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HomeMy WebLinkAbout2023/10/04-Regular City Council MeetingCITY COUNCIL VISION STATEMENT “Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.” Page 1 Mayor L. Dennis Michael Mayor Pro Tem Lynne B. Kennedy Members of the City Council: Ryan A. Hutchison Kristine D. Scott Ashley Stickler CITY OF RANCHO CUCAMONGA REGULAR MEETING AGENDA October 4, 2023 10500 Civic Center Drive Rancho Cucamonga, CA 91730 FIRE PROTECTION DISTRICT BOARD – CITY COUNCIL HOUSING SUCCESSOR AGENCY- SUCCESSOR AGENCY – PUBLIC FINANCE AUTHORITY CLOSED SESSION REGULAR MEETINGS TAPIA CONFERENCE ROOM COUNCIL CHAMBERS 4:30 P.M. 7:00 P.M. The City Council meets regularly on the first and third Wednesday of the month at 7:00 p.m. in the Council Chambers located at 10500 Civic Center Drive. It is the Intent to conclude the meeting by 10:00 p.m. unless extended by the concurrence of the City Council. Agendas, minutes, and recordings of meetings can be found at https://www.cityofrc.us/your-government/city-council-agendas or by contacting the City Clerk's Office at 909-774- 2023. Live Broadcast available on Channel 3 (RCTV-3). For City Council Rules of Decorum refer to Resolution No. 2023-086. Any documents distributed to a majority of the City Council regarding any item on this agenda after distribution of the agenda packet will be made available in the City Clerk Services Department during normal business hours at City Hall located at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. In addition, such documents will be posted on the City’s website at https://www.cityofrc.us/your-government/city-council-agendas. CLOSED SESSION – 4:30 P.M. TAPIA CONFERENCE ROOM ROLL CALL: Mayor Michael Mayor Pro Tem Kennedy Council Members Hutchison, Scott and Stickler A.ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B.PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C.CITY MANAGER ANNOUNCEMENTS Page 1 of 404 CITY COUNCIL VISION STATEMENT “Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.” Page 2 D.CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY) D2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 12467 BASE LINE ROAD IDENTIFIED AS PARCEL NUMBERS 1090-331-03- 0000, 1090-331-04-0000, 1089-581-04-0000; NEGOTIATING PARTIES JOHN GILLISON, CITY MANAGER REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND JOSEPH FILIPPI, JOSEPH FILIPPI WINERY AND VINEYARDS; REGARDING PRICE AND TERMS. (CITY) D3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8; PROPERTY: 8592 BALDY VISTA DRIVE, RANCHO CUCAMONGA, CALIFORNIA; CITY NEGOTIATOR: JOHN GILLISON, CITY MANAGER; NEGOTIATING PARTIES: QUALITY LOAN SERVICE CORP; UNDER NEGOTIATION: PRICE. (CITY) D4. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION: INITIATION OF LITIGATION PURSUANT TO PARAGRAPH (4) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9: (1 CASE) (CITY) D5. PUBLIC EMPLOYEE PERFORMANCE EVALUATION PER GOVERNMENT CODE SECTION 54957 (TITLE: CITY MANAGER) E.RECESS Page 2 of 404 CITY COUNCIL VISION STATEMENT “Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.” Page 3 REGULAR MEETING – 7:00 P.M. COUNCIL CHAMBERS PLEDGE OF ALLEGIANCE ROLL CALL: Mayor Michael Mayor Pro Tem Kennedy Council Members Hutchison, Scott and Stickler A.AMENDMENTS TO THE AGENDA B.ANNOUNCEMENT / PRESENTATIONS B1. Presentation of a Certificate of Recognition to Principal Kimberly Pollock for the Prestigious Award of Terra Vista Elementary School being Designated as a National Blue Ribbon School. B2. Presentation of a Proclamation to the Industrial Technical Learning Center (InTech) Declaring the Month of October 2023 as Manufacturing Month. C.PUBLIC COMMUNICATIONS This is the time and place for the general public to address the Fire Protection District, Housing Successor Agency, Successor Agency, Public Financing Authority Board, and City Council on any item listed or not listed on the agenda. State law prohibits us from addressing any issue not on the Agenda. Testimony may be received and referred to staff or scheduled for a future meeting. Comments are to be limited to three (3) minutes per individual. All communications are to be addressed directly to the Fire Board, Agencies, Successor Agency, Authority Board, or City Council not to the members of the audience. This is a professional business meeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, disorderly or boisterous conduct that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting. For more information, refer to the City Council Rules of Decorum and Order (Resolution No. 2023-086) located in the back of the Council Chambers. The public communications period will not exceed one hour prior to the commencement of the business portion of the agenda. During this one hour period, all those who wish to speak on a topic contained in the business portion of the agenda will be given priority, and no further speaker cards for these business items (with the exception of public hearing items) will be accepted once the business portion of the agenda commences. Any other public communications which have not concluded during this one hour period may resume after the regular business portion of the agenda has been completed --- --- Page 3 of 404 CITY COUNCIL VISION STATEMENT “Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.” Page 4 CONSENT CALENDARS: The following Consent Calendar items are expected to be routine and noncontroversial. They will be acted upon without discussion unless an item is removed by Council Member for discussion. Members of the City Council also sit as the Fire Board, Housing Successor Agency, Successor Agency, and Public Finance Authority and may act on the consent calendar for those bodies as part of a single motion with the City Council consent calendar. D.CONSENT CALENDAR D1. Consideration of Meeting Minutes for Regular Meetings of September 6, 2023 and Adjourned Regular Meetings of September 19, 2023. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,043,844.43 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $8,833,022.26 Dated September 11, 2023, Through September 24, 2023. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $409.51 Dated September 11, 2023, Through September 24, 2023. (CITY/FIRE) D4. Consideration of Amendment No. 006 to the Professional Services Agreement with Inland Empire Property Services, Incorporated for Weed and Fire Hazard Abatement Services in the Amount of $35,000. (FIRE) D5. Consideration of Amendment No. 6 to the Multi-Use Community Trail Common Use Agreement for the City's Use of a Portion of the San Bernardino County Flood Control District Day Creek Channel between Base Line Road and Jack Benny Drive Related to the Construction of the Day Creek Channel Bike Trail Improvements Project. (CITY) D6. Consideration to Approve the Use of a Cooperative Agreement with OMNIA Partners for the Purchase of Computers and Equipment from Dell and Lenovo in the Amount of $255,000. (CITY/FIRE) D7. Consideration to Approve a Two-Year Agreement with iLand, Inc., in the Amount of $84,840, for Cloud Backup Storage. (CITY) D8. Consideration of an Appropriation in the Amount of $203,100 and Approval to Purchase Transformers From Anixter Power Solutions in the Amount of $203,100. (CITY) D9. Consideration of a Contract with San Marino Roof Co. for the Emergency Roof Replacement at the Chaffey- Garcia House and the Appropriation of Funds in an Amount Not to Exceed $114,400. (CITY) D10. Consideration to Approve and Adopt Resolutions Certifying the Results of Elections and Adding Annexation No's. 2023-7, and 2023-8 to Community Facilities District No. 2022-01 (Street Lighting Services) of the City of Rancho Cucamonga. (RESOLUTION NOS. 2023-107 AND 2023-108) (CITY) E.CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION F.ADMINISTRATIVE HEARING ITEM(S) F1. Consideration of a Resolution Adopting The City of Rancho Cucamonga Economic Development Strategy. This Item is Exempt from the California Environmental Quality Act Under CEQA Section 15061(b)(3). (RESOLUTION NO. 2023-106) (CITY) 6 17 25 27 29 36 293 303 305 307 319 Page 4 of 404 CITY COUNCIL VISION STATEMENT “Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.” Page 5 G.ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT H.CITY MANAGER'S STAFF REPORT(S) I.COUNCIL BUSINESS I1. COUNCIL ANNOUNCEMENTS (Comments to be limited to three minutes per Council Member.) I2. INTERAGENCY UPDATES (Update by the City Council to the community on the meetings that were attended.) J.CITY ATTORNEY ITEMS K.IDENTIFICATION OF ITEMS FOR NEXT MEETING L.ADJOURNMENT CERTIFICATION I, Linda A. Troyan, MMC, City Clerk Services Director of the City of Rancho Cucamonga, or my designee, hereby certify under penalty of perjury that a true, accurate copy of the foregoing agenda was posted on at least seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive, Rancho Cucamonga, California and on the City's website. LINDA A. TROYAN, MMC CITY CLERK SERVICES DIRECTOR If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's office at (909) 477-2700. Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired. --- --- Page 5 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 1 of 6 September 06, 2023 CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, HOUSING SUCCESSOR AGENCY, SUCCESSOR AGENCY, PUBLIC FINANCE AUTHORITY AND CITY COUNCIL REGULAR MEETINGS MINUTES The City Council of the City of Rancho Cucamonga held a closed session on Wednesday, September 06, 2023, in the Tapia Conference Room at the Civic Center, 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 5:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Elisa Cox, Assistant City Manager; Nicholas Ghirelli, City Attorney; Matt Burris, Deputy City Manager/Economic and Community Development and Julie Sowles, Deputy City Manager/Civic and Cultural Services. A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C. CITY MANAGER ANNOUNCEMENTS D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY) D2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. BNSF RAILWAY COMPANY, SBSC CASE NO.: CIVSB2305412. (CITY) D3. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. TOWER OF POWER CORPORATION, ET AL., SBSC CASE NO.: CIVSB2110388. (CITY) D4. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. TOVEY/SHULTZ, INC., ET AL., SAN BERNARDINO SUPERIOR COURT, CASE NO. CIVSB 2127516 (CITY) Page 6 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 2 of 6 D5. CONFERENCE WITH LEGAL COUNSEL; EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(A); CRANEVEYOR CORP. V. CITY OF RANCHO CUCAMONGA; U.S. DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 5:21-CV-01656-SP; NINTH CIRCUIT COURT OF APPEALS CASE NO. No. 22-55435. (CITY) E. RECESS The closed session recessed at 6:45 p.m. REGULAR MEETING – 7:00 PM CALL TO ORDER – COUNCIL CHAMBERS The Regular meetings of the Rancho Cucamonga Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and the City of Rancho Cucamonga City Council were held on September 06, 2023, in the Council Chambers at City Hall, located at 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Nicholas Ghirelli, City Attorney; and Linda A. Troyan, MMC, Director of City Clerk Services. Mayor Pro Tem Kennedy led the Pledge of Allegiance. A. AMENDMENTS TO THE AGENDA City Clerk Services Director Linda Troyan noted a revision to item D14 on the Consent Calendar to include an appropriation of funds. The revised Staff Report was distributed to the City Council and made available to the public. City Clerk Services Director Troyan also noted that the Resolution number assigned to item D15 needs to be revised and should be Resolution Number 2023-102. B. ANNOUNCEMENT / PRESENTATIONS B1. Presentation of Proclamations of Recognition to Library Board of Trustees Members Kristen Murrieta-Morales and Janet Temkin for their Service to the Rancho Cucamonga Public Library. Kristen Murrieta-Morales, accepted the Proclamation. The Proclamation for Janet Temkin will be mailed to her. B2. Presentation of a Proclamation Declaring September 2023 as National Senior Center Month. Jennelle Markel, Community Services Coordinator – Seniors Division, accepted the Proclamation. B3. Presentation of a Proclamation Declaring September 22, 2023, as Native American Day. Vanessa Brierty, District Director with the Office of Assemblymember James Ramos, accepted the Proclamation. Page 7 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 3 of 6 B4. Presentation of San Bernardino County Transportation Authority Small Business to Business Event. Monique Arellano, Chief of the Council of Governments and Equity Programs, and Tim Watkins, Chief of Legislative and Public Affairs, provided a presentation on the benefits and opportunities available to small and large businesses at the Small Business to Business annual event and encouraged the city’s participation. C. PUBLIC COMMUNICATIONS Bill Kaufman, spoke about current cannabis legislation and requested advice from the city on possible cannabis dispensary site opportunities in the city. Heather Rawlings Polk, Executive Director, Rancho Cucamonga Chamber of Commerce, thanked the City for its partnership and support for the business community. Philip E. Walker, spoke about the success of a short film produced in the city and the 100 Films Retreat program; thanked the city for their support; and inquired about the Juneteenth holiday request he submitted to the city. Lance Asbra, offered a prayer. D. CONSENT CALENDAR Council Member Scott announced that she will need to abstain on item D3, due to a potential conflict of interest as her employer is Southern California Gas Company. D1. Consideration of Meeting Minutes for Regular Meetings of August 16, 2023 and Special Joint City Council and Planning Commission Meeting of August 16, 2023. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $4,079,849.90 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $10,924,366.29 Dated August 08, 2023, Through August 27, 2023, and City and Fire District Electronic Debit Registers for the Month of July in the Total Amount of $8,799,633.73. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $10,585.98 Dated August 08, 2023, Through August 27, 2023. (CITY/FIRE) D4. Consideration to Accept Grant Revenue in the Amount of $77,235 from the Edward Byrne Memorial Justice Assistance Grant (JAG) for Fiscal Years 2020, 2021 and 2022 and Authorize Appropriation of these Funds and $1,000 from Law Enforcement Reserve Funds to Purchase Equipment for the Rancho Cucamonga Police Department. (CITY) D5. Consideration to Appropriate Grant Revenue in the Amount of $45,000 Awarded by the ASPCA for the Purchase of Large Animal Disaster Response Equipment and Supplies. (CITY) D6. Consideration of the Purchase of Holmatro Electric Extrication Rescue Tools in the Amount of $104,890 from Western Extrication Specialist, Inc.as a Single Source Vendor. (FIRE) D7. Consideration to Approve a Professional Services Agreement with AudienceView for Ticketing Services in the Amount of $55,000 Plus a 10% Contingency for the Lewis Family Playhouse and Randall Lewis Second Story and Beyond® Services. (CITY) Page 8 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 4 of 6 D8. Consideration to Approve a One-Year Extension of a Professional Services Agreement with Central Square, Inc. for Maintenance and Support in the Amount of $141,915. (CITY) D9. Consideration to Approve a Three-Year Support and Maintenance Agreement with HLP Inc. in the Amount of $107,530. (CITY) D10. Consideration to Approve an Extension of an Agreement for Professional Services with Palmer Consulting for Project Management Services in the Amount of $85,000. (CITY) D11. Consideration of Amendment No. 1 to the Professional Services Agreement with Brodart Co. (Contract No. 2019-168) for Materials Acquisitions Services in an Amount Not to Exceed $450,000. (CITY) D12. Consideration of a Power Purchase Agreement with VS HW NAPA A, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 13160 Napa Street, Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement, Operating Memorandum and Any Related Documents. (CITY) D13. Consideration of a Power Purchase Agreement with VS BI 4th St RCMU, LLC to Purchase the Renewable Energy and Capacity from the Proposed Solar Photovoltaic Project, Located at 12434 Fourth Street, Rancho Cucamonga, California for a Total of 3 Megawatts and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement and Any Related Documents. (CITY) D14. Consideration of Amendment No. 1 to the Professional Services Agreement with Environment Planning Development Solutions, Inc. for Environmental Compliance Services for Cucamonga Canyon and the Morgan Ranch Trailhead to the Scope of Work. (CITY/FIRE) D15. Consideration of a Resolution Establishing a 25 Miles Per Hour Speed Limit on Hermosa Avenue between Hamilton Street and Victoria Street. This Item is Exempt from the California Environmental Quality Act Pursuant to CEQA Guidelines Section 15061(b)(3). (RESOLUTION NO. 2023-102) (CITY) D16. Consideration of a Resolution Adopting the Measure I Five-Year Capital Project Needs Analysis covering Fiscal Years 2024/2025 Through 2028/2029. (RESOLUTION NO. 2023- 099) (CITY) D17. Consideration of a Resolution Adopting a Generating Facility Interconnection Electric Service Rule to the Rancho Cucamonga Municipal Utility’s Rules and Regulations. (RESOLUTION NO. 2023-100) (CITY) D18. Consideration of a Resolution Adopting Parking Restrictions at Parks and Recreational Trails and Making a Finding of Exemption From the California Environmental Quality Act (CEQA) Pursuant to Section 15061(b)(3) of the CEQA Guidelines. (RESOLUTION NO. 2023-101) (CITY) D19. Consideration to Adopt a Resolution Approving an Update to the Rancho Cucamonga Fire Protection District Personnel Rules and Regulations and the Manual of Operations - Employee Performance Evaluation, Amending the Firefighter Probationary Period. (RESOLUTION NO. FD 2023-038) (FIRE) Page 9 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 5 of 6 D20. Consideration of a Resolution Declaring Support for Brightline West and the Nevada Department of Transportation's Federal-State Partnership for Their Intercity Passenger Rail Grant Application to the United States Department of Transportation. (RESOLUTION NO. 2023-103) (CITY) MOTION: Moved by Council Member Hutchison, seconded by Council Member Stickler, to approve the Consent Calendar Agenda items D1 through D20, with Council Member/Board Member Scott abstaining on item D3. Motion carried 5-0. E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION None. F. ADMINISTRATIVE HEARING ITEM(S) None. G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT G1. Public Hearing for Consideration to Approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER). (CITY) City Manager Gillison introduced Flavio Nuñez, Management Analyst II, who gave a PowerPoint presentation and reviewed the components of reporting plans, citizen participation and highlights of accomplishments for the 2022/2023 program year. Mayor Michael opened the Public Hearing. There were no public communications. Mayor Michael closed the Public Hearing. MOTION: Moved by Mayor Pro Tem Kennedy , seconded by Council Member Scott, to approve the Community Development Block Grant (CDBG) Program Year 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER); determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(2) of the CEQA Guidelines and authorize City Manager or their designee to submit the Report to the U.S. Department of Housing and Urban Development (HUD). Motion carried 5-0. H. CITY MANAGER'S STAFF REPORT(S) H1. Fire District Staffing and Response Planning (FIRE) City Manager Gillison introduced Mike McCliman, Fire Chief, who gave a PowerPoint presentation for item H1. Fire Chief McCliman reviewed the implementation of Two Battalion System, current service delivery, battalion chief responsibilities, implementation timeline, and budgetary impacts. Discussion ensued on measuring the effectiveness of the new Battalion Staffing System. MOTION: Moved by Council Member Stickler, seconded by Council Member Scott, to approve the hiring of three additional shift Battalion Chiefs to facilitate and fully implement the staff recommended North and South geographic Battalions. Motion carried 5-0. Page 10 of 404 September 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 6 of 6 I. COUNCIL BUSINESS I1. COUNCIL ANNOUNCEMENTS None. I2. INTER-AGENCY UPDATES Mayor Michael reported his attendance at a San Bernardino County Transportation Authority Meeting (SBCTA) that morning where the board unanimously approved the bid and construction of the Bus Rapid Transit system, which includes stations in Rancho Cucamonga. J. CITY ATTORNEY ITEMS City Attorney Ghirelli reported on Closed Session item D4. The City Council approved and authorized the City Manager to execute a Settlement Agreement with the three defendants in that case that will result in a payment of $320,000 in exchange of dismissal of the lawsuit. K. IDENTIFICATION OF ITEMS FOR NEXT MEETING None. L. ADJOURNMENT - Adjourn to Tuesday, September 19, 2023, at 7:00 p.m. Mayor Michael adjourned the Council Meeting at 8:02 p.m. Approved: Linda A. Troyan, MMC City Clerk Services Director Page 11 of 404 September 19, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Adjourned Regular Meetings Minutes City of Rancho Cucamonga | Page 1 of 5 September 19, 2023 CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, HOUSING SUCCESSOR AGENCY, SUCCESSOR AGENCY, PUBLIC FINANCE AUTHORITY AND CITY COUNCIL ADJOURNED REGULAR MEETINGS MINUTES The City Council of the City of Rancho Cucamonga held a closed session on Tuesday, September 19, 2023, in the Tapia Conference Room at the Civic Center, 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 5:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Elisa Cox, Assistant City Manager; Nicholas Ghirelli, City Attorney; Matt Burris, Deputy City Manager/Economic and Community Development and Julie Sowles, Deputy City Manager/Civic and Cultural Services. A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C. CITY MANAGER ANNOUNCEMENTS D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION: INITIATION OF LITIGATION PURSUANT TO PARAGRAPH (4) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9: (1 CASE) (CITY) D2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY) D3. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1) SOUTHERN CALIFORNIA EDISON COMPANY V. CALIFORNIA STATE BOARD OF EQUALIZATION ORANGE COUNTY SUPERIOR COURT CASE NO. 30-2023-01328239-CU-MC-CXC. (CITY) D4. CONFERENCE WITH LEGAL COUNSEL; EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(A); CRANEVEYOR CORP. V. CITY OF RANCHO CUCAMONGA; U.S. DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 5:21-CV-01656-SP; NINTH CIRCUIT COURT OF APPEALS CASE NO. No. 22-55435. (CITY) Page 12 of 404 September 19, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Adjourned Regular Meetings Minutes City of Rancho Cucamonga | Page 2 of 5 D5. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION PURSUANT TO PARAGRAPH(1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: PEPE'S INC. V. CITY OF RANCHO CUCAMONGA, UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 5:20CV02506JGBSP (CITY) D6. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 12467 BASE LINE ROAD IDENTIFIED AS PARCEL NUMBERS 1090-331-03-0000, 1090-331-04-0000, 1089-581-04-0000; NEGOTIATING PARTIES JOHN GILLISON, CITY MANAGER REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND JOSEPH FILIPPI, JOSEPH FILIPPI WINERY AND VINEYARDS; REGARDING PRICE AND TERMS. – (CITY) D7. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. SOUTHERN CALIFORNIA EDISON COMPANY, SBSC CASE NO.: CIVSB2201969. (CITY) D8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY IDENTIFIED AS PARCEL NUMBERS 1089 593 01 0000 COMMONLY KNOWN AS ADDRESS 7150 ETIWANDA, RANCHO CUCAMONGA, CA 91730; NEGOTIATING PARTIES MATT BURRIS, DEPUTY CITY MANAGER ECONOMIC AND COMMUNITY DEVELOPMENT, REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND JIM BANKS REPRESENTING ETIWANDA HISTORIC SOCIETY, REGARDING PRICE AND TERMS. (CITY) D9. PUBLIC EMPLOYEE PERFORMANCE EVALUATION PER GOVERNMENT CODE SECTION 54957 (TITLE: CITY MANAGER) E. RECESS The closed session recessed at 6:57 p.m. ADJOURNED REGULAR MEETING – 7:00 PM CALL TO ORDER – COUNCIL CHAMBERS The Adjourned Regular meetings of the Rancho Cucamonga Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and the City of Rancho Cucamonga City Council were held on Tuesday, September 19, 2023, in the Council Chambers at City Hall, located at 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:01 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Nicholas Ghirelli, City Attorney; and Patricia Bravo- Valdez, MMC, Deputy Director of City Clerk Services. Mayor Pro Tem Kennedy led the Pledge of Allegiance. A. AMENDMENTS TO THE AGENDA None. B. ANNOUNCEMENT / PRESENTATIONS None. Page 13 of 404 September 19, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Adjourned Regular Meetings Minutes City of Rancho Cucamonga | Page 3 of 5 C. PUBLIC COMMUNICATIONS Mayor Michael noted that an email was submitted in opposition to the construction of Harvest Complex Apartments on Foothill and Milliken by Lory Mason and provided to the City Council for tonight’s City Council Meeting. Phillip Walker, spoke about a new film named "Sweetest Vacation" and noted that the City of Rancho Cucamonga is featured in the film. Charles Nuño, spoke about housing market trends, impacts of an increase in Accessory Dwelling Units (ADUs), a neighborhood nuisance by an adjacent property to his home and his opposition to current trends in which single family homes are turning into multi-family homes. City Manager Gillison referred Mr. Nuño to Community Improvement Manager, Carrie Rios, to address the neighbor nuisances stated by Mr. Nuño. D. CONSENT CALENDAR Council Member Scott announced that she will need to abstain on item D2, due to a potential conflict of interest as her employer is Southern California Gas Company. D1. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,104,794.84 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $3,020,885.05 Dated August 28, 2023, Through September 10, 2023. (CITY/FIRE D2. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $2,825.08 Dated August 28, 2023, Through September 10, 2023. (CITY/FIRE) D3. Consideration to Receive and File Current Investment Schedules as of August 31, 2023 for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE) D4. Consideration of the Purchase of Seven (7) Ford E-Transit Vans, One (1) Ford F-150 Truck, and One (1) 2-Ton Dump Truck from National Auto Fleet Group via the Sourcewell Contract in an Amount Not to Exceed $735,000. (CITY) D5. Consideration of the Purchase of Electrical Supplies in an Amount Not to Exceed $200,000 from Walters Wholesale Electric and Consolidated Electrical Distributors. (CITY/FIRE) D6. Consideration to approve a three (3) year Professional Services Agreement with Active Network, LLC., at a 1.56% to 4.42% Service Fee per Transaction for Web-based Program Registration, Facility Reservation, and Membership Management Services. (CITY) D7. Consideration of Amendment No. 5 to Contract No. CO 18-066 with AquaBio Environmental Technologies for Preventive Maintenance and Repair Services for Red Hill Lake and Floating Island in an Amount Not to Exceed $25,830 during FY 2023/24. (CITY) D8. Consideration to Accept Public Improvements on the Southwest Corner of Arrow Route and Hickory Avenue per Improvement Agreement, Related to Design Review DRC2018-00946, as Complete, File a Notice of Completion, and Authorize Release of Bonds. (CITY) D9. Consideration of Resolution Authorizing the Attestation of Veracity for the Rancho Cucamonga Municipal Utility 2022 Power Source Disclosure Annual Report and Power Content Label. (RESOLUTION NO. 2023-104) (CITY) Page 14 of 404 September 19, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Adjourned Regular Meetings Minutes City of Rancho Cucamonga | Page 4 of 5 D10. Consideration to Receive and File the Summary of the Public Safety Response to 2022 Holiday Lights Display and Consideration of a Resolution Temporarily Closing Portions of Thoroughbred and Jennet Streets, West Sapphire Street and East of Turquoise Avenue, and a Portion of Turquoise Avenue Between Jennet and Thoroughbred Streets, to Pedestrian Traffic During the Area’s 2023 Holiday Light Display. (RESOLUTION NO. 2023-105) (CITY) D11. Consideration to Accept and Allocate Grant Revenue in the Amount of $2,500 Awarded by the California State Library for Zip Books Services. (CITY) D12. Consideration to Authorize an Expenditure for Professional Land Survey Services by Towill Pursuant to Professional Services Agreement No. CO19-144 for the Preparation of Tentative and Final Subdivision Maps for Central Park in the Amount of $117,765 Plus a 10% Contingency; the Director of Engineering Services to Amend the Agreement to Increase the Annual Compensation for Fiscal Year 2023/24 to $280,000; and an Appropriation in the amount of $130,000 from the Park Development Fund (Fund 120). (CITY) MOTION: Moved by Council Member Hutchison, seconded by Council Member Stickler, to approve the Consent Calendar Agenda items D1 through D12, with Council Member/Board Member Scott abstaining on item D2. Motion carried 5-0. E.CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION None. F.ADMINISTRATIVE HEARING ITEM(S) None. G.ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT None. H.CITY MANAGER'S STAFF REPORT(S) H1. Presentation on the Fleet Utilization Study and Electric Vehicle (EV) Conversion Plan for the City of Rancho Cucamonga and Rancho Cucamonga Fire Protection District. (CITY/FIRE) City Manager Gillison introduced Lindsay McElwain, Management Analyst I, who gave the staff report along with a PowerPoint presentation on the University of Southern California Master of Public Administration Online Program Graduate Student Capstone Project on fleet utilization and EV conversion. The City Council commended the collaborative initiative between the Public Works Services Department and USC's Master of Public Administration Online Program (MPAOL) students and expressed desire to recognize the USC Master of Public Administration Online Program students with Certificates of Recognition for their efforts. Page 15 of 404 September 19, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Adjourned Regular Meetings Minutes City of Rancho Cucamonga | Page 5 of 5 I. COUNCIL BUSINESS I1. COUNCIL ANNOUNCEMENTS Council Member Scott reported her attendance at a recent 20 Year Anniversary Fundraiser for Operation Community Cares, a non-profit organization that helps and supports veterans and their families. She encouraged the community to support sending care packages to our serving Military through Operation Community Cares. I2. INTERAGENCY UPDATES None. J. CITY ATTORNEY ITEMS City Attorney Ghirelli reported that he received direction from the City Council to file a Nuisance Abatement Action on Closed Session item D1. He announced that information regarding the lawsuit will be made available once it is filed. K. IDENTIFICATION OF ITEMS FOR NEXT MEETING None. L. ADJOURNMENT Mayor Michael adjourned the Council Meeting at 7:36 p.m. Approved: Linda A. Troyan, MMC City Clerk Services Director Page 16 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council President and Members of the Boards of Directors FROM:John R. Gillison, City Manager INITIATED BY:Tamara L. Oatman, Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT:Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,043,844.43 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $8,833,022.26 Dated September 11, 2023, Through September 24, 2023. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Bi-weekly payroll is $1,255,814.65 and $788,029.78 for the City and the Fire District, respectively. Weekly check register amounts are $8,714,354.63 and $118,667.63 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION / VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register Page 17 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00016428 09/13/2023 360 DEEP CLEANING LLC 0.00 6,890.00 6,890.00 AP 00016429 09/13/2023 ABSOLUTE SECURITY INTERNATIONAL INC 50,148.65 0.00 50,148.65 AP 00016430 09/13/2023 ASSI SECURITY 165.00 0.00 165.00 AP 00016431 09/13/2023 BUREAU OF RECLAMATION 1,085.21 0.00 1,085.21 AP 00016432 09/13/2023 ELECNOR BELCO ELECTRIC INC 40,358.85 0.00 40,358.85 AP 00016433 09/13/2023 GENTRY BROTHERS INC 1,064,555.71 0.00 1,064,555.71 AP 00016434 09/13/2023 MIDWEST TAPE LLC 4,660.96 0.00 4,660.96 AP 00016435 09/13/2023 RE ASTORIA 2 LLC 126,929.14 0.00 126,929.14 AP 00016436 09/13/2023 SAN BERNARDINO COUNTY SHERIFF'S DEPT 4,132,008.00 0.00 4,132,008.00 AP 00016437 09/13/2023 SAN BERNARDINO COUNTY 20.00 0.00 20.00 AP 00016438 09/13/2023 SHELL ENERGY NORTH AMERICA 600,570.90 0.00 600,570.90 AP 00016439 09/13/2023 US DEPARTMENT OF ENERGY 17,427.03 0.00 17,427.03 AP 00016440 09/20/2023 ASSI SECURITY 808.13 0.00 808.13 AP 00016441 09/20/2023 CALIF GOVERNMENT VEBA / RANCHO CUCAMONGA 27,029.02 0.00 27,029.02 AP 00016442 09/20/2023 COLLABORATIVE SOLUTIONS LLC 155,831.53 0.00 155,831.53 AP 00016443 09/20/2023 DIAMOND ENVIRONMENTAL SERVICES 107.14 0.00 107.14 AP 00016444 09/20/2023 FEHR & PEERS 3,003.00 0.00 3,003.00 AP 00016445 09/20/2023 GENERATOR SERVICES CO INC 1,685.22 0.00 1,685.22 AP 00016446 09/20/2023 GOD IS THE STAR PRODUCTIONS 20,000.00 0.00 20,000.00 AP 00016447 09/20/2023 RCCEA 1,465.50 0.00 1,465.50 AP 00016448 09/20/2023 RCPFA 13,543.01 0.00 13,543.01 ***AP 00016449 09/20/2023 RICHARDS WATSON & GERSHON 80,166.36 4,767.90 84,934.26 AP 00016450 09/20/2023 RIVERSIDE, CITY OF 11,409.00 0.00 11,409.00 AP 00016451 09/20/2023 YUNEX LLC 6,683.00 0.00 6,683.00 AP 00439808 09/13/2023 AJ'S ENTERTAINMENT 7,600.00 0.00 7,600.00 AP 00439809 09/13/2023 ALLSTAR FIRE EQUIPMENT INC 0.00 4,186.34 4,186.34 AP 00439810 09/13/2023 ALPHAGRAPHICS 497.00 0.00 497.00 AP 00439811 09/13/2023 ANDERSON, REBECCA 290.00 0.00 290.00 AP 00439812 09/13/2023 BEE REMOVERS 0.00 495.00 495.00 AP 00439813 09/13/2023 BERN MARIE'S PROMOTIONAL PRODUCTS 691.38 0.00 691.38 AP 00439814 09/13/2023 BIANE BROTHERS 5,500.00 0.00 5,500.00 AP 00439815 09/13/2023 BON AIR INC 355,775.00 0.00 355,775.00 AP 00439816 09/13/2023 BRIGHTLY SOFTWARE INC 16,890.00 0.00 16,890.00 AP 00439817 09/13/2023 BRIGHTVIEW LANDSCAPE SERVICES INC 20,511.00 0.00 20,511.00 AP 00439818 09/13/2023 BRINKS INCORPORATED 3,222.62 0.00 3,222.62 AP 00439819 09/13/2023 BROWNE, KEGAN 100.00 0.00 100.00 AP 00439820 09/13/2023 C V W D 0.00 556.34 556.34 AP 00439821 09/13/2023 C V W D 323.18 0.00 323.18 AP 00439823 09/13/2023 C V W D 24,711.30 0.00 24,711.30 AP 00439824 09/13/2023 CAMERON-DANIEL PC 1,006.50 0.00 1,006.50 AP 00439825 09/13/2023 CAN/AM TECHNOLOGIES INC 67,240.00 0.00 67,240.00 AP 00439826 09/13/2023 CASTANEDA, MIGUEL ANGEL 2,844.00 0.00 2,844.00 AP 00439827 09/13/2023 CHAMPION AWARDS & SPECIALTIES 21.55 0.00 21.55 AP 00439828 09/13/2023 CHAMPION FIRE SYSTEMS INC 2,060.94 0.00 2,060.94 AP 00439829 09/13/2023 CHRISTIAN, FABIEN 70.00 0.00 70.00 AP 00439830 09/13/2023 COAST FITNESS REPAIR SHOP 1,105.87 0.00 1,105.87 AP 00439831 09/13/2023 CORODATA MEDIA STORAGE INC 78.44 0.00 78.44 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:1 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 18 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00439832 09/13/2023 COURVILLE, PAUL RENE 75.00 0.00 75.00 AP 00439833 09/13/2023 D & K CONCRETE COMPANY 21,408.83 0.00 21,408.83 AP 00439834 09/13/2023 DAISYECO INC 95.32 0.00 95.32 AP 00439835 09/13/2023 DAVID, ROMEO 150.65 0.00 150.65 AP 00439836 09/13/2023 DE GUZMAN, CLARENCE 38.73 0.00 38.73 AP 00439837 09/13/2023 DE LA CRUZ, MARILYN 159.45 0.00 159.45 AP 00439838 09/13/2023 DEER CREEK CAR WASH 3,992.00 0.00 3,992.00 AP 00439839 09/13/2023 DEPENDABLE COMPANY INC 30.00 0.00 30.00 AP 00439840 09/13/2023 DESAI, RONAK 4,080.00 0.00 4,080.00 AP 00439841 09/13/2023 EAN SERVICES LLC 0.00 780.39 780.39 AP 00439842 09/13/2023 EMERGENCY MEDICAL PRODUCTS 0.00 1,239.02 1,239.02 AP 00439843 09/13/2023 EXECUTIVE DETAIL SERVICES 0.00 260.00 260.00 AP 00439844 09/13/2023 EXPERIAN 52.00 0.00 52.00 AP 00439845 09/13/2023 FEDERAL EXPRESS CORP 25.05 0.00 25.05 AP 00439846 09/13/2023 FIRE APPARATUS SOLUTIONS 0.00 420.18 420.18 AP 00439847 09/13/2023 FIRSTCARBON SOLUTIONS 15,980.15 0.00 15,980.15 AP 00439848 09/13/2023 FOLKENS, KIMBERLI 143.94 0.00 143.94 AP 00439849 09/13/2023 FRANKLIN TRUCK PARTS INC 0.00 466.69 466.69 AP 00439850 09/13/2023 FUEL SERV 3,991.03 0.00 3,991.03 ***AP 00439851 09/13/2023 G/M BUSINESS INTERIORS 2,245.24 608.93 2,854.17 AP 00439852 09/13/2023 GENTRY GENERAL ENGINEERING INC 132.15 0.00 132.15 AP 00439853 09/13/2023 GOLDEN OAKS VET HOSPITAL 400.00 0.00 400.00 AP 00439854 09/13/2023 GOVERNMENTJOBS.COM INC 30,606.55 0.00 30,606.55 AP 00439855 09/13/2023 GRAINGER 953.16 0.00 953.16 AP 00439856 09/13/2023 GRAYBAR ELECTRIC COMPANY INC 1,030.74 0.00 1,030.74 AP 00439857 09/13/2023 GUO, MENG 64.76 0.00 64.76 AP 00439858 09/13/2023 HARRIS, JACOB 97.00 0.00 97.00 AP 00439859 09/13/2023 HE, SHANZHENG 84.03 0.00 84.03 AP 00439860 09/13/2023 HELGESEN, JESSICA 279.00 0.00 279.00 AP 00439861 09/13/2023 HILL & ASSOCIATES INC, TERRY M 19,200.00 0.00 19,200.00 AP 00439862 09/13/2023 HILL'S PET NUTRITION SALES INC 187.48 0.00 187.48 AP 00439863 09/13/2023 HOLLIDAY ROCK CO INC 2,336.02 0.00 2,336.02 AP 00439864 09/13/2023 HOME DEPOT CREDIT SERVICES 597.09 0.00 597.09 AP 00439865 09/13/2023 HOSE-MAN INC 457.52 0.00 457.52 AP 00439866 09/13/2023 HUNT, KAREN 62.95 0.00 62.95 AP 00439867 09/13/2023 IDEXX DISTRIBUTION INC 5.34 0.00 5.34 AP 00439868 09/13/2023 INTERSTATE ALL BATTERY CENTER 1,547.08 0.00 1,547.08 AP 00439869 09/13/2023 INTERVET INC 6,028.61 0.00 6,028.61 AP 00439870 09/13/2023 ITRON INC 9,847.60 0.00 9,847.60 AP 00439871 09/13/2023 JOSEPH, BELL LUKE 87.00 0.00 87.00 AP 00439872 09/13/2023 KILGORE, BARBARA 253.00 0.00 253.00 AP 00439873 09/13/2023 KINGDOM CALIBRATIONS INC 0.00 140.00 140.00 AP 00439874 09/13/2023 LEE, SAM 113.12 0.00 113.12 AP 00439875 09/13/2023 LIFE-ASSIST INC 0.00 40.07 40.07 AP 00439876 09/13/2023 MAIN STREET SIGNS 2,379.07 0.00 2,379.07 AP 00439877 09/13/2023 MCFADDEN-DALE HARDWARE 80.91 0.00 80.91 AP 00439878 09/13/2023 MDG ASSOCIATES INC 65.00 0.00 65.00 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:2 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 19 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00439879 09/13/2023 MERRIMAC PETROLEUM INC 37,408.14 0.00 37,408.14 ***AP 00439880 09/13/2023 MESA ENERGY SYSTEMS INC 18,434.34 4,770.00 23,204.34 AP 00439881 09/13/2023 MILLIGAN, MICHAEL 42.00 0.00 42.00 AP 00439882 09/13/2023 MIRAMONTES, SAMARA 150.00 0.00 150.00 AP 00439883 09/13/2023 NAPA AUTO PARTS 0.00 1,464.31 1,464.31 AP 00439884 09/13/2023 NATIONAL UTILITY LOCATORS LLC 6,150.00 0.00 6,150.00 AP 00439885 09/13/2023 NEWCO DISTRIBUTORS INC 1,386.53 0.00 1,386.53 AP 00439886 09/13/2023 OATMAN, TAMARA 1,031.18 0.00 1,031.18 AP 00439888 09/13/2023 ODP BUSINESS SOLUTIONS LLC 2,870.32 0.00 2,870.32 AP 00439889 09/13/2023 ONLY CREMATIONS FOR PETS INC 867.00 0.00 867.00 AP 00439890 09/13/2023 ONTARIO, CITY OF 35,344.70 0.00 35,344.70 AP 00439891 09/13/2023 OPEN APPS INC 16,823.52 0.00 16,823.52 AP 00439892 09/13/2023 ORANGE LINE OIL COMPANY 62.22 0.00 62.22 ***AP 00439893 09/13/2023 OWEN GROUP LIMITED PARTNERSHIP 42,900.00 14,300.00 57,200.00 AP 00439894 09/13/2023 PEREZ, MARIA 250.00 0.00 250.00 AP 00439895 09/13/2023 PIERCE, CYNTHIA 981.96 0.00 981.96 AP 00439896 09/13/2023 POPE, JUSTIN 74.02 0.00 74.02 AP 00439897 09/13/2023 PORAC LEGAL DEFENSE FUND 216.00 0.00 216.00 AP 00439898 09/13/2023 PSA PRINT GROUP 48.49 0.00 48.49 AP 00439899 09/13/2023 RADER, BRANDY 10.00 0.00 10.00 AP 00439900 09/13/2023 RANCHO WEST ANIMAL HOSPITAL 200.00 0.00 200.00 AP 00439901 09/13/2023 RODERICK, MACK 139.00 0.00 139.00 AP 00439902 09/13/2023 ROMAN, JANET 25.00 0.00 25.00 AP 00439903 09/13/2023 SAN BERNARDINO COUNTY 0.00 12,430.56 12,430.56 AP 00439904 09/13/2023 SKYLINE SAFETY & SUPPLY 231.42 0.00 231.42 AP 00439905 09/13/2023 SO CAL SANDBAGS 11,962.50 0.00 11,962.50 AP 00439906 09/13/2023 SOARES AUTOMOTIVE INC 40,058.35 0.00 40,058.35 AP 00439907 09/13/2023 SOUTH BAY FOUNDRY INC 1,005.94 0.00 1,005.94 ***AP 00439914 09/13/2023 SOUTHERN CALIFORNIA EDISON 134,237.00 5,166.68 139,403.68 AP 00439915 09/13/2023 SOUTHERN CALIFORNIA EDISON 477.44 0.00 477.44 AP 00439916 09/13/2023 THOMSON REUTERS - WEST 380.00 0.00 380.00 AP 00439917 09/13/2023 TROYAN, LINDA A 46.46 0.00 46.46 AP 00439918 09/13/2023 TRUEPOINT SOLUTIONS 2,475.00 0.00 2,475.00 AP 00439919 09/13/2023 U.S. BANK PARS ACCT #6746022500 12,656.63 0.00 12,656.63 AP 00439920 09/13/2023 U.S. BANK PARS ACCT #6746022500 1,144.38 0.00 1,144.38 AP 00439921 09/13/2023 U.S. BANK PARS ACCT #6745033700 6,605.00 0.00 6,605.00 AP 00439922 09/13/2023 ULINE 95.27 0.00 95.27 AP 00439923 09/13/2023 UNITY COURIER SERVICE INC 1,396.35 0.00 1,396.35 AP 00439924 09/13/2023 VELASQUEZ, JESUS 97.00 0.00 97.00 AP 00439925 09/13/2023 VERIZON WIRELESS - LA 249.34 0.00 249.34 AP 00439926 09/13/2023 VERIZON WIRELESS - LA 6,981.65 0.00 6,981.65 AP 00439927 09/13/2023 VICTOR MEDICAL COMPANY 827.18 0.00 827.18 AP 00439928 09/13/2023 VISTA PAINT 671.15 0.00 671.15 AP 00439929 09/13/2023 VULCAN MATERIALS COMPANY 224.12 0.00 224.12 AP 00439930 09/13/2023 WARDEN, SARAH 0.00 320.00 320.00 ***AP 00439931 09/13/2023 WAXIE SANITARY SUPPLY 3,373.43 1,708.99 5,082.42 AP 00439932 09/13/2023 WIRZ & COMPANY 440.70 0.00 440.70 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:3 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 20 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00439933 09/13/2023 YOO, ANDREW 60.12 0.00 60.12 AP 00439934 09/20/2023 A+ SIGN SHOPS INC 1,310.00 0.00 1,310.00 AP 00439935 09/20/2023 ADOBE ANIMAL HOSPITAL 300.00 0.00 300.00 AP 00439936 09/20/2023 AGBOBU, VICTORIA 67.39 0.00 67.39 ***AP 00439937 09/20/2023 AIRGAS USA LLC 868.92 425.95 1,294.87 AP 00439938 09/20/2023 ALLIED UNIVERSAL SECURITY SERVICES 15,552.70 0.00 15,552.70 AP 00439939 09/20/2023 ARS BILLIARDS INC 2,200.00 0.00 2,200.00 AP 00439940 09/20/2023 BENNETT, JEFFREY 659.85 0.00 659.85 AP 00439941 09/20/2023 BEST OUTDOOR POWER INLAND LLC 284.69 0.00 284.69 AP 00439942 09/20/2023 BIBLIOTHECA LLC 4,377.29 0.00 4,377.29 AP 00439943 09/20/2023 BLUEBEAM INC 200.00 0.00 200.00 AP 00439944 09/20/2023 BOLTON, HEATHER 50.00 0.00 50.00 AP 00439945 09/20/2023 BORDIN SEMMER LLP 1,105.99 0.00 1,105.99 AP 00439946 09/20/2023 BRAUN BLAISING SMITH WYNNE 1,051.09 0.00 1,051.09 AP 00439947 09/20/2023 BRIGHTVIEW LANDSCAPE SERVICES INC 23,887.28 0.00 23,887.28 AP 00439948 09/20/2023 BROWNE, KEGAN 50.00 0.00 50.00 AP 00439949 09/20/2023 C V W D 250.76 0.00 250.76 AP 00439950 09/20/2023 C V W D 0.00 344.52 344.52 ***AP 00439955 09/20/2023 C V W D 98,307.46 757.07 99,064.53 AP 00439956 09/20/2023 CABRERA, MELISSA 50.00 0.00 50.00 ***AP 00439957 09/20/2023 CALIF DEPT OF TAX & FEE ADMINISTRATION 305.34 518.47 823.81 AP 00439958 09/20/2023 CALIF UNDERGROUND FAC SAFE EXCAVATION BOARD 48.82 0.00 48.82 AP 00439959 09/20/2023 CALIFORNIA DEPARTMENT OF TECHNOLOGY 1,108.18 0.00 1,108.18 AP 00439960 09/20/2023 CALIFORNIA MUNICIPAL STATISTICS INC 480.00 0.00 480.00 AP 00439961 09/20/2023 CALIFORNIA, STATE OF 50.00 0.00 50.00 AP 00439962 09/20/2023 CALIFORNIA, STATE OF 200.00 0.00 200.00 AP 00439963 09/20/2023 CALIX INC 2,688.36 0.00 2,688.36 AP 00439964 09/20/2023 CalPERS LONG-TERM CARE PROGRAM 221.35 0.00 221.35 AP 00439965 09/20/2023 CARAHSOFT TECHNOLOGY CORP 11,301.15 0.00 11,301.15 AP 00439966 09/20/2023 CARDIO PARTNERS INC 0.00 279.08 279.08 AP 00439967 09/20/2023 CARQUEST AUTO PARTS 1,323.18 0.00 1,323.18 AP 00439968 09/20/2023 CASTRO, DAVID 239.25 0.00 239.25 AP 00439969 09/20/2023 CHAMPION FIRE SYSTEMS INC 5,962.88 0.00 5,962.88 AP 00439970 09/20/2023 CHEN, DAVID 0.00 320.00 320.00 AP 00439971 09/20/2023 CHOI, ELLEN 50.00 0.00 50.00 AP 00439972 09/20/2023 CHOW, NAOMI 50.00 0.00 50.00 ***AP 00439973 09/20/2023 CINTAS CORPORATION 4,386.58 685.43 5,072.01 AP 00439974 09/20/2023 CITRUS MOTORS ONTARIO INC 396.33 0.00 396.33 ***AP 00439975 09/20/2023 COAST FITNESS REPAIR SHOP 617.31 654.06 1,271.37 AP 00439976 09/20/2023 COMPUTERSHARE TRUST COMPANY NA 2,500.00 0.00 2,500.00 AP 00439977 09/20/2023 CORODATA MEDIA STORAGE INC 50.00 0.00 50.00 AP 00439978 09/20/2023 COUNSELING TEAM INTERNATIONAL, THE 0.00 5,477.50 5,477.50 AP 00439979 09/20/2023 COVETRUS NORTH AMERICA 430.62 0.00 430.62 AP 00439980 09/20/2023 CR&A CUSTOM INC 133.27 0.00 133.27 AP 00439981 09/20/2023 DAISYECO INC 190.49 0.00 190.49 AP 00439982 09/20/2023 DAPEER ROSENBLIT & LITVAK LLP 4,703.80 0.00 4,703.80 AP 00439983 09/20/2023 DIAZ, DALYNN 50.00 0.00 50.00 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:4 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 21 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00439984 09/20/2023 DICUS SHERIFF-CORONER, SHANNON D 232.90 0.00 232.90 AP 00439985 09/20/2023 DUNN-EDWARDS CORPORATION 149.32 0.00 149.32 AP 00439986 09/20/2023 EMERGENCY MEDICAL PRODUCTS 0.00 2,705.21 2,705.21 AP 00439987 09/20/2023 ESPINOZA, ALICE 177.84 0.00 177.84 AP 00439988 09/20/2023 EWING IRRIGATION PRODUCTS INC 1,474.16 0.00 1,474.16 AP 00439989 09/20/2023 EXPRESS BRAKE SUPPLY INC 1,409.04 0.00 1,409.04 AP 00439990 09/20/2023 FEDERAL EXPRESS CORP 84.53 0.00 84.53 AP 00439991 09/20/2023 FERGUSON ENTERPRISES LLC #1350 2,692.56 0.00 2,692.56 AP 00439992 09/20/2023 FOSTER & FOSTER INC 0.00 2,500.00 2,500.00 ***AP 00439993 09/20/2023 FRONTIER COMM 1,397.61 347.83 1,745.44 ***AP 00439994 09/20/2023 FRONTIER COMM 187.54 437.61 625.15 AP 00439995 09/20/2023 GENTRY GENERAL ENGINEERING INC 42,182.41 0.00 42,182.41 AP 00439996 09/20/2023 GOLDSTAR ASPHALT PRODUCTS 83.51 0.00 83.51 AP 00439997 09/20/2023 GONZAGA, GRAIME 46.42 0.00 46.42 AP 00439998 09/20/2023 GONZALEZ, STEFANIE 50.00 0.00 50.00 AP 00439999 09/20/2023 GOSE, DALE 50.00 0.00 50.00 AP 00440000 09/20/2023 GOVERNMENTJOBS.COM INC 72,068.87 0.00 72,068.87 ***AP 00440001 09/20/2023 GRAINGER 1,419.99 1,318.92 2,738.91 AP 00440002 09/20/2023 GRAPHICS FACTORY PRINTING INC 1,284.92 0.00 1,284.92 AP 00440003 09/20/2023 GREGORY, SARAH 50.00 0.00 50.00 AP 00440004 09/20/2023 HAULAWAY STORAGE CONTAINERS INC 119.84 0.00 119.84 AP 00440005 09/20/2023 HELGESEN, JESSICA 260.92 0.00 260.92 AP 00440006 09/20/2023 HERNANDEZ, ANDREA 50.00 0.00 50.00 AP 00440007 09/20/2023 HOLLIDAY ROCK CO INC 1,364.13 0.00 1,364.13 AP 00440008 09/20/2023 HUANG, LISA 50.00 0.00 50.00 AP 00440009 09/20/2023 IDEXX DISTRIBUTION INC 2,332.45 0.00 2,332.45 AP 00440010 09/20/2023 INLAND VALLEY REPERTORY THEATRE 17,767.76 0.00 17,767.76 AP 00440011 09/20/2023 INTERSTATE ALL BATTERY CENTER 347.44 0.00 347.44 AP 00440012 09/20/2023 JOHNNY ALLEN TENNIS ACADEMY 2,653.80 0.00 2,653.80 AP 00440013 09/20/2023 JOHNSON, NICHOLAS 0.00 320.00 320.00 AP 00440014 09/20/2023 KHAWAJAH, NASSIF 1,776.06 0.00 1,776.06 AP 00440015 09/20/2023 LEVEL 3 COMMUNICATIONS LLC 6,119.51 0.00 6,119.51 AP 00440016 09/20/2023 LIEBERT CASSIDY WHITMORE 24,010.25 0.00 24,010.25 ***AP 00440018 09/20/2023 LOWES COMPANIES INC 7,240.85 1,237.91 8,478.76 AP 00440019 09/20/2023 LUCAS, JIM 1,750.00 0.00 1,750.00 AP 00440020 09/20/2023 MACIAS, SANDRA 50.00 0.00 50.00 AP 00440021 09/20/2023 MAGELLAN ADVISORS LLC 3,500.00 0.00 3,500.00 AP 00440022 09/20/2023 MAIN STREET SIGNS 1,998.61 0.00 1,998.61 ***AP 00440023 09/20/2023 MARIPOSA LANDSCAPES INC 35,542.14 15,156.50 50,698.64 AP 00440024 09/20/2023 MARTINEZ, JOSEPH 342.51 0.00 342.51 AP 00440025 09/20/2023 MERRIMAC PETROLEUM INC 37,340.90 0.00 37,340.90 ***AP 00440026 09/20/2023 MESA ENERGY SYSTEMS INC 38,280.05 3,267.51 41,547.56 AP 00440027 09/20/2023 MIDWEST VETERINARY SUPPLY INC 1,021.46 0.00 1,021.46 AP 00440028 09/20/2023 MINUTEMAN PRESS 0.00 2,147.05 2,147.05 AP 00440029 09/20/2023 MU, JIAN HENG 5.41 0.00 5.41 AP 00440030 09/20/2023 MWI ANIMAL HEALTH 595.14 0.00 595.14 AP 00440031 09/20/2023 MYERS TIRE SUPPLY COMPANY 0.00 763.76 763.76 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:5 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 22 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount ***AP 00440032 09/20/2023 NAPA AUTO PARTS 16.31 1,192.91 1,209.22 AP 00440033 09/20/2023 NATIONAL UTILITY LOCATORS LLC 2,025.00 0.00 2,025.00 AP 00440034 09/20/2023 NATIONWIDE PREMIUM HOLDING 634.79 0.00 634.79 AP 00440035 09/20/2023 NAVA, DENISE 49.00 0.00 49.00 AP 00440036 09/20/2023 NEW COLOR SILK SCREEN & GRAPHICS 1,436.58 0.00 1,436.58 AP 00440037 09/20/2023 NORTH AMERICAN RESCUE LLC 0.00 2,559.40 2,559.40 AP 00440038 09/20/2023 NV5 INC 20,948.71 0.00 20,948.71 ***AP 00440039 09/20/2023 ODP BUSINESS SOLUTIONS LLC 1,271.69 660.78 1,932.47 AP 00440040 09/20/2023 ONTARIO SPAY & NEUTER INC 855.00 0.00 855.00 AP 00440041 09/20/2023 PACIFIC UTILITY INSTALLATION INC 601,808.85 0.00 601,808.85 AP 00440042 09/20/2023 PARS 3,500.00 0.00 3,500.00 AP 00440043 09/20/2023 PARTS AUTHORITY LLC, THE 331.66 0.00 331.66 AP 00440044 09/20/2023 PAYMENTUS CORPORATION 996.50 0.00 996.50 AP 00440045 09/20/2023 PH&S PRODUCTS LLC 0.00 3,980.00 3,980.00 AP 00440046 09/20/2023 PLANETBIDS INC 9,900.00 0.00 9,900.00 AP 00440047 09/20/2023 POSTAL PERFECT 150.00 0.00 150.00 AP 00440048 09/20/2023 PRE-PAID LEGAL SERVICES INC 53.36 0.00 53.36 AP 00440049 09/20/2023 PSA PRINT GROUP 86.20 0.00 86.20 AP 00440050 09/20/2023 RANCHO SMOG CENTER 149.85 0.00 149.85 AP 00440051 09/20/2023 RASTACLAT 499.50 0.00 499.50 AP 00440052 09/20/2023 RED WING BUSINESS ADVANTAGE ACCOUNT 352.84 0.00 352.84 AP 00440053 09/20/2023 RIVERA, JANAE 50.00 0.00 50.00 AP 00440054 09/20/2023 RNR PRODUCTIONS LLC 6,500.00 0.00 6,500.00 AP 00440055 09/20/2023 ROADLINE PRODUCTS INC 558.15 0.00 558.15 AP 00440056 09/20/2023 RODRIGUEZ, DANIEL 287.10 0.00 287.10 AP 00440057 09/20/2023 RODRIGUEZ, GABRIEL 63.71 0.00 63.71 AP 00440058 09/20/2023 SAM'S CLUB / SYNCHRONY BANK 54.38 0.00 54.38 AP 00440059 09/20/2023 SAMARO JR, FRANK 982.60 0.00 982.60 AP 00440060 09/20/2023 SAN BERNARDINO COUNTY 15,216.72 0.00 15,216.72 AP 00440061 09/20/2023 SBPEA 2,540.31 0.00 2,540.31 AP 00440062 09/20/2023 SDI PRESENCE LLC 26,917.50 0.00 26,917.50 AP 00440063 09/20/2023 SHRED PROS 253.00 0.00 253.00 AP 00440064 09/20/2023 SIGN SHOP, THE 129.30 0.00 129.30 AP 00440065 09/20/2023 SILVER & WRIGHT LLP 3,347.20 0.00 3,347.20 AP 00440066 09/20/2023 SITEONE LANDSCAPE SUPPLY LLC 8,090.88 0.00 8,090.88 AP 00440067 09/20/2023 SMITH PIPE & SUPPLY INC 734.56 0.00 734.56 AP 00440069 09/20/2023 SOCIAL VOCATIONAL SERVICES 9,207.00 0.00 9,207.00 AP 00440070 09/20/2023 SOUTH COAST AQMD 1,170.17 0.00 1,170.17 ***AP 00440073 09/20/2023 SOUTHERN CALIFORNIA EDISON 15,359.10 3,062.24 18,421.34 AP 00440074 09/20/2023 SOUTHERN CALIFORNIA EDISON 3,927.45 0.00 3,927.45 AP 00440075 09/20/2023 SPECTRUM GAS PRODUCTS 0.00 40.00 40.00 AP 00440076 09/20/2023 SUN BADGE CO 0.00 908.67 908.67 AP 00440077 09/20/2023 SUNRUN INSTALLATION SERVICES INC 471.34 0.00 471.34 AP 00440078 09/20/2023 TESLA ENERGY OPERATIONS INC 77.72 0.00 77.72 AP 00440079 09/20/2023 TORO TOWING 250.00 0.00 250.00 AP 00440080 09/20/2023 TOXGUARD FLUID TECHNOLOGIES INC 627.50 0.00 627.50 AP 00440081 09/20/2023 TRANSWEST TRUCK CENTER LLC 3,726.16 0.00 3,726.16 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:6 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 23 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Excluding So Calif Gas Company. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount AP 00440082 09/20/2023 TROY ROOFING INC 531.18 0.00 531.18 AP 00440083 09/20/2023 U S BANK CORPORATE TRUST 10,280.00 0.00 10,280.00 AP 00440084 09/20/2023 UNDERGROUND SERVICE ALERT/SC 235.75 0.00 235.75 AP 00440085 09/20/2023 UNITED SITE SERVICES OF CA INC 305.29 0.00 305.29 AP 00440086 09/20/2023 UNIVERSAL FLEET SUPPLY 0.00 387.85 387.85 AP 00440087 09/20/2023 UPS 59.46 0.00 59.46 AP 00440088 09/20/2023 VCA CALIFORNIA VETERINARY SPECIALISTS 317.87 0.00 317.87 AP 00440089 09/20/2023 VENDNOVATION LLC 0.00 5,200.00 5,200.00 AP 00440090 09/20/2023 VERIZON 41.99 0.00 41.99 AP 00440091 09/20/2023 VERIZON BUSINESS 40.51 0.00 40.51 AP 00440092 09/20/2023 VICTOR MEDICAL COMPANY 2,625.44 0.00 2,625.44 AP 00440093 09/20/2023 VICTORIA ANIMAL HOSPITAL 100.00 0.00 100.00 AP 00440094 09/20/2023 VILLA FAMILY LLC 15,000.00 0.00 15,000.00 AP 00440095 09/20/2023 VIRGIN PULSE INC 1,998.00 0.00 1,998.00 AP 00440096 09/20/2023 VISION SERVICE PLAN CA 11,123.49 0.00 11,123.49 AP 00440097 09/20/2023 VISTA PAINT 1,420.32 0.00 1,420.32 AP 00440098 09/20/2023 VSA INC 7,280.00 0.00 7,280.00 AP 00440099 09/20/2023 VULCAN MATERIALS COMPANY 660.57 0.00 660.57 AP 00440100 09/20/2023 WAXIE SANITARY SUPPLY 6,683.65 0.00 6,683.65 AP 00440101 09/20/2023 WEDELL, SHANNON 31.76 0.00 31.76 AP 00440102 09/20/2023 WEST COAST ARBORISTS INC 16,257.70 0.00 16,257.70 AP 00440103 09/20/2023 WESTRUX INTERNATIONAL INC 2,081.05 0.00 2,081.05 AP 00440104 09/20/2023 WHITE, VANNESSA 306.25 0.00 306.25 AP 00440105 09/20/2023 WILLIAMS, KIMBERLY 33.00 0.00 33.00 AP 00440106 09/20/2023 WILLIAMS, NAILANI 198.00 0.00 198.00 AP 00440107 09/20/2023 WILSON & BELL AUTO SERVICE 2,425.01 0.00 2,425.01 AP 00440108 09/20/2023 WOLFE, SARAH 50.00 0.00 50.00 AP 00440109 09/20/2023 ZARAGOZA, IMELDA 50.00 0.00 50.00 AP 00440110 09/20/2023 ZOETIS US LLC 316.91 0.00 316.91 $8,714,354.63 $8,833,022.26 $118,667.63 Note: Grand Total: Total Fire: Total City: *** Check Number includes both City and Fire District expenditures 08:40:32 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:7 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 24 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council President and Members of the Boards of Directors FROM:John R. Gillison, City Manager INITIATED BY:Tamara L. Oatman, Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT:Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $409.51 Dated September 11, 2023, Through September 24, 2023. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Weekly check register amounts are $88.43 and $321.08 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION / VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register Page 25 of 404 Agenda Check Register RANCHO CUCAMONGA FIRE PROTECTION DISTRICT So Calif Gas Company Only. AND CITY OF RANCHO CUCAMONGA 9/11/2023 through 9/24/2023 Check No.Check Date Vendor Name City Fire Amount ***AP 00440068 09/20/2023 SOCAL GAS 88.43 321.08 409.51 $88.43 $409.51 $321.08 Note: Grand Total: Total Fire: Total City: *** Check Number includes both City and Fire District expenditures 08:53:25 09/25/2023Current Date:VLOPEZ - Veronica Lopez Page:1 Time:CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User: Report:Page 26 of 404 DATE:October 4, 2023 TO:President and Members of the Board of Directors FROM:John R. Gillison, City Manager INITIATED BY:Mike McCliman, Fire Chief Robert Ball, Fire Marshal Michelle Cowles, Management Analyst II SUBJECT:Consideration of Amendment No. 006 to the Professional Services Agreement with Inland Empire Property Services, Incorporated for Weed and Fire Hazard Abatement Services in the Amount of $35,000. (FIRE) RECOMMENDATION: Staff recommends the Fire Board of the Rancho Cucamonga Fire Protection District approve Inland Empire Property Services, Inc. Contract #FD18-017, Amendment No. 006, for weed and fire hazard abatement services. This Amendment will extend the term of the Agreement for one (1) additional year through July 1, 2024, and increase the annual Agreement by $35,000. BACKGROUND: A City ordinance and Fire District resolution, approved on August 4, 2010, empowered the Fire District to manage weed and fire hazard abatement for the City and assess various fees related to the Weed and Fire Hazard Abatement Administration Program. Among the provisions in the ordinance is the ability of the District to contract with companies that provide weed and fire hazard abatement services. These contract services are needed when property owners do not respond to the District's notices to abate weed and fire hazards. When a property owner fails to complete the required abatement, the Fire District engages the services of an approved contractor to provide the necessary abatement. The contractor bills the Fire District for the work that is completed. Upon satisfactory evidence that the work has been completed per the ordinance, the Fire District pays the contractor according to the terms of the Professional Services Agreement. The Fire District then bills the property owner for the cost of the abatement services plus an administrative fee that covers the staff time necessary to arrange the abatement and handle the documentation necessary to verify the work and generate the billing. If the property owner does not pay the Fire District for costs incurred, the Fire District places the costs on the tax roll for payment with the following property tax assessment. Administering the Weed and Fire Hazard Abatement Program is cost-neutral because the payments made by the Fire District to the contractor are recovered in full either by the property owner paying the invoice prepared by the Fire District or having the invoice paid as a tax assessment. The staff time required to administer the Weed and Fire Hazard Abatement Program is fully recovered by the assessment of administrative fees approved by the Fire Board. The Fire Board recently adjusted these fees in December 2020 to align with the actual administrative costs of the program as determined by a fee study conducted by an independent third-party consultant. Page 27 of 404 Page 2 2 0 2 8 ANALYSIS: Although the number of vacant and undeveloped parcels has remained largely unchanged over the past several years, an increasing number of these parcels have required the services of the District's weed and fire hazard abatement contractor because the owners have not been doing the work to the extent they have in the past. Additionally, the weather significantly affects the need for and amount of abatement each year. In years when spring and summer precipitation is low, fewer parcels need abatement in the fall. In years when winter rain is high, as was the case this year, the vegetation grows very dense and tall. This requires additional work by the contractors to bring the parcels into compliance. The costs for weed abatement are somewhat predictable but are also impacted by several variables. It is sometimes necessary to increase funding for weed and fire hazard abatement services from season to season to pay the contractor for the additional work. The original term of the 2018 agreement with Inland Empire Property Services (Inland) was one (1) year, with the option to renew the agreement in one-year increments up to a total of five (5) years. Renewals are contingent upon the City Manager's approval, subject to pricing review and Fire Board approval of any increases in the contract amount. The contract with Inland has been renewed three times following the initial year of the contract. All of those renewals have been without increases to Inland's compensation. When approached with the option to renew for a fifth and final year under the current contract, Inland indicated an interest in renewing but also informed the District that it would like to engage in meetings to consider a revision to the compensation due to cost increases experienced as a result of labor shortages and unanticipated inflation. The District was agreeable to such meetings. Inland's request for compensation increase included a 36% increase for skid steer loader work, a 43% increase for tractor-drawn mowing, a 55% increase for dozer work, and a 67% increase for general hand work. District staff researched cost increases in similar services over the period of the contract. It determined that a 30% increase for all services was a recommendation to the City Manager and Fire Board that could be supported. Inland was offered a 30% increase for all services and accepted the offer. FISCAL IMPACT: Amendment No. 006 to Inland Empire Property Services Contract No. FD18-017 increases the total contract amount from $140,000 to $175,000. Weed and fire hazard abatement funding is budgeted for $140,000 in FY 2023-24 in Fire Fund account 3281506-5300 (Fire Prevention / Contract Services). Sufficient funding is available in the Fire Fund to cover the increased expense. Due to the cost recovery structure of the Weed and Fire Hazard Abatement Program, the expended funds will be fully recovered from the owners of the properties on which abatement services are completed. COUNCIL MISSION / VISION / GOAL(S) ADDRESSED: This item brings together portions of the Council's vision and core values by providing and nurturing a high quality of life and promoting and enhancing a safe and healthy community for all. A robust weed and fire hazard abatement program improves the City's overall look when weeds and seasonal grasses are regularly and adequately maintained. Quality of life, safety, and health are improved as well-maintained undeveloped parcels are less likely to catch fire and threaten nearby homes or extend into the wildland-urban interface fire area of the City. Fewer grass and brush fires mean less smoke in the air, which improves the entire community's health. ATTACHMENTS: None Page 28 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Jason C. Welday, Director of Engineering Services/City Engineer Justin Pope, Associate Engineer SUBJECT:Consideration of Amendment No. 6 to the Multi-Use Community Trail Common Use Agreement for the City's Use of a Portion of the San Bernardino County Flood Control District Day Creek Channel between Base Line Road and Jack Benny Drive Related to the Construction of the Day Creek Channel Bike Trail Improvements Project. (CITY) RECOMMENDATION: Staff recommends the City Council approve and authorize Amendment No. 6 to the Multi-Use Community Trail Common Use Agreement (CO#10-53), for the City’s use of a portion of the San Bernardino County Flood Control District’s Day Creek Channel related to the City’s construction of the Day Creek Channel Bike Trail Improvements Project, and authorize the Mayor to sign all necessary documents. BACKGROUND: In 1993, the City of Rancho Cucamonga (City) and the San Bernardino County Flood Control District (District) executed a Memorandum of Understanding (MOU), Contract No. 93-20, in which the parties agreed to cooperate in the development of a multi-use trail system within portions of the District’s right-of-way in the City. That MOU stipulated that “the development and construction of individual portions of the approved conceptual plan shall be accomplished under a separate agreement”. In 2010, the City and District executed a Common Use Agreement, Contract No. 10-53, for a recreational multi-use community trail along portions of Cucamonga Creek, Day Creek, and Deer Creek Channels. The agencies have since approved Amendment Nos. 1, 2, 3, 4, and 5 to that agreement which added segments of recreational multi-use trail systems on flood control maintenance roads to the City’s trail network. In 2019 and 2023, the City applied for and received grant funding from the San Bernardino County Transportation Authority (SBCTA) through the Transportation Development Act, Article 3 Bicycle and Pedestrians Facilities Program. The Day Creek Channel Bike Trail Improvements Project (Project) proposes to construct a 1.4-mile multi-use trail beginning at Base Line Road, where the existing Day Creek Channel Trail currently terminates, and extending south to Jack Benny Drive. To improve connectivity, the north-south trail segment will include a new signalized crossing at Church Street, a lateral connection from the trail to the Rancho Cucamonga Sports Center and will expand the area that has a direct connection to the Pacific Electric (P.E.) Trail. A Vicinity Map is included as Attachment 1. Page 29 of 404 Page 2 2 0 4 9 ANALYSIS: In order to accommodate these improvements, the City now wishes to add one (1) segment of the multi-use trail along the District’s Day Creek Channel from the south side of Base Line Road to the north side of Jack Benny Drive. A copy of the District’s Common Use Agreement Amendment No. 6 is included as Attachment 2. The proposed work will occur approximately between stations 213+10 and 286+72 of the Day Creek Channel and will include the application of slurry seal to the existing 14 feet wide maintenance road, crack sealing of the existing pavement where required, new curb ramps adjacent to the street crossings, ADA-accessible ramps from the street crossings down to the shared maintenance road/bike trail, asphalt bypasses around the existing gates for bicycle passage, retaining curbs and one retaining wall to support the improvements, new metal bollards and fencing, utility adjustments, drainage improvements, signing and striping, and a new signalized crossing at Church Street. Once Amendment No. 6 is approved by the City, the District will execute the agreement and issue a construction permit to the City for the Project. At this time, final Project drawings have been prepared and construction is anticipated to begin in early 2024. FISCAL IMPACT: The City has been awarded $510,250 in grant funding from the SBCTA for construction of the Day Creek Channel Bike Trail Improvements Project. A local match of $274,750 is being provided through the Air Quality Improvement Fund. The Project will add approximately 1.4 miles of multi- use trail to the City’s trail network and will require routine maintenance for signing, striping, and debris clearing. COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s vision for the City to build upon our success as a world class community, to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by expanding the City’s multi-use trail network. ATTACHMENTS: Attachment 1 – Vicinity Map Attachment 2 – Common Use Agreement Amendment No. 6 Page 30 of 404 ATTACHMENT 1 DAY CREEK CHANNEL BIKE TRAIL PROJECT VICINITY MAP Day Creek Channel Bike Trail Project NORTH Page 31 of 404 Standard Contract Page 1 of 3 THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY San Bernardino County Flood Control District Department Contract Representative Sameh Basta Telephone Number 909-387-8040 Contractor City of Rancho Cucamonga Contractor Representative Justin Pope Telephone Number 909-774-4037 Contract Term January 26, 2010 – January 30, 2030 Original Contract Amount Non-Financial CUA Amendment Amount Non-Financial CUA Total Contract Amount Non-Financial CUA Cost Center Non-Financial CUA CITY OF RANCHO CUCAMONGA MULTI-USE TRAIL- COMMON USE AGREEMENT- AMENDMENT NO. 6 WHEREAS, on January 11, 1993, the San Bernardino County Flood Control District (DISTRICT) and the City of Rancho Cucamonga (CITY) executed a Memorandum of Understanding (MOU), Contract No. 93- 20, under which the parties agreed to cooperate in the development of a multi-use trail system within portions of DISTRICT right-of-way in the CITY, and WHEREAS, the MOU stipulates that "individual portions of the approved conceptual plan shall be accomplished under a separate agreement," and WHEREAS, DISTRICT and CITY on January 26, 2010, executed a Common Use Agreement (AGREEMENT), Contract No. 10-53, for a recreational multi-use community trail along portions of Day Creek and Deer Creek Channels, and WHEREAS, DISTRICT and CITY subsequently entered into the following amendments to the AGREEMENT: •Amendment No. 1 to the AGREEMENT, on June 28, 2011, to add a segment of a recreational multi-use community trail system along DISTRICT's Cucamonga Channel, from the previous alignment of the Southern Pacific Railroad to Red Hill Country Club Drive (Area of Common Use No. 2), and Contract Number SAP Number ATTACHMENT 2 Page 32 of 404 Revised 1/10/23 Page 2 of 3 • Amendment No. 2 to the AGREEMENT, on May 21, 2013, to add a segment of a recreational multi-use community trail system along DISTRICT's Cucamonga Channel, From Foothill Blvd. to Baseline Road (Area of Common Use No. 3), and • Amendment No. 3 to the AGREEMENT, on November 04, 2014, to add a segment of a recreational multi-use community trail system along DISTRICT's Deer Creek Channel, from Church Street to Baseline Road (Area of Common Use No. 4), and • Amendment No. 4 to the AGREEMENT, on December 10, 2019, to add segments of a recreational multi-use community trail system along DISTRICT's Deer Creek Channel, from Church Street to 4th street (Area of Common Use No. 5), and a segment along DISTRICT's Cucamonga Creek Channel, from Foothill boulevard to 4th street (Area of Common Use No. 6), and • Amendment No. 5 to the AGREEMENT, on April 6, 2021, to add a segment of multi-use of recreational multi-use trailing along DISTRICT’s East Etiwanda Creek Channel from Baseline Avenue in the City of Fontana’s jurisdiction, crossing underneath the I-15 freeway, northerly to Banyan Street (Area of Common Use No. 7), and WHEREAS, DISTRICT is currently processing permit No. FCCON-2023-00055 to the City of Rancho Cucamonga to add a segment of multi-use trail along the west side of DISTRCIT’s Day Creek Channel, from Base Line Road to Jack Benny Drive, in the City of Rancho Cucamonga WHERAS, DISTRICT and CITY desire to amend the existing AGREEMENT, to add the additional stretch of multi-use trail to the existing trail along Day Creek Channel between Highland Avenue and Base Line Road. NOW, THEREFORE, IT IS UNDERSTOOD AND MUTUALLY AGREED AS FOLLOWS: 1. DISTRICT and CITY hereby amend the AGREEMENT to add a segment of the multi-use trail along DISTRICT's West Day Creek Channel from Base Line Road to Jack Benny Drive, "CITY IMPROVEMENTS NO. 8", the location of which is shown as AREA OF COMMON USE NO. 8 on the attached map marked as “Exhibit N". The AGREEMENT is hereby amended to attach Exhibit N as if originally set forth therein. 2. DISTRICT and CITY agree that all terms and conditions of the AGREEMENT shall also apply to CITY IMPROVEMENTS NO. 8 located in AREA OF COMMON USE NO. 8. 3. The definitions of CITY IMPROVEMENTS and AREA OF COMMON USE set forth in the AGREEMENT are hereby amended to include CITY IMPROVEMENTS NO. 8 and AREA OF COMMON USE NO. 8, defined herein. 4. The Parties agree that this Amendment No. 6 may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument, and that a photocopy or facsimile may serve as an original. If this Amendment No. 6 is executed in counterparts, no signatory hereto shall be bound until both the parties have fully executed a counterpart of this Amendment No. 6. The Parties shall be entitled to sign and transmit an electronic signature of this Amendment No. 6 (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Each Party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Amendment No. 6 upon request. 5. Unless amended as set forth herein, all terms and conditions of the AGREEMENT, as previously amended, shall remain unchanged and in full force and effect. 6. This Amendment No. 6 shall take effect on the date it is signed by both parties. IN WITNESS WHEREOF, this Amendment No. 6 has been fully executed on behalf of DISTRICT and CITY by their duly authorized representatives. Page 33 of 404 Revised 1/10/23 Page 3 of 3 FOR COUNTY USE ONLY Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by District Sophie A. Curtis, Deputy County Counsel Andy Silao, P.E. Brendon Biggs, Chief Flood Control Engineer Date Date Date SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT (Print or type name of corporation, company, contractor, etc.) B y Dawn Rowe, Chair, Board of Supervisors (Authorized signature - sign in blue ink) Dated: Name SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract) DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD Title Lynna Monell, Clerk of the Board (Print or Type) B y Dated: Deputy Address Page 34 of 404 Exhibit N AREA OF COMMON USE NO. 8 Page 35 of 404 2 0 5 1 DATE:October 4, 2023 TO:Mayor and Members of the City Council President and Members of the Boards of Directors FROM:John R. Gillison, City Manager INITIATED BY:Shelly Munson, Director of Innovation & Technology Lilyan Villarreal, Deputy Director of Innovation & Technology Tanya Trieu-Bui, Management Analyst I SUBJECT:Consideration to Approve the Use of a Cooperative Agreement with OMNIA Partners for the Purchase of Computers and Equipment from Dell and Lenovo in the Amount of $255,000. (CITY/FIRE) RECOMMENDATION: Staff recommends that the City Council and Fire Board of the Rancho Cucamonga Fire Protection District approve the use of the OMNIA Partners, Region 14 ESC-TX #01-143 Cooperative Agreement for the procurement of computer equipment including desktops, laptops, tower computers, related peripherals, and warranties, not to exceed $255,000 in total value through the expiration of the agreement on November 30, 2025. BACKGROUND: The Department of Innovation and Technology (DoIT) routinely procures computers and equipment to replace damaged or outdated inventory. Additionally, due to expanded operations in the City and the Fire District, such as added positions and city services, new devices will also need to be procured. As part of the Fiscal Year 2023-24 Adopted Budget, DoIT will continue to update and maintain our computer equipment inventory with the replacement of desktop, laptops, and tower computers as they reach their hardware end-of-life. Staff has developed a multi-year phased approach to replace the outdated computers. This allows us to evaluate the needs of each Department and ensure that appropriate equipment is deployed. Using a cooperative agreement to procure equipment directly from the manufacturer helps ensure fulfillment timeliness and accuracy, while maintaining cost efficiency. ANALYSIS: OMNIA Partners provides public sector participants access to purchasing contracts with leading national suppliers, delivering volume discounts, and streamlined procurement process for technology products and services. The contract was awarded based on pricing, ability to service the contract, references, technology, and value-added products and services. Dell Marketing L.P. and Lenovo ranked among the highest in the evaluation and solicitation process. DoIT reviewed the Master Agreement with the City’s Procurement Division and has determined that the terms and process of the contract meet the City’s procurement standards. Utilizing the agreement for the procurement of computer equipment and peripheral devices will allow for more direct interaction with the supplier, reducing the probability of errors due to vendor substitution or interpretation of desired specifications. Page 36 of 404 2 0 5 1 FISCAL IMPACT: The computer replacement project is funded in the Fiscal Year 2023-24 Adopted Budget listed below. This is an on-going effort and additional funding in subsequent fiscal years will be requested through the budget approval processes. Fiscal Year 2023/24 Adopted Budget: Comp Equip/Tech Replcment Fund 1714001-5215 O&M/Computer Equipment $ 125,000 Comp Equip/Tech Replcment Fund 1714001-5300 PC Workstation Warranty $ 50,000 Library Kiosks Computer Replcment 1290606-5215 O&M/Computer Equipment $ 30,000 Library Kiosks Computer Replcment 1290607-5215 O&M/Computer Equipment $ 30,000 Computer for new positions 1001209-5215 O&M/Computer Equipment $ 1,060 Computer for new positions 1354701-5215 O&M/Computer Equipment $ 3,170 New Fire Station Computers 3288501-5207 O&M/Capital Supplies $ 10,000 Various Peripherals Various $ 5,770 Total $ 255,000 COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s Core Value of intentionally embracing and anticipating our future. ATTACHMENTS: Attachment 1 - OMNIA Dell Cooperative Agreement Attachment 2 - OMNIA Lenovo Cooperative Agreement Page 37 of 404 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 Attachment 1 Page 38 of 404 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@Dell.com Preethi Pillaipakkam at 469.510.8569 or online at Preethi.Pillaipakkam@Dell.com Sincerely, Stacey Skala Proposal Manager One Dell Way Round Rock, TX 78682 USA www.dell.com Page 39 of 404 Table of Contents Tab 1 - Master Agreement / Signature .............................................................................................. 4 Tab 2 - NCPA Administration Agreement ........................................................................................ 14 Tab 3 - Vendor Questionnaire ......................................................................................................... 18 Tab 4 - Vendor Profile ..................................................................................................................... 22 Tab 5 - Products and Services / Scope ........................................................................................... 35 Tab 6 - References .......................................................................................................................... 52 Tab 7 - Pricing ................................................................................................................................. 58 Tab 8 - Value Added Products and Services ................................................................................... 59 Dell Lifecycle Services ................................................................................................................. 59 Innovation in Education with Dell Technologies ........................................................................... 74 Tab 9 - Required Documents .......................................................................................................... 83 Proposal Legal 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 Page 40 of 404 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 vendorVendor 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 vendorVendor. 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 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 the entity the continuing 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 period during the term of the contract and is conditioned on a best efforts attempt by the Public Agencyentity to obtain appropriate funds for payment of the contract and. t, to only place orders for which funding is available and to pay vendorVendorDell 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 vendorVendor 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 Page 41 of 404 shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. 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 shall provides Dell with a valid tax exemption certificate acceptable to the relevant taxing authority prior to Dell’s payment of such taxes, upon request, or such Public Agency shall pay to Dell all taxes and duties upon demand.be responsible for taxes 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 their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. 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 any such distributors/partners/resellers is considered authorized. Purchase orders and payment can only be made to awarded vendorVendor 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 vendorVendor'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. Page 42 of 404 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. Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. 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 vendorVendor. 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; (iii) 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; (iii) 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 Agency transferring or providing access to Excluded Data (as defined below) to Dell. C. Each party shall defend and indemnify the other against any third- Page 43 of 404 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 vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. 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 The Each Public Agencyentity participating in this contract and awarded vendorVendor 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 Agencyentity and awarded vendorVendor and shall be governed solely by the terms set forth in such separate supplemental agreement.. r; however no changes to the contract terms regarding reporting, indemnity, payment or limitation of liability shall be altered by a NCPA member or purchasing/ participating entity. Services Agreements. Dell may provide Services, Service-related Software, or Deliverables to CustomerPublic 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 CustomerPublic 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 vendorVendor 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. Page 44 of 404 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. Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. 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 Page 45 of 404 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 be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. 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 recordsIf a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by- line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Dell requests the following language be incorporated into any contract resulting from award of this solicitation: Page 46 of 404 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 (vi) 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(S). 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. Page 47 of 404 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 Agency 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 Agency places an Order, but prior to Vendor’s shipment or performance. As a result, Products and Services Public Agency 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 Agency a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely (i) in the country or countries in which Public Agency does business; (ii) for Public Agency’s internal use; and (iii) as necessary for Public Agency to enjoy 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. Page 48 of 404 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 any 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 Agency 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 Agency and its Affiliates direct or request that Supplier or its Affiliates use with, install, or integrate as part of the Supplier’s Offerings. Public Agency 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 Agency will defend and indemnify Supplier and its Affiliates against any 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 Agency qualifies for a tax exemption, Public Agency must provide Supplier with a valid certificate of exemption or other appropriate proof of exemption. If Public Agency 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 Agency has deducted for the transaction. Page 49 of 404 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@Dell.com Email Address Stacey Skala Proposal Manager Printed Name Position Authorized 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. Page 50 of 404 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 , by and between National Cooperative Purchasing Alliance (“NCPA”) and (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated , referenced as Contract Number , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of 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 December 1, 2022 December 1, 2022 01-143 Page 51 of 404 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.delltechnologies.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, Page 52 of 404 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 (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total 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. Page 53 of 404 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. Matthew Mackel Director, Business Development PO Box 701273 Houston, TX 77270 December 1, 2022 Page 54 of 404 Tab 3 - Vendor Questionnaire Page 55 of 404 Page 56 of 404 Page 57 of 404 Page 58 of 404 Dell Marketing L.P. 22 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. 1984 At age 19, Michael Dell founded PC's Limited with $1,000 and a game-changing vision for how 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. 1985 Dell designs and builds their first computer system, the Turbo PC, featuring an Intel 8088 processor 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. 1996 The company takes sales online in 1996, setting the bar for ecommerce worldwide. Dell rapidly 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. Page 59 of 404 Dell Marketing L.P. 23 2000 Internet sales on dell.com reach $40 million a day, making it one of the highest-volume ecommerce sites in the world. 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. 2001 It's a year of firsts as Dell becomes the No. 1 computer systems provider worldwide and reaches 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. 2005 Dell tops the list of "America’s Most Admired Companies" in Fortune Magazine. 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. 2010 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. 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. 2013 Michael Dell and private equity firm Silver Lake Partners buy back Dell from public shareholders to accelerate its solutions strategy and to focus on the innovations and long-term investments with the most customer value. 2014 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 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 2021 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. Dell Technologies completed the spinoff of VMware forming two standalone public companies. Page 60 of 404 Dell Marketing L.P. 24  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. ● 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 Page 61 of 404 Dell Marketing L.P. 25 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 Scottsdale Road, Suite 450 SkySong 5 Scottsdale Arizona 85257 4 McKissic Creek Road Suite 6 Bentonville Arkansas 72712 430 Cowper Street Suite 200 Palo Alto California 94301 135 Technology Drive Suites 100,150,200 & 250 Irvine California 92618 5450 Great America Parkway Santa Clara California 95054 440 First Street, NW Suite 820 Washington DC District of Columbia 20001 14591 S.W. 120th Street Miami Florida 33186 10010 Junction Drive Annapolis Junction Maryland 20701 777 Virginia Road Concord Massachusetts 01742 50 Constitution Boulevard Franklin Massachusetts 02038 55 Constitution Boulevard Franklin Massachusetts 02038 109 Constitution Boulevard Franklin Massachusetts 02038 Page 62 of 404 Dell Marketing L.P. 26 111 Constitution Boulevard Franklin Industrial Park Franklin Massachusetts 02038 42 South Street Hopkinton Massachusetts 01748 108 South Street Hopkinton Massachusetts 01748 117 South Street Hopkinton Massachusetts 01748 171 South Street Hopkinton Massachusetts 01748 176 South Street Hopkinton Massachusetts 01748 228 A/B South Street Hopkinton Massachusetts 01748 228 C South Street Hopkinton Massachusetts 01748 7615 Smetana Lane Eden Prairie Minnesota 55344-3712 7625 Smetana Lane Eden Prairie Minnesota 55344 1 Penn Plaza Suite 2920 New York City New York 10119 5800 Technology Drive Apex North Carolina 27539 4121 Surles Court Durham North Carolina 27703 62 TW Alexander Drive Research Triangle Park North Carolina 27709 3501 SW 15th Street, Bldg A Oklahoma City Oklahoma 73108 3501 SW 15th Street, Bldg B Oklahoma City Oklahoma 73108 1 Dell Parkway Nashville Tennessee 37217 1225 Alma Road Suite 160 Richardson Texas 75081 200 Dell Way (RR5) Round Rock Texas 78682 12500 Tech Ridge Boulevard, Bldg PS4 Austin Texas 78753 1404 Park Center Dr. Austin Texas 78754 4309 Emma Browning Avenue Austin Texas 78719 701 E. Parmer Lane, Bldg PS3 Austin Texas 78753 701 E. Parmer Lane, Bldg PS3B Austin Texas 78753 701 E. Parmer Lane, Bldg PS2 Austin Texas 78753 9715 Burnet Road Metric - 7, Suite 300 Austin Texas 78758 Page 63 of 404 Dell Marketing L.P. 27 5822 Cromo Drive El Paso Texas 79912 2300 Greenlawn Boulevard (RR3E) Round Rock Texas 78682 2300 Greenlawn Boulevard (RR3) Round Rock Texas 78682 2401 Greenlawn Boulevard (RR7) Round Rock Texas 78682 2401 Greenlawn Boulevard (RR8) Round Rock Texas 78682 401 Dell Way (RR1) Round Rock Texas 78682 501 Dell Way (RR2) Round Rock Texas 78682 501 Dell Way (RR2W) Round Rock Texas 78682 501 Dell Way (RR2E) Round Rock Texas 78682 9830 Colonnade Boulevard Suite 380 San Antonio Texas 78230 13197 South Frontrunner Boulevard Draper Utah 84020 8444 Westpark Drive Floors 1, 3, 7, 8 & 9 Mclean 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? Page 64 of 404 Dell Marketing L.P. 28 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. Page 65 of 404 Dell Marketing L.P. 29 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. Page 66 of 404 Dell Marketing L.P. 30 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: https://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 Page 67 of 404 Dell Marketing L.P. 31  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.delltechnologies.com/en-us/services/support-services/index.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 Page 68 of 404 Dell Marketing L.P. 32 Customers in the USA can access Customer Support from Dell.com (http://www.dell.com/support/home/us/en/19?c=&l=&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. Page 69 of 404 Dell Marketing L.P. 33 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. Page 70 of 404 Dell Marketing L.P. 34 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 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. Page 71 of 404 Dell Marketing L.P. 35 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 Page 72 of 404 Dell Marketing L.P. 36  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 (IaaS)  Platform-as-a-Service (PaaS)  Software Licensing and Maintenance Agreements  Subscription Based Software Licenses  Software Related Services Page 73 of 404 Dell Marketing L.P. 37 Dell Response Dell is responding to this RFP with Dell OEM products. We offer a wide portfolio of products that includes: Our Industry Specific Solutions can be found at: ● State and Local Government - https://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 Ready™ with Band 14. Mobile Workstation (Additional Offering): We recommend Dell Precision mobile workstations as they deliver versatile designs, intelligent Page 74 of 404 Dell Marketing L.P. 38 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. 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. Page 75 of 404 Dell Marketing L.P. 39 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 Protectors Locks Ergonomics Audio Accessories Cables Home Automation Page 76 of 404 Dell Marketing L.P. 40 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, Page 77 of 404 Dell Marketing L.P. 41 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. Page 78 of 404 Dell Marketing L.P. 42 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. 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 lifecycle. We offer comprehensive software portfolio management, license management, and assistance to enable our customers to optimize spend through expert guidance. Page 79 of 404 Dell Marketing L.P. 43 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 lifecycle. 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. Page 80 of 404 Dell Marketing L.P. 44 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 Page 81 of 404 Dell Marketing L.P. 45 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 AI, 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. Page 82 of 404 Dell Marketing L.P. 46 Financial Services Offerings:  Infrastructure-as-a-Service (IaaS)  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 Page 83 of 404 Dell Marketing L.P. 47 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 (“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 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 Page 84 of 404 Dell Marketing L.P. 48 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 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 Page 85 of 404 Dell Marketing L.P. 49  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 (IaaS), Platform-as-a-Service (PaaS), Storage-as-a-Service, Device as a Service or PCaaS. 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. Page 86 of 404 Dell Marketing L.P. 50 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. 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. Page 87 of 404 Dell Marketing L.P. 51 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. Page 88 of 404 Dell Marketing L.P. 58 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. Page 89 of 404 Dell Marketing L.P. 59 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 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 Page 90 of 404 Dell Marketing L.P. 60 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 Page 91 of 404 Dell Marketing L.P. 61 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. Page 92 of 404 Dell Marketing L.P. 62 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 Page 93 of 404 Dell Marketing L.P. 63 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 Page 94 of 404 Dell Marketing L.P. 64 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 AI / 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 Page 95 of 404 Dell Marketing L.P. 65 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 Page 96 of 404 Dell Marketing L.P. 66  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 DD 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 Page 97 of 404 Dell Marketing L.P. 67  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 misconfiguration 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 Page 98 of 404 Dell Marketing L.P. 68 prudent option for organizations looking to focus on their business and not on mundane IT tasks. 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. Page 99 of 404 Dell Marketing L.P. 69 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 e-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 Dell ImageAssist 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 Page 100 of 404 Dell Marketing L.P. 70 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. Page 101 of 404 Dell Marketing L.P. 71  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. Page 102 of 404 Dell Marketing L.P. 72 Managed Services Dell Technologies can provide a complete range of end user, infrastructure, storage, and security managed services, for any customer.  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 Page 103 of 404 Dell Marketing L.P. 73 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 AI / ML 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 Page 104 of 404 Dell Marketing L.P. 74 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. 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). Page 105 of 404 Dell Marketing L.P. 75 AI For Workforce Dell Technologies and Intel have implemented a comprehensive AI 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 AI skills in an inclusive way’. Page 106 of 404 Dell Marketing L.P. 76 Girls Who 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 Page 107 of 404 Dell Marketing L.P. 77 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 Page 108 of 404 Dell Marketing L.P. 78 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. Page 109 of 404 Dell Marketing L.P. 79 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: 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: Page 110 of 404 Dell Marketing L.P. 80 Student Tech Crew 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 TechDirect-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. Page 111 of 404 Dell Marketing L.P. 81 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://jobs.dell.com/internships website for opportunities that sound intriguing to them, such as: Associate Inside Sales Representa�ve o 6-9 months o Renowned training program covering both sales and technology Inside Sales Representa�ve o 18 months o Carry a quota o Run full sales campaigns Field Sales Specialty Sales Sales Management Your path with Dell Technologies Next Gen Sales Academy Page 112 of 404 Dell Marketing L.P. 82 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. Page 113 of 404 Dell Marketing L.P. 83 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. Page 114 of 404 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. (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 (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. (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 **To the extent, terms are applicable and mandatory by law to the agreement between the District and Dell; Dell agrees** **To the extent, terms are applicable and mandatory by law to the agreement between the District and Dell; Dell agrees** *Not applicable. Not a construction contract Page 115 of 404 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. (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. (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. *Not Applicable *Not Applicable Page 116 of 404 • 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 (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 (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 (I) 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 (I) 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 *Not Applicable **If the contract exceeds $100,000, Dell certifies compliance of the referenced clean air act.** Dell Agrees Page 117 of 404 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. 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. 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). 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. **If the contract exceeds $100,000, Dell certifies compliance of the referenced lobbying and disclosure laws to the extent possible** **To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell, Dell agrees.** *Not Applicable Not applicable to commercial IT Products Page 118 of 404 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. 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. **To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell, Dell Agrees** Dell Agrees Page 119 of 404 CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE 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. Dell Agrees Page 120 of 404 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 Page 121 of 404 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. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. CIVIL RIGHTS / TITLE VI REQUIREMENTS 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 seq., 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 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". Dell Agrees Page 122 of 404 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. Age. 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. Page 123 of 404 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 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. Dell Agrees Page 124 of 404 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. 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. 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 4220.1F, published February 8th, 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. 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. 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 Dell Agrees Dell Agrees Dell Agrees Dell Agrees Page 125 of 404 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. Page 126 of 404 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 __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Authorized Signature __________________________________________________________ Date __________________________________________________________ Dell Marketing L.P. One Dell Way Round Rock, Texas 78682 11/16/2022 *To the best of my knowledge and belief. Page 127 of 404 ANTITRUST CERTIFICATION STATEMENTS TEXAS GOVERNMENT CODE § 2155.005 I affirm under penalty of perjury of the laws of the State of Texas that: (1) I 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 __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Telephone Number __________________________________________________________ Fax Number __________________________________________________________ Email Address __________________________________________________________ Printed Name __________________________________________________________ Title __________________________________________________________ Authorized Signature __________________________________________________________ Dell Marketing L.P. One Dell Way Round Rock, Texas 78682 512-720-7429 n/a stacey.skala@dell.com Stacey Skala Proposal Manager Page 128 of 404 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 Page 129 of 404 Proposal Legal Notes Dell Marketing L.P. 99 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. Page 130 of 404 Proposal Legal Notes Dell Marketing L.P. 100 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. Page 131 of 404 Tab - Appendices Dell Marketing L.P. 101 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 Page 132 of 404 Tab - Appendices Dell Marketing L.P. 102 Appendix A - Dell and the Environment Our Ability We help our customers minimize their environmental impact by delivering energy- efficient products and easy, responsible electronics recycling. 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 Page 133 of 404 Tab - Appendices Dell Marketing L.P. 103 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 e-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. Page 134 of 404 Tab - Appendices Dell Marketing L.P. 104 To help prevent the environmental impacts of e-waste, Dell provides multiple hassle-free options for disposing your e-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. Page 135 of 404 Tab - Appendices Dell Marketing L.P. 105 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. Page 136 of 404 Tab - Appendices Dell Marketing L.P. 106 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/aecorp1/corp-comm/cr-equal-employment-opportunity Page 137 of 404 Tab - Appendices Dell Marketing L.P. 107 Appendix C - Dell Supplier Diversity Program Mission The mission of Dell Global Supplier Diversity is to deliver superior supplier performance through highly-qualified minority, 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 Page 138 of 404 Tab - Appendices Dell Marketing L.P. 108 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) Page 139 of 404 Tab - Appendices Dell Marketing L.P. 109 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 Page 140 of 404 Tab - Appendices Dell Marketing L.P. 110 ― 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. Page 141 of 404 Tab - Appendices Dell Marketing L.P. 111 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. Page 142 of 404 Tab - Appendices Dell Marketing L.P. 112 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 lockdown was announced in March 2020. While the Page 143 of 404 Tab - Appendices Dell Marketing L.P. 113 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 Page 144 of 404 Tab - Appendices Dell Marketing L.P. 114 Dell Premier Page at a glance: Page 145 of 404 Tab - Appendices Dell Marketing L.P. 115 Page 146 of 404 Tab - Appendices Dell Marketing L.P. 116 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. Page 147 of 404 Tab - Appendices Dell Marketing L.P. 117  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. Page 148 of 404 Tab - Appendices Dell Marketing L.P. 118 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 Page 149 of 404 Tab - Appendices Dell Marketing L.P. 119 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. Page 150 of 404 Tab - Appendices Dell Marketing L.P. 120  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 PowerEdge™ 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™, 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™, 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 PowerVault™ systems carry a 1-year limited hardware warranty, independent of system warranty. Service offerings, such as Dell ProSupport™, 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 PowerConnect™ 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™. 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. Page 151 of 404 Tab - Appendices Dell Marketing L.P. 121 • 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 ProSupport™, 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 ProSupport™, 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 ProSupport™, 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 Page 152 of 404 Tab - Appendices Dell Marketing L.P. 122 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 Page 153 of 404 Tab - Appendices Dell Marketing L.P. 123 Contact Phone (U.S. Only) Service Desk (U.S. Only) Individual Home Consumers: U.S. Only Hardware Warranty Support 1-800-624-9896 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 bestbuy.com to locate the nearest Best Buy store. Wireless Service Provider 1-800-308-3355 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 Support and Customer Service 1-800-822-8965 Home and Home Office Customers: Hardware Warranty Support and Customer Service 1-800-456-3355 Small, Medium, Large or Global Commercial Customers, Healthcare Customers and Value-Added Resellers (VARs): Support and Customer Service 1-800-822-8965 Government and Education Customers: Page 154 of 404 Tab - Appendices Dell Marketing L.P. 124 Support and Customer Service 1-800-234-1490 Dell-Certified Memory 1-800-BUY-DELL Alienware™ Hardware Warranty Support and Customer Service 1-800-ALIENWARE Contact Phone (Canada Only) Individual Home Consumers, Home-Office: 1-800-847-4096 All Business, Government, Education Customers and Value-Added Resellers (VARs): 1-800-387-5757 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). Page 155 of 404 Tab - Appendices Dell Marketing L.P. 125 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 returning 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 Page 156 of 404 Tab - Appendices Dell Marketing L.P. 126 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. Page 157 of 404 Tab - Appendices Dell Marketing L.P. 127 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? Page 158 of 404 Tab - Appendices Dell Marketing L.P. 128 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 Office: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=19&l=en&s=dhs&~ck=mn Small and Medium Business: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=04&l=en&s=bsd&~ck=mn Large Enterprise: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=555&l=en&s=biz&~ck=mn Federal Government: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=RC1009777&l=en&s=fed&~ck=mn State and Local Government: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=RC978219&l=en&s=slg&~ck=mn Higher Education: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=RC956904&l=en&s=hied&~ck=mn K-12 Education: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=RC1084719&l=en&s=k12&~ck=mn Healthcare: //support.dell.com/support/topics/global.aspx/support/change_order/tag_trans fer?c=us&cs=RC968571&l=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/IdentifySystem?~ck=mn Page 159 of 404 Tab - Appendices Dell Marketing L.P. 129 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 Page 160 of 404 Tab - Appendices Dell Marketing L.P. 130 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 Page 161 of 404 Tab - Appendices Dell Marketing L.P. 131 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 Wyse™ and Wyse-branded products 3. Non-Dell-branded enterprise hardware and software products 4. Customized products  Unless you have specifically agreed otherwise in your written agreement with Dell, there is no right of return for software purchased under any type of volume license arrangement.  Dell reserves the right to deny any returns in circumstances involving repeated returns, violation of the Dell Terms of Sale or other impermissible activity. Restocking Fees: Unless the product is defective or the return is a direct result of a Dell error, Dell may charge a restocking fee of 15% of the purchase price paid less shipping and handling, plus any applicable sales tax, which would be applied through a total reduced refund or credit. Page 162 of 404 Tab - Appendices Dell Marketing L.P. 132 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. Page 163 of 404 Tab - Appendices Dell Marketing L.P. 133 Appendix G - Vendor Certifications Page 164 of 404 Tab - Appendices Dell Marketing L.P. 134 Page 165 of 404 Tab - Appendices Dell Marketing L.P. 135 Page 166 of 404 Tab - Appendices Dell Marketing L.P. 136 Page 167 of 404 Tab - Appendices Dell Marketing L.P. 137 Page 168 of 404 Tab - Appendices Dell Marketing L.P. 138 Page 169 of 404 Tab - Appendices Dell Marketing L.P. 139 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 (“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 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. Page 170 of 404 Proprietary to Dell Financial Services, LLC Dell Financial Services Public Master Lease Agreement DATE Page 171 of 404     Reference: Page 1 of 5 Master Lease Agreement – Public NOV2018   EFFECTIVE DATE: MASTER LEASE AGREEMENT NO. LESSOR: DELL FINANCIAL SERVICES L.L.C. Mailing Address: One Dell Way Round Rock, TX 78682 LESSEE: Principal Address: Fax: Attention: This Master Lease Agreement ("Agreement"), effective as of the Effective Date set forth above, is between the Lessor and Lessee named above. Capitalized terms have the meaning set forth in this Agreement. 1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases the equipment (“Products”), Software (defined below), and services or fees, where applicable, as described in any lease schedule ("Schedule"). Each Schedule shall incorporate by reference the terms and conditions of this Agreement and contain such other terms as are agreed to by Lessee and Lessor. Each Schedule shall constitute a separate lease of Products ("Lease"). In the event of any conflict between the terms of a Schedule and the terms of this Agreement, the terms of the Schedule shall prevail. Lessor reserves all rights to the Products not specifically granted to Lessee in this Agreement or in a Schedule. Execution of this Agreement does not create an obligation of either party to lease to or from the other. 2. ACCEPTANCE DATE; SCHEDULE. (a) Subject to any right of return provided by the Product seller (“Seller”), named on the Schedule, Products are deemed to have been irrevocably accepted by Lessee upon delivery to Lessee's ship to location (“Acceptance Date”). Lessee shall be solely responsible for unpacking, inspecting and installing the Products. (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees to sign or otherwise authenticate (as defined under the Uniform Commercial Code, “UCC”) and return each Schedule by the later of the Acceptance Date or five (5) days after Lessee receives a Schedule from Lessor. If the Schedule is not signed or otherwise authenticated by Lessee within the time provided in the prior sentence, then upon written notice from Lessor and Lessee’s failure to cure within five (5) days of such notice, Lessor may require the Lessee to purchase the Products by paying the Product Cost charged by the Seller, plus any shipping charges, Taxes or Duties (defined below) and interest at the Overdue Rate accruing from the date the Products are shipped through the date of payment. If Lessee returns any leased Products in accordance with the Seller’s return policy, it will notify Lessor. When Lessor receives a credit from the Seller for the returned Product, the Schedule will be deemed amended to reflect the return of the Product and Lessor will adjust its billing records and Lessee’s invoice for the applicable Lease. In addition, Lessee and Lessor agree that a signed Schedule may be amended by written notice from Lessor to Lessee provided such notice is (i) to correct the serial (or service tag) number of Products or (ii) to adjust the related Rent (defined below) on the Schedule (any increase up to 15% or any decrease) caused by any change made by Lessee in Lessee’s order with the Seller. 3. TERM. The initial term (the “Primary Term”) for each Lease shall begin on the date set forth on the Schedule as the Commencement Date (the “Commencement Date”). The period beginning on the Acceptance Date and ending on the last day of the Primary Term, together with any renewals or extensions thereof, is defined as the "Lease Term". The Lease is non- cancelable by Lessee, except as expressly provided in Section 5. 4. RENT; TAXES; PAYMENT OBLIGATION. (a) The rental payment amount ("Rent") and the payment period for each installment of Rent (“Payment Period”) shall be stated in the Schedule. A prorated portion of Rent calculated based on a 30-day month, 90-day quarter or 360-day year (as appropriate) for the period from the Acceptance Date to the Commencement Date shall be added to the first payment of Rent. All Rent and other amounts due and payable under this Agreement or any Schedule shall be paid to Lessor in lawful funds of the United States of America at the payment address for Lessor set forth above or at such other address as Lessor may designate in writing from time to time. Whenever Rent and other amounts payable under a Lease are not paid when due, Lessee shall pay interest on such amounts at a rate equal to the lesser of 1% per month or the highest such rate permitted by applicable law (“Overdue Rate”). Rent shall be due and payable whether or not Lessee has received an invoice showing such Rent is due. Late charges and reasonable attorney’s fees necessary to recover Rent and other amounts owed hereunder are considered an integral part of this Agreement. The rate factors used for the calculation of the payment are based in part on similar or like term swap or T-bill rates as published by the US Federal Reserve Board. In the event the applicable rates change between Lessor initially providing the rate factors and the commencement of a Schedule, Lessor reserves the right to change the applicable rate factor commensurate with the change in the applicable rates. (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee shall pay sales, use, excise, purchase, property, added value or other taxes, fees, levies or assessments lawfully assessed or levied against Lessor or with respect to the Products and the Lease (collectively “Taxes”), and customs, duties or surcharges on imports or exports (collectively, “Duties”), plus all expenses incurred in connection with Lessor’s purchase and Lessee’s use of the Products, including but not limited to shipment, delivery, installation, and insurance. Unless Lessee provides Lessor with a tax exemption certificate acceptable to the relevant taxing authority prior to Lessor’s payment of such Taxes, Lessee shall pay to Lessor all Taxes and Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for estimated personal property tax with the Rent Payment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Products. (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR Page 172 of 404   Reference: Page 2 of 5 Master Lease Agreement – Public NOV2018   POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for any reason, Lessee shall make its claim solely against the Seller of such Product (or the Licensor in the case of Software, as defined below) and shall nevertheless pay Lessor or its assignee all amounts due and payable under the Lease. 5. APPROPRIATION OF FUNDS. (a) Lessee intends to continue each Schedule for the Primary Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Primary Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which the Rent and other amounts due may be paid. (b) Lessee may terminate a Schedule in whole, but not in part by giving at least sixty (60) days’ notice prior to the end of the then current Fiscal Period (as defined in the Lessee’s Secretary/Clerk’s Certificate provided to Lessor) certifying that: (1) sufficient funds were not appropriated and budgeted by Lessee’s governing body or will not otherwise be available to continue the Lease beyond the current Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent beyond the current Fiscal Period. Upon termination of the Schedule, Lessee’s obligations under the Schedule (except those that expressly survive the end of the Lease Term) and any interest in the Products shall cease and Lessee shall surrender the Products in accordance with Section 8. Notwithstanding the foregoing, Lessee agrees that, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of a Schedule, including making budget requests for each Fiscal Period during each applicable Lease Term for adequate funds to meet its Lease obligations and to continue the Schedule in force.. (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent and other amounts due under a Lease constitutes a current expense of Lessee and is not to be construed to be a debt in contravention of any applicable constitutional or statutory limitation on the creation of indebtedness or as a pledge of funds beyond Lessee’s current Fiscal Period. 6. LICENSED MATERIALS. Software means any operating system software or computer programs included with the Products (collectively, “Software”). “Licensed Materials” are any manuals and documents, end user license agreements, evidence of licenses, including, without limitation, any certificate of authenticity and other media provided in connection with such Software, all as delivered with or affixed as a label to the Products. Lessee agrees that this Agreement and any Lease (including the sale of any Product pursuant to any purchase option) does not grant any title or interest in Software or Licensed Materials. Any use of the terms "sell," "purchase," "license," "lease," and the like in this Agreement or any Schedule with respect to Software shall be interpreted in accordance with this Section 6. 7. USE; LOCATION; INSPECTION. Lessee shall: (a) comply with all terms and conditions of any Licensed Materials; and (b) possess and operate the Products only (i) in accordance with the Seller's supply contract and any service provider's maintenance and operating manuals, the documentation and applicable laws; and (ii) for the business purposes of Lessee. Lessee agrees not to move Products from the location specified in the Schedule without providing Lessor with at least 30 days prior written notice, and then only to a location within the continental United States and at Lessee's expense. Without notice to Lessor, Lessee may temporarily use laptop computers at other locations, including outside the United States, provided Lessee complies with the United States Export Control Administration Act of 1979 and the Export Administration Act of 1985, as those Acts are amended from time to time (or any successor or similar legislation). Provided Lessor complies with Lessee's reasonable security requirements, Lessee shall allow Lessor to inspect the premises where the Products are located from time to time during reasonable hours after reasonable notice in order to confirm Lessee's compliance with its obligations under this Agreement. 