployment and support services in one agreement.
Master Lease Program
For large-scale acquisitions(in excess of$250,000 in financed equipment over the next 12 months)and/or
the ability to upgrade PC-related equipment continually,with minimal additional paperwork, the Master
Lease Program is the most efficient choice.
10 Streamlined transactions -Accelerate the acquisition of IT solutions with a financing
process that is seamlessly integrated with Dell Technologies
Simplified acquisitions -Acquire the technology you need from any vendor
,lty without renegotiating basic financing terms and conditions
Electronic documentation -Contract within a modern financing infrastructure,
where digital documents eliminate the need for hand copy signatures
Self-service—Leverage DFS Online Services to accept lease schedules and view
leased asset reports online
Ease of use - Finance the entire transaction by designating DFS Lease' on the
purchase order
End of Term
The circular economy is aimed at eliminating waste and the continual use of resources. End of term
options are focused on making the return part of the cycle easy and efficient. DFS recognizes that an
ineffective end-of-term process can diminish the potential benefits of leasing. DFS understands that the
elimination of obsolete systems promotes the continued mission of your business and the role of the
technology department.Accordingly, your dedicated DFS sales team will work with you to provide the
tools to help you make the right decisions at lease termination.
Easy end-of-term process -6 month notice and options that include renewal, return and purchase of
equipment, dependent on contract type.
Auto renewal periods -Practical automatic renewal periods. It's your choice at the end of a lease
whether to extend, return, or acquire the asset.
Straightforward returns -A straight forward approach to returns.Acceptance of returned items whatever
their condition and stops the lease charges.
Environmental sustainability-Asset refurbishment processes go beyond minimum standards and are
regularly reviewed to ensure that they remain as environmentally sustainable as possible.
Dell Marketing L.P. 50 /LLTeehnologies
End-of-Term Administration -DFS feels that one of the keys to an efficient end-of-lease process is a
clear customer understanding of the roles and responsibilities of the end-of-lease process. DFS maintains
resources specifically to assist you with management of leased equipment coming out of the leasing cycle.
Fewer Damage Charge Categories -DFS offers a simple and easy returns process with only a limited
number of missing,wrong, and damaged categories. We do not bill MWD in excess of a system's Fair
Market Value and all charges below assume at least 80%of the items are returned without other damages
or missing items.
Dell Marketing L.P. 51 D�.LTechnoiogies
Tab 7 - Pricing
Please submit price list electronically via our online Bonfire portal (pricing can be submitted as Discount
off MSRP, cost plus, etc.). Products, services,warranties, etc. should be included in price list. Prices
submitted will be used to establish the extent of a respondent's products and services (Tab 5)that are
available and also establish pricing per item.
Price lists must contain the following:
• Product name and part number(include both manufacturer part number and respondent part
number if different from manufacturers).
• Description
• Vendor's List Price
• Percent Discount to NCPA participating entities
Not To Exceed Pricing
• NCPA requests pricing be submitted as"not to exceed pricing"for any participating
entity.
• The awarded vendor can adjust submitted pricing lower but cannot exceed original
pricing submitted for solicitation.
• NCPA requests that vendor honor lower pricing for similar size and scope purchases to other
members.
Dell Acknowledges.
A separate pricing file has been uploaded to Bonfire Portal.
Dell Marketing L.P. 58 D�.LTechnoiogies
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.
Dell Lifecycle Services
Consulting and Professional Services
Dell Technologies' Professional Services focuses our efforts on addressing transformation initiatives that
are encompassed by four main areas—the most common areas we see our customers facing challenges
with. Using our outcome-focused approach, Dell Technologies Services accelerate your ability to
effectively deliver a wide range of strategy, deployment, migration, and design services for:
• Modern workforce
• Applications&data
• Multi-Cloud
• Cyber Security/Business Resiliency
Digital Employee Experience (DEX) Services
DEX Advisory Service
Assessment and advisory service
complete with scorecard,platform Workforce Personas
recommendations and more Tailored Use Case Services
•fT Services •Multicloud
DEX Subscription Service "'• •Client Devices •Microsoft 365
Augment the customers DEX team •Applications
with Dell experts for continual success
(monthly,annual,and 3-year options)
Subscrj Adoption&Change Management
Employee Experience
'�fi Tailored Use Case Services
Q p3
Measurement Services IT Services Windows&EUC
Cyber Solutions •Multicloud
Employee Sentiment DEX Cloud&Virtual •Microsoft 365
DEX Telemetry Advisory Desktops
MERMIS
aLo Fwclde mplen•,entat;on senaices
for leading experience management platforms
Modern Workforce: Empower your workforce with modern technologies that optimize experiences and
simplify the consumption of IT services
• Digital Employee Experience- Employee Experience encompasses everything that is
experienced (or lived and felt) by employees throughout the course of their day.This includes
interactions With the people, processes and technology within your organization. Why should you
care? Digital Employee Experience plays a major role in employee happiness. It impacts
retention, engagement, productivity and more. In a Harvard Business Review survey, 82% of
respondents said employee happiness is impacted by workplace technology, and 77% said good
Dell Marketing L.P. 59 D�.LTeehnologies
employees will look to move on without the tools, technology and information needed to do their
job well. Digital Employee Experience is one of the most important subsets of Employee
Experience and is focused on enabling employees to do their best work with the right technologies
and services tailored to their needs.
Dell's answer to these challenges is in helping our clients create successful digital employee
experiences by putting your people first and making sure they have what they need to do their
best work and be their best selves no matter when or where they work. We take a unique,
pyramid approach, helping you with:
• Workforce Persona Services
o Role-based personas to understand each user's IT needs
o The right applications, data, and devices delivered to optimize experience
• Adoption &Change Management
o Tailored plans to address the human side of technology change
o Accelerated technology adoption
• Employee Experience Measurement
o Measure employee experiences and IT sentiment
o Understanding of what's working and how to adjust IT strategy to improve
• Maximizing your Microsoft 365 Investment- Dell Technologies provides services for every step
of the Microsoft 365 journey, including:
• ProConsult Advisory Services for Microsoft 365: Educate organizations on Microsoft 365,
incorporating whiteboard sessions, as-is/to-be discussions, align business outcomes and
strategy, and provide a Microsoft 365 roadmap.
• Security and Compliance Services: Designed to help you assess, plan and implement the
Microsoft 365 features that will provide your organization with the security posture you need.
• Network Readiness Assessment for Microsoft 365: Leveraging a variety of tools to assess
enterprise voice experience and perform synthetic transactions across the Microsoft 365
cloud platform.
• Services for Microsoft 365: Dell Technologies offers a holistic approach to helping
customers design, deploy and migrate to Microsoft 365 inclusive of a variety of cloud
productivity workloads such as Exchange Online, SharePoint Online, OneDrive for Business,
Teams, Teams Rooms, Dynamics 365 and more.
• Management Services for Microsoft 365: Provide ongoing administration and management
for day 2 operations of Microsoft 365 environments for customers who are looking to out-
source daily care and feeding of their Microsoft 365 environment.
• Accelerate Modern Teamwork-To Accelerate Modern Teamwork, we provide your workforce
with a consistent, modern and secure collaboration platform incorporating, personalized
experiences built on right devices, apps and peripherals; cloud-based calling and meeting
capabilities; services to maximize the value of technology investments and enable day 1
productivity; and intelligent meeting spaces.
• Services for Microsoft Teams
o Modern teamwork capabilities
o Digitized legacy business processes
o Cloud-based calling & meeting
• Services for Dell Meeting Space Solutions for Microsoft Teams Rooms
o Dell's leading displays and compute infrastructure for Microsoft Teams
o Intelligent meeting space capabilities
• Modern Client Management and Provisioning -To accelerate modern client provisioning we
focus on optimizing the PC deployment, consumption and management experience, and
streamlining procurement and deployment of the entire Dell client device portfolio:
• Persona-based Ordering
Dell Marketing L.P. 60 D�.LTechnoiogies
o Workforce Persona Services
o ServiceNow Premiere Integration
• Managed in the Cloud
o Client Deployment Assessment
o Services for Azure Active Directory
o Connected Provisioning
• Managed Services
o Managed Detection &Response
o ProManage
o Client Managed Services
o Lifecyle Hub Managed Services
• Dell Factory Services
o Provisioning
o Packaging
o Quick Start for Intune or Workspace ONE
• Cloud Productivity&Identity- Dell offers a robust portfolio of solutions to modernize your
workplace productivity, collaboration and security tools to enable innovation and drive business
forward. Many of our Cloud Productivity and Identity solutions are centered around the Microsoft
ecosystem. We're one of the largest and most credentialed Microsoft partners in the world with
over 30 gold and platinum certifications and offer end-to-end services including licensing,
advisory, planning, implementation and managed services. We're also members of the Microsoft
Intelligent Security Association and offer services that align with both the Microsoft Zero Trust
security model, as well as the NIST Cybersecurity Framework.
• Digital Services Management-Another key area of workforce modernization is Digital Services
Management,which includes self-service portals or IT services platforms. Dell's Digital Services
Management solutions are designed to help organizations innovate, optimize and automate IT
services for the modern workplace, including digital marketplace services, workflow&automation
services and intelligent operations and managed services. We can help you deliver beyond
customer expectations and design a digital marketplace experience to drive efficient IT operations
at scale. These capabilities:
• Digital Marketplace Services create the experiences that your employees are seeking. We
enable you to deliver enterprise services through a consumer-driven digital experience
tailored to role and requirements. These experiences and interactions drive employee
adoption of automated self-service ordering and fulfillment.
• Workflow&Automation Services accelerate implementation of end-to-end workflows that
drive consistent repeatable, reliable, and auditable operations.The Dell Technologies
difference here is we provide direct integration with our systems, databases, and supply chain
to accelerate end-to-end fulfillment of service requests.
• Intelligent Operations&Management Services help our customers achieve data-driven
operations by unifying their enterprise technologies and infrastructure with the NOW platform.
By unifying all your data sources, you can leverage telemetry and insights to proactively
manage, predict, and self-heal to minimize downtime and disruption to the business.
• VDI &Workspace Platforms- Dell's Virtual Desktop Infrastructure (VDI)and Workspace
Platforms truly enable work from anywhere with secure solutions and hosted VDI options that
simplify IT management and provisioning. This has become especially important for our clients
adopting a hybrid work model, but remote and hybrid work isn't the only scenario that benefits
from VDIs. Virtual desktops are more efficient than ever to deploy, manage, and seamlessly
integrate with existing workplace apps and services, providing a centrally managed, secure,
cloud-hosted environment for modern teams to thrive.
Dell Marketing L.P. 61 D�iLLTechnologies
Applications & Data Services
Gain a competitive edge using modern data and application patterns and technologies
• Application Portfolio Optimization -All IT organizations need to decrease cost and complexity
to be successful. Eliminating technical debt and simplifying the IT environment will deliver
business results quickly while increasing agility and speed to adapt to the rapidly changing world.
Looking across the entire application portfolio we define which applications should be made cloud
native,which can benefit from operational efficiencies,which should adopt more effective
operation models, and which should be retired.
• Attribute Discovery-To make an accurate decision for an application's future state requires
data about that application. Depending on the depth and breadth of target landing zone
options being considered, over 100 attributes may be needed. So,for a portfolio of 1000
applications, this could mean over 100,000 attributes will be needed to complete the analysis.
We do this by leveraging existing assets and tools and where needed, using advanced
electronic discovery tools to give us a complete picture of your existing application landscape.
• Investment Strategy- Prior to considering where to land an application and how to get it
there, each application needs to be assessed to determine if the application warrants
investment and, if so, how much.This requires looking at the impact the application has on
the business first, then considering technical, operational, architectural and design issues as a
follow-up. Determining where an application should be deployed in the future is critical. Our
Cloud Disposition service provides the answers you need to transform each application in
your portfolio and determine whether you Retain, Retire, Modernize, or Migrate.
• Landing Zone Strategy—Dell Technologies Services will help you look at selecting the best
landing zone for each application. It is important to note that the analysis shifts and along with
business characteristics, more technical characteristics come into play.
• Transformation Pathway-Our eight`R's approach to transformation pathways helps
organizations determine the end-state and disposition of applications. Our model has evolved
from 4 basic dispositions (Retain, Retire, Rewrite, Re-platform), to the more comprehensive 8-
step process listed below. This expansion was based on the need to meet the challenges of
an "aaS" market that has grown in size and complexity. More importantly,we focus on the
work effort associated with each pathway and weigh that against the near and long term risks
and benefits with each.
o Replace-Eliminate the former application component altogether and replace it, taking
new requirements and needs into account
o Rewrite -Rebuild or rewrite the application as cloud native while preserving its scope and
specifications
o Refactor-Materially alter the application code to a new application architecture and fully
exploit new and better capabilities of the application platform
o Replatform -Restructure and optimize existing code without changing its external
behavior to remove technical debt and to improve the component's features and structure
o Rehost-Redeploy the application to a cloud infrastructure without recompiling, altering
the application code, or modifying features and functions
o Retain -Leave the application in its current state. These applications may be re-
evaluated at a later stage for potential rewrite. These can be migrated as forklift or P2P
o Retire-Retire the application as it may be at end-of-life stage or its functionality has been
replaced by another application
o Retire&Archive -Archive the application data to support long-term data access and
compliance and retire the application
• Application Migration Services—Applications that are implemented on existing
infrastructure may not be able to provide the scalability and resiliency needed to meet these
needs. In some cases, virtualizing applications on newer, more modern platforms is the
answer. In other cases, businesses may look to leverage private, public or hybrid cloud
environments to achieve the flexibility, scalability, resiliency and economy they desire. And
sometimes packaged applications and operation systems may need to be replatformed and
Dell Marketing L.P. 62 D�.LTechnoiogies
upgraded. For all of these cases, existing applications may need to be redeployed from their
current operating environment to another environment. Dell Technologies application
migration services provide a factory-based approach to application migration. With this
approach,we address the end-to-end migration life cycle from discovering dependencies,to
developing the migration plan, to executing the migrations, to validating the migrated
applications
• Cloud Native Apps-Cloud-native describes the patterns of high performing organizations
delivering software faster, consistently and reliably at scale. DevOps, Continuous Delivery and
Microservices provide the how, why and the what of cloud native. DevOps is how we approach
the cultural and technical changes required to fully implement a cloud-native strategy. Continuous
delivery is why software is becoming cloud-native and microservices is the software architecture
pattern used most successfully to expand development and delivery operation and avoid slow,
risk, monolithic deployment strategies.
o Application Modernization for PCaaS/CaaS -Quickly identify and transition
applications to cloud platforms with minimal refactoring. Three (3)sprints are the
standard starting point. Over the course of the engagement,we evaluate architecture and
operational decisions as well as development and deployment practices. Our work
culminates in a prioritized backlog of improvement opportunities;foremost recommending
tactical changes and enhancements that will reduce technical debt of container platform
scalability, improve test automation, and introduce continuous delivery.
o Enterprise DevOps Implementation -DevOps services help align your application
development and IT operational teams through the use of agile techniques—including
sprints, continuous integration, and continuous deployment—as part of the SDLC
process. Offerings range from Advisory services to Implementation services designed
to prove viability, to develop patterns and repeatable processes, and full scale
implementation. Transformation of application development and operational teams by
improving the way that people, processes, and technology work together.
o Infrastructure as Code Design and Implementation -The Infrastructure as Code
(IaC)Design &Implementation service builds the requisite tool chain and delivery
pipeline to manage infrastructure and changes to infrastructure using best practices from
software development and release management disciplines. This service introduces new
tools common to software development, like version control, and couples them with
automation capabilities.This service then maps them to new practices and processes for
creating, updating, monitoring, and managing infrastructure services.
o Solution Architect Advisory-Support from product specialist and subject matter
experts to overcome unique challenges. Working together to improve project outcomes
and maximize on-the-job skills enablement. The Solution Architect will work on a
prioritized backlog with designated project anchors from your organizations throughout
the duration of the engagement.
• Data Driven Enterprise-We offer our customers a portfolio of services that are based on the
years of experience from our team of consultants and engineers so that they are repeatable and
have predictable outcomes. Dell Services use proprietary methodologies that are designed to
help customers get the maximum value from their Dell Technology investments in the shortest
amount of time with the least risk possible. And our portfolio allows us to work with you no matter
what your needs might be, whether you are already moving through the transformation process,
or just beginning, we have services that will meet you wherever you are in your digital journey.
Our goal is to help you in your business's transformational journey.
o ProConsult-Apply standard offering and methodology to planning of analytical platform
and architecture modernization
o Technology Advisory- Develop a technology architecture and roadmap to implement
new or enhanced capabilities into a production environment
Dell Marketing L.P. 63 D�.LTechnoiogies
o Healthcheck-Assess existing architecture and provide recommendations to better align
it with industry best practices and benchmarks
o Data&Platform Migrations- Migrate legacy data platforms to more modern, Hadoop-
based platforms
o Solutions &Storage Implementations- Integrate Dell Ready Solutions for Al/Big Data
or architectures using Dell EMC storage products (e.g., Isilon, ECS)
Multi-Cloud Services
Optimize cloud infrastructure services to cost-effectively drive business growth
• Cloud Platforms-There are many considerations when building a cloud service delivery model.
Dell Services provides a variety of consulting, design, advisory, and implementation services
for an organization's multi-cloud journey. We know it can be challenging to define and implement
a coordinated cloud strategy. We've seen this firsthand, as we have consulted thousands of
customers on their cloud adoption journeys. Through these engagements,we have identified and
refined a proven four-step approach that helps organizations better understand the tasks that
are necessary to meet objectives across various lines of business. In each of these areas, there
are technology outcomes needed to deliver on business outcomes. While each of these are
important for you to ultimately be successful, each of the downstream activities rely on the
decisions made during the Strategize stage.
Whether your organization is undertaking a company-wide cloud transformation or scaling your
cloud to accommodate special workloads, Dell Technologies offers a broad portfolio of services to
empower your teams and help you realize your business outcomes. From strategy,
implementation, adoption and scale, speed your path to productivity and extend your cloud
environment to on-premises, accelerating innovation and delivering even more value to your
business.
o Cloud Strategy—Align on strategy across business, development and IT;Architect
desired future state, roadmap the processes; Identify KPI/program success metrics;
Validate performance and readiness metrics
o Cloud Implementation—Validate operational readiness for your entire organization or
individual departments; Create on-demand, self-service catalogues; Integrate with core IT
operational systems; Align resiliency plan with business needs for recovery
o Cloud Adoption—Create a cloud/SRE operating model; Migrate workloads, apps and
data to run on your infrastructure, on or off-premises; Enact policy and governance
programs; Monitor performance and productivity
o Cloud Scale- Integrate on-going roadmap for business and technology; Analyze and
validate success metrics; Capture employee experiences
• Operating Model for Multi-Cloud Platforms- Modern operating models support service-oriented
IT(XaaS Model)and optimize both experience and cost transforming IT into a strategic business
partner that drives innovation. For an organization to truly transform from a traditional IT model to
an "as a service"cloud model which will deliver transformative value to the businesses they
support,the transformation must incorporate people and processes...the operating model. We
utilize a four-step method to fully extract the benefits of your cloud platforms:
o Strategize-Align leadership to support transformation; Identify the organizational
structure, roles and skills needed to the support transformation; Empower employees with
training and new skill building; Gain employee buy-in and build morale to support a
smooth transition.
• Transformation Strategy Workshop
• Multi-Cloud Roadmap
• IT Operating Model Design
• Cloud Education Services
Dell Marketing L.P. 64 /LLTechnologies
o Implement- Design the processes that enable IT to support business requirements;
Deliver standardized services supported by repeatable processes and automation;
Condition effective cross-functional communication and streamline operational process
handoffs.
• Value Stream Mapping
• IT Process Design
o Adopt- Increase clarity and alignment between business goals and IT developments;
Simplify service consumption and increase end user satisfaction with a robust catalog and
self-service portal; Drive adoption of self-service offerings to reduce exception and costs;
Optimize your service catalog tailored to role; Define financial chargeback model for
services rendered.
• Service Catalog Design
• IT Financial Management
o Scale-Assess progress towards goals, objectives and transformation KPIs; Conduct
employee IT pulse check to assess employee engagement and satisfaction with cloud
services and experience; Reassess objectives and priorities to integrate into the roadmap
• IT Experience Measurement
• Data Center Modernization—Dell Services helps the customer data center modernization efforts
by mitigating risk and cost of a data center migration and modernization using our patented,
application-centric approach and automated tools. One of the things that Dell Technologies
Services has observed through working with clients on thousands of successful data center
transformation programs is that there is a range of objectives for a data center transformation
program. These objectives can range from highly strategic to more tactical concerns.
o From a strategic business standpoint, data center transformation reduces costs and
maintains service continuity, an important concern in the 7x24 cloud era.
o From an application standpoint, data center transformation provides an opportunity to
replatform applications on modern software-defined cloud infrastructure. From an
infrastructure perspective, data center transformation increases scalability, agility and
rapid innovation.
o From a tactical facilities standpoint, data center transformation can lower power and
cooling costs, which can be substantial, through modern data center infrastructure and
thoughtful facilities placement.
Dell Technologies can help you work through and identify all these objectives with our proven
approach to data center transformation.
• ProConsult Advisory Core for Data Center—provides perspective from experienced data
center professionals for their IT executive team, in a 3-week engagement, resulting in custom
recommendations and a roadmap for improvements.
• Data Center Strategy—service defines and optimal consolidation plan examining internal
and external data center alternatives.
• Application Blueprinting-analyzes the inventory of applications in the current enterprise
portfolio and discovers the interdependencies among applications and between applications
and infrastructure.
• Data Center Migration -implementation of your transformed data center strategy. Our
application-centric approach uses patented tools with verification methodology to mitigate risk
and decrease overall cost.
We can also tie some or all these services together into a comprehensive data center
transformation initiative.
Resiliency&Security: Implement a strategy to reduce business interruptions and achieve a non-stop
digital business
Dell Marketing L.P. 65 D�.LTechnoiogies
• Cyber Security-The near-constant attacks we've seen represent a massive increase from years
prior, but a few concerning trends have been steadily rising. More and more insiders to
organizations are involved in these attacks and if an organization is impacted by a destructive
attack,they're not confident in their abilities to recover after an attack. Typically, attackers begin
by taking an initial look at how they might penetrate the organization and move quickly to either
utilize an exploit or a phishing type attack to gain access to the networks. This is where
prevention and monitoring solutions are critical to thwart attacks at this phase, as well training
and education programs for employees so they are well versed in phishing techniques and how
they can avoid being a victim.
If the attack progresses further and the bad actor gains access, their first interest is establishing a
foothold in order to expand the impact of the attack. In the case of a ransomware attack,this is
how they're attempting to get payment, by grinding normal business operations to a standstill. In
this phase, it's critical that organizations have advanced detection and response abilities to
identify anomalies and quickly determine how to respond to the threat. Depending on how this is
handled and how quickly a response effort takes place, the organization may be able to reduce
the impact of the attack before it spreads further.
The final step is where the attack is launched and the impact realized by the organization. If they
haven't been successful in identifying and stopping the spread through these prior phases, it
becomes more likely that there will need to be some kind of recovery effort to fix the impacted
critical systems and get the business back up and running.
Dell Cyber Security Services include:
• Managed Detection and Response- monitoring critical parts of your business—endpoints,
networks and clouds—by a team of experts certified to monitor, analyze and respond to
suspicious activity around the clock.
• Cyber Solutions—purpose-built to isolate critical backups of data and business applications
so that in the event of an attack, ensuring a path to recovery. The key to a Cyber Recovery
Solution is to ensure it's related to recovery of entire business processes so if an attack has
brought down, your organization has their most critical applications ready to be recovered and
return to business as usual
• Incident Response and Recovery Retainer- reactive support that we can implement at a
moment's notice to help you recover after a cyber incident. It also should be considered
proactive in that you can set an organization's strategy today on who you will rely on for an
incident response initiative, so if and when that happens, Dell Services will be the one to
respond for support and help.
• Cyber Recovery& Resiliency—Dell Services help our customers focus on reducing the attack
surface and shifting to a proactive mindset
o Advisory and Design—We create a strategy for vault isolation, security, operation and
reporting and design/advise other infrastructure needed in the vault(firewall, network
etc.)
o Deploy and Implement—Deploy PowerProtect DID in the CR Vault, Cyber Recovery
software and configure policy, deploy in the Cyber Recovery vault and integrate with vault
data domain
o Runbook and Validation—Dell Services Consulting documents processes to recover
data
o Operate and Manage—Dell offers a range of supplementary services on top such as
Managed Services, Residency and Education
• Managed Services- Manage day-to-day vault operations; Drive consistent
procedures and testing; Monitored 24x7x365 by global operations team; Support
recovery operations
Dell Marketing L.P. 66 D�.LTechnoiogies
• Residency- Extend skills and capabilities with certified technical experts;
Increase resiliency, minimize security risks, support data recovery&restore
options and optimize Cyber Vault components to ensure a smooth run state;
Monitored and daily operations of Dell's Cyber Recovery Solution 8x5.
• Education - Cybersecurity Training &Certifications can include Introduction to IT
Frameworks and NIST; CompTIA Security+and Certification Readiness;
Implement the NIST Cybersecurity Framework; User authentication, access
controls and security standards
o STIG Hardening Services-STIG Security Hardening is the process of treating security
weaknesses, compliance gaps, vulnerabilities and misconfigu ration before a system goes
into production. Security Technical Implementation Guides (STIG)Security Hardening
uses prescribed federal government security guidelines aligned to NIST 800-53
standards, to deliver tighter, in-depth security control and maximized protection of IT
assets.
o Zero Trust- Leveraging the Microsoft Zero Trust model enables you to secure your
digital workplace in a way that doesn't interfere with productivity, and Dell has developed
an accelerated path focused on the Microsoft ecosystem that helps you:
• Assess&Strategize—Cybersecurity Advisory with Zero Trust Roadmap;
Security Assessment for Active Directory and Azure AD
• Build a Secure Foundation— Implementation Services for Active Directory and
Azure AD; Securing Microsoft Identities with Entra
• Secure Identities, Data, and Apps—Getting Started with Defender for Identity;
Getting Started with Defender for Endpoint; Securing the Microsoft 365
Workloads with Defender for Office 365; Implementation and Advanced
Configuration of Defender for Identity w/Microsoft Sentinel &ServiceNow; Unified
Data Governance with Microsoft Purview
• Adoption &On-Going Management- Incident Recovery Retainer Service/
Managed Detection & Response; Adoption and Change Management
Deployment Services
Deployment Services for Client Solutions
• Configuration & Deployment- Dell Configuration and Deployment Services accelerate onsite or
remote deployments by executing the configuration tasks required to prepare a system for
installation and integration. This eliminates time spent imaging and configuring new systems desk-
side or at a staging location. It ensures new systems arrive ready to use out of the box. Just
install and connect to the network. Services include:
o Imaging Services
■ Imaging
■ Connected Provisioning
o Systems Configuration
■ Connected Configuration
■ Application Install
■ BIOS Settings
■ Hard drive partitioning
■ 3rd Party Hardware Install
o Asset Identification
■ Asset Tagging
■ Asset Reporting
o Client Deployment- Users want minimal disruption when they get a new device, and IT
departments need to maintain the system's fitness, security, reliability, and efficiency over
the life of that system. Relying on Dell Technologies to assist in this space may be a
Dell Marketing L.P. 67 D�■LTechnoiogies
prudent option for organizations looking to focus on their business and not on mundane IT
tasks.
ProDeploy Client Suite
Feature comparison ProDeploy
R Plus
SDM-Single point of contact for project management
Self service portal for configuration control&updates
Deployment engineer develops implementation plan
TSM engagement via ProSupport Plus
Connected Configuration
Provisioning for VMwares WorkspaoeOneTM Add-on 0
Load an image:WIM,Ghost or ISO or ImageAssist Add-on 0
Configure BIOS settings
Asset tag applied to each system
�•r
Standard asset reports
Onaite installation of client system available 247
Project documentation with knowledge transfer
User settings&data migrated to new system _
Securely wipe data from refiring diem systems
Tr day —dit plor Dell support r•
Training vedils for Dell EMC Education Services
o Client Deployment Services include:
■ Client Deployment Assessment—The CDA is targeted towards customers who
are interested in understanding and streamlining their deployment processes and
inherent costs. The findings will help improve efficiency of deployment, reducing
time and cost, reduce complexity and maximize impact throughout the process.
Dell will collect information on a customer's deployment process through a
combination of customer interviews and IDC data. The result is the delivery of an
actionable implementation plan with real achievable cost savings. This a no-fee
service for qualified customers.
■ Remote Installation Services
■ On-site Installation Services (24 x 7)
■ Data Migration Services- Up to 100 GB data migrated with the Dell Migration
tool from a legacy to new PC
• Connected Provisioning—Dell Services configure more than 11 million systems a year, so we
have the experience regarding the processes and now, by leveraging the cloud,we are speeding
up the way devices are configured. Connected Provisioning helps get a customized device to the
end user faster with fewer touches. We leveraged our long-standing configuration and
provisioning expertise, to help modernize the execution, which means seamlessly and securely
preconfiguring in days instead of weeks or even months.
o Simplify the Process—Through TechDirect IT manages the registration, enrollment and
provisioning of their Dell ordered devices from their own cloud UEM environment.
o Less IT Touch—Time, work and bandwidth moved from customer environment to supply
chain. Cloud based deployment so no access to customer's on-premises environment is
required.
o More IT Control—Scalable. Profile based configuration management per order gives the
customer flexibility and control to assign &configure devices to a specific group of users.
o Quicker End User Productivity-Tasks like enrollment, loading applications, modifying
BIOS settings, installing updates, domain joining, and security settings can all be pre-
formed prior to first end user logon.
• Asset Recovery-Asset Recovery Services help you retire IT equipment in a secure and
sustainable manner and unlock value that can be put towards future innovation. We leverage our
long-standing security expertise, environmental compliance and commitment to sustainability to
help you seamlessly transition from old to new technology while protecting what's important.