8. RETURN. At the expiration or earlier termination of the Lease Term of any Schedule, and except for Products purchased pursuant to any purchase option under the Lease, Lessee will (a) remove all proprietary data from the Products and (b) return them to Lessor at a place within the contiguous United States designated by Lessor. Upon return of the Products, Lessee`s right to the operating system Software in returned Products will terminate and Lessee will return the Products with the original certificate of authenticity (attached and unaltered) for the original operating system Software. Lessee agrees to deinstall and package the Products for return in a manner which will protect them from damage. Lessee shall pay all costs associated with the packing and return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lessee fails to return all of the Products at the expiration of the Lease Term or earlier termination (other than for non-appropriation) in accordance with this Section, the Lease Term with respect to the Products that are not returned shall continue to be renewed as described in the Schedule. 9. RISK OF LOSS; MAINTENANCE; INSURANCE. (a) From the date the Products are delivered to Lessee's ship to location until the Products are returned to Lessor's designated return location or purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage to the Products; (ii) to maintain the Products in good operating condition and appearance, ordinary wear and tear excepted; (iii) to comply with all requirements necessary to enforce all warranty rights; and (iv) to promptly repair any repairable damage to the Products. During the Lease Term, Lessee at its sole discretion has the option to purchase a maintenance agreement from the provider of its choice (including, if it so chooses, to self-maintain the Products) or to forgo such maintenance agreement altogether; regardless of Lessee's choice, Lessee will continue to be responsible for its obligations as stated in the first sentence of this Section. At all times, Lessee shall provide the following insurance: (x) casualty loss insurance for the Products for no less than the Stipulated Loss Value (defined below) naming Lessor as loss payee; and (y) liability insurance with respect to the Products for no less than an amount as required by Lessor, with Lessor named as an additional insured; and (z) such other insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessor’s prior written consent, Lessee may provide this insurance pursuant to Lessee’s existing self-insurance policy or as provided for under state law. Lessee shall provide Lessor with either an annual certificate of third party insurance or a written description of its self-insurance policy or relevant law, as applicable. The certificate of insurance will provide that Lessor shall receive at least ten (10) days prior written notice of any material change to or cancellation of the insurance policy or Lessee’s self- insurance program, if previously approved by Lessor. If Lessee does not give Lessor evidence of insurance in accordance with the standards herein, Lessor has the right, but not the obligation, to obtain such insurance covering Lessor’s interest in the Products for the Lease Term, including renewals. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse Lessor for the insurance premium and Lessor’s then current insurance administrative fee. (b) If the Products are lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of such Products (“Casualty Products”), Lessee shall promptly (i) notify Lessor of the same and (ii) pay to Lessor the Stipulated Loss Value for the Casualty Products. The Stipulated Loss Value is an amount equal to the sum of (a) all Rent and other amounts then due and owing (including interest at the Overdue Rate from the due date until payment is received) under the Lease, plus (b) the present value of all future Rent to become due under the Lease during the remainder of the Lease Term, plus (c) the present value of the estimated in place Fair Market Value of the Product at the end of the Primary Term as determined by Lessor; plus (d) all other amounts to become due and owing during the remaining Lease Term. Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be calculated using the federal funds rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule. The discount rate applicable to tax-exempt Schedules shall be federal funds Page 173 of 404   Reference: Page 3 of 5 Master Lease Agreement – Public NOV2018 rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule less 100 basis points. 10. ALTERATIONS. Lessee shall, at its expense, make such alterations to Products during the Lease Term as are legally required or provided at no charge by Seller. Lessee may make other alterations, additions or improvements to Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the Products. Upon the return of any Product to Lessor, any alteration, addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents, warrants and covenants to Lessor and will provide to Lessor at Lessor’s request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time Lessee enters into this Agreement and each Schedule that: (a) Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or any Schedule, with full power and authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by Lessee of the Agreement or any Schedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and other state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, order, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; (g) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best of Lessee's knowledge and belief is there any basis therefor, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of the Products, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessee's governmental or proprietary functions consistent within the permissible scope of Lessee's authority; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under this Agreement and any Schedule during the current Fiscal Period, and such funds have not been expended for other purposes. 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; FINANCE LEASE. (a) Provided no Event of Default has occurred and is continuing, Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty and any right of return provided by any Seller. (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY PRODUCTS. (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. (d) Lessee agrees that it is the intent of both parties that each lease qualify as a statutory finance lease under Article 2A of the UCC. Lessee acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller for lease to Lessee or (ii) that Lessor has informed or advised Lessee, in writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products and that Lessee should contact the Seller for a description of any such rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 13. EVENTS OF DEFAULT. It shall be an event of default hereunder and under any Schedule ("Event of Default") if: (a) Lessee fails to pay any Rent or other amounts payable under this Agreement or any Schedule within 15 days after the date that such payment is due; (b) Any representation or warranty made by Lessee to Lessor in connection with this Agreement, any Schedule or any other Document is at the time made materially untrue or incorrect; (c) Lessee fails to comply with any other obligation or provision of this Agreement or any Schedule and such failure shall have continued for 30 days after notice from Lessor; (d) Lessee (i) is generally not paying its debts as they become due or (ii) takes action for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Lessee or its property and such petition is not dismissed within 60 days; or (e) Any provision of this Agreement ceases to be valid and binding on Lessee, is declared null and void, or its validity or enforceability is contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or Page 174 of 404   Reference: Page 4 of 5 Master Lease Agreement – Public NOV2018   security of Lessor, or Lessee denies any further liability or obligation under this Agreement; or (f) Lessee is in default under any other lease, contract, or obligation now existing or hereafter entered into with Lessor or Seller or any assignee of Lessor. 14. REMEDIES: TERMINATION (a) Upon an Event of Default under any Schedule all of Lessee's rights (including its rights to the Products), but not its obligations thereunder, shall automatically be cancelled without notice and Lessor may exercise one or more of the following remedies in its sole discretion: (i) require Lessee to return any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession; (ii) sell, lease or otherwise dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole discretion (a "Disposition"); (iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within 10 days after the date of Lessor's demand; or (iv) proceed by appropriate court action either at law or in equity (including an action for specific performance) to enforce performance by Lessee or recover damages associated with such Event of Default or exercise any other remedy available to Lessor in law or in equity. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re-furbishing, storage and Disposition of any or all Products (“Default Expenses”). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be exercised by Lessor separately or together. 15. QUIET ENJOYMENT. Lessor shall not interfere with Lessee's right to possession and quiet enjoyment of Products during the relevant Lease Term, provided no Event of Default has occurred and is continuing. Lessor represents and warrants that as of the Commencement Date of the applicable Schedule, Lessor has the right to lease the Products to Lessee. 16. INDEMNIFICATION. To the extent permitted by law, Lessee shall indemnify, defend and hold Lessor, its assignees, and their respective officers, directors, employees, representatives and agents harmless from and against, all claims, liabilities, costs or expenses, including legal fees and expenses (collectively, "Claims"), arising from or incurred in connection with this Agreement, any Schedule, or the selection, manufacture, possession, ownership, use, condition, or return of any Products (including Claims for personal injury or death or damage to property, and to the extent Lessee is responsible, Claims related to the subsequent use or Disposition of the Products or any data in or alteration of the Products. This indemnity shall not extend to any loss caused solely by the gross negligence or willful misconduct of Lessor. Lessee shall be responsible for the defense and resolution of such Claim at its expense and shall pay any amount for resolution and all costs and damages awarded against or incurred by Lessor or any other person indemnified hereunder; provided, however, that any person indemnified hereunder shall have the right to participate in the defense of such Claim with counsel of its choice and at its expense and to approve any such resolution. Lessee shall keep Lessor informed at all times as to the status of the Claim. 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. As between Lessor and Lessee, title to Products (other than any Licensed Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep Products free and clear of liens and encumbrances of any kind (except those arising through the acts of Lessor) and shall immediately notify Lessor if Lessor's interest is subject to compromise. Lessee shall not remove, cover, or alter plates, labels, or other markings placed upon Products by Lessor, Seller or any other supplier. 18. NON PERFORMANCE BY LESSEE. If Lessee fails to perform any of its obligations hereunder or under any Schedule, Lessor shall have the right but not the obligation to effect such performance and Lessee shall promptly reimburse Lessor for all out of pocket and other reasonable expenses incurred in connection with such performance, with interest at the Overdue Rate. 19. NOTICES. All notices shall be given in writing and, except for billings and communications in the ordinary course of business, shall be delivered by overnight courier service, delivered personally or sent by certified mail, return receipt requested, and shall be effective from the date of receipt unless mailed, in which case the effective date will be four (4) Business Days after the date of mailing. Notices to Lessor by Lessee shall be sent to: Dell Financial Services L.L.C., Attn. Legal Department, One Dell Way, Round Rock, TX 78682, or such other mailing address designated in writing by Lessor. Notice to Lessee shall be to the address on the first page of this Agreement or such other mailing address designated in writing by Lessee. 20. ASSIGNMENT. (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF LESSOR (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD). LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any way discharge Lessee's obligations to Lessor under this Agreement or Schedule. (b) Lessor may at any time without notice to Lessee, but subject to the rights of Lessee, transfer, assign, or grant a security interest in any Product, this Agreement, any Schedule, or any rights and obligations hereunder or thereunder in whole or in part. Lessee hereby consents to such assignments, agrees to comply fully with the terms thereof, and agrees to execute and deliver promptly such acknowledgments, opinions of counsel and other instruments reasonably requested to effect such assignment. (c) Subject to the foregoing, this Agreement and each Schedule shall be binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN , , AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY. Page 175 of 404   Reference: Page 5 of 5 Master Lease Agreement – Public NOV2018 22. MISCELLANEOUS. (a) The headings used in this Agreement are for convenience only and shall have no legal effect. This Agreement shall be interpreted without any strict construction in favor of or against either party. (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the term or expiration of this Agreement or any Schedule. (c) Failure of Lessor at any time to require Lessee's performance of any obligation shall not affect the right to require performance of that obligation. No term, condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee (prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent (other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either “Original” or “Counterpart Number 1”. (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. (j) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a “Document”) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from 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. EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. “Lessee” BY: NAME: TITLE: DATE: Dell Financial Services L.L.C. “Lessor” BY: NAME: TITLE: DATE: Page 176 of 404 Reference: Page 1 of 3 Secretary Clerk Certificate - Public Internal Use Ͳ Confidential  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. Page 177 of 404 Reference: Page 2 of 3 Secretary Clerk Certificate - Public Internal Use Ͳ Confidential  SECRETARY/CLERK CERTIFICATE I, ____________________________________________, do hereby certify that: (i) I am the duly elected, qualified, and acting __________________________________ (Clerk, Secretary, etc.) of , a public entity (the “Public Entity”). (ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature appearing opposite each such person’s name is his/her genuine signature: NAME OF AUTHORIZED SIGNATORY (cannot be Clerk/Secretary authenticating this certificate) TITLE OF AUTHORIZED SIGNATORY SIGNATURE OF AUTHORIZED SIGNATORY (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. (the “Agreement”) and any related Lease Schedules from time to time thereunder (the “Schedules”) between the Public Entity and Customer, or its assignee (collectively, “Lessor”), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called _____________ (regular or special) meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof held on the ______ day of ________________ by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith and author izing 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. Page 178 of 404 Reference: Page 3 of 3 Secretary Clerk Certificate - Public Internal Use Ͳ Confidential  (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: ________________________________________. Page 179 of 404 Dell Financial Services Billing and Schedule Information Welcome to Dell Financial Services (DFS). We look forward to establishing a long-lasting relationship with you and your team. To ensure your account is setup properly in our systems please provide the information below, working with your Accounts Pay- able team as needed. Once ready, return it to your DFS Sales Representative or send it to 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.ACH Instructions (preferred)Wire Transfer InstructionsPayee InformationJPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza New York, NY 10081 DFS Accounts Only ABA # 021000021 Account # 432217011 MUST INCLUDE CONTRACT & SCHEDULE NUMBER OR INVOICE NUMBER C7; format should be ¿rst choice if it is an option Email remittance to USDFSCASHPAYMENTS@dell.com JPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza New York, NY 10081 DFS Accounts Only ABA # 021000021 Account # 432217011 MUST INCLUDE CONTRACT & SCHEDULE NUMBER OR INVOICE NUMBER Email remittance to USDFSCASHPAYMENTS@dell.com JPM Swift Code for international wires only: CHASUS33 Dell Financial Services L.L.C. Payment Processing Center Federal Tax ID# 74-2825828 PO Box 6549 Carol Stream, IL 60197-6549 II. Your Company Information: Company Name: Physical Address (primary location): City, State, ZIP: Federal Tax ID: III. Schedules: Name of recipient(s) to receive monthly schedules for reconciliation: Attention: Email Address: Name of individual(s) that will sign schedules this individual should be named as an authorized signatory on the Incumbency or Secretary Clerk Certi¿cate Attention: Title: Telephone Number: Email Address: Would you prefer to sign your documents electronically via Echosign? Yes No (not available to Public entities) Do any of the following criteria need to appear on your schedule?* Cost Center Equipment Type Equipment Location PO Number *Invoices will follow the format of the schedule and include a breakout of the items above if requested. IV. Purchase Orders: Your PO should be issued to 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 diႇerent PO 1umber for payment versus procurement" <es 1o Is PO ful¿llment required for scheduling" <es 1o 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 Page 180 of 404 VIII. Additional Tax Information: Sales/Use Tax Exemption: Please provide your ta[ e[emption or direct pay certi¿cate to both D)S 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 ta[ e[empt, a valid 7a[ ([emption or Direct Pay Certi¿cate must be provided for each state in which the products are located. 7a[ E[empt &erti¿cate 5eTXirementV • Address to Dell Financial Services • Should coincide with the date the schedule is signed ‡ List a description of the items computer hardwaresoftware is generally suႈcient • Signed by an authorized employee/owner 7he IollowinJ are not acceptaEle IormV oI 7a[ E[emption &erti¿cateV ‡ I5S letter declaring the company as a nonpro¿t 0C entity • CA letter exempting a company from Franchise and Income Tax • W-9 form ‡ State registration certi¿cates 0ississippi is the only state that accepts the I5S letter as an acceptable e[emption certi¿cate Business Personal Property Tax: 7angible business personal property is ta[able in most states. In general, the de¿nition of 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. VI. Invoice Preferences (choose one from each category): Note: the typical invoice processing time is 30 days. If you require more time, please contact your DFS Sales Representative. Invoice Options: Contract Level (one invoice per contract)Consolidated (one invoice for all contracts that have the same due date) Invoice Format: Detail (asset level) Summary Delivery Format: Paper (USPS) PDF (paper copy is not mailed) Electronic CSV (converted to Excel) 3rd Party Invoicing Tool, Ariba/SAP (enter tool name): Do you need separate invoices for miscellaneous billings? Yes No Do you require a PO Number on the invoice to process payment? Yes No V. Invoicing/Billing Contact Information: Accounts Payable (AP) Contact Name: Does this billing address match the primary location above? Yes (If yes, please skip and proceed to Invoice Preference) No AP Address: City, State, ZIP: County: AP Email Address:AP Direct Telephone Number: (mail $ddress for PD) or (lectronic Invoices if diႇerent than $P contact  VII. Taxes and Fees: Is your company/entity tax exempt? Yes No If not e[empt, do you intend to ¿nance upfront ta[ if applicable on the schedules contracts "<es 1o Personal Property Tax (PPT): Rebill Annually Monthly Property Management Fee California (nvironmental )ee Do you intend to ¿nance the California (nvironmental )ee, if applicable"<es 1o Do you intend to ¿nance shipping by adding shipping costs for the products to your schedule"<es 1o Page 181 of 404 Proprietary to Dell Financial Services, LLC Lease Schedules: Fair Market Value Lease $1 Out Purchase Option Lease Tax Exempt Lease Purchase Lease Dell Flex Lease Purchase PCaaS Schedule Software Schedule DATE Page 182 of 404     Reference: Page 1 of 2 Master Lease Schedule FMV - Public Internal Use Ͳ Confidential  [Customer Name] TRUE LEASE SCHEDULE NO. MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date** See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the 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. Page 183 of 404 MASTER LEASE AGREEMENT SCHEDULE NO.  Reference: Page 2 of 2 Master Lease Schedule FMV - Public Internal Use Ͳ Confidential  (b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. The Fair Market Value purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the Expiration Date and, upon Lessee's request, and within ten (10) days after receipt of Lessee's notice, Lessor shall appoint a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally. (c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule and the Agreement shall remain in full force and effect. (d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to- month basis at the Rent in effect on the Expiration Date (prorated on a monthly basis if the Payment Period was other than monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30 days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior sentence. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time if necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit “A”. "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. “Lessor” By: Name: Title: Date: Page 184 of 404   Reference: Page 1 of 2 Master Lease Schedule 1 Out Public Internal Use Ͳ Confidential  LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.) Commencement Date* See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. 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. Page 185 of 404   Reference: Page 2 of 2 Master Lease Schedule 1 Out Public    Internal Use Ͳ 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. “Lessor” By: Name: Title: Date: Page 186 of 404   Reference: Page 1 of 3 Master Lease Schedule TELP   LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.) Commencement Date See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a) the following: “For the purposes of this Schedule, the Rent, as well as the principal and interest portions of each Rent payment are shown in the chart provided on Exhibit “B”, attached to and made a part hereof. 2. SECTION 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. For purposes of this Schedule, add paragraphs (j) through (t) as follows: “(j) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to, the execution and delivery to Lessor of information statements requested by Lessor; (k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within the meaning of Section 141 of the Code; (l) The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this Schedule; : (m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence such Schedule; (n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year from the date hereof; (o) No fund or account which secures or otherwise relates to the Rent has been established; Page 187 of 404   Reference: Page 2 of 3 Master Lease Schedule TELP      Internal Use Ͳ Confidential  (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 Page 188 of 404 Reference: Page 3 of 3 Master Lease Schedule TELP   DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. “Lessor” By: Name: Title: Date: Page 189 of 404 Reference: Page 1 of 3 Master Lease Schedule DellFlex Option   DELL FLEX LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Primary Term (Mos.) Commencement Date* See Exhibit 'A' See Exhibit 'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a) the following: “For the purposes of this Schedule, the Rent, as well as the principal and interest portions of each Rent payment are shown in the chart provided on Exhibit “B”, attached to and made a part hereof. Add as a new last sentence to subsection (b) the following: “Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales, use and property taxes.” 2. SECTION 3. TERM. Insert as a new second paragraph the following: “TECHNOLOGY REFRESH WITH NEW FINANCING OPTION. Provided no Event of Default has occurred or is continuing under this Schedule and the Agreement, Lessee may exercise the following technology refresh option ("Tech Refresh Option") by delivering to Lessor an irrevocable written election notice to exercise the Tech Refresh Option at least 120 days prior to the expiration of the Primary Term and by completing all of the following on or before the beginning of the last month of the Primary Term (the “Tech Refresh Date”): (i) Lessee returns all (but not less than all) of the Products on this Schedule (“Original Products”) to Lessor in the same manner as described in the Agreement; and (ii) Lessee enters into a new Schedule under the Agreement (the “New Lease”) with a primary term of at least 24 months for new equipment (“New Products”) which are, as determined by Lessor, of the same manufacture, type and quality as the Original Products and which have a Total Product Cost that is at least 75% of the Total Product Cost of the Original Products. When Lessee completely fulfills the terms and conditions of the Tech Refresh option and has made all payments and performed all other obligations under the Schedule and the Agreement, then this Schedule shall terminate and, except as Page 190 of 404 Reference: Page 2 of 3 Master Lease Schedule DellFlex Option   provided in the Agreement, Lessee shall be relieved of all obligations under this Schedule. Notwithstanding the election by Lessee of the Tech Refresh Option, the Schedule and Agreement shall remain in full force and effect and if the terms and condition of the Tech Refresh Option are not fulfilled before the Tech Refresh Date, the Tech Refresh Option shall be null and void and Lessee shall pay the final Rent payment due on the Tech Refresh Date. 3. SECTION 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE. For purposes of this Schedule, add paragraphs (j) through (t) as follows: “(j) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to, the execution (and delivery to Lessor) of information statements requested by Lessor; (k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within the meaning of Section 141 of the Code; (l) The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this Schedule; (m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence such Schedule; (n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year from the date hereof; (o) No fund or account which secures or otherwise relates to the Rent has been established; (p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes; (q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or 8038-GC, as required under the Code; (r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made; (s) To the best of our knowledge, information and belief, the above expectations are reasonable; and (t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule, to Dell Equipment Funding L.P. (“DEF”) pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a) of the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee.” 4. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE LEASE. For purposes of this Schedule, delete “FINANCE LEASE” in the title of this Section and delete paragraph (d). 5. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. Page 191 of 404 Reference: Page 3 of 3 Master Lease Schedule DellFlex Option   Insert at the end of this paragraph the following: “If Lessee has not terminated the Lease in accordance with Section 5 of the Agreement and no Event of Default has occurred and is continuing, then upon payment of all Rent and other amounts due under this Schedule and the Agreement, at the end of the Lease Term, Lessee is entitled to Lessor's interest in the Products “AS IS, WHERE IS,” without any warranty or representation by Lessor, express or implied, other than the absence of any liens by, through or under Lessor. Lessee will deliver to Lessor documents reasonably requested by Lessor to give public notice of Lessor's interest in the Products.” 6. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for 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". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. “Lessor” By: Name: Title: Date: Page 192 of 404 Page 1 of 2 PCaaS Schedule 9.15.2017 Internal Use - Confidential [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 in Dell Quote # 123456] [Example: 1,000] [Example: $50.00] [Example: $50,000] Total: $ Total Product Acquisition Cost: $_____________________ Primary Term: _____ Rent is payable: ____in advance; ____in arrears [specify] Payment Period: ____ Monthly ____ Quarterly ____ Pro-rated Rent: does not apply * Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment 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 193 of 404 Page 2 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 194 of 404   Reference: Page 1 of 3 Master Lease Schedule Software Only - Public LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. (SOFTWARE AND/OR MAINTENANCE ONLY FINANCING SCHEDULE) THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. 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 Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Interest Rate: Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit “A”. The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION: Insert as a new last sentence to subsection (a) the following: “For the purposes of this Schedule, the Rent, as well as the principal and interest comprising the Rent, and Purchase Price as of the applicable Purchase Date are shown in the chart on Exhibit “B”, attached to and made a part hereof. 2. NATURE OF SCHEDULE. Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement providing for the repayment of a lease purchase in the amount of the Lessor's Basis (as defined below) made by Lessor to Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments of principal and interest on such lease purchase. 3. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND RELATED SERVICES. The Products covered by this Schedule consist exclusively of the Software identified on Exhibit A; that Lessee hereby acknowledges has been delivered, installed, and accepted by Lessee. Lessee and Lessor agree that (i) any language in the Agreement pertaining to Lessor's ownership of the Products and (ii) the following sections of the Agreement shall not apply to this Schedule: 8 (Return); 10 (Alterations); 14(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of the Products consisting of Software licenses that would violate the underlying license agreement); and, 17 (Ownership; Liens and Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5 (Appropriation of Funds); 6 (Licensed Materials); 12 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability; Page 195 of 404   Reference: Page 2 of 3 Master Lease Schedule Software Only - Public Finance Lease); and 16 (Indemnification). This Schedule shall terminate upon the expiration of the Primary Term without extension or renewal; provided, however, that such termination of the Schedule shall not effect obligations of Lessee accruing prior to the termination. 4. ADDITIONAL PROVISIONS. For purposes of this Schedule, the “Lessor's Basis” shall consist of the following amounts: (i) the Total Product Acquisition Cost set forth above; plus (ii) all other amounts that become due and owing under this Schedule that are not included in the amounts paid to Lessor pursuant to clause (i). As security for Lessee's obligations hereunder and subject to applicable law and the Software license agreement, Lessee grants Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products (including with respect to any Software or services, Lessee's right to use the Software and right to obtain the services) and all proceeds thereof (including without limitation any refunds with respect to the Software or associated services financed under this Schedule (each a “Refund”) that are received by Lessee or that Lessee has a right to receive), free and clear of all security interests, liens or encumbrances whatsoever. Upon Lessor's written instructions after an Event of Default or a non-appropriation pursuant to Section 5 with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software, (b) deinstall and delete all copies of the Software from any computer systems owned or controlled by Lessee or used for Lessee's benefit, and (c) provide Lessor with a certificate signed by an authorized representative of Lessee attesting to such cessation of use and maintenance, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Software licensor, Lessee authorizes Lessor to deliver a copy of this Schedule to the licensor as evidence of Lessee's consent to Lessor's collection and receipt of the Refund directly; provided, however, nothing herein shall obligate Lessor to pursue Lessee's Refund rights (if any do exist) or modify, excuse or limit Lessee's obligations pursuant to this Schedule that Lessee acknowledges and agrees are absolute and unconditional, subject to Lessee’s right to non-appropriate pursuant to Section 5 of the Agreement. Lessor shall apply any Refund actually received by Lessor against the next scheduled Rent payment(s) and all other amounts owed under this Schedule. Lessee agrees that, except in the case of a non-appropriation pursuant to Section 5, it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, pursuant to applicable laws, the Stipulated Loss Value that Lessee may be required to pay Lessor upon an Event of Default under this Schedule shall equal the total sum of the then remaining payments due and unpaid under this Schedule for the Primary Term discounted at the lesser of (x) the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of this Schedule and (y) the interest rate set forth above. 5. ASSIGNMENT. Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule, to Dell Equipment Funding L.P. (“DEF”) pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with all applicable laws. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee. 6. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a “Document”) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. Page 196 of 404   Reference: Page 3 of 3 Master Lease Schedule Software Only - Public By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits “A” and "B". "Lessee" By: Name: Title: Date: DELL FINANCIAL SERVICES L.L.C. “Lessor” By: Name: Title: Date: Page 197 of 404 Dell Customer Communication - Confidential Ancillary Documents: Validity Opinion Red Book Bond Tax Opinion (Tax Exempt Leases over 5M) 8038 G 8038 GC Page 198 of 404 Reference: Page 1 of 1 Validity Opinion Letter - Public Internal Use - Confidential SAMPLE VALIDITY OPINION LETTER TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Ladies and Gentlemen: We are counsel to (the "Lessee") and, in that capacity, we have examined Master Lease Agreement No. , dated as of , and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the "Lessor"). Based on our examination of the Agreement and such other examinations as we have deemed appropriate, we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of ___________________________ and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by ________________________*, ________________________ of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of ___________________________; (h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. Page 199 of 404 DFS Public Tax-Exempt LP Opinion Letter.012208 Dell Customer Communication Ͳ Confidential  SAMPLE OPINION LETTER FOR TAX-EXEMPT LEASE PURCHASE TRANSACTIONS TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Dell Financial Services L.L.C. 12234 N. IH 35 Austin, TX 78753-1705 ATTN:___________________ Ladies and Gentlemen: We are counsel to _______________ (the "Lessee") and in that capacity we have examined Master Lease Agreement No. _____, dated as of _________, 20__, and the Tax Exempt Lease Schedule No. ____ to Master Lease Agreement No. ____ thereto, dated as of _____________ __, 20__ (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the "Lessor"). Based on our examination of the Agreement, the information statement(s) required for purposes of Section 149(e) of the Internal Revenue Code of 1986, as amended (the “Code”) and such other documents, records, papers as we have deemed appropriate, we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of ______ and is a state or political subdivision thereof as described in Section 103(a) of the Code, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by _____________*, _____________ of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of _________; (h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee’s current Fiscal Period to make the Rent payments scheduled to come due during Lessee’s current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes; (j) Lessee’s obligation(s) under the Agreement is/are a State or local bond within the meaning of Page 200 of 404 DFS Public Tax-Exempt LP Opinion Letter.012208 Dell Customer Communication Ͳ Confidential  Section 103 of the Code; (k) The Agreement does not constitute an arbitrage bond within the meaning of Section 148 of the Code or a private activity bond within the meaning of Section 141 of the Code; and (l) The interest portion of the Rent due under the Agreement is not includable in gross income for Federal income tax purposes under the Code and will not constitute a tax preference under Section 57 of the Code for purposes of computing the alternative minimum tax imposed pursuant to Section 55 of the Code. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement and may be relied upon by special tax counsel if one is retained to render an opinion as to the exemption from federal income taxation of the interest component of payments to be made by Lessee pursuant to the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. Page 201 of 404 Form 8038-G (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Tax-Exempt Governmental Bonds ▶ Under Internal Revenue Code section 149(e) ▶ See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0047 Part I Reporting Authority Check box if Amended Return ▶ 1 Issuer’s name 2 Issuer’s employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a Part II Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ▶ 19a If bonds are TANs or RANs, check only box 19a .......................................................................... ▶ b If bonds are BANs, check only box 19b ...................................................................................▶ 20 If bonds are in the form of a lease or installment sale, check box ................................................ ▶ 11 12 13 14 15 16 17 18 Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield $ $ years % Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23 Proceeds used for accrued interest . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . . . . . . . . . . . . 22 23 24 25 26 27 28 Proceeds used for bond issuance costs (including underwriters’ discount) Proceeds used for credit enhancement . . . . . . . . . . . . Proceeds allocated to reasonably required reserve or replacement fund . Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25 26 27 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 29 30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ▶ years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ▶ years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . ▶ 34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 10-2021) Page 202 of 404 ▲ Form 8038-G (Rev. 10-2021) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶ 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information: b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ........................ ▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box .................................................................. ▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information: b Name of hedge provider ▶ c Type of hedge ▶ d Term of hedge ▶ 42 If the issuer has superintegrated the hedge, check box ....................................................................................................... ▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ........................................... ▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ........................... ▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement ..................................................................... ▶ b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and Consent and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above. Signature of issuer’s authorized representative Date Type or print name and title Paid Print/Type preparer’s name Preparer’s signature Date Check if PTIN Preparer Use Only Firm’s name ▶ Firm’s address ▶ self-employed Firm’s EIN ▶ Phone no. Form 8038-G (Rev. 10-2021) ▲ 35 36a 37 Page 203 of 404 Form 8038-GC (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales ▶ Under Internal Revenue Code section 149(e) Caution: If the issue price of the issue is $100,000 or more, use Form 8038-G. ▶ Go to www.irs.gov/Form8038GC for instructions and the latest information. OMB No. 1545-0047 Part I Reporting Authority Check box if Amended Return ▶ 1 Issuer’s name 2 Issuer’s employer identification number (EIN) 3 Number and street (or P.O. box if mail isn’t delivered to street address) Room/suite 4 City, town, or post office, state, and ZIP code 5 Report number (For IRS Use Only) 6 Name and title of officer or other employee of issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative Part II Description of Obligations Check one box: 8a Issue price of obligation(s) (see instructions) . . . . . Single issue . . . . . . Consolidated return . . . . . . . . b Issue date (single issue) or calendar date (consolidated). Enter date in MM/DD/YYYY format (for example, 01/01/2009) (see instructions) ▶ 9 Amount of the reported obligation(s) on line 8a that is: a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . b For leases for office equipment . . . . . . . . . . . . . . . . . . . . . . . . c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . . d For leases for other (see instructions) . . . . . . . . . . . . . . . . . . . . . . e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . . g For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . . h For bank loans for other (see instructions) . . . . . . . . . . . . . . . . . . . . i Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . . j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) . k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box .................... ▶ 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) ................................... ▶ 12 Vendor’s or bank’s name: 13 Vendor’s or bank’s employer identification number: Future Developments For the latest information about developments related to Form 8038-GC and its instructions, such as legislation enacted after they were published, go to www.irs.gov/Form8038GC. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 8038-GC is used by the issuers of tax- exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers of tax-exempt governmental obligations with issue prices of less than $100,000 must file Form 8038-GC. Issuers of a tax-exempt governmental obligation with an issue price of $100,000 or more must file Form 8038-G, Information Return for Tax-Exempt Governmental Bonds. Filing a separate return for a single issue. Issuers have the option to file a separate Form 8038-GC for any tax-exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate. See the instructions for line 11, later. Filing a consolidated return for multiple issues. For all tax-exempt governmental obligations with issue prices of less than $100,000 that aren’t reported on a separate Form 8038-GC, an issuer must file a consolidated information return including all such issues issued within the calendar year. Thus, an issuer may file a separate Form 8038-GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038-GC. However, if the issue is a construction issue, a separate Form 8038-GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. For Paperwork Reduction Act Notice, see instructions. Cat. No. 64108B Form 8038-GC (Rev. 10-2021) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and Signature belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person(s) that I have authorized above. and Consent Signature of issuer’s authorized representative Date Type or print name and title Paid Preparer Use Only PTIN Firm’s EIN ▶ Phone no. Firm’s address ▶ Firm’s name ▶ Check if self-employed Date Preparer’s signature Print/Type preparer’s name ▲ ▲ 8a 9a 9b 9c 9d 9e 9f 9g 9h 9i 9j 9k Page 204 of 404 Page 2 Form 8038-GC (Rev. 10-2021) When To File To file a separate return for a single issue, file Form 8038-GC on or before the 15th day of the 2nd calendar month after the close of the calendar quarter in which the issue is issued. To file a consolidated return for multiple issues, file Form 8038-GC on or before February 15 of the calendar year following the year in which the issue is issued. Late filing. An issuer may be granted an extension of time to file Form 8038-GC under section 3 of Rev. Proc. 2002-48, 2002-37 I.R.B. 531, if it is determined that the failure to file on time isn’t due to willful neglect. Write at the top of the form, “Request for Relief under section 3 of Rev. Proc. 2002-48.” Attach to the Form 8038-GC a letter briefly stating why the form wasn’t submitted to the IRS on time. Also, indicate whether the obligation in question is under examination by the IRS. Don’t submit copies of any bond documents, leases, or installment sale documents. See Where To File next. Where To File File Form 8038-GC and any attachments at the following address. Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 Private delivery services (PDS). You can use certain PDS designated by the IRS to meet the “timely mailing as timely filing/paying” rule for tax returns and payments. These PDS include only the following: • DHL Express (DHL): DHL Same Day Service. • Federal Express (FedEx): FedEx Priority Overnight, FedEx Standard Overnight, FedEx 2Day, FedEx International Priority, and FedEx International First. • United Parcel Service (UPS): UPS Next Day Air, UPS Next Day Air Saver, UPS 2nd Day Air, UPS 2nd Day Air A.M., UPS Worldwide Express Plus, and UPS Worldwide Express. The PDS can tell you how to get written proof of the mailing date. Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the federal government, use Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Return for Tax-Exempt Private Activity Bond Issues. For a tax-exempt governmental obligation with an issue price of $100,000 or more, use Form 8038-G. Rounding to Whole Dollars You may show the money items on this return as whole-dollar amounts. To do so, drop any amount less than 50 cents and increase any amount from 50 to 99 cents to the next higher dollar. For example, $1.49 becomes $1 and $2.50 becomes $3. If two or more amounts must be added to figure the amount to enter on a line, include cents when adding the amounts and round off only the total. Definitions Obligations. This refers to a single tax- exempt governmental obligation if Form 8038-GC is used for separate reporting or to multiple tax-exempt governmental obligations if the form is used for consolidated reporting. Tax-exempt obligation. This is any obligation including a bond, installment purchase agreement, or financial lease on which the interest is excluded from income under section 103. Tax-exempt governmental obligation. A tax-exempt obligation that isn’t a private activity bond (see below) is a tax-exempt governmental obligation. This includes a bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part of an issue in which: • More than 10% of the proceeds are to be used for any private activity business use, and • More than 10% of the payment of principal or interest of the issue is either (a) secured by an interest in property to be used for a private business use (or payments for such property) or (b) to be derived from payments for property (or borrowed money) used for a private business use. It also includes a bond, the proceeds of which (a) are to be used to make or finance loans (other than loans described in section 141(c)(2)) to persons other than governmental units and (b) exceeds the lesser of 5% of the proceeds or $5 million. Issue. Generally, obligations are treated as part of the same issue only if they are issued by the same issuer, on the same date, and as part of a single transaction, or a series of related transactions. However, obligations issued during the same calendar year (a) under a loan agreement under which amounts are to be advanced periodically (a “draw- down loan”) or (b) with a term not exceeding 270 days, may be treated as part of the same issue if the obligations are equally and ratably secured under a single indenture or loan agreement and are issued under a common financing arrangement (for example, under the same official statement periodically updated to reflect changing factual circumstances). Also, for obligations issued under a draw- down loan that meets the requirements of the preceding sentence, obligations issued during different calendar years may be treated as part of the same issue if all of the amounts to be advanced under the draw-down loan are reasonably expected to be advanced within 3 years of the date of issue of the first obligation. Likewise, obligations (other than private activity bonds) issued under a single agreement that is in the form of a lease or installment sale may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Arbitrage rebate. Generally, interest on a state or local bond isn’t tax-exempt unless the issuer of the bond rebates to the United States arbitrage profits earned from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(f). Construction issue. This is an issue of tax- exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds of the issue are to be used for construction expenditures with respect to property to be owned by a governmental unit or a 501(c)(3) organization, and 2. All of the bonds that are part of the issue are qualified 501(c)(3) bonds, bonds that aren’t private activity bonds, or private activity bonds issued to finance property to be owned by a governmental unit or a 501(c)(3) organization. In lieu of rebating any arbitrage that may be owed to the United States, the issuer of a construction issue may make an irrevocable election to pay a penalty. The penalty is equal to 1-1/2% of the amount of construction proceeds that do not meet certain spending requirements. See section 148(f)(4)(C) and the Instructions for Form 8038-T. Specific Instructions In general, a Form 8038-GC must be completed on the basis of available information and reasonable expectations as of the date of issue. However, forms that are filed on a consolidated basis may be completed on the basis of information readily available to the issuer at the close of the calendar year to which the form relates, supplemented by estimates made in good faith. Part I—Reporting Authority Amended return. An issuer may file an amended return to change or add to the information reported on a previously filed return for the same date of issue. If you are filing to correct errors or change a previously filed return, check the Amended Return box in the heading of the form. The amended return must provide all the information reported on the original return, in addition to the new corrected information. Attach an explanation of the reason for the amended return and write across the top “Amended Return Explanation.” Line 1. The issuer’s name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. In the case of a lease or installment sale, the issuer is the lessee or purchaser. Line 2. An issuer that doesn’t have an employer identification number (EIN) should apply for one online by visiting the IRS website at www.irs.gov/EIN. The organization may also apply for an EIN by faxing or mailing Form SS-4 to the IRS. Lines 3 and 4. Enter the issuer’s address or the address of the designated contact person listed on line 6. If the issuer wishes to use its own address and the issuer receives its mail in care of a third party authorized representative (such as an accountant or attorney), enter on the street address line “C/O” followed by the third party’s name and street address or P.O. box. Include the suite, room, or other unit number after the street address. If the post office doesn’t deliver Page 205 of 404 Page 3 Form 8038-GC (Rev. 10-2021) mail to the street address and the issuer has a P.O. box, show the box number instead of the street address. If a change in address occurs after the return is filed, use Form 8822, Change of Address, to notify the IRS of the new address. Note: The address entered on lines 3 and 4 is the address the IRS will use for all written communications regarding the processing of this return, including any notices. By authorizing a person other than an authorized officer or other employee of the issuer to communicate with the IRS and whom the IRS may contact about this return, the issuer authorizes the IRS to communicate directly with the individual listed on line 6, whose address is entered on lines 3 and 4 and consents to disclose the issuer’s return information to that individual, as necessary, to process this return. Line 5. This line is for IRS use only. Don’t make any entries in this box. Part II—Description of Obligations Check the appropriate box designating this as a return on a single issue basis or a consolidated return basis. Line 8a. The issue price of obligations is generally determined under Regulations section 1.148-1(b). Thus, when issued for cash, the issue price is the price at which a substantial amount of the obligations are sold to the public. To determine the issue price of an obligation issued for property, see sections 1273 and 1274 and the related regulations. Line 8b. For a single issue, enter the date of issue (for example, 03/15/2020 for a single issue issued on March 15, 2020), generally the date on which the issuer physically exchanges the bonds that are part of the issue for the underwriter’s (or other purchaser’s) funds; for a lease or installment sale, enter the date interest starts to accrue. For issues reported on a consolidated basis, enter the first day of the calendar year during which the obligations were issued (for example, for calendar year 2020, enter 01/01/2020). Lines 9a through 9h. Complete this section if property other than cash is exchanged for the obligation, for example, acquiring a police car, a fire truck, or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a “municipal lease.”) Also, complete this section if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal. Don’t complete lines 9a through 9d if the proceeds of an obligation are received in the form of cash even if the term “lease” is used in the title of the issue. For lines 9a through 9d, enter the amount on the appropriate line that represents a lease or installment purchase. For line 9d, enter the type of item that is leased. For lines 9e through 9h, enter the amount on the appropriate line that represents a bank loan. For line 9h, enter the type of bank loan. Lines 9i and 9j. For line 9i, enter the amount of the proceeds that will be used to pay principal, interest, or call premium on any other issue of bonds, including proceeds that will be used to fund an escrow account for this purpose. Several lines may apply to a particular obligation. For example, report on lines 9i and 9j obligations used to refund prior issues which represent loans from the proceeds of another tax-exempt obligation. Line 9k. Enter on line 9k the amount on line 8a that doesn’t represent an obligation described on lines 9a through 9j. Line 10. Check this box if the issuer has designated any issue as a “small issuer exception” under section 265(b)(3)(B)(i)(III). Line 11. Check this box if the issue is a construction issue and an irrevocable election to pay a penalty in lieu of arbitrage rebate has been made on or before the date the bonds were issued. The penalty is payable with a Form 8038-T for each 6-month period after the date the bonds are issued. Don’t make any payment of penalty in lieu of rebate with Form 8038-GC. See Rev. Proc. 92-22, 1992-1 C.B. 736, for rules regarding the “election document.” Line 12. Enter the name of the vendor or bank who is a party to the installment purchase agreement, loan, or financial lease. If there are multiple vendors or banks, the issuer should attach a schedule. Line 13. Enter the employer identification number of the vendor or bank who is a party to the installment purchase agreement, loan, or financial lease. If there are multiple vendors or banks, the issuer should attach a schedule. Signature and Consent An authorized representative of the issuer must sign Form 8038-GC and any applicable certification. Also, write the name and title of the person signing Form 8038-GC. The authorized representative of the issuer signing this form must have the authority to consent to the disclosure of the issuer’s return information, as necessary to process this return, to the person(s) that has been designated in this form. Note: If the issuer authorizes on line 6 the IRS to communicate with a person other than an officer or other employee of the issuer (such authorization shall include contact both in writing regardless of the address entered on lines 3 and 4, and by telephone), by signing this form, the issuer’s authorized representative consents to the disclosure of the issuer’s return information, as necessary to process this return, to such person. Paid Preparer If an authorized representative of the issuer filled in its return, the paid preparer’s space should remain blank. Anyone who prepares the return but does not charge the organization shouldn’t sign the return. Certain others who prepare the return shouldn’t sign. For example, a regular, full-time employee of the issuer, such as a clerk, secretary, etc., shouldn’t sign. Generally, anyone who is paid to prepare a return must sign it and fill in the other blanks in the Paid Preparer Use Only area of the return. A paid preparer cannot use a social security number in the Paid Preparer Use Only box. The paid preparer must use a preparer tax identification number (PTIN). If the paid preparer is self-employed, the preparer should enter his or her address in the box. The paid preparer must: • Sign the return in the space provided for the preparer’s signature, and • Give a copy of the return to the issuer. Paperwork Reduction Act Notice We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden for tax exempt organizations filing this form is approved under OMB control number 1545-0047 and is included in the estimates shown in the instructions for their information return. If you have suggestions for making this form simpler, we would be happy to hear from you. You can send us comments through www.irs.gov/FormComments. Or you can write to: Internal Revenue Service Tax Forms and Publications 1111 Constitution Ave. NW, IR-6526 Washington, DC 20224 Do not send Form 8038-GC to this address. Instead, see Where To File, earlier. Page 206 of 404 DFS Public Payment Agreement Sep2021 Internal Use - Confidential Dell Financial Services Public Payment Agreement Page 207 of 404 DFS Public Payment Agreement Sep2021 Internal Use - Confidential Payment Agreement - PUBLIC Contract Number xxx-xxxxxx-xxx PAYMENT AGREEMENT – PUBLIC Customer: Billing Contact: Address: Billing Address: Software Licensor: [SW Licensor] Vendor: [Name of reseller/seller] Products: Software, equipment and services as described in [Description of Vendor Contract/Order/Agreement (s) #] (“Agreement”) This Payment Agreement ("PA") is made effective as of _[DATE] between the Customer named above ("Customer") and Dell Financial Services L.L.C. ("Payee") pursuant to the following: Customer and the Software Licensor and/or Vendor have entered into the above referenced Agreement (including any addenda, amendments, exhibits and schedules attached thereto) in connection with th e acquisition of “Products” including as applicable, certain equipment, software licenses ("Licensed Software"), and services to Customer. Pursuant to the Agreement, Customer is obligated to pay Vendor(s) the total fees described below (“Fees"). Payee and Customer have agreed that instead of Customer paying the Fees as described in the Agreement, Customer shall pay Payee installment payments ("Payment Amounts") as set forth in the Payment Schedule below and Payee shall pay the Vendor on Customer’s behalf. 