Dell Marketing L.P. 68 DiLLTechnoiogies
o Logistics—We will help resale, recycle or return to lease any brand of client hardware
(and servers);we collect equipment from the designated location(s)and ship it to our
facilities; customers can schedule pickups, monitor the progress of every asset, and view
all activities related to your service through our centralized online portal
o Data Security—As part of the resell and recycling service, Dell sanitizes devices offsite
at our facility and in alignment with NIST SP 800-88 r1 standard data sanitization
requirements; devices will be verified to confirm the sanitization was successful; if
sanitization is not successful, we physically destroy the drives to prevent data recovery in
alignment with NIST SP 800-88 r1 standard
o Environmental Compliance—Systems (including batteries and components)are
recycled in adherence with local regulatory guidelines; the a-waste process is
documented through the entire chain of custody until final disposal; Dell does not permit
e-waste to be exported to developing countries either directly or through intermediaries;
we vet, audit, and hold our partners accountable to the highest standards of
environmental compliance and data security
o Resell and Recycle—Upon receipt,we assess the equipment and provide you with the
residual value of your assets via Electronic Funds Transfer; customers can also request
an appraisal of your existing assets at any time to make informed decisions about when to
retire; before reselling,we sanitize the devices in alignment with the NIST SP 800-88 r1
standard which can be done offsite or onsite for extra security; if there's no residual value,
we recycle the devices in compliance with regulatory guidelines
o Lease Return—When you reach the end of your lease,we help transport equipment
back to the company from which it was leased
o Reporting-Customize and download dynamic reports anytime through the online portal
—order views, service credit usage, value payments and pick-up status; confirmation of
Disposal to verify sanitization was successful (or the drive was destroyed)and that all
recycling met or exceeded local regulatory guidelines;final report that documents asset
type, serial and asset tags, resale value of each piece of hardware resold any materials
recycled
• Client Residency Services-A client residency engagement could include a wide range of
technological proficiencies including:
o Windows 10 migration
o Application packaging
o Unified Endpoint Management(UEM)
o VMware Workspace ONE
o Microsoft Windows Autopilot/Intune
o Microsoft Endpoint Manager and MDT
o BitLocker/MBAM
o Dell TechDirect
o DelllmageAssist
o Dell Connected Configuration
o Dell Client Command Suite
o Dell Migration Tool
o Dell Support Assist
o Dell Data Encryption
• Endpoint Security Services—Typically, we hear about three areas that are problematic for our
customers:
o External Threats
o User Behavior
o Limited Security Resources
Dell Marketing L.P. 69 /LLTechnologies
Dell Endpoint Security software plus Endpoint Security Services help customers manage the
growing cyber risk while embracing workforce transformation
o Endpoint Security Software—VMware Carbon Black Cloud; Encryption Enterprise;
Absolute; Netskope
o Endpoint Security Monitoring Services—Ongoing monitoring of customer endpoints
performed by experienced Dell threat analysts; Customer alerts sent via management
console when malicious activity is detected; Detailed threat response recommendations
delivered the next business day; Business hours monitoring with next business day
response; Kickoff meeting with dedicated project manager to set expectations,
requirements
o Endpoint Security Implementation Services—Review of environment; Software
installation or SaaS activation; Configuration and custom policy settings; Pilot
implementation and measure against a test plan; Knowledge transfer
o Endpoint Security Advisory Services- Project assistance from a Dell technical security
expert , with 4 or 8 hour remote options, or multiple day onsite options
Deployment Services for Infrastructure Solutions
• Enterprise Services/Rack Integration -When you choose Dell Technologies Services to help
with your implementation, you will get the right people,the right tools and the right processes to
accelerate your transformation. Starting with an assigned project manager to be your single point
of contact for the entire process and a global staff of certified technicians. Racks, components,
shipment prep and packaging are customized to your specifications and reports are tailored to
your needs. We deliver white glove logistics and easy part replacements if something fails. You
will receive your hardware ready to use before invoices, warranties and support contracts begin.
o Rack Integration Services- Dell can engineer, integrate, configure, deploy and install
custom rack technology into any data center environment.
o Configuration Services- Receive your new technology custom configured to meet your
needs
o ProDeploy Installation Services—everything from basic hardware installations through
planning, configuration and complex integrations.
• Infrastructure Deployment and Implementation Services- Maximizing technology on day one
takes the right training, insights and expertise. ProDeploy Enterprise Suite is here to help, with
the right fit to accelerate deployment up to 4 times faster from planning through implementation
and beyond. ProDeploy Infrastructure Suite is made up of 4 offers: ProDeploy Configuration
Services, ProDeploy Rack Integration Services, Basic Deployment, ProDeploy, and
ProDeploy Plus.
o ProDeploy Configuration Services—provide custom system settings, labeling and other
common needs. ProDeploy Rack Integration Services provide full configuration and
racking of the technology including custom cabling and logistics.
o Basic Deployment—consists of the hardware installation during normal standard
business hours.
o ProDeploy—consists of your hardware installation and configuration of the software
using offshore resources.
o ProDeploy Plus—you in-region or onsite resources to complete the engagement for the
customer. It also includes additional features such as Post Deployment Configuration
Assistance and Training Credits.
• Infrastructure Residency Services-With Residency Services, certified technical experts help
you achieve businesses objectives and fulfill outcomes. Directed by you, residents act like an
extension of your IT staff to enhance internal capabilities and resources, helping you realize faster
adoption and maximized ROI of new technology. We assign the best resource to meet your
needs, delivered onsite or remote, for however long you require.
Dell Marketing L.P. 70 D�.LTechnoiogies
• Data Services-Services that complement our Deployment Services for the Enterprise Suite,
these offers provide dedicated expertise focused on data and security needs for infrastructure
solutions
o Data Migration - Data is one of your organizations most important resources and you
need that data to fuel business growth. But distributed data can keep valuable insights
out of reach. Our experts help efficiently move data from where it is, to where it will drive
innovation. We migrate data every day, all over the world, in any situation you can
imagine. Whether you are upgrading technology, changing platforms or leveraging cloud,
our experts use proven tools to streamline migrations and provide you a faster time to
value. Our Data Migration Services provide greater control, security and value through
standardized processes in planning, execution and knowledge transfer. We lower risk
through expert-delivered, dependable best practices developed over 30 years of data
migration success. Our goal is to improve data availability and migrate your data
efficiently with greater data integrity.
o Data Sanitization/Data Destruction-Our portfolio of enterprise services apply to
infrastructure products in a data center, including all of our Dell EMC infrastructure
solutions and similar 3rd party non-Dell branded products. We offer 3 distinct services that
vary depending on your business' need.
• Data Sanitization is a software-based method of securely overwriting the data
residing on a system to render it unrecoverable. We offer 2 versions of this
service.
■ If you want to refresh and redeploy assets in your environment, having data
wiped but retaining the asset, we have Onsite Data Sanitization Services. With
these we come to your facility, sanitize the data, and your systems never leave
your location.
• Data Sanitization Offsite with Asset Resale and Recycle is best if you are
looking to eliminate assets from your environment and are interested in resale or
recycling. We come and pick up the assets, remove them from your facility, and
perform the sanitization at a secure site.After sanitization is complete,we
evaluate the system for resale value. If it can be resold or reused,then you will
get some money back. If no resale value is found, or the products are too old, we
will proceed to responsibly recycle the asset. This service is only available on
specific Dell EMC server and storage products and related 3rd party systems.
And, both sanitization offers are only able to be performed on systems that are in
working order.
■ Data Destruction, which is performed on all infrastructure products, both Dell
and non-Dell branded systems, and on systems that are no longer operational.
This service is a process of physical shredding the asset to make the data
residing on it completely in accessible. For this service, we come to your business
site, pick up the asset and put the data bearing component through the shredder.
Once shredded, everything is automatically recycled.
o STIG Hardening-This service will help customers implement STIG configurations.
Published by DISA, STIG is a defined set of NIST 800-53 industry standard security
controls that help minimize the security attack surface on IT assets to protect against
cybersecurity attacks.
Dell Marketing L.P. 71 D�.LTechnoiogies
Managed Services
Dell Technologies can provide a complete range of end user, infrastructure, storage, and security
managed services, for any customer.
Dell Deployment Tag I Asset Report
Communication
Premier Page
Ready Stock Asset Acquisition BIOS
Break/Fix
OS 8
APIl��
Lifecycle PMO Load
SwaP %
ReturnLease Pool
Asset Retirement
Redeploy And Disposition Deskside
Remarket Deploy
Recycle
Predictive and
Proactive
Repair
• Client Lifecycle Managed Services: Dell can provide a complete managed framework for your
entire client environment, including but not limited to the following. These programs can be
acquired as part of an institution's capital purchase/refresh, as an operating lease, or as an "-as-
a-Service" model.
o Asset acquisition and warehousing
o Device provisioning and updating
o Campus, local, or remote deployment and installation
o Software and application management
o Asset tracking and management
o Predictive/proactive repairs
o Moves/Adds/Changes/Re-Deployments
o Walk up or Dispatch for Break/Fix
o Service Desk
o Asset Disposition
• Infrastructure and Storage Managed Services: Dell Technologies can provide the widest range
of Infrastructure and Storage Managed Services available. These are pre-defined and custom-
designed solutions, intended to meet the requirements of small, medium, large institutions,with
centralized or remote management infrastructures. Depending on the unique customer needs,
these managed services may include:
o Account management
o Predefined service levels
o Incident/change/capacity management& remediation
o Performance monitoring
o Patching &updates with scheduled maintenance windows
o Audit and compliance reporting
o Secure remote connectivity
Dell Marketing L.P. 72 D�irs- hnoiogies
o Monthly billing
The range of infrastructure services includes but is not limited to the following list below.
Additional artifacts are available; please check with your Dell Technologies Services account team
for more details and specifics:
• Infrastructure:
o Compute
o Storage
o Backup
o Infrastructure
o Cyber Recovery
o Includes options for hosting
• Workloads:
o Private Cloud
o Containers
o Cloud Native
o VDI
o HPC
o Al/MIL Ops
• Multi-Cloud
o Hybrid Cloud
o Microsoft Azure
o Amazon Web Services
o Google Cloud Platform
o VMware Cloud
o Other public clouds
• Managed Co-Lo Services
o Deployment
■ Deploy in colocation facility and connection to Dell's service management used to
create and delete resources on the supported cloud platforms
■ Configure remote management and interconnections
o Event Monitoring and Security
■ 24/7 Monitoring alerts, thresholds &trends on space, power and networking in the
colocation site
o Incident Management
■ Manage incidents in the colocation site and problems to resolution
o Operational Management
■ Maintain service management infrastructure for secure remote access
■ Configure network interconnections and manage networking capacity
■ Execute service expansions in colocation space
o Continuous Improvement
■ Ongoing review of procedures, configurations, skills
Dell Marketing L.P. 73 D�iLLTechnoiogies
Innovation in Education with Dell Technologies
Today,education is at a pivotal moment.Schools,colleges,and universities are in the middle of a significant
shift in educational models, delivering both unique learning models and student campus experiences
through digital transformation.Students are increasingly taking advantage of technology on demand to meet
their own learning needs and chart their own path to workforce readiness. This change around why, how,
and when students are learning is a driving force behind the growing need for advanced technology in higher
education on campuses.
Digital transformation in higher education
Driving innovation and student success through Digital Transformation
Helping higher education
solve complex issues by STUDENT& TEACHING&LEARNING RESEARCH
util¢ing Dell's integratetl INSTITLJT10NAL SUCCESS
O
solutions.
DATA-INFORMED ENGAGING ACCELERATING RESEARCH
Dell Technologies DECISION MAKING LEARNING ENVIRONMENTS •Super&High Performance Computing
Solution Focus Data Dashboards&WarningSystems •Blended Learning&Instructional Stral Ies
Y 9 e9 •Research Ready Solutions
Workforce Planning Active Learning and Collaboration Spaces Research Class Storage
•Enhanced/Adaptive Technologies Vidualized labs&environments HPC and At Innovation Lab
Innovative Programs die:Espods) Immersive Learning(ARNRlMR) •At ML and Deep Learning
Data Integration&Management HPC Design and Engineering Support
BALANCING •Modem Security Technologies
ACCESS& Cybersecunty Frameworks
PROTECTION user Awareness&End Point Security Physical l C Security Services
•P Campus Security
►��� Next-gen Compute,Storage&Networking Digital Campus&IoT
PLATFORMS� MODERN Data Lakes and Data Integration Hybnd Cloud Infrastructure
•Software Defined Data Center&HCI
Based on Dell research, we believe that 85% of the jobs that will be available in 2030 have not even been
invented yet. In 2030, we'll value skills like contextualized intelligence, in-the-moment learning, automation
literacy,entrepreneurial mindset, and personal brand cultivation. More than anything,the ability to gain new
knowledge—to learn—will be valued more than even the knowledge that people already have. So,we see
our North Star-how can institutions begin to address students' expectations in order to best prepare them
for that future/changing world? At Dell Technologies, we love finding new ways to help our educational
partners innovate,to bring new and exciting topics and methods of learning to the modern student.
A handful of the creative programs we are currently engaged in are:
Soar with MENTOR
Soar with MENTOR is a program developed by Dell and Intel for students to inspire, educate, and equip a
cohort of select female students with the necessary knowledge, skills and dispositions to be successful in
life, and possibly at Dell Technologies in the future.We recognize the importance of diversity and inclusion
in all organizations and believe that providing development and mentorship opportunities to female post-
secondary students will help assist in the future success of these students.
We have already begun to work with the University of Colorado campus champions to bring this program to
CU students as the first of it's kind in the United States (previous programs have all been in Canada).
Dell Marketing L.P. 74 D�iL�Technoiogies
°-(,,LL Intel a � •'
Soar with MENTOR!
Program Objectives
Support diveraty and inclusion initiatives within higher education institutions
and organizations in STEM and business related fields 0980
Through mentorstvp.create a female-centric ecosystem to increase interest
and confidence in STEM and business related fields.
Develop career readiness skills to thrive n a last-paced and changing world
I
Program Outline
4 virtual sessions over a three month time period with your cohort of female
students
Sessions will include:
Career readiness keynotes A r I r 1 r
What's happening in Tech today
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Al For Workforce
Dell Technologies and Intel have implemented a comprehensive Al readiness program in partnership with
post-secondary education systems and governments worldwide. In the US this program goes a bit further
to focus on building the future AI-ready workforce through post-secondary opportunities with the objective
of`empowering learners and workers with Al skills in an inclusive way'.
Dell Marketing L.P. D�iLLTeehnoiogies
DOLLTechnologies
Skillinng Journey
AWARENESS I
1r► Gain general awareness of Al
FOUNDATION
iflBuild foundational technical&career
growth skills Content AI Labs
EXPERIENCE PROGRAM DESIGN
specificGain experience working with Fro,
domains "' Demonstrated Standardized
CAPSTONE Outcomes Implementation
knowledgeBuild Al solutions with gained
industryapplication or socialimpact
•• • •TRAINING
Gain exposurereal-world challenges and
Solutionsbuild ..
Girls Who Game
GIRLS • GAME
•
Offered through a partnership between Dell, Microsoft and Intel,the"Girls Who Game"program encourages
girls to get into the world of gaming, exposing them to new ways of applying STEM learning. This is an
engaging technology-based program designed to captivate female students in grades 4-8 in learner-driven
experiences to build their technology, leadership and communication skills. We have also brought
educational opportunities via a pilot internship program for young women in secondary education via the
Girls Who Game Equity program, teaching them how to host professional panels that are streamed live on
public streaming services.
We at Dell Technologies believe that our partnership runs deeper than just making sales. Some of
the ways we can help elevate those sales made on campus are:
Classrooms of the Future
With more students requiring a mix of in-person and online learning through HyFlex models, Dell
Technologies has partnered with numerous K-12 and Higher Education institutions to improve collaboration
between faculty and students regardless of how they attended class. Many schools and universities need
to deploy a connected classroom solution while staying within budget requirements. One example of a
connected classroom setup Dell has recently helped build at a regional university in the West, uses a Dell
75-inch 4K interactive touch monitor, Dell OptiPlex Micro desktops and Windows Whiteboard software
instead of traditional smartboards, Dell PCs and projectors. In these classrooms, any number of remote or
in-person students can see and interact with a virtual whiteboard. This includes adding notes, sharing files
Dell Marketing L.P. 76 D�.LTechnologies
and running applications.The CIO of this university shared with us that"faculty utilizing this innovation, can
simply pull up a file that has a template whiteboard image and instantly pick up where they left off in their
last class as well as spontaneously present rich media content and annotations".
Educational Road Shows / Guest Lecture Series / Educational Strategists
Dell Technologies prides ourselves on the expertise and knowledge of our team members. Not only do we
have expert client specialists and technologists to help explain and elaborate on the newest in our hardware
offerings,but we also have a dedicated team of educational strategists. Our education strategists are former
educators and staff from academia who are well versed in Technology Solutions for Higher Education, and
will act as advisors, guides, and champions for the University of Colorado.
In addition to understanding the higher education landscape, partnering with the University of Colorado on
webinars and speaking engagements, and being champions for academic institutions, Dell Technologies
Education Strategists can also help in a variety of other functions:
Strategy
• Have conversations about strategic initiatives at higher education institutions
• Participate in discovery meetings with higher education leaders
• Assist CU in their IT alignment of goals and plans to Institutional Strategic goals and plans
• Serve as higher education consultant and advisor
• Serve on advisory boards
• Facilitate Visioning Days and Dell Tech Days
• Participate as thought leaders in the industry via keynotes, speaking at industry events, PR, blogs,
social media, and whitepapers (such as the upcoming whitepaper in partnership with the Chronicle
of Higher Education featuring the CU Boulder Libraries program and research study around helping
students obtain adequate hardware—to be published very soon!)
Relationships
Foster new relationships with university executives and build the bridge to the Dell team
• Develop agendas and participate in Executive Briefings at Dell Centers
• Make connections across and within institutions
• Help foster and develop collaborative partnerships
Focus on building relationships outside of IT
Help our customers network with each other and share best practices
Innovation
• Advance cultures of innovation and transformation
• Support learning transformations with students at the center
Research technology solutions and provide information to customers
Our founder, Michael Dell, expresses it succinctly in his quote"Our business is about technology, yes. But
it's also about operations and customer relationships." Dell Technologies has shown that we not only care
Dell Marketing L.P. 77 D�.LTechnoiogies
about education and its impact on the world but are actively engaged in dedicating resources to be the best
possible partner for academic organizations.
Elevating CU Gaming Initiatives
We have built a strong relationship with the various CU Gaming groups,working to help elevate their mission
of establishing the University of Colorado as a leader in the academic,career pathway,and research arenas
of gaming and esports. A local and national expert in this field, Dell Education Strategist Danielle Rourke
frequently engages with faculty, staff, and students at CU campuses and works to bring advisory and
volunteer opportunities to them to help elevate their goals and involvement in the state and beyond. She
hosts a monthly gaming council collaborative of esports leaders from around the state of Colorado to help
advise the CDHE on ways Colorado can become the future hub of educational esports. This group created
a report for the CDHE called "Report and Recommendations on Gaming and Esports in Colorado" (please
ask for report if desired)and has helped advocate for a statewide esports league in higher education.
Dell Technologies was also a gold-level sponsor of COLTT 2021 and Danielle facilitated the session titled
"Esports in Colorado Higher Education - More than just a game"with CU Gaming Director of Esports as a
speaker.
We have also brought opportunities for the student leaders from CU Gaming to be an integral part of
conferences such as the 2022 Phi Theta Kappa Catalyst conference's inaugural multi-day esports events.
Our appreciation for their involvement was only matched by the potential opportunities and networking
connections they gained from the event.
Dell Technologies also already has a solid relationship and presence at the University's various on-
site retail facilities:
Dell Member Purchase Program
Dell Technologies and the University of Colorado have an extensive partnership for faculty, staff, and
students to purchase and earn rewards through our Member Purchase Program:
What is the Member Purchase Program?
MPP is a membership program within the Dell Consumer branch. Members include employees, family,
friends and students of your organization or school. We offer a wide array of benefits to our members,
including but not limited to:
• Exclusive monthly offers
• Best price guarantee on consumer PCs from Dell
• Dedicated Dell contact for help with purchases, custom programs and more
• Free enrollment in Dell Rewards Program
Best Price on Dell.com
Dell MPP provides your employees and/or students with several advantageous benefits with a goal of
putting the right consumer technology in their hands. Take advantage of the customized programs and
dedicated resources to elevate the savings and purchase experience. To take advantage of these deals,
please visit Dell.com/CU. Your Dell MPP contact is Alissa Stevens, who can be contacted at
Alissa_Stevens@Dell.com or 512-723-6273.
Dell Marketing L.P. 78 D�iLLTechnoiogies
Dell Rewards Program
Dell Rewards is an added benefit for your employees when they enroll in MPP's free reward program.Your
employees will receive 3 percent back every time they purchase with their Rewards membership to use on
thousands of top-brand electronics, plus free expedited shipping. Learn more at: Dell.com/rewards.
Included in our Progress Made Real goals for social impact, Dell Technologies believes that sustainability
is a critical factor in the future of not only our business, but all life on our planet. We recognize it is also
important to our educational customers and have created many initiatives to be a partner in sustainability.
One such program is our annual Erase E-Waste Sweepstakes:
HOW TO ENTFR
Dell Technologies is inviting U.S. K-12
/ • schools, universities,colleges, and state
• • • and local governments to erase e-waste
• •
by hosting an e-waste recycling drive.
• � I���I REGISTER
! • Y Register to parropale and Dell Technologies will send you a digital kit to make it easy to
conduct an eewaste recycling dm-e
COLLECT
Safely conduct a drive to collect and recycle used consumer electronics Loam nx a about
waste and where to recycle wdh ON Rminnect and asset Resale and RecyclN Sermes
SNARE
Post a photo or video of your ricyckng drive on Tmnec.Fx0000k or Instagram taaq
aEraseEwasteSwaipstakes and tag(dDelRpch for official entry
We also have recycling programs via our services organization.
Dell Technologies also believes strongly that today's students are tomorrow's valued team members. We
have a number of programs to help prepare students for their future careers in technology:
Dell Marketing L.P. 79 DiLLTeehnoiogies
Student Tech Crew
Student TechCrew
Offered only by Dell Technologies, -
Student TechCrew . . .
experience
prizesopportunities for students to compete globally
V, for and patents
Read ffwe at ,< .o
Dell Student TechCrew is a student-led IT helpdesk on high school campuses which promotes future career
skills and learning via hands-on experience as students help their peers and school staff members with
technology issues. It began as a pilot for the 2019-20 school year in the U.S. and Canada. Students who
participate in the program become certified Dell technicians via the Dell TechDirect Program, which gives
participating campuses access to an increased number of technicians by training, leveraging the expertise
of students to serve students.
As part of the Dell Student TechCrew curriculum, students receive industry-standard training to service Dell
desktops and notebooks. They also complete the required training to become Dell Tech Direct-certified
technicians.The program teaches student participants to fix computers while also building their professional
career skills. The curriculum is divided evenly between technical training and the "soft skills" required for
21st-century careers.
We also offer technology certification programs that universities can utilize to train students for future
careers. Please see this customer story between students of Fayetteville State University and the City of
Fayetteville.
NextGen Sales Academy
NextGen Sales Academy was created to build the next generation of Dell Technologies sales leaders and
field sellers. Through an industry-leading training and enablement program,we are focused on developing
ambitious early in career talent along an accelerated career path. Our sellers focus on data center
technology. The program is a 2-3 year commitment,with a requirement to relocate to either Round Rock,
TX or Hopkinton, MA for the duration of the program.
Dell Marketing L.P. 80 D�iLLTechnoiogies
Your path with Dell Technologies Next Gen Sales Academy
Associate Inside Sales Inside Sales
Representative Representative Field Sales
o 6-9 months o 18 months
o Renowned training
o Carry a quota
both sales and
program covering
o Run full sales Specialty Sales
technology campaigns
Sales Management
Dell Technologies Internships
At Dell Technologies, we are always looking for the next generation of innovative thinkers to drive our
business forward. Whether students are looking for internships, co-ops or development programs, we'll
help them build the skills they need,while working on meaningful projects starting on day one.
Students start by exploring our https://mobs.dell.com/internships website for opportunities that sound
intriguing to them, such as:
ENGINEERING
Client Solutions Group Engineering Intern Program 0
FINANCE
Dell Financial Services Internship Program 0
HUMAN RESOURCES
Human Resources Rotation Program — Internship (HRRP) 0
IT
IT Intern Program
MARKETING
Marketing Intern Program (MIP) 0
Dell Marketing L.P. 81 D�iLLTechnoiogies
We also have a number of volunteer opportunities for our programs (like Girls Who Game and Soar with
MENTOR)that we have worked with our university hiring team to recognize as important differentiators on
student resumes.
Dell Marketing L.P. 82 D�iLLTechnologies
Tab 9 - Required Documents
• Federal Funds Certifications
• Clean Air and Water Act&Debarment Notice
• Contractors Requirements
• Required Clauses for Federal Assistance by FTA
• Federal Required Signatures
• Antitrust Certification Statements Texas Government Code§2155.005
• State Notice Addendum
Please see requested documents beginning on the following page.
Dell Marketing L.P. 83 D�.LTechnoiogies
FEDERAL FUNDS CERTIFICATIONS
Participating Agencies may elect to use federal funds to purchase under the Master Agreement.
The following certifications and provisions may be required and apply when a Participating
Agency expends federal funds for any purchase resulting from this procurement process.
Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the
Participating Agency and the Participating Agency's subcontractors shall contain the
procurement provisions of Appendix II to Part 200, as applicable.
APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at$250,000, which
is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the
Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must
address administrative, contractual, or legal remedies in instances where contractors violate or
breach contract terms, and provide for such sanctions and penalties as appropriate.
• Pursuant to Federal Rule (A) above, when a Participating Agency expends federal
funds, the Participating Agency and Offeror reserves all rights and privileges under the
applicable laws and regulations with respect to this procurement in the event of breach
of contract by either party.
"'To the extent,terms are applicable and mandatory by law to the agreement between the District and Dell;Dell agrees"
(B)Termination for cause and for convenience by the grantee or subgrantee including the
manner by which it will be effected and the basis for settlement. (All contracts in excess of
$10,000)
• Pursuant to Federal Rule (B) above, when a Participating Agency expends federal
funds, the Participating Agency reserves the right to terminate any agreement in excess
of$10,000 resulting from this procurement process in the event of a breach or default of
the agreement by Offeror as detailed in the terms of the contract
"'To the extent,terms are applicable and mandatory by law to the agreement between the District and Dell;Dell agrees`"
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-
1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance
with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR
Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive
Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41
CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor."
• Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds
on any federally assisted construction contract, the equal opportunity clause is
incorporated by reference herein.
'Not applicable. Not a construction contract
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities
must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and
3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-Federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non- Federal entity must report all suspected or reported violations to
the Federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti-Kickback"Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-Federal entity must report all
suspected or reported violations to the Federal awarding agency.
• Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds
during the term of an award for all contracts and subgrants for construction or repair,
offeror will be in compliance with all applicable Davis-Bacon Act provisions
• Any Participating Agency will include any current and applicable prevailing wage
determination in each issued solicitation and provide Offeror with any required
documentation and/or forms that must be completed by Offeror to remain in compliance
the applicable Davis-Bacon Act provisions.
`Not Applicable
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable,
all contracts awarded by the non-Federal entity in excess of$100,000 that involve the
employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.
3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under
40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every
mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the
standard work week is permissible provided that the worker is compensated at a rate of not less
than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the
work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide
that no laborer or mechanic must be required to work in surroundings or under working
conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to
the purchases of supplies or materials or articles ordinarily available on the open market, or
contracts for transportation or transmission of intelligence.
• Pursuant to Federal Rule (E) above, when a Participating Agency expends federal
funds, offeror certifies that offeror will be in compliance with all applicable provisions of
the Contract Work Hours and Safety Standards Act during the term of an award for all
contracts by Participating Agency resulting from this procurement process.
'Not Applicable
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of"funding agreement' under 37 CFR§401.2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment or performance of experimental, developmental, or research
work under that"funding agreement,"the recipient or subrecipient must comply with the
requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and
any implementing regulations issued by the awarding agency.
• Pursuant to Federal Rule (F) above, when federal funds are expended by Participating
Agency, the offeror certifies that during the term of an award for all contracts by
Participating Agency resulting from this procurement process, the offeror agrees to
comply with all applicable requirements as referenced in Federal Rule (F) above
*Not Applicable
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33
U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000
must contain a provision that requires the non- Federal award to agree to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387).
Violations must be reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
• Pursuant to Federal Rule (G) above, when federal funds are expended by Participating
Agency, the offeror certifies that during the term of an award for all contracts by
Participating Agency member resulting from this procurement process, the offeror
agrees to comply with all applicable requirements as referenced in Federal Rule (G)
above **If the contract exceeds$100,000,Dell certifies compliance of the referenced clean air act.**
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2
CFR 180.220) must not be made to parties listed on the government wide exclusions in the
System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180
that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR
part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
• Pursuant to Federal Rule (H) above, when federal funds are expended by Participating
Agency, the offeror certifies that during the term of an award for all contracts by
Participating Agency resulting from this procurement process, the offeror certifies that
neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation by any federal department
or agency. If at any time during the term of an award the offeror or its principals
becomes debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation by any federal department or agency, the offeror
will notify the Participating Agency Dell Agrees
(1) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it
will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C.
1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the non-Federal award.
• Pursuant to Federal Rule (1) above, when federal funds are expended by Participating
Agency, the offeror certifies that during the term and after the awarded term of an award
for all contracts by Participating Agency resulting from this procurement process, the
offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-
Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
o No Federal appropriated funds have been paid or will be paid for on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of
congress, or an employee of a Member of Congress in connection with the
awarding of a Federal contract, the making of a Federal grant, the making of a
Federal loan, the entering into a cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of a Federal contract, grant,
loan, or cooperative agreement.
o If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of congress, or an
employee of a Member of Congress in connection with this Federal grant or
cooperative agreement, the undersigned shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its
instructions.
o The undersigned shall require that the language of this certification be included in
the award documents for all covered sub-awards exceeding $100,000 in Federal
funds at all appropriate tiers and all subrecipients shall certify and disclose
accordingly.
""If the contract exceeds$100,000,Dell certifies compliance of the referenced lobbying and disclosure laws to the extent possible—
RECORD RETENTION REQUIREMENTS FOR CONTRACTS
INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this
procurement process, offeror certifies that it will comply with the record retention requirements
detailed in 2 CFR § 200.334. The offeror further certifies that offeror will retain all records as
required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit
final expenditure reports or quarterly or annual financial reports, as applicable, and all other
pending matters are closed.
"To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell,Dell agrees."
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY
AND CONSERVATION ACT
When Participating Agency expends federal funds for any contract resulting from this
procurement process, offeror certifies that it will comply with the mandatory standards and
policies relating to energy efficiency which are contained in the state energy conservation plan
issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49
C.F.R. Part 18).
*Not Applicable
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad
Administration, or Federal Transit Administration funds, offeror certifies that its products comply
with all applicable provisions of the Buy America Act and agrees to provide such certification or
applicable waiver with respect to specific products to any Participating Agency upon request.
Participating Agencies will clearly identify whether Buy America Provisions apply in any issued
solicitation. Purchases made in accordance with the Buy America Act must still follow the
applicable procurement rules calling for free and open competition.
Not applicable to commercial IT Products
CERTIFICATION OF ACCESS TO RECORDS
Offeror agrees that the Inspector General of the Agency or any of their duly authorized
representatives shall have access to any non-financial documents, papers, or other records of
offeror that are pertinent to offeror's discharge of its obligations under the Contract for the
purpose of making audits, examinations, excerpts, and transcriptions. The right also includes
timely and reasonable access to offeror's personnel for the purpose of interview and discussion
relating to such documents. This right of access will last only as long as the records are
retained.
""To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell,Dell Agrees"
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the
foregoing terms and conditions.
Dell Agrees
CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE
Dell Agrees
By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance
with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970,
as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C.
1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part
15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting
violations to the grantor agency and to the United States Environment Protection Agency
Assistant Administrator for the Enforcement.
I hereby further certify that my company has not been debarred, suspended or otherwise
ineligible for participation in Federal Assistance programs under Executive Order 12549,
"Debarment and Suspension", as described in the Federal Register and Rules and Regulations.
CONTRACTOR REQUIRMENTS
Contractor Certification
Contractor's Employment Eligibility
By entering the contract, Contractor warrants compliance with the Federal Immigration and
Nationality Act (FINA), and all other federal and state immigration laws and regulations. The
Contractor further warrants that it is in compliance with the various state statues of the states it
is will operate this contract in.
Participating Government Entities including School Districts may request verification of
compliance from any Contractor or subcontractor performing work under this Contract. These
Entities reserve the right to confirm compliance in accordance with applicable laws.
Should the Participating Entities suspect or find that the Contractor or any of its subcontractors
are not in compliance, they may pursue any and all remedies allowed by law, including, but not
limited to: suspension of work, termination of the Contract for default, and suspension and/or
debarment of the Contractor. All costs necessary to verify compliance are the responsibility of
the Contractor.
The offeror complies and maintains compliance with the appropriate statutes which requires
compliance with federal immigration laws by State employers, State contractors and State
subcontractors in accordance with the E-Verify Employee Eligibility Verification Program.
Contractor shall comply with governing board policy of the NCPA Participating entities in which
work is being performed.
Fingerprint& Background Checks
If required to provide services on school district property at least five (5)times during a month,
contractor shall submit a full set of fingerprints to the school district if requested of each person
or employee who may provide such service. Alternately, the school district may fingerprint those
persons or employees. An exception to this requirement may be made as authorized in
Governing Board policy. The district shall conduct a fingerprint check in accordance with the
appropriate state and federal laws of all contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the district. Contractor, subcontractors,
vendors and their employees shall not provide services on school district properties until
authorized by the District.
The offeror shall comply with fingerprinting requirements in accordance with appropriate
statutes in the state in which the work is being performed unless otherwise exempted.
Contractor shall comply with governing board policy in the school district or Participating Entity
in which work is being performed.
Business Operations in Sudan, Iran
In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the
contractor does not have scrutinized business operations in Sudan and/or Iran.
Dell Agrees
REQUIRED CLAUSES FOR FEDERAL ASSISTANCE
PROVIDED BY FTA
ACCESS TO RECORDS AND REPORTS
Contractor agrees to:
a) Maintain all non-financial books, records, accounts and reports required under this
Contract for a period of not less than two (2)years after the date of termination or
expiration of this Contract or any extensions thereof except in the event of litigation
or settlement of claims arising from the performance of this Contract, in which case
Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT
Office of the Inspector General, the Comptroller General, or any of their duly
authorized representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto.
b) Permit any of the foregoing parties to inspect all non-financial work, materials, and
other data and records that pertain to the Project, and to audit the non-financial
books, records, and accounts that pertain to the Project and to reproduce by any
means whatsoever or to copy excerpts and transcriptions as reasonably needed
for the purpose of audit and examination. The right of access detailed in this
section continues only as long as the records are retained.
It will apply"to the extent determined by the FTA to be applicable to this particular contract based on the status of the grantee and the type of contract issued".
FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts.
CIVIL RIGHTS/TITLE VI REQUIREMENTS
Dell Agrees
1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as
amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of
1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. §
5332, Contractor or subcontractor agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed, national origin,
sex, marital status age, or disability. In addition, Contractor agrees to comply with
applicable Federal implementing regulations and other applicable implementing
requirements FTA may issue that are flowed to Contractor from Awarding
Participating Agency.
2) Equal Employment Opportunity. The following Equal Employment Opportunity
requirements apply to this Contract:
a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. §2000e, and Federal Transit Law at 49
U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal
Employment Opportunity requirements of U.S. Dept. of Labor regulations, "Office
of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor, 41 CFR, Parts 60 et seg., and with any applicable Federal
statutes, executive orders, regulations, and Federal policies that may affect
construction activities undertaken in the course of this Project. Contractor agrees
to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color,
creed, national origin, sex, marital status, or age. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation; and selection for training, including apprenticeship. In
addition, Contractor agrees to comply with any implementing requirements FTA
may issue that are flowed to Contractor from Awarding Participating Agency.
b. Acme. In accordance with the Age Discrimination in Employment Act(ADEA)of
1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment
Opportunity Commission (EEOC) implementing regulations, "Age Discrimination
in Employment Act", 29 CFR Part 1625, prohibit employment discrimination by
Contractor against individuals on the basis of age, including present and
prospective employees. In addition, Contractor agrees to comply with any
implementing requirements FTA may issue that are flowed to Contractor from
Awarding Participating Agency.
c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act
of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits
discrimination against qualified individuals with disabilities in programs, activities,
and services, and imposes specific requirements on public and private entities.
Contractor agrees that it will comply with the requirements of the Equal
Employment Opportunity Commission (EEOC), "Regulations to Implement the
Equal Employment Provisions of the Americans with Disabilities Act,"29 CFR,
Part 1630, pertaining to employment of persons with disabilities and with their
responsibilities under Titles I through V of the ADA in employment, public
services, public accommodations, telecommunications, and other provisions.
d. Segregated Facilities. Contractor certifies that their company does not and will
not maintain or provide for their employees any segregated facilities at any of
their establishments, and that they do not and will not permit their employees to
perform their services at any location under the Contractor's control where
segregated facilities are maintained. As used in this certification the term
"segregated facilities" means any waiting rooms, work areas, restrooms and
washrooms, restaurants and other eating areas, parking lots, drinking fountains,
recreation or entertainment areas, transportation, and housing facilities provided
for employees which are segregated by explicit directive or are in fact segregated
on the basis of race, color, religion or national origin because of habit, local
custom, or otherwise. Contractor agrees that a breach of this certification will be
a violation of this Civil Rights clause.
3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment.
In all solicitations, either by competitive bidding or negotiation, made by Contractor
for work to be performed under a subcontract, including procurements of materials or
leases of equipment, each potential subcontractor or supplier shall be notified by
Contractor of Contractor's obligations under this Contract and the regulations relative
to non-discrimination on the grounds of race, color, creed, sex, disability, age or
national origin.
4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the
non-discrimination provisions of this Contract, Public Agency shall impose such
Contract sanctions as it or the FTA may determine to be appropriate, including, but
not limited to: 1)Withholding of payments to Contractor under the Contract until
Contractor complies, and/or; 2) Cancellation, termination or suspension of the
Contract, in whole or in part.
Contractor agrees to include the requirements of this clause in each subcontract financed in whole
or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
DISADVANTAGED BUSINESS PARTICIPATION
Dell Agrees
This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
"Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs", therefore, it is the policy of the Department of Transportation (DOT)to
ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an
equal opportunity to receive and participate in the performance of DOT-assisted contracts.
1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate
on the basis of race, color, national origin, or sex in the performance of this Contract.
Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award
and administration of DOT-assisted contracts. Failure by Contractor to carry out
these requirements is a material breach of this Contract, which may result in the
termination of this Contract or other such remedy as public agency deems
appropriate. Each subcontract Contractor signs with a subcontractor must include
the assurance in this paragraph. (See 49 CFR 26.13(b)).
2) Prompt Payment. Contractor is required to pay each subcontractor performing Work
under this prime Contract for satisfactory performance of that work no later than
thirty(30) days after Contractor's receipt of payment for that Work from public
agency. In addition, Contractor is required to return any retainage payments to those
subcontractors within thirty (30)days after the subcontractor's work related to this
Contract is satisfactorily completed and any liens have been secured. Any delay or
postponement of payment from the above time frames may occur only for good
cause following written approval of public agency. This clause applies to both DBE
and non-DBE subcontractors. Contractor must promptly notify public agency
whenever a DBE subcontractor performing Work related to this Contract is
terminated or fails to complete its Work, and must make good faith efforts to engage
another DBE subcontractor to perform at least the same amount of work. Contractor
may not terminate any DBE subcontractor and perform that Work through its own
forces, or those of an affiliate, without prior written consent of public agency.
3) DBE Program. In connection with the performance of this Contract, Contractor will
cooperate with public agency in meeting its commitments and goals to ensure that
DBEs shall have the maximum practicable opportunity to compete for subcontract
work, regardless of whether a contract goal is set for this Contract. Contractor
agrees to use good faith efforts to carry out a policy in the award of its subcontracts,
agent agreements, and procurement contracts which will, to the fullest extent,
utilize DBEs consistent with the efficient performance of the Contract.
ENERGY CONSERVATION REQUIREMENTS
Contractor agrees to comply with mandatory standards and policies relating to energy efficiency
which are contained in the State energy conservation plans issued under the Energy Policy and
Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10.
Dell Agrees
FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, listed directly or by reference in the Contract between Public Agency and the FTA,
and those applicable regulatory and procedural updates that are communicated to Contractor by
Public Agency, as they may be amended or promulgated from time to time during the term of
this contract. Contractor's failure to so comply shall constitute a material breach of this Contract.
Dell Agrees
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
The provisions include, in part, certain Standard Terms and Conditions required by the U.S.
Department of Transportation (DOT), whether or not expressly set forth in the preceding
Contract provisions. All contractual provisions required by the DOT and applicable to the scope
of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as
set forth in the most current FTA Circular 4220.1 F, published February 81h, 2016, are hereby
incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated
terms shall be deemed to control in the event of a conflict with other provisions contained in this
Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act,
or refuse to comply with any reasonable public agency requests that would directly cause public
agency to be in violation of the FTA terms and conditions.
Dell Agrees
NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES
Agency and Contractor acknowledge and agree that, absent the Federal Government's express
written consent and notwithstanding any concurrence by the Federal Government in or approval
of the solicitation or award of the underlying Contract, the Federal Government is not a party to
this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or
any other party (whether or not a party to that contract) pertaining to any matter resulting from
the underlying Contract.
Contractor agrees to include the above clause in each subcontract financed in whole or in part
with federal assistance provided by the FTA. It is further agreed that the clause shall not be
modified, except to identify the subcontractor who will be subject to its provisions.
Dell Agrees
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,
as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies,"49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of
the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the
truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me
Dell Agrees
made, pertaining to the underlying Contract or the FTA assisted project for which this Contract
Work is being performed.
In addition to other penalties that may be applicable, Contractor further acknowledges that if it
makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems
appropriate.
Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1)on the Contractor,
to the extent the Federal Government deems appropriate.
Contractor agrees to include the above clauses in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clauses shall not be
modified, except to identify the subcontractor who will be subject to the provisions.
FEDERAL REQUIRED SIGNATURES
Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted
in the pages above. It is further acknowledged that offeror agrees to comply with all federal,
state, and local laws, rules, regulations and ordinances as applicable.
Offeror Dell Marketing L.P.
Address One Dell Way
City/State/Zip Round Rock, Texas 78682
Authorized Signature
Date 11 /16/2022
'To the best of my knowledge and belief.
ANTITRUST CERTIFICATION STATEMENTS
TEXAS GOVERNMENT CODE § 2155.005
1 affirm under penalty of perjury of the laws of the State of Texas that:
(1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company,
corporation, firm, partnership or individual (Company) listed below;
(2) In connection with this bid, neither I nor any representative of the Company has violated any
provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this bid, neither I nor any representative of the Company has violated any
federal antitrust law; and
(4) Neither I nor any representative of the Company has directly or indirectly communicated any
of the contents of this bid to a competitor of the Company or any other company, corporation,
firm, partnership or individual engaged in the same line of business as the Company.
Company Name Dell Marketing L.P.
Address One Dell Way
City/State/Zip Round Rock, Texas 78682
Telephone Number 512-720-7429
Fax Number n/a
Email Address stacey.skala@ del l.corn
Printed Name Stacey Skala
Title Proposal Manager
Authorized Signature � �
STATE NOTICE ADDENDUM
The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and
potential participants to include all county, city, special district, local government, school district,
private K-12 school, higher education institution, state, tribal government, other government
agency, healthcare organization, nonprofit organization and all other Public Agencies located
nationally in all fifty states, issues this Request for Proposal (RFP)to result in a national
contract.
For your reference, the links below include some, but not all, of the entities included in this
proposal:
http://www.usa.gov/Agencies/State and Territories.shtml
https://www.usa.gov/local-governments
Proposal Legal Notes
Proposal Legal Notes
Dell Technologies conducts operations through its subsidiaries and is the parent company to contracting
legal entities Dell Marketing L.P. and EMC Corporation.
The contents of this response, including all elements of proposed pricing, performance level agreements
and any referenced terms and conditions, apply only to direct purchases with Dell Technologies.
Terms &Conditions
This proposal will remain valid for 120 days from the date of submission of the proposal. Final pricing and
other legally binding contract terms must be agreed or confirmed between the parties.
Dell is submitting this proposal subject to the exceptions to the REQUEST FOR PROPOSAL(RFP) FOR
Technology Solutions, Products and Services, SOLICITATION NUMBER 45-22 (RFP)terms and
conditions included herewith. Dell welcomes the opportunity to negotiate its exceptions and the terms and
conditions to come to a mutually acceptable governing agreement with customer. Dell's submission of a
proposal does not indicate acceptance of those RFP terms and conditions identified in our exceptions.
If the RFP allows customer the discretion to reject a bid that takes exceptions to the RFP terms and
conditions, Dell requests the opportunity to review and discuss its exceptions with customer further.
Disclaimer
This proposal (and information contained herein) is provided to you for information purposes only. Dell
Technologies is not responsible for any errors or omissions relating to this proposal or that may occur as a
result of the passage of time. In addition, Dell Technologies may improve or change this presentation or
improve or change its products and service offerings from time to time, without updating this proposal.
Please contact your sales representative for updates or additional information.
Confidentiality
This proposal (and information contained herein) is Dell Technologies Confidential Information, and your
access and use are subject to and governed by the terms of your written nondisclosure agreement with
Dell Technologies. In the absence of an applicable,written nondisclosure agreement between you and
Dell Technologies, your access and use of this proposal (and information contained herein)shall be
limited as follows: you will maintain the confidentiality of the Dell Technologies Confidential Information
with at least the same degree of care that you use to protect your own confidential information, but no less
than a reasonable degree of care under the circumstances; you may use the Dell Technologies
Confidential Information only for the business transaction between you and Dell Technologies ("Purpose");
you may disclose Dell Technologies Confidential Information only to your employees who have a need to
know the information for the Purpose and are legally bound by similar nondisclosure terms; and you will
not disclose Dell Technologies Confidential Information to any other employee or to a third party.
Note
This information may be exempt from disclosure under open records and/or freedom of information act
(foia)statutes and regulations. Dell reserves all rights available to it under applicable law to appeal any
disclosure to a third-party accordingly.
Dell Marketing L.P. 99 D�iLLTechnologies
Proposal Legal Notes
Pricing Notes
Dell will provide the minimum discounts for the offers described in the Discount Category Matrix on Tab 7.
The discounts are applied to Dell's then current Manufacturer Suggested Retail Pricing (MSRP)and Dell
reserves the right to change the MSRP (which would also change the discounted selling price)at any time
to apply to future orders. Regardless of the Category in which they may be sold, Dell shall not be obligated
to provide any discounts with respect to APEX-branded products or offerings.
Dell maintains a Retail Price list online located at: http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf.
The Price List is updated weekly, is available for download from this site in lieu of hard copy distribution
and excludes promotional offers. Systems configured and discounted by your Dell's Sales
Representatives or through on-line stores and Premier Pages, are based upon then-current retail pricing
and exclude promotional offers.
Changes to retail prices are subject to Dell's discretion and generally take effect immediately, allowing us
to provide price decreases and to introduce new products without waiting for a formal price list to be
updated. Product Classifications and Categories may be changed by Dell without notice.
Where a Dell-branded product is comprised of both hardware and services, the resulting Discount Off List
percentage will reflect a blend of the contract discounts associated with the hardware and tied services
components of that product.
Where Dell sells third-party products on a"discount-off-list" basis and does not receive a list price from the
manufacturer, Dell assigns a list price. Prices for custom services are agreed to through a separate
Statement of Work and not included in the proposed prices herein. Where"discount off list", "cost plus", or
"cost minus"calculations are used to determine pricing, Dell's standard discount product category list,
product category or classification assignment for a particular product is subject to change by Dell and
could affect pricing of that product.
Pricing, if included, may be subject to change in the event of an industry wide material constraint or
shortages, including but not limited to memory, or other manufacturing materials or components, or due to
other factors beyond Dell Technologies' reasonable control. Products may be discontinued or revised
(including components thereto)at any time without notice. Should the initial proposed product(s) be
discontinued before the replacement product(s)reach price parity with initial product(s), Dell Technologies
reserves the right to re-negotiate pricing. For global proposals utilizing Dell Technologies'currency
exchange hedge rates, rates are updated quarterly and only valid for the current quarter from the proposal
submission date.
Dell Marketing L.P. 100 D�iLLTechnoiogies
Tab-Appendices
Tab - Appendices
Included on the following pages:
• Dell and the Environment
• Dell's Diversity and Equal Employment Opportunity Policy
• Dell Supplier Diversity Program
• Dell Premier for IT Procurement Overview
• Dell Limited Hardware Warranty
Dell Return Policy
Dell Financial Services
Dell Marketing L.P. 101 D�iLLTechnologies
Tab-Appendices
Appendix A - Dell and the Environment
Our Ability
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We help our customers minimize their environmental impact by delivering energy-
efficient products and easy, responsible electronics recycling.
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We also aim to reduce environmental impacts throughout the sustainability life cycle. This approach
means designing our products with the environment in mind,finding more eco-friendly ways to build and
ship them, and working to reduce our collective footprint.
Design
Designing with the environment in mind from the very start ensures all Dell products and services help
customers reduce their impact and meet their goals.
Environmental Design
Follow the Eco-label
You want eco-friendly products without sacrificing performance or reliability. Instead of one eco-friendly
product,we design all products with the environment in mind. We're committed to developing innovative
products and services that help you do more while minimizing your environmental impact.
All product design follows our Design for Environment specifications where we make choices that can
minimize impact at each stage of the product life cycle. Also, a large number of Dell products are
registered to ENERGY STAR and EPEAT eco-labels to make it easy for you to choose.
Build
Dell Marketing L.P. 102 /LLTeehnologies
Tab-Appendices
Building responsibly means our operations, and those of our supply chain, are committed to operating
sustainably. It's good for business and good for the planet.
Zero Waste
Climate Change
As a global citizen, Dell is committed to minimizing the impact that our operations, and those of our supply
chain, have on the planet and the communities we live and work in. We believe it's possible to succeed in
business without doing harm to the environment.
Central to this idea is the practice of using resources responsibly. With energy,water,forestry resources
and on the manufacturing floor, we avoid waste in all its forms and work with our supply chain to do the
same.We strive to recycle them back into usefulness or to obtain them from renewable and sustainable
sources.
Additionally, we recognize that climate change is real and we all have a role to play in transition to a lower-
carbon economy. Success is possible through a combination of global emissions reductions, efficiency
improvements and a transition to renewable energy sources. To these ends,we have committed to
measuring and reducing the impact of our own operations, including our supply chain, our own operations
and the impact of our products and services.
Ship
From renewable packaging to smarter shipping, Dell takes an innovative, strategic approach to efficiently
delivering products around the world every day.
Packaging protects products. Shipping gets them where they need to go. Reducing that impact requires a
strategic commitment to reducing waste by shrinking packaging, selecting renewable materials and
striving to make our packaging recyclable, so it doesn't become a customer's waste problem. It also
requires constant optimization of an expanding supply chain, always looking for the efficiencies that
reduce trips and cut emissions, all while ensuring customer products arrive safely and on time.
Use
Every day, customers are using Dell products and services to help them reduce their environmental
impact and achieve their sustainability goals.
Whether to mitigate risk, create new opportunities, reduce operating costs or improve their brand,
companies are looking to reduce their environmental footprint. Increasingly, our customers are realizing
that technology can be a major driver of this transformation.
But green IT—technology that itself leaves a smaller footprint—is not enough. We help our customers
look at IT for green technology that enables them to address their sustainability goals and take control of
their resources in a way that creates value. While better design will minimize environmental impact
throughout a product's life cycle, the true measure of technology's power is how our customers use it to
unleash new possibilities and change their world.
Recycle
Recycling is critical to helping drive sustainability, returning materials to usefulness.Around the globe,we
offer easy, responsible recycling options.
• Business Recycling
• Dell Reconnect
As technology is progressing quickly, e-waste is piling up in our offices and homes, or worse, our landfills.
According to the Environmental Protection Agency, over 200 million pieces of computer-related a-waste
are being generated annually. Yet, only approximately 18 percent is being recycled,which leaves over
150 million pieces of equipment in our landfills each year.
Dell Marketing L.P. 103 1�iLLTechnoIogies
Tab-Appendices
To help prevent the environmental impacts of e-waste, Dell provides multiple hassle-free options for
disposing your a-waste responsibly and keeping it out of our landfills either directly or through our
partnerships.
Dell's moonshot goal is that by 2030, for every product a customer buys, we will reuse or recycle an
equivalent product. 100%of our packaging materials will be sourced from recycled-content or renewable
materials. More than half of our product materials will be sourced from recycled-content or renewable
materials.
Dell Marketing L.P. 104 D�.LTechnoiogies
Tab-Appendices
Appendix B - Dell's Diversity and Equal Employment
Opportunity Policy
Diversity, inclusiveness and respect for all Dell employees form the basis of Dell's Winning Culture and
are essential to Dell's success. Dell values each individual's distinct contribution and leverages our
collective strengths to ensure that Dell remains the technology solutions company of choice for customers
around the world.
Dell is an Equal Opportunity Employer and Prohibits Discrimination and Harassment of Any Kind
Dell is committed to the principle of equal employment opportunity for all employees and to providing
employees with a work environment free of discrimination and harassment.All employment decisions at
Dell are based on business needs,job requirements and individual qualifications, without regard to race,
color, religion or belief, national, social or ethnic origin, sex(including pregnancy), age, physical, mental or
sensory disability, HIV status, sexual orientation, gender identity and/or expression, marital, civil union or
domestic partnership status, past or present military service,family medical history or genetic information,
family or parental status, or any other status protected by the laws or regulations in the locations where we
operate. Dell will not tolerate discrimination or harassment based on any of these characteristics.
Dell's Commitment to a Workplace Free of Discrimination and Harassment is Far Reaching
Dell's commitment to equal employment opportunity applies to all persons involved in the operation of
Dell's business and prohibits discrimination or unlawful harassment by or between any Dell employee,
including officers, supervisors and coworkers, or applicants for employment at Dell, or by or between any
Dell employee and any employee of Dell's customers, independent contractors, vendors or other strategic
partners.All employees are responsible for maintaining a work atmosphere free from discrimination and
unlawful harassment by treating others with dignity and respect.
Unlawful Harassment is Prohibited
Unlawful harassment can take several forms, including verbal, visual or physical conduct that creates an
offensive, hostile or intimidating work environment. Conduct that can contribute to unlawful harassment
includes, but is not limited to:
Verbal conduct such as epithets, derogatory jokes or comments, slurs or unwanted sexual
advances, invitations or comments
Visual conduct such as derogatory and/or sexually oriented posters, photography, cartoons,
drawings or gestures
Physical conduct such as assault, unwanted touching, blocking normal movement or interfering with
work because of sex, race or any other protected characteristic
Threats and demands for sexual favors as a condition of continued employment or to avoid some
other loss, and offers of employment benefits in return for sexual favors
Retaliation for having reported or threatened to report harassment
Dell Employees Are Encouraged to Report Discrimination, Harassment, Retaliation or the Threat of
Retaliation
Dell employees who witness or believe they have been subjected to discrimination, harassment, retaliation
or other inappropriate conduct are encouraged to report such conduct immediately in accordance with the
Raising/Resolving Issues and Concerns section of the Code of Conduct. This includes, but is not limited
to, contacting your manager, Human Resources representative,the Office of the Ombuds (if available),
the Global or Regional Ethics Office, or the Ethics Helpline at 1-888-888-9975. All such reports will be
investigated promptly and as confidentially as possible and appropriate corrective action will be taken. No
employee who makes good faith reports of discrimination, harassment or retaliation will be subjected to
reprisal or damage to their career, reputation or employment at Dell.
Dell Marketing L.P. 105 D�.LTechnoiogies
Tab-Appendices
Dell Strives to Reasonably Accommodate Its Employees
Dell provides equitable treatment and reasonable accommodations for employees and applicants in
accordance with federal, state and local laws. A reasonable accommodation for an employee with a
disability may include modification of policies and procedures, an adjusted work schedule, special
equipment or transportation, or other job modification to optimize the individual's job performance, if such
accommodation does not result in an undue hardship to Dell's business.
Individuals who desire a workplace accommodation under any applicable law may make a request for
such an accommodation, preferably in writing, to the individual's supervisor or Human Resources
representative.
Enforcement and Potential Discipline
Employees who violate this policy will be subject to disciplinary action, up to and including termination of
employment from Dell.
Revisions and Revocation
This policy in no way constitutes a contract between Dell and any employee and may be revised or
revoked at any time,with no advance notice.
For more information regarding Dell's Diversity& Equal Employment Opportunity Policy please visit:
http://www.dell.com/learn/ae/en/aecorpl/corp-comm/cr-equal-employment-opportunity
Dell Marketing L.P. 106 D�iLLTechnoiogies
Tab-Appendices
Appendix C - Dell Supplier Diversity Program
Mission
The mission of Dell Global Supplier Diversity is to deliver
superior supplier performance through highly-qualified minority, 7` i
women and small businesses to deliver technology solutions
that enable people everywhere to grow and thrive.As part of our
commitment to diversity, we source products and services from
women and other diverse business owners globally. We
measure our achievements in identifying and buying from those
businesses that are owned, operated, managed, and controlled
by women and others who are underrepresented. '
Action
Dell develops strategic, sustainable relationships with a very diverse group of qualified suppliers. Our
customers come from every nation, culture, and walk of life, and it's important that all aspects of our
business reflect that same diversity.
Why Supplier Diversity makes us Stronger
• It supports both Dell and customer corporate social responsibility, vision and goals
• It enables customers to satisfy federal, state and local diversity requirements
• It demonstrates a commitment to the communities in which we live and work
• It utilizes partnerships to capitalize on the demographic shift in minority populations
Suppliers
Diverse companies that meet Dell's procurement specifications and standards of excellence have an
opportunity to partner with Dell in delivering quality products and services to Dell and its customers. The
Billion Dollar Roundtable (BDR)recognizes corporations that have achieved spending of at least$1 billion
with minority and women-owned suppliers. In FY20, we started the Supplier Diversity Development
Program. Seven diverse suppliers participated in the FY20 program and paired with Supplier Diversity
Champions that served as mentors.
Our purpose is to drive diversity and inclusion within our supply chain by using prime, qualified and
capable suppliers.We evaluate and qualify suppliers based on their ability to meet best in class cost,
supply chain process, quality,technology, time to market, and service experience. Good faith efforts that
Dell leverages within our supplier diversity program include:
Sourcing suppliers with strong supplier diversity programs themselves
Including supplier diversity language in contractual agreements
Monitoring spend levels through reporting
Providing feedback and recommendations on our supplier partnership community
Culture
Dell has developed a Supplier Diversity Structure which includes the development of Diversity Teams,
Ambassadors and Champions. These diversity advocates engage and promote Supplier Diversity
concepts within each of their business space ensuring a widespread success. Each business function has
Dell Marketing L.P. 107 D,64 LTechnologies
Tab-Appendices
an associated Dell employee who acts as a champion on behalf of Dell and for customers. The Champion
is the liaison between the diversity team and the business function with a mission of driving diverse
spending and establishing diverse suppliers within their space.With this structure, Dell is able to extend
our reach to all business functions within our company and these champions play a critical role in the
success of our supplier diversity program.
The Global Ambassador Program
The objective of the Global Ambassador Program is to drive incremental growth of diverse spend beyond
the United States in support of customer requirements. Similar to the role of Diversity Teams and
Champions, Global Ambassadors' drive diverse spend outside of the U.S. and throughout supported
global regions. To date, Dell has eight Ambassadors representing China, India, Central and Latin America,
the United Kingdom, Australia, and Canada. These Ambassadors serve on advisory boards, encourage
certification through global partners, and champion Dell's supplier diversity efforts globally.
Affiliations
Dell participates with the following diversity organizations in support of growth and development of small,
minority and women-owned suppliers:
National Minority Supplier Development Council (NMSDC)
Southwest Minority Supplier Development Council (SMSDC)
• Women's Business Enterprise National Council (WBENC)
• Women's Business Council Southwest(WBCS)
• Small Business Administration (SBA)
• National Veteran Business Development Council (NVBDC)
• National LGBT Chamber of Commerce(NGLCC)
• Disability:IN
• WEConnect International
• Minority Supplier Development China (MSD)
• Broad-based Black Economic Empowerment(South Africa)
Outreach
As part of our outreach program, Dell has a Supplier Diversity website which allows diverse suppliers to
provide information about their company to us. This is uploaded to an online database which our
purchasing organization can access to identify diverse suppliers with RFQ/RFI opportunities. The link for
this website is Supplier Diversity Registration Survey(smartsheet.com)
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Appendix D - Dell Premier for IT Procurement Overview
At Dell Technologies, we have always been at the forefront of technology. We have a strong and vast
portfolio of products, expertise, and services. Over the past few years, however,the technology world as
we know it has changed. We're living in the data era—a time where customers want to shop, learn and
purchase products with just a few clicks.They expect their technology to know what they need before they
know they need it. The vision to be the most essential technology company for the data era focuses our
goals on how all our customers—from consumer to enterprise—buy for the better through our online
platform.
Dell Premier helps you save time and money, by shopping for your Dell products and solutions on a
tailored site that streamlines purchasing and offers greater autonomy and control over your procurement
ecosystem. The customization options for your Dell Premier portal page, enables you to fulfill your
business needs throughout all phases of IT product ownership.
Using Dell Premier, you can:
• Shop a complete line of fully customizable business-class products, software &accessories.
• Set company-wide standards for product configurations, custom services and shipping options and
purchase at your organization's negotiated rate.
• Prepare and save system configurations as an eQuote for repeat or future purchase at a later date.
• Retrieve and purchase sales-created quotes
• Purchase parts and upgrades for your existing hardware
• Retrieve detailed invoice, open order and purchase history reports or build your own report.
• Manage what users can see and do with defined access groups and user roles.
• Access your personalized Account page to manage your day-to-day account needs, like your
address book, user access levels, reporting, and more. Orders that are placed via Dell Premier
write frictionless to Dell's order management system,which means our customers typically receive
their orders quicker and with less errors.
• You can also use the Dell Premier local online or global platform to integrate into your existing ERP
or ITSM system.
In short, Dell Premier makes the whole process of doing business with Dell easier and more cost-efficient.
Product Catalog Offerings
Dell Premier offers a number of product catalogs (including a custom catalog option)that will provide you
access to systems, software and peripherals products at your negotiated pricing.
Systems Catalog: This catalog offers the user access to Dell's entire line of products.
• Software& Peripherals Catalog: This catalog offers the user access to thousands of accessories,
software titles, parts, and upgrades.
Standard Configurations: This catalog offers systems and/or software& peripherals that can be
customized to show only the customer's agreed upon products at negotiated pricing.
Both Systems catalog and standard configurations give you access to
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Dell Smart Selection (Stocked): From your Premier page, you can easily order pre-
configured systems by Dell experts based on customer insights. With Smart Selection, you
get Dell's most popular business PCs with a simplified ordering process, accelerated delivery,
and optional configuration services. Smart Selection systems are in stock and ready to ship.
Custom Build (Non-stocked): From your Premier page, you can easily order alternative
configurations that meet your needs.
eQuotes
Shopping carts can be saved as eQuotes by any shopper and forwarded to an authorized buyer for
review. With e-quote functionality:
• End users configure and price their own systems
• Managers or authorized buyers receive e-mail notification of saved e-quotes for review and
approval
Time-consuming double-entry of order information and costly errors are reduced
• Purchasing bottlenecks are diminished,while spending controls stay in place
You can easily access and purchase eQuotes as well as Sales Quotes via your Dell Premier Page.
eQuotes can be modified online prior to purchase. Sales Quotes are generated by a Dell Sales
Representative and can be retrieved and purchased through Dell Premier. However, any modifications
require Dell Sales Support.
Turn sales quotes into orders quickly and easily.
You can easily retrieve the quotes provided by your Dell Technologies account team, in addition to quotes
that you create online, all on your secure Dell Premier portal.
Get your orders underway online 24/7, leverage self-service to order your quotes, track all your Dell orders
and even download your packing slips or invoices.
Secure Online Ordering
Secure online orders can be placed at any time through an intuitive, streamlined checkout process.
Real time Order Tracking
When placing an order via Dell Premier, automated email notifications keep you informed of your Dell
order status.
At any time, you can access the Online Order Status tool to check the status of your order and view a
variety of options relating to current and past Dell purchases (up to two years). You can track orders
placed via your Dell Premier page or via your Dell account team.
Reporting
Dell Premier provides easy access to comprehensive, up-to-date, and customizable data regarding all
your Dell transactions. Its sophisticated reporting functionality is designed to help you to plan your
purchasing, verify your payments, and manage your assets--all at the click of a mouse. Flexible options
allow you to search and sort the information so it's most useful to you.