1. FEES: The Fees set forth in the Agreement consist of $_[AMOUNT FUNDING TO VENDOR(s)] for Products. Customer hereby agrees to pay the Payment Amounts to Payee on an installment basis in accordance with the Payment Schedule set forth below. 2. PAYMENT SCHEDULE: Customer shall pay the Payment Amounts in accordance with the schedule (“Payment Schedule”) below, with each Payment Amount due and payable on the date indicated (“Due Date”). Customer shall remit Payment Amounts to the address noted in the invoice from Payee. PAYMENT AMOUNTS DO NOT INCLUDE APPLICABLE TAX, UNLESS SPECIFIED OTHERWISE. 3. OBLIGATIONS ABSOLUTE: For the purposes of this PA Products shall be conclusively deemed accepted upon receipt, subject to any right of return provided by the Vendor, and upon Customer's execution of this PA, Customer acknowledges that (i) it has selected the Products based on its own judgment and (ii) Payee is entering into this PA as an accommodation to Customer, and the Agreement , including all obligations, rights and remedies hereunder are separate and distinct from this PA and any remedies which Customer may have, at law or in equity, against Vendor or Software Licensor shall be made independently and without regard to this PA and Customer's obligations hereunder, and (iii) Customer's obligation to remit Payment Amounts to Payee, in accordance with the Payment Schedule and subject only to Customer’s right to non-appropriate under Section 7 herein, shall be absolute, unconditional, non -cancelable, and nonrefundable, and shall not be withheld or subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense that Customer may have arising out of or relating to the Agreement, the Products or otherwise for any reason whatsoever, including but not limited to requirements applicable to negotiable instruments (such as presentment for payment and notice of dishonor); termination of the Agreement or any change in, update to or transfer of the Products. If full payment of each Payment Amount and other amounts due and payable is not received by Payee within 10 days of the Due Date, Customer agrees to pay to Payee interest on the overdue amou nt at the lesser of 1.5% per month or as provided for under any applicable Prompt Payment Act. . Customer hereby grants Payee a security interest in the Products (including Customer’s right to use Licensed Software and to receive services, credits and refunds fr om Vendor) and all proceeds related to this PA, to the extent permitted by law. Payee may make related filings as Payee reasonably deems necessary. Customer agrees it is responsible for and will pay or reimburse Payee upon invoice for all government imposed taxes, duties, fines assessed or imposed on the PA, the Products and the Payment Amounts (but excluding taxes imposed on Payee’s income) or any other amount payable with respect to the PA (collectively “Taxes”). 4. ASSIGNMENT; WAIVER OF DEFENSES, CLAIMS: Customer hereby consents to Payee's assignment of Payee's rights and interests in and to all or a portion of the Payment Amounts to a third party ("Assignee"). Customer shall not transfer or assign any of Customer's rights or obligations under this PA or grant third-party liens or encumbrances in Products without Payee's prior written consent. Customer agrees that neither Payee nor any Assignee shall assume any of Vendor's or Software Licensor’s obligations to Customer under the Agreement, and further, expressly waives, as against Payee and any Assignee, any rights Customer may have or claim related to any matter whatsoever including, without limitation, the design or condition of Products, their merchantability or fitness or capacity or durability for any particular purpose, the quality of the material or workmanship of the Products or conformity of the Products to the provisions and specifications of any purchase order or orders relating thereto, and Customer expressly disclaims the same, and, as to Payee and any Assignee, Customer accepts the Products "AS IS". Pay ee 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, o r 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 b e entitled to the benefit of warranties provided by Vendor or Software Licensor, and that Customer has received an accurate and complete Page 208 of 404 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 s hall 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 ins olvency 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 Softwar e Licensor may terminate (upon notification by Payee of Default) all of Customer’s rights to use of the Licensed Software and services. After the occurrence of a Default hereunder by Customer, Customer agrees to immediately cease using the Licensed Software, to de- install and delete all copies of Licensed Software from any computer systems owned or controlled by Customer or used for Customer's benefit. Customer further agrees to provide a certificate signed by a Customer officer who is responsible for Customer's info rmation systems attesting to such cessation of use and maintenance, de-installation and deletion of Licensed Software and services. With regard to Products comprised of hardware or tangible personal property and following an uncured Default, Customer shall at Customer’s expense, ship such Products to or make them available at Payee’s designated location for the purpose of repossession, with clear a nd unincumbered title reverting back to and vesting in Payee. In the event Payee shall institute any action for the enforcement of the collection of the Payment Amounts pursuant to applicable law, there shall be immediately due from Customer, in addition to the unpaid Pa yment Amounts, all costs and expenses of such action, including reasonable attorneys’ fees. No failure or delay on the part of Payee to exercise any right or remedy hereunder shall operate as a waiver thereof. All remedies are cumulative and not exclusive. 6. FUNDING INTENT: Customer intends to continue this PA for the entire Term and to pay all Payment Amounts and other costs and fees due hereunder. Customer reasonably believes that legally available funds in an amount sufficient to make all Payment Amounts during the Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which all Payment Amounts and other costs and fees due may be paid. Customer intends and Payee agrees that Customer’s obligation to make Paymen t Amounts under the PA constitutes a current expense of Customer and is not to be construed to be a debt in contravention of applicable law or constitutional or statutory limitations or requirements on the creation of indebtedness or as a pledge of funds beyond Customer’s current Fiscal Period. 7. NON-APPROPRIATION OF FUNDS: Customer may terminate this PA in whole, but not in part, by giving at least sixty (60) days written notice prior to the end of the then current Fiscal Period (as defined in the Customer’s Secretary/Clerk’s Certificate provide d to Payee) certifying that: (a) sufficient funds were not appropriated and budgeted by Customer or will not otherwise be available beyond the current Fiscal Period for Payment Amounts or other costs and fees and (b) the Customer has exhausted all funds legally available for payment of such Payment Amounts or other costs and fees due under the PA beyond the current Fiscal Period. Upon termination o f the PA, Customer’s obligations under the PA (except those that expressly survive the end of the Term) and any interest in the Products shall cease and Customer shall surrender the Products in accordance with Section 5. Notwithstanding the foregoing, Customer agrees that, without creating a pledge, lien, or encumbrance upon funds available to Customer in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of this PA, including making budget requests for each Fiscal Period during each applicable PA Term for adequate funds to meet its obligations and to continue the PA in force. 8. ESSENTIAL USE: Customer represents that the use of the Products is essential to Customer’s proper, efficient, and economic operation or to the service which Customer provides to its citizens. Customer expects to make immediate use of the Product s, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable PA Term. The Products will be used for the sole purpose of performing one or more of Customer’s governmental or proprietary functions consistent within the permissible scope of Customer’s authority. 9. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that: (a) Customer is a state or a political subdivision or agency of a state pursuant to Section 103 of the U.S. Treasury Code; (b) the entering into and performance of the PA is authorized under Customer’s state laws and Constitution and does not violate or contradict any judgment, law, order or regulation, or cause an y default under any agreement to which Customer is a party; (c) Customer has complied with all public bidding requirements, if applicable, and, where necessary, has properly presented the PA for approval and adoption as a valid obligation on Customer’s part; and (d) Cu stomer has sufficient appropriated funds or other monies available to pay all amounts due under the PA for Customer’s current fiscal period. Upon Payee’s request, Customer agrees to provide us with an opinion of counsel as to clauses (a) through (d) above, a secretary’s or clerk’s certificate of incumbency and authority, and other documents that Payee reasonably requests from time to time in a form satisfactory to Payee. 10. CHOICE OF LAW: This PA will be governed by and construed in all respects in accordance with the laws of the stat e in which the Customer is located without regard to conflicts of law principles. Subject to applicable laws, the parties’ consent and submi t 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. Page 209 of 404 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 Custom er; 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 u nlawful 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 c onstitutes chattel paper under the Uniform Commercial Code, the authoritative copy of this PA shall be the copy designated by Payee from time to time, as the copy available for access and review by Customer and Payee. All other copies are copies of the authoritative cop y. In the event of inadvertent destruction of the authoritative copy, the authoritative copy may be restored from a backup, and the restored copy shall become the authoritative copy. Customer agrees to take actions and provide documentation (such as Certificates of Acceptance or financial information) reasonably requested by Payee to effect the intent of this PA. Customer agrees to maintain liability insurance naming Payee as loss payee and property insurance in commercially reasonable amounts adequate to cover repair or replacement of any equipment covered by this PA. Payment Schedule See attached Exhibit A. Customer: xxxxxxxxxxxxxxxxxxxxxxxxxxxx Payee: Dell Financial Services L.L.C. By: By: Name: Name: Title: Title: Date: Date: Page 210 of 404 DFS Public Payment Agreement Sep2021 Internal Use - Confidential SECRETARY OR CLERK’S CERTIFICATE OF INCUMBANCY AND AUTHORITY Regarding the above referenced “Contract” between (“Customer”) and Dell Financial Services L.L.C. (“DFS”) The undersigned hereby certifies to DFS, including its successors and assigns, that: (a) the undersigned is the Secretary or Clerk of the Customer, which is a state or a political subdivision or agency of the state in which it is formed, (b) the signer on the Contract has full right, capacity and power and is duly authorized by all requisite governmental action to execute, deliver, and bind Customer to the Contract, and (c) the signature appearing on the Contract is in fact the signature of such signer. By:* Name: Title: Date: * The signers on the Contract and this Secretary/Clerk’s Certificate of Authority must be two different authorized signatories. Page 211 of 404 DFS Public Payment Agreement Sep2021 Internal Use - Confidential Exhibit A Payment Schedule [ADD AMORTIZATION TABLE HERE] Page 212 of 404 Dell - Restricted - Confidential Pharos Financial Services Public Master Lease Agreement DATE Page 213 of 404 Reference: Page 1 of 6 Master Lease Agreement – Public NOV2018 EFFECTIVE DATE: MASTER LEASE AGREEMENT NO. LESSOR: PHAROS FINANCIAL SERVICES L.P. Mailing Address: One Dell Way Round Rock, TX 78682 LESSEE: Principal Address: Fax: Attention: This Master Lease Agreement ("Agreement"), effective as of the Effective Date set forth above, is between the Lessor and Lessee named above. Capitalized terms have the meaning set forth in this Agreement. 1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases the equipment (“Products”), Software (defined below), and services or fees, where applicable, as described in any lease schedule ("Schedule"). Each Schedule shall incorporate by reference the terms and conditions of this Agreement and contain such other terms as are agreed to by Lessee and Lessor. Each Schedule shall constitute a separate lease of Products ("Lease"). In the event of any conflict between the terms of a Schedule and the terms of this Agreement, the terms of the Schedule shall prevail. Lessor reserves all rights to the Products not specifically granted to Lessee in this Agreement or in a Schedule. Execution of this Agreement does not create an obligation of either party to lease to or from the other. 2. ACCEPTANCE DATE; SCHEDULE. (a) Subject to any right of return provided by the Product seller (“Seller”), named on the Schedule, Products are deemed to have been irrevocably accepted by Lessee upon delivery to Lessee's ship to location (“Acceptance Date”). Lessee shall be solely responsible for unpacking, inspecting and installing the Products. (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees to sign or otherwise authenticate (as defined under the Uniform Commercial Code, “UCC”) and return each Schedule by the later of the Acceptance Date or five (5) days after Lessee receives a Schedule from Lessor. If the Schedule is not signed or otherwise authenticated by Lessee within the time provided in the prior sentence, then upon written notice from Lessor and Lessee’s failure to cure within five (5) days of such notice, Lessor may require the Lessee to purchase the Products by paying the Product Cost charged by the Seller, plus any shipping charges, Taxes or Duties (defined below) and interest at the Overdue Rate accruing from the date the Products are shipped through the date of payment. If Lessee returns any leased Products in accordance with the Seller’s return policy, it will notify Lessor. When Lessor receives a credit from the Seller for the returned Product, the Schedule will be deemed amended to reflect the return of the Product and Lessor will adjust its billing records and Lessee’s invoice for the applicable Lease. In addition, Lessee and Lessor agree that a signed Schedule may be amended by written notice from Lessor to Lessee provided such notice is (i) to correct the serial (or service tag) number of Products or (ii) to adjust the related Rent (defined below) on the Schedule (any increase up to 15% or any decrease) caused by any change made by Lessee in Lessee’s order with the Seller. 3. TERM. The initial term (the “Primary Term”) for each Lease shall begin on the date set forth on the Schedule as the Commencement Date (the “Commencement Date”). The period beginning on the Acceptance Date and ending on the last day of the Primary Term, together with any renewals or extensions thereof, is defined as the "Lease Term". The Lease is noncancelable by Lessee, except as expressly provided in Section 5. 4. RENT; TAXES; PAYMENT OBLIGATION. (a) The rental payment amount ("Rent") and the payment period for each installment of Rent (“Payment Period”) shall be stated in the Schedule. A prorated portion of Rent calculated based on a 30-day month, 90-day quarter or 360-day year (as appropriate) for the period from the Acceptance Date to the Commencement Date shall be added to the first payment of Rent. All Rent and other amounts due and payable under this Agreement or any Schedule shall be paid to Lessor in lawful funds of the United States of America at the payment address for Lessor set forth above or at such other address as Lessor may designate in writing from time to time. Whenever Rent and other amounts payable under a Lease are not paid when due, Lessee shall pay interest on such amounts at a rate equal to the lesser of 1% per month or the highest such rate permitted by applicable law (“Overdue Rate”). Rent shall be due and payable whether or not Lessee has received an invoice showing such Rent is due. Late charges and reasonable attorney’s fees necessary to recover Rent and other amounts owed hereunder are considered an integral part of this Agreement. The rate factors used for the calculation of the payment are based in part on similar or like term swap or T-bill rates as published by the US Federal Reserve Board. In the event the applicable rates change between Lessor initially providing the rate factors and the commencement of a Schedule, Lessor reserves the right to change the applicable rate factor commensurate with the change in the applicable rates. (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee shall pay sales, use, excise, purchase, property, added value or other taxes, fees, levies or assessments lawfully assessed or levied against Lessor or with respect to the Products and the Lease (collectively “Taxes”), and customs, duties or surcharges on imports or exports (collectively, “Duties”), plus all expenses incurred in connection with Lessor’s purchase and Lessee’s use of the Products, including but not limited to shipment, delivery, installation, and insurance. Unless Lessee provides Lessor with a tax exemption certificate acceptable to the relevant taxing authority prior to Lessor’s payment of such Taxes, Lessee shall pay to Lessor all Taxes and Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for estimated personal property tax with the Rent Payment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Products. (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE Page 214 of 404 Reference: Page 2 of 6 Master Lease Agreement – Public NOV2018 AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for any reason, Lessee shall make its claim solely against the Seller of such Product (or the Licensor in the case of Software, as defined below) and shall nevertheless pay Lessor or its assignee all amounts due and payable under the Lease. 5. APPROPRIATION OF FUNDS. (a) Lessee intends to continue each Schedule for the Primary Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Primary Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which the Rent and other amounts due may be paid. (b) Lessee may terminate a Schedule in whole, but not in part by giving at least sixty (60) days’ notice prior to the end of the then current Fiscal Period (as defined in the Lessee’s Secretary/Clerk’s Certificate provided to Lessor) certifying that: (1) sufficient funds were not appropriated and budgeted by Lessee’s governing body or will not otherwise be available to continue the Lease beyond the current Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent beyond the current Fiscal Period. Upon termination of the Schedule, Lessee’s obligations under the Schedule (except those that expressly survive the end of the Lease Term) and any interest in the Products shall cease and Lessee shall surrender the Products in accordance with Section 8. Notwithstanding the foregoing, Lessee agrees that, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of a Schedule, including making budget requests for each Fiscal Period during each applicable Lease Term for adequate funds to meet its Lease obligations and to continue the Schedule in force.. (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent and other amounts due under a Lease constitutes a current expense of Lessee and is not to be construed to be a debt in contravention of any applicable constitutional or statutory limitation on the creation of indebtedness or as a pledge of funds beyond Lessee’s current Fiscal Period. 6. LICENSED MATERIALS. Software means any operating system software or computer programs included with the Products (collectively, “Software”). “Licensed Materials” are any manuals and documents, end user license agreements, evidence of licenses, including, without limitation, any certificate of authenticity and other media provided in connection with such Software, all as delivered with or affixed as a label to the Products. Lessee agrees that this Agreement and any Lease (including the sale of any Product pursuant to any purchase option) does not grant any title or interest in Software or Licensed Materials. Any use of the terms "sell," "purchase," "license," "lease," and the like in this Agreement or any Schedule with respect to Software shall be interpreted in accordance with this Section 6. 7. USE; LOCATION; INSPECTION. Lessee shall: (a) comply with all terms and conditions of any Licensed Materials; and (b) possess and operate the Products only (i) in accordance with the Seller's supply contract and any service provider's maintenance and operating manuals, the documentation and applicable laws; and (ii) for the business purposes of Lessee. Lessee agrees not to move Products from the location specified in the Schedule without providing Lessor with at least 30 days prior written notice, and then only to a location within the continental United States and at Lessee's expense. Without notice to Lessor, Lessee may temporarily use laptop computers at other locations, including outside the United States, provided Lessee complies with the United States Export Control Administration Act of 1979 and the Export Administration Act of 1985, as those Acts are amended from time to time (or any successor or similar legislation). Provided Lessor complies with Lessee's reasonable security requirements, Lessee shall allow Lessor to inspect the premises where the Products are located from time to time during reasonable hours after reasonable notice in order to confirm Lessee's compliance with its obligations under this Agreement. 8. RETURN. At the expiration or earlier termination of the Lease Term of any Schedule, and except for Products purchased pursuant to any purchase option under the Lease, Lessee will (a) remove all proprietary data from the Products and (b) return them to Lessor at a place within the contiguous United States designated by Lessor. Upon return of the Products, Lessee`s right to the operating system Software in returned Products will terminate and Lessee will return the Products with the original certificate of authenticity (attached and unaltered) for the original operating system Software. Lessee agrees to deinstall and package the Products for return in a manner which will protect them from damage. Lessee shall pay all costs associated with the packing and return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lessee fails to return all of the Products at the expiration of the Lease Term or earlier termination (other than for non-appropriation) in accordance with this Section, the Lease Term with respect to the Products that are not returned shall continue to be renewed as described in the Schedule. 9. RISK OF LOSS; MAINTENANCE; INSURANCE. (a) From the date the Products are delivered to Lessee's ship to location until the Products are returned to Lessor's designated return location or purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage to the Products; (ii) to maintain the Products in good operating condition and appearance, ordinary wear and tear excepted; (iii) to comply with all requirements necessary to enforce all warranty rights; and (iv) to promptly repair any repairable damage to the Products. During the Lease Term, Lessee at its sole discretion has the option to purchase a maintenance agreement from the provider of its choice (including, if it so chooses, to self-maintain the Products) or to forgo such maintenance agreement altogether; regardless of Lessee's choice, Lessee will continue to be responsible for its obligations as stated in the first sentence of this Section. At all times, Lessee shall provide the following insurance: (x) casualty loss insurance for the Products for no less than the Stipulated Loss Value (defined below) naming Lessor as loss payee; and (y) liability insurance with respect to the Products for no less than an amount as required by Lessor, with Lessor named as an additional insured; and (z) such other insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessor’s prior written consent, Lessee may provide this insurance pursuant to Lessee’s existing self-insurance policy or as provided for under state law. Lessee shall provide Lessor with either an annual certificate of third party insurance or a written description of its self-insurance policy or relevant law, as applicable. The certificate of insurance will provide that Lessor shall receive at least ten (10) days prior written notice of any material change to or cancellation of the insurance policy or Lessee’s self- insurance program, if previously approved by Lessor. If Lessee does not give Lessor evidence of insurance in accordance with the standards herein, Lessor has the right, but not the obligation, to obtain such insurance covering Lessor’s interest in the Products for the Lease Term, including renewals. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse Lessor for the insurance premium and Lessor’s then current insurance administrative fee. (b) If the Products are lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of such Products (“Casualty Products”), Lessee shall promptly (i) notify Lessor of the same and (ii) pay to Lessor the Stipulated Loss Value for the Casualty Products. The Stipulated Loss Value is an amount equal to the sum of (a) all Rent and other amounts then due and owing (including interest at the Overdue Rate from the due date until payment is received) under the Lease, plus (b) the present value of all future Rent to become due under the Lease during the remainder of the Lease Term, plus (c) the present value of the estimated in place Fair Market Value of the Product at the end of the Primary Term as determined by Lessor; plus (d) all other amounts to become due and owing during the remaining Lease Term. Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be calculated using the federal funds rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule. The discount rate applicable to tax-exempt Schedules shall be federal funds Page 215 of 404 Reference: Page 3 of 6 Master Lease Agreement – Public NOV2018 rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule less 100 basis points. 10. ALTERATIONS. Lessee shall, at its expense, make such alterations to Products during the Lease Term as are legally required or provided at no charge by Seller. Lessee may make other alterations, additions or improvements to Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the Products. Upon the return of any Product to Lessor, any alteration, addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents, warrants and covenants to Lessor and will provide to Lessor at Lessor’s request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time Lessee enters into this Agreement and each Schedule that: (a) Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or any Schedule, with full power and authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by Lessee of the Agreement or any Schedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and other state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, order, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; (g) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best of Lessee's knowledge and belief is there any basis therefor, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of the Products, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessee's governmental or proprietary functions consistent within the permissible scope of Lessee's authority; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under this Agreement and any Schedule during the current Fiscal Period, and such funds have not been expended for other purposes. 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; FINANCE LEASE. (a) Provided no Event of Default has occurred and is continuing, Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty and any right of return provided by any Seller. (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY PRODUCTS. (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. (d) Lessee agrees that it is the intent of both parties that each lease qualify as a statutory finance lease under Article 2A of the UCC. Lessee acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller for lease to Lessee or (ii) that Lessor has informed or advised Lessee, in writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products and that Lessee should contact the Seller for a description of any such rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 13. EVENTS OF DEFAULT. It shall be an event of default hereunder and under any Schedule ("Event of Default") if: (a) Lessee fails to pay any Rent or other amounts payable under this Agreement or any Schedule within 15 days after the date that such payment is due; (b) Any representation or warranty made by Lessee to Lessor in connection with this Agreement, any Schedule or any other Document is at the time made materially untrue or incorrect; (c) Lessee fails to comply with any other obligation or provision of this Agreement or any Schedule and such failure shall have continued for 30 days after notice from Lessor; (d) Lessee (i) is generally not paying its debts as they become due or (ii) takes action for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Lessee or its property and such petition is not dismissed within 60 days; or (e) Any provision of this Agreement ceases to be valid and binding on Lessee, is declared null and void, or its validity or enforceability is contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or Page 216 of 404 Reference: Page 4 of 6 Master Lease Agreement – Public NOV2018 security of Lessor, or Lessee denies any further liability or obligation under this Agreement; or (f) Lessee is in default under any other lease, contract, or obligation now existing or hereafter entered into with Lessor or Seller or any assignee of Lessor. 14. REMEDIES: TERMINATION (a) Upon an Event of Default under any Schedule all of Lessee's rights (including its rights to the Products), but not its obligations thereunder, shall automatically be cancelled without notice and Lessor may exercise one or more of the following remedies in its sole discretion: (i) require Lessee to return any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession; (ii) sell, lease or otherwise dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole discretion (a "Disposition"); (iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within 10 days after the date of Lessor's demand; or (iv) proceed by appropriate court action either at law or in equity (including an action for specific performance) to enforce performance by Lessee or recover damages associated with such Event of Default or exercise any other remedy available to Lessor in law or in equity. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re-furbishing, storage and Disposition of any or all Products (“Default Expenses”). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be exercised by Lessor separately or together. 15. QUIET ENJOYMENT. Lessor shall not interfere with Lessee's right to possession and quiet enjoyment of Products during the relevant Lease Term, provided no Event of Default has occurred and is continuing. Lessor represents and warrants that as of the Commencement Date of the applicable Schedule, Lessor has the right to lease the Products to Lessee. 16. INDEMNIFICATION. To the extent permitted by law, Lessee shall indemnify, defend and hold Lessor, its assignees, and their respective officers, directors, employees, representatives and agents harmless from and against, all claims, liabilities, costs or expenses, including legal fees and expenses (collectively, "Claims"), arising from or incurred in connection with this Agreement, any Schedule, or the selection, manufacture, possession, ownership, use, condition, or return of any Products (including Claims for personal injury or death or damage to property, and to the extent Lessee is responsible, Claims related to the subsequent use or Disposition of the Products or any data in or alteration of the Products. This indemnity shall not extend to any loss caused solely by the gross negligence or willful misconduct of Lessor. Lessee shall be responsible for the defense and resolution of such Claim at its expense and shall pay any amount for resolution and all costs and damages awarded against or incurred by Lessor or any other person indemnified hereunder; provided, however, that any person indemnified hereunder shall have the right to participate in the defense of such Claim with counsel of its choice and at its expense and to approve any such resolution. Lessee shall keep Lessor informed at all times as to the status of the Claim. 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. As between Lessor and Lessee, title to Products (other than any Licensed Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep Products free and clear of liens and encumbrances of any kind (except those arising through the acts of Lessor) and shall immediately notify Lessor if Lessor's interest is subject to compromise. Lessee shall not remove, cover, or alter plates, labels, or other markings placed upon Products by Lessor, Seller or any other supplier. 18. NON PERFORMANCE BY LESSEE. If Lessee fails to perform any of its obligations hereunder or under any Schedule, Lessor shall have the right but not the obligation to effect such performance and Lessee shall promptly reimburse Lessor for all out of pocket and other reasonable expenses incurred in connection with such performance, with interest at the Overdue Rate. 19. NOTICES. All notices shall be given in writing and, except for billings and communications in the ordinary course of business, shall be delivered by overnight courier service, delivered personally or sent by certified mail, return receipt requested, and shall be effective from the date of receipt unless mailed, in which case the effective date will be four (4) Business Days after the date of mailing. Notices to Lessor by Lessee shall be sent to: Pharos Financial Services L.P., Attn. Legal Department, One Dell Way, Round Rock, TX 78682, or such other mailing address designated in writing by Lessor. Notice to Lessee shall be to the address on the first page of this Agreement or such other mailing address designated in writing by Lessee. 20. ASSIGNMENT. (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF LESSOR (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD). LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any way discharge Lessee's obligations to Lessor under this Agreement or Schedule. (b) Lessor may at any time without notice to Lessee, but subject to the rights of Lessee, transfer, assign, or grant a security interest in any Product, this Agreement, any Schedule, or any rights and obligations hereunder or thereunder in whole or in part. Lessee hereby consents to such assignments, agrees to comply fully with the terms thereof, and agrees to execute and deliver promptly such acknowledgments, opinions of counsel and other instruments reasonably requested to effect such assignment. (c) Subject to the foregoing, this Agreement and each Schedule shall be binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN , , AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY. 22. MISCELLANEOUS. Page 217 of 404 Reference: Page 5 of 6 Master Lease Agreement – Public NOV2018 (a) The headings used in this Agreement are for convenience only and shall have no legal effect. This Agreement shall be interpreted without any strict construction in favor of or against either party. (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the term or expiration of this Agreement or any Schedule. (c) Failure of Lessor at any time to require Lessee's performance of any obligation shall not affect the right to require performance of that obligation. No term, condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee (prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent (other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either “Original” or “Counterpart Number 1”. (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. (j) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a “Document”) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor’s database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee’s representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor’s option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. Page 218 of 404 Reference: Page 6 of 6 Master Lease Agreement – Public NOV2018 EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. {Lessee Name} “Lessee” BY: NAME: TITLE: DATE: PHAROS FINANCIAL SERVICES L.P. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL PARTNER “Lessor” BY: NAME: TITLE: DATE: Page 219 of 404 Reference: Page 1 of 3 Secretary Clerk Certificate - Public Internal Use - Confidential 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. Page 220 of 404 Reference: Page 2 of 3 Secretary Clerk Certificate - Public Internal Use - Confidential SECRETARY/CLERK CERTIFICATE I, ____________________________________________, do hereby certify that: (i) I am the duly elected, qualified, and acting __________________________________ (Clerk, Secretary, etc.) of , a public entity (the “Public Entity”). (ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature appearing opposite each such person’s name is his/her genuine signature: NAME OF AUTHORIZED SIGNATORY (cannot be Clerk/Secretary authenticating this certificate) TITLE OF AUTHORIZED SIGNATORY SIGNATURE OF AUTHORIZED SIGNATORY (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. (the “Agreement”) and any related Lease Schedules from time to time thereunder (the “Schedules”) between the Public Entity and Customer, or its assignee (collectively, “Lessor”), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called _____________ (regular or special) meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof held on the ______ day of ________________ by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith and authorizing the execution thereof has not been altered or rescinded by the Public Entity. (vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of Default, as defined in the Agreement, exists at the date hereof. (vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity. Page 221 of 404 Reference: Page 3 of 3 Secretary Clerk Certificate - Public Internal Use - Confidential (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: ________________________________________. Page 222 of 404 Pharos Financial Services Billing and Schedule Information Welcome to Pharos Financial Services (PFS). We look forward to establishing a long-lasting relationship with you and your team. To ensure your account is setup properly in our systems please provide the information below, working with your Accounts Payable team as needed. Once ready, return it to your PFS Sales Representative or send it to DFS_Customer_Setup@ Dell.com. If you have any questions about the form, contact your representative. Thank you. I. Preparing Your A/P System to Remit PFS Payments: Below is the most commonly requested information by our customers to assist them in setting up their systems to successfully remit PFS payments. If you require any other information, please contact your representative.ACH Instructions (preferred)Wire Transfer InstructionsPayee InformationJPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza New York, NY 10081 PFS Accounts Only ABA # 021000021 Account # 432217011 MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER C7; format should be ¿rst choice if it is an option Email remittance to USDFSCASHPAYMENTS@dell.com JPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza New York, NY 10081 PFS Accounts Only ABA # 021000021 Account # 432217011 MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER Email remittance to USDFSCASHPAYMENTS@dell.com JPM Swift Code for international wires only: CHASUS33 Pharos Financial Services, L.P., Payment Processing Center Federal Tax ID# 04-3652033 PO Box 6549 Carol Stream, IL 60197-6549 II. Your Company Information: Company Name: Physical Address (primary location): City, State, ZIP: Federal Tax ID: III. Schedules: Name of recipient(s) to receive monthly schedules for reconciliation: Attention: Email Address: Name of individual(s) that will sign schedules this individual should be named as an authorized signatory on the Incumbency or Secretary Clerk Certi¿cate Attention: Title: Telephone Number: Email Address: Would you prefer to sign your documents electronically via Echosign? Yes No (not available to Public entities) Do any of the following criteria need to appear on your schedule?* Cost Center Equipment Type Equipment Location PO Number *Invoices will follow the format of the schedule and include a breakout of the items above if requested. IV. Purchase Orders: Your PO should be issued to Pharos Financial Services L.P. If you are unable to issue purchase orders to PFS please specify how the PO will be issued: Do you utilize blanket PO’s? Yes No Do you use a diႇerent PO for payment versus procurement" <es 1o Is PO ful¿llment required for scheduling" <es 1o PFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements, please contact your PFS Sales representative. Is board approval necessary? Yes No If yes, when are meetings held? Fiscal Year is from to Page 223 of 404 VIII. Additional Tax Information: Sales/Use Tax Exemption: Please provide your ta[ e[emption or direct pay certi¿cate to both P)S and the product vendor. Certi¿cates intended for Leases should be issued to Pharos )inancial Services, L.P. and those for Loans should be issued to the product vendor. Where required, sales/use taxes will be assessed and invoiced to PFS by the vendor. Note: If ta[ e[empt, a valid 7a[ ([emption or Direct Pay Certi¿cate must be provided for each state in which the products are located. 7a[ E[empt &erti¿cate 5eTXirementV • Address to Pharos Financial Services L.P. • Should coincide with the date the schedule is signed ‡ List a description of the items computer hardwaresoftware is generally suႈcient • Signed by an authorized employee/owner 7he IollowinJ are not acceptaEle IormV oI 7a[ E[emption &erti¿cateV ‡ I5S letter declaring the company as a nonpro¿t 0C entity • CA letter exempting a company from Franchise and Income Tax • W-9 form ‡ State registration certi¿cates 0ississippi is the only state that accepts the I5S letter as an acceptable e[emption certi¿cate Business Personal Property Tax: 7angible business personal property is ta[able in most states. In general, the de¿nition of 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. VI. Invoice Preferences (choose one from each category): Note: the typical invoice processing time is 30 days. If you require more time, please contact your PFS Sales Representative. Invoice Options: Contract Level (one invoice per contract)Consolidated (one invoice for all contracts that have the same due date) Invoice Format: Detail (asset level) Summary Delivery Format: Paper (USPS) PDF (paper copy is not mailed) Electronic CSV (converted to Excel) 3rd Party Invoicing Tool, Ariba/SAP (enter tool name): Do you need separate invoices for miscellaneous billings? Yes No Do you require a PO number on the invoice to process payment? Yes No V. Invoicing/Billing Contact Information: Accounts Payable (AP) Contact Name: Does this billing address match the primary location above? Yes (If yes, please skip and proceed to Invoice Preference) No AP Address: City, State, ZIP: County: AP Email Address:AP Direct Telephone Number: (mail $ddress for PD) or (lectronic Invoices if diႇerent than $P contact  VII. Taxes and Fees: Is your company/entity tax exempt? Yes No If not e[empt, do you intend to ¿nance upfront ta[ if applicable on the schedules contracts "<es 1o Personal Property Tax (PPT): Rebill Annually Monthly Property Management Fee California (nvironmental )ee Do you intend to ¿nance the California (nvironmental )ee, if applicable"<es 1o Do you intend to ¿nance shipping by adding shipping costs for the products to your schedule"<es 1o We appreciate for taking the time to provide the information above. Our goal is to provide a seamless schedule and invoice delivery. Thank you for choosing Pharos Financial Services. Page 224 of 404 Dell - Restricted - Confidential Pharos Financial Services Lease Schedules Fair Market Value Software DATE Page 225 of 404 Reference: Page 1 of 2 Master Lease Schedule FMV - Public TRUE LEASE SCHEDULE NO. MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN PHAROS FINANCIAL SERVICES L.P. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date** See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit “A”. **The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. TRUE LEASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. TRUE LEASE: The parties intend for this lease to constitute a true lease of Products under the UCC and all applicable laws. If this Lease is determined to be a lease intended as security, in no event shall Lessee be obligated to pay any time price balance differential in excess of the maximum amount permitted by applicable law (as specified herein or the state where the Products are located, whichever law permits the greater amount). In the event Lessor shall receive anything of value under a Lease that is deemed interest which would exceed the maximum amount of interest allowed under the law, the excess amount shall be applied to the reduction of the unpaid time price balance or shall be refunded to Lessee. In order to reduce the unpaid time price balance, any amount deemed interest shall, to the fullest extent permitted by applicable law, be amortized and spread uniformly throughout the Lease Term." 2. END OF LEASE OPTIONS. (a) Provided that no Event of Default has occurred and is continuing, and at least 90 days but no more than 180 days prior to the expiration of the Primary Term (the "Expiration Date"), Lessee will give irrevocable written notice to Lessor of its intention to either: (i) purchase all of the Products at the Fair Market Value (as defined below); (ii) renew the Lease Term for a minimum of six (6) months at a rate and for a term agreed upon by both parties; or (iii) return all of the Products in accordance with the Agreement. Page 226 of 404 Reference: Page 2 of 2 Master Lease Schedule FMV - Public (b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. The Fair Market Value purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the Expiration Date and, upon Lessee's request, and within ten (10) days after receipt of Lessee's notice, Lessor shall appoint a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally. (c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule and the Agreement shall remain in full force and effect. (d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to- month basis at the Rent in effect on the Expiration Date (prorated on a monthly basis if the Payment Period was other than monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30 days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior sentence. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time if necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit “A”. "Lessee" By: Name: Title: Date: PHAROS FINANCIAL SERVICES L.P. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL PARTNER “Lessor” By: Name: Title: Date: Page 227 of 404 Reference: Page 1 of 3 Master Lease Schedule Software Only MASTER LEASE AGREEMENT SCHEDULE NO. (SOFTWARE AND/OR SERVICES ONLY FINANCING SCHEDULE) THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. AND ANY AMENDMENTS, IF APPLICABLE, ("Agreement") DATED BETWEEN PHAROS FINANCIAL SERVICES L.P. ("Lessor") AND ("Lessee"). If the entity named on this Schedule is not the Lessee named under the Agreement, then such entity, if an affiliate of Lessee approved in writing in advance by Lessor, shall be deemed the Lessee under this Schedule. Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit “A” attached to and made a part hereof. PRODUCT SELLER: Product Description Product Location Lessee Purchase Order No. Rent* Primary Term (Mos.) Commencement Date** See Exhibit 'A' See Exhibit 'A' Total Product Acquisition Cost: Rent is payable: in Interest Rate: Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit “A”. **The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms stated in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. NATURE OF SCHEDULE: Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement providing for the repayment of a lease purchase in the amount of the Lessor's Basis (as defined below) made by Lessor to Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments of principal and interest on such lease purchase. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND/OR SERVICES: The Products covered by this Schedule consist exclusively of the Software and/or services identified on Exhibit A; that Lessee hereby acknowledges have been delivered, installed, and accepted by Lessee. Lessee and Lessor agree that (i) any language in the Agreement pertaining to Lessor's ownership of the Products and (ii) the following sections of the Agreement shall not apply to this Schedule: 7 (Return); 9 (Alterations); 13(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of any Products that would violate the underlying license, service or similar agreement); and, 16 (Ownership; Liens and Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5 Page 228 of 404 Reference: Page 2 of 3 Master Lease Schedule Software Only (Licensed Materials); 11 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability; Finance Lease); 15 (Indemnification); and, 21(i) (Limit on Interest Charges). This Schedule shall terminate upon the expiration of the Primary Term without extension or renewal; provided, however, that such termination of the Schedule shall not effect obligations of Lessee accruing prior to the termination. ADDITIONAL PROVISIONS: For purposes of this Schedule, the “Lessor's Basis” shall consist of the following amounts: (i) the Total Product Acquisition Cost set forth above; plus (ii) all other amounts that become due and owing under this Schedule that are not included in the amounts paid to Lessor pursuant to clause (i). As security for Lessee's obligations hereunder, Lessee grants Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products (including with respect to any Software or services, Lessee's right to use the Software and right to obtain the services) and all proceeds thereof (including without limitation any refunds with respect to the Software and services financed under this Schedule (each a “Refund”) that are received by Lessee or that Lessee has a right to receive), free and clear of all security interests, liens or encumbrances whatsoever. Upon Lessor's written instructions after an Event of Default with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software and obtaining the services, (b) deinstall and delete all copies of the Software from any computer systems owned or controlled by Lessee or used for Lessee's benefit, and (c) provide Lessor with a certificate signed by an authorized representative of Lessee attesting to such cessation of use and services, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Seller, Lessee authorizes Lessor to deliver a copy of this Schedule to the Seller as evidence of Lessee's consent to Lessor's collection and receipt of the Refund directly; provided, however, nothing herein shall obligate Lessor to pursue Lessee's Refund rights (if any do exist) or modify, excuse or limit Lessee's obligations pursuant to this Schedule that Lessee acknowledges and agrees are absolute and unconditional. Lessor shall apply any Refund actually received by Lessor against the next scheduled Rent payment(s) and all other amounts owed under this Schedule. Lessee agrees that it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, notwithstanding anything in the Agreement to the contrary, the Stipulated Loss Value that Lessee may be required to pay Lessor upon an Event of Default under this Schedule shall equal the total sum of the then remaining payments due and unpaid under this Schedule for the Primary Term discounted at the lesser of (x) the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of this Schedule and (y) the interest rate set forth above. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a “Document”) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit “A”. Page 229 of 404 Reference: Page 3 of 3 Master Lease Schedule Software Only EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. {Lessee Name} “Lessee” BY: NAME: TITLE: DATE: PHAROS FINANCIAL SERVICES L.P. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL PARTNER “Lessor” BY: NAME: TITLE: DATE: Page 230 of 404 Reference: Page 1 of 1 Validity Opinion Letter - Public Internal Use - Confidential SAMPLE VALIDITY OPINION LETTER TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Ladies and Gentlemen: We are counsel to (the "Lessee") and, in that capacity, we have examined Master Lease Agreement No. , dated as of , and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the "Lessor"). Based on our examination of the Agreement and such other examinations as we have deemed appropriate, we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of ___________________________ and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by ________________________*, ________________________ of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of ___________________________; (h) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee, will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. Page 231 of 404 Title Page Lenovo (United States) Inc. Response to the National Cooperative Purchasing Alliance c/o Region 14 Education Service Center RFP # 45-22: Technology Solutions, Products, and Services November 17, 2022 Steven Franco Account Executive 432-269-9996 sfranco@lenovo.com Attachment 2 Page 232 of 404 Lenovo (United States) Inc.  2 Cover Letter Lenovo.com 8001 Development Drive Morrisville, NC 27560 November 17, 2022 National Cooperative Purchasing Alliance c/o Region 14 Education Service Center P.O. Box 701273 Houston, TX 77270 Re: Lenovo (United States) Inc. Response to RFP # 45-22: Technology Solutions, Products, and Services Dear Selection Committee, Lenovo knows that smarter technology can help organizations transform how they operate, the services they deliver, and how they collaborate and interact with citizens and communities. Ultimately, it’s about connecting people, priorities, and technology in important ways. Lenovo’s broad product portfolio, deep expertise, and relentless focus on innovation makes us the ideal partner for this important work. Thank you for the opportunity to offer what Lenovo believes is an exciting technology solution to meet National Cooperative Purchasing Alliance’s (NCPA’s) requirements. We are confident that our deep public sector expertise and dedication to our partnership with you will ensure a successful technology decision and contribute to improved agency outcomes. Our proposal outlines a few of our many commitments to the continued success of your organization. Unparalleled Technology Leadership As the world’s leading PC company, Lenovo enjoys a record market share of 24.8 percent, per Gartner’s Market Share Analysis (Q2 2022). Our leadership position is built on a solid, award-winning product portfolio that stretches from mobile endpoints to high-performance, hyperconverged data center productivity, and includes a broad selection of accessories to maximize IT dollars. We combine our breakthrough hardware innovation with a full ecosystem of service and solutions partners to give our customers streamlined answers for their technology challenges. Experienced Government Agency Partner Our commitment to the public sector runs deep. We have invested in dedicated federal, state, and local government account teams, and created a dedicated center of excellence for contracts and procurement. Lenovo delivers unprecedented reliability and unbeatable mobility to over 900 state and local agencies across America. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy. Unbeatable Product Quality, Durability, and Innovation Because workstyles are more demanding than ever, we offer the broadest portfolio of MIL-SPEC-tested products and subject our machines to even more stringent examinations internally. Lenovo is committed to continuously improving the quality and value of our products and solutions. Page 233 of 404 Lenovo (United States) Inc.  3 Secure from the Inside Out We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical agency functions. U.S. Investments In addition to the investments in our Morrisville, North Carolina headquarters, Lenovo maintains both its enterprise campus and its U.S. fulfillment center in North Carolina. This results in 6,800+ employees and an annual economic impact of $1 billion for North Carolina. Lenovo purchases $10 billion in goods and services from U.S. companies annually. Lenovo’s commitment to providing meaningful, end-to-end technology solutions has made us the world’s top technology partner in the public sector market. Should you have any questions or require additional information, please reach out to the Lenovo team at your convenience. Sincerely, Darren Estridge Executive Director Page 234 of 404 Lenovo (United States) Inc.  4 Table of Contents Title Page ......................................................................................... 1 Cover Letter ..................................................................................... 2 Table of Contents ............................................................................ 4 Tab 1 – Master Agreement/Signature Form ................................... 5 Master Agreement ‒ General Terms and Conditions .................................. 5 Process ...................................................................................................... 10 Evaluation Criteria ..................................................................................... 13 Signature Form .......................................................................................... 14 Tab 2 – NCPA Administration Agreement .....................................15 Acknowledgment of Contractor Requirements .......................................... 17 Tab 3 – Vendor Questionnaire .......................................................18 Tab 4 – Vendor Profile ....................................................................22 Tab 5 – Products and Services/Scope ..........................................30 Products .................................................................................................... 31 Services ..................................................................................................... 33 Financial Services Offerings ...................................................................... 35 Tab 6 – References .........................................................................37 Tab 7 – Pricing ................................................................................41 Tab 8 – Value Added Products and Services ................................43 Tab 9 – Required Documents ........................................................46 Federal Required Signatures .................................................................... 48 Antitrust Certification Statements Texas Government Code § 2155.005 . 49 Appendix A: Lenovo Customer Agreement ..................................50 Page 235 of 404 Lenovo (United States) Inc.  5 Tab 1 – Master Agreement/Signature Form Master Agreement ‒ General Terms and Conditions Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. Lenovo concurs. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Lenovo concurs. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor. Lenovo concurs with the understanding that such renewals will be based upon the mutual agreement of the parties. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. Lenovo concurs. Shipments (if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. Lenovo understands and will comply. Lenovo takes our commitments to customers very seriously and will establish and implement processes for NCPA to ensure that product delivery and installation timeframes are met. Our Lenovo Direct Fulfillment goal is to offer NCPA our best-of-breed products, aggressively priced, with a fulfillment model customized to your unique requirements. In the US, Lenovo should be able to ship standard topseller products within 7 business days, and standard and forecasted custom products within 4 to 6 weeks from receipt by Lenovo of a valid purchase order. If the ship date extends beyond these time Page 236 of 404 Lenovo (United States) Inc.  6 frames, Lenovo will communicate with the customer the revised ship date as information becomes available. This order fulfillment objective does not apply to initial orders for custom models. When Lenovo creates a custom model based on unique requirements, these models are subject to a “First Off Test” (FOT) which is a process to ensure that the newly created custom model is technically valid, properly manufactured, and has a functional configuration. Standard shipping is assumed, and premium shipping is available upon request for an additional fee. Lenovo will be pleased to meet with NCPA and discuss solutions to meet your specific delivery requirements. Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Lenovo concurs. Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. Lenovo concurs. Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. Lenovo concurs. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Lenovo concurs for hardware and software products. For Lenovo services, the pricing contained herein is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the services, and any applicable taxes. Page 237 of 404 Lenovo (United States) Inc.  7 Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Lenovo’s Limited Warranty Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service. Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. Warranty Parts Process for Lenovo Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date. A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system. This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system. Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements. Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part. Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage. Life Expectancy Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle. Page 238 of 404 Lenovo (United States) Inc.  8 Returns Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned. Safety Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. Lenovo concurs. Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor. Lenovo concurs. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. Please note, Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing the purchase of Lenovo’s products and services by the Consortium. Lenovo's proposed patent and copyright protection and IP infringement protection is located in Section 16 of the Agreement. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. Franchise Tax The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. To the best of our knowledge and belief, Lenovo is not currently delinquent in the payment of any Texas franchise taxes. Supplemental Agreements The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Lenovo concurs. Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any Page 239 of 404 Lenovo (United States) Inc.  9 modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. Lenovo concurs with the clarification that notification shall be in accordance with the terms and conditions of the applicable policy provisions. Legal Obligations It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Lenovo concurs that it will comply with all local, state, and federal laws applicable to Lenovo as a provider of information technology products and services. Protest A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name, address and telephone number of protester • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. Lenovo understands. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Lenovo concurs. Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor Page 240 of 404 Lenovo (United States) Inc.  10 the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Lenovo does not believe that any prevailing wage laws would be applicable to Lenovo’s provision of products and services under any contract resulting from this solicitation. Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Lenovo is in general agreement with the termination rights provided for above, with the understanding that Lenovo would be reimbursed for any products and services Lenovo delivers through the date of termination, as well as any reimbursable expenses Lenovo incurs. Lenovo would also seek reimbursement of any applicable adjustment or termination charges and for expenses Lenovo incurs as a result of such termination (which Lenovo will take reasonable steps to mitigate), all in accordance with the provisions of the Lenovo Customer Agreement which can be found in Appendix A: Lenovo Customer Agreement on page 50. Open Records Policy Because Region 14 ESC is a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Lenovo understands. Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. Lenovo concurs. Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. Lenovo understands. Page 241 of 404 Lenovo (United States) Inc.  11 Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to five (5) additional one-year terms or any combination of time equally not more than 5 years. It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. Lenovo understands. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. Lenovo understands. Price Increases Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved. Lenovo understands. Products and Services Additions New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP. Lenovo concurs. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. Lenovo understands. Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible. Lenovo understands. Estimated Quantities While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $400 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. Lenovo understands. Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the Page 242 of 404 Lenovo (United States) Inc.  12 lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. Lenovo understands. Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract. Lenovo understands; however, Lenovo’s offer to contract with Region 14 ESC is based upon Lenovo’s response to the solicitation and Lenovo’s modifications, exceptions, and clarifications thereto. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed. Clarifications/Discussions Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices. Lenovo understands. Multiple Awards Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. Lenovo understands. Past Performance Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and Page 243 of 404 Lenovo (United States) Inc.  13 cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer. Lenovo understands. Evaluation Criteria Pricing (40 points) Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. • Vendor’s ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance • Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards. References and Experience (20 points) • A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years • Respondent Reputation in marketplace • Past Experience working with public sector. • Exhibited understanding of cooperative purchasing Value Added Products/Services Description, (8 points) • Additional Products/Services related to the scope of RFP • Marketing and Training • Minority and Women Business Enterprise (MWBE) and (HUB) Participation • Customer Service Technology for Supporting the Program (7 points) • Electronic on-line catalog, order entry use by and suitability for the entity’s needs • Quality of vendor’s on-line resources for NCPA members. • Specifications and features offered by respondent’s products and/or services Lenovo understands NCPA’s evaluation criteria. Page 244 of 404 Lenovo (United States) Inc.  14 Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted as clarified in writing in Lenovo’s response. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Lenovo (United States) Inc._____ Company Name 8001 Development Drive _______ Address Morrisville, NC 27560__________ City State Zip 855-253-6686________________ n/a_________________________ Telephone Number Fax Number destridge@lenovo.com _________________________________________ Email Address Darren Estridge _____________ Executive Director______________ Printed Name Position _____________________________ Authorized Signature Page 245 of 404 Lenovo (United States) Inc.  15 Tab 2 – NCPA Administration Agreement Lenovo Response: Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. This Administration Agreement is made as of _________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and _________________________________ (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Technology Solutions, Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions • The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this December 1, 2022 December 1, 2022 Lenovo (United States) Inc Page 246 of 404 Lenovo (United States) Inc.  16 Administration Agreement except as expressly changed or modified by this Administration Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. • Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, remarketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. • With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. • Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the Page 247 of 404 Lenovo (United States) Inc.  17 termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ____________ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit. Acknowledgment of Contractor Requirements National Cooperative Purchasing Alliance Organization Vendor Name Name Name Title Title Address Address Address Address Signature Signature Date Date Lenovo (United States) Inc. Darren Estridge Executive Director Lenovo Government 8001 Development Drive Morrisville, NC 27560 12/5/2022 Matthew Mackel Director, Business Development PO Box 701273 Houston, TX 77270 December 1, 2022 Page 248 of 404 Lenovo (United States) Inc.  18 Tab 3 – Vendor Questionnaire Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. Locations Covered • Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies. All 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Illinois Montana Rhode Island Alaska Indiana Nebraska South Carolina Arizona Iowa Nevada South Dakota Arkansas Kansas New Hampshire Tennessee California Massachusetts New Jersey Texas Colorado Michigan New Mexico Utah Connecticut Minnesota New York Vermont Delaware Mississippi North Carolina Virginia D.C. Missouri North Dakota Washington Florida Kentucky Ohio West Virginia Georgia Louisiana Oklahoma Wisconsin Hawaii Maine Oregon Wyoming Idaho Maryland Pennsylvania All U.S. Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) American Samoa Northern Marina Island Federated States of Micrones Puerto Rico Guam U.S. Virgin Islands Midway Islands All Canada Provinces and Territories (Selecting this box is equal to checking all boxes below) Alberta Prince Edward Island British Columbia Quebec Manitoba Saskatchewan New Brunswick Northwest Territories Newfoundland and Labrador Nunavut Nova Scotia Yukon Ontario If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain. Yes Maybe No If an opportunity arises, Lenovo could possibly assist. However, currency requirements and trade agreements may impact how we pursue an opportunity. Page 249 of 404 Lenovo (United States) Inc.  19 If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers? Yes Maybe No Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. Minority/Women Business Enterprise Respondent Certifies that this firm a Minority / Women Business Enterprise Historically Underutilized Business Respondent Certifies that this firm is a Historically Underutilized Business Lenovo Response: Neither category above applies to Lenovo. Small Business, MWBE and HUB Growth If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe. N/A, we are a recognized small, MWEB or HUB organization No, we do not have any programs in place. Yes, we have programs in place. Residency Responding Company’s principal place of business is in the city of Morrisville, State of North Carolina. Felony Conviction Notice Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached): A publicly held corporation; therefore, this reporting requirement is not applicable. Is not owned or operated by anyone who has been convicted of a felony. Is owned or operated by the following individual(s) who has/have been convicted of a felony Distribution Channel Which best describes your company’s position in the distribution channel: Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________ Processing Contact Information Contact Person Steven Franco Title Account Executive Company Lenovo (United States) Inc. Address 8001 Development Drive City/State/Zip Morrisville, NC 27560 Phone 432-269-9996 Email sfranco@lenovo.com Page 250 of 404 Lenovo (United States) Inc.  20 Pricing Information In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. Yes No Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. Yes No Page 251 of 404 Lenovo (United States) Inc.  21 Page 252 of 404 Lenovo (United States) Inc.  22 Tab 4 – Vendor Profile Please provide the following information about your company: Company’s official registered name. Lenovo (United States) Inc. Brief history of your company, including the year it was established. Lenovo (HKSE: 992) (ADR: LNVGY) is a US$70 billion revenue global technology powerhouse, ranked #172 in the Fortune Global 500, employing 75,000 people around the world, and serving customers every day in 180 markets. Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC player by expanding into new growth areas of infrastructure, mobile, solutions, and services. This transformation together with Lenovo’s world-changing innovation is building a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere. While the Lenovo brand came into existence in 2004, the company has a much longer history. From our founding in 1984 through our acquisition of IBM’s award-winning Think® lines of PCs and laptops in 2005 and the IBM System X in 2014 to our partnerships with more than 900 US state and local agencies today, our focus has yielded one of the industry’s most diverse cultures — serving more than 1 billion customers around the world. Lenovo (United States) Inc. is the U.S.-based entity within the global Lenovo corporate structure that offers intelligent devices for government, education, business, and consumer customers. Lenovo has become one of the world’s largest manufacturers offering a wide portfolio of connected products, including PCs (ThinkPad, Yoga, Lenovo Legion), tablets, workstations, augmented and virtual reality (AR/VR) devices, and smart home/office solutions. Lenovo (United States) Inc. headquarters are in Morrisville, NC, along with one of our key global research centers. To find out more, visit www.lenovo.com and read about the latest news via our StoryHub. Company’s Dun & Bradstreet (D&B) number. Lenovo’s D&B number is 52-2449153. Page 253 of 404 Lenovo (United States) Inc.  23 Company’s organizational chart of those individuals that would be involved in the contract. Corporate office location. • List the number of sales and services offices for states being bid in solicitation. • List the names of key contacts at each with title, address, phone and e-mail address. Lenovo team members for the NCPA contract are based out of our US headquarters or in a home office, which is not listed due to privacy reasons. Telephone and email contact information for key team members are listed below. Lenovo (United States) Inc. Headquarters 8001 Development Drive Morrisville, NC 27560 (855) 253-6686 www.lenovo.com/us/en Key Lenovo Contacts Contact Information Lance Couch, Contract Manager +1 (281) 712-2155 lcouch@lenovo.com Melissa Autrey Freeman, Senior Contract Analyst +1 (919) 294-0609 mautrey@lenovo.com Steven Franco, Account Executive +1 (432) 269-9996 sfranco@lenovo.com Christy D’Onofrio, Inside Sales Representative +1 (919) 874-3537 cdonofrio@lenovo.com Chuck Boorman, Director Business Development +1 (512) 657-5220 cboorman@lenovo.com Define your standard terms of payment. Lenovo’s standard payment terms and net 30. Who is your competition in the marketplace? Lenovo has a large product portfolio and competition varies by product line. However, our largest competitors include Dell, HP, Samsung, Microsoft, and Apple. Page 254 of 404 Lenovo (United States) Inc.  24 What differentiates your company from competitors? Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC manufacturer by expanding into new growth areas of infrastructure, mobile, solutions, and services. Working with our customers, we strive to build a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere. History of Innovation Lenovo’s commitment to innovation differentiates our products. By designing, engineering, and building the world’s most complete portfolio of smart devices and infrastructure, we are leading an Intelligent Transformation – the idea of people improving their lives through the use of transformative technology – to create better experiences and opportunities for millions of customers around the world. Since our inception, Lenovo has won hundreds of technology and design awards for our innovative products – including more than 33,000 active patents globally – and introduced many industry firsts, including the world’s first foldable PC, first 2-in-1 convertible laptop, and first 5G smartphone. Also, we have committed to doubling our R&D investment by fiscal year 23/24 from the fiscal year 20/21 level and are adding 12,000 R&D professionals globally. Commitment to Sustainability and Social Responsibility After exceeding our 2020 emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. Lenovo has reported on sustainability topics since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. In addition to the net-zero vision, Lenovo has committed to positively impacting 15 million lives through philanthropic programs and partnerships by 2025. Our philanthropic arm, the Lenovo Foundation, provides smarter technology for all by empowering underrepresented communities with access to technology and STEM education. We also continue to promote diversity, equity, and inclusion. Lenovo was listed in Bloomberg Gender-Equality Index again in Page 255 of 404 Lenovo (United States) Inc.  25 2022. We are one of the leaders in our industry with over 36% female representation in our workforce. Also, Lenovo won 24 best employer and best workplace awards last year, including the World’s Most Admired Companies by Fortune magazine. Trusted, Award-winning Global Supply Chain Lenovo has once again been named in the Gartner Global Supply Chain Top 25 listing for 2022, rising seven places to rank #9. This recognition highlights Lenovo’s leadership as a purpose-driven organization as well as the operational excellence of our global supply chain. Lenovo’s supply chain has always been a core strength, from managing logistics and our relationships with component suppliers and partners to our unique global hybrid manufacturing footprint of 35+ factories around the world that together see five devices shipped every second to customers. Lenovo’s strong supply chain has been a key factor in our ability to stay flexible and resilient in the face of industry challenges in the last few years and to respond customers’ needs more effectively. Describe how your company will market this contract if awarded. Lenovo has held a contract with NCPA since 2015 and will continue to create awareness of the contract and its contents among potential users of the contract. Our marketing plan will include: • Email announcement of contract award to current Lenovo North American public sector customers and potential customers • Social media announcements to promote the Lenovo and NCPA relationship – Announcement (upon award) via Lenovo social media outlets including LinkedIn, Twitter, Facebook, and Instagram – Lenovo YouTube Channel video explaining benefits and offerings of NCPA • Creation of contract-specific marketing flyer for distribution to Lenovo public sector customers • Ongoing contract awareness/education via telephone and email with public sector customers at all levels (e.g., executives, buyers, and end users) • Multiple contract references/mentions in various North American customer information sessions, including webinars and road shows specific to public sector customers • Ongoing contract awareness/education with our business partners to develop co-marketing opportunities specific to NCPA customer channels Describe how you intend to introduce NCPA to your company. Lenovo has successfully leveraged our contract with NCPA since 2015 and continually hosts training for our team members about the contract as well as new member on-boarding training. We will continue to emphasize our contract with NCPA to Lenovo sellers through the following: • Email notification to Lenovo public sector sales executives in each North American region covered with intent to cascade to all Lenovo public sector sellers • Several internal informational/orientation webcasts/conference calls for extended Lenovo North American sales teams • Announcement of award on Lenovo's social media outlets LinkedIn, Twitter, Facebook, and Instagram Describe your firm’s capabilities and functionality of your on-line catalog / ordering website. Lenovo can create a web portal designed specifically for our direct accounts. Each portal offers a range of products, services, tools, and support chosen specifically to meet your requirements including: • Personalization − Customer welcome page and customized order authorization levels • Solution selection − Customized product catalogue, specific prices, products that can be browsed by category with comparison capability, fast path to the most-frequently purchased solutions • Order direct and tracking in real time − Shipping and pay preferences in local currency, order tracking online Page 256 of 404 Lenovo (United States) Inc.  26 • Ease of use − Interactive help to choose options, contacts associated with account, self-service support tools Lenovo will provide a 24/7 online ordering portal specifically for NCPA purchases. The selected standard configurations will be displayed prominently on the home page and will also offer customization of internal components on non-image models. In addition to NCPA standards, Lenovo portal users will have access to Lenovo's full product catalog − or any subset thereof as designated by the customer − at negotiated pricing. The Lenovo web portal supports credit card, procurement card, and net 30 purchase methods, and may be limited to one or two methods as needed. The Lenovo web portal allows users to create and place orders, quotes, and save carts for future use. It also provides a link to our order history tool called Order Visibility Portal (OVP). The OVP tool provides comprehensive order information, customizable searches, and downloads. OVP users can create, save, and repeat custom reports, and can also schedule delivery of this information on a repeat basis. In addition to NPCA’s procurement website, Lenovo offers a 24/7 Technical Support website (support.lenovo.com/en_US/) that provides drivers, updates, how-to guides, technical help, and more. Users can check whether the product is in or out of warranty as well as the warranty expiration date (pcsupport.lenovo.com/us/en/warrantylookup#/) and view the most up-to-date product information. These support tools are easily accessed through the customized NCPA web portal. Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) NCPA can count on Lenovo to provide superior, 24/7/365 Help Desk support through our award-winning call centers. Spread across geographies and time zones, Lenovo’s 19 call centers give customers seamless coverage to support our customers wherever they are. The call center supporting the North American market is in Atlanta, Georgia. The latest telephony technology integrated with call routing and call management applications help to ensure shorter wait times for customers and provides customer call history information to support specialists with each call. Advanced technological links allow the routing of call center calls, transparently to the customer, to provide coverage during emergency situations or natural disasters. For example, when a US call center closed during a hurricane, calls were routed to Canada with no interruption in support to our customers. Once an end user places a call to the call center, the caller routed to the appropriate call center agent. This is where initial problem determination and remote diagnostics begin. If the problem is not resolved remotely or via the shipment of a self-service customer replaceable unit (CRU) at this stage, the agent will determine if the unit is eligible for repair or service (e.g., depot/repair center, carry-in, on-site). When the warranty involves on-site service, the agent will electronically dispatch a field service technician to the site. Our objective is to have the technician on-site based on the response objectives by location. The specialist will arrive with the right skills and training, the right parts, and an action plan to resolve the problem. Lenovo call centers can be reached via our website (https://support.lenovo.com/us/en) or via telephone (1-855-253-6686 #1). Green Initiatives (if applicable) • As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and Page 257 of 404 Lenovo (United States) Inc.  27 much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. Lenovo has reported on our sustainability efforts since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. After exceeding our 2020 greenhouse gas (GHG) emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. We continually seek new ways to reduce harmful GHG emissions across all of our business activities, including those of our suppliers and customers. Our commitment to climate change and a low-carbon economy can be seen through: • Approach – To minimize our carbon footprint, we follow a structured approach. This includes a climate and energy policy, climate change strategy, and key objectives and targets to meet. • Operations – As well as driving energy and cost savings, our operational initiatives help us to meet our climate change goals. • Performance – We have been reporting on our GHG emissions performance for over 10 years. By continuing to measure, analyze, and disclose our efforts, we strive to make a real difference each year. • Supply Chain – As a responsible corporate citizen, we monitor sustainability programs across our full supply chain. This includes targets to reduce GHG emissions and minimize environmental impacts. As an approximate percentage of production spend: For the third consecutive year, Lenovo has been recognized as one of the 2022 world’s 100 most sustainable companies by Corporate Knights. The Corporate Knights annual ESG-focused rankings evaluated over 7,000 global businesses which generate more than US$1 billion in revenue. Companies are evaluated based on 23 key performance indicators covering resource management, employee management, financial management, clean revenue, clean investment, and supplier performance. Product Development Lenovo has integrated green initiatives into all development operations. Every product development team has an environmentally conscious products focal point and environmental requirements as part of Lenovo’s environmental management system, to which all product development must comply. We actively manage our response to ongoing energy-related regulatory activities such as updates to emerging protocols and regulations, and industry-related standards, including: • ENERGY STAR® program specifications • U.S. Department of Energy (DOE) Appliance and Equipment Standards • California Appliance Efficiency Program requirements • China CEL and CECP Standards • EU Ecodesign (ErP) requirements Page 258 of 404 Lenovo (United States) Inc.  28 In 2020, we used nearly 6 million kilograms of recycled plastics in our products, including approximately 4 million kilograms of closed-loop post-consumer recycled content across a portfolio of 103 products. Looking toward the future, we will continue to integrate sustainable materials and transition to a circular economy. By 2025, we are aiming for the following: • 100 percent of PC products will contain post-consumer recycled content materials. • 100 percent of smartphone products and accessories will be free of PVC and BFR. • 90 percent of PC products plastic packaging and 60 percent of smartphone packaging will be made from recycled materials. • We will have enabled the recycling and reuse of 363 million kilograms of end-of-life products and use 136 million kilograms of post-consumer recycled content plastics in our products. Greener, Lighter Packaging Over a decade ago, Lenovo began using 100% recycled and recyclable packaging material. Instead of using polystyrene packaging, we now encourage the use of molded pulp, fiber, and low- density polyethylene (LDPE). In 2018, we began implementing the use of an innovative, bio-based packaging made from bamboo and sugar cane fiber. The material is not only 100 percent biodegradable, but also lighter than previous packaging and its strength characteristics enable design improvements that reduce overall package size. This new packaging was used to ship memory cards and one of our ThinkPad models. With lighter packaging materials and package weight, the result was 6.7 percent less transportation CO2 emissions. We are, therefore, looking to expand the use of this bamboo and sugar cane fiber packaging innovation. A number of our other green packaging initiatives include the following: • With 100% recycled thermoformed cushions, our PCs can now be stacked closer together and require less packaging material, helping to minimize shipping costs. • Many of our notebook product lines now use 100% post-consumer molded fiber (or paper pulp) packaging, which can be readily recycled in municipal waste streams. • All Think product primary carton boxes contain a minimum of 50% post-consumer fiber content and are required to use the maximum available post-consumer material. • 98% of ThinkPad products now use recycled cushioning material, with the printing on boxes done via flexography with water-based, non-toxic, RoHS compliant inks. • The high recycled content foam we use for server packaging contains a minimum of 65% recycled resin content. • We are also working with suppliers to reuse packaging used for shipping between our suppliers and Lenovo factories. Anti-Discrimination Policy (if applicable) • Describe your organizations’ anti-discrimination policy. Maintaining a diverse culture and achieving its full potential is fundamental to the Lenovo’s competitive success. A key element in our workforce diversity programs is the commitment to equal employment opportunity and to prohibit discrimination, harassment, and similarly inappropriate behavior in the workplace. Lenovo’s policy and Code of Conduct commits to providing a work environment free of discrimination and harassment based on race, color, gender, religion, age, nationality, social or ethnic origin, sexual orientation, gender identity or expression, marital status, pregnancy, disability, or veteran status. Company policy prohibits management from making employment decisions based on such characteristics. These business activities and the design and administration of Lenovo’s benefit plans Page 259 of 404 Lenovo (United States) Inc.  29 must comply with all applicable laws. For qualified employees with disabilities, we will make reasonable accommodations needed for effective job performance in a manner that complies with applicable laws. Diversity and inclusion have been the building blocks of Lenovo’s history and are among our greatest strengths. Our diverse team of people and locations enables collaboration and sharing across borders and encourages us to adopt the best practices in the markets it serves. Lenovo is bringing awareness about inclusion to all its leaders and employees in a variety of ways, including global anti-harassment training to ensure a workplace free of harassment. This year, we are conducting a global campaign with 100 percent target completion rate for global anti-harassment training. We understand that a diverse business model starts at the top. Lenovo’s leaders throughout the world hold a deep commitment to these values that fuel long-term growth. We believe that a global workforce should reflect the global customers that it serves, and this begins with leadership that is representative of the various cultures and ethnicities that comprise our internal talent. Vendor Certifications (if applicable) • Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service. Lenovo maintains the necessary business licenses in the various jurisdictions in which we operate globally, including all states and provinces located in the United States and Canada. Our corporate tax identification numbers are 52-2449153 (US) and 85480-7039 RT0001 (Canada). Lenovo is not classified as a small or disadvantaged business. Lenovo also maintains the necessary licenses and certifications related to Lenovo's manufacturing operations. For example, Lenovo has achieved certifications such as ISO 14001:2015 (environmental), ISO 50001:2018 (energy management), ISO 45001:2018 (occupational health and safety), and ISO 9001:2015 (quality management systems). We are happy to provide additional details upon request. Page 260 of 404 Lenovo (United States) Inc.  30 Tab 5 – Products and Services/Scope Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products • Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction • Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Lenovo’s Limited Warranty Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service. Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. Warranty Parts Process for Lenovo Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date. A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system. This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system. Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements. Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part. Page 261 of 404 Lenovo (United States) Inc.  31 Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage. Life Expectancy Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle. Returns Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned. The following is a list of suggested (but not limited to) Technology Solutions, Products and Services categories. List all categories along with manufacturer that you are responding with: Products Products Manufacturers Laptops / Notebooks / 2-in-1s Lenovo and Durabook Tablets Lenovo Desktop Computers Lenovo Workstations – Fixed and Mobile Lenovo Gaming Devices Lenovo Chromebooks – Education and Enterprise Lenovo Servers High Performance Computing Data Storage / Drives Converged Infrastructure Hyper Converged Infrastructure Cloud Products Software Lenovo and third-party partners Security Solutions Lenovo and third-party partners Data Protection HW / SW Lenovo and third-party partners Networking Internet of Things (IOT) Lenovo and third-party partners Sensors & Edge Devices Lenovo and third-party partners Printers & Accessories Third-party partners Digital Imaging – Cameras / Scanner Third-party partners Keyboard / Mice / Input Devices Lenovo and third-party partners Memory / System Components Lenovo and third-party partners Page 262 of 404 Lenovo (United States) Inc.  32 Displays / Large Format Displays / Interactive Flat Panels Lenovo and third-party partners Spare Parts Lenovo Accessories / Cables Lenovo Battery Back-up / Power / Surge Protectors Third-party partners Sound / Multimedia Lenovo and third-party partners Telecommunications Products Motorola Video – Monitors / Cards / Projector Lenovo and third-party partners Interactive Whiteboards Commercial-Off-the-Shelf (COTS) Software Lenovo and third-party partners Software-as-a-Service (SaaS) Lenovo and third-party partners Infrastructure-as-a-service (IaaS) Platform-as-a-Service (PaaS) Software Licensing and Maintenance Agreements Lenovo and third-party partners Subscription Based Software Licenses Lenovo and third-party partners Software Related Services Lenovo and third-party partners Lenovo manufacturers a wide range of hardware to meet the entirety of the requirements for government and education customers. We offer various form factors of desktops, towers, small form factors and tiny, and in our notebooks as well, clamshell, 2-in-1 (Yoga), detachable and foldable. We also offer both AMD and Intel options throughout the portfolio. The list below is not exhaustive but represents our core hardware offerings. Laptops X Series – X1 Carbon, X1 Extreme, X1 Nano, X1 Yoga, X1 Titanium Yoga, X1 Fold 16, X13, X13s, and X13 Yoga T Series – T14, T14s, T16, T15p, T15g L Series – L13, L13 Yoga, L14, L15 E Series – E14, E15 C Series – C14 ThinkBook – 13s, 13x, 14, 14p, 15, 16, 16p Legion Mobile Thin Clients Chromebooks – 10e, 11e, 14e, 14w, 100e, 300e, 500e Laptop Workstations P Series – P17, P14s, P15, P15s, P15v, P1 Page 263 of 404 Lenovo (United States) Inc.  33 Desktops M Series Tower – M90t, M80t, M70t, M75t M Series Small Form Factor – M75s, M70s, M80s, M90s M Series Tiny – M75q, M70q, M80q, M90q M Series Nano – M75 IoT M Series All in One – M90a, M70a Tiny-in-One – TIO 22”, TIO 24”, TIO 27” IoT Smart Edge, Nano IoT and EPC300 Legion, Legion Cube Thin Client Desktop Workstations P Series – P360 Tower/Ultra/Tiny, P520, P520c, P620, P720, P920, P920 Rack Tablets X12 Detachable Android – Tab M8 HD, Smart Tab M8 HD, Tab M10 FHD Plus, Smart Tab M10 FHD Plus w/Google, Smart Tab M10 FHD Plus w/Alexa, Yoga Smart Tab s10 w/Google, P11 Pro Smartphones Motorola has a 90-year history of innovation…from the first cellular phone to the first 5G device. As the #3 smartphone manufacturer in North America and a business group within the Lenovo corporate structure, Motorola has steadily grown by being the dominant consumer-centric smartphone manufacturer – solving consumer pain points through innovation to create unparalleled value. Motorola’s portfolio consists of products that have the longest battery life, best cellular performance, enterprise grade security with ThinkShield for Mobile, and durability to protect the devices against everyday spills and splashes. Motorola offers three product families to meet every need: • Moto G, “Designed for What Matters” – This value family brings aspirational innovation at assessable price points. Premium features such as a stylus, triple cameras, and large displays are available with the Moto G portfolio. • Edge, “Expanding Possibilities” – This innovative line is comprised of expert mobile craftsmanship that drives what’s next with features such as Ready For, the fastest 5G, and the best in entertainment and imaging experiences. The Edge family is all about performance, style, and technology. • Razr, “Redefining Boundaries” – The iconic Razr provides all the conveniences of a modern smartphone in the most compact foldable form factor – a design focused innovation. The Razr is a true industry disruptor and has the largest external display to easily access all your content. Services Services Manufacturers Deployment & Installation Lenovo Professional Services Lenovo Consulting Services Lenovo Security Services Lenovo Business Continuity / Business Resiliency Lenovo Disaster Recovery Lenovo VMware Professional Services Lenovo Page 264 of 404 Lenovo (United States) Inc.  34 Microsoft Professional Services Lenovo AWS Product and Services Lenovo Application Services – End User Lenovo Application Services – Data Center Lenovo Residencies Lenovo Managed Services – End User Lenovo Managed Services – Data Center Lenovo Education & Training Lenovo Telecommunications Lenovo Product Configurations Lenovo Product Support Lenovo Warranty Lenovo Asset Lifecycle Management Lenovo Asset Recovery Lenovo Lenovo Services has a wide array of offerings available to help organizations plan, manage, and support their Lenovo hardware. From initial strategic planning to configuration, deployment, security, and more – Lenovo has services and solutions to help companies embrace new workplace technologies. Planning Services – Planning services include strategy, assessment, and personal consultation to define the “who, what, where, when, and why” for how an organization can integrate Lenovo solutions. Lenovo experts work closely with your team to carefully examine and plot out how services will be deployed across the organization’s technology footprint, and how Lenovo can help the organization achieve its business goals. Examples include: • Lenovo Whiteboard Sessions • Windows Transition Services Configuration Services – Configuration services shift the expensive and labor-intensive deskside functions from in-house IT teams to highly skilled Lenovo technicians. These services make sure devices are ready for use when they arrive at your customer’s organization. Configuration services reduce operational costs, minimize downtime, and quickly get employees productive with their new PCs. Examples include: • Custom Imaging Services – Includes Image Verification, Image Design/Build, Smart Image Services, Image Management, First-Boot Services, and Custom BIOS • Ready-to-Provision (RTP) Services – Includes RTP Release Control and RTP Plus • Asset Tagging • Laser Etching • Custom Carton Labels • Microsoft Autopilot Registration • Drop-in-the-Box documentation Deployment Services – When devices arrive at your location, there are many complex and time- consuming tasks for IT to perform for employees to actually begin using their new PCs with the apps and security the company requires. Lenovo’s Deployment Services shift this burden from internal IT teams to Lenovo technicians. Examples include: • Chrome OS Zero-Touch Enrollment • Custom Fulfillment Services • Advanced Deployment Services Page 265 of 404 Lenovo (United States) Inc.  35 • Lenovo Cloud Provisioning and Recovery • Modern IT Kits Support and Protection Services – Lenovo’s rich portfolio of support and protection services give customers the technical support, backup, and repair services needed to keep devices performing at peak efficiency. This includes Lenovo ThinkShield for critical device security and protection from cybersecurity threats. Other examples include: • Warranty Extensions and Upgrades – Accidental Damage Protection – Sealed Battery Warranty – Keep-Your-Drive Service • Depot or Onsite Support Services • Premier Support • Legion Ultimate Support • Services Engagement Management • ThinkShield security solutions • Lenovo Device Intelligence Plus Managed Services – Lenovo Managed Services offer other valuable services for IT teams and a portfolio of Lenovo-developed and partner-developed software solutions, including on-site help desks, compliance monitoring and management, and inventory control. Other examples include: • Lenovo Project Management Office – Includes help desk augmentation/integration and desktop deployment services • Lenovo Solution Café, Smart Kiosk, Smart Vending, and Smart Lockers • Advanced Exchange Services • Staff Augmentation • Lenovo Device-as-a-Service (DaaS) Asset Recovery Services – Lenovo offers solutions for the environmentally friendly disposal of units while maximizing residual value and ensuring data security and environmental compliance. Examples include: • CO2 Offset • Asset Recycling • Value Recovery • Lenovo Genuine Parts Financial Services Offerings Financial Services Offerings Manufacturers Infrastructure-as-a-Service (IaaS) Lenovo Leasing for Public and Private/Commercial Entities with schedules included for: Lenovo • Fair Market Value Lease Lenovo • Purchase Option Lease Lenovo • Tax Exempt Lease Purchase Lease Lenovo • Flex Lease Purchase Lenovo • PC-as-a-Service Lenovo Page 266 of 404 Lenovo (United States) Inc.  36 • Software Schedule Lenovo Deferred Payments (Direct and Indirect Financing) Lenovo Payment Agreements Lenovo Usage Agreements Lenovo Lenovo offers a complete portfolio of IT solutions under our new TruScale “as-a-Service” umbrella. Lenovo TruScale Services simplify and optimize everything from hardware, software, and licensing to support and management, with one contract and one point of contact. TruScale consists of two primary building blocks – Infrastructure-as-a-Service and Device-as-a-Service; however, the entire Lenovo portfolio is available as-a-service from a single vendor. In addition, Lenovo Financial Services or LFS (www.lenovo.com/us/en/outletus/landingpage/lenovo- financial-services/) reinforces Lenovo’s commitment to deliver pioneering products and services recognized for their quality, excellence, and trustworthiness. We offer financing solutions and services that compliment your technology solution anywhere in the world. LFS is uniquely qualified to support and manage opportunities with customized and integrated processes. Additional benefits you may enjoy when financing with LFS include: • Ability to Bundle Costs – LFS offers the option to finance your entire IT solution including hardware, software, and business partner services into a single transaction and invoice. • Total Life-Cycle Management – We offer life-cycle management of your technology assets from acquisition to disposition allowing your organization to always have the most current technology at the lowest cost. • Protection Against Advancing Technology – Financing through LFS allows you to deploy the latest technological advances with minimal financial impact or risk. Depending upon the lease structure selected, you can add-on or upgrade during the term of the contract, or you can choose to return, extend, or purchase the assets at the end of the contact. • Lower Upfront Costs – Financing 100% of your purchase reduces deployment costs, providing your organization with an ability to acquire the IT assets you need today without impacting cash flow. In addition to preserving working capital and keeping credit lines intact, using an LFS procurement solution allows a quicker ROI. Finally, customers with large transactions (i.e., hundreds or thousands of assets) will benefit from LFS’ Premier Client Services. Each large account is assigned a servicing representative as a single point of contact for the lifetime of the relationship. Page 267 of 404 Lenovo (United States) Inc.  43 Tab 8 – Value Added Products and Services Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. Commitment to Public Sector Lenovo’s commitment to the public sector runs deep. Currently, Lenovo is supporting public sector customers in every state in the United States, with more than 1,700 government solution contracts. Lenovo is on the U.S. General Services Administration (GSA) Multiple Award Schedule (MAS) and has been a tested and proven supplier to federal, state, and local agencies across the country. We have invested in dedicated account teams focused on federal, state, and local government as well as teams that specialize in K-12 education and higher education. In addition, we have created a dedicated center of excellence (COE) for contracts and procurement to ensure a smooth working relationship with our public sector customers. Also, the COE team can help customers navigate national and state purchasing contracts, ensuring they remain compliant with local mandates. Lenovo’s long history of delivering quality products has made us the world’s #1 PC and tablet maker. We deliver unprecedented reliability and unbeatable mobility to over 900 state and local agencies across the US. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy. We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical government agency functions. White Glove Services (Primarily for Education) Effortlessly migrate and integrate new Chromebooks PCs. Lenovo’s “white glove” service comprises of planning, setup, and end-to-end management of custom rollouts and deployments, reducing cost and time to deploy. Pre-enrolled and activated in the Google console, new PCs integrate seamlessly into the organization’s existing environment, right out of the box. A Lenovo Services project manager works with the customer and service delivery teams to develop a jointly agreed to schedule of services, which likely will include the following tasks. 1. Receive system units and stage the equipment in a climate-controlled warehouse. 2. Unbox all systems and thoroughly inspect for any physical damages or blemishes. 3. Identify any system issues or DOA devices to Lenovo and/or customer. 4. Update the Chrome OS to the latest version. 5. Enroll the Chrome OS devices into customer’s Google Apps domain using an enrollment account that does not require admin privileges. 6. Perform wireless network configuration for customer’s network. 7. Repackage all equipment and then deliver to the final customer location based on the required and established schedule. White glove services for Windows devices are also available upon request. Page 268 of 404 Lenovo (United States) Inc.  44 Services to Solidify Security in our Supply Chain As the technology to serve remote workers is growing more sophisticated, so are the techniques to exploit it. Vulnerabilities in the supply chain can create opportunities for criminals to tamper with PCs, removing or replacing components and causing anything from device malfunctions to stolen or lost data. In this evolving threat landscape, Lenovo has partnered with Intel to provide Trusted Device Setup Services and Transparent Supply Chain Services to keep customers protected by sealing software at the point of manufacturing and bringing Lenovo security into the transport and delivery cycle. The Transparent Supply Chain Service expands device protection into transport and delivery, minimizing the risk of PC tampering throughout the supply chain. The Trusted Device Setup Service minimizes the risk of preload tampering (in transport or at the partner site). Trusted Device Setup takes place in the factory, whereas Transparent Supply Chain encompasses transportation. Together, these two services create a secure chain of ownership, enabling security from manufacturing through delivery. Sustainability Services All Around Lenovo strives to not only make great products but also offer services related to those products that make our customers’ decisions easier and better for the community. End-of-life services such as Asset Recovery Services give customers the peace of mind that their devices are recycled properly with certified data wiped drives and the ability to reclaim any residual value the device may hold. Along with our sustainability approach, we also offer CO2 Offset Services that will cover emissions not only during the manufacturing of the device but throughout the life of the device as well. Lenovo Whiteboard Sessions Lenovo works with customers to coordinate a whiteboard session led by a Lenovo Services technical specialist with the support of Lenovo’s Transition Services Team and the Image Technology Center. The session is designed to dive deep into a customer’s current PC lifecycle process with a full, end-to- end review of internal process flows and associated challenges, gaps, and goals. The intent of the deep-dive session is to understand an individual organization’s business objectives and how those impact future deployment solution needs. Lenovo’s whiteboard session summary provides a recommended future PC deployment solution based on an organization’s unique capabilities and infrastructure, along with Lenovo’s innovative configuration services, automation and cloud capabilities, and industry best practices. The Lenovo Services team documents a customer’s current and recommends future process workflows along with the benefits. A whiteboard session allows different parts of a customer’s organization to collaborate, learn about best practice solutions other customers are using, and discuss how those best practices can be used to create efficiencies in their own process. Creating and documenting this process reduces costs across the deployment, including an 80% reduction in deployment time, and transitions the customer to a user self-serve deployment process allowing their team to focus on other projects. After the session, Lenovo will provide a customized solution report that maps out the organization’s current imaging processes and deployment workflow, and also recommends deployment services to support an improved, highly efficient workflow leveraging automation with associated cost assumptions. ThinkShield Security ThinkShield is a custom solution that secures an organization’s most critical data and business technologies with comprehensive, end-to-end protection. From the moment we envision a new platform, we incorporate a security-by-design approach into the R&D process that extends to our supply chain to deliver on our vision of platform security. Lenovo ThinkShield solutions seamlessly integrate with our industry-leading Lenovo devices to improve user experience and operational efficacy while helping to minimize overall IT cost. With the rapid digital Page 269 of 404 Lenovo (United States) Inc.  45 transformation of the workplace, ThinkShield keeps customers protected from the evolving threat landscape with advanced, next-gen security capabilities so that your risks and response times are reduced. Our holistic approach to security starts with our platform security. Built-in ThinkShield security solutions come standard on Lenovo’s industry-leading Think-branded devices. These include such features as our self-healing bios or the Trusted Supplier program, a rigorous vetting process to ensure every supplier meets the highest standards of trust. Access to Testing and Demo Equipment Upon request, Lenovo will provide demo equipment for testing purposes that meet the needs of the organization. Also, Lenovo offers customers the opportunity to buy the demo equipment or return it to Lenovo when testing is complete. Page 270 of 404 Lenovo (United States) Inc.  46 Tab 9 – Required Documents Federal Funds Certifications The following clauses are deemed by Lenovo to not be applicable: • (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. • (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 Page 271 of 404 Lenovo (United States) Inc.  47 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. • (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 Lenovo takes exception to the following certification as Lenovo does not provide a blanket compliance statement as it relates to this provision. Requests to expressly state compliance with this provision shall be considered on a case-by-case basis. • 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. Clean Air and Water Act & Debarment Notice To the best of our knowledge and belief, Lenovo concurs. Contractors Requirements Lenovo concurs. Required Clauses for Federal Assistance by FTA The entire “Require Clauses for Federal Assistance Provided by FTA” section is deemed by Lenovo to not be applicable. Federal Required Signatures Please refer to page 48 for Lenovo’s completed Federal Required Signatures form. Antitrust Certification Statements Texas Government Code § 2155.005 Please refer to page 49 for Lenovo’s completed Antitrust Certification Statements Texas Government Code form. State Notice Addendum Lenovo concurs. Page 272 of 404 Lenovo (United States) Inc.  48 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. *Note: Lenovo certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above with the exceptions noted regarding clauses that do not apply to Lenovo and the Lenovo statement pertaining to the Buy America Provisions. Lenovo (United States) Inc._____ Offeror 8001 Development Drive _______ Address Morrisville, NC 27560__________ City State Zip ___________________________ Authorized Signature November 17, 2022____________ Date Page 273 of 404 Lenovo (United States) Inc.  49 Antitrust Certification Statements Texas Government Code § 2155.005 I affirm under penalty of perjury of the laws of the State of Texas that: (1) I 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. Lenovo (United States) Inc._____ Company Name 8001 Development Drive _______ Address Morrisville, NC 27560__________ City State Zip 855-253-6686________________ Telephone Number n/a_________________________ Fax Number destridge@lenovo.com _________ Email Address Darren Estridge _______________ Printed Name Executive Director_____________ Title ____________________________ Authorized Signature Page 274 of 404 Lenovo (United States) Inc.  50 Appendix A: Lenovo Customer Agreement This appendix includes a copy of the Lenovo Customer Agreement as referenced in our responses within Tab 1 and Tab 2. Page 275 of 404 COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Signature Page - Page 1 of 1 Lenovo Customer Agreement “Personal Computer” Parties This Lenovo Customer Agreement (this “Agreement”) is made by and between: 1. National Cooperative Purchasing Alliance (“Customer”) with an office at PO Box 701273, Houston, TX 77270, and 2. Lenovo (United States) Inc. (“Lenovo”) with an office at 8001 Development Dr., Morrisville, NC 27560. Customer and Lenovo may be referred to collectively as the “Parties” and each individually as a “Party”. Agreement Structure The following documents are incorporated into and form part of this Agreement: Attachment A: General Terms Attachment B: Pricing, Products, Services Descriptions and Contact Details Attachment C: Warranty Service Information (“Personal Computer”) This Agreement applies to all Products and Services ordered by Customer in accordance with its terms and conditions. Each Party accepts the terms of this Agreement by signing either by hand or, where permitted by law, electronically. Any reproduction of this Agreement, an Attachment or a Transaction Document made by reliable means, such as PDF using email, shall be considered an original. The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. After signing, please return a copy of this Agreement to the Lenovo address shown above. Accepted and agreed for and on behalf of: Accepted and agreed for and on behalf of: National Cooperative Purchasing Alliance Lenovo (United States), Inc. by: Authorized signature by: Authorized signature Signatory Name: (type or print) Signatory Name: (type or print) Signatory Title: Signatory Title: Signature Date: Signature Date: Page 276 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 1 of 11 ATTACHMENT A General Terms 1 Definitions In this Agreement, in addition to the various terms defined elsewhere in this Agreement, the following terms shall be interpreted as follows: 1.1 “Affiliate” means, with respect to any party, any entity that, during the Term, directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “controls” “controlled by,” and “under common control with” mean (i) the ownership, direct or indirect, of (a) more than fifty percent (>50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or (b) more than fifty percent (>50%) or such other controlling interest (as determined by applicable law) in the equity interests of any other type of legal entity (whether in the form of stock or otherwise), or (ii) status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity. 1.2 “Enterprise” means a Party, and any entity that is controlled by, controls, or is under common control or ownership with such Party, including its sister companies, parent, Affiliates or subsidiaries. 1.3 “Hardware Product” means a physical programmable electronic Lenovo-branded or Third Party-branded device designed to process data and perform logic operations, as well as any related device and may include, without limitation, a personal computer, a server, a storage device, and any related accessory and device. 1.4 “Lenovo Partners” means Lenovo and its Affiliates, and their subcontractors, assignees, relevant service providers, distributors and resellers. 1.5 “Machine” means a Lenovo-branded Hardware Product (to be identified by a “Machine Type”), as well as its features, conversions or upgrades. 1.6 “Machine Code” means all code provided for a Machine (including, without limitation, a Machine’s firmware and microcode), excluding code that is licensed under a license agreement other than the terms of this Agreement governing the use of Machine Code. The term “Machine Code” specifically includes any whole or partial copy of Machine Code, and any fix, patch, or replacement provided for Machine Code. The licensing of Machine Code is described in Section 8 “Licenses for Machine Code” of this Attachment A “General Terms” below. 1.7 “Materials” means literary works or other works of authorship, such as Programs and code, documentation, reports, and similar works that Lenovo may deliver to Customer as part of a Service, but excluding Programs, Machine Code, and other items available under their own license terms or agreements. 1.8 “Price” means, as applicable, the price payable for a Product or the charge payable for a Service. 1.9 “Product” means any Hardware Product or Program that Lenovo makes available for purchase by Customer under this Agreement. 1.10 “Program” means any Lenovo-branded or Third Party software, whether in object code or source code form, and whether pre-loaded or provided separately, which is licensed to Customer under a separate license agreement. The term “Program” also includes related licensed materials, such as documentation, but always excludes Machine Code. 1.11 “Service” means the performance of a task, the provision of advice or assistance, or access to a resource such as an information data base that Lenovo makes available to Customer under this Agreement. Unless otherwise agreed hereafter, terms and conditions relating to additional Services other than any warranty services shall be agreed subsequently and set forth in a separate Transaction Document. 1.12 “Third Party” means any legal entity or individual person which or who is not subject to the terms and conditions of this Agreement, and hence neither a Party nor an Affiliate of a Party. Page 277 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 2 of 11 1.13 “Transaction Document” means, strictly subject to Section 18.2 of this Attachment A “General Terms”, a separate subsequent document accepted by the Parties referencing this Agreement and which contains specific details and terms related to an individual transaction, such as a purchase order, service transaction, statement of work, supplement, product catalog, schedule, invoice, exhibit, change authorization, amendment or addendum and any applicable annex. One or more Transaction Documents may be associated with a single transaction. Each transaction under this Agreement constitutes a separate agreement, and is independent from other such transactions. 2 Orders, Acceptance and Delivery 2.1 Customer may place one or more orders, subject to acceptance by Lenovo, for any of the Products and Services agreed between the Parties under this Agreement, in particular as agreed in a Transaction Document or in an Attachment. Unless agreed otherwise, Customer accepts the terms in Transaction Documents by: (i) signing the relevant Transaction Document, by hand, or electronically or otherwise manifesting assent thereto; (ii) using the Product or Service, or allowing others to do so; or (iii) making any payment for a Product or Service. 2.2 Unless agreed otherwise by Lenovo, acceptance by Lenovo of any such order shall be subject to: (i) proof of Customer’s creditworthiness satisfactory to Lenovo; or (ii) Lenovo’s receipt of a payment guarantee from either Customer or another acceptable guarantor, in a form acceptable to Lenovo. 2.3 A Product or Service becomes subject to this Agreement when Lenovo accepts Customer’s order by: (i) signing a Transaction Document; (ii) sending Customer written acceptance of the order or billing Customer for the same; (iii) shipping the Product; or (iv) otherwise making the Product or Service available to Customer. Confirmation of Lenovo’s receipt of a Customer order does not constitute Lenovo’s acceptance of that Customer order. 2.4 Any Transaction Document will require written signature of both Parties, if requested by either Party. 2.5 Delivery dates and shipping dates are estimates, unless otherwise specifically agreed by Lenovo in a Transaction Document. 2.6 For any Program that Lenovo provides to Customer in tangible form, Lenovo fulfils its shipping and delivery obligations upon the delivery of the Program to the Lenovo-designated carrier, unless otherwise agreed to in writing by Customer and Lenovo. 3 Prices, Payment and Taxes 3.1 Prices and related costs for Products and Services shall be as set forth in Attachment B “Pricing, Products, Services Descriptions and Contact Details”, or as otherwise agreed by the Parties in a Transaction Document. No other discounts, quantity entitlements, or promotions apply unless expressly agreed in writing by Lenovo. 3.2 If not paid in advance of shipment or performance, all amounts due to Lenovo on Services and Products are due upon receipt and not later than thirty (30) days of Lenovo’s invoice issuance date. Any amounts not received by Lenovo within thirty (30) days of the invoice’s issuance date shall be overdue. In the event payment is not received by Lenovo on or before the 30th day after the date of the invoice, then Lenovo may, in addition to any other remedies available at equity or in law, at its option, elect to do any one or more of the following: (i) charge interest on the outstanding sum from the due date (both before and after any judgment) at 1.5% per month until paid in full (or, if less, the maximum amount permitted by applicable laws); (ii) suspend any further performance hereunder until such invoice is paid in full; (iii) terminate this Agreement; and/or sell any undelivered Products in the open market, in which event, Customer agrees to: (a) be liable for any difference between the resale price obtained by Lenovo and the price thereof, as well as for costs and expenses incurred by Lenovo in connection with such resale, and interest as provided herein; and (b) immediately pay such difference to Lenovo upon demand. If Customer fails to take delivery of any Product on any scheduled delivery date, Lenovo shall store such Product as Customer’s agent, and Customer shall be invoiced on the 1st day of each month following such scheduled delivery for reasonable administration and storage costs. Customer shall not have any right to offset any obligation of Lenovo to Customer against any obligation of Customer to Lenovo. Page 278 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 3 of 11 3.3 Each and every delivery of Products is separate, and Customer agrees not to withhold payment on any one delivery, including, without limitation, a partial delivery, because of a controversy relating to any other delivery or to any undelivered Products. In the event of delivery by installments, whether by prior agreement of the Parties or otherwise, delivery of one or more such installments shall not relieve Customer of its obligation to accept and pay for remaining installments. 3.4 Customer shall pay any applicable sales, use or similar taxes, fees or duties on Services and Products, unless Customer provides exemption documentation to Lenovo. Customer becomes responsible for taxes on (i) Hardware Products and Programs pre-loaded on Hardware Products from the date Lenovo has delivered them to the Lenovo-designated carrier for shipment to Customer, (ii) Programs from the date Lenovo has made them available or accessible to Customer, and (iii) Services from the date on which the Services are provided by Lenovo. Lenovo shall be solely responsible for paying all taxes on Lenovo’s net or gross income. 4 Title and Risk 4.1 When Customer orders any Hardware Product, Lenovo transfers title to Customer upon delivery of the Hardware Product at the Lenovo-designated carrier for shipment to Customer. Lenovo does not transfer title to any Program, which Program is solely licensed in accordance with its applicable terms and not sold. 4.2 For each Hardware Product supplied by it, Lenovo bears the risk of loss or damage up to the time it is delivered to the Lenovo-designated carrier for shipment to Customer. At no cost to Customer, each Hardware Product supplied by Lenovo will be covered by insurance, arranged, managed and paid for by Lenovo or one of its Affiliates for Customer, covering the period until the Hardware Product is delivered to Customer. For the avoidance of doubt, pursuant to Attachment B “Pricing, Products, Services Descriptions and Contact Details” Lenovo will bear freight and duty charges incurred in importing Hardware Products and delivering them to Customer, unless otherwise specifically agreed by Lenovo in a Transaction Document. 5 Warranties 5.1 Warranties for Lenovo Hardware Products: Lenovo warrants that each Lenovo-branded Hardware Product supplied under this Agreement is free from defects in materials and workmanship under normal use during the applicable warranty period. Unless Lenovo specifies otherwise, Lenovo’s warranties for any Lenovo Hardware Product apply only in the country where it was acquired. Unless otherwise specified in a Transaction Document, the warranty period shall commence on the invoice’s issuance date. During the warranty period, Lenovo shall provide repair and exchange service for the Lenovo Hardware Product, without charge, under the type of warranty service designated by Lenovo for the Hardware Product. If a defect in materials or workmanship is discovered during the warranty period and Lenovo is unable either: (i) to repair the Lenovo Hardware Product; or (ii) to replace it with one that is at least functionally equivalent, Customer may return the Lenovo Hardware Product to Lenovo for a pro-rated refund. Lenovo may change components or parts of a Lenovo Hardware Product without notice, provided that the substituted components or parts provide equal or better performance. Any such change shall be at no additional cost to Customer, and will not change Customer’s rights under the warranty applicable to the Lenovo Hardware Product. 5.2 Warranty for Third Party Hardware Products: Lenovo offers no warranty in respect of Third Party Products under this Agreement. Where the supplier or producer of any Third Party Product offers its own warranty, and to the extent that Lenovo is free to do so, Lenovo will upon request endeavor to transfer associated warranty service and other rights to Customer, subject always to the applicable Third Party’s terms and conditions. 5.3 Warranty for Services: Lenovo warrants that it will perform each Service using reasonable care and skill and according to its current description, including any completion criteria, contained in this Agreement or a relevant Attachment or Transaction Document. Customer shall provide timely written notice to Lenovo of any failure to comply with this warranty not later than thirty (30) days after completion of the Service at issue identifying the failure with reasonable particularity, in order that Lenovo may take corrective action as specified in the following sentence. Lenovo will either correct the failure or provide a credit of the charges paid to Lenovo for the defective portion of the Services. Such corrective action shall be Customer’s sole remedy for a breach of this Section 5.3 “Warranty for Services”. 5.4 Warranty for Programs: Lenovo does not offer any warranty in respect of Programs under this Agreement. See Section 6 “Programs” of this Attachment A “General Terms” for where to locate warranty terms for Programs, if any. Page 279 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 4 of 11 5.5 Specific Exclusions: The warranties in this Section 5 “Warranties” are made to and for the benefit solely of the specific buyer under this Agreement and are non-transferable. The warranties stated in this Section 5 “Warranties” shall not apply to any Lenovo Hardware Product: (i) that: (a) has been subjected to misuse, accident, unauthorized modification, improper installation, damage or mishandling, or rendered inoperable due to willful or negligent acts or omissions; (b) has been operated in an unsuitable physical or operating environment or contrary to the applicable documentation published by Lenovo; (c) has been subjected to natural disasters, power surges or discharge, or unauthorized maintenance; or (d) is incapable of being tested by Lenovo under its normal test conditions; or (ii) that is sold for beta, evaluation, testing or demonstration purposes. Lenovo shall not be liable under this Section 5 “Warranties” for claims arising from Customer’s, its Affiliates’ or their subcontractors’, or any unauthorized Third Party’s misuse, neglect, improper installation or testing, attempts to repair, or any other cause beyond the range of the intended use of the Lenovo Hardware Product. The Lenovo Hardware Product warranty will become void if a Hardware Product component is installed as an add-on to or replacement for the original Lenovo Hardware Product, without Lenovo’s prior written approval. Unless otherwise agreed or mandated by statute, such warranties shall not apply to: (1) any Third Party Hardware Product, including those that Lenovo may provide or integrate into a Lenovo Hardware Product at Customer’s request; or (2) any Program, whether provided with a Lenovo Hardware Product or installed subsequently. The warranties stated in this Section 5 “Warranties” also: (x) do not include any technical support, such as assistance with “how-to” questions and those regarding Lenovo Hardware Product set-up and installation; and (y) shall be voided by the removal or alteration of identification labels on a Lenovo Hardware Product or its parts. In no event shall the warranties stated in this Section 5 “Warranties” include any Lenovo responsibility for: (A) uninterrupted or error-free operation of any Product; (B) correction of any or all program or Program code defects; or (C) any loss of, or damage to, data caused by a Product. 5.6 General Exclusions: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH UNDER THIS SECTION 5 “WARRANTIES” ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WHICH LENOVO HEREBY EXPRESSLY DISCLAIMS. UNLESS OTHERWISE EXPRESSLY SPECIFIED, ALL SOFTWARE, MACHINE CODE, PROGRAMS, SERVICES, SUPPORT AND ALL THIRD PARTY PRODUCTS AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, AND LENOVO MAKES NO WARRANTY THAT ANY PRODUCT WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THIRD PARTY MANUFACTURERS, SUPPLIERS, DEVELOPERS, SERVICE PROVIDERS, LICENSORS OR PUBLISHERS MAY SEPARATELY PROVIDE THEIR OWN WARRANTIES TO CUSTOMER. 6 Programs Unless otherwise agreed in this Agreement, all terms and conditions for any Program purchased under this Agreement, whether Lenovo or Third Party branded, including but not limited to warranty terms, liability and the use of such Program will solely be governed by its own specific Lenovo or Third Party license terms, as separately provided to or agreed by Customer, as the case may be, before its actual use. In case, but to the extent only, of any conflict between any of the terms and conditions of this Agreement and those of the license agreement for any such Program, the latter will prevail solely as regards the Program. 7 Specified Image 7.1 The Parties may agree that Lenovo will install a specific “system image” consisting of a specified set of Customer-selected Programs and modules (a “Specified Image”) requested and provided by Customer onto a Lenovo Hardware Product supplied under this Agreement. 7.2 Unless specifically agreed otherwise in writing: (a) Lenovo will act as Customer’s agent when installing Specified Images; (b) Lenovo’s warranty and other Hardware Product-related obligations, including without limitation regarding technical performance, interoperability and Third Party rights compliance, shall be limited to Lenovo Hardware Products in their unmodified state; and (c) Lenovo shall only be liable to provide Hardware Product warranty service to Customer for any Lenovo Hardware Product on which a Specified Image is installed to the extent that the fault reported by Customer can be recreated on the Hardware Product in its standard, unmodified state. Any faults should be reported to Lenovo in writing by Customer not later than ninety (90) days following delivery of the Lenovo Hardware Product to Lenovo’s designated carrier, or the faults will be considered waived. Page 280 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 5 of 11 8 Licenses for Machine Code Customer acknowledges that each Machine contains Machine Code. Regardless of the source from which Customer acquires a Machine, the Machine Code shall be subject to the terms of the license agreement included with the relevant Machine. Customer’s use of Machine Code on a Machine is governed by the terms of the applicable Lenovo License Agreement which is available on or through Lenovo’s support website at https://support.lenovo.com/, or otherwise will be provided upon request. 9 Confidentiality 9.1 Any non-public information which is received under this Agreement by one Party from the other and which is clearly marked as “confidential” (“Confidential Information”) shall be (i) maintained in confidence during the term of this Agreement and for two (2) years following termination or expiration of this Agreement (or, if it is Confidential Information additionally marked as and comprising a “trade secret,” for so long as it remains a trade secret under applicable law), (ii) used only for the purpose of fulfilment of the receiving Party’s obligations under this Agreement, and (iii) protected during such periods against unauthorized disclosure by the receiving Party, except for the following permitted disclosures: (a) disclosure to the receiving Party’s Affiliates, employees and contractors with a business “need to know” for the exercise of the receiving Party’s rights or fulfilment of its obligations under this Agreement, provided that such further recipients are also obligated by the receiving Party to protect the Confidential Information to the same extent as the receiving Party under this Section 9 “Confidentiality” and (b) disclosure with the prior written consent of the disclosing Party. Further, the receiving Party is permitted to disclose any protected Confidential Information of the disclosing Party, to the extent required by law, on condition that in any such case the receiving Party promptly notifies the discloser (to the extent not prohibited by applicable law), to allow the disclosing Party a reasonable opportunity to seek a protective order. Confidential Information is provided with no warranty, and without liability as to its accuracy or completeness. Confidential Information disclosed to a third party, notwithstanding a valid consent provided under this Agreement or in the event of an unauthorized disclosure, remains Confidential Information under this Section 9 “Confidentiality”. The terms of this Agreement are the Confidential Information of Lenovo. 9.2 Information shall not be considered “Confidential Information” under this Section 9 “Confidentiality”, and the receiving Party is free to disclose it, if: (i) the information was already in the recipient’s possession without obligation of confidentiality at the time of its receipt from the receiving Party; (ii) the information was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party; (iii) the information was obtained from a third party without obligation of confidentiality to the disclosing Party; (iv) the information was or becomes publicly available through no breach of this Agreement by the receiving Party or its Affiliates, employees and contractors; or (v) the disclosing Party reveals the information to a third party without imposing an obligation of confidentiality on the third party. 9.3 The terms of this Section 9 “Confidentiality” supersede and replace the terms of any confidentiality or non- disclosure agreement entered into by and between the Parties prior to the Effective Date (an “NDA”), provided however that any such NDA shall remain effective in accordance with its terms with respect to any confidential information disclosed under it by the Parties prior to the Effective Date. 10 Personal Information 10.1 Lenovo will collect, access, retain and, as appropriate, share (collectively “Process”) the names and contact information of Customer, as well as machine types and serial numbers of the Products sold to Customer (collectively “Personal Information”). This Personal Information will be Processed by Lenovo in order to perform the obligations of this Agreement, including contractual warranties. 10.2 Lenovo will Process Personal Information of Customer consistent with its general website and product privacy statements available at https://www.lenovo.com/us/en/privacy/ and/or, as applicable, privacy statements designed for a specific Lenovo Product or Service. 10.3 To perform its obligations pursuant to this Agreement in relation to the Products and Services, Lenovo may transfer Personal Information (i) from any country to any other country in the world where Lenovo and its Enterprise operate, and (ii) to Lenovo’s Enterprise and Lenovo Service Providers acting on Lenovo’s behalf in relation to this Agreement and/or the Products or Services. Page 281 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 6 of 11 10.4 Lenovo and Customer will comply with all data privacy or data protection laws applicable to their Processing of Personal Information pursuant to this Agreement. 10.5 Lenovo and Customer will have appropriate technical and organizational security measures in place to protect Personal Information from unauthorized access, use, or release. 10.6 If Customer accesses any Personal Information directly from a Lenovo order visibility platform or other data system, Customer (i) shall have in place appropriate administrative, physical, and technical controls to address threats to the confidentiality and security of Lenovo’s platform or data system and associated information and (ii) shall not transfer across international borders any Personal Information it receives from Lenovo without Lenovo’s express prior written consent. 10.7 Lenovo and Customer agree to cooperate as needed to address any actual or suspected Personal Information incident that may occur within the scope of this Agreement, including actual or suspected breaches of Personal Information, and to take any necessary steps to investigate, address, remediate and/or mitigate such incidents. 10.8 Furthermore, Lenovo and Customer agree to appropriately respond to any individual’s requests to review, correct, amend or delete his or her Personal Information Processed within the scope of this Agreement. 11 Additional Customer Responsibilities 11.1 As may be reasonably required by Lenovo, Customer shall provide Lenovo with sufficient and safe access (including remote access authorized by Customer) to Customer’s facilities, systems, information, personnel, and resources, all at no charge to Lenovo. Lenovo shall not be responsible for any delay in performing or failure to perform caused by Customer’s delay in providing such access or performing other Customer responsibilities under this Agreement. 11.2 If Customer is making any facilities, software, hardware or other resources available to Lenovo in connection with this Agreement: (i) Customer shall obtain any Third Party approvals, consents, licenses or permissions related to these resources that may be necessary for Lenovo, or its Affiliates, and/or Lenovo Partners to perform the Services; (ii) Lenovo shall be relieved of any obligation that is adversely affected by Customer’s failure promptly to obtain any of the foregoing; and (iii) Customer shall reimburse Lenovo for any costs and other amounts that Lenovo may incur related to Customer’s failure to obtain any of the foregoing. 11.3 Customer will at all times remain responsible for: (i) the implementation and management of its own data backup and recovery arrangements for any data stored on Customer’s Hardware Products. 11.4 Unless otherwise agreed in an Attachment or a Transaction Document, Customer is responsible for: (i) any data, and the content of any database stored on the Hardware Products or that it makes available to Lenovo in connection with this Agreement; and (ii) the selection and implementation of procedures and controls regarding access to its data, and the security, encryption, protection from unauthorized use, and transmission of data. Lenovo’s responsibilities regarding any such data or database, including any obligations related to data subjects’ rights or the confidentiality and security of the data, will be governed by the specific Transaction Document applicable to the particular Service transactions, which are subject to the provision of Section 17 “Limitation of Liability” of this Attachment A “General Terms” and other terms and conditions of this Agreement. 12 Returns If for any reason, whether based on applicable law or on a specific contractual provision under this Agreement, Customer is entitled to return a Hardware Product to Lenovo, Customer is responsible, before returning the Hardware Product for: (i) resetting the system to its original factory settings as provided by Lenovo to Customer; (ii) ensuring that such Hardware Product is entirely free of any Customer or Third Party security interest or deposit; and (iii) securely erasing any Customer or Third Party personal and other data stored on the Hardware Product. If Customer fails to do so, Lenovo shall be entitled to erase all such stored data. Lenovo is not responsible to maintain any program or other data stored in or on any returned Hardware Product and shall not be liable for any such data. Lenovo may operate disposal procedures according to Lenovo defined processes and in accordance with applicable laws. In any event, Customer shall not return any Hardware Products to Lenovo unless Customer has obtained a returned goods authorization from Lenovo for the applicable Hardware Products, and otherwise complies with the return policy of Lenovo then in effect. Page 282 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 7 of 11 Customer may return a new, standard Product that is still in its sealed, unopened package, to Lenovo for any reason within twenty-one (21) days of the date of invoice for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Partial refunds or credits for Products that are not standard; or Products configured to Customer’s requirements, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customers. In order to receive a credit or refund, Customer must contact its Lenovo Customer Support Representative to obtain a return-authorization form. Customer must return the new Product, including all documentation and accessories, intact and in its unopened original packaging to the location and by the date specified by Lenovo. A copy of the invoice, the return-authorization form, and the shipping label must accompany the returned Product. Shipping and handling charges will not be refunded or credited to Customer. Products returned without a Lenovo return-authorization form, or returned after the date specified by Lenovo, may be subject to a restocking fee in the amount of fifteen percent (15%) of the price paid. Customer agrees to pay the restocking fee if charged by Lenovo. A refund or credit is not available for the return of Products which are not generally available to customers and for which Lenovo created a unique machine type model (MTM) or a part number. Returns of Products shipped as a result of a Lenovo error will be accepted by Lenovo. Lenovo will initiate a return of such Products with appropriate documentation at no charge to Customer if Lenovo is notified of the error within twenty one (21) days of the date of the invoice. If Customer acquired a software Product separate from a hardware Product, and paid a software license fee, but does not agree to the terms of the license, Customer may return the software Product within twenty one (21) days of the date of invoice and receive a refund or credit in the amount of the fee. 13 Export Regulations Any use, export, re-export, or transfer in-country, either directly or indirectly, of Products and technical data supplied by Lenovo under this Agreement is subject to applicable export laws and regulations, including without limitation those of the United States and the European Union. Customer is responsible for compliance with all applicable export laws and regulations when using, exporting, re-exporting, or transferring in-country, directly or indirectly, any such Product or technical data. Customer shall defend, indemnify and hold Lenovo and its Affiliates harmless from any claim, damage, liability or expense (including but not limited to reasonable attorneys’ fees, costs of investigation, and costs of defense) arising out of or in connection with any violation of this Section 13 “Export Regulations”. This Agreement shall immediately terminate in the event Customer is listed as a restricted party on any sanctions list including, but not limited to, the United Nations Sanctions List, United States Treasury Department’s Office of Foreign Asset Control Specially Designated National List; and the United States Department of Commerce’s Denied Parties List, Entity List, or Unverified List. Lenovo shall have no further obligations under this Agreement until Customer is no longer designated a restricted party. 14 Force Majeure Except for payment obligations, neither Party shall be liable to the other for any failure or delay in the performance of its obligations, to the extent such failure or delay is caused by: fire, flood, earthquakes, or other elements of nature; acts of war; terrorism, riots, strikes, labor stoppages, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond its reasonable control. 15 Intellectual Property Rights 15.1 Lenovo and its suppliers retain ownership of all their pre-existing intellectual property as well as intellectual property rights that were developed outside of this Agreement and any modifications or enhancements of such intellectual property that may be made under this Agreement. To the extent they are embedded in any Materials, such intellectual property is licensed in accordance with their separate licenses provided to or agreed with Customer. 15.2 Lenovo and its suppliers shall own all intellectual property rights in Materials created as part of a Services transaction. Lenovo grants Customer an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform and distribute copies of these Materials only to Customer’s Affiliates. Page 283 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 8 of 11 15.3 Each Party agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this Section 15 “Intellectual Property Rights”. 15.4 Each Party grants the other only the licenses and rights expressly specified in this Agreement. Unless agreed by the Parties in a separate license agreement, no other licenses or rights to Products (including licenses or rights under any patent, copyright, trademark or any other intellectual property right) are granted either directly, by implication, or otherwise by either Party. 15.5 The rights and licenses granted to Customer under this Agreement may be terminated by Lenovo if Customer fails to fulfil its applicable payment obligations. 15.6 Unless otherwise agreed, neither Party grants the other the right to use its or any of its Affiliates’ trademarks, trade names, logos or other designations in any promotion or publication without prior written consent. 16 Intellectual Property Indemnification 16.1 If a Third Party files a lawsuit against Customer claiming that a Lenovo-branded Product infringes that party’s patents or copyrights (hereinafter referred to as a “Claim”) for the purposes of this Section 16 “Intellectual Property Indemnification”, Lenovo will indemnify Customer against that Claim at Lenovo’s expense. At Lenovo’s option, Lenovo may also defend Customer against that Claim at Lenovo’s expense. 16.2 Lenovo’s obligations under this Section are conditioned on the following: (1) Customer promptly notifies Lenovo in writing of the Claim; (2) if Lenovo elects to defend, Lenovo will solely control the conduct of the defense and any settlement of the Claim and Customer must fully and timely cooperate with Lenovo and provide Lenovo with all reasonably requested authority, information and assistance in connection with defense of the Claim; and (3) Customer is and remains in compliance with the terms of this Agreement, including Customer's obligations under this Section 16 “Intellectual Property Indemnification”. Lenovo will not be responsible for any costs, expenses or compromise incurred or made by Customer without Lenovo’s prior written consent. 16.3 If such a Claim is made or appears likely to be made, and Customer maintains an inventory of Products, Customer shall permit Lenovo, in Lenovo’s sole discretion, to: (1) enable Customer to continue to use and sell the Products; (2) modify the Products so that they are non-infringing; (3) replace the Products with non- infringing, functionally-equivalent products; or (4) provide a credit to Customer equal to the net book value of any Products that Customer promptly returns to Lenovo at its written request. 16.4 Lenovo shall have no obligation regarding any Claim based on: (1) anything Customer or a Third Party on Customer's behalf provides which is incorporated into, or combined with a Product; (2) modification of a Product by Customer or a Third Party on Customer's behalf; (3) the combination, operation, or use of a Product with any products not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; (4) Lenovo’s compliance with Customer’s specifications or requirements; or (5) infringement by a Third Party product alone and used by Customer, as opposed to its combination with Products; or (6) any standard essential patent ((1) through (6) are collectively the “Customer Obligations”). Customer will defend and indemnify Lenovo for all costs and damages arising from infringement claims against Lenovo based upon the Customer Obligations provided that (a) Lenovo promptly notifies Customer in writing of such claim; (b) Customer will solely control the conduct of the defense and any settlement of such claim and Lenovo must fully and timely cooperate with Customer and provide Customer with all reasonably requested authority, information and assistance in connection with defense of the claim; and (c) no settlement of such claim shall be made without Lenovo’s prior written consent if the settlement would result in a payment from Lenovo or in any ongoing obligation or restriction on Lenovo or a Product. 16.5 The foregoing is Lenovo’s entire obligation to Customer, and Customer’s exclusive remedy, regarding any Claim. 17 Limitation of Liability 17.1 Except as expressly stated in this Agreement, neither Enterprise shall be liable to the other Enterprise for any of the following even if informed of their possibility or foreseeable and whether the claim arises in contract, tort (including gross negligence where legally permissible), or otherwise: (1) third-party claims for damages; (2) Page 284 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 9 of 11 loss of, or damage to, data; (3) special, incidental, indirect, punitive, exemplary or consequential damages; (4) loss of profits, business, revenue, goodwill or anticipated savings; (5) loss of use; or (6) wasted management time. 17.2 The maximum cumulative liability of either Enterprise to the other Enterprise for all actions arising out of or related to this Agreement and all orders issued hereunder, regardless of the form of the action or the theory of recovery, shall be limited to actual direct damages, not to exceed the total amount paid or payable by Customer and the Enterprise of which it is a part to Lenovo and the Enterprise of which it is a part for all orders issued under this Agreement. 17.3 The provisions of Sections 17.1 and 17.2 of this Attachment A “General Terms” shall also limit the liability of Lenovo, its subcontractors, suppliers and program developers, collectively, to Customer and the Enterprise of which it is a part. 17.4 The provisions of Sections 17.1 and 17.2 of this Attachment A “General Terms” shall not apply to either Party’s obligations under Sections 16 “Intellectual Property Indemnification” of this Attachment A “General Terms”. 17.5 The provisions of this Section 17 “Limitation of Liability” shall not apply to the extent prevented or restricted by mandatory applicable law (including without limitation in relation to fraud) that cannot be amended or excluded by contractual waiver. 18 Entire Agreement and Conflicts 18.1 This Agreement, including the Attachments described on the cover page, any Transaction Documents hereunder, and any other referenced terms and conditions incorporated herein form the entire Agreement of the Parties with respect to the subject-matter of this Agreement, and together replace any prior or contemporaneous agreements, understandings, communications, representations, undertakings, warranties, promises, covenants, and commitments, whether oral or written, between the Parties regarding the subject- matter of this Agreement. 18.2 Unless otherwise agreed herein or otherwise, additional or different terms, Product descriptions, statements of work or similar Transaction Documents shall only become part of this Agreement if agreed in a signed written document executed by the Parties, in particular where the provisions of this Agreement are incorporated or referenced. Additional or different terms in any other written communication without the written consent of Lenovo, such as on a purchase order, are void. 18.3 In the event, but only to the extent, of any conflict between the provisions of this Agreement, and those of any of its Attachments or any other document incorporated into this Agreement, the following order of precedence shall apply: (1) any subsequent Transaction Document created under, and referring to, this Agreement shall prevail as to the specific Products or Services referenced therein; provided that, to the extent there is any conflict among Transaction Documents, the most recently executed Transaction Document will prevail over any other previously executed Transaction Documents; (2) any Attachment to this Agreement; (3) these General Terms. 19 Term and Termination 19.1 The term of this Agreement shall begin on xx/xx/xxxx Date and continue for three (3) years with option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor. 19.2 Either Party may terminate this Agreement early without cause upon thirty (30) days’ prior written notice to the other Party. Either Party may terminate this Agreement early if the other Party, materially breaches the terms of this Agreement; provided the Party alleged not to be in compliance is given written notice of the non- compliance and not less than thirty (30) days to cure, except in the event of a non-payment in which case only Page 285 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 10 of 11 ten (10) days to cure shall be required. Any transaction validly initiated under this Agreement shall remain governed by the terms and conditions of this Agreement until completion, notwithstanding any early termination of this Agreement, unless otherwise agreed by the Parties in writing. 19.3 Any terms of this Agreement which expressly or by their nature survive the expiration or termination of this Agreement, including but not limited to Section 15 “Intellectual Property Rights” and Section 17 “Limitation of Liability” of this Attachment A “General Terms”, shall survive the expiration or termination of this Agreement. 20 Assignment Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. Neither Party shall unreasonably withhold, condition or delay such consent. The assignment of this Agreement, in whole or in part by either Party to any of its Affiliates, or to a successor organization by merger or acquisition, does not require the consent of the other Party unless the proposed assignee of Customer is a competitor of Lenovo. Lenovo may assign its rights to receive payments under this Agreement without Customer’s consent. 21 Governing Law and Venue This Agreement and all orders issued hereunder will be governed under the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Agreement more than two (2) years after the cause of action arose. 22 Miscellaneous 22.1 The Parties shall endeavor in good faith to amicably resolve any dispute arising out of or in connection with this Agreement and will cooperate to escalate any disputes to their management teams, as appropriate. 22.2 Customer may not bring an action arising out of or related to this Agreement more than one (1) year after the cause of action arose. The rights and obligations of each Party are valid only in the jurisdiction in which the transaction is performed or, if Lenovo agrees, where the Product is placed in productive use, except that all licenses are valid as specifically granted. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. 22.3 Unless otherwise agreed in writing in advance by Lenovo under a Transaction Document, Products are sold under this Agreement for Customer’s own use and not for onward resale, lease or rental, other than to an Affiliate of Customer. If Customer sells, leases or rents Products or Services purchased from Lenovo in competition with Lenovo resellers, Lenovo may terminate this Agreement and any open transactions hereunder with immediate effect and discontinue further sales to Customer. 22.4 Notices and other written communications are to be sent to the physical, e-mail or facsimile address specified in an applicable Attachment or Transaction Document. Electronic mail can be used to send and receive communications in connection with this Agreement. All such communications shall be considered a signed writing. An identification code or “user ID” contained in an electronic document shall be sufficient to verify the sender’s identity and the document’s authenticity. 22.5 The Parties are independent contractors. Neither this Agreement nor any transaction hereunder shall create the relationships of principal and agent, joint venturers, partners, or employer or employee as between Customer and Lenovo or their respective Affiliates. 22.6 Each Party shall assign personnel that are reasonably qualified to perform the tasks required of it under this Agreement, and shall be solely responsible for the supervision, direction, control, and compensation of its personnel. Subject to the foregoing, the Parties and their relevant Affiliates may in their sole discretion determine the assignment of their personnel and contractors. Lenovo may delegate any of its rights and obligations under this Agreement to an Affiliate. Lenovo may engage subcontractors to perform this Agreement; provided that Lenovo shall be responsible for the performance of Services under this Agreement by its subcontractors. Page 286 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment A - Page 11 of 11 22.7 Either Party may enter into similar agreements with others to develop, acquire, or provide competitive products and services. 22.8 No Third Party beneficiaries are intended to this Agreement. To the fullest extent permitted by applicable law: (i) no right or cause of action arises or is created, irrespective of whether in contract, tort, under the law or otherwise, in favor of any Third Party under this Agreement or any transaction hereunder; and (ii) no Third Party shall have any right to enforce any of the terms and conditions of this Agreement or of any agreement associated with any transaction hereunder, except that Lenovo’s suppliers may avail themselves of Section 17 “Limitation of Liability” of this Attachment A “General Terms”. 22.9 Customer is responsible for selecting the Products and Services that meet its needs and for the results obtained from the use of the Products and Services, including Customer’s decision to implement any recommendation concerning Customer’s business practices and operations. Customer may not and shall not rely on Lenovo for any of the foregoing. 22.10 Where approval, acceptance, consent or similar action by Customer is required under this Agreement, such action will not be unreasonably delayed, conditioned or withheld. 22.11 The English versions of this Agreement and the Transaction Documents, regardless of whether a translation in any other language is or shall be made, shall be the only authentic ones. Any translation of this Agreement or a Transaction Document in another language prepared for any reason shall be a non-binding accommodation of no legal effect, and the English version of this Agreement or a Transaction Document, including any amendments thereto, shall govern. 22.12 Except as set forth in Section 3 of Attachment B “Pricing, Products, Service Descriptions and Contact Details”, this Agreement may be amended solely by a writing signed by both Parties 23 Lenovo Resellers Lenovo provides different ways to purchase Products and Services, depending on the region and/or choice of Customer: “Direct” purchase means that the Product or Service is available for purchase directly from Lenovo and subject to this Agreement; and “Indirect” purchase means that the Product or Service is available for purchase from a Lenovo reseller. Indirect purchase of Products or Services from a reseller shall be subject to such terms and conditions, as well as prices, as Customer and reseller may agree. Lenovo shall not be responsible for: (i) the actions of any such reseller; (ii) any obligation that such reseller may have to Customer; or (iii) any Third Party product or service that such reseller may supply to Customer. [End of Attachment A] Page 287 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment B - Page 1 of 2 ATTACHMENT B Pricing, Products, Services Descriptions and Contact Details 1 Pricing, Products and Services 1.1 Customer is not committing to minimum purchase volumes or order quantities with Lenovo. 1.2 Lenovo makes Products and Services descriptions available to Customer for purchase through a “Customer Product Catalog” or any other Transaction Document or via a website, as agreed by the Parties, at the then current agreed Prices. Prices for additional Services will be agreed subsequently (except for warranty services chargeable at Lenovo’s then-current rates) and set forth in a separate Transaction Document. 1.3 Prices do not include local taxes, Value Added Tax, Goods & Services Tax or tariffs. 1.4 Unless agreed otherwise, international freight, duties and insurance are included in the Prices, with the exception of some countries which shall be communicated to Customer in advance. Transportation or delivery charges, if applicable, will be specified in a Transaction Document. 2 Changes 2.1 Unless a specific period for the validity of Prices has been agreed in writing between the Parties in a Transaction Document, Lenovo may change Prices, including labor rates, for Products and Services and other financial terms under this Agreement by providing Customer at least one (1) month prior written notice, e.g., to reflect a price increase in raw materials or in Product components. However, no such change shall be retroactive. Any such change shall be effective on the date specified in the notice. It shall only apply to new orders, on-going transactions of indefinite duration, and transactions with a defined recurring period. For transactions with a defined recurring period, Customer may request in writing that Lenovo delay the effective date of the change to after the end of the current recurring period. 2.2 Unless otherwise agreed, Customer acknowledges its agreement to have all such changes apply for such transactions: (i) by placing new orders for Products or Services after the effective date of the change; (ii) in the absence of a request that the effective date of the change be delayed until the end of the recurring period; (iii) by allowing transactions to recur or proceed after receipt of the change notice; or (iv) in the absence of notice of termination of transactions of indefinite duration prior to the effective date of the change. Except as provided above, in order for a change to be valid, it must be signed by both Parties. 2.3 The previous paragraph notwithstanding, if the cost on the international market of any Product component rises so significantly that it would not be commercially viable for Lenovo to be obliged to continue to allow Customer to buy the affected Products at the previously agreed Prices or discounts, Customer accepts that: (i) upon having appropriately demonstrated such worldwide component cost increase, Lenovo may raise the Price of (or lower the discounts for) its affected Products proportionally in order to compensate for such cost increase; or (ii) if Customer refuses such price increase or discount reduction, Lenovo may temporarily refuse to accept Customer’s orders for the affected Products until the overall cost of components has returned to levels in line with those which applied when this Agreement was first signed. 3 Combination of Prices and Discounts Prices or discounts may not be combined with any other discounts or promotions, unless approved by Lenovo. 4 Contact Details Customer Lenovo Attention: BUSINESS UNIT Tel.: XXXX Fax: XXXX General E-mail address: XXXX Attention: Lance Couch Tel.: 281-712-2155 General E-mail address: lcouch@lenovo.com Page 288 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment B - Page 2 of 2 5 Product Catalog The “Product Catalog” may be updated from time to time. [End of Attachment B] Page 289 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment C - Page 1 of 3 ATTACHMENT C Warranty Service Information (Personal Computers) 1 General If a defect in material or workmanship is discovered in a Lenovo branded Hardware Product during the warranty period, warranty Service may be obtained by contacting Lenovo or a Lenovo-approved Service provider (“Service Provider”). Repair, correction and replacement in the manner described below shall constitute fulfilment of all of Lenovo’s obligations under the Lenovo Limited Warranty. A list of Service Providers and their telephone numbers is available through www.lenovo.com/support/phone. Warranty service may not be available in all locations and may differ from location to location. Charges may apply outside a Service Provider’s normal Service area. Contact a local Service Provider for information specific to Customer’s location. 2 Customer Responsibilities for Warranty Service Before warranty Service is provided, Customer must take the following steps: • follow the Service request procedures specified by the Service Provider; • backup or secure all programs and data contained in the Product; • authorize the Service Provider to access the systems and system relevant data necessary to provide warranty Services under this Agreement; • provide the Service Provider with sufficient, free, and safe access to Customer facilities to perform Service; • remove all data, including confidential information, proprietary information and personal information, from the Hardware Product or, if Customer is unable to remove any such information, modify the information to prevent its access by another party or so that it is not personal data under applicable law. The Service Provider shall not be responsible for the unintentional loss or disclosure of any data, including confidential information, proprietary information, or personal information, on a Hardware Product returned or accessed for warranty service; • remove all features, parts, options, alterations, and attachments not covered by the warranty; • ensure that the Hardware Product or part is free of any legal restrictions that prevent its replacement; • if Customer is not the owner of a Hardware Product or part, obtain authorization from the owner for the Service Provider to provide warranty Service. 3 What the Service Provider Will Do to Correct Problems When Customer contacts a Service Provider, Customer must follow the specified problem determination and resolution procedures. The Service Provider will attempt to diagnose and resolve the problem by telephone, e-mail or remote assistance. The Service Provider may direct Customer to download and install designated software updates. Some problems may be resolved with a replacement part to be installed by Customer called a “Customer Replaceable Unit” (“CRU”). If so, the Service Provider will ship the CRU to Customer for installation. If the problem cannot be resolved over the telephone; through the application of software updates or the installation of a CRU, the Service Provider will arrange for service under the Type of Warranty Service designated for the Hardware Product as specified in the table below. If the Service Provider determines that it is unable to repair the Hardware Product, the Service Provider will replace it with one that is at least functionally equivalent. If the Service Provider determines that it is unable to either repair or replace the Hardware Product, Customer’s sole remedy under this Limited Warranty is to return the Hardware Product to the place of purchase or to Lenovo for a prorated refund of the purchase Price (unless the Customer is entitled to a complete refund under applicable mandatory law). Page 290 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment C - Page 2 of 3 4 Replacement Products and Parts When warranty Service involves the replacement of a Hardware Product or part, the replaced Hardware Product or part becomes Lenovo’s property and the replacement Hardware Product or part becomes Customer’s property. Only unaltered Lenovo Hardware Products and parts are eligible for replacement. The replacement Hardware Product or part provided by Lenovo may not be new, but it will be in good working order and at least functionally equivalent to the original Hardware Product or part. The replacement Hardware Product or part shall be warranted for the balance of the warranty period remaining on the original Hardware Product. 