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Security and User Access
Custom-defined access roles support your approval process and control unapproved buying. Dell Premier
enables customization of what users can do and see. An employee's access is limited to the information
and tools that they need, and the designated administrator in your organization can modify the access role
of a user as needed.
Your account team Information
Dell Premier enables easy access to the right Dell contacts. Whenever you want to inquire about products
or check prices or an order, your Dell Account Team representative is always standing by to take your call.
Premier Notifications Center
Our messaging center provides you with relevant and timely updates regarding your Dell Premier
experience.
• Get automatic notifications about:
• standard configurations
• order processing updates and delivery status
• eQuote status changes
• your Dell account team
• Premier news including latest features
ImageWatch
You can sign up for Dell's ImageWatch service(NDA required) in Dell Premier to view information about
technology changes. It provides a 6-months outlook on: Ready To Ship & End Of Marketing Life, for
platforms, hardware and software.
ImageWatch service can help you prepare a proactive procurement plan that incorporates future
technology changes and minimizes their impact.
Benefits:
Proactive planning of product changes&transitions.
• Global Standard Platforms(GSP)and their regional availability.
• Ability to create and share product configurations between your company and your account teams.
• Monitor&receive change notifications via dashboard views and on-demand e-mail alerts
Accessibility
Dell Technologies is committed to ensuring digital accessibility for people with disabilities.We are
continually improving the user experience for everyone and applying the relevant accessibility standards.
The commitment of Dell to diversity and to provide the best customer experience helps us to remain
competitive in the marketplace. In Dell's ongoing efforts to strive for accessibility, Dell is committed to the
principles and goals of the World Wide Web Consortium's Web Content Accessibility Guidelines (WCAG).
Dell works toward the goal of meeting the Level AA criteria as set forth in the guideline.
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Support
The Dell support site provides fast, flexible access to a comprehensive array of technical support
resources. Designed for support technicians, helpdesk specialists, system engineers and IT managers,
Premier Support provides fast access to the knowledge and solutions you need to help you efficiently.
Double Down on Dell Premier
We've got advanced solutions for your complex business needs.
Are you a global customer? Make Dell Premier your one-stop-shop across global operations. Dell Premier
offer a sophisticated answer for large-scale technology procurement. Customers with global operations
can take advantage of a secure, personalized purchasing and support site that ensures efficient global
purchase operations. Learn More
Using an ERP System? Set up integration with Dell Premier. Seamlessly integrate your existing ERP
system with Premier from catalog to checkout to delivery—eliminating errors and redundancy—with zero
downtime!You can utilize your existing procurement system and leverage the features of Dell Premier
when procuring IT such as detailed reporting, customizable solutions and centralized purchasing. Learn
More
Already using ITSM (IT Service Management)Software? Invest in decentralizing your purchasing process
to make your workflow more efficient. With Dell API technology, you can extend the familiar benefits of
your existing ITSM system—including ServiceNow and Remedy-to the Dell Premier purchasing
environment. Free up your procurement team's time to focus on strategic initiatives. Learn More
Maximizing your return on investment(ROI)and Economic Impact with Dell Premier
Modernizing IT procurement saves time and money while improving employee
productivity.
According to the latest Forrester study, the four-year financial analysis based on the customer interviews
and survey found that a composite organization experiences benefits of$1.76 million over 4 years vs
costs of$444,0000, adding up to a net present value (NPV)of$1.32 million and an ROI of 297%. The
research reveals that customers who use Dell Premier are able to get payback for their efforts in less than
6 months and able to enjoy:
1) A reduced 15% procurement team effort associated with IT hardware purchasing.
2) 1875 hours saved in time spent on device configuration annually.
3) And reduced purchase cost of$68 per device due to product standardization.
Read the study and examine the potential return on investment(ROI)your company may realize by
transforming IT procurement with Premier.
What can Dell Premier save your organization?
Create a personalized assessment and business case estimating the savings that Dell Premier can
provide for your organization.
Customer Stories
UK Charity Versus Arthritis had an immediate need for a self-service portal in 2020.Versus Arthritis sent
all 400 employees home to work when the COVID-19 Iockdown was announced in March 2020. While the
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charity already had flexible working arrangements in place, staff required additional technology to ensure
the effectiveness and connectivity of their home office arrangements. Versus Arthritis needed to enable
staff to order equipment direct to their homes rather than to its closed offices.
The Dell Technologies account team consulted internal e-commerce experts and proposed a customized
version of Dell Premier Procurement Portal. This solution is used by internal IT or procurement teams to
order products from the Dell Technologies online catalogue. On the first day of operation the IT team
checked and approved nearly 70 orders. In most cases equipment was delivered in 48-72 hours,
compared with the 8-9 days it could have taken if bulk orders had been delivered to the head office and
redirected to peoples' homes.
• Versus Arthritis-Work From Anywhere with Dell Premier
Dell Premier was essential in helping Arkema migrate its global e-procurement platform—this meant
transferring all the integrated systems for its global suppliers.Arkema chose Dell Premier Procurement
Integration and Dell Premier Global Procurement to modernize their online platform. This resulted to a
quick and effective migration of their global procurement platform in 6 months and 95%of their IT
purchases being automated. This particular customer was very happy with the work of the Dell Premier
team. While some providers tend to wait and see how things turn out in this kind of project, the Dell
Premier team was proactive, anticipating our needs and meeting all deadlines.
• Arkema - Procurement Integration
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Dell Premier Page at a glance:
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Dell Marketing L.P. 114 NXLTechnologies
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Standard Configurations Laptops&2-in-1 Desktops&All-in-Ones Workstations
i
Servers,Storage& Dell Monitors&Projectors Accessories&Monitors Software
Networking
ADAPTIVE TECHNOLOGY
Grow and transform your
network
Easily expand your capacity with uncomplicated
and versatile virtualized storage.
Learn More
Dell Marketing L.P. 115 D�.LTechnologies
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Appendix E - Dell Limited Hardware Warranty
Limited hardware warranties
Dell-branded hardware products purchased in the U.S. or Canada may come with a 90-day, 1-year, 2-
year, 3-year,4-year, 5-year or other limited hardware warranty. Dell may offer different delivery methods
for warranty service, including but not limited to parts and product dispatches, mail-in service and
onsite/in-home service. Renewals and extensions of your limited hardware warranty may also be available
after you purchase your product(s). To determine the warranty that came with your hardware product(s),
or the warranty renewal or extension that you purchased, see your packing slip, invoice, receipt or other
sales documentation. Some components of the hardware you purchased may have a shorter warranty
than that listed on your packing slip, invoice, receipt or other sales documentation.Additional details
related to warranty duration are listed below.
What is covered by this limited hardware warranty?
What is not covered by this limited hardware warranty?
How long does this limited hardware warranty last?
Important Notice Relating to Third Party Product
What do I do if I need warranty service?
What will Dell do?
What if I purchased a service contract?
May I transfer the limited hardware warranty?
Dell Printer Consumables Limited Warranties
Limited Lifetime Warranty for Dell-branded tape media
What is covered by this limited hardware warranty?
This limited hardware warranty covers defects in materials and workmanship in your Dell-branded
hardware products, including Dell-branded peripheral products.
What is not covered by this limited hardware warranty?
This limited hardware warranty does not cover:
• Software, including without limitation, the operating system and software added to the Dell-
branded hardware products through our factory-integration system, third-party software or the
reloading of software
• Non Dell-branded products and accessories
• Problems that result, directly or indirectly, from:
• External causes such as accident, abuse, misuse or problems with electrical power.
• Servicing not authorized by Dell.
• Usage that is not in accordance with product instructions.
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• Failure to follow the product instructions or failure to perform preventive maintenance.
• Using accessories, parts or components not supplied by Dell.
• Commercial hardware products that use, or in which have been installed, products or components
that have not been provided by Dell.
• Products with missing or altered service tags or serial numbers
• Products for which Dell has not received payment
• Normal wear and tear
FOR COMMERCIAL CUSTOMERS(INCLUDING SMALL,MEDIUM AND LARGE BUSINESS AND
GOVERNMENT AND PUBLIC SECTOR CUSTOMERS)AND RESELLERS.This paragraph applies if
you purchase Dell products for resale or for commercial or professional purposes. DELL'S
RESPONSIBILITY FOR DEFECTS IN MATERIALS OR WORKMANSHIP IS LIMITED TO REPAIR OR
REPLACEMENT OF THE PRODUCT AS SET FORTH IN THIS WARRANTY STATEMENT. EXCEPT
FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE FOR DELL-BRANDED PRODUCTS,
DELL PROVIDES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY WARRANTY OR CONDITION (1)OF MERCHANTABILITY, MERCHANTABLE
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR
NONINFRINGEMENT; (2) RELATING TO ANY THIRD-PARTY PRODUCT OR SOFTWARE; OR(3)
REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCT OR SOFTWARE. DELL
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS LIMITED
WARRANTY. THIS LIMITED HARDWARE WARRANTY MAY BE VOIDED BY DELL,AT DELL'S SOLE
DISCRETION, IF THIRD PARTY PRODUCTS THAT WERE NOT PROVIDED BY DELL ARE INSTALLED
ON YOUR DELL SYSTEM.
FOR CONSUMERS.This section applies if you purchase Dell products that are normally used for
personal, family or household purposes.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER
RIGHTS, WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE OR
JURISDICTION TO JURISDICTION.
DELL'S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED
TO REPAIR OR REPLACEMENT AS SET FORTH IN THIS WARRANTY STATEMENT.
FOR ANY INCIDENT COVERED BY THIS DELL LIMITED HARDWARE WARRANTY, YOU MUST
USE DELL-PROVIDED PARTS AND PRODUCTS, WHICH DELL WILL PROVIDE TO YOU FOR
NO ADDITIONAL CHARGE.
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TO THE EXTENT NOT PROHIBITED BY LAW IN YOUR STATE, PROVINCE, JURISDICTION OR
COUNTRY, THIS WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL,
WRITTEN, STATUTORY, EXPRESS OR IMPLIED.
EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS WARRANTY STATEMENT
AND TO THE EXTENT NOT PROHIBITED BY LAW, DELL DISCLAIMS ALL OTHER
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABLE
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AND
CONDITIONS AGAINST HIDDEN OR LATENT DEFECTS. SOME STATES, PROVINCES,
JURISDICTIONS OR COUNTRIES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES
AND CONDITIONS, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
TO THE EXTENT SUCH WARRANTIES AND CONDITIONS CANNOT BE DISCLAIMED UNDER
THE LAWS OF THE UNITED STATES, CANADA(AND ITS PROVINCES) OR OTHERWISE,
DELL LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES AND CONDITIONS TO
THE DURATION OF THIS EXPRESS LIMITED WARRANTY (AS REFLECTED ON YOUR
PACKING SLIP, INVOICE, RECEIPT OR OTHER SALES DOCUMENTATION)AND, AT DELL'S
OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED BELOW. SOME STATES,
PROVINCES, JURISDICTIONS OR COUNTRIES MAY NOT ALLOW LIMITATIONS ON HOW
LONG AN IMPLIED WARRANTY OR CONDITION MAY LAST, SO THE LIMITATION DESCRIBED
ABOVE MAY NOT APPLY TO YOU.
NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER
THE LIMITED WARRANTY PERIOD HAS EXPIRED. SOME STATES, PROVINCES,
JURISDICTIONS OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.
WARRANTY SUPPORT ONLY APPLIES WHEN THE COVERED PRODUCT IS LOCATED
WITHIN THE COUNTRY IN WHICH DELL ORIGINALLY SOLD THE SYSTEM, AS REFLECTED
IN DELL'S RECORDS. IF YOU NEED SUPPORT FOR THE PRODUCT OUTSIDE OF THE
COUNTRY OF ORIGIN (FOR EXAMPLE, WHILE TRAVELING, OR IF THE SYSTEM HAS BEEN
RELOCATED TO A NEW COUNTRY), THEN DELL MAY OFFER YOU OTHER SUPPORT
OPTIONS FOR AN ADDITIONAL CHARGE.
ADDITIONAL TERMS FOR U.S.CONSUMERS. IF YOU CANCEL ANY RENEWED, EXTENDED
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OR ENHANCED WARRANTY WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS WARRANTY,
YOU WILL RECEIVE A FULL REFUND IF NO CLAIMS HAVE BEEN MADE AGAINST THE
WARRANTY. IF ANY CLAIM HAS BEEN MADE AGAINST THE WARRANTY, THEN YOU WILL
RECEIVE A PRO-RATA REFUND BASED ON THE RETAIL VALUE OF ANY SERVICE
PERFORMED. IF YOU CANCEL THIS WARRANTY AFTER THIRTY (30) DAYS OF YOUR
RECEIPT OF THIS WARRANTY, YOU ARE ENTITLED TO A PRO-RATA REFUND AS
FOLLOWS: REFUND = THE TOTAL PRICE MINUS THE FOLLOWING: (A)THE VALUE
ATTRIBUTABLE TO THE PORTION OF THE RENEWED, EXTENDED OR ENHANCED
WARRANTY ALREADY USED (CALCULATED BASED ON THE PERCENTAGE OF DAYS OF
THE RENEWED, EXTENDED, OR ENHANCED TERM THAT ALREADY HAVE BEEN USED
PRIOR TO OUR RECEIVING NOTICE OF YOUR CANCELLATION); (B) 0.1 MULTIPLIED BY THE
TOTAL PRICE; AND (C)THE COST OF ANY REPAIR OR REPLACEMENT PROVIDED TO YOU
BEFORE CANCELLATION.
FOR ALL CUSTOMERS.WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR
IN THIS LIMITED HARDWARE WARRANTY,AND WE DO NOT ACCEPT LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR THIRD-PARTY CLAIMS AGAINST YOU FOR
DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST OR DAMAGED
DATA OR SOFTWARE. DELL DOES NOT WARRANT THAT THE OPERATION OF ANY DELL
PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. OUR LIABILITY WILL BE NO MORE THAN
THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS
IS THE MAXIMUM AMOUNT FOR WHICH WE ARE RESPONSIBLE.
SOME STATES,PROVINCES,JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THE
ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
How long does this limited hardware warranty last?
This limited hardware warranty lasts for the time period indicated on your packing slip, invoice or receipt
except for the following Dell-branded hardware:
• All variants of ioDrive®NAND Flash devices carry the length of the limited hardware warranty
coverage for the Dell system with which the ioDrive NAND Flash device is shipped. ioDrive
NAND Flash devices are not eligible for purchase of extended warranty coverage beyond a total
of 5 years of coverage from the original shipment date.Additionally, ioDrive NAND Flash
devices use a silicon technology that has a maximum number of physical bytes that can be
written to the device(the Rated Life). The applicable limited hardware warranty covers failures
due to defects in workmanship and/or materials, but does not cover problems related to the
device reaching its maximum Rated Life. ioDrive is a registered trademark of Fusion-io.
• As part of standard portable configuration, batteries carry a base 1-year limited hardware warranty
regardless of the length of the system warranty. In addition, for some products, a customer has
the option of purchasing a battery that comes with a 3-year limited hardware warranty.
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• The warranty for a print head that is included as original equipment in the Dell mobile printer is for
parts only and is effective for a period of 1-year after the date of purchase of the printer or 1000
prints of printer usage, whichever occurs first.
• Your series 5, 6 or 7 PowerEdgeTm RAID Controller(PERC) battery may provide up to 72 hours of
controller cache memory backup power when new. Under the 1-year limited hardware warranty,
we warrant that the battery will provide at least 24 hours of backup coverage during the 1-year
limited hardware warranty period. Service offerings, such as Dell ProSupport Tm, Dell ProSupport
Plus and Dell ProSupport Flex services, may be available to provide longer service periods for
an additional fee.
• Your Series 8/9 PERC controller battery comes with a 3-year limited hardware warranty,which
cannot be extended beyond 3 years. Service offerings, such as Dell ProSupport TM, Dell
ProSupport Plus and Dell ProSupport Flex services, may be available to provide longer service
periods for an additional fee.
• Projector lamps carry a 1 year limited hardware warranty.
• Dell-certified and Dell-branded memory purchased separately from a Dell system (Dell-certified
memory)carries a lifetime limited hardware warranty.
• The limited hardware warranty for monitors purchased independent of a system lasts for the time
period indicated on your packing slip, invoice, receipt or other sales documentation. Monitors
purchased with a system are covered by the system limited hardware warranty.
• The limited hardware warranty for a Dell external hard disk drive purchased simultaneously with a
laptop, desktop, tablet or thin client PC lasts for the longer of(a)2 years; or(b)the duration of
the system's limited hardware warranty.
• Earphones and remote in-line controls carry a 1-year limited hardware warranty.
• Other add-on hardware carries longer hardware warranty of either a 1-year limited hardware
warranty for new parts and a 90-day limited hardware warranty for reconditioned parts or, for
both new and reconditioned parts, the remainder of the warranty for the Dell product on which
such parts are installed.
• Serial ATA(SATA) hard drives in PowerEdge and PowerVaultTM systems carry a 1-year limited
hardware warranty, independent of system warranty. Service offerings, such as Dell
ProSupport TM, Dell ProSupport Plus and Dell ProSupport Flex services may be available to
provide longer service periods for the SATA hard drive for an additional fee.
• Select PowerConnectTM products: the PowerConnect 2800 series, the PowerConnect 3500
series, the PowerConnect 5500 series, the PowerConnect 6200 series,the PowerConnect 7000
series, the PowerConnect 8000 series and the PowerConnect 8100 series and select Dell
Networking products: Dell Networking X1000 and X4000 series;the N1000, N2000,
N3000 and N4000 series and the S3100 series are covered by the lifetime limited hardware
warranty. These products carry a lifetime limited hardware warranty with Basic Hardware
Service(repair or replacement)for as long as you own the product. Repair or replacement
support for any Dell Networking product with limited lifetime warranty does not include
configuration or configuration assistance, or other advanced service and support provided by
Dell ProSupport Services. The warranty does not apply to products purchased before first
announcement in Spring 2011. Dates vary by region. Contact customer service to verify if your
product qualifies. See dell.com/LifetimeWarranty for more details.
• Select PowerConnect products carry an Extended Life Limited Hardware Warranty with Basic
Hardware Service,which extends until 5 years after end of product model sales, subject to the
specific clarifications and limitations listed below. The Extended Life Limited Hardware Warranty
does not include configuration or other advanced service provided by Dell ProSupport TM. The
Extended Life Limited Hardware Warranty is not transferrable.
Clarifications and limitations pertaining to products with Extended Life Limited Hardware
Warranty
• B-Series FCX/FCXs—Internal power supply and fans are covered; however,warranty
excludes removable optics and LEDs.
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•J-Series EX4200—Warranty does not include optics and limits fan and power supply to 5
years from date of purchase.
•W-Series Access Points:W-AP92/93/93H, W-IAP92/93, W-AP104/105, W-IAP105, W-
AP124/125, W-AP134/135, W-IAP134/135—Warranty limits any power supply, antennae or
accessories to 1 year from date of purchase.
• Enterprise SATA value/mix use solid-state drives (SSDs), enterprise SATA read intensive SSDs
and slim SATA SSDs are not eligible for purchase of extended warranty coverage beyond 3
years, unless purchased with a separate service offering, such as Dell ProSupportTM, Dell
ProSupport Plus or Dell ProSupport Flex services, which may be available to provide longer
service periods for an additional fee.
• Dell power distribution units (PDUs)and keyboard/monitor/mouse consoles (KMMs) purchased
independent of a system carry a 1-year limited hardware warranty. Dell PDUs and KMMs
purchased with a system are covered by the greater of 3 years or the term of the system limited
hardware warranty.
• All variants of PowerEdge Express Flash PCI Express (PCIe)SSD devices carry the length of the
limited hardware warranty coverage for the Dell system with which the PowerEdge Express
Flash PCIe SSD device is shipped. PowerEdge Express Flash PCIe SSD devices are not
eligible for purchase of extended warranty coverage beyond a total of 5 years of coverage from
the original shipment date unless purchased with a separate service offering, such as Dell
ProSupportTA4, Dell ProSupport Plus or Dell ProSupport Flex services.Additionally, PowerEdge
Express Flash PCIe SSD devices use a silicon technology that has a maximum number of
physical bytes that can be written to the device (the Device Life). The applicable limited
hardware warranty covers failures due to defects in workmanship and/or materials, but does not
cover problems related to the device reaching its maximum Device Life.
• Except for SAS solid-state drives (SSDs) used in PS Series and SC Series products, enterprise
SATA, SAS and NVMe SSDs are not eligible for purchase of extended warranty coverage
beyond 3 years from the original shipment date, unless purchased with a separate service
offering, such as Dell ProSupportTM, Dell ProSupport Plus or Dell ProSupport Flex services,
which may be available to provide longer service periods for an additional fee.All such devices
have a maximum number of physical bytes that can be written to the device (the Device Life).
The applicable limited hardware warranty covers failures due to defects in workmanship and/or
materials, but does not cover problems related to the device reaching its maximum Device Life.
The limited hardware warranty on all Dell-branded products purchased directly from Dell begins on the
date of the packing slip, invoice, receipt or other sales documentation. For products purchased from third-
party retailers or resellers, the limited hardware warranty begins on the date of your original sales receipt.
The warranty period is not extended if we repair or replace a warranted product or any parts. Dell may
change the availability of limited hardware warranties, at its discretion, but any changes will not be
retroactive.
Important Notice Relating to Third Party Product
Dell cannot guarantee the authenticity of the products, limited warranties, service or support, or the
accuracy of the listings of products you purchase from a third party. In some cases, such as with battery
packs and power adapters, use of third party product may pose an increased risk of reliability or safety
issues, including increased risk of fire or explosion. This limited hardware warranty does not cover issues
caused by installation or use in a Dell system of any third party product that was not provided by Dell. For
Commercial customers, this limited hardware warranty may be voided by Dell, at Dell's sole discretion, if
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you install or use in a Dell system any third party product that was not provided by Dell.
What do I do if I need warranty service?
Before contacting Dell, please try one or more of the following:
1. Ensure that you have installed any updates or resolved any issues identified by the monitoring,
diagnostic, and proactive support tools such as Dell SupportAssist that are installed on your
product. Dell SupportAssist may also be available for download onto your product if it is not
already installed.Visit dell.com/supportassist for download files and resources;
2. Access dell.com/support for troubleshooting advice and directions on running hardware
diagnostics; and
3. Consult your Owner's Manual.
If you need additional assistance, then, before the warranty expires, please use one of the following
support options to contact Dell or our authorized representatives:
1. Online: Online, chat and other forms of remote support may be available. Contact information is
available at dell.com/support
2. Telephone support requests: Contact information is included in the table below. Long distance
telephone carrier charges may apply.
Please also have your Dell Service Tag or order number available when you contact Dell.
If you purchased through a retailer(not directly from Dell), you may be required to provide Dell with your
original sales receipt from your purchase to receive any warranty service from Dell.
If you purchased through Best Buy, you must have all original sales receipts from your purchase to
receive any warranty service at a Best Buy store. For Canada, if you purchased through Future Shop, you
must have all original sales receipts from your purchase to receive any warranty service at a Future Shop
store.
Contact Web
Web
Support
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Contact Phone(U.S. Only) Service Desk
(U.S. Only)
Individual Home U.S. Only
Consumers:
Hardware Warranty 1-800-624-9896
Support
Customer Service 1-800-624-9897
Best Buy Customers Carry your Dell notebook, Dell desktop or Dell monitor
purchased with a Dell desktop into any Best Buy store.
Visit bestbuv.com to locate the nearest Best Buy store.
Wireless Service 1-800-308-3355
Provider
Your wireless service provider may also be able to provide
hardware warranty service on your Dell smartphone or
tablet.
Individual Home Consumers who purchased through an Employee Purchase Program:
Hardware Warranty 1-800-822-8965
Support and
Customer Service
Home and Home Office Customers:
Hardware Warranty 1-800-456-3355
Support and
Customer Service
Small, Medium, Large or Global Commercial Customers, Healthcare Customers and Value-Added
Resellers (VARs):
Support and 1-800-822-8965
Customer Service
Government and Education Customers:
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Support and 1-800-234-1490
Customer Service
Dell-Certified Memory 1-800-BUY-DELL
AlienwareTM
Hardware Warranty 1-800-ALIENWARE
Support and
Customer Service
Contact Phone(Canada Only)
Individual Home Consumers, 1-800-847-4096
Home-Office:
All Business, Government, 1-800-387-5757
Education Customers and
Value-Added Resellers
(VARs):
Best Buy Customers Carry your Dell notebook, Dell desktop or Dell monitor purchased with a
Dell desktop into any Best Buy store.Visit bestbuy.ca to locate the
nearest Best Buy store.
Future Shop Customers Carry your Dell notebook, Dell desktop or Dell monitor purchased with a
Dell desktop into any Future Shop store. Visit futureshop.ca to locate
the nearest Future Shop store.
What will Dell do?
Upon contacting Dell, you will be required to engage in a remote diagnosis session to help determine the
cause of your issue. Remote diagnosis may involve customer access to the inside of the product and
multiple or extended sessions. If Dell determines that your issue is the result of a defect in materials or
workmanship but the issue is not able to be resolved remotely, Dell, at its sole discretion, may dispatch a
replacement part to you, arrange for you to send your product or defective part back to Dell's repair depot
or replace the part or product with a comparable part or product that may be new or refurbished. If the Dell
Limited Hardware Warranty for your product includes onsite/in-home warranty service,then Dell may also
elect to dispatch a service technician to your location to perform the repair or replacement(see Important
Information about Onsite/In-Home Warranty Service After Remote Diagnosis below).
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If your limited hardware warranty has expired or if we determine that the problem is not covered under this
limited hardware warranty,we may be able to offer you service alternatives on a fee basis.
We use new and refurbished parts made by various manufacturers in performing warranty repairs and in
building replacement parts and products. Refurbished parts and products are parts or products that have
been returned to Dell, some of which were never used by a customer.All parts and products are inspected
and tested for quality. Replacement parts and products are covered for the remaining period of the limited
hardware warranty for the product you purchased. Dell owns all parts removed from repaired products
and, in most instances, you will be required to return defective parts to Dell.
Dell may use authorized representatives to provide any of the technical support or repair services under
this limited hardware warranty.
Important information about returnin,2 products to Dell for repair or replacement:
For Mail-in Service: Customer supplies box,pays shipping: Upon a determination by Dell that your product
should be returned to Dell for repair or replacement, we will issue a Return Material Authorization (RMA)
number that you must include with your return.You must return the product to us in its original or
equivalent packaging, prepay shipping charges and insure the shipment or accept the risk if the product is
lost or damaged in shipment, which could void warranty coverage as customer-induced damage. We will
return the repaired or replacement product to you. We will pay to ship the repaired or replaced product to
you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and
territories)or in Canada (in respect of systems registered in Canada). Otherwise,we will ship the product
to you freight collect.
For Mail-in Service: Customer supplies box,Dell pays shipping: Upon a determination by Dell that your
product should be returned to Dell for repair or replacement, shipping instructions will be provided to you.
You must package the product in its original or equivalent packaging and call the carrier designated on
your shipping instructions to arrange a pickup time or, at your convenience, you may take the adequately
packaged product to a designated carrier pick up location.As long as you follow our shipping instructions,
we will pay standard shipping charges for shipping the product in for repair and for shipping it back to you
if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories)or
in Canada (in respect of systems registered in Canada). Otherwise, we will ship the product to you freight
collect.
For Mail in Service:Dell supplies box and pays shipping: Upon a determination by Dell that your product
should be returned to Dell for repair or replacement, packaging, shipping instructions and a prepaid
shipping waybill will be sent to you. Upon receipt of the shipping supplies, you must package the product
in the material required and call the carrier designated on your shipping instructions to arrange a pickup
time.As long as you follow our shipping instructions,we will pay standard shipping charges for shipping
Dell Marketing L.P. 125 D�.LTechnoiogies
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the product in for repair and for shipping it back to you if you use an address in the United States
(excluding Puerto Rico and U.S. possessions and territories)or in Canada (in respect of systems
registered in Canada). Otherwise,we will ship the product to you freight collect.
When you contact us regarding certain products,we may offer to ship you a replacement product prior to
receiving your original product back. In such instance,we may require a valid credit card number at the
time you request a replacement product.We will not charge or invoice you for the replacement product as
long as you return the original product to us within 10 days of your receipt of the replacement product and
we confirm that your product issue is covered under this limited hardware warranty. If we do not receive
your original product within 10 days, we will charge your credit card or invoice you for the then-current
standard price for the product. If upon receipt of your original product,we determine that your product
issue is not covered under this limited hardware warranty, you will be given the opportunity to return the
replacement unit, at your sole expense,within 10 days from the date we contact you regarding the lack of
coverage for your issue or we will charge to your credit card or invoice you the then-current standard price
for the product. In addition, if you fail to pay Dell the amounts, Dell may suspend your limited hardware
warranty support until the applicable amount is paid.A suspension of your limited hardware warranty for
failure to properly return a product or to pay an amount charged for such failure to return a product will not
toll the term of your limited hardware warranty and the limited hardware warranty will still expire in
accordance with its original term.
NOTE:Before you ship the product(s)to us,make sure to back up the data on the hard drive(s)and any other
storage device(s)in the product(s).You are responsible for removing any confidential,proprietary or personal
information and removable media such as storage cards or devices,DVDs/CDs or PC Cards regardless of
whether a technician is also providing in-home or onsite assistance.We are not responsible for any of your
confidential,proprietary or personal information;lost or corrupted data; data or voice charges incurred as a
result of failing to remove all SIM cards;or damaged or lost removable media.Please,only include the
product components requested by Dell.
Important information about part dispatches by Dell:
For some issues, Dell may dispatch a new or refurbished part for you to replace a defective part, if we
agree that the defective part needs to be replaced. You must return the defective part to Dell. When you
contact us,we may offer to ship you a replacement part prior to receiving your original part back. In such
instances, we may require a valid credit card number at the time you request a replacement part. We will
not charge or invoice you for the replacement part as long as you return the original part to us within 10
days of your receipt of the replacement part. Failure to timely return the defective part to Dell in
accordance with the written instructions provided with the replacement part may result in the suspension
of your limited hardware warranty support or a charge to your credit card or invoice in the amount of the
then-current standard Dell price for that part.A suspension of your limited hardware warranty for failure to
properly return a part will not toll the term of your limited hardware warranty and the limited hardware
warranty will still expire in accordance with its original term.
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We will pay to ship the part to you if you use an address in the United States (excluding Puerto Rico and
U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Otherwise,
we will ship the part freight collect. We will also include a prepaid shipping container with each
replacement part for your use in returning the replaced part to us.
NOTE:Before you replace parts,make sure to back up the data on the hard drive(s)and any other storage
device(s)in the product(s).You are responsible for removing any confidential,proprietary or personal
information and removable media such as storage cards or devices,DVDs/CDs or PC Cards regardless of
whether a technician is also providing in-home or onsite assistance.We are not responsible for any of your
confidential,proprietary or personal information;lost or corrupted data; data or voice charges incurred as a
result of failing to remove all SIM cards;or damaged or lost removable media.When returning parts to Dell,
please only include the product components requested by Dell.
Important information about Onsite/In-Home Warranty Service After Remote Diagnosis:
If the Dell Limited Hardware Warranty for your product includes onsite/in-home warranty service, then if
Dell determines that your issue is covered under this limited hardware warranty and your problem cannot
be resolved remotely or, if applicable, by dispatching a part or replacement product to you,then Dell may
dispatch a service technician to your location within the United States (including Puerto Rico, but
excluding the other U.S. possessions and territories)or in Canada (in respect of systems registered in
Canada). Please tell the technician the full address of your system's location. Both the performance of
service and service response times depend upon the time of day your request is received by Dell, the
service alternative you purchased, parts availability, geographical restrictions, weather conditions and the
terms of this limited hardware warranty.An adult must be present at all times during the service
technician's visit.You must grant the service technician full access to the system and (at no cost to Dell)
have working space, electricity and a local telephone line. If these requirements are lacking, Dell is not
obligated to provide service. In addition, Dell is not obligated to provide service if you fail to provide an
environment that is conducive to computer repair, including for example, if you insist on service to be
provided at varying locations, if you fail to properly restrain a pet, if you threaten our technician either
verbally or physically, or if your location or the general area where the system is located is dangerous,
infested with insects, rodents, pests, biohazards, human or animal excrement and/or chemicals as
reasonably determined to be unsafe by our technician. If you or your authorized representative is not at
the location when the service technician arrives, the service technician will not be able to service your
system and you may be charged an additional amount for a follow-up service call.
If Dell determines that your system needs a replacement part, you authorize the on-site technician to act
as your service agent to handle the delivery and return of the warranty parts necessary to render on-site
repairs. You may incur a charge if you fail to allow the on-site technician to return nonworking/unused
units/warranty parts to Dell.
What if I purchased a service contract?
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If your service contract is with Dell, service will be provided to you under the terms of the service
agreement. Please refer to that contract for details on how to obtain service.
If you purchased through us, a service contract with a third-party service provider, please refer to that
contract for details on how to obtain service.
See dell.com/servicecontracts for more details.
May I transfer the limited hardware warranty?
Limited hardware warranties on systems may be transferred if the current owner transfers ownership of
the system and records the transfer with us. The limited hardware warranty on Dell-certified memory may
not be transferred. For U.S. customers, you may record your transfer by going to Dell's website:
Customer Type: U.S. Ownership Transfer Website:
Home and Home //support.dell.com/support/topics/global.aspx/support/change order/tag trans
Office: fer?c=us&cs=19&1=en&s=dhs&—ck=mn
Small and Medium //support.dell.com/support/topics/global.aspx/support/change order/tag trans
Business: fer?c=us&cs=04&1=en&s=bsd&—ck=mn
Large Enterprise: //support.dell.com/support/topics/global.aspx/support/change order/tag trans
fer?c=us&cs=555&1=en&s=biz&-ck=mn
Federal Government: //support.dell.com/support/topics/global.aspx/support/change order/tag trans
fer?c=us&cs=RC 1009777&1=en&s=fed&-ck=m n
State and Local //support.dell.com/support/topics/global.aspx/support/change order/tag trans
Government: fer?c=us&cs=RC978219&1=en&s=slq&—ck=mn
Higher Education: //support.dell.com/support/topics/global.aspx/support/change order/tag trans
fer?c=us&cs=RC956904&1=en&s=hied&—ck=mn
K-12 Education: //support.dell.com/support/topics/global.aspx/support/change order/tag trans
fer?c=us&cs=RC 1084719&1=en&s=kl 2&-ck=mn
Healthcare: //support.dell.com/support/topics/global.aspx/support/change order/tag trans
fer?c=us&cs=RC968571&1=en&s=hea&--ck=mn
For Canadian customers, you may record your transfer by going to Dell's Canadian website:
//www.dell.com/support/retail/ca/en/cadhs1/ownershiptransfer/ldentifvSvstem?—ck=mn
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If you do not have internet access, call your customer care representative or call 1-800-624-9897.
All requests to transfer ownership are at Dell's sole discretion. All such transfers will be subject to the
terms and conditions of the original service or limited hardware warranty agreement and Dell's applicable
terms and conditions of sale located at dell.com/terms (for U.S. customers), dell.ca/terms (for Canadian
customers—English)or dell.ca/conditions (for Canadian customers—French). Dell cannot guarantee
the authenticity of the products, limited warranties, service or support, or the accuracy of the listings of
products you purchase from a third party.
Dell Printer Consumables Limited Warranties
The following sections describe the limited warranty for Dell-branded printer consumables (ink cartridges,
toner cartridges, photo print packs and photo paper)for the U.S., Canada and Latin America. Refer to the
appropriate limited warranty accordingly.
Consumables Limited Warranty(U.S.and Canada Only)
Dell ink
Dell warrants to the original purchaser of genuine Dell-branded ink cartridges that they will be free from
defects in material and workmanship for two years beginning on the date of invoice.
Toner
Dell warrants to the original purchaser of genuine Dell-branded toner cartridges that they will be free from
defects in material and workmanship for the life of the cartridge under normal use and storage conditions.
Lifetime toner warranty applies to the original toner only and does not apply to refilled or remanufactured
toner cartridges.
Dell paper
Dell warrants to the original purchaser of genuine Dell Premium Photo Paper and photo print packs that
they will be free from defects in material and workmanship for 90 days beginning on the date of invoice.
If any of these products prove defective in either material or workmanship,they will be replaced without
charge during the limited warranty period if returned to Dell. You must first call our toll-free number to get
your return authorization. In the U.S., call 1-800-822-8965; in Canada, call 1-800-387-5757. If we
are not able to replace the product because it has been discontinued or is not available,we will either
replace it with a comparable product or reimburse you for the cartridge purchase cost, at Dell's sole
option. This limited warranty does not apply to product damage resulting from misuse, abuse, accident,
cartridge refilling or remanufacturing by customer, neglect, mishandling or incorrect environments.
Limited Lifetime Warranty for Dell-branded tape media
Dell warrants to you, the end-user customer, that this product will be free from defects in material and
workmanship for the lifetime of the product, if it is properly used and maintained. If this product proves
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defective in either material or workmanship, Dell, at its option,will (a) repair the product, (b)replace the
product or(c)refund the purchase price of the product, provided that the product has been returned to
Dell with proof of purchase, such as a purchase order, invoice or sales receipt. You must first contact your
local Dell support representative for your authorization option. To contact your local support
representative, please visit dell.com, choose your country using the drop down menu located at the top of
the page and then click on services and support. This limited lifetime warranty does not apply to failure of
the product resulting from misuse, abuse, accident, neglect or mishandling, improperly adjusted or
maintained drives, incorrect environments or wear from ordinary use.
THIS LIMITED LIFETIME WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO
HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE,
JURISDICTION TO JURISDICTION OR COUNTRY TO COUNTRY. DELL'S RESPONSIBILITY FOR
MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED TO REPLACEMENT AS SET FORTH IN
THIS LIMITED LIFETIME WARRANTY STATEMENT. EXCEPT FOR THE EXPRESS WARRANTIES
CONTAINED IN THIS WARRANTY STATEMENT, DELL DISCLAIMS ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FOR THE PRODUCT,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT. ANY IMPLIED WARRANTIES AND
CONDITIONS THAT MAY BE IMPOSED BY AND THAT ARE NOT PERMITTED TO BE DISCLAIMED
BY LAW ARE LIMITED IN DURATION TO THE LIMITED WARRANTY PERIOD. SOME STATES,
PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF CERTAIN
IMPLIED WARRANTIES OR CONDITIONS, OR LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.THIS LIMITED
LIFETIME WARRANTY COVERAGE TERMINATES IF YOU SELL OR OTHERWISE TRANSFER THIS
PRODUCT TO ANOTHER PARTY.
DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED
LIFETIME WARRANTY AND WE DO NOT ACCEPT LIABILITY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR THIRD-PARTY CLAIMS AGAINST YOU FOR
DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST DATA OR LOST
SOFTWARE. DELL'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE
PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH DELL
IS RESPONSIBLE.
SOME STATES, PROVINCES,JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THE
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ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.Appendix F - Dell
Return Policy
U.S.Return Policy
Direct(applies only to purchases directly from Dell)
Dell values its relationship with you and offers you the option to return most products you purchase directly
from Dell. For all purchases not made directly from Dell, please check the return policy of the location from
which you purchased your product. Note: If your purchase qualifies for a promotion offered by Dell that
extends the return period for a specific product,the return rights and obligations included with the promotion
will apply to your purchase.
30-Day Return Period for Certain Products and Accessories: Unless you have a separate agreement with
Dell, or except as provided below, all hardware, accessories, peripherals and parts may be returned if
requested and approved by Dell within 30 calendar days from the date on the packing slip or invoice for a
refund or credit of the purchase price paid. Note that your refund or credit may be reduced by the amount
of shipping and handling fees and any applicable restocking fees(as further described below).Any product
returned to Dell without prior authorization from Dell will be considered an unauthorized return,and you will
not receive a refund or credit for the product and Dell will not ship the product back to you. For instructions
about requesting a return, see "How to Return a Product" below.All approved returns must be received by
Dell within 30 calendar days of the return approval date otherwise the amount of refund or credit may be
reduced or eliminated if the product(s)are returned late.
Exceptions to Dell's 30-Day Return Period:
• Software may not be returned at any time, unless the software being returned is:
1.Application software or operating systems installed by Dell on a returnable system which is
being returned within the applicable return period; or
2. Media-based software that is unopened and still in its sealed package or, if delivered
electronically, software that you have not accepted by clicking to agree to applicable terms.
• Additional products not eligible for return at any time:
1. Dell EMC-branded products
2. Dell WyseTm and Wyse-branded products
3. Non-Dell-branded enterprise hardware and software products
4. Customized products
• Unless you have specifically agreed otherwise in your written agreement with Dell, there is no
right of return for software purchased under any type of volume license arrangement.
• Dell reserves the right to deny any returns in circumstances involving repeated returns,violation of
the Dell Terms of Sale or other impermissible activity.
Restocking Fees: Unless the product is defective or the return is a direct result of a Dell error, Dell may
charge a restocking fee of 15%of the purchase price paid less shipping and handling, plus any applicable
sales tax, which would be applied through a total reduced refund or credit.
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Promotional Items: If you return a purchased item that qualified you for a discount, promotional item or
promotional card (for example, buy a service, get a computer half off; buy a computer, get a free printer;
buy a TV, get a promotional gift card)and either(i)do not also return the discounted or promotional item
or(ii) have already redeemed the promotional card, Dell may deduct the value of the discount,
promotional item or redeemed card from any refund or credit you receive for the return of the purchased
item.
How to Return a Product: Before returning a product, you MUST first contact Dell customer service and
obtain a Credit Return Authorization (CRA) number before the end of the applicable return period. Dell will
not accept returns without a CRA number. To find the appropriate phone number or to send an email to
customer service to request a CRA number, go to www.dell.com/contactus or see the"Contacting Dell"or
"Getting Help"section of your customer documentation.To initiate a return online, please click here.
NOTE: You MUST follow these steps when returning a product:
• Ship the product to Dell. Please note that all approved returns must be received by Dell within 30
days of the date that Dell issues the return authorization and instructions.
• Ship back all products you are seeking to return to Dell and for which you received a CRA
number. For partial returns, your refund or credit may be less than the invoice or individual
component price due to bundled or promotional pricing or any unadvertised discounts or
concessions.
• Return the products in their original packaging, in as-new condition, along with any media,
documentation and any other items that were included in your original shipment.
• For customers returning a TV, the TV must be returned in the original packaging it was received in
(including box and protective cushioning). If you do not have the original packaging, you must
provide separate packaging.
• For commercial customers,you must ship the products at your expense, and make sure the
shipment is insured, or accept the risk of loss or damage during shipment.
Upon receipt of your return, Dell will issue a credit or refund of the purchase price paid, which may be
reduced by the amount of shipping and handling fees and any applicable restocking fees subject to this
policy.
Note: Before you return the product to Dell, make sure to back up any data on the hard drive(s) and on any other
storage device in the product. Remove all confidential, proprietary and personal information as well as removable
media such as flash drives, CDs and PC Cards. Dell is not responsible for any confidential,proprietary or personal
information; lost or corrupted data•, or damaged or lost removable media that may be included with your return.
Systems configured with an Intel®8th Gen or later CPU are designed to run optimally with the Microsoft Windows
10 operating system. Removing the factory-installed operating system to run a non-Windows 10 operating system
(such as Windows 7 or Windows 8)may make the product ineligible for return to Dell for a refund or cause system
instability and performance issues that may not be covered by your warranty,support,or service agreements.
Dell Marketing L.P. 132 D�.LTechnoiogies
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Appendix G - Vendor Certifications
-07117) TEXAS SALES AND USE TAX PERMIT
This permit is not transferable,and this side must be prominently displayed in your place of business.
Mercha - py' n1 ods not replace a resale or exemption certificate.You will be responsible }bu must obtain a new permit if there is a change of
for sales tax unless you have a valid resale b—pfion certificate on file. ownership,location,or business location name.
TAXPAYER NAME,BUSINESS LOCATION NAME,and PHYSICAL LOCATION Type of permit
DELL MARKETING LP SALES AND USE TAX
Taxpayer number
DELL MARKETING LP 1-74-2616805-4
8687 N CENTRAL EXPY Location number
DALLAS TX 75225-4427 00005
First business date
NAILS CODE: 334111 DESCRIPTION ON NEXT LINE: 01/01/2007
Electronic Computer MFG
WE SHOW THIS BUSINESS IN THE FOLLOWING LOCAL SALES TAX AUTHORITIES:
CITY: DALLAS EFF: 01/01/2007 Z4 'r
TRANSIT: DALLAS MTA EFF: 01/01/2007 SUSAN COMBS
omptroller of Public Accounts
YOU MAY NEED TO COLLECT SALES AND,OR USE TAXFOR OTHER LOCAL TAXING AUTHORITIES DEPENDING ON YOUR TYPEOF BUSINESS.
If you have any questions regarding sales tax,you may contact the Texas Stale Comptrollei s field office
in your area or call 1-600-252-5555,toll free,nationwide.The Austin number is 512/463-4600.
DETACH HERE AND PROMINENTLY DISPLAY YOUR PERMIT ONLY
IS THE INFORMATION PRINTED ON THIS PERMIT INCORRECT?
The information printed on your permit must be accurate and current.To make corrections,you may detach and complete ONLY the infonq "
the form below which is incorrect,and mail it to COMPTROLLER OF PUBLIC ACCOUNTS,111 E.17th Street,Austin,TX 78774-0100.
MAKING CHANGES TO LOCAL TAXING AUTHORITIES OR BUSINESS DESCRIPTION LISTED ON THIS PERMIT
You will need to contact us to correct the local taxing authorities for this business location.Contact your city/transit authority/county/special purpose
district if you are unsure rf your business is located within that taxing jurisdiction.We can assist you in determining your local sales and use tax
responsibilities,and the appropriate rate for each local taxing authority.Publication 94-105,"Guidelines for Collecting Local Sales and Use Tax"and
Publication 96-132,"Texas Sales and Use Tax Rates"are available on the Comptroller's web site at www.window.state.bt.usAaxinfo/local/.
• Visit us online at www,window.state.tx.us/taxinfo/sales/naics_coding.htmi 0 you need to correct the description of your business printed on the front of
this permit.
MORE INFORMATION ABOUT YOUR PERMIT
• You must prominently display this permit in your place of business.
' The information on your permit is public information.
• You cannot use this permit or a copy of it as a resale or exemption certificate.
• If the location specified on this permit is closed,return this permit to the Comptroller of Public Accounts and indicate the date of the last business
transaction.
• Depending on your type of business,you may need to collect sales and/or use tax for other local taxing authorities not listed on this permit.
TEXAS SALES AND USE TAX PERMIT
Taxpayer name shown on the permit
DELL MARKETING LP
Taxpayer number shown on the permit Location number shown on the permit
• 17426168054 00005
Correct business location name
Correct business location(no P.O.Box or directions accepted)
Change your mailing address and phone number,
add a business location,change a business address,or
city ZIP code close one or more business locations online at
https:IAvww.window.state.txuslaccmaifg bhangeaddress.html
Correct-taxpayer name Daytime phone(Area code and number)
Correct mailing address
City State ZIP code Federal Employer Identification number
If you are no longer in business,enter the date of your last business transaction. °ixE coq r
Taxpayer or authorized agent Date
sign c
here ax..
nnnnn11in
Dell Marketing L.P. 133 D�irs- hnoiogies
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Form o1 aoo(Back)(R-1-07m)
All permits are issued subject to the provisions of the law.This permit may be revoked,suspended,or cancelled for
a violation of any provision of any taxing statute administered by the Texas Comptroller of Public Accounts or of
any rule adopted by the Comptroller to administer those statutes. Receipt of this permit does not mean that the
taxpayer to whom it is issued is in good standing with the Comptroller.
Please note that you are responsible for collecting the correct amount of local taxes. For example, if our records
show that one of your locations outside the city limits,and it is, in fact, inside the city,you are still responsible for
collecting and remitting the city sales tax. If the local taxing authorities on your sales tax permit are incorrect,
please call us,so we can correct them.
Taxpayer name and mailing address
OPERATING WITHOUT A VALID
DELL MARKETING LP 92 PERMIT IS A MISDEMEANOR
18006 SKY PARK CIR STE 106 PUNISHABLE BY A FINE OF NOT
I RV I NE CA 92614-6406 MORE THAN$5W PER DAY.
Legal citation:TEX.TAX CODE ANN.chs.111-d 151.
For an existing business,this permit replaces the permit you now hold for this location.
All previous permits of this tyke issued by the Texas Comptroiier of Public Accounts are void.
***Important Sales Tax Information
You must file a sales and use tax return even if you have no taxable sales and/or no tax due.
FILE AND PAY YOUR SALES TAX ONLINE
WebFile automatically calculates the sales tax due and provides a confirmation that we received
your return.WebFile is available online at www.window.state.txusitvebfile/salestaxhtml
FILE NO TAX DUE RETURNS BY PHONE
You can also file your no tax due sales and use tax return by
calling TeleFile at 1-888-4FILING(1-888-434-5464).
DOWNLOAD SALES AND USE TAX FORMS ONLINE
You will receive a preprinted sales and use tax return in the mail about 20-30 days before
each return is due.You can also download sales and use tax forms online at
www.cps.state.tx usItax infoitaxdormspl-forms.html
UPDATE YOUR ACCOUNT INFORMATION
Change your mailing address and phone number,add a business location,change
a business address,or close one or more business locations online at
hftps:btvww.window.state.txus/accmaint,fchangeaddress.html
or call our toll-free voice mailbox at
1-800-224-1844.
SALES TAX FREQUENTLY ASKED QUESTIONS
Read our sales tax frequently asked questions online at
www.window.state.txus/tax info/salesrfquestions.html
You have certain rights under Chapters 552 and 559,Government Code,to review,request,and correct
information we have on file about you.Contact us at the address or toll-free number listed on this form.
Dell Marketing L.P. 134 D�.LTechnoiogies
Tab-Appendices
DELL MARKETING L.P.
F I I_ t U
SECOND AMENDED AND RESTATED to the Office of the
Secretary of State of Texas
CERTIFICATE OF FORMA11014, FEB 0 3 2020
January 30.2020 Corporations Sectior
Dell Marketing L.Y.(the"Partnership'),by and through its undersigned general partner,adopts
the follo%ving in accordance with Sections 3,057 through 3.059 W the Texas Business
Organizations Code(the"TBOC-).
1. The name of the filing entity is Dell Marketing L.P.,a Texas limited partnership.
2. The Partnership was formed as a limited partnership on Decemlxr 23, 1991 and issued
rile number 6260510 by the Secretary of State of the State of Texas(the"Secretary of
State"). The Partnership tiled an Amended and Restated Certificate of Limited
Partnership (the "Amended and Restated Certifica(e') on July 29. 200- with the
Secretary of State.
3. This instrument restates the Amended and Restated C'ertificatc.referred to herein as the
certificate of f1u7matian,, as amended and supplemented by all articles of amendment
previously issued by the Secretary of State,and as further amended as set forth herein.
4. This instrutnertt further amends the certificate of formation of the Partnership by:
a. Replacing al I references to provisions of the Texas Revised Limited Partnership
Act to the appropriate provisions of the TBOC.
b. Adding Section 5.which names certain officers of the Partnership duly appointed
by the General Partner.
5. Each and every amendment described in paragraph 4 above has been made in accordance
with the provisions of the TBOC.The amendments to the certificate of formation and the
restated certificate of formation have been approved in the manner required by the TBOC
and by the govenring documents of the Partnership.
6. The Second r'unended and Restated Certificate of Formation attached hereto as Exhibit
A nccuratel} states the text of the certificate of formation being restated and each
amendment thereto that is in effect_and as further amended herein, The attached Second
Amended and Restated Certificate of l ornation does not contain any other change except
for the information permitted to he omitted by the provisions of the TBOC applicable in
the Partnership. The existing certificate of formation of the Partnership and all
arnendttrents and supplements thereto are hereby superseded by the Second Amended and
Restated Certificate of Formation attached hereto.
7. This document is effective when filed by the Secretary of State of the State of'Cexas.
iRemainder of Page Leff intentionally Blank)
Dell Marketing L.P. 135 DIQ�iUTeehnoIogies
Tab-Appendices
The undersigned alTrrns that the person designated as registered agent in the Second
Amended and Restated Certificate of Fortnation has consented to the appointment. The
undersigned signs this document sul�iect to the penalties imposed b) law for the submission of a
materially false or fraudulent instrument and certifies under penalty of perjury that the
undersigned is authorized under the provisions of law governing the Pannership to execute this
Second Amended and Restated Certificate of Formation.
DELL MARKETING GP I-L.C.,general partner
Name:Robert 1 Pow;
Title:Senior Fire President and Assistant Secretary
Dell Marketing L.P. 136 D42AUTeehnoIogies
Tab-Appendices
E.'xl.UBLT A
Second Amended and Restated Ceitiiicate of Formation of Dell Marketing L.P.
(See attached)
Dell Marketing L.P. 137 D42AUTeehno log ies
Tab-Appendices
DELL MARKETING L.P.
SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
Jantuiry 27.2020
Phis Second Amended and Restated Certificate of Formation of Dell Marketing L.Y. (tile
-Partnership-)was duly executed and is being filed by Dell Marketing GP L.L.C.,a Delawarr
limited liabiliq,company,as general partner,in accordance with"sections 3.057 through 3.060 of
the Texas Business Organizations Code(the"TBOC"). The following amends and restates the
Amended and Restated Certificate of Limited Partnership_which was filed on July 29.2003.
I. "fhe name ofthe Partnership is bell Marketing L.P.
2. The address of the registered office of the Partnership in the State of Texas is:
Corporation Service Company d/h/a CSC-[awyers Incorporating Service Compan}. 211
Last 71s Street.Suite 620.Austin.Texas 78701-3218.The name of the registered agent of
the Partnership at such address is Corporation Service Company dWa CSC-lawyers
lncorporadng Service Company.
3. The address of the Partnership's principal office in the United States where records are
kept or made available is located at One Dell Way,Round Rock.Texas 78682.
4. The name and address of the sole general partner ol'the Parnership areas follows:
Dell Marketing GP L.L.C.
One Dell Way
Round Ronk:. Texas 78682
5, The following officers of the Partnership,among others,have been duly appointed by the
general partner of Ilre Partnership:
Name 'Title Address
Richard Jay Rothberg General Counsel and Secretary One Dell Way
Round Rock.TX 78682
Robert Linn Potts Senior Vice President One Dell Way
and Assistant Secretary Round Rock.TX 78682
Dell Marketing L.P. 138 D�iLLTeehnoiogies
Tab-Appendices
Appendix H - Dell Financial Services
Response to Specific RFP Provisions
Many of the terms and conditions presented in the RFP are applicable to straight procurement/purchase
transactions and not to leasing and financing and other flexible payment solutions,which are made available
directly through DFS or PFS in accordance with one or more of the separately negotiated DFS or PFS lease
or finance agreements ("Lease(s)"). Since the current RFP does not contain any Lease terms and
conditions, any eligible Public Agency under this RFP authorized to execute such Leases under applicable
law must execute a separate Lease directly with DFS or PFS for the hardware, software, and/or services
being procured under this RFP. Each Lease will separately establish a long-term (beyond net 30 days)
financial relationship between DFS or PFS and each Public Agency procuring under the NCPA contract).
Any Lease solutions will be subject to the terms and conditions of the corresponding DFS or PFS Lease.
Each eligible Public Agency will be required to separately negotiate the terms and conditions of its Lease
with DFS or PFS directly. To the extent of any conflict or inconsistency between the terms of the DFS or
PFS Lease and the terms of this RFP, the terms and conditions of the DFS or PFS Lease will prevail.
In addition, Dell may offer consumption-based models under its Dell APEX Flex on Demand Program
("FOY) as an alternative flexible payment solution under a separate Master Flexible Consumption
Agreement ("MFCA"). Any FOD solution will be subject to the terms and conditions of the MFCA only, an
example of which is attached hereto in Appendix H. Eligible customer shall negotiate the terms and
conditions of such FOD solution directly with vendor or its designated affiliate or its authorized
distributor/partner/reseller, including, but not limited to, the MFCA, any flexible consumption schedule
("Schedule"),and any other documentation that may be required for such transaction.The parties recognize
that the MFCA and any Schedule executed by the parties hereunder are separate and independent
agreements between the eligible customer and Dell or its designated affiliate or its authorized
distributor/partner/reseller,with the terms thereof constituting the entire agreement for such transaction. To
the extent of any conflict or inconsistency between the terms of the MFCA and the terms of the RFP, and
conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedules, and any other
related documentation that may be applicable are attached in Appendix H.
Dell Marketing L.P. 139 D�iLLTechnoiogies
Dell
Financial
Dell Financial Services Public Master Lease Agreement
Proprietary to Dell Financial Services, LLC
DeFinancial
Services
ll DATE:
MASTER LEASE AGREEMENT NO.
LESSOR:DELL FINANCIAL SERVICES L.L.C. LESSEE:
Mailing Address: Principal Address:
One Dell Way
Round Rock, TX 78682
Fax:
Attention:
This Master Lease Agreement("Agreement"),effective as of the Effective or extensions thereof,is defined as the"Lease Term". The Lease is non-
Date set forth above,is between the Lessor and Lessee named above. cancelable by Lessee,except as expressly provided in Section 5.
Capitalized terms have the meaning set forth in this Agreement.
4. RENT;TAXES;PAYMENT OBLIGATION.
1. LEASE.
(a) The rental payment amount("Rent")and the payment period for each
Lessor hereby leases to Lessee and Lessee hereby leases the equipment installment of Rent("Payment Period")shall be stated in the Schedule. A
("Products"), Software (defined below), and services or fees, where prorated portion of Rent calculated based on a 30-day month, 90-day
applicable, as described in any lease schedule ("Schedule"). Each quarter or 360-day year (as appropriate) for the period from the
Schedule shall incorporate by reference the terms and conditions of this Acceptance Date to the Commencement Date shall be added to the first
Agreement and contain such other terms as are agreed to by Lessee and payment of Rent. All Rent and other amounts due and payable under this
Lessor. Each Schedule shall constitute a separate lease of Products Agreement or any Schedule shall be paid to Lessor in lawful funds of the
("Lease"). In the event of any conflict between the terms of a Schedule United States of America at the payment address for Lessor set forth
and the terms of this Agreement,the terms of the Schedule shall prevail. above or at such other address as Lessor may designate in writing from
Lessor reserves all rights to the Products not specifically granted to Lessee time to time. Whenever Rent and other amounts payable under a Lease
in this Agreement or in a Schedule. Execution of this Agreement does not are not paid when due, Lessee shall pay interest on such amounts at a
create an obligation of either party to lease to or from the other. 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
2. ACCEPTANCE DATE;SCHEDULE. whether or not Lessee has received an invoice showing such Rent is due.
Late charges and reasonable attorney's fees necessary to recover Rent
(a) Subject to any right of return provided by the Product seller("Seller"), and other amounts owed hereunder are considered an integral part of this
named on the Schedule, Products are deemed to have been irrevocably Agreement. The rate factors used for the calculation of the payment are
accepted by Lessee upon delivery to Lessee's ship to location based in part on similar or like term swap or T-bill rates as published by
("Acceptance Date"). Lessee shall be solely responsible for unpacking, the US Federal Reserve Board. In the event the applicable rates change
inspecting and installing the Products. between Lessor initially providing the rate factors and the commencement
of a Schedule, Lessor reserves the right to change the applicable rate
(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee factor commensurate with the change in the applicable rates.
agrees to sign or otherwise authenticate (as defined under the Uniform
Commercial Code, "UCC")and return each Schedule by the later of the (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent,Lessee
Acceptance Date or five(5)days after Lessee receives a Schedule from shall pay sales, use, excise, purchase, property, added value or other
Lessor. If the Schedule is not signed or otherwise authenticated by Lessee taxes, fees, levies or assessments lawfully assessed or levied against
within the time provided in the prior sentence,then upon written notice from Lessor or with respect to the Products and the Lease(collectively"Taxes"),
Lessor and Lessee's failure to cure within five (5) days of such notice, and customs, duties or surcharges on imports or exports (collectively,
Lessor may require the Lessee to purchase the Products by paying the "Duties'),plus all expenses incurred in connection with Lessor's purchase
Product Cost charged by the Seller,plus any shipping charges,Taxes or and Lessee's use of the Products, including but not limited to shipment,
Duties(defined below)and interest at the Overdue Rate accruing from the delivery,installation,and insurance. Unless Lessee provides Lessor with
date the Products are shipped through the date of payment. If Lessee a tax exemption certificate acceptable to the relevant taxing authority prior
returns any leased Products in accordance with the Seller's return policy, to Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes
it will notify Lessor. When Lessor receives a credit from the Seller for the and Duties upon demand by Lessor. Lessor may, at its option, invoice
returned Product, the Schedule will be deemed amended to reflect the Lessee for estimated personal property tax with the Rent Payment.
return of the Product and Lessor will adjust its billing records and Lessee's Lessee shall pay all utility and other charges incurred in the use and
invoice for the applicable Lease. In addition, Lessee and Lessor agree maintenance of the Products.
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) (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S
number of Products or(ii)to adjust the related Rent(defined below)on the OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE
Schedule(any increase up to 15%or any decrease)caused by any change AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS
made by Lessee in Lessee's order with the Seller. AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND
UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY
3. TERM. ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM,
INTERRUPTION,DEFERMENT OR RECOUPMENT FOR ANY REASON
The initial term(the"Primary Term")for each Lease shall begin on the date WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE
set forth on the Schedule as the Commencement Date (the AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE
"Commencement Date"). The period beginning on the Acceptance Date SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR
and ending on the last day of the Primary Term,together with any renewals PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR
Reference: Page 1 of 5
Master Lease Agreement—Public NOV2018
POSSESSION,OR OTHERWISE. If any Product is unsatisfactory for any
reason, Lessee shall make its claim solely against the Seller of such 8. RETURN.
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 At the expiration or earlier termination of the Lease Term of any Schedule,
under the Lease. and except for Products purchased pursuant to any purchase option under
the Lease, Lessee will (a)remove all proprietary data from the Products
5. APPROPRIATION OF FUNDS. 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
(a) Lessee intends to continue each Schedule for the Primary Term and to the operating system Software in returned Products will terminate and
to pay the Rent and other amounts due thereunder. Lessee reasonably Lessee will return the Products with the original certificate of authenticity
believes that legally available funds in an amount sufficient to pay all Rent (attached and unaltered) for the original operating system Software.
during the Primary Term can be obtained and agrees to do all things Lessee agrees to deinstall and package the Products for return in a
lawfully within its power to obtain and maintain funds from which the Rent manner which will protect them from damage. Lessee shall pay all costs
and other amounts due may be paid. associated with the packing and return of the Products and shall promptly
reimburse Lessor for all costs and expenses for missing or damaged
(b) Lessee may terminate a Schedule in whole,but not in part by giving Products or operating system Software. If Lessee fails to return all of the
at least sixty(60)days'notice prior to the end of the then current Fiscal Products at the expiration of the Lease Term or earlier termination(other
Period (as defined in the Lessee's Secretary/Clerk's Certificate provided than for non-appropriation) in accordance with this Section, the Lease
to Lessor) certifying that: (1)sufficient funds were not appropriated and Term with respect to the Products that are not returned shall continue to
budgeted by Lessee's governing body or will not otherwise be available to be renewed as described in the Schedule.
continue the Lease beyond the current Fiscal Period; and (2) that the
Lessee has exhausted all funds legally available for payment of the Rent 9. RISK OF LOSS;MAINTENANCE; INSURANCE.
beyond the current Fiscal Period. Upon termination of the Schedule,
Lessee's obligations under the Schedule (except those that expressly (a) From the date the Products are delivered to Lessee's ship to location
survive the end of the Lease Term)and any interest in the Products shall until the Products are returned to Lessor's designated return location or
cease and Lessee shall surrender the Products in accordance with Section purchased by Lessee, Lessee agrees: (i)to assume the risk of loss or
8. Notwithstanding the foregoing, Lessee agrees that,without creating a damage to the Products; (ii)to maintain the Products in good operating
pledge,lien or encumbrance upon funds available to Lessee in other than condition and appearance,ordinary wear and tear excepted;(iii)to comply
its current Fiscal Period, it will use its best efforts to take all action with all requirements necessary to enforce all warranty rights;and (iv)to
necessary to avoid termination of a Schedule, including making budget promptly repair any repairable damage to the Products. During the Lease
requests for each Fiscal Period during each applicable Lease Term for Term, Lessee at its sole discretion has the option to purchase a
adequate funds to meet its Lease obligations and to continue the Schedule maintenance agreement from the provider of its choice(including,if it so
in force.. chooses, to self-maintain the Products) or to forgo such maintenance
agreement altogether;regardless of Lessee's choice,Lessee will continue
(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent to be responsible for its obligations as stated in the first sentence of this
and other amounts due under a Lease constitutes a current expense of Section. At all times, Lessee shall provide the following insurance: (x)
Lessee and is not to be construed to be a debt in contravention of any casualty loss insurance for the Products for no less than the Stipulated
applicable constitutional or statutory limitation on the creation of Loss Value(defined below)naming Lessor as loss payee;and(y)liability
indebtedness or as a pledge of funds beyond Lessee's current Fiscal insurance with respect to the Products for no less than an amount as
Period. 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
6. LICENSED MATERIALS. an insured and Lessor as an additional insured. Upon Lessor's prior
written consent,Lessee may provide this insurance pursuant to Lessee's
Software means any operating system software or computer programs existing self-insurance policy or as provided for under state law. Lessee
included with the Products(collectively,"Software")."Licensed Materials" shall provide Lessor with either an annual certificate of third party
are any manuals and documents,end user license agreements,evidence insurance or a written description of its self-insurance policy or relevant
of licenses,including,without limitation,any certificate of authenticity and law, as applicable. The certificate of insurance will provide that Lessor
other media provided in connection with such Software, all as delivered shall receive at least ten (10) days prior written notice of any material
with or affixed as a label to the Products. Lessee agrees that this change to or cancellation of the insurance policy or Lessee's self-
Agreement and any Lease(including the sale of any Product pursuant to insurance program,if previously approved by Lessor. If Lessee does not
any purchase option) does not grant any title or interest in Software or give Lessor evidence of insurance in accordance with the standards
Licensed Materials. Any use of the terms "sell," "purchase," "license," herein, Lessor has the right, but not the obligation, to obtain such
"lease," and the like in this Agreement or any Schedule with respect to insurance covering Lessor's interest in the Products for the Lease Term,
Software shall be interpreted in accordance with this Section 6. including renewals. If Lessor obtains such insurance, Lessor will add a
monthly, quarterly or annual charge (as appropriate) to the Rent to
7. USE;LOCATION;INSPECTION. reimburse Lessor for the insurance premium and Lessor's then current
insurance administrative fee.
Lessee shall:(a)comply with all terms and conditions of any Licensed
Materials;and(b)possess and operate the Products only(i)in (b) If the Products are lost,stolen,destroyed,damaged beyond repair or
accordance with the Seller's supply contract and any service provider's in the event of any condemnation,confiscation,seizure or expropriation of
maintenance and operating manuals,the documentation and applicable such Products ("Casualty Products"), Lessee shall promptly (i) notify
laws;and(ii)for the business purposes of Lessee. Lessee agrees not to Lessor of the same and(ii)pay to Lessor the Stipulated Loss Value for the
move Products from the location specified in the Schedule without Casualty Products. The Stipulated Loss Value is an amount equal to the
providing Lessor with at least 30 days prior written notice,and then only sum of(a) all Rent and other amounts then due and owing (including
to a location within the continental United States and at Lessee's interest at the Overdue Rate from the due date until payment is received)
expense. Without notice to Lessor,Lessee may temporarily use laptop under the Lease, plus(b)the present value of all future Rent to become
computers at other locations,including outside the United States, due under the Lease during the remainder of the Lease Term,plus(c)the
provided Lessee complies with the United States Export Control present value of the estimated in place Fair Market Value of the Product
Administration Act of 1979 and the Export Administration Act of 1985,as at the end of the Primary Term as determined by Lessor;plus(d)all other
those Acts are amended from time to time(or any successor or similar amounts to become due and owing during the remaining Lease Term.
legislation). Provided Lessor complies with Lessee's reasonable security Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be
requirements,Lessee shall allow Lessor to inspect the premises where calculated using the federal funds rate target reported in the Wall Street
the Products are located from time to time during reasonable hours after Journal on the Commencement Date of the applicable Schedule. The
reasonable notice in order to confirm Lessee's compliance with its discount rate applicable to tax-exempt Schedules shall be federal funds
obligations under this Agreement.
Reference: Page 2 of 5
Master Lease Agreement—Public NOV2018
rate target reported in the Wall Street Journal on the Commencement Date proprietary functions consistent within the permissible scope of Lessee's
of the applicable Schedule less 100 basis points. authority;and
10. ALTERATIONS. (i) Lessee has, in accordance with the requirements of law, fully
budgeted and appropriated sufficient funds to make all Rent payments and
Lessee shall,at its expense,make such alterations to Products during the other obligations under this Agreement and any Schedule during the
Lease Term as are legally required or provided at no charge by Seller. current Fiscal Period, and such funds have not been expended for other
Lessee may make other alterations, additions or improvements to purposes.
Products provided that any alteration, addition or improvement shall be
readily removable and shall not materially impair the value or utility of the 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
Products. Upon the return of any Product to Lessor, any alteration, LIMITATION OF LIABILITY;FINANCE LEASE.
addition or improvement that is not removed by Lessee shall become the
property of Lessor free and clear of all liens and encumbrances. (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
11. REPRESENTATIONS AND WARRANTIES OF LESSEE. and any right of return provided by any Seller.
Lessee represents,warrants and covenants to Lessor and will provide to (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
Lessor at Lessor's request all documents deemed necessary or MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT
appropriate by Lessor, including Certificates of Insurance, financial LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON
statements, Secretary or Clerk Certificates, essential use information or ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE
documents(such as affidavits, notices and similar instruments in a form ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR
satisfactory to Lessor)and Opinions of Counsel(in substantially such form LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY,
as provided to Lessee by Lessor and otherwise satisfactory to Lessor)to EXPRESS,IMPLIED,OR OTHERWISE,INCLUDING,BUT NOT LIMITED
the effect that,as of the time Lessee enters into this Agreement and each TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR
Schedule that: FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES
ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE
(a) Lessee is an entity duly organized and existing under and by virtue of FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH
the authorizing statute or constitutional provisions of its state and is a state RESPECT TO ANY PRODUCTS.
or political subdivision thereof as described in Section 103(a) of the
Internal Revenue Code of 1986, as amended, and the regulations (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,
promulgated thereunder as in effect and applicable to the Agreement or SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
any Schedule,with full power and authority to enter into this Agreement ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY
and any Schedules and perform all of its obligations under the Leases; SCHEDULE OR THE SALE,LEASE OR USE OF ANY PRODUCTS EVEN
IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR
(b) This Agreement and each Schedule have been duly authorized, CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS
authenticated and delivered by Lessee by proper action of its governing OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY
board at a regularly convened meeting and attended by the requisite LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
majority of board members,or by other appropriate official authentication,
as applicable,and all requirements have been met and procedures have (d) Lessee agrees that it is the intent of both parties that each lease
occurred in order to ensure the validity and enforceability of this Agreement qualify as a statutory finance lease under Article 2A of the UCC. Lessee
against Lessee; acknowledges either (i) that Lessee has reviewed and approved any
written supply contract covering the Products purchased from the Seller
(c) This Agreement and each Schedule constitute the valid, legal and for lease to Lessee or(ii)that Lessor has informed or advised Lessee,in
binding obligations of Lessee,enforceable in accordance with their terms; writing, either previously or by this Agreement, that Lessee may have
rights under the supply contract evidencing the purchase of the Products
(d) No other approval, consent or withholding of objection is required and that Lessee should contact the Seller for a description of any such
from any federal, state or local governmental authority or instrumentality rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
with respect to the entering into or performance by Lessee of the LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES
Agreement or any Schedule and the transactions contemplated thereby; CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.
(e) Lessee has complied with such public bidding requirements and other 13. EVENTS OF DEFAULT.
state and federal laws as may be applicable to the Agreement and any
Schedule and the acquisition by Lessee of the Products; It shall be an event of default hereunder and under any Schedule("Event
of Default")if:
(f) The entering into and performance of the Agreement or any Schedule
will not (i) violate any judgment, order, law or regulation applicable to (a) Lessee fails to pay any Rent or other amounts payable under this
Lessee; (ii) result in any breach of, or constitute a default under, any Agreement or any Schedule within 15 days after the date that such
instrument to which the Lessee is a party or by which it or its assets may payment is due;
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, (b) Any representation or warranty made by Lessee to Lessor in
other than those created pursuant to this Agreement; connection with this Agreement,any Schedule or any other Document is
at the time made materially untrue or incorrect;
(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 (c) Lessee fails to comply with any other obligation or provision of this
or threatened against or affecting Lessee, nor to the best of Lessee's Agreement or any Schedule and such failure shall have continued for 30
knowledge and belief is there any basis therefor, which if determined days after notice from Lessor;
adversely to Lessee will have a material adverse effect on the ability of
Lessee to fulfill its obligations under the Agreement or any Schedule; (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
(h) The Products are essential to the proper, efficient and economic or insolvency law, or any such law is invoked against or with respect to
operation of Lessee or to the services which Lessee provides to its Lessee or its property and such petition is not dismissed within 60 days;or
citizens. Lessee expects to make immediate use of the Products,for which
it has an immediate need that is neither temporary nor expected to (e) Any provision of this Agreement ceases to be valid and binding on
diminish during the applicable Lease Term. The Products will be used for Lessee, is declared null and void, or its validity or enforceability is
the sole purpose of performing one or more of Lessee's governmental or contested by Lessee or any governmental agency or authority whereby the
loss of such provision would materially adversely affect the rights or
Reference: Page 3 of 5
Master Lease Agreement—Public NOV2018
security of Lessor,or Lessee denies any further liability or obligation under Lessor or any other person indemnified hereunder; provided, however,
this Agreement;or 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
(f) Lessee is in default under any other lease,contract,or obligation now and to approve any such resolution. Lessee shall keep Lessor informed
existing or hereafter entered into with Lessor or Seller or any assignee of at all times as to the status of the Claim.
Lessor.
17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS.
14. REMEDIES:TERMINATION
As between Lessor and Lessee,title to Products(other than any Licensed
(a) Upon an Event of Default under any Schedule all of Lessee's rights Materials) is and shall remain with Lessor. Products are considered
(including its rights to the Products), but not its obligations thereunder, personal property and Lessee shall,at Lessee's expense,keep Products
shall automatically be cancelled without notice and Lessor may exercise free and clear of liens and encumbrances of any kind(except those arising
one or more of the following remedies in its sole discretion: 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
(i) require Lessee to return any and all such Products in plates, labels,or other markings placed upon Products by Lessor, Seller
accordance with Section 8, or if requested by Lessor, to assemble the or any other supplier.
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 18. NON PERFORMANCE BY LESSEE.
where assembled)for the purpose of repossession;
If Lessee fails to perform any of its obligations hereunder or under any
(ii) sell,lease or otherwise dispose of any or all Products(as agent Schedule,Lessor shall have the right but not the obligation to effect such
and attorney-in-fact for Lessee to the extent necessary)upon such terms performance and Lessee shall promptly reimburse Lessor for all out of
and in such manner(at public or private sale)as Lessor deems advisable pocket and other reasonable expenses incurred in connection with such
in its sole discretion(a"Disposition"); performance,with interest at the Overdue Rate.
(iii) declare immediately due and payable as a pre-estimate of 19. NOTICES.
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 All notices shall be given in writing and, except for billings and
Lessee shall pay such amount to Lessor within 10 days after the date of communications in the ordinary course of business,shall be delivered by
Lessor's demand;or overnight courier service, delivered personally or sent by certified mail,
return receipt requested, and shall be effective from the date of receipt
(iv) proceed by appropriate court action either at law or in equity unless mailed, in which case the effective date will be four(4) Business
(including an action for specific performance)to enforce performance by Days after the date of mailing. Notices to Lessor by Lessee shall be sent
Lessee or recover damages associated with such Event of Default or to:Dell Financial Services L.L.C.,Attn.Legal Department,One Dell Way,
exercise any other remedy available to Lessor in law or in equity. 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
(b) Lessee shall pay all costs and expenses arising or incurred by page of this Agreement or such other mailing address designated in writing
Lessor, including reasonable attorney fees, in connection with or related by Lessee.
to an Event of Default or the repossession,transportation, re-furbishing,
storage and Disposition of any or all Products("Default Expenses"). In the 20. ASSIGNMENT.
event Lessor recovers proceeds (net of Default Expenses) from its
Disposition of the Products,Lessor shall credit such proceeds against the (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE,
owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN
deficiency. With respect to this Section,to the extent the proceeds of the CONSENT OF LESSOR (SUCH CONSENT NOT TO BE
Disposition (net of Default Expenses)exceed the Stipulated Loss Value UNREASONABLY WITHHELD). LESSOR,AT ITS SOLE DISCRETION,
owed under the Lease, or Lessee has paid Lessor the Stipulated Loss MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED
Value,the Default Expenses and all other amounts owing under the Lease, ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any
Lessee shall be entitled to such excess and shall have no further way discharge Lessee's obligations to Lessor under this Agreement or
obligations with respect to such Lease. All rights of Lessor are cumulative Schedule.
and not alternative and may be exercised by Lessor separately or together.
(b) Lessor may at any time without notice to Lessee, but subject to the
15. QUIET ENJOYMENT. rights of Lessee, transfer, assign, or grant a security interest in any
Product, this Agreement, any Schedule, or any rights and obligations
Lessor shall not interfere with Lessee's right to possession and quiet hereunder or thereunder in whole or in part. Lessee hereby consents to
enjoyment of Products during the relevant Lease Term,provided no Event such assignments, agrees to comply fully with the terms thereof, and
of Default has occurred and is continuing. Lessor represents and warrants agrees to execute and deliver promptly such acknowledgments,opinions
that as of the Commencement Date of the applicable Schedule, Lessor of counsel and other instruments reasonably requested to effect such
has the right to lease the Products to Lessee. assignment.
16. INDEMNIFICATION. (c) Subject to the foregoing,this Agreement and each Schedule shall be
binding upon and inure to the benefit of Lessor, Lessee and their
To the extent permitted by law, Lessee shall indemnify,defend and hold successors and assigns.
Lessor,its assignees,and their respective officers,directors,employees,
representatives and agents harmless from and against, all claims, 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF
liabilities, costs or expenses, including legal fees and expenses JURY TRIAL.
(collectively, "Claims"), arising from or incurred in connection with this
Agreement, any Schedule, or the selection, manufacture, possession, THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY
ownership,use,condition,or return of any Products(including Claims for LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS
personal injury or death or damage to property,and to the extent Lessee PRINCIPLES AND,TO THE EXTENT APPLICABLE,THE ELECTRONIC
is responsible,Claims related to the subsequent use or Disposition of the SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE
Products or any data in or alteration of the Products. This indemnity shall CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT
not extend to any loss caused solely by the gross negligence or willful LOCATED IN I ,AND WAIVES ANY OBJECTION TO VENUE
misconduct of Lessor. Lessee shall be responsible for the defense and IN SUCH COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY
resolution of such Claim at its expense and shall pay any amount for JURY.
resolution and all costs and damages awarded against or incurred by
Reference: Page 4 of 5
Master Lease Agreement—Public NOV2018
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
22. MISCELLANEOUS. the Document constitutes chattel paper under the Uniform Commercial
Code,the authoritative copy of the Document shall be the copy designated
(a) The headings used in this Agreement are for convenience only and by Lessor or its assignee, from time to time, as the copy available for
shall have no legal effect. This Agreement shall be interpreted without any access and review by Lessee,Lessor or its assignee. All other copies are
strict construction in favor of or against either party. deemed identified as copies of the authoritative copy. In the event of
inadvertent destruction of the authoritative copy, or corruption of the
(b) The provisions of Sections 6,8,11,12(b),12(c),12(d),16,21 and 22 authoritative copy for any reason or as the result of any cause, the
shall continue in full force and effect even after the term or expiration of authoritative copy may be restored from a backup or archive copy,and the
this Agreement or any Schedule. restored copy shall become the authoritative copy. At Lessor's option,this
electronic record may be converted into paper form. At such time, such
(c) Failure of Lessor at any time to require Lessee's performance of any paper copy will be designated or marked as the authoritative copy of the
obligation shall not affect the right to require performance of that obligation. Document.
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 EXECUTED by the undersigned on the dates set forth
and signed by a duly authorized representative of Lessor. A valid waiver
is limited to the specific situation for which it was given. below, to be effective as of the Effective Date.
(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. "Lessee"
(e) If any provision(s) of this Agreement is deemed invalid or BY:
unenforceable to any extent(other than provisions going to the essence of
this Agreement) the same shall not in any respect affect the validity, NAME:
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 TITLE:
enforceable provision approximating, to the extent possible, the original
intent of the parties.
DATE:
(f) Unless otherwise provided, all obligations hereunder shall be
performed or observed at the respective party's expense. Dell Financial Services L.L.C.
"Lessor"
(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, BY:
Lessee hereby grants to Lessor a first priority security interest in the
Products and all proceeds thereof. Lessee acknowledges that by signing NAME:
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 TITLE:
in lieu of a financing statement.
DATE:
(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.
Q) 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
Reference: Page 5 of 5
Master Lease Agreement—Public NOV2018
Dell
Financial
Services
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 1 of 3
Intern*(U00W9 i*g@[titllcate-Public
Dell
Financial
Services
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 TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED
(cannot be Clerk/Secretary SIGNATORY SIGNATORY
authenticating this certificate)
(iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that
certain Master Lease Agreement No. (the "Agreement") and any related Lease Schedules from time to time
thereunder (the "Schedules") between the Public Entity and Customer, or its assignee (collectively, "Lessor"), and all
agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and
certificates of acceptance.
(iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and
instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted
by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement,
indenture or contract to which the Public Entity is a party or by which it or any of its property is bound.
(v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called (regular or special)
meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof
held on the day of by motion duly made, seconded and carried, in accordance with all
requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all
agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized
representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related
Schedule(s)and all agreements,documents, and instruments in connection therewith and authorizing the execution thereof
has not been altered or rescinded by the Public Entity.
(vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of
Default, as defined in the Agreement, exists at the date hereof.
(vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity.
(viii) The Public Entity has,in accordance with the requirements of law,fully budgeted and appropriated sufficient
funds for the current budget year to make the Rent payments scheduled to come due during the first Fiscal Period and to
meet the Public Entity's other obligations for the first Fiscal Period, as such terms are defined in the Agreement, and such
funds have not been expended for other purposes.
Reference: Page 2 of 3
Intern*(U00W9 i*g@[titllcate-Public
(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:
Reference: Page 3 of 3
Intern*(U00W9 i*g@[titllcate-Public
Dell Financial Services
i • . • Schedule Information
Welcome to Dell Financial Services(DIFS).We look forward to establishing a long-lasting relationship with you and your team. A",
To ensure your account is setup properly in our systems please provide the information below,working with your Accounts Pay-
able team as needed.Once ready, return it to your DIFS 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 DFS Payments:
Below is the most commonly requested information by our customers to assist them in setting up their systems to successfully
remit DFS payments. If you require any other information, please contact your representative.
DFS Accounts Only
JPMorgan Chase Bank,N.A. ABA#021000021
Account#432217011
1 Chase Manhattan Plaza
MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER
New York,NY 10081 CTX+format should be first choice if it is an option
Email remittance to USDFSCASHPAYMENTS@dell.com
DFS Accounts Only
JPMorgan Chase Bank,N.A. ABA#021000021
Account#432217011
1 Chase Manhattan Plaza MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER
New York,NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com
JPM Swift Code for international wires only:CHASUS33
Dell Financial Services L.L.C.Payment Processing Center PO Box 6549
Federal Tax ID#74-2825828 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 Certificate)
Attention: Title:
Telephone Number: Email Address:
Would you prefer to sign your documents electronically via Echosign? ❑ Yes ❑ No(not available to Public entities)
Do any of the following criteria need to appear on your schedule?*
❑ Cost Center ❑ Equipment Type ❑ Equipment Location ❑ PO Number
Invoices will follow the format of the schedule and include a breakout of the items above if requested.
IV. Purchase Orders:
Your PO should be issued to Dell Financial Services L.L.C.
If you are unable to issue purchase orders to DFS please specify how the PO Number will be issued:
Do you utilize blanket PO Numbers? ❑Yes ❑ No
Do you use a different PO Number for payment versus procurement? ❑ Yes ❑ No
Is PO fulfillment required for scheduling? ❑Yes ❑ No
DFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements,
please contact your DFS Sales representative.
Is board approval necessary? ❑Yes ❑No If yes,when are meetings held?
Fiscal Year is from to
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:
Email Address for PDF or Electronic Invoices(if different than AP contact):
VI. Invoice Preferences (choose one from each category):
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(uses) ❑ 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
Note:the typical invoice processing time is 30 days. If you require more time, please contact your DFS Sales Representative.
VII. Taxes and Fees:
Is your company/entity tax exempt? ❑Yes ❑ No
If not exempt,do you intend to finance upfront tax(if applicable)on the schedules(contracts)? ❑Yes ❑ No
Personal Property Tax(PPT): ❑Rebill Annually ❑ Monthly Property Management Fee
California Environmental Fee: Do you intend to finance the California Environmental Fee, if applicable? ❑Yes ❑ No
Do you intend to finance shipping by adding shipping costs for the products to your schedule? ❑Yes ❑ No
VIII. Additional Tax Information:
Sales/Use Tax Exemption: Please provide your tax exemption or direct pay certificate to both DFS and the product vendor. Certif-
icates intended for Leases should be issued to Dell Financial Services L.L.C.,and those for Loans should be issued to the product
vendor.Where required,sales/use taxes will be assessed and invoiced to DFS by the vendor.
Note: If tax exempt,a valid Tax Exemption or Direct Pay Certificate must be provided for each state in which the products are located.
Tax Exempt Certificate Requirements:
• Address to Dell Financial Services
• Should coincide with the date the schedule is signed
• List a description of the items;computer hardware/software is generally sufficient
• Signed by an authorized employee/owner
The following are not acceptable forms of Tax Exemption Certificates:
• IRS letter declaring the company as a non-profit(501-C)entity*
• CA letter exempting a company from Franchise and Income Tax
• W-9 form
• State registration certificates
*Mississippi is the only state that accepts the IRS letter as an acceptable exemption certificate
Business Personal Property Tax:Tangible business personal property is taxable in most states. In general,the definition of tan-
gible property is personal property that can be seen,weighed, measured,felt,or otherwise perceived by the senses but does not
include a document that constitutes evidence of a valuable interest, claim,or right and has negligible or no intrinsic value.
Dell
Dell
Financial
Lease Schedules:
Fair Market Value Lease
$1 Out Purchase Option Lease
Tax Exempt Lease Purchase Lease
Dell Flex Lease Purchase
PCaaS Schedule
Software Schedule
Proprietary to Dell Financial Services, LLC
[Customer Name]
TRUE LEASE SCHEDULE NO.
MASTER LEASE AGREEMENT NO.
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND
("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in
this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER:
Product Product Lessee Purchase Rent* Primary Term Commencement
Description Location Order No. Mos. 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 1 of 2
Master Lease Schedule FMV-Public
Internal Use-Confidential
MASTER LEASE AGREEMENT SCHEDULE NO.
(b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market
Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT
WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.The Fair Market Value
purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the
Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable
judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the
Expiration Date and, upon Lessee's request, and within ten (10)days after receipt of Lessee's notice, Lessor shall appoint
a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined
by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally.
(c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule
describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule
and the Agreement shall remain in full force and effect.
(d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or
purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to-
month basis at the Rent in effect on the Expiration Date (prorated on a monthly basis if the Payment Period was other than
monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written
notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30
days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the
End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as
specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the
Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior
sentence.
3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the
Products from time to time if necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding
any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document.To the extent(if any)that the Document constitutes chattel
paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor
or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other
copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative
copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be
restored from a backup or archive copy, and the restored copy shall become the authoritative copy.At Lessor's option,this
electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the
authoritative copy of the Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibit"A".
DELL FINANCIAL SERVICES L.L.C.
"Lessee" "Lessor"
By: By:
Name: Name:
Title: Title:
Date: Date:
Reference: Page 2 of 2
1 nterrMPFJi*L�.3 W4tftole FMV-Public
LEASE PURCHASE SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND
("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in
this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER:
Product Product Lessee Purchase Primary Term Commencement
Description Location Order No. Mos. Date*
See Exhibit'A' See Exhibit'A'
Rent is payable: in
Payment Period:
*The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the
terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the
Commencement Date, as such date is finally determined.
LEASE PURCHASE PROVISIONS
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION.
Insert as a new last sentence to subsection (a)the following:
"For the purposes of this Schedule, the Rent and Purchase Price (as of the applicable Purchase Date) are shown in the
chart below or on Exhibit"B", attached to and made a part hereof.
Payment Number Purchase Date Rent Interest Portion Principal Portion Purchase Price
See Exhibit'B'
2. PURCHASE OPTION.
Provided that no Event of Default has occurred and is continuing, and at least 60 days but no more than 180 days before
the purchase date("Purchase Date")selected by Lessee, Lessee will give irrevocable written notice to Lessor of its intention
to:
(i) purchase the Products for$1.00 at the end of the Primary Term;
(ii) purchase the Products at the Purchase Price as stated in Paragraph (i)above or as listed on Exhibit B, so long as
all other amounts due on the Purchase Date have been paid in full; or
(iii) return the Products in accordance with the Agreement for a fee agreed upon by both parties.
Reference: Page 1 of 2
Master Lease Schedule 1 Out Public
Internal Use-Confidential
Upon satisfaction by Lessee of such conditions, Lessee shall be entitled to Lessor's interest in the Products,AS IS,WHERE
IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR,
INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor.
As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest
in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests,
liens or encumbrances whatsoever.
3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the
Products from time to time as necessary.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibits"A"and "B".
DELL FINANCIAL SERVICES L.L.C.
"Lessee" "Lessor"
By: By:
Name: Name:
Title: Title:
Date: Date:
Reference: Page 2 of 2
Master Lease Schedule 1 Out Public
Internal Use-Confidential
Dell
Financial
Services
LEASE PURCHASE SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND
("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in
this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER:
Product Product Lessee Purchase Primary Term Commencement
Description Location Order No. N-0-S-1 Date
See Exhibit'A' See Exhibit'A'
Rent is payable: in
Payment Period:
LEASE PURCHASE PROVISIONS
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION.
Insert as a new last sentence to subsection (a)the following:
"For the purposes of this Schedule,the Rent, as well as the principal and interest portions of each Rent payment are shown
in the chart provided on Exhibit"B", attached to and made a part hereof.
2. SECTION 11. REPRESENTATIONS AND WARRANTIES OF LESSEE.
For purposes of this Schedule, add paragraphs Q)through (t)as follows:
"(j) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited
to, the execution and delivery to Lessor of information statements requested by Lessor;
(k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any
transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond
within the meaning of Section 141 of the Code;
(1)The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in
this Schedule; :
(m)The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence
such Schedule;
(n)The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid,within one year
from the date hereof;
(o) No fund or account which secures or otherwise relates to the Rent has been established;
Reference: Page 1 of 3
Master Lease Schedule TELP
(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity
or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such
disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes;
(q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as
may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or
8038-GC, as required under the Code;
(r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the
general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that
all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is
made;
(s)To the best of Lessee's knowledge, information and belief, the above expectations are reasonable; and
(t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148
thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of
Rent from gross income for purposes of federal income taxation.
Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule
by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all
payments owing under such Schedule,to Dell Equipment Funding L.P. ("DEF")pursuant to a purchase agreement between
the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept,
a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a)of
the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any
and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same
address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments
to a different address or payee."
TO THE EXTENT PERMITTED BY LAW,AND IN ADDITION TO LESSEE'S OBLIGATION UNDER SECTION 16 OF THE
AGREEMENT AND ANY AMENDMENTS THERETO, LESSEE HEREBY ASSUMES LIABILITY FOR,AND SHALL PAY
WHEN DUE, AND SHALL DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL
LIABILITIES, LOSSES, DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES)
RELATING TO OR ARISING OUT OF LESSEE'S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR
COVENANTS CONTAINED IN SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN.
3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY;
FINANCE LEASE.
For purposes of this Schedule, delete "FINANCE LEASE" in the title of this Section and delete the first and last sentences
of paragraph (d).
4. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
Insert at the end of this paragraph the following: "Notwithstanding the first sentence of this Section, upon Lessee's
acceptance of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under
the Agreement; provided that,upon an Event of Default or any termination of this Schedule,other than by Lessee's purchase
of the Products, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee
shall immediately surrender possession of the Products to Lessor.Any such transfer of title shall occur automatically without
the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute
and deliver any such instruments as Lessor may request to evidence such transfer.
5. PURCHASE OPTION.
Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein
by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR
RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF
Reference: Page 2 of 3
Master Lease Schedule TELP
Internal Use-Confidential
DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than
the absence of any liens by, through or under Lessor.
As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest
in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests,
liens or encumbrances whatsoever.
6. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the
Products from time to time as necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding
any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel
paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor
or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other
copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative
copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be
restored from a backup or archive copy,and the restored copy shall become the authoritative copy. At Lessor's option,this
electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the
authoritative copy of the Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibits"A"and "B".
DELL FINANCIAL SERVICES L.L.C.
"Lessee" "Lessor"
By: By:
Name: Name:
Title: Title:
Date: Date:
Reference: Page 3 of 3
Master Lease Schedule TELP
Dell
Financial
Services
DELL FLEX LEASE PURCHASE SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND
("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in
this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER:
Product Product Lessee Purchase Primary Term Commencement
Description Location Order No. Mos. Date*
See Exhibit'A' See Exhibit'A'
Rent is payable: in
Payment Period:
*The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the
terms in the Agreement.
LEASE PURCHASE PROVISIONS
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION.
Insert as a new last sentence to subsection (a)the following:
"For the purposes of this Schedule,the Rent, as well as the principal and interest portions of each Rent payment are shown
in the chart provided on Exhibit"B", attached to and made a part hereof.
Add as a new last sentence to subsection (b)the following:
"Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales,
use and property taxes."
2. SECTION 3.TERM.
Insert as a new second paragraph the following:
"TECHNOLOGY REFRESH WITH NEW FINANCING OPTION. Provided no Event of Default has occurred or is continuing
under this Schedule and the Agreement, Lessee may exercise the following technology refresh option ("Tech Refresh
Option")by delivering to Lessor an irrevocable written election notice to exercise the Tech Refresh Option at least 120 days
prior to the expiration of the Primary Term and by completing all of the following on or before the beginning of the last month
of the Primary Term (the"Tech Refresh Date"):
(i) Lessee returns all (but not less than all) of the Products on this Schedule ("Original Products") to Lessor in the
same manner as described in the Agreement; and
(ii) Lessee enters into a new Schedule under the Agreement (the "New Lease") with a primary term of at least 24
months for new equipment("New Products")which are, as determined by Lessor,of the same manufacture,type
and quality as the Original Products and which have a Total Product Cost that is at least 75%of the Total Product
Cost of the Original Products.
When Lessee completely fulfills the terms and conditions of the Tech Refresh option and has made all payments and
performed all other obligations under the Schedule and the Agreement, then this Schedule shall terminate and, except as
Reference: Page 1 of 3
Master Lease Schedule DellFlex Option
provided in the Agreement, Lessee shall be relieved of all obligations under this Schedule. Notwithstanding the election by
Lessee of the Tech Refresh Option, the Schedule and Agreement shall remain in full force and effect and if the terms and
condition of the Tech Refresh Option are not fulfilled before the Tech Refresh Date, the Tech Refresh Option shall be null
and void and Lessee shall pay the final Rent payment due on the Tech Refresh Date.
3. SECTION 11. REPRESENTATIONS,WARRANTIES AND COVENANTS OF LESSEE.
For purposes of this Schedule, add paragraphs Q)through (t)as follows:
"Q) Lessee will comply with the information reporting requirements of Section 149(e)of the Code, including but not limited
to, the execution (and delivery to Lessor)of information statements requested by Lessor;
(k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any
transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond
within the meaning of Section 141 of the Code;
(1) The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed
in this Schedule;
(m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence
such Schedule;
(n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one
year from the date hereof;
(o) No fund or account which secures or otherwise relates to the Rent has been established;
(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity
or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such
disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes;
(q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation,
as may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or
8038-GC, as required under the Code;
(r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the
general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that
all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is
made;
(s) To the best of our knowledge, information and belief, the above expectations are reasonable; and
(t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148
thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of
Rent from gross income for purposes of federal income taxation.
Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule
by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all
payments owing under such Schedule,to Dell Equipment Funding L.P. ("DEF")pursuant to a purchase agreement between
the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept,
a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a)of
the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any
and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same
address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments
to a different address or payee."
4. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY;
FINANCE LEASE.
For purposes of this Schedule, delete"FINANCE LEASE" in the title of this Section and delete paragraph (d).
5. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
Reference: Page 2 of 3
Master Lease Schedule DellFlex Option
Insert at the end of this paragraph the following:
"If Lessee has not terminated the Lease in accordance with Section 5 of the Agreement and no Event of Default has occurred
and is continuing, then upon payment of all Rent and other amounts due under this Schedule and the Agreement, at the
end of the Lease Term, Lessee is entitled to Lessor's interest in the Products "AS IS, WHERE IS,"without any warranty or
representation by Lessor, express or implied, other than the absence of any liens by, through or under Lessor. Lessee will
deliver to Lessor documents reasonably requested by Lessor to give public notice of Lessor's interest in the Products."
6. PURCHASE OPTION.
Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein
by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR
RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF
DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than
the absence of any liens by, through or under Lessor.
As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest
in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests,
liens or encumbrances whatsoever.
7. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the
Products from time to time as necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding
any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel
paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor
or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other
copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative
copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be
restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option,this
electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the
authoritative copy of the Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibits"A"and "B".
DELL FINANCIAL SERVICES L.L.C.
"Lessee" "Lessor"
By: By:
Name: Name:
Title: Title:
Date: Date:
Reference: Page 3 of 3
Master Lease Schedule DellFlex Option
[LESSEE LEGAL NAME]
PC as a SERVICE
MASTER AGREEMENT SCHEDULE NO.
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER AGREEMENT NO.
("Agreement") DATED , 20_ BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND
("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this
Schedule and in the Agreement,the Products described below. Any capitalized term used herein and not defined herein shall have
the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit A attached to and made a part hereof.
PRODUCT SELLER: Dell Marketing LP,One Dell Way,Round Rock,TX 78682
Description Number of Seats Per Seat Fee Rent
[Example: Equipment and Soft Cost Items set forth [Example: 1,000] [Example: [Example:$50,000]
in Dell Quote#1234561 $50.00
Total: $
Total Product Acquisition Cost: $
Primary Term:
Rent is payable: in advance;in arrears[specify]
Payment Period: Monthly Quarterly
Pro-rated Rent: does not apply
" Lessee is responsible for applicable taxes,shipping and other amounts as described in the Agreement, and,with the first payment 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.
For the purposes of this Schedule:a"Seat"means a unit of Equipment and the Soft Cost Items linked with that unit.
Flexible Consumption Terms:
Provided that no Event of Default has occurred and is continuing,Lessee may give irrevocable written notice to Lessor of its intention
to exercise one of the following three options: Flex Up; Flex Down;or a combination of Flex Up and Flex Down.
Flex Up
At any time during the Primary Term, Lessee may add additional Seats at any time by executing a new Schedule (subject to
credit and pricing approval).
Flex Down
Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is
continuing, Lessee may remove up to %of the Seats by providing at least 90 days' notice to Lessor with such notice listing
the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the
Seat,then the removal of the Seat will be at no additional cost to the Lessee. Otherwise, Lessee is responsible for the costs of
returning the Seat in accordance with the Agreement. Upon Lessor's receipt of the Seat, Lessee's Rent over the remainder of
the Primary Term will be lowered to reflect the Seats received.
Combination
Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is
continuing,Customer may add additional Seats at any time by executing a new Schedule(subject to credit and pricing approval)
Page 1 of 2 PCaaS Schedule 9.15.2017
Internal Use-Confidential
MASTER LEASE AGREEMENT SCHEDULE NO.
while at the same time removing up to_%of the Seats by providing at least 90 days'notice to Lessor with such notice listing
the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the
Seat,then the removal of the Seat will be at no additional cost to the Lessee. Otherwise,Customer is responsible for the costs
of returning the Seat in accordance with the Agreement. Upon Lessor's receipt of the Seat, Lessee's Rent over the remainder
of the Primary Term will be lowered to reflect the Seats received.
Extension Option
Provided that no Event of Default has occurred and is continuing, Lessee has two options upon giving notice at least 30 days prior
to the expiration of the Primary Term:(1)renew the Schedule for a mutually agreeable term,or(2)renew the Schedule on a month-
to-month basis,terminable upon 30 days notice from either party to the other.For both Renewal Terms,the Rent shall be the same
as the Rent during the Initial Term.
Holdover Period
If the Lessee has contracted with Dell for asset return services for a Seat,then Lessee is not liable for any amount beyond the
Base Term unless Lessee has exercised the above Extension Option or, through its actions or inactions, prevented Dell from
retrieving the Seat.Where Lessee prevented Dell from retrieving the Seat or has not contracted with Dell for asset return services
for a Seat, then in the event Lessee has not returned the Seat in accordance with the Agreement, the Term will automatically
extend for successive one-month terms in which case Lessee will pay Lessor the same Rent as during the Initial Term. Such
one-month terms will continue until Lessor's receipt of the Seat.
COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time
to time as necessary.
If Lessee delivers this signed Schedule,any amendment or other document related to this Schedule or the Master Lease(each
a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee
agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from
Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to
Lessor as an e-mail attachment,facsimile transmission or by U.S.mail,Lessee acknowledges that Lessor is relying on Lessee's
representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the
contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the
Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to
be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial
Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee,from time to time, as the
copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the
authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for
any reason or as the result of any cause,the authoritative copy may be restored from a backup or archive copy,and the restored
copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form.At such
time,such paper copy will be designated or marked as the authoritative copy of the Document.
By signing below,each of the parties hereto agrees to be bound by the terms of the Agreement,this Schedule and the attached
Exhibit A.
[LESSEE LEGAL NAME] DELL FINANCIAL SERVICES L.L.C.
(Lessee) (Lessor)
By: By:
(Authorized Signature) (Authorized Signature)
(Name/Title) (Name/Title)
(Date) (Date)
Page 2 of 2 PCaaS Schedule 9.15.2017
Internal Use-Confidential
o :
LEASE PURCHASE SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
(SOFTWARE AND/OR MAINTENANCE ONLY FINANCING SCHEDULE)
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. and any amendments, if applicable ("Agreement") DATED BETWEEN DELL
FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in
this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER:
Product Product Lessee Purchase Rent* Primary Term Commencement
Description Location Order No. Mos. Date
See Exhibit'A' See Exhibit'A'
Total Product Acquisition Cost:
Rent is payable: in
Interest Rate:
Payment Period:
*Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first
payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit"A".
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION:
Insert as a new last sentence to subsection (a)the following:
"For the purposes of this Schedule,the Rent, as well as the principal and interest comprising the Rent, and Purchase Price
as of the applicable Purchase Date are shown in the chart on Exhibit"B", attached to and made a part hereof.
2. NATURE OF SCHEDULE. Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement
providing for the repayment of a lease purchase in the amount of the Lessor's Basis (as defined below)made by Lessor to
Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above
and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments
of principal and interest on such lease purchase.
3. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND RELATED SERVICES. The Products covered by this
Schedule consist exclusively of the Software identified on Exhibit A; that Lessee hereby acknowledges has been delivered,
installed, and accepted by Lessee. Lessee and Lessor agree that(i)any language in the Agreement pertaining to Lessor's
ownership of the Products and (ii)the following sections of the Agreement shall not apply to this Schedule: 8 (Return); 10
(Alterations); 14(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of the Products
consisting of Software licenses that would violate the underlying license agreement); and, 17 (Ownership; Liens and
Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of
the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5
(Appropriation of Funds); 6 (Licensed Materials); 12 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability;
Reference: Page 1 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 2 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".
DELL FINANCIAL SERVICES L.L.C.
"Lessee" "Lessor"
By: By:
Name: Name:
Title: Title:
Date: Date:
Reference: Page 3 of 3
Master Lease Schedule Software Only-Public
Dell Customer Communication-Confidential
Dell
Financial
Ancillary Documents:
Validity Opinion
Red Book Bond Tax Opinion (Tax Exempt
Leases over 5M)
8038 G
8038 GC
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.
Reference: Page 1 of 1
Validity Opinion Letter-Public
Internal Use-Confidential
Dell Customer Communication-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;
0) Lessee's obligation(s) under the Agreement is/are a State or local bond within the meaning of
DES Public Tax-Exempt LP Opinion Lettec.012208
Dell Customer Communication-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
(1) 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.
DFS Public Ta E—pt LP Opinion Letter.012208
Form 8038-G Information Return for Tax-Exempt Governmental Bonds
(Rev.October2021) ' Under Internal Revenue Code section 149(e)
' See separate instructions. OMB No.1545-0047
Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC.
Internal Revenue Service 'Go to wwwJrs.gov/F8038G for instructions and the latest information.
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
]� Tylpe of Issue Enter the issue rice. See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► 18
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................................................► ❑
Description of Bonds. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 $ $ years %
Uses of Proceeds of Bond Issue(including underwriters'discount
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column (b)) . . . . . . . 23
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27
28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30
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
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC).See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
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 . . . . . . . . . . . . . . . . . . . . . . . . 37
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........................I- ❑
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 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.
and
Consent
' 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 self-employed
Use Only Firm's name ► Firm's EIN►
Firm's address► Phone no.
Form 8038-G (Rev. 10-2021)
Form 8038-GC Information Return for Small Tax-Exempt
Governmental Bond Issues, Leases, and Installment Sales
(Rev.October 2021) ► Under Internal Revenue Code section 149(e) OMB No.1545-0047
Department of the Treasury Caution:If the issue price of the issue is$100,000 or more, use Form 8038-G.
Internal Revenue Service ►Go to www.irs.gov/Form8038GC for instructions and the latest information.
Off i9ir 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
EM Description of Obligations Check one box: ❑ Single issue ❑ Consolidated return
8a Issue price of obligation(s)(see instructions) . . . . . . . . . . . . . . . . . . . 8a
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 . . . . . . . . . . . . . . . . . . . . . . . . . . 9a
b For leases for office equipment. . . . . . . . . . . . . . . . . . . . . . . . 9b
c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . . 9c
d For leases for other(see instructions) . . . . . . . . . . . . . . . . . . . . . . 9d
e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . 9e
f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . . 9f
g For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . . 9g
h For bank loans for other(see instructions) . . . . . . . . . . . . . . . . . . . . 9h
i Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . . 9i
j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) 9j
k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k
10 If the issuer has designated any issue under section 265(b)(3)(13)(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:
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
Sinature 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
g 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 Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer self-employed
Use Only Firm's name► Firm's EIN►
Firm's address I Phone no.
Future Developments Who Must File pay a penalty in lieu of arbitrage rebate.See
For the latest information about developments Issuers of tax-exempt governmental the instructions for line 11,later.
related to Form 8038-GC and its instructions, obligations with issue prices of less than Filing a consolidated return for multiple
such as legislation enacted after they were $100,000 must file Form 8038-GC. issues.For all tax-exempt governmental
published,go to www.irs.gov/Form8038GC. Issuers of atax-exempt governmental obligations with issue prices of less than
obligation with an issue price of$100,000 or Form 00 that aren't reported must
a separate
General Instructions more must file Form 8038-G, Information Form 80ated in an issuer must file a
Return for Tax-Exempt Governmental Bonds. consolidated information return including all
Section references are to the Internal Revenue p such issues issued within the calendar year.
Code unless otherwise noted. Filing a separate return for a single issue. Thus,an issuer may file a separate Form
Issuers have the option to file a separate 8038-GC for each of a number of small issues
Purpose of Form Form 8038-GC for any tax-exempt
governmental obligation with an issue rice of and report the remainder of small issues
Form 8038-GC is used by the issuers of tax- 9 9 p issued during the calendar year on one
exempt governmental obligations to provide less than$100,000. consolidated Form 8038-GC. However,if the
the IRS with the information required by An issuer of a tax-exempt bond used to issue is a construction issue,a separate Form
section 149(e)and to monitor the finance construction expenditures must file a 8038-GC must be filed to give the IRS notice
requirements of sections 141 through 150. separate Form 8038-GC for each issue to give of the election to pay a penalty in lieu of
notice to the IRS that an election was made to arbitrage rebate.
For Paperwork Reduction Act Notice,see instructions. Cat.No.64108E Form 8038-GC (Rev.10-2021)
Form 8038-GC(Rev.10-2021) Page 2
When TO File Definitions Construction issue.This is an issue of tax-
To file a separate return for a single issue,file Obligations.This refers to a single tax- exempt bonds that meets both of the
Form 8038-GC on or before the 15th day of exempt governmental obligation if Form following conditions:
the 2nd calendar month after the close of the 8038-GC is used for separate reporting or to 1.At least 75%of the available
calendar quarter in which the issue is issued. multiple tax-exempt governmental obligations construction proceeds of the issue are to be
To file a consolidated return for multiple if the form is used for consolidated reporting. used for construction expenditures with
issues,file Form 8038-GC on or before Tax-exempt obligation.This is any obligation respect to property to be owned by a
February 15 of the calendar year following the including a bond,installment purchase governmental unit or a 501(c)(3)organization,
year in which the issue is issued. agreement,or financial lease on which the and
Late filing.An issuer may be granted an interest is excluded from income under 2.All of the bonds that are part of the issue
extension of time to file Form 8038-GC under section 103. are qualified 501(c)(3)bonds,bonds that
section 3 of Rev.Proc.2002-48,2002-37 Tax-exempt governmental obligation.A aren't private activity bonds,or private activity
r
I.R.B.531,if it is determined that the failure to tax-exempt obligation that isn't a private bonds issued to finance property to owned
file on time isn't due to willful neglect.Write at activity bond(see below)is a tax-exempt o a governmental unit or a 501(c)(3)
the top of the form,"Request for Relief under governmental obligation.This includes a bond organization.
section 3 of Rev.Proc.2002-48."Attach to issued by a qualified volunteer fire department In lieu of rebating any arbitrage that may be
the Form 8038-GC a letter briefly stating why under section 150(e). owed to the United States,the issuer of a
the form wasn't submitted to the IRS on time. Private activity bond. This includes an construction issue may make an irrevocable
Also,indicate whether the obligation in election to pay a penalty.The penalty is equal
g obligation issued as part of an issue in which:
question is under examination by the IRS. to 1-1/2%of the amount of construction
•More than 10%of the proceeds are to be proceeds that do not meet certain spending
Don't submit copies of any bond documents, used for an private activity business use,and requirements.See section 148 f 4 C and he
leases,or installment sale documents.See y p y q ()( )( )
Where To File next. -More than 10%of the payment of principal Instructions for Form 8038-T.
or interest of the issue is either(a)secured by
Where To File an interest in property to be used for a private Specific Instructions
File Form 8038-GC and any attachments at business use(or payments for such property) In general,a Form 8038-GC must be
the followingaddress. or(b)to be derived from payments for
property(or borrowed money)used for a completed on the basis of available
Department of the Treasury private business use information and reasonable expectations as of
.
Internal Revenue Service Center the date of issue.However,forms that are
Ogden,UT 84201 It also includes a bond,the proceeds of filed on a consolidated basis may be
Private delivery services(PDS).You can use which(a)are to be used to make or finance completed on the basis of information readily
certain PDS designated the IRS to meet loans(other than loans described in section available to the issuer at the close of the
the"timely mailing as timely filing/paying"rule 141(c)(2))to persons other than governmental calendar year to which the form relates,
for tax returns and payments.These PDS units and(b)exceeds the lesser of 5/o of the supplemented by estimates made in good
include only the following: proceeds or$5 million. faith.
•DHL Express(DHL):DHL Same Day Service. Issue.Generally,obligations are treated Part I—Reporting Authority
part of the same issue only if they are issued
•Federal Express(FedEx):FedEx Priority by the same issuer,on the same date,and as Amended return.An issuer may file an
Overnight,FedEx Standard Overnight,FedEx part of a single transaction,or a series of amended return to change or add to the
2Day,FedEx International Priority,and FedEx related transactions. However,obligations information reported on a previously filed
International First. issued during the same calendar year(a) return for the same date of issue.If you are
•United Parcel Service(UPS):UPS Next Day under a loan agreement under which amounts filing to correct errors or change a previously
Air,UPS Next Day Air Saver,UPS 2nd Day are to be advanced periodically(a"draw- filed return,check the Amended Return box in
Air,UPS 2nd Day Air A.M.,UPS Worldwide down loan")or(b)with a term not exceeding the heading of the form.
Express Plus,and UPS Worldwide Express. 270 days,may be treated as part of the same The amended return must provide all the
The PDS can tell you how to get written issue if the obligations are equally and ratably information reported on the original return,in
proof of the mailing date. secured under a single indenture or loan addition to the new corrected information.
agreement and are issued under a common Attach an explanation of the reason for the
Other Forms That May Be financing arrangement(for example,under the amended return and write across the top
Required same official statement periodically updated "Amended Return Explanation."
q to reflect changing factual circumstances).
For rebating arbitrage(or paying a penalty in Also,for obligations issued under a draw- Line 1.The issuer's name is the name of the
lieu of arbitrage rebate)to the federal down loan that meets the requirements of the entity issuing the obligations,not the name of
government,use Form 8038-T,Arbitrage preceding sentence,obligations issued during the entity receiving the benefit of the
Rebate,Yield Reduction and Penalty in Lieu different calendar years may be treated as financing.In the case of a lease or installment
of Arbitrage Rebate.For private activity part of the same issue if all of the amounts to sale,the issuer is the lessee or purchaser.
bonds,use Form 8038, Information Return for be advanced under the draw-down loan are Line 2.An issuer that doesn't have an
Tax-Exempt Private Activity Bond Issues. reasonably expected to be advanced within 3 employer identification number(EIN)should
For a tax-exempt governmental obligation years of the date of issue of the first apply for one online by visiting the IRS
with an issue price of$100,000 or more,use obligation.Likewise,obligations(other than website at www.irs.gov/EIN.The organization
Form 8038-G. private activity bonds)issued under a single may also apply for an EIN by faxing or mailing
agreement that is in the form of a lease or Form SS-4 to the IRS.
Rounding to Whole Dollars installment sale may be treated as part of the Lines 3 and 4.Enter the issuer's address or
You may show the money items on this return same issue if all of the property covered by the address of the designated contact person
as whole-dollar amounts.To do so,drop any that agreement is reasonably expected to be listed on line 6.If the issuer wishes to use its
amount less than 50 cents and increase any delivered within 3 years of the date of issue of own address and the issuer receives its mail
the first obligation. in care of a third art authorized
amount from 50 to 99 cents to the next higher party
dollar.For example,$1.49 becomes$1 and Arbitrage rebate.Generally,interest on a representative(such as an accountant or
$2.50 becomes$3.If two or more amounts state or local bond isn't tax-exempt unless attorney),enter on the street address line
must be added to figure the amount to enter the issuer of the bond rebates to the United "C/O"followed by the third party's name and
on a line,include cents when adding the States arbitrage profits earned from investing street address or P.O.box. Include the suite,
amounts and round off only the total. proceeds of the bond in higher yielding room,or other unit number after the street
nonpurpose investments.See section 148(f). 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 purchase.For line 9d,enter the type of item Paid Preparer
P.O.box,show the box number instead of the that is leased.For lines 9e through 9h,enter If an authorized representative of the issuer
street address. If a change in address occurs the amount on the appropriate line that filled in its return,the paid preparers space
after the return is filed,use Form 8822, represents a bank loan.For line 9h,enter the should remain blank.Anyone who prepares
Change of Address,to notify the IRS of the type of bank loan. the return but does not charge the
new address. Lines 9i and 9j.For line 9i,enter the amount organization shouldn't sign the return.Certain
Note:The address entered on lines 3 and 4 is of the proceeds that will be used to pay others who prepare the return shouldn't sign.
the address the IRS will use for all written principal,interest,or call premium on any For example,a regular,full-time employee of
communications regarding the processing of other issue of bonds, including proceeds that the issuer,such as a clerk,secretary,etc.,
this return,including any notices.By will be used to fund an escrow account for shouldn't sign.
authorizing a person other than an authorized this purpose.Several lines may apply to a Generally,anyone who is paid to prepare a
officer or other employee of the issuer to particular obligation.For example,report on return must sign it and fill in the other blanks
communicate with the IRS and whom the IRS lines 9i and 9j obligations used to refund prior in the Paid Preparer Use Only area of the
may contact about this return,the issuer issues which represent loans from the return.A paid prepares cannot use a social
authorizes the IRS to communicate directly proceeds of another tax-exempt obligation. security number in the Paid Preparer Use Only
with the individual listed on line 6,whose Line 9k.Enter on line 9k the amount on line box.The paid preparer must use a preparer
address is entered on lines 3 and 4 and 8a that doesn't represent an obligation tax identification number(PTIN).If the paid
consents to disclose the issuer's return described on lines 9a through 9j. preparer is self-employed, the preparer
information to that individual,as necessary,to
process this return. Line 10.Check this box if the issuer has should enter his or her address in the box.
designated any issue as a"small issuer The paid preparer must:
Line 5.This line is for IRS use only.Don't exception" under section 265(b)(3)(13)(i)(III).
make any entries in this box. -Sign the return in the space provided for the
Line 11.Check this box if the issue is a preparer's signature,and
Part ll—Description of Obligations construction issue and an irrevocable election .Give a copy of the return to the issuer.
Check the appropriate box designating this as to pay a penalty in lieu of arbitrage rebate has
a return on a single issue basis or a been made on or before the date the bonds Paperwork Reduction Act Notice
consolidated return basis. were issued.The penalty is payable with a p
Form 8038-T for each 6-month period after We ask for the information on this form to
Line 8a.The issue price of obligations is the date the bonds are issued.Don't make carry out the Internal Revenue laws of the
generally determined under Regulations any payment of penalty in lieu of rebate with United States.You are required to give us the
section 1.148-1(b).Thus,when issued for Form 8038-GC.See Rev.Proc.92-22, information.We need it to ensure that you are
cash,the issue price is the price at which a 1992-1 C.B.736,for rules regarding the complying with these laws.
substantial amount of the obligations are sold "election document." You are not required to provide the
to the public.To determine the issue price of Line 12.Enter the name of the vendor or bank information requested on a form that is
an obligation issued for property,see sections who is a party to the installment purchase subject to the Paperwork Reduction Act
1273 and 1274 and the related regulations. agreement,loan,or financial lease.If there are unless the form displays a valid OMB control
Line 8b.For a single issue,enter the date of multiple vendors or banks,the issuer should number. Books or records relating to a form
issue(for example,03/15/2020 for a single attach a schedule. or its instructions must be retained as long as
issue issued on March 15,2020),generally Line 13.Enter the employer identification their contents may become material in the
the date on which the issuer physically number of the vendor or bank who is a party administration of any Internal Revenue law.
exchanges the bonds that are part of the to the installment purchase agreement,loan, Generally,tax returns and return information
issue for the underwriter's(or other or financial lease.If there are multiple vendors are confidential,as required by section 6103.
purchaser's)funds;for a lease or installment or banks,the issuer should attach a schedule. The time needed to complete and file this
sale,enter the date interest starts to accrue.
For issues reported on a consolidated basis, form will vary depending on individual
Signature and Consent circumstances.The estimated burden for tax
enter the first day of the calendar year during
which the obligations were issued(for An authorized representative of the issuer exempt organizations filing this form is
example,for calendar year 2020,enter must sign Form 8038-GC and any applicable approved under OMB control number
01/01/2020). certification.Also,write the name and title of 1545-0047 and is included in the estimates
Lines 9a through 9h.Complete this section if the person signing Form 8038-GC.The shown in the instructions for their information
property other than cash is exchanged for the authorized representative of the issuer signing return.
obligation,for example,acquiring a police car, this form must have the authority to consent If you have suggestions for making this
ruck,or telephone equipment through a to the disclosure of the issuer's return form simpler,we would be happy to hear from
a fire t i
series truck,
monthly payments. This type of information,as necessary to process this you.You can send us comments through
return,to the person(s)that has been www.irs.gov/FonnComments.Or you can
obligation is sometimes referred to as a designated in this form. write to:
"municipal lease.")Also,complete this section
if real property is directly acquired in Note:If the issuer authorizes on line 6 the IRS Internal Revenue Service
exchange for an obligation to make periodic to communicate with a person other than an Tax Forms and Publications
payments of interest and principal. officer or other employee of the issuer(such 1111 Constitution Ave.NW,IR-6526
authorization shall include contact both in Washington,DC 20224
Don't complete lines 9a through 9d if the writing regardless of the address entered on
proceeds of an obligation are received in the lines 3 and 4,and by telephone),by signing Do not send Form 8038-GC to this
form of cash even if the term"lease"is used this form,the issuer's authorized address.Instead,see Where To File,earlier.
in the title of the issue.For lines 9a through representative consents to the disclosure of
9d,enter the amount on the appropriate line the issuer's return information,as necessary
that represents a lease or installment to process this return,to such person.
Dell
Financial
Services
Dell Financial Services Public Payment Agreement
DFS Public Payment Agreement Sep2021
Internal Use-Confidential
Payment Agreement-PUBLIC Contract Number xxx-xxxxxx-xxx
Dell
Financial
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 Co rder/Agreement(s)#]("Agreement")
This Payment Agreement("PA")is made effective as of_[DATE] between the Cus name ve ("Customer") and Dell
Financial Services L.L.C. ("Payee")pursuant to the following: Customer and the Software Lice endor have entered into the
above referenced Agreement (including any addenda, amendments, exhibi and schedules a ereto) in connection with the
acquisition of "Products" including as applicable, certain equipment, s e licenses ("Lic Software"), nd services to
Customer. Pursuant to the Agreement, Customer is obligated to pay Vend o a total fees desc elow ("F . Payee and
Customer have agreed that instead of Customer paying the Fees as described i greement, Custo all p ee installment
payments("Payment Amounts")as set forth in the Payment Sche and shall pay the Ven mer's behalf.
1. FEES:The Fees set forth in the Agreement consist of$_[ T FU TO V (s)] or Products. Customer
hereby agrees to pay the Payment Amounts to Payee on an in ent basis i ordance he Pay chedule set forth below.
2. PAYMENT SCHEDULE: Customer shall pay the P ent Amo acco e with the s `Payment Schedule") below,
with each Payment Amount due and payable on the ated(" t ustomer shall re ayment Amounts to the address
noted in the invoice from Payee.PAYMENT AMOUN T INCL ICABLE TAX,UNLESS SPECIFIED OTHERWISE.
3.OBLIGATIONS ABSOLUTE: For the purposes of this ro shall be sively deemed accepted upon receipt,subject to any
right of return provided by the Vendor, and upon Custom ex of this ustomer acknowledges that (i) it has selected the
Products based on its own judgment .. Payee is en t int PA as a ommodation to Customer, and the Agreement,
including all obligations, rights and r under are rate . tinct fro his PA and any remedies which Customer may
have,at law or inequity,against Vendo censor be ma ependently and without regard to this PA and Customer's
obligations hereunder, and (iii) Custome a mit ent Am to Payee, in accordance with the Payment Schedule
and subject only to Customer's right to non pria n 7 here , shall be absolute, unconditional, non-cancelable, and
nonrefundable,and shall withheld or su any et-off,claim,counterclaim,adjustment,reduction,or defense that
Customer may have aris r relating to t eemen , ucts or otherwise for any reason whatsoever, including but not
limited to requirements ap otiable instr s(such as sentment for payment and notice of dishonor);termination of the
Agreement or any change i da nsfer of t ducts. If full payment of each Payment Amount and other amounts due and
payable is not received by P within of the te, Customer agrees to pay to Payee interest on the overdue amount at
the lesser er month o provide r any cable Prompt Payment Act. . Customer hereby grants Payee a security
interest i ucts (includin sto Licensed Software and to receive services, credits and refunds from Vendor)
and all p eds related to this PA, t perm law.Payee may make related filings as Payee reasonably deems necessary.
Custom rees it is responsible will pay or reimburse Payee upon invoice for all government imposed taxes, duties, fines
assessed osed on t PA,the ucts and the Payment Amounts(but excluding taxes imposed on Payee's income)or any other
amount pa a PA ectively"Taxes").
4.ASSIGNMENT;WAIVER OF NS LAIMS:Customer hereby consents to Payee's assignment of Payee's rights and interests
in and to all or a portion of the Pa t Amounts to a third party("Assignee"). Customer shall not transfer or assign any of Customer's
rights or obligations under this PA ant third-party liens or encumbrances in Products without Payee's prior written consent.Customer
agrees that neither Payee nor signee shall assume any of Vendor's or Software Licensor's obligations to Customer under the
Agreement, and further, a aives, as against Payee and any Assignee, any rights Customer may have or claim related to any
matter whatsoever including, out 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 ce using the Licensed Software, to de-
install and delete all copies of Licensed Software from any computer systems owned or cont y Customer or used for Customer's
benefit. Customer further agrees to provide a certificate signed by a Customer officer w esponsible for Customer's information
systems attesting to such cessation of use and maintenance,de-installation and deletion nsed Software and services.With regard
to Products comprised of hardware or tangible personal property and following an u Default, C stomer shall at Customer's
expense, ship such Products to or make them available at Payee's designated location for rpose ossession,with clear and
unincumbered title reverting back to and vesting in Payee.In the event Payee shall institute any f nforcement of the collection
of the Payment Amounts pursuant to applicable law, there shall be immediat ly due from Custo ddition to the unpaid Payment
Amounts,all costs and expenses of such action,including reasonable attorn ees. No failure or n the part of Payee to exercise
any right or remedy hereunder shall operate as a waiver thereof.All remedies mulative and not ive.
6. FUNDING INTENT: Customer intends to continue this PA for th Term a ay all Payment other costs and
fees due hereunder. Customer reasonably believes that legally s in a unt sufficient tom Payment Amounts
during the Term can be obtained and agrees to do all things la ithin i r to o Ind maintain f Inds om which all Payment
Amounts and other costs and fees due may be paid. Custom Inds and P agrees ustome ligation to make Payment
Amounts under the PA constitutes a current expense of Custo is not to onstrue a contravention of applicable
law or constitutional or statutory limitations or require s on the on of i edness or of funds beyond Customer's
current Fiscal Period.
7.NON-APPROPRIATION OF FUNDS:Customer ma his PA i e,but not in part,by giving at least sixty(60)days written
notice prior to the end of the then current Fiscal Period d in the er's Secretary/Clerk's Certificate provided to Payee)
certifying that: (a) sufficient funds were not appropriate b d by C er or will not otherwise be available beyond the
current Fiscal Period for Payment is or other co Ind d (b)th tomer has exhausted all funds legally available
for payment of such Payment Amou costs and fe ue u e PA be d the current Fiscal Period. Upon termination of
the PA, Customer's obligations under those th press ive the end of the Term)and any interest in the Products
shall cease and Customer shall surrend P acc ce with on 5. Notwithstanding the foregoing, Customer agrees
that,without creating a pledge, lien,or enc ce ds ilable to stomer in other than its current Fiscal Period, it will use
its best efforts to take all necessary to a rmina including making budget requests for each Fiscal Period during
each applicable PA Ter late funds to .s obliga to continue the PA in force.
8. ESSENTIAL USE: Cust r r that the f the Products is essential to Customer's proper, efficient, and economic
operation or to the service w Custo ides to i ens. Customer expects to make immediate use of the Products,for which
it has an i e need that ither to or exp to diminish during the applicable PA Term. The Products will be used
for the s e of performi ne o mer s governmental or proprietary functions consistent within the permissible
scope of tomer's authority.
9.ALITHO TI ustomer represents and agrees that: (a)Customer is a state or a political subdivision or agency
of a state p of S. Treasury Code; (b) the entering into and performance of the PA is authorized under
Customer's state and Con on oes not violate or contradict any judgment, law, order or regulation, or cause any default
under any agreement to which C er i party; (c) Customer has complied with all public bidding requirements, if applicable, and,
where necessary, has properly pr ed the PA for approval and adoption as a valid obligation on Customer's part; and (d)Customer
has sufficient appropriated funds her monies available to pay all amounts due under the PA for Customer's current fiscal period.
Upon Payee's request, C rees to provide us with an opinion of counsel as to clauses (a) through (d) above, a secretary's
or clerk's certificate of inc cy 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 a ies of the authoritative copy. In the
event of inadvertent destruction of the authoritative copy, the authoritative copy may be res om a backup, and the restored copy
shall become the authoritative copy. Customer agrees to take actions and provide docum n(such as Certificates of Acceptance or
financial information)reasonably requested by Payee to effect the intent of this PA. Cus r agrees to maintain liability insurance
naming Payee as loss payee and property insurance in commercially reasonable amou equate ver repair or replacement
of any equipment covered by this PA.
Payment Schedule
See attach it A.
Customer: xxxxxxxxxxxxxxxxxxxxxxxxxxxx Payee: II Finance i C.
By:
Name: Na
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 ite 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 author" d signatories.
DFS Public Payment Agreement Sep2021
Internal Use-Confidential
Exhibit A
Payment Schedule
[ADD AMORTIZATION TABLE HERE]
DFS Public Payment Agreement Sep2021
Internal Use-Confidential
Pharos Financial Services Public Master Lease Agreement
Dell-Restricted-Confidential
EFFECTIVE DATE:
MASTER LEASE AGREEMENT NO.
LESSOR:PHAROS FINANCIAL SERVICES L.P. LESSEE:
Mailing Address: Principal Address:
One Dell Way
Round Rock, TX 78682 Fax:
Attention:
This Master Lease Agreement("Agreement"),effective as of the Effective "Commencement Date"). The period beginning on the Acceptance Date
Date set forth above,is between the Lessor and Lessee named above. and ending on the last day of the Primary Term,together with any renewals
Capitalized terms have the meaning set forth in this Agreement. or extensions thereof, is defined as the "Lease Term". The Lease is
noncancelable by Lessee,except as expressly provided in Section 5.
1. LEASE. 4. RENT;TAXES;PAYMENT OBLIGATION.
Lessor hereby leases to Lessee and Lessee hereby leases the equipment (a) The rental payment amount("Rent")and the payment period for each
("Products"), Software (defined below), and services or fees, where installment of Rent("Payment Period")shall be stated in the Schedule. A
applicable, as described in any lease schedule ("Schedule"). Each prorated portion of Rent calculated based on a 30-day month, 90-day
Schedule shall incorporate by reference the terms and conditions of this quarter or 360-day year (as appropriate) for the period from the
Agreement and contain such other terms as are agreed to by Lessee and Acceptance Date to the Commencement Date shall be added to the first
Lessor. Each Schedule shall constitute a separate lease of Products payment of Rent. All Rent and other amounts due and payable under this
("Lease"). In the event of any conflict between the terms of a Schedule Agreement or any Schedule shall be paid to Lessor in lawful funds of the
and the terms of this Agreement,the terms of the Schedule shall prevail. United States of America at the payment address for Lessor set forth
Lessor reserves all rights to the Products not specifically granted to Lessee above or at such other address as Lessor may designate in writing from
in this Agreement or in a Schedule. Execution of this Agreement does not time to time. Whenever Rent and other amounts payable under a Lease
create an obligation of either party to lease to or from the other. 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
2. ACCEPTANCE DATE;SCHEDULE. by applicable law ("Overdue Rate"). Rent shall be due and payable
whether or not Lessee has received an invoice showing such Rent is due.
(a) Subject to any right of return provided by the Product seller("Seller"), Late charges and reasonable attorney's fees necessary to recover Rent
named on the Schedule, Products are deemed to have been irrevocably and other amounts owed hereunder are considered an integral part of this
accepted by Lessee upon delivery to Lessee's ship to location Agreement. The rate factors used for the calculation of the payment are
("Acceptance Date'). Lessee shall be solely responsible for unpacking, based in part on similar or like term swap or T-bill rates as published by
inspecting and installing the Products. the US Federal Reserve Board. In the event the applicable rates change
between Lessor initially providing the rate factors and the commencement
(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee of a Schedule, Lessor reserves the right to change the applicable rate
agrees to sign or otherwise authenticate (as defined under the Uniform factor commensurate with the change in the applicable rates.
Commercial Code, "UCC")and return each Schedule by the later of the
Acceptance Date or five(5)days after Lessee receives a Schedule from (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent,Lessee
Lessor. If the Schedule is not signed or otherwise authenticated by Lessee shall pay sales, use, excise, purchase, property, added value or other
within the time provided in the prior sentence,then upon written notice from taxes, fees, levies or assessments lawfully assessed or levied against
Lessor and Lessee's failure to cure within five (5) days of such notice, Lessor or with respect to the Products and the Lease(collectively"Taxes"),
Lessor may require the Lessee to purchase the Products by paying the and customs, duties or surcharges on imports or exports (collectively,
Product Cost charged by the Seller, plus any shipping charges,Taxes or "Duties"),plus all expenses incurred in connection with Lessor's purchase
Duties(defined below)and interest at the Overdue Rate accruing from the and Lessee's use of the Products, including but not limited to shipment,
date the Products are shipped through the date of payment. If Lessee delivery,installation,and insurance. Unless Lessee provides Lessor with
returns any leased Products in accordance with the Seller's return policy, a tax exemption certificate acceptable to the relevant taxing authority prior
it will notify Lessor. When Lessor receives a credit from the Seller for the to Lessor's payment of such Taxes,Lessee shall pay to Lessor all Taxes
returned Product, the Schedule will be deemed amended to reflect the and Duties upon demand by Lessor. Lessor may, at its option, invoice
return of the Product and Lessor will adjust its billing records and Lessee's Lessee for estimated personal property tax with the Rent Payment.
invoice for the applicable Lease. In addition, Lessee and Lessor agree Lessee shall pay all utility and other charges incurred in the use and
that a signed Schedule may be amended by written notice from Lessor to maintenance of the Products.
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 (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S
Schedule(any increase up to 15%or any decrease)caused by any change OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE
made by Lessee in Lessee's order with the Seller. AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS
AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND
3. TERM. UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY
ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM,
The initial term(the"Primary Term")for each Lease shall begin on the date INTERRUPTION,DEFERMENT OR RECOUPMENT FOR ANY REASON
set forth on the Schedule as the Commencement Date (the WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE
Reference: Page 1 of 6
Master Lease Agreement—Public NOV2018
AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE reasonable notice in order to confirm Lessee's compliance with its
SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR obligations under this Agreement.
PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR
POSSESSION,OR OTHERWISE. If any Product is unsatisfactory for any B. RETURN.
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 At the expiration or earlier termination of the Lease Term of any Schedule,
shall nevertheless pay Lessor or its assignee all amounts due and payable and except for Products purchased pursuant to any purchase option under
under the Lease. 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
5. APPROPRIATION OF FUNDS. States designated by Lessor. Upon return of the Products,Lessee's right
to the operating system Software in returned Products will terminate and
(a) Lessee intends to continue each Schedule for the Primary Term and Lessee will return the Products with the original certificate of authenticity
to pay the Rent and other amounts due thereunder. Lessee reasonably (attached and unaltered) for the original operating system Software.
believes that legally available funds in an amount sufficient to pay all Rent Lessee agrees to deinstall and package the Products for return in a
during the Primary Term can be obtained and agrees to do all things manner which will protect them from damage. Lessee shall pay all costs
lawfully within its power to obtain and maintain funds from which the Rent associated with the packing and return of the Products and shall promptly
and other amounts due may be paid. reimburse Lessor for all costs and expenses for missing or damaged
Products or operating system Software. If Lessee fails to return all of the
(b) Lessee may terminate a Schedule in whole,but not in part by giving Products at the expiration of the Lease Term or earlier termination(other
at least sixty(60)days' notice prior to the end of the then current Fiscal than for non-appropriation) in accordance with this Section, the Lease
Period (as defined in the Lessee's Secretary/Clerk's Certificate provided Term with respect to the Products that are not returned shall continue to
to Lessor)certifying that: (1)sufficient funds were not appropriated and be renewed as described in the Schedule.
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 9. RISK OF LOSS;MAINTENANCE;INSURANCE.
Lessee has exhausted all funds legally available for payment of the Rent
beyond the current Fiscal Period. Upon termination of the Schedule, (a) From the date the Products are delivered to Lessee's ship to location
Lessee's obligations under the Schedule (except those that expressly until the Products are returned to Lessor's designated return location or
survive the end of the Lease Term)and any interest in the Products shall purchased by Lessee, Lessee agrees: (i)to assume the risk of loss or
cease and Lessee shall surrenderthe Products in accordance with Section damage to the Products; (ii)to maintain the Products in good operating
8. Notwithstanding the foregoing,Lessee agrees that,without creating a condition and appearance,ordinary wear and tear excepted;(iii)to comply
pledge,lien or encumbrance upon funds available to Lessee in other than with all requirements necessary to enforce all warranty rights; and(iv)to
its current Fiscal Period, it will use its best efforts to take all action promptly repair any repairable damage to the Products. During the Lease
necessary to avoid termination of a Schedule, including making budget Term, Lessee at its sole discretion has the option to purchase a
requests for each Fiscal Period during each applicable Lease Term for maintenance agreement from the provider of its choice(including,if it so
adequate funds to meet its Lease obligations and to continue the Schedule chooses, to self-maintain the Products) or to forgo such maintenance
in force.. agreement altogether;regardless of Lessee's choice,Lessee will continue
to be responsible for its obligations as stated in the first sentence of this
(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent Section. At all times, Lessee shall provide the following insurance: (x)
and other amounts due under a Lease constitutes a current expense of casualty loss insurance for the Products for no less than the Stipulated
Lessee and is not to be construed to be a debt in contravention of any Loss Value(defined below)naming Lessor as loss payee;and(y)liability
applicable constitutional or statutory limitation on the creation of insurance with respect to the Products for no less than an amount as
indebtedness or as a pledge of funds beyond Lessee's current Fiscal required by Lessor,with Lessor named as an additional insured; and (z)
Period. 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
6. LICENSED MATERIALS. written consent, Lessee may provide this insurance pursuant to Lessee's
existing self-insurance policy or as provided for under state law. Lessee
Software means any operating system software or computer programs shall provide Lessor with either an annual certificate of third party
included with the Products(collectively,"Software")."Licensed Materials' insurance or a written description of its self-insurance policy or relevant
are any manuals and documents,end user license agreements,evidence law, as applicable. The certificate of insurance will provide that Lessor
of licenses,including,without limitation,any certificate of authenticity and shall receive at least ten (10) days prior written notice of any material
other media provided in connection with such Software, all as delivered change to or cancellation of the insurance policy or Lessee's self-
with or affixed as a label to the Products. Lessee agrees that this insurance program,if previously approved by Lessor. If Lessee does not
Agreement and any Lease(including the sale of any Product pursuant to give Lessor evidence of insurance in accordance with the standards
any purchase option) does not grant any title or interest in Software or herein, Lessor has the right, but not the obligation, to obtain such
Licensed Materials. Any use of the terms "sell," "purchase," "license," insurance covering Lessor's interest in the Products for the Lease Term,
"lease," and the like in this Agreement or any Schedule with respect to including renewals. If Lessor obtains such insurance, Lessor will add a
Software shall be interpreted in accordance with this Section 6. monthly, quarterly or annual charge (as appropriate) to the Rent to
reimburse Lessor for the insurance premium and Lessor's then current
7. USE;LOCATION;INSPECTION. insurance administrative fee.
Lessee shall:(a)comply with all terms and conditions of any Licensed (b) If the Products are lost,stolen,destroyed,damaged beyond repair or
Materials;and(b)possess and operate the Products only(i)in in the event of any condemnation,confiscation,seizure or expropriation of
accordance with the Seller's supply contract and any service provider's such Products ("Casualty Products"), Lessee shall promptly (i) notify
maintenance and operating manuals,the documentation and applicable Lessor of the same and(ii)pay to Lessor the Stipulated Loss Value for the
laws;and(ii)for the business purposes of Lessee. Lessee agrees not to Casualty Products. The Stipulated Loss Value is an amount equal to the
move Products from the location specified in the Schedule without sum of (a) all Rent and other amounts then due and owing (including
providing Lessor with at least 30 days prior written notice,and then only interest at the Overdue Rate from the due date until payment is received)
to a location within the continental United States and at Lessee's under the Lease, plus(b)the present value of all future Rent to become
expense. Without notice to Lessor,Lessee may temporarily use laptop due under the Lease during the remainder of the Lease Term,plus(c)the
computers at other locations,including outside the United States, present value of the estimated in place Fair Market Value of the Product
provided Lessee complies with the United States Export Control at the end of the Primary Term as determined by Lessor;plus(d)all other
Administration Act of 1979 and the Export Administration Act of 1985,as amounts to become due and owing during the remaining Lease Term.
those Acts are amended from time to time(or any successor or similar Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be
legislation). Provided Lessor complies with Lessee's reasonable security calculated using the federal funds rate target reported in the Wall Street
requirements,Lessee shall allow Lessor to inspect the premises where Journal on the Commencement Date of the applicable Schedule. The
the Products are located from time to time during reasonable hours after discount rate applicable to tax-exempt Schedules shall be federal funds
Reference: Page 2 of 6
Master Lease Agreement—Public NOV2018
rate target reported in the Wall Street Journal on the Commencement Date proprietary functions consistent within the permissible scope of Lessee's
of the applicable Schedule less 100 basis points. authority;and
10. ALTERATIONS. (i) Lessee has, in accordance with the requirements of law, fully
budgeted and appropriated sufficient funds to make all Rent payments and
Lessee shall,at its expense,make such alterations to Products during the other obligations under this Agreement and any Schedule during the
Lease Term as are legally required or provided at no charge by Seller. current Fiscal Period, and such funds have not been expended for other
Lessee may make other alterations, additions or improvements to purposes.
Products provided that any alteration, addition or improvement shall be
readily removable and shall not materially impair the value or utility of the 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
Products. Upon the return of any Product to Lessor, any alteration, LIMITATION OF LIABILITY;FINANCE LEASE.
addition or improvement that is not removed by Lessee shall become the
property of Lessor free and clear of all liens and encumbrances. (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
11. REPRESENTATIONS AND WARRANTIES OF LESSEE. and any right of return provided by any Seller.
Lessee represents,warrants and covenants to Lessor and will provide to (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
Lessor at Lessor's request all documents deemed necessary or MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT
appropriate by Lessor, including Certificates of Insurance, financial LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON
statements, Secretary or Clerk Certificates, essential use information or ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE
documents(such as affidavits, notices and similar instruments in a form ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR
satisfactory to Lessor)and Opinions of Counsel(in substantially such form LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY,
as provided to Lessee by Lessor and otherwise satisfactory to Lessor)to EXPRESS,IMPLIED,OR OTHERWISE,INCLUDING,BUT NOT LIMITED
the effect that,as of the time Lessee enters into this Agreement and each TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR
Schedule that: FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES
ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE
(a) Lessee is an entity duly organized and existing under and by virtue of FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH
the authorizing statute or constitutional provisions of its state and is a state RESPECT TO ANY PRODUCTS.
or political subdivision thereof as described in Section 103(a) of the
Internal Revenue Code of 1986, as amended, and the regulations (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,
promulgated thereunder as in effect and applicable to the Agreement or SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
any Schedule,with full power and authority to enter into this Agreement ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY
and any Schedules and perform all of its obligations under the Leases; SCHEDULE OR THE SALE,LEASE OR USE OF ANY PRODUCTS EVEN
IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR
(b) This Agreement and each Schedule have been duly authorized, CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS
authenticated and delivered by Lessee by proper action of its governing OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY
board at a regularly convened meeting and attended by the requisite LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
majority of board members,or by other appropriate official authentication,
as applicable,and all requirements have been met and procedures have (d) Lessee agrees that it is the intent of both parties that each lease
occurred in orderto ensure the validity and enforceability of this Agreement qualify as a statutory finance lease under Article 2A of the UCC. Lessee
against Lessee; acknowledges either (i) that Lessee has reviewed and approved any
written supply contract covering the Products purchased from the Seller
(c) This Agreement and each Schedule constitute the valid, legal and for lease to Lessee or(ii)that Lessor has informed or advised Lessee,in
binding obligations of Lessee,enforceable in accordance with their terms; writing, either previously or by this Agreement, that Lessee may have
rights under the supply contract evidencing the purchase of the Products
(d) No other approval, consent or withholding of objection is required and that Lessee should contact the Seller for a description of any such
from any federal, state or local governmental authority or instrumentality rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
with respect to the entering into or performance by Lessee of the LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES
Agreement or any Schedule and the transactions contemplated thereby; CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.
(a) Lessee has complied with such public bidding requirements and other 13. EVENTS OF DEFAULT.
state and federal laws as may be applicable to the Agreement and any
Schedule and the acquisition by Lessee of the Products; It shall be an event of default hereunder and under any Schedule("Event
of Default")if:
(f) The entering into and performance of the Agreement or any Schedule
will not (i) violate any judgment, order, law or regulation applicable to (a) Lessee fails to pay any Rent or other amounts payable under this
Lessee; (ii) result in any breach of, or constitute a default under, any Agreement or any Schedule within 15 days after the date that such
instrument to which the Lessee is a party or by which it or its assets may payment is due;
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, (b) Any representation or warranty made by Lessee to Lessor in
other than those created pursuant to this Agreement; connection with this Agreement,any Schedule or any other Document is
at the time made materially untrue or incorrect;
(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 (c) Lessee fails to comply with any other obligation or provision of this
or threatened against or affecting Lessee, nor to the best of Lessee's Agreement or any Schedule and such failure shall have continued for 30
knowledge and belief is there any basis therefor, which if determined days after notice from Lessor;
adversely to Lessee will have a material adverse effect on the ability of
Lessee to fulfill its obligations under the Agreement or any Schedule; (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
(h) The Products are essential to the proper, efficient and economic or insolvency law, or any such law is invoked against or with respect to
operation of Lessee or to the services which Lessee provides to its Lessee or its property and such petition is not dismissed within 60 days;or
citizens. Lessee expects to make immediate use of the Products,for which
it has an immediate need that is neither temporary nor expected to (e) Any provision of this Agreement ceases to be valid and binding on
diminish during the applicable Lease Term. The Products will be used for Lessee, is declared null and void, or its validity or enforceability is
the sole purpose of performing one or more of Lessee's governmental or contested by Lessee or any governmental agency or authority whereby the
loss of such provision would materially adversely affect the rights or
Reference: Page 3 of 6
Master Lease Agreement—Public NOV2018
security of Lessor,or Lessee denies any further liability or obligation under the defense of such Claim with counsel of its choice and at its expense
this Agreement;or and to approve any such resolution. Lessee shall keep Lessor informed
at all times as to the status of the Claim.
(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 17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS.
Lessor.
As between Lessor and Lessee,title to Products(other than any Licensed
14. REMEDIES:TERMINATION Materials) is and shall remain with Lessor. Products are considered
personal property and Lessee shall,at Lessee's expense,keep Products
(a) Upon an Event of Default under any Schedule all of Lessee's rights free and clear of liens and encumbrances of any kind(except those arising
(including its rights to the Products), but not its obligations thereunder, through the acts of Lessor)and shall immediately notify Lessor if Lessor's
shall automatically be cancelled without notice and Lessor may exercise interest is subject to compromise. Lessee shall not remove,cover,or alter
one or more of the following remedies in its sole discretion: plates, labels, or other markings placed upon Products by Lessor, Seller
or any other supplier.
(i) require Lessee to return any and all such Products in
accordance with Section 8, or if requested by Lessor, to assemble the 18. NON PERFORMANCE BY LESSEE.
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 If Lessee fails to perform any of its obligations hereunder or under any
where assembled)for the purpose of repossession; Schedule,Lessor shall have the right but not the obligation to effect such
(ii) sell,lease or otherwise dispose of any or all Products(as agent performance and Lessee shall promptly reimburse Lessor for all out of
and attorney-in-fact for Lessee to the extent necessary)upon such terms pocket and other reasonable expenses incurred in connection with such
and in such manner(at public or private sale)as Lessor deems advisable performance,with interest at the Overdue Rate.
in its sole discretion(a"Disposition");
19. NOTICES.
(iii) declare immediately due and payable as a pre-estimate of
liquidated damages for loss of bargain and not as a penalty,the Stipulated All notices shall be given in writing and, except for billings and
Loss Value of the Products in lieu of any further Rent, in which event communications in the ordinary course of business,shall be delivered by
Lessee shall pay such amount to Lessor within 10 days after the date of overnight courier service, delivered personally or sent by certified mail,
Lessor's demand;or 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
(iv) proceed by appropriate court action either at law or in equity Days after the date of mailing. Notices to Lessor by Lessee shall be sent
(including an action for specific performance)to enforce performance by to:Pharos Financial Services L.P.,Attn.Legal Department,One Dell Way,
Lessee or recover damages associated with such Event of Default or Round Rock, TX 78682, or such other mailing address designated in
exercise any other remedy available to Lessor in law or in equity. writing by Lessor. Notice to Lessee shall be to the address on the first
page of this Agreement orsuch other mailing address designated in writing
(b) Lessee shall pay all costs and expenses arising or incurred by by Lessee.
Lessor, including reasonable attorney fees, in connection with or related
to an Event of Default or the repossession,transportation, re-furbishing, 20. ASSIGNMENT.
storage and Disposition of any or all Products("Default Expenses"). In the
event Lessor recovers proceeds (net of Default Expenses) from its (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE,
Disposition of the Products,Lessor shall credit such proceeds against the OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN
owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any CONSENT OF LESSOR (SUCH CONSENT NOT TO BE
deficiency. With respect to this Section,to the extent the proceeds of the UNREASONABLY WITHHELD). LESSOR,AT ITS SOLE DISCRETION,
Disposition (net of Default Expenses)exceed the Stipulated Loss Value MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED
owed under the Lease, or Lessee has paid Lessor the Stipulated Loss ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any
Value,the Default Expenses and all other amounts owing underthe Lease, way discharge Lessee's obligations to Lessor under this Agreement or
Lessee shall be entitled to such excess and shall have no further Schedule.
obligations with respect to such Lease. All rights of Lessor are cumulative
and not alternative and may be exercised by Lessor separately or together. (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
15. QUIET ENJOYMENT. Product, this Agreement, any Schedule, or any rights and obligations
hereunder or thereunder in whole or in part. Lessee hereby consents to
Lessor shall not interfere with Lessee's right to possession and quiet such assignments, agrees to comply fully with the terms thereof, and
enjoyment of Products during the relevant Lease Term,provided no Event agrees to execute and deliver promptly such acknowledgments,opinions
of Default has occurred and is continuing. Lessor represents and warrants of counsel and other instruments reasonably requested to effect such
that as of the Commencement Date of the applicable Schedule, Lessor assignment.
has the right to lease the Products to Lessee.
(c) Subject to the foregoing,this Agreement and each Schedule shall be
16. INDEMNIFICATION. binding upon and inure to the benefit of Lessor, Lessee and their
successors and assigns.
To the extent permitted by law, Lessee shall indemnify,defend and hold
Lessor,its assignees,and their respective officers,directors,employees, 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF
representatives and agents harmless from and against, all claims, JURY TRIAL.
liabilities, costs or expenses, including legal fees and expenses
(collectively, "Claims"), arising from or incurred in connection with this THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY
Agreement, any Schedule, or the selection, manufacture, possession, LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS
ownership, use,condition,or return of any Products(including Claims for PRINCIPLES AND,TO THE EXTENT APPLICABLE,THE ELECTRONIC
personal injury or death or damage to property,and to the extent Lessee SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE
is responsible,Claims related to the subsequent use or Disposition of the CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT
Products or any data in or alteration of the Products. This indemnity shall LOCATED IN I ,AND WAIVES ANY OBJECTION TO VENUE
not extend to any loss caused solely by the gross negligence or willful IN SUCH COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY
misconduct of Lessor. Lessee shall be responsible for the defense and JURY.
resolution of such Claim at its expense and shall pay any amount for
resolution and all costs and damages awarded against or incurred by 22. MISCELLANEOUS.
Lessor or any other person indemnified hereunder; provided, however,
that any person indemnified hereunder shall have the right to participate in
Reference: Page 4 of 6
Master Lease Agreement—Public NOV2018
(a) The headings used in this Agreement are for convenience only and by Lessor or its assignee, from time to time, as the copy available for
shall have no legal effect. This Agreement shall be interpreted without any access and review by Lessee,Lessor or its assignee. All other copies are
strict construction in favor of or against either party. deemed identified as copies of the authoritative copy. In the event of
inadvertent destruction of the authoritative copy, or corruption of the
(b) The provisions of Sections 6,8,11,12(b),12(c),12(d),16,21 and 22 authoritative copy for any reason or as the result of any cause, the
shall continue in full force and effect even after the term or expiration of authoritative copy may be restored from a backup or archive copy,and the
this Agreement or any Schedule. restored copy shall become the authoritative copy. At Lessor's option,this
electronic record may be converted into paper form. At such time,such
(c) Failure of Lessor at any time to require Lessee's performance of any paper copy will be designated or marked as the authoritative copy of the
obligation shall not affect the right to require performance of that obligation. Document.
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.
0) 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
Reference: Page 5 of 6
Master Lease Agreement—Public NOV2018
EXECUTED by the undersigned on the dates set forth below, PHAROS FINANCIAL SERVICES L.P.
to be effective as of the Effective Date. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL
PARTNER
{Lessee Name} "Lessor"
"Lessee"
BY:
BY:
NAME:
NAME:
TITLE:
TITLE: DATE:
DATE:
Reference: Page 6 of 6
Master Lease Agreement—Public NOV2018
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 1 of 3
Interrr`P(UgPrlC6MfiKipi lcate-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 TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED
(cannot be Clerk/Secretary SIGNATORY SIGNATORY
authenticating this certificate)
(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 2 of 3
Interrr`P(UgPrlC6MfiKipi lcate-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:
Reference: Page 3 of 3
Interrr`P(UgPrlC6MfiKipi lcate-Public
Pharos
i • 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 - . . .- 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.
PFS Accounts Only
JPMorgan Chase Bank,N.A. ABA#021000021
Account#432217011
1 Chase Manhattan Plaza
MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER
New York,NY 10081 CTX+format should be first choice if it is an option
Email remittance to USDFSCASHPAYMENTS@dell.com
PFS Accounts Only
JPMorgan Chase Bank,N.A. ABA#021000021
Account#432217011
1 Chase Manhattan Plaza MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER
New York,NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com
JPM Swift Code for international wires only:CHASUS33
Pharos Financial Services,L.P.,Payment Processing Center PO Box 6549
Federal Tax ID#04-3652033 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 Certificate)
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 different PO for payment versus procurement? ❑ Yes ❑ No
Is PO fulfillment required for scheduling? ❑Yes ❑ No
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
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:
Email Address for PDF or Electronic Invoices(if different than AP contact):
VI. Invoice Preferences (choose one from each category):
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(uses) ❑ 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
Note:the typical invoice processing time is 30 days. If you require more time, please contact your PFS Sales Representative.
VII. Taxes and Fees:
Is your company/entity tax exempt? ❑Yes ❑ No
If not exempt,do you intend to finance upfront tax(if applicable)on the schedules(contracts)? ❑Yes ❑ No
Personal Property Tax(PPT): ❑Rebill Annually ❑ Monthly Property Management Fee
California Environmental Fee: Do you intend to finance the California Environmental Fee, if applicable? ❑Yes ❑ No
Do you intend to finance shipping by adding shipping costs for the products to your schedule? ❑Yes ❑ No
VIII. Additional Tax Information:
Sales/Use Tax Exemption: Please provide your tax exemption or direct pay certificate to both PFS and the product vendor.
Certificates intended for Leases should be issued to Pharos Financial 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 tax exempt,a valid Tax Exemption or Direct Pay Certificate must be provided for each state in which the products are located.
Tax Exempt Certificate Requirements:
• Address to Pharos Financial Services L.P.
• Should coincide with the date the schedule is signed
• List a description of the items;computer hardware/software is generally sufficient
• Signed by an authorized employee/owner
The following are not acceptable forms of Tax Exemption Certificates:
• IRS letter declaring the company as a non-profit(501-C)entity*
• CA letter exempting a company from Franchise and Income Tax
• W-9 form
• State registration certificates
*Mississippi is the only state that accepts the IRS letter as an acceptable exemption certificate
Business Personal Property Tax:Tangible business personal property is taxable in most states. In general,the definition of tan-
gible property is personal property that can be seen,weighed, measured,felt,or otherwise perceived by the senses but does not
include a document that constitutes evidence of a valuable interest,claim,or right and has negligible or no intrinsic value.
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.
Pharos Financial Services Lease Schedules
Fair Market Value
Software
Dell-Restricted-Confidential
3 - -
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 Product Lessee Purchase Rent* Primary Term Commencement
Description Location Order No. Mos. 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 1 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-to-
month basis at the Rent in effect on the Expiration Date(prorated on a monthly basis if the Payment Period was other than
monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written
notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30
days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the
End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as
specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the
Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior
sentence.
3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the
Products from time to time if necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding
any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document.To the extent(if any)that the Document constitutes chattel
paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor
or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other
copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative
copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be
restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this
electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the
authoritative copy of the Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibit"A".
PHAROS FINANCIAL SERVICES L.P.
"Lessee" By: PHAROS FINANCIAL SERVICES, INC. ITS
GENERALPARTNER
By: "Lessor"
Name: By:
Title: Name:
Date: Title:
Date:
Reference: Page 2 of 2
Master Lease Schedule FMV-Public
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
P H A R O S 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 Product Lessee Purchase Rent* Primary Term Commencement
Description Location Order No. Mos. 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 1 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 2 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 3 of 3
Master Lease Schedule Software Only
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.
Reference: Page 1 of 1
Validity Opinion Letter-Public
Internal Use-Confidential