5 What this Warranty Does not Cover This warranty does not cover the following: • uninterrupted or error-free operation of a Hardware Product; • loss of, or damage to, Customer data by a Hardware Product; • any software programs, whether provided with the Hardware Product or installed subsequently; • failure or damage resulting from misuse, abuse, accident, modification, unsuitable physical or operating environment, natural disasters, power surges, improper maintenance, or use not in accordance with the Hardware Product information materials; • damage caused by a non-authorized Service provider; • failure of, or damage caused by, any Third Party products, including those that Lenovo may provide or integrate into the Lenovo Hardware Product at Customer’s request; • any technical or other support, such as assistance with “how-to” questions and those regarding a Product set-up and installation; and • Hardware Products or parts with an altered identification label or from which the identification label has been removed. If required, the Service Provider will provide repair or exchange Service depending on the type of warranty Service specified for the Hardware Product and the available service. Scheduling of Service will depend upon the time of Customer’s call, parts availability, and other factors. 6 Types of Warranty Service 6.1 Customer Replaceable Unit (CRU) Service Under “CRU Service”, a Service Provider will ship CRUs to Customer for installation by Customer. CRU information and replacement instructions are shipped with the Hardware Product and are available from Lenovo at any time upon request. CRUs that are easily installed by Customer are called “Self-Service CRUs”. “Optional- Service CRUs” are CRUs that may require some technical skills and tools. Installation of Self-Service CRUs is Customer’s responsibility. Customer may request that a Service Provider install Optional-Service CRUs under one of the other types of warranty Service designated for the Hardware Product. An optional Service offering may be available for purchase from a Service Provider or Lenovo under which Self-Service CRUs would be installed for Customer. Customer may find a list of CRUs and their designation in the publication that ships with the Hardware Product or at www.lenovo.com/CRUs. The requirement to return a defective CRU, if any, will be specified in the materials shipped with a replacement CRU. When return is required: (1) return instructions, a prepaid return shipping label, and a container will be included with the replacement CRU; and (2) Customer may be charged for the replacement CRU if the Service Provider does not receive the defective CRU within thirty (30) days of Customer’s receipt of the replacement CRU. 6.2 On-Site Service Under “On-Site Service”, a Service Provider will, at its discretion, either repair or exchange the Hardware Product at Customer’s location. Customer must provide a suitable working area to allow disassembly and reassembly of the Hardware Product. Some repairs may need to be completed at a Service center. If so, the Service Provider will send the Hardware Product to the Service center at its expense. 6.3 Courier or Depot Service Under “Courier or Depot Service”, the Hardware Product will be repaired or exchanged at a designated Service center, with shipping at the expense of the Service Provider. Customer is responsible for disconnecting the Hardware Product and packing it in a shipping container provided to Customer for return of the Hardware Product to a designated Service center. A courier will pick up the Hardware Product and deliver it to the designated Service center. The Service center will return the Hardware Product to Customer at its expense. Page 291 of 404 Lenovo Customer Agreement COE-00003-01 Lenovo Customer Agreement 04.2022 Lenovo Confidential Attachment C - Page 3 of 3 6.4 Customer Carry-In Service Under “Customer Carry-In Service”, the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be made available for collection by Customer. Failure to collect the Hardware Product may result in the Service Provider disposing of the Hardware Product as it sees fit, with no liability to Customer. 6.5 Mail-In Service Under “Mail-In Service”, the Hardware Product will be repaired or exchanged at a designated Service center after Customer delivers it at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be returned to Customer at Lenovo's risk and expense, unless the Service Provider specifies otherwise. 6.6 Customer Two-Way Mail-In Service Under “Customer Two-Way Mail-In Service”, the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be made available to Customer for return shipping at Customer’s risk and expense. If Customer fails to arrange return shipment, the Service Provider may dispose of the Product as it sees fit, with no liability to Customer. 6.7 Product Exchange Service Under “Product Exchange Service”, Lenovo will ship a replacement Hardware Product to Customer’s location. Customer shall be responsible for its installation and verification of its operation. The replacement Hardware Product becomes the property of Customer in exchange for the failed Hardware Product, which becomes the property of Lenovo. Customer shall pack the failed Hardware Product in the shipping carton used to ship the replacement Hardware Product and return it to Lenovo. Transportation charges, both ways, shall be at Lenovo’s expense. If Customer fails to use the carton in which the replacement Hardware Product was received, Customer may be responsible for any damage to the failed Hardware Product occurring during shipment. Customer may be charged for the replacement Hardware Product if Lenovo does not receive the failed Hardware Product within thirty (30) days of Customer’s receipt of the replacement Hardware Product. [End of Attachment C] Page 292 of 404 2 0 5 2 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Shelly Munson, Director of Innovation & Technology Lilyan Villarreal, Deputy Director of Innovation & Technology Tanya Trieu-Bui, Management Analyst I SUBJECT:Consideration to Approve a Two-Year Agreement with iLand, Inc., in the Amount of $84,840, for Cloud Backup Storage. (CITY) RECOMMENDATION: Staff recommends the City Council approve a two-year agreement with iLand, Inc. in the amount of $84,840 for cloud data backup services, not to exceed $42,420 per year ending in October 2025. BACKGROUND: The implementation of the Veeam backup platform allowed for the City to migrate from data tape cartridges to direct backup into a cloud storage environment, automating the data transfer process and eliminating the need and expense to store physical cartridges off-site for safekeeping and recovery. Utilizing a cloud-based backup and recovery system also allows for additional recovery scenarios, including the ability to restore critical systems directly from virtual machines in the cloud environment should the need arise. ANALYSIS: iLand Inc. provides a secure hosting infrastructure to store the data that is backup by our Veeam platform and allows for an additional layer of protection for our data by creating a redundant copy that is stored offsite. iLand, Inc. is a platinum certified cloud storage partner with Veeam, Inc., ensuring complete compatibility with our data backup system, compliance with all applicable International Organization for Standardization (ISO) and Systems and Organization Controls (SOC) standards relating to cloud data centers and a proven track of customer service and partnership. iLand, Inc. offers no bandwidth costs for the upload and download of data, no virtual machines fees, and provides the most cost-effective pricing per gigabit for storage. Staff recommends awarding a single source agreement to iLand, Inc. based on their references with Veeam, Inc. and unique features offered as part of their services. Based on an analysis of the rate of growth of the City’s data and the tiered pricing structure provided by iLand, staff recommends an approval with iLand, Inc. not to exceed $42,420 per year over the two-year period. Page 293 of 404 2 0 5 2 FISCAL IMPACT: The internet contract was included in the Fiscal Year 2023/24 Adopted Budget and therefore no additional funds will be required. Fiscal Year 2023/24 Adopted Budget: DoIT General Fund 1001209-5300 Contract Services $42,420 COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s Core Value of intentionally embracing and anticipating our future. ATTACHMENTS: Attachment 1 – iLand, Inc. Cloud Backup Office 365 Backup Quote Attachment 2 – iLand, Inc. Cloud Backup with Veeam Quote Attachment 3 – iLand, Inc. Single Source Justification Form and Memo Page 294 of 404 iland Internet Solutions Corporation 1235 North Loop West, Suite 800, Houston, TX, 77008, USA Phone: (800) 697-7088 Email: sales@iland.com Work Order Customer:City of Rancho Cucamonga Customer #:130843017 End Customer:City of Rancho Cucamonga Date:August 31st, 2022 Work Order #:00064114-86802 Data Center:Sterling - USA Contract Term:36 Month(s) Payment Terms:Net 30 Invoice Frequency:Monthly SALESPERSON EMAIL PHONE EXT John Gilliam jgilliam@iland.com x Secure Cloud Backup Item Number Description Quantity Cost per Unit Monthly Cost BCKP-O365-BUN iland Secure Cloud Backup for Office 365 Bundle 1 USD 0.00000 USD 0.00 BCKP-O365-R-U iland Secure Cloud Backup for Office 365 with Veeam (per licensed user) 600 USD 1.94400 USD 1,166.40 BCKP-O365-B-U iland Secure Cloud Backup for Office 365 with Veeam (burst rate per exceeding user above reserved licenses) 0 USD 2.92500 USD 0.00 TOTAL USD 1,166.40 Total Monthly Recurring Charges: USD 1,166.40 Total Non-Recurring Charges: USD 0.00 Page 1 of 3 ATTACHMENT 1 Page 295 of 404 Terms & Conditions This iland Work Order (this "Order") is entered into on the date set out above by and between the Provider and the Customer (each as identified below). This Order is subject to the terms, conditions, and agreements set out in the Service Agreement (the "Agreement") located here: https://iland.com/legal/master-service-agreement2b4f/.  By signing this Order, by consenting to the terms of an Order in writing or by utilizing the services provided to it by the Provider, the Customer agrees to be bound by the terms of the Agreement and this Order. The Provider shall provide the resources described above in each case to the Customer, and the Customer shall compensate the Provider at the rates set out above, in each case subject to the terms and conditions set out in the Agreement until this Order is terminated in accordance with the Agreement. If the Customer is migrating services from one iland environment to another iland environment as part of this work order, billing will begin on the new environment once the Provider confirms the Cloud Resources have been handed off to the Customer. Billing will end on the old environment once the Provider confirms the Cloud Resources have been handed off. The Customer will have a 30 day window to ensure all resources are fully migrated and removed without charge. After 30 days if the resources within the old environment remain active, billing for those resources will recommence outside other stipulations highlighted within this work order. By signing this Order the undersigned agrees that it has the authority to bind the Customer to the terms and conditions set out in this Order and the Agreement and that the Customer agrees to be bound by such terms. Page 2 of 3 Page 296 of 404 CUSTOMER:City of Rancho Cucamonga 10500 Civic Center Drive Ranch Cucamonga California 91730 USA Customer Reference ID: (Customer's Internal Tracking) \customerid1\ Customer PO#: Promo Code: Name (Print): \n1\ Title: \contactjobtitle1\ Signature: \s1\ Date Signed: \d1\ THANK YOU FOR YOUR BUSINESS! Page 3 of 3 Page 297 of 404 Provider: 11:11 Systems, Inc. 1235 North Loop West, Suite 800, Houston, TX, 77008, USA Phone: (800) 697-7088 Email: sales@1111systems.com Quotation Customer:City of Rancho Cucamonga Quote #:Q-106490--1 Date:September 7th, 2023 Data Center:Dallas - USA Product Interest:BaaS Secure Cloud Backup Contract Term:25 Month(s) Payment Term:Net 30 Invoice Frequency:Quarterly SALESPERSON EMAIL PHONE EXT Danial Ahmed dahmed@1111systems.com x Secure Cloud Backup Item Number Description Quantity Cost per Unit Monthly Cost ECS-R-S-VCC iland Secure Cloud Backup with Veeam Cloud Connect (Per GB protected) 100,000.00 USD 0.02160 USD 2,160.00 TOTAL USD 2,160.00 Total Monthly Recurring Charges: USD 2,160.00 Total Non-Recurring Charges: USD 0.00 Terms & Conditions The information in this document is believed to be accurate and valid for 30 days. However, the provider identified above assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. The provider is not responsible for pricing or other errors and reserves the right to cancel orders arising from such errors. The provider may make changes to this proposal, including changes or updates to the products and services described, including pricing, without notice or obligation. This proposal is not intended to create a contractual relationship unless expressly agreed otherwise in writing signed by the parties. All information supplied in this proposal is to be considered confidential information belonging to the Provider. Page 1 of 2 ATTACHMENT 2 Page 298 of 404 11:11 Systems Inc. is the Provider under this Work Order and assumed responsibility for providing the Services under the Agreement with the Customer following its acquisition of iland Internet Solutions Corporation on January 20, 2022. THANK YOU FOR YOUR BUSINESS! Page 2 of 2 Page 299 of 404 ATTACHMENT 3 Page 300 of 404 Page 301 of 404 Page 302 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Jason C. Welday, Director of Engineering Services/City Engineer Trina Valdez, Utilities Operations Supervisor SUBJECT:Consideration of an Appropriation in the Amount of $203,100 and Approval to Purchase Transformers From Anixter Power Solutions in the Amount of $203,100. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Authorize the appropriation in the amount of $203,100 from the Municipal Utility Fund (Fund 705) for the purchase; and 2. Approve and authorize staff to purchase four (4) transformers from Anixter Power Solutions in the amount of $203,100. BACKGROUND: Transformers are important and critical pieces of equipment that make up the Rancho Cucamonga Municipal Utility’s (RCMU) power distribution infrastructure. RCMU currently owns and maintains over 150 Howard Industries transformers. As RCMU’s service area expands and additional equipment is placed in the field, having the appropriate equipment available to provide reliable electric load is important. ANALYSIS: The purchase of the equipment is needed to ensure that the following new developments have the necessary power equipment available and are utilizing RCMU’s current standards for new transformers. 1. Harvest at Terra Vista – Located on Milliken Avenue, the third phase of the project requires three (3) transformers. 2. Future development on the northwest corner of Milliken Avenue and Jersey Boulevard, the project requires one (1) transformer. A quote was obtained from Anixter Power Solutions which is the local Southern California distributor of Howard Industries and General Electric (GE) power transformer products and staff determined the quote to be deemed as reasonable. FISCAL IMPACT: An appropriation in the amount of $203,100 from Municipal Utility Fund (Fund 705) to account number 1705303-5603 (Capital Outlay – Equipment) is required to fully fund the purchase. The cost of the transformer equipment will be reimbursed to RCMU by the developers of the projects. Page 303 of 404 Page 2 2 0 3 8 COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community. ATTACHMENTS: None. Page 304 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Matt Burris, Acting Public Works Services Director/ Deputy City Manager Neil Plummer, Public Works Services Deputy Director Andrea Bauer, Management Analyst I SUBJECT:Consideration of a Contract with San Marino Roof Co. for the Emergency Roof Replacement at the Chaffey-Garcia House and the Appropriation of Funds in an Amount Not to Exceed $114,400. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Declare an emergency exists with the potential damage to the structure of the Chaffey-Garcia house from roof leaks due to the existing deteriorating roof system. 2. Award and authorize the execution of a contract with San Marino Roof Co. for the roof replacement at the Chaffey-Garcia House. 3. Authorize the expenditure of $104,000 plus a 10% contingency of $10,400 for a total project cost of $114,400. 4. Appropriate $114,400 from Capital Reserve fund balance to account 1025001-5602. BACKGROUND: The City of Rancho Cucamonga leases the property at the Chaffey-Garcia house to the Etiwanda Historic Society. The City acquired this property for the purpose of preserving the designated historic landmark for the benefit of present and future residents of the City of Rancho Cucamonga. It was brought to the City’s attention that the Chaffey-Garcia house’s roof is in need of replacement. It is estimated to be more than 30 years old and has exhausted its lifespan. The existing roof made of wood shingle roofing material has begun to deteriorate. A recent inspection found a leak located 10 feet west of the chimney on the south elevation that has penetrated the drywall in the south bedroom area. As a result of the compromised existing roofing system, the upcoming rainy season can cause substantial damage to the roof framing as well as the interior of the dwelling if not repaired. ANALYSIS: Public Works Services Department contacted the City’s roofing contractor, San Marino Roof Co., for a proposal on replacing the existing wood shingle roof. It was determined the cost to replace the roof will be $104,000. The project will consist of the demolition of the existing wood shingle roof and the installation of a newly treated wood shingle roof to closely resemble the existing roof in order to maintain the historic integrity of the structure. The City will receive funding of $75,522 sourced from the County of San Bernardino granted to Page 305 of 404 Page 2 2 0 6 0 the Etiwanda Historic Society to go towards the roof replacement. Subsequently, the City will supplement the cost of the project with $38,878 from Capital Reserve. If approved a copy of the contract with San Marino Roof Co. will be on file in the City Clerk’s Office. FISCAL IMPACT: The roof replacement project at the Chaffey-Garcia House was not included in the FY 2023/2024 budget. Therefore, an appropriation in the amount of $114,400 is needed from Capital Reserve fund balance to account 1025001-5602 (Capital Reserve). The City will work with the Etiwanda Historic Society to receive a reimbursement of $75,522 from the San Bernardino County grant funding. COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s core value of promoting and enhancing a safe and healthy community for all by ensuring facilities are properly secured and maintained. ATTACHMENTS: None. Page 306 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Noah Daniels, Finance Director Kelly Guerra, Special Districts Analyst SUBJECT:Consideration to Approve and Adopt Resolutions Certifying the Results of Elections and Adding Annexation No's. 2023-7, and 2023-8 to Community Facilities District No. 2022-01 (Street Lighting Services) of the City of Rancho Cucamonga. (RESOLUTION NOS. 2023-107 AND 2023-108) (CITY) RECOMMENDATION: Staff recommends the City Council approve and adopt the Resolutions Certifying the Results of Elections and Adding Annexations No. 2023-7, and 2023-8 to Community Facilities District No. 2022-01. BACKGROUND: The City Council approved Resolution No. 2022-063 (the “Resolution Authorizing Future Annexation”) authorizing the future annexation of territory to Community Facilities District No. 2022-01 (Street Lighting Services) (the “CFD 2022-01”) to provide maintenance and services to streetlights, traffic signals, and appurtenant facilities for new development. The City conditions property owners to annex such properties into the existing CFD 2022-01 to fund street light service and maintenance. In August 2023, the Property Owners signed an Annexation Proceeding Deposit Agreement to initiate the annexation process. ANALYSIS: In September 2023, the Property Owners submitted their Consent and Waivers and their Official Ballots, one for each annexation, to the City Clerk’s Office Election Official. The Election Official has canvassed the ballots and completed the statement of votes cast (See Exhibit “A” of their respective Resolution). The Property Owners cast their vote unanimously in favor of the special tax levy for CFD 2022-01. Adoption of the Resolutions constitutes the City Council’s formal action certifying the election results and adding the Annexation Territories to CFD 2022-01 and directs the recordation of an amendment to the existing Notice of Special Tax Lien. By recordation of this amendment, prospective purchasers of the property within the Annexation Territories will have notice of the special tax obligation affecting such properties. A map showing the property is included in their respective Resolution. Page 307 of 404 Page 2 2 0 3 9 FISCAL IMPACT: CFD 2022-01 was formed to be financially self-sufficient, meaning the revenues generated by the District offset the costs of providing services and can be adjusted annually based on changes in the overall operating costs of streetlights. COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s goal to ensure the fiscal sustainability of the City’s special districts. This item also supports the City Council’s core values of intentionally embracing and anticipating the future. ATTACHMENTS: Attachment 1 – Resolution Certifying the Results of an Election and Adding Annexation 2023-7 Attachment 2 – Resolution Certifying the Results of an Election and Adding Annexation 2023-8 Page 308 of 404 Page 1 of 3 ATTACHMENT 1 RESOLUTION NO. 2023-XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, CERTIFYING THE RESULTS OF AN ELECTION AND ADDING TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 2022-01 (STREET LIGHTING SERVICES) OF THE CITY OF RANCHO CUCAMONGA, ANNEXATION NO. 2023-7. WHEREAS, the City Council of the City of Rancho Cucamonga, California (the “City Council”) has previously formed Community Facilities District No. 2022-01 (Street Lighting Services) of the City of Rancho Cucamonga (“CFD No. 2022-01”) pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), as amended, for the purpose of financing certain municipal maintenance services; and WHEREAS, acting pursuant to the Act, the City Council also authorized by the adoption of Resolution No. 2022-063 (the “Resolution Authorizing Future Annexation”) the annexation in the future of territory to CFD No. 2022-01, such territory designated as Future Annexation Area, Community Facilities District No. 2022-01 (the “Future Annexation Area”); and WHEREAS, at this time the unanimous consent to the annexation of certain territory located within the Future Annexation Area to CFD No. 2022-01 has been received from the property owner of such territory, and such territory has been designated as ANNEXATION NO. 2023-7 (the "Territory"); and WHEREAS, less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the Territory, therefore, pursuant to the Act the qualified elector of the Territory shall be the "landowner," as such term is defined in Government Code Section 53317(f), of such Territory and such landowner who is the owner of record as of the applicable election date, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of the parcel of land that landowner owns within such Territory; and WHEREAS, the time limit specified by the Act for conducting an election to submit the levy of the special taxes on the Territory to the qualified elector thereof and the requirements for impartial analysis and ballot arguments have been waived with the unanimous consent of the qualified elector of the Territory; and WHEREAS, the City Clerk of the City of Rancho Cucamonga has caused a ballot to be distributed to the qualified elector of the Territory, has received and canvassed such ballot and made a report to the City Council regarding the results of such canvass, a copy of which is attached as Exhibit “A” hereto and incorporated herein by this reference; and Page 309 of 404 Page 2 of 3 ATTACHMENT 1 WHEREAS, at this time the measure voted upon and such measure did receive the favorable vote of the qualified elector of the Territory, and the City Council desires to declare the results of the election; and WHEREAS, a map showing the Territory and designated as Annexation Map No. 2023-7 (the "Annexation Map"), a copy of which is attached as Exhibit “B” hereto and incorporated herein by this reference, has been submitted to this legislative body. NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Rancho Cucamonga, California, acting as the legislative body of Community Facilities District No. 2022-01, as follows: Section 1. Recitals. The above recitals are true and correct. Section 2. Findings. This legislative body does hereby further determine as follows: A. The unanimous consent as described in the recitals hereto to the annexation of the Territory to CFD No. 2022-01 has been given by the owner of the Territory and such consent shall be kept on file in the Office of the City Clerk of the City of Rancho Cucamonga. B. Less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the each of the parcels located within the Territory, therefore, pursuant to the Act the qualified elector for the Territory shall be the "landowner" of the Territory as such term is defined in Government Code Section 53317(f). C. The qualified elector of the Territory has voted in favor of the levy of special taxes on the Territory upon its annexation to CFD No. 2022-01. Section 3. Territory. The boundaries and parcels of property within the Territory and on which special taxes will be levied in order to pay for the costs and expenses of authorized municipal maintenance services are shown on the Annexation Map as submitted to and hereby approved by this legislative body. Section 4. Declaration of Annexation. This legislative body does hereby determine and declare that the Territory, and each parcel therein, is now added to and becomes a part of CFD No. 2022-01. The City Council, acting as the legislative body of CFD No. 2022-01, is hereby empowered to levy the authorized special tax within the Territory. Section 5. Notice. Immediately upon adoption of this Resolution, notice shall be given as follows: Page 310 of 404 Page 3 of 3 ATTACHMENT 1 A. A copy of the Annexation Map as approved shall be filed in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution. B. An Amendment to the Notice of Special Tax Lien (Notice of Annexation) shall be recorded in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution. Section 6. Effective Date. This Resolution shall become effective upon its adoption. PASSED, APPROVED, AND ADOPTED this ________ day of ______________ 2023. Page 311 of 404 A - 1 ATTACHMENT 1 EXHIBIT “A” CERTIFICATE OF ELECTION OFFICIAL AND STATEMENT OF VOTES CAST Page 312 of 404 B - 1 ATTACHMENT 1 EXHIBIT “B” ANNEXATION MAP Page 313 of 404 Page 1 of 3 ATTACHMENT 2 RESOLUTION NO. 2023-XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, CERTIFYING THE RESULTS OF AN ELECTION AND ADDING TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 2022-01 (STREET LIGHTING SERVICES) OF THE CITY OF RANCHO CUCAMONGA, ANNEXATION NO. 2023-8. WHEREAS, the City Council of the City of Rancho Cucamonga, California (the “City Council”) has previously formed Community Facilities District No. 2022-01 (Street Lighting Services) of the City of Rancho Cucamonga (“CFD No. 2022-01”) pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), as amended, for the purpose of financing certain municipal maintenance services; and WHEREAS, acting pursuant to the Act, the City Council also authorized by the adoption of Resolution No. 2022-063 (the “Resolution Authorizing Future Annexation”) the annexation in the future of territory to CFD No. 2022-01, such territory designated as Future Annexation Area, Community Facilities District No. 2022-01 (the “Future Annexation Area”); and WHEREAS, at this time the unanimous consent to the annexation of certain territory located within the Future Annexation Area to CFD No. 2022-01 has been received from the property owner of such territory, and such territory has been designated as ANNEXATION NO. 2023-8 (the "Territory"); and WHEREAS, less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the Territory, therefore, pursuant to the Act the qualified elector of the Territory shall be the "landowner," as such term is defined in Government Code Section 53317(f), of such Territory and such landowner who is the owner of record as of the applicable election date, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of the parcel of land that landowner owns within such Territory; and WHEREAS, the time limit specified by the Act for conducting an election to submit the levy of the special taxes on the Territory to the qualified elector thereof and the requirements for impartial analysis and ballot arguments have been waived with the unanimous consent of the qualified elector of the Territory; and WHEREAS, the City Clerk of the City of Rancho Cucamonga has caused a ballot to be distributed to the qualified elector of the Territory, has received and canvassed such ballot and made a report to the City Council regarding the results of such canvass, a copy of which is attached as Exhibit “A” hereto and incorporated herein by this reference; and Page 314 of 404 Page 2 of 3 ATTACHMENT 2 WHEREAS, at this time the measure voted upon and such measure did receive the favorable vote of the qualified elector of the Territory, and the City Council desires to declare the results of the election; and WHEREAS, a map showing the Territory and designated as Annexation Map No. 2023-8 (the "Annexation Map"), a copy of which is attached as Exhibit “B” hereto and incorporated herein by this reference, has been submitted to this legislative body. NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Rancho Cucamonga, California, acting as the legislative body of Community Facilities District No. 2022-01, as follows: Section 1. Recitals. The above recitals are true and correct. Section 2. Findings. This legislative body does hereby further determine as follows: A. The unanimous consent as described in the recitals hereto to the annexation of the Territory to CFD No. 2022-01 has been given by the owner of the Territory and such consent shall be kept on file in the Office of the City Clerk of the City of Rancho Cucamonga. B. Less than twelve (12) registered voters have resided within the Territory for each of the ninety (90) days preceding the election date established for the each of the parcels located within the Territory, therefore, pursuant to the Act the qualified elector for the Territory shall be the "landowner" of the Territory as such term is defined in Government Code Section 53317(f). C. The qualified elector of the Territory has voted in favor of the levy of special taxes on the Territory upon its annexation to CFD No. 2022-01. Section 3. Territory. The boundaries and parcels of property within the Territory and on which special taxes will be levied in order to pay for the costs and expenses of authorized municipal maintenance services are shown on the Annexation Map as submitted to and hereby approved by this legislative body. Section 4. Declaration of Annexation. This legislative body does hereby determine and declare that the Territory, and each parcel therein, is now added to and becomes a part of CFD No. 2022-01. The City Council, acting as the legislative body of CFD No. 2022-01, is hereby empowered to levy the authorized special tax within the Territory. Section 5. Notice. Immediately upon adoption of this Resolution, notice shall be given as follows: Page 315 of 404 Page 3 of 3 ATTACHMENT 2 A. A copy of the Annexation Map as approved shall be filed in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution. B. An Amendment to the Notice of Special Tax Lien (Notice of Annexation) shall be recorded in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution. Section 6. Effective Date. This Resolution shall become effective upon its adoption. PASSED, APPROVED, AND ADOPTED this ________ day of ______________ 2023. Page 316 of 404 A - 1 ATTACHMENT 2 EXHIBIT “A” CERTIFICATE OF ELECTION OFFICIAL AND STATEMENT OF VOTES CAST Page 317 of 404 B - 1 ATTACHMENT 2 EXHIBIT “B” ANNEXATION MAP Page 318 of 404 DATE:October 4, 2023 TO:Mayor and Members of the City Council FROM:John R. Gillison, City Manager INITIATED BY:Matt Burris, Deputy City Manager, Community & Economic Development Matt Marquez, Director of Planning & Economic Development SUBJECT:Consideration of a Resolution Adopting The City of Rancho Cucamonga Economic Development Strategy. This Item is Exempt from the California Environmental Quality Act Under CEQA Section 15061(b)(3). (RESOLUTION NO. 2023-106) (CITY) RECOMMENDATION: Staff recommends the City Council approve the attached resolution adopting the City of Rancho Cucamonga Economic Development Strategy. BACKGROUND: In the last decade, the Inland Empire has experienced remarkable growth, with increases in population, employment opportunities, and investment in manufacturing, logistics, and other industries. The region is strategically located between major metro areas and connected to the rest of the country and the world by several highways, railways, Ontario International Airport and the nearby Ports of Los Angeles and Long Beach. Rancho Cucamonga is well-positioned to further leverage the advantages of the region via its skilled workforce, high-quality-built environment, and expanding economy. The City of Rancho Cucamonga Economic Development Strategy (EDS) is a five-year work plan that will guide and support the City in establishing and sustaining Rancho Cucamonga as the cultural and economic hub of the Inland Empire. The last strategic plan developed for the City’s Economic Development efforts was in 2015. The updated EDS builds on Plan RC, the City’s General Plan, that was adopted in late 2021. The General Plan lays out a series of strategies to chart a path towards building a 21st century world- class community that is grounded in the foundational core values of health, equity, and stewardship. The EDS is intended to fortify linkages with Plan RC and its Big Ideas, to emphasize that economic development activities are shared across all departments in the City. The goals and strategies identified have been designed to address specific economic development objectives, such as growing the local economy and ensuring community vitality so that the City can continue to provide high-quality public services and amenities. This staff report will provide a general outline of the EDS and its key features. The full version of the EDS is attached to this staff report for your reading and reference. Page 319 of 404 Page 2 2 0 4 3 ANALYSIS: The EDS was designed to serve as a guide for the City over the next five years. It is meant to be a fluid strategy and will be reviewed annually to determine if there is a change in priorities or if resources need to be shifted. The EDS was informed by a review of regional, state, and global trends, as well as an analysis of the City’s demographic, economic, and market conditions. Although the nature and extent of future market conditions is unknown, the EDS provides foundational approaches to economic development in Rancho Cucamonga that will serve the City during the life of the document. Sections of the EDS describe the strengths, challenges, and opportunities to grow the City’s economy; target industries to expand in the City; and the goals, strategies, and actions of the EDS. The final section of the document includes a five-year implementation plan that organizes tasks according to a timeline, assigns the City department that will lead the activity, and identifies potential partner departments, agencies, or organizations. Strengths, Opportunities, Challenges This section of the EDS identifies the City’s strengths, challenges, and opportunities to strengthen the City’s economy. Strengths: 1. High-quality transportation access. Rancho Cucamonga is located next to major highways, rail transit, and air transport options. 2. Located near major population and employment centers. The City of Rancho Cucamonga is an hour’s drive from Central Los Angeles and Orange County, and an hour and a half from San Diego. 3. Proximity to complementary manufacturing businesses and skilled talent in the local region. San Bernardino County has a concentration of workers with specialized talents and a one-of-a-kind training facility, the InTech Center, located in the neighboring City of Fontana. 4. Well-educated residents. In addition to workers with specialized, manufacturing-related skills, companies in Rancho Cucamonga have access to highly educated workers. 5. High resident incomes. Incomes in Rancho Cucamonga are high compared to the region. The median income in Rancho Cucamonga is approximately $95,000, compared to approximately $70,300 for San Bernardino County. 6. Access to education opportunities that complement key industries in Rancho Cucamonga. Rancho Cucamonga is home to Chaffey College and a satellite campus of the University of Redlands. Companies in Rancho Cucamonga can also draw talent from other nearby higher education institutions. 7. Quality amenities and built environment. The City has a high-quality built environment. The City’s roads are well maintained and are well landscaped on major corridors. 8. Quality master planned neighborhoods. Rancho Cucamonga has several comprehensively designed communities that feature quality housing stock and amenities. Page 320 of 404 Page 3 2 0 4 3 9. Attractive and productive weather. The warm climate and mild winters in Rancho Cucamonga are attractive to residents but also benefit manufacturers due to the relatively few weather-related closure days for companies. 10. Affordable real estate. Land costs in Rancho Cucamonga are relatively affordable compared to the Los Angeles Metro region and coastal communities in Southern California. Low land costs are attractive to companies for reducing costs. 11. Strong performing commercial real estate. Rancho Cucamonga’s commercial land uses are performing better than in the County overall. The City’s office, retail, and industrial rents are higher than the County’s, and vacancies are on par or lower than in the County. Challenges: 1. Lack of downtown/city core identity. The City currently lacks a strong identity for its downtown. The City’s General Plan explores “the potential of the area around Victoria Gardens and the Epicenter to become the ‘real downtown’ of Rancho Cucamonga.” 2. Potential retail spending leakage. According to data from the California Department of Tax and Fee Administration, Rancho Cucamonga lags behind San Bernardino County on taxable sales per household for certain retail categories such as clothing apparel, health and personal care stores, and other miscellaneous retail. 3. Shifting trend in retail due to online shopping. Rancho Cucamonga’s local retail market is influenced by larger-scale national trends. Over the last decade, retail markets have been shifting and reorganizing in large part due to the growth of e-commerce. 4. Lack of population densities to attract higher-end retailers. Rancho Cucamonga is a strong fit for many retailers due in part to the City’s high incomes. However, certain retailers are partial to areas with higher concentrated population densities. 5. Mismatch between resident worker talent and city employment opportunities. Rancho Cucamonga has a skilled workforce, most of which commute outside the city for work. An estimated 85 percent of resident workers commute to nearby communities or Downtown Los Angeles, San Bernardino, or Orange County (PlanRC Existing Conditions Report, 2020). 6. Diminishing supply of vacant land. Beginning in the 1990s and continuing through the 2010s, Rancho Cucamonga experienced strong demand for new development on vacant or sparsely utilized sites. The availability of large tracts of land spurred the development of master planned residential communities, which characterized much of the community’s growth. This has led to diminishing opportunities for new large-scale projects. 7. Pressure for less employment-dense uses like logistics. The logistics boom in the Inland Empire also created demand for warehouse and distribution space in Rancho Cucamonga. While this type of investment may be attractive to individual landowners, it generates less employment and synergy with other businesses compared to other industrial activities. Page 321 of 404 Page 4 2 0 4 3 8. Older parts of the city have limited access to amenities. Rancho Cucamonga has experienced uneven development and investment across the city. Older neighborhoods, including those in the south and southeast portions of the city, have seen less recent investment in amenities by the private sector. Opportunities: 1. Leverage transportation infrastructure projects to build a thriving HART District. The City’s General Plan envisions the HART District as an intense, mixed-use area. Within the District, Cucamonga Station is positioned to be a major transit hub connecting regional and high-speed rail lines. 2. Attract high-wage and high-skill jobs that match City resident population. Many Rancho Cucamonga residents commute outside the city for work. As Rancho Cucamonga grows as an employment center, the City may be able to retain more residents to work at companies in the City. 3. Complimenting entertainment and hospitality options in Ontario along Fourth Street and I-10. At the northern border of the City of Ontario, there is a cluster of entertainment facilities including the Ontario Mills Mall, the Toyota Arena, Dave & Buster’s, and Topgolf. Additionally, there are several hotels concentrated along the I-10 and adjacent to the Ontario International Airport. 4. Expand entertainment options unique to Rancho Cucamonga. The City’s General Plan stresses the desire of the community for “more fun places to go, more things to do, and more ways to get there.” Residents and visitors want places to congregate, gather, and socialize in lively centers, shopping areas, and arts, culture, and entertainment venues. 5. Build a vibrant downtown. Through the City’s community engagement process for the City’s recently updated General Plan, the community expressed a desire for creating vibrant activity nodes and a “real downtown.” 6. Capture more resident retail spending. Rancho Cucamonga is currently a regional retail destination, but residents may be traveling outside the city for certain purchases. 7. Leverage and grow international food manufacturing. Rancho Cucamonga’s specialization in food manufacturing and access to the Ports of Los Angeles and Long Beach and ONT could position the city to attract additional international food manufacturing companies. Two of Rancho Cucamonga’s largest food manufacturing firms, Mizkan America and Nongshim USA are international companies based in Asia. The City is also home to a Mission Foods facility, a subsidiary of Mexico-based, global food company, Gruma. 8. Leverage and grow the aerospace industry. Southern California has a large concentration of aerospace businesses, which is particularly concentrated in Orange County and Los Angeles County. San Bernardino County also has a fast-growing aerospace sector with nearly 300 aerospace-related manufacturers and several aerospace international companies based in Korea, China, Japan, Britain, France, and Switzerland. Page 322 of 404 Page 5 2 0 4 3 9. Attract businesses in emerging green technology sectors such as electric vehicle- related manufacturing. California is striving toward increasing the number of electric vehicles in the State. Its push toward electric vehicles will likely spur significant growth in this sector. Rancho Cucamonga is well positioned to leverage its location and concentrated advanced manufacturing sector. Water supply technology is another emerging sector that Rancho Cucamonga could leverage. Water security has been a growing concern in California for decades. The development and manufacturing of water supply technologies is an emerging sector with immediate relevance in Southern California. Rancho Cucamonga is already home to a leading company developing technology equipment for water treatment plants, Biwater, an international company based in the UK that moved operations from Los Angeles County to Rancho Cucamonga because of proximity to their vendors and to industries that support their operations. 10. Grow an expanding healthcare sector. Health care and social assistance currently account for a significant portion of the City’s employment at approximately 10 percent of the City’s total jobs. While the concentration of health care and social assistance jobs is somewhat lower compared to San Bernardino County and the overall State of California, the sector is growing faster in Rancho Cucamonga than in the County or the State. 11. Leverage strong sector in local and regional household serving office-based industries. The City’s concentrated professional services industry contains many offices that provide legal, tax, and design services to the local and regional community. Many of these types of services require a physical presence to serve customers and are more likely to be resilient to shifts to online platforms and telecommuting. Rancho Cucamonga is well- positioned to grow as a hub for these types of office-based services based on the presence of high quality attainably priced residential options. 12. Expand professional and technical services that complement the City’s manufacturing sectors. Professional service companies with offices in Rancho Cucamonga such as CDM Smith and Atlas Testing Laboratories complement the advanced manufacturing sector in the City. Rancho Cucamonga could attract more companies that offer engineering, marketing, and other complementary services to the City’s manufacturing businesses. Target Industries The City is committed to attracting and retaining high quality jobs to grow and diversify Rancho Cucamonga’s economy and to reduce residents commuting outside the City. This is best accomplished by targeting industries that have a unique advantage to growing. These target industries were identified based on their employment size, growth, and concentration in the City and on the size and performance of the sectors in the larger region. The target industries are sectors that are not only strong in Rancho Cucamonga but are also strong industries in the Inland Empire that the City can leverage and build on. The EDS provides a special focus on growing and supporting the target industries sectors. Tailored strategies are included to leverage the City’s unique strengths in these industries. Target industries that are well-positioned to grow and diversify Rancho Cucamonga’s economy include: 1. Advanced Manufacturing - manufacturing activity involving innovative technologies and requiring skilled workers with technical knowledge and training. Advanced manufacturers Page 323 of 404 Page 6 2 0 4 3 span industries that include the production of aerospace equipment, medical devices, and computer components. 2. Medical Manufacturing - involves the production of medical equipment and medicine. 3. Food and Beverage Manufacturing - food and beverage manufacturing is a unique segment of Rancho Cucamonga’s manufacturing sector that contains about 1,400 jobs and is concentrated in the City relative to San Bernardino County, which itself contains a large amount of activity in the sector. 4. Finance, Insurance and Real Estate - Rancho Cucamonga has a high concentration of the region’s finance, insurance, and real estate industry (sometimes referred to as FIRE industries) employment. There are approximately 5,800 FIRE jobs in the City that account for 9.4 percent of total employment. 5. Professional and Medical Services - Professional service firms range from engineering and design companies to legal and accounting firms. Rancho Cucamonga has approximately 2,700 professional service jobs, which accounts for five percent of total employment. Goals and Strategies The ultimate goal of the EDS is to help establish Rancho Cucamonga as the cultural and economic hub of the Inland Empire. To accomplish this, the EDS establishes four guiding goals, which include the following: 1. Grow and Diversify the City’s Economy 2. Enhance the Quality of Life 3. Expand Retail, Entertainment, and Hospitality 4. Foster Growth of Local Businesses and Workforce These goals organize the EDS’s strategies, which provide more specific guidance to the City through a series of actions. A summary is shown below and additional details on related action items and the strategy’s implementation plan can be found in the EDS document. Page 324 of 404 Page 7 2 0 4 3 Planning Commission Review The Planning Commission reviewed the EDS at their meeting of August 23, 2023. They were asked to provide feedback and comments to staff, prior to the City Council’s review of the document. During their discussion, Commissioners discussed the City’s existing cultural landmarks and museums, and how they should be featured as assets in staff’s business attraction efforts. There were comments made related to the office market and an inquiry on its performance, as well as an inquiry on the state of brick-and-mortar locations due to the rise of E- commerce. Commissioners discussed strengthening the City’s partnerships with educational institutions and their appreciation for the EDS including manufacturing that addresses environmental sustainability such as electric vehicles. Furthermore, there was a suggestion to include in the EDS, information related to the City’s strong and effective public safety program. Commissioners felt staff should include this in their business attraction efforts if it is not already being done. Workforce development was also an item the Commission discussed during their review of the EDS. Commissioners believe it is necessary to ensure local businesses have the skilled workforce they need to succeed and therefore it important to work with members of the community Page 325 of 404 Page 8 2 0 4 3 to ensure they have the skills necessary to fit the needs of the business community. The significance of culture and history was noted by a Commissioner, and the stories associated with the City’s history should remain a key component of business attraction efforts. Lastly, the Commission made it a point to discuss the importance of business retention and expansion efforts, as existing businesses need to be afforded every opportunity to continue to grow their operations. At the end of their discussion, the Commission felt it was appropriate that the EDS move forward for City Council review. Staff’s commitment to annually review the EDS and report on the status of its implementation is something Commissioners appreciated and will be looking forward to in the future. FISCAL IMPACT: None COUNCIL MISSION / VISION / VALUE(S) ADDRESSED: This item addresses the City Council’s Core Values of “Intentionally embracing and anticipating the future”, and “Equitable prosperity for all” by ensuring that Rancho Cucamonga’s vibrant economy ensures prosperity and opportunities now and in the future. ATTACHMENTS: Attachment 1 - Resolution No. 2023-106 Attachment 2 - City of Rancho Cucamonga Economic Development Strategy Attachment 3 - City of Rancho Cucamonga Economic Development Strategy – Background Report Page 326 of 404 Resolution No. 2023-XXX - Page 1 of 1 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ADOPTING THE CITY OF RANCHO CUCAMONGA ECONOMIC DEVELOPMENT STRATEGY WHEREAS, the City’s last Economic Development Strategic Plan was adopted in 2015; and WHEREAS, in 2021, the City of Rancho Cucamonga adopted an updated General Plan known as Plan RC; and WHEREAS, during the development of Plan RC, it was determined that the City would create a separate Economic Development Strategy after Plan RC was completed and adopted; and WHEREAS, in the last decade, the Inland Empire has experienced remarkable growth, with increases in population, employment opportunities, and investment in manufacturing, logistics, and other industries; and WHEREAS, Rancho Cucamonga is well-positioned to further leverage the advantages of the region via its skilled workforce, high-quality-built environment, and expanding economy; and WHEREAS, Plan RC lays out a series of strategies to chart a path towards building a 21st century world-class community that is grounded in the foundational core values of health, equity, and stewardship; and WHEREAS, the Economic Development Strategy is intended to fortify linkages with Plan RC and its Big Ideas; and WHEREAS, the goals and strategies identified in the Economic Development Strategy have been designed to address specific economic development objectives, such as growing the local economy and ensuring community vitality so that the City can continue to provide high-quality public services and amenities; and WHEREAS, on August 23, 2023, the Planning Commission reviewed the Economic Development Strategy and provided comments and feedback to staff. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA HEREBY RESOLVES AS FOLLOWS: Section 1.The above recitals are true and correct and are a substantive part of this Resolution. Section 2.The City Council hereby adopts the Rancho Cucamonga Economic Development Strategy. Section 3.The Economic Development Strategy is exempt from the California Environmental Quality Act Under CEQA Section 15061(b)(3). Section 4.The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 4th day of October, 2023. ATTACHMENT 1 Page 327 of 404 Attachment 2 Page 328 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 2 Table of Contents 1. Introduction 3 1.1 About the Economic Development Strategy 3 1.2 Heart of the Matter 3 2. Strengths, Opportunities, Challenges 4 2.1 Strengths 4 2.2 Challenges 5 2.3 Opportunities 6 3. Target Industries 9 3.1 Advanced Manufacturing 10 3.2 Medical Manufacturing 10 3.3 Food and Beverage Manufacturing 11 3.4 Finance, Insurance, and Real Estate 11 3.5 Professional and Medical Services 12 4. Goals and Strategies 13 4.1 Grow and Diversify the City’s Economy 14 4.2 Enhance the Quality of Life 17 4.3 Expand Retail, Entertainment, and Hospitality 19 4.4 Foster Growth of Local Businesses and Workforce 20 5. Looking Ahead 23 6. Implementation Plan 24 Page 329 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 3 Introduction In the last decade, the Inland Empire has experienced remarkable growth, experiencing increases in population, employment opportunities, and investment in manufacturing, logistics, and other industries. The region is strategically located between major metro areas and connected to the rest of the country and the world by several highways, railways, Ontario International Airport and the nearby Ports of Los Angeles and Long Beach. Rancho Cucamonga is well-positioned to further leverage the advantages of the region via its skilled workforce, high-quality-built environment, and expanding economy. The Economic Development Strategy (EDS) is a five-year work plan that will guide and support the City in establishing and sustaining Rancho Cucamonga as the cultural and economic hub of the Inland Empire. About the Economic Development Strategy The EDS will guide the City’s economic development activities over the next five years. The document identifies goals and strategies that will serve as a road map for City staff and civic leaders. The EDS primarily provides direction to the City’s Economic Development Division, but the success of the EDS depends on the coordination and communication with other City departments, public agencies, and partner organizations. The EDS was informed by a review of regional, state, and global trends, as well as a detailed analysis of the City’s demographic, economic, and market conditions. Although the nature and extent of future market conditions is unknown, the EDS provides foundational approaches to economic development in Rancho Cucamonga that will serve the City during the life of the document. The following sections describe the strengths, challenges, and opportunities to grow th e City’s economy; key industries to expand in the City; and the goals, strategies, and actions of the EDS. The final section of the EDS includes a five-year work plan that organizes tasks according to a timeline, assigns the City department that will lead the activity, and identifies assisting potential partner departments, agencies, or organizations. Heart of the Matter The EDS builds on PlanRC, the City’s General Plan, that was adopted on December 15, 2021. The General Plan lays out a series of strategies to chart a path towards building a 21st century world-class community that is grounded in the foundational core values of health, equity, and stewardship. The vision of PlanRC is to create a city for people – a city of great neighborhoods, natural open spaces and parks, thriving commercial and industrial areas, and walkable and active centers and districts, all connected by safe and comfortable streets. Through the implementation of PlanRC, the city will develop to be more welcoming and accessible to both residents and visitors. To meet the vision and core values of PlanRC, five Big Ideas were identifie d: • Design for People First: focus should be on people and development must be human scale and inviting; • Provide Connectivity and Accessibility: provide a range of travel options including new opportunities for walking, bicycling and transit; • Create Destinations: places to congregate, gather, and socialize; • Cultural and Economic Hub of the Inland Empire : a downtown area, or several major activity centers, with varied cultural opportunities and public art; and • Address Environmental Justice: everyone in the city has a fair and just opportunity to thrive and no one, especially those with the least means, shoulders the additional health burdens of environmental degradation and pollution. The EDS is intended to fortify linkages with PlanRC and the Big Ideas, to emphasize that economic development activities are shared across all departments in the City. The goals and strategies identified have been designed to address specific economic development objectives: improve health outcomes Page 330 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 4 through economic attainment, grow the local economy, diversify the local economy, build economic health and long-term fiscal resiliency, and ensure community vitality so that it can cont inue to provide high-quality public services and amenities. Within each of the strategies are achievable and measurable action items designed to serve as a guide for the City over the next five years. The EDS is meant to be fluid in that it will be reviewed annually to determine if there is a change in priorities or if resources need to be shifted. During this time, the City of Rancho Cucamonga will continue working towards its long-range goals and planning efforts that are the framework of the City’s vision of being a world-class community, making Rancho Cucamonga a special place to live, work, and thrive. Strengths, Opportunities, Challenges This section identifies the City’s strengths, challenges, and opportunities to strengthen the City’s economy. Strengths High-quality transportation access. Rancho Cucamonga is located next to major highways, rail transit, and air transport options. Interstate 10 and Interstate 15 are located along the borders of the City, and State Highway 210 and Foothill Boulevard (Historic Route 66) run through the center of Rancho Cucamonga. These highways provide access to shipping routes to the north and east of the County and access to the Ports of Los Angeles and Long Beach. The nearby Ontario International Airport (ONT) is a growing passenger and logistics hub. In recent years, Ontario International Airport has been one of the fastest- growing airports in the country. The San Bernardino International Airport is also expanding its services and now has regular passenger service for the first time, and Los Angeles International Airport (LAX) and John Wayne Airport (SNA) are a reasonable distance from the city to be a potential option for travelers to the area. The City also has a Metrolink rail station that runs directly to Downtown Los Angeles, and there are plans to build a high-speed rail line that will connect Rancho Cucamonga to Las Vegas. Additionally, the City has access to two Class I railroads, Union Pacific and BNSF, which have continued to improve this level of service for freight shipping across the country. Located near major population and employment centers. The City of Rancho Cucamonga is an hour’s drive from Los Angeles and Orange County, and an hour and a half from San Diego. Proximity to these areas allows for access to major consumer markets, workforce talent, and complimentary businesses across industry sectors. Proximity to complementary manufacturing businesses and skilled talent in the local region. San Bernardino County has a concentration of workers with specialized talents and a one-of-a-kind training facility, the InTech Center, located in the neighboring City of Fontana that specializes in build ing skills that are desirable to manufacturing companies in various sectors. The County contains many complimentary businesses to manufacturing. Warehousing and distribution centers are an example of complementary businesses that have grown significantly in the local region. Manufacturers in Rancho Cucamonga benefit from the City’s proximity to customer distribution centers. Well-educated residents. In addition to workers with specialized, manufacturing-related skills, companies in Rancho Cucamonga have access to highly educated workers. Residents in Rancho Cucamonga are particularly well-educated compared to the rest of the local region. In 2021, 37 percent of Rancho Cucamonga residents held a bachelor’s degree or higher compared to 22 percent of residents in San Bernardino County overall. Educated residents and workers are attractive to companies with skilled worker needs and retail businesses looking for high-income customer bases. High resident incomes. Incomes in Rancho Cucamonga are high compared to the region. The median income in Rancho Cucamonga is approximately $95,000, compared to approximately $70,300 for San Bernardino County. Page 331 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 5 Access to education opportunities that complement key industries in Rancho Cucamonga. Rancho Cucamonga is home to Chaffey College and a satellite campus of the University of Redlands. These schools have been valuable for Rancho Cucamonga employers to gain access to interns and apprentices. Companies in Rancho Cucamonga can also draw talent from other nearby higher education institutions such as UC Riverside, Cal Poly Pomona, California State University San Bernardino, California Baptist University, University of La Verne, Claremont Colleges, San Bernardino Valley College, and other technical schools in the area. Many of these schools offer vocational training and industry-specific programs that complement the expanding sectors in the area such as advanced manufacturing and aerospace. For example, Cal Poly Pomona’s Department of Aerospace Engineering provides a hands-on engineering program to ready students for working in the aerospace industry. Quality amenities and built environment. The City has a high-quality built environment. The City’s roads are well maintained and are well landscaped on major corridors. The City’s de facto core, Victoria Gardens, provides a pedestrian-friendly, and urban design-rich experience for local and regional shoppers. The City is growing and attracting quality talent because of the high quality of life in the City. Quality master planned neighborhoods. Rancho Cucamonga has several comprehensively designed communities that feature quality housing stock and amenities. Attractive and productive weather. The warm climate and mild winters in Rancho Cucamonga are attractive to residents but also benefit manufacturers due to the relatively few weather-related closure days for companies. Additionally, the mild weather on the Southern California coast makes the nearby Ports of Los Angeles and Long Beach more efficient relative to ports along the northern and eastern U.S. coasts. Affordable real estate. Land costs in Rancho Cucamonga are relatively affordable compared to the Los Angeles Metro region and coastal communities in Southern California. Low land cost s are attractive to companies for reducing costs, and attainably priced housing allows companies to recruit workers that can live in or near the City. Strong performing commercial real estate. Rancho Cucamonga’s commercial land uses are performing better than in the County overall. The City’s office, retail, and industrial rents are higher than the County’s, and vacancies are on par or lower than in the County. World class public safety improves trust, desirability and attractiveness of the Community or City. Public safety plays a critical role in supporting economic growth and vitality by enhancing the desirability of the City as a place to live and locate a business. It also has a direct impact on the levels of community trust and creating safe places to gather and socialize. The Rancho Cucamonga Police Department, Rancho Cucamonga Fire District, Animal Services Department and Community Improvement Division provide critical services to the public including law enforcement, fire and emergency services, animal c ontrol, care, and adoption services along with community and property maintenance and improvement. The Public Safety Workgroup works to maintain a safe, enjoyable and prosperous community making the city a top choice for residents, visitors and businesses. Challenges Lack of downtown/city core identity . The City currently lacks a strong identity for its downtown. The City’s General Plan explores “the potential of the area around Victoria Gardens and the Epicenter to become the ‘real downtown’ of Rancho Cucamonga.” Potential retail spending leakage. According to data from the California Department of Tax and Fee Administration, Rancho Cucamonga lags behind San Bernardino County on taxable sales per household for certain retail categories such as clothing apparel, automotive-related products and services, health and personal care stores, and other miscellaneous retail. This suggests that residents in Rancho Cucamonga may be traveling outside the City to make certain purchases. Shifting trend in retail due to online shopping. Rancho Cucamonga’s local retail market is influenced by larger-scale national trends. Over the last decade, retail markets have been shifting and reorganizing in large part due to the growth of e-commerce. However, while increased online sales have reduced the Page 332 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 6 demand for in-store sales, there has been an increased demand for experiential retail such as restaurants, bars, and gyms. Over the last two years, the COVID-19 pandemic disrupted brick and mortar retail stores of all types and accelerated the shift in demand for online sales of physical goods. While the details of the long-term impacts from COVID-19 for the retail market are uncertain, the market will likely rebound while perhaps also changing to accommodate new trends enabled by new technologies and consumer expectations regarding convenience such as contactless shopping. Lack of population densities to attract higher-end retailers. Rancho Cucamonga is a strong fit for many retailers due in part to the City’s high incomes. However, certain retailers are partial to areas with high er concentrated population densities. High-end coffee businesses, grocers, and full-service restaurants often seek to locate in areas with high population densities with access to at least 200,000 people within a one to three-mile radius, which is typically achieved in highly populated city downtowns. Mismatch between resident worker talent and city employment opportunities. Rancho Cucamonga has a skilled workforce, most of which commute outside the city for work. An estimated 85 percent of resident workers commute to nearby communities or Downtown Los Angeles, San Bernardino, or Orange County (PlanRC Existing Conditions Report, 2020). Diminishing supply of vacant land. Beginning in the 1990s and continuing through the 2010s, Rancho Cucamonga experienced strong demand for new development on vacant or sparsely utilized sites . The availability of large tracts of land spurred the development of master planned residential communities , which characterized much of the community’s growth. This has led to diminishing opportunities for new large- scale projects. A similar dynamic has occurred with commercial and industrial land as many of the most attractive sites with access to rail and highway infrastructure have been developed. Pressure for less employment-dense uses like logistics. The logistics boom in the Inland Empire also created demand for warehouse and distribution space in Rancho Cucamonga. Businesses in this industry have been able to pay higher land costs for desirable sites. While this type of investment may be attractive to individual landowners, it generates less employment and synergy with other businesses compared to other industrial activities. Older parts of the city have limited access to amenities. Like many communities, Rancho Cucamonga has experienced uneven development and investment across the city. Older neighborhoods within Rancho Cucamonga, including those in the south and southeast portions of the city, have seen less recent investment in amenities by the private sector. Opportunities Leverage transportation infrastructure projects to build a thriving HART District . The City’s General Plan envisions the HART District as an intense, mixed-use area. Within the District, the Cucamonga Station is positioned to be a major transit hub connecting regional and high-speed rail lines. The HART District has strong potential to become a thriving new district in the city that attracts new talent and employers to the City. Attract high-wage and high-skill jobs that match City resident population. Many Rancho Cucamonga residents commute outside the city for work. As Rancho Cucamonga grows as an employment center, the City may be able to retain more residents to work at companies in the City. Complimenting entertainment and hospitality options along Fourth Street and the I-10 Freeway. At the southern border of the city limits, there is a cluster of entertainment facilities including the Ontario Mills Mall, the Toyota Arena, Dave & Buster’s, and Topgolf. Additionally, there are several hotels concentrated along the I-10 and adjacent to the Ontario International Airport. Expand entertainment options unique to Rancho Cucamonga. The City’s General Plan stresses the desire of the community for “more fun places to go, more things to do, and more ways to get there.” Residents and visitors want places to congregate, gather, and socialize in lively centers, shopping areas, and arts, culture, and entertainment venues. Page 333 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 7 Build a vibrant downtown. Through the City’s community engagement process for the City’s recently updated General Plan, the community expressed a desire for creating vibrant activity nodes and a “real downtown.” Capture more resident retail spending. Rancho Cucamonga is currently a regional retail destination, but residents may be traveling outside the city for certain purchases. The City could capture more of its residents’ purchases by attracting more retail businesses that match residents’ needs. Leverage and grow international food manufacturing. Rancho Cucamonga’s specialization in food manufacturing and access to the Ports of Los Angeles and Long B each and Ontario International Airport could position the city to attract additional international food manufacturing companies. Two of Rancho Cucamonga’s largest food manufacturing firms, Mizkan America and Nongshim USA are international companies based in Asia. The City is also home to a Mission Foods facility, a subsidiary of Mexico-based, global food company, Gruma. Leverage and grow the aerospace industry. Southern California has a large concentration of aerospace businesses, which is particularly concentrated in Orange County and Los Angeles County. San Bernardino County also has a fast-growing aerospace sector with nearly 300 aerospace-related manufacturers and several aerospace international companies based in Korea, China, Japan, Britain, France, and Switzerland. Rancho Cucamonga is home to several aerospace-related companies including Air Components Inc, Hartwell Corporation, Gentex, General Micro Systems, and Pneudraulics Inc. Attract businesses in emerging green technology sectors such as electric vehicle-related manufacturing. California is striving toward increasing the number of electric vehicles in the State. By 2035, most new cars and light trucks sold in California will be zero-emission vehicles, including plug-in hybrid electric vehicles.1 As the most populous and wealthy U.S. state, California’s push toward electric vehicles will likely spur significant growth in this sector. Rancho Cucamonga is well positioned to leverage its location and concentrated advanced manufacturing sector to take advantage of the growth in electric vehicle-related manufacturing. Rancho Cucamonga is located near complimentary electric vehicle businesses in Los Angeles, Irvine, and San Diego, and companies in Rancho Cucamonga have access to electric vehicle talent from companies like Tesla and Ford. Additionally, Rancho Cucamonga is near areas such as Mountain Pass, CA, which are rich with rare earth minerals that are necessary for electric vehicle production. Water supply technology is another emerging sector that Rancho Cucamonga could leverage. Water security has been a growing concern in Califor nia for decades, and the State has moved towards measures and major investments to increase water supply security. The development and manufacturing of water supply technologies is an emerging sector with immediate relevance in Southern California. Rancho Cucamonga is already home to a leading company developing technology equipment for water treatment plants, Biwater, an international company based in the UK that moved operations from Los Angeles County to Rancho Cucamonga because of proximity to their vendors and to industries that support their operations.2 There are several water supply technology programs offered at local colleges including San Bernardino Valley College, and Los Angeles Trade-Technical College. Grow an expanding healthcare sector. Health care and social assistance currently account for a significant portion of the City’s employment at approximately 10 percent of the City’s total jobs. While the concentration of health care and social assistance jobs is somewhat lower compared to San Ber nardino County and the overall State of California, the sector is growing faster in Rancho Cucamonga than in the County or the State. Leverage strong sector in local and regional household serving office-based industries. The City’s concentrated professional services industry contains many offices that provide legal, tax, and design services to the local and regional community. Many of these types of services require a physical presence to serve customers and are more likely to be resilient to shifts to online platforms and telecommuting. Rancho Cucamonga is well-positioned to grow as a hub for these types of office-based services based on the presence of high quality attainably priced residential options. 1 https://ww2.arb.ca.gov/news/california-moves-accelerate-100-new-zero-emission-vehicle-sales-2035 2 https://siteselection.com/issues/2022/sep/the-world-finds-a-home-in-san-bernardino-county.cfm Page 334 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 8 Expand professional and technical services that complement the City’s manufacturing sectors. Professional service companies with offices in Rancho Cucamonga such as CDM Smith and Atlas Testing Laboratories complement the advanced manufacturing sector in the City. Rancho Cucamonga could attract more companies that offer engineering, marketing, and other complementary services to the City’s manufacturing businesses. Page 335 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 9 Target Industries The City is committed to attracting and retaining high quality jobs to grow and diversify Rancho Cucamonga’s economy and to reduce residents commuting outside the City. This is best accomplished by targeting industries in the City that have a unique advantage to growing. Target industries that are well- positioned to grow and diversify Rancho Cucamonga’s economy include: • Advanced Manufacturing • Medical Manufacturing • Food and Beverage Manufacturing • Finance, Insurance and Real Estate • Professional and Medical Services These target industries were identified based on their employment size, growth, and concentration in the City and on the size and performance of the sectors in the larger region. The target industries are sectors that are not only strong in Rancho Cucamonga but are also strong industr ies in the Inland Empire that the City can leverage and build on. The EDS provides a special focus on growing and supporting the target industries sectors. Tailored strategies are included to leverage the City’s unique strengths in the se industries. The following is a table summarizing the target industry sectors based on the location quotient. Industry Rancho Cucamonga Jobs Share of Rancho Cucamonga Jobs Rancho Cucamonga/San Bernardino County LQ1 Manufacturing Industries Advanced Manufacturing 1,974 3.2% 2.7 Medical Manufacturing 1,955 3.2% 5.8 Food and Beverage Manufacturing 1,398 2.3% 1.3 Office Industries Finance, Insurance, and Real Estate 5,789 9.4% 3.3 Professional Services2 2,707 4.4% 2.7 Source: Data Axel, 2022; QCEW, 2021. Note: 1 Location Quotient (LQ) is a measure of how concentrated an industry is relative to a larger geography . The LQ shown here represents the concentration of jobs in the City compared to San Bernardino County. A location quotient of greater than 1.0 means an industry is concentrated in an area while a location quotient of less than 1.0 means an industry is not concentrated in an area. 2 Health services jobs are not included in the data shown here. Medical service jobs are somewhat less concentrated in the City compared to San Bernardino County, but the sector is growing in Rancho Cucamonga and the City is committed to expanding this growth. Page 336 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 10 Advanced Manufacturing Advanced manufacturing is characterized by manufacturing activity involving innovative technologies and requiring skilled workers with technical knowledge and training. Advanced manufacturers span industries that include the production of aerospace equipment, medical devices, and computer components. In Rancho Cucamonga, there are approximately 2,000 advanced manufacturing jobs in the City (excluding medical manufacturing jobs, which is included as its own target industry sector in the EDS). Aerospace and electric vehicles are among the advanced manufacturing industries with opportunities to grow in the City. The manufacturing of electric vehicles could be well suited to Rancho Cucamonga due to the City’s location near complimentary electric vehicle businesses in Los Angeles, Irvine, and San Diego, and the City’s proximity to areas that are rich with rare earth minerals. Rancho Cucamonga is already home to several aerospace manufacturing companies, the largest of which include Air Components Inc, Hartwell Corporation, and Pneudraulics Inc. Among electronic manufacturers, the City’s largest employers include Arlon Electronic Materials, Celco-Pacific Division, and VPG Transducers. Top Advanced Manufacturers in Rancho Cucamonga3 • Consolidated Precision Products • Pneudraulics Inc. • Arlon Electronic Materials Medical Manufacturing In Southern California, pharmaceutical manufacturing forms a significant share of the region’s economy with the largest concentrations of employment in Orange County and Los Angeles County. Medical manufacturing can generally be considered advanced manufacturing, but on its own, it represents a significant number of jobs (approximately 2,000 jobs) in the City of Rancho Cucamonga and is highly concentrated in the City relative to San Bernardino County. The industry involves the production of medical equipment and medicine. Amphastar Pharmaceuticals is the City’s largest medical manufacturer and one of the City’s largest employers. Other significant employers include medical device and surgical instrument manufacturers such as Comar, Eagle Labs, and Mediflex Inc. The concentrated presence of medical manufacturing in the City indicates the likelihood of a local business ecosystem involving complementary businesses and educated talent that could be leveraged for future growth in this sector. 3 Based on employment size provided by Data Axel (2022). Aerospace in the Region Southern California is home to most of the State’s advanced manufacturing companies. Los Angeles County accounts for half of California’s aircraft, engine, and parts manufacturing industry establishments, and Orange County follows with nearly a quarter of total establishments. San Bernardino County accounts for the third largest concentration of firms in the State, containing approximately seven percent of firms. In San Bernardino County several aerospace companies have found success, attributing their companies’ achievements to the County’s business friendliness, competitive cost structure and logistics network, and presence of skilled engineers from nearby universities. Favorable year-round weather for flying and access to a workforce specialized in aerospace also makes Southern California and San Bernardino County attractive to aerospace companies. Page 337 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 11 Top Medical Manufacturers in Rancho Cucamonga • Amphastar Pharmaceuticals Inc • Comar • Eagle Labs Food and Beverage Manufacturing Los Angeles and Orange County are major centers for food and beverage manufacturing in California, and in San Bernardino County there are over 300 food and beverage manufacturing companies. Food and beverage manufacturing is a unique segment of Rancho Cucamonga’s manufacturing sector that contains about 1,400 jobs and is concentrated in the City relative to San Bernardino County, which itself contains a large amount of activity in the sector. Frito Lay Inc., Coca-Cola Bottling Co, Cerenzia Foods Inc, and Evolution Fresh are among the City’s largest food and beverage manufacturers. Mizkan America and Nongshim USA are examples of international manufacturers that employ a significant number of workers in the city. This sector also includes several breweries that provide the added benefit for creating a sense of place in the community and potential regional destination in Rancho Cucamonga. While there is currently some wine-related production in the City, Rancho Cucamonga has a history of winemaking, and the growth of wineries in the City could complement the City’s growth of breweries. Top Food and Beverage Manufacturers in Rancho Cucamonga • Frito Lay Inc. • Coca-Cola Bottling Co • Nongshim USA Finance, Insurance, and Real Estate Rancho Cucamonga has a high concentration of the region’s finance, insurance, and real estate industry (sometimes referred to as FIRE industries) employment. There are approximately 5,800 FIRE jobs in the City that account for 9.4 percent of total employment. Insurance-related activity accounts for about half of the FIRE jobs in Rancho Cucamonga, of which are employed at offices of national insurance providers such as First American Title and CorVel Corporation, and in small to medium -sized insurance broker firms. In addition to several national banking branches, a large portion of the finance-related companies in Rancho Cucamonga are small mortgage lenders, portfolio management, and investment firms. Among real estate- related firms, most in the city are medium to small offices of real estate agents and brokers. Top Finance, Insurance, and Real Estate Companies in Rancho Cucamonga • Inland Empire Health Plan • First American Title • CorVel Corporation Page 338 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 12 Professional and Medical Services Professional service firms range from engineering and design companies to legal and accounting firms. Rancho Cucamonga has approximately 2,700 professional service jobs, which accounts for five percent of total employment. Rancho Cucamonga represents a hub for professional services in the region. The professional service industry complements other target industries such as advanced manufacturing through related research and administrative activity. Large professional service employers in the City include aerospace and engineering companies such as CDM Smith and Atlas Testing Laboratories. Rancho Cucamonga’s professional services industry also consists of several small, local offices that provide legal, tax, and design services that serve the local and regional community. Medical service jobs are part of a significant and expanding healthcare and social assistance sector in the City and include offices of physicians, dentists, and other healthcare professionals.4 Top companies in Rancho Cucamonga • CDM Smith • Atlas Testing Laboratories • Advanced Office Attracting and retaining the target industries will have many benefits to the City and the region. These benefits are identified in the figure below. 4 Health services jobs are somewhat less concentrated in the City compared to San Bernardino County, but the sector is growing in Rancho Cucamonga and the City is committed to expanding this growth. Page 339 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 13 Goals and Strategies The ultimate goal of the EDS is to help establish Rancho Cucamonga as the cultural and economic hub of the Inland Empire. To accomplish this, the EDS establishes four guiding goals, which include: 1. Grow and Diversify the City’s Economy 2. Enhance the Quality of Life 3. Expand Retail, Entertainment, and Hospitality 4. Foster Growth of Local Businesses and Workforce These goals organize the EDS’s strategies, which provide more specific guidance to the City through a series of actions. The ultimate goal of the EDS is to help establish Rancho Cucamonga as the cultural and economic hub of the Inland Empire. Page 340 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 14 1. Grow and Diversify the City’s Economy 1.1 Grow the City’s target industry sectors The target industry sectors in Rancho Cucamonga include those that employ a significant number of workers, are highly concentrated in the City, and are well-positioned to grow and increase the value of sectors that lead the City’s economy. The target industry sectors include advanced manufacturing; medical manufacturing; food and beverage manufacturing; finance, insurance, and real estate; and professional services. Action 1.1A Coordinate with San Bernardino County’s Economic Development Agency to recruit new companies. San Bernadino County’s Economic Development Agency assists companies with locating within the County. Coordinate with the County to help match employers with strategic locations in Rancho Cucamonga. Action 1.1B Coordinate with the Governor’s Office of Business and Economic Development (GO-Biz) to recruit new companies. GO-Biz provides consultation services to business owners including site selection at no cost. Coordinate with GO-Biz to help match employers with strategic locations in Rancho Cucamonga. Action 1.1C Connect new businesses with resources from the State. The State of California offers resources such as tax credits to businesses that want to locate in California or stay and grow in California. Promote available resources to businesses as part of efforts to recruit businesses to the City. Action 1.1D Recruit new businesses in the City’s target industry sectors. Work internally and with partners to identify companies in the target industries that are well- matched for Rancho Cucamonga and engage in outreach to these businesses. Action 1.1E Convene working meetings with local business representatives from industries in the City’s target industries. Use meetings to foster relationships between the Economic Development Division and peer companies to learn about challenges and opportunities to support target industry businesses in the City. Action 1.1F Complete a comprehensive review of the fee structure and cost of doing business in Rancho Cucamonga. Compare Rancho Cucamonga’s fees and development process to peer and competitor cities to ensure the City’s competitive position is maintained. 1.2 Market to businesses the advantages of locating in the City Rancho Cucamonga is an ideal location for many businesses. The advantages of locating in the City should be clearly defined and available to employers looking to start or relocate their business. Action 1.2A Develop materials that market advantages for locating in Rancho Cucamonga. Rancho Cucamonga has many attractive qualities for businesses such as access to high-quality transportation, skilled and educated talent, and educational opportunities. The City also features a high quality built environment, attractive master planned neighborhoods, and a diverse housing stock. Making materials will provide a special focus on the City’s target industry sectors when crafting promotional materials to aid in business recruitment. Action 1.2B Continue to regularly update “Rancho Cucamonga at a Glance” and “Retail Opportunity” marketing materials. The City currently publishes documents that promote the City’s demographics as they related to economic vibrancy. Continue to update these materials regularly and make them available on the Economic Development Division’s webpage. Page 341 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 15 Action 1.2C Develop promotional materials on the Economic Development Division webpage that profiles the City’s access to recreational and community parks and cultural amenities. Rancho Cucamonga has access to scenic nature and outdoor recreational spaces such as the North Etiwanda Preserve, Etiwanda Falls Trail, San Bernardino National Forest, hillside open spaces, multipurpose trails, and equestrian trails in addition to cultural landmarks such as the Sam and Alfreda Maloof Foundation for Arts and Crafts, Cucamonga Service Station, and the Chaffey-Garcia House. Develop marketing materials that promote the City’s access to nature and outdoor recreation and cultural amenities. Also include information that informs businesses and residents about environmental policies and initiatives, future new green space, and outdoor recreational infrastructure. Action 1.2D Implement the Marketing and Communications Plan. The Economic Development Division has completed a Strategic Marketing and Communications Plan that complements the Economic Development Strategy. The Marketing and Communications Plan further strengthens the economic development function for the City of Rancho Cucamonga. 1.3 Recruit and retain international companies Rancho Cucamonga is an attractive location for international manufacturing companies for many reasons including the City’s proximity to the Ports of Los Angeles and Long Beach and the City’s access to highways that allows convenient shipping around the U.S. and to Canada and Mexico. Two of Rancho Cucamonga’s largest food manufacturing firms, Mizkan America and Nongshim USA are international companies based in Asia. The City is also home to a Mission Foods facility, a subsidiary of Mexico-based, global food company, Gruma. Additionally, several international aerospace companies are based in San Bernardino County. Action 1.3A Connect businesses with resources through the San Bernardino County Economic Development Agency. The County offers services to inform businesses about opportunities to expand markets on a global scale and attract investment from abroad. Action 1.3B Connect businesses with resources from State, and International & Trade programs. GO-Biz manages international business programs such as the California STEP program, which offers financial assistance to eligible California small businesses pursuing export sales in foreign markets. Action 1.3C Develop an international marketing program to attract foreign businesses. Create an international marketing program that includes training events for local businesses, City staff, and other stakeholders to engage with foreign companies. The marketing program will provide a special focus on the City’s target industries. 1.4 Connect businesses with commercial space opportunities in the City Rancho Cucamonga’s Economic Development staff currently assists businesses with the process of finding a suitable location in the City. Additional efforts to attract and assist companies considering relocating to Rancho Cucamonga may increase the number of businesses locating in the City. Action 1.4A Continue support for the “Site Selection Assistance” service in the City and enhance the promotion of the service. Assign site selection assistance to specific staff members and include brief bios of the staff that are involved with site selection to foster the feeling of a personal experience. Action 1.4B Maintain customer service orientation in the “Site Selection Assistance” service. The City will allocate resources to provide customized and attentive services to requests for location assistance in the City. Page 342 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 16 Action 1.4C Prepare a “viewbook” promoting a range of commercial space examples available in the City. Create a viewbook that highlights a selection of high quality available commercial space in the City and how the City’s quality of life can contribute to opportunities and benefits for business owners and employees in terms of the local business environment and lifestyle. Ensure the viewbook is provided online and as a printout. Action 1.4D Market vacant office, retail, and industrial spaces on the City’s website. Provide a comprehensive inventory of vacant commercial spaces on the City’s Economic Development Division webpage. City staff will benchmark efforts against competitor cities. Action 1.4E Build relationships with Real Estate Brokers and Site Selection Companies. Continue to work with the commercial brokerage community and site selection companies to identify trends, conflicts, and development opportunities. Work with the local brokerage community to actively market and identify users for infill redevelopment sites and development projects throughout the City. 1.5 Support the construction and redevelopment of commercial properties Office, retail, and industrial real estate markets in Rancho Cucamonga have performed well in recent years and are competitive compared to the local region. Help facilitate building and redevelopment in the City to ensure it does not impede attracting and retaining businesses. Action 1.5A Continue to address small discrepancies in the development process as they occur and review the current development approval process to remove barriers and improve efficiency. Designate specific duties to department staff to coordinate with other city departments to resolve challenges as they occur and develop an internal report recommending systemic changes. Action 1.5B Explore opportunities for the redevelopment of sites. Identify vacant and underused properties for potential redevelopment and conduct outreach to property owners to explore conversion and redevelopment opportunities. Coordinate with action items focused on key sectors. These efforts will support the City’s ongoing General Plan and Zoning Code updates as needed. Action 1.5C Solicit feedback from commercial developers. Convene a group of local commercial real estate developers to promote the City’s goals for real estate development and to learn more about challenges and opportunities for developing properties in the City. Action 1.5D Solicit feedback from real estate professionals. Convene a group of local real estate professionals to educate the broker community on the City’s vision, and enhance collaboration and information sharing. Action 1.5E Explore potential incentives for encouraging redevelopment. Explore financial incentives such as tax abatement programs and nonfinancial incentives such as permit streamlining to encourage property owners to redevelop vacant and underused properties. Page 343 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 17 2. Enhance the Quality of Life 2.1 Establish and promote the City’s Downtown location The City’s General Plan explores “the potential of the area around Victoria Gardens and the Epicenter to become the ‘real downtown’ of Rancho Cucamonga.” While the General Plan focuses on physical changes and infrastructure, other efforts can help establish the City’s Downtown identity such as branding and coordinating community events in the Downtown. Action 2.1A Create an internal understanding of the City’s Downtown location. Develop and circulate an internal memo describing the approximate location of the City’s Downtown. Action 2.1B Promote placemaking and walkability. Encourage pedestrian, building frontage, and other improvements that enhance the public realm as described in the City’s General Plan. Action 2.1C Locate community events and public art in the Downtown area. Explore locations for community events to occur in the City’s Downtown. Consider relocating existing events to a location in the City’s Downtown. Work with RC Public Art to explore options for adding public art to the Downtown area. The RC Public Art Plan calls for prioritizing key areas in the City, such as the Downtown, to locate murals and mosaics. The RC Public Art Plan also includes strategies for creating an art walk program and commissioning public works of art, which could be located in the Downtown. Action 2.1D Update signage promoting the location of the City’s Downtown. Commission the creation of signage that communicates the location of the City’s Downtown. 2.2 Promote and grow the HART District The City’s General Plan envisions the HART District as an intense, mixed-use regional transit hub with a dynamic mix of housing, employment, and supporting commercial development. Within the District, Cucamonga Station will connect travelers with Brightline West’s high-speed rail line, an underground loop to the Ontario International Airport, bus rapid transit, expanded Metrolink connections, and other transit options. Cucamonga Station The planned Cucamonga Station will be located in the City’s HART District and serve as a regional transit hub. The Station will connect several transit systems including: ⦁ Brightline West high-speed rail ⦁ Bus Rapid Transit (BRT) and local bus service provided by Omnitrans ⦁ A tunnel to Ontario International Airport ⦁ Taxis and Ride-Share services ⦁ 6th Street bicycle track High-Speed Rail (Brightline West) Brightline West, a 218-mile privately funded high-speed rail system, will connect Las Vegas and Rancho Cucamonga with the Cucamonga Station serving as the Greater Los Angeles terminal. From the terminal in Rancho Cucamonga, passengers will be able to transfer from Brightline West to the Rancho Cucamonga Metrolink Station. Trains will travel at an expected 186 miles per hour and feature amenities such as Wi-Fi, food and beverages, checked luggage, and hotel check-in services. Connection to Ontario International Airport In 2022, service commenced on a shuttle service, ONT Connect, which takes passengers from the Rancho Cucamonga Metrolink Station to the Ontario International Airport. In the future, a 2.8-mile tunnel is planned to connect from Cucamonga Station to Terminal 2 and Terminal 4 at Ontario International Airport. Page 344 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 18 Action 2.2A Establish and promote the identity of the HART District. Create messaging to include in promotional materials and business recruitment efforts that describe the future improvements in the HART District and the advantages of living and working in the District such as its proximity to Cucamonga Station, which connects Rancho Cucamonga to the surrounding region through Metrolink and the forthcoming high- speed rail line and to the world via its connection to the Ontario International Airport. Conduct outreach to property owners within the HART District informing them of the HART District’s boundaries and future improvements in the area. Action 2.2B Convene transportation agencies and providers. Organize meetings with transportation agencies and providers to discuss future transportation improvements and future development in the HART District. Action 2.2C Develop a specific plan for the HART District. Coordinate the process for creating a specific plan that will guide the growth of the HART District. 2.3 Host and sponsor community and special events Community events can contribute to the vibrancy and sense of place in a community. They can also attract visitors and serve as a low barrier to entry for new retailers and food vendors. Strengthen and expand events and opportunities for community members, businesses, and visitors to engage with local businesses. Action 2.3A Explore opportunities to host or sponsor community events. Explore opportunities to host or organize events that highlight the history and culture of Rancho Cucamonga, and that have the potential to become iconic representations of the City. Examples include outdoor recreational activities such as community bike events and running events (5Ks, 10Ks, and marathons), in addition to family- fun and entertainment events that feature or combine live music, food trucks, mobile vendors, classic cars, theatre, and art. Action 2.3B Continue to review permitting, fees, and insurance requirements for community event hosts and vendors. Review City requirements to ensure they are not a barrier for hosts and vendors. 2.4 Explore potential locations in the City that may benefit from enhanced revenues and services Evaluate sections in the City that can benefit from investments and improvements made that will generate a greater economic benefit for the community, develop new employment opportunities, and contribute to the City’s quality of life. Action 2.4A Identify current and future locations that may benefit from enhanced services. Explore locations that could benefit from enhanced services and future areas of growth in the City. Action 2.4B Explore the potential for existing revenue sources and service districts. Analyze revenue sources and identify new funding opportunities. Action 2.4C Engage local businesses about the need for public-private collaboration for business community improvements. Collaborate with local businesses and property owners to encourage renewed investment, where it makes the most sense, with consideration for the environment and quality of life of surrounding neighborhoods. 2.5 Promote the City’s historic cultural resources The City’s General Plan expresses a commitment to recognizing, protecting, and maintaining Rancho Cucamonga’s past. Historical monuments can serve as a visitor attraction and contribute to the sense of place, authenticity, and culture in a community. Page 345 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 19 Action 2.5A Market historic resources in the City. Integrate historical monuments and cultural resources in marketing materials and explore collaborations with community events. Action 2.5B Secure historical status for qualifying sites. As part of the City’s recent General Plan update, the City identified several historical sites across the City. Secure National Register of Historic Places and California Register of Historical Resources status for historical sites and monuments identified by the City that qualify for these historical designations. 3. Expand Retail, Entertainment, and Hospitality 3.1 Explore opportunities for retail business recruitment Rancho Cucamonga has a strong retail sector. Restaurant and food and beverage sales perform particularly well in Rancho Cucamonga compared to San Bernardino County overall. However, Rancho Cucamonga is less competitive relative to the County in certain retail categories such as clothing apparel, automotive-related products and services, health and personal care stores, and other miscellaneous retail. Action 3.1A Compare the City’s existing retail inventory to the retail businesses the City aims to attract. Individual retailers have specific site location requirements such as the size and quality of spaces for lease. Review existing retail inventory to determine the ability of existing spaces to satisfy size and quality requirements for retailers. Action 3.1B Commission a retail leakage study. Residents in Rancho Cucamonga are traveling outside the City to make certain purchases. Commission a retail leakage study to determine which types of retail Rancho Cucamonga residents typically purchase outside the City and should be targeted for recruitment. 3.2 Cultivate a cluster of breweries, wineries, and tasting rooms in the City Clusters of breweries, wineries, and tasting rooms can serve as a regional destination that brings visitors to a City. Rancho Cucamonga currently has several breweries concentrated in the center of the City, south of Foothill Blvd and northwest of the HART District. These breweries form a part of the City’s concentration of food and beverage manufacturers and benefit from the City’s specialization in this sector. Action 3.2A Promote and support the City’s cluster of breweries. Create an identity for the area where the City’s breweries are clustered. Engage local breweries and connect them with events to vendor and sponsor in Rancho Cucamonga. Action 3.2B Recruit and support breweries, wineries, and tasting rooms. Identify breweries, wineries, and tasting rooms, and perform outreach to recruit new businesses to Rancho Cucamonga. 3.3 Attract restaurants to the City that are destination driven Rancho Cucamonga’s restaurant base serves our residents, the local workforce and visitors to the City. Identify entrepreneurs elsewhere in Southern California that already operate restaurants, and successful local restaurant owners looking to reposition or expand upon their existing operations. Action 3.3A Retain and recruit a healthy and diverse mix of restaurants throughout the City. Work with restaurant owners and operators to identify and develop sites for new sit-down restaurants that create a sense of place. Action 3.3B Explore options that might be available for restaurants in retail centers. Identify existing commercial property centers to create more attainable restaurant opportunities. Page 346 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 20 3.4 Explore opportunities to expand hospitality in the City The City continues to leverage the hospitality demand for business and leisure travelers. The nearby Ontario International Airport has been expanding flight services, and the City is located along several freeways and local and regional attractions. Action 3.4A Explore future hospitality opportunities in the HART District. The HART District is positioned to be a major regional transportation hub, including a high- speed rail line to Las Vegas. the tunnel to Ontario International Airport, and bus rapid transit. The HART District is also located near freeway access and entertainment options to the north in the City’s Downtown and south along Fourth Street. Action 3.4B Identify future hospitality opportunities around Victoria Gardens and Civic Center. The City will identify sites that may be suitable for the development of a new hotel property around Victoria Gardens and Civic Center. Action 3.4C Attract boutique, high-end and luxury hotels. Review the development code and identify updates that can facilitate boutique, high-end and luxury hotel developments in the City. 4. Foster Growth of Local Businesses and Workforce 4.1 Expand higher education institutions in the City Rancho Cucamonga is home to Chaffey College and a satellite campus of the University of Redlands. Residents and employers in the City also have access to several other colleges and universities such as UC Riverside, Cal Poly Pomona, California State University San Bernardino, California Baptist University, University of La Verne, Claremont Colleges, San Bernardino Valley College, and other technical schools in the area. Action 4.1A Strengthen partnerships with local higher education institutions. Establish regular meetings with workforce development staff at Chaffey College, The University of Redlands Rancho Cucamonga Campus, and other educational organizations to explore opportunities to collaborate on workforce development. Use meetings to explore opportunities to connect students with learning and employment opportunities in the City with a particular focus on the City’s target industries sectors. Action 4.1B Foster relationships with nearby colleges and universities. Build a working relationship with other colleges and universities such as Cal Poly Pomona and UC Riverside to explore opportunities to collaborate on workforce development and potential satellite expansions in Rancho Cucamonga. 4.2 Cultivate local innovation Startups and innovative local companies can create new ideas and spur economic growth in a community. Young and bootstrapped companies can benefit from Rancho Cucamonga’s lower land and living costs compared to more costly nearby metro areas and coastal cities. The relatively smaller population and employment base size in Rancho Cucamonga also offers more visibility in the community for growing companies than in large metro areas. Action 4.2A Explore partnerships with universities and organizations to support the creation of incubators and business accelerator programs. Identify partners in the region interested in establishing incubators and business accelerators in Rancho Cucamonga. Action 4.2B Host networking events for local businesses and entrepreneurs . Assist in creating a vibrant entrepreneurial ecosystem by connecting entrepreneurs with each other. Explore opportunities to host or co-host existing events with partners. Consider resources that the City can leverage such as facilities to host events. Page 347 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 21 4.3 Provide support for small businesses Most businesses in Rancho Cucamonga are small businesses with 10 or fewer employees. The City can foster local culture and economic growth by supporting locally grown businesses that are unique to Rancho Cucamonga. Action 4.3A Establish a small business outreach program. Continue to partner with the Rancho Cucamonga Chamber of Commerce and the Orange County Inland Empire Small Business Development Center to conduct regular outreach to small businesses. Action 4.3B Connect small businesses with resources and technical assistance. Provide resources on the Economic Development Division webpage for small businesses such as a guide to opening a business in Rancho Cucamonga and contact information for Economic Development staff who can provide individual support. Provide links to external resources such as USA.gov and the Orange County Inland Empire Small Business Development Center for tools for starting a business, and include information about available federal, state, and private loans and grants for small businesses. Action 4.3C Establish a small business loan program. Establish a loan fund for existing and new small businesses that do not have access to other loan and gra nt programs. Explore opportunities to collaborate with organizations interested in funding small local businesses. 4.4 Enhance data collection to track business activity in the City Data on local business activity is helpful for understanding trends and challe nges and opportunities for business growth in the City. Action 4.4A Ensure access to state-of-the-art telecommunications. Establish regular monitoring of access to telecommunications, such as internet quality, in the City and emerging technologies available in comparable communities to ensure the City stays competitive regarding access to quality telecommunication services. Action 4.4B Use the business licensing program to facilitate the collection of employment and other data about local companies. This data will be used to improve understanding of the number of businesses relocating and expanding within City limits. Action 4.4C Develop an annual or biannual local business survey. Develop a short survey that will solicit information about challenges and opportunities from local businesses operating in the City. 4.5 Connect students, job seekers, and employers with workforce development opportunities The City can help facilitate employment pipelines by connecting students , workers, and employers with resources and events that provide networking and training opportunities. These initiatives support the business attraction efforts and create a future workforce pipeline. Action 4.5A Explore hosting or connecting students and job seekers with industry- specific events. Explore opportunities to host or connect workers with events related to the City’s target industries. Some examples may include events regularly organized by the Manufacturers’ Council of the Inland Empire (MCIE) or Manufacturing Day by the Manufacturing Institute, which aims to introduce students to learning opportunities and to connect job seekers with manufacturing employers. Page 348 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 22 Action 4.5B Connect employers with the San Bernardino County Workforce Development Board. The County offers support to employers for hiring new employees and training, including on-the-job training, which the County may cover a portion of the funding. Market the available support from the County to existing and potential new businesses. Action 4.5C Create stronger links between local employers, education and service providers, and residents. Develop partnerships to facilitate increased communication and collaboration between service providers and employers. Page 349 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 23 Looking Ahead Over the past 40 years, the City of Rancho Cucamonga has grown into the premier city in the Inland Empire, featuring a skilled workforce, strong manufacturing sector, high quality housing stock and growing office - based sectors. The City’s success is in large part due to its adherence to high standards regarding the quality of new development and public spaces, and reinforcing a strong sense of place. Serving as a blueprint for the future and complementing the General Plan, the EDS will advance the long - term vision of making Rancho Cucamonga the cultural and economic hub of the Inland Empire. The aspirational goals set in this EDS position the City for long -term success. Achieving these results requires an ongoing commitment from all levels of City government and community members. Building upon that foundation, longer-range goals include: • Strengthen the City’s sense of identity and character by creating places where people want to be and improving their ability to move around; • Develop a civic and economic culture that provides entrepreneurs and business owners access to resources needed to start up and stay in business; • Create an urban fabric of accessible community gathering spaces and active building fronts; • Grow the arts, cultural, and creative industries cluster to provide social value to residents, while helping with job creation and prosperity in our local economy; • Create a cluster of eatertainment (eateries and entertainment) opportunities that connect the HART District, Epicenter and Victoria Gardens; • Establish the City as a place of opportunity with a vibrant base of creative businesses, cultural institutions, entertainment venues, and homegrown talent; • Build a strong economy that maximizes opportunities for business and employment growth, innovation and partnership; and • Grow new businesses that provide an increasing number and diversity of employment opportunities compatible within a mixed-use, transit-oriented employment district environment. Rancho Cucamonga is suited for economic growth and investment. As the City moves forward in its innovative programs, services and long-range goals, the city will continue to be equally forward thinking in a strategic approach to all future development and investment. Page 350 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 24 Implementation Plan This section describes the 5-year work plan for implementing the EDS. Actions are divided into three time periods: 1 year, 2-3 years, and 4-5 years. The work plan also identifies the lead department and assisting partners. Action Lead Department Partners Timeline 1. Grow and Diversify the City’s Economy 1.1 Grow the City’s target industry sectors 1.1A Coordinate with San Bernardino County’s Economic Development Agency to recruit new companies. Economic Development Division San Bernardino County Economic Development Agency 1 Year 1.1B Coordinate with the Governor’s Office of Business and Economic Development (GO-Biz) to recruit new companies. Economic Development Division GO-Biz 1 Year 1.1C Connect new businesses with resources from the State. Economic Development Division GO-Biz 1 Year 1.1D Recruit new businesses in the City’s target industry sectors. Economic Development Division Rancho Cucamonga Chamber of Commerce 2-3 Years 1.1E Convene working meetings with local business representatives from industries in the City’s target industries. Economic Development Division Rancho Cucamonga Chamber of Commerce 2-3 Years 1.1F Complete a comprehensive review of the fee structure and cost of doing business in Rancho Cucamonga. Economic Development Division Rancho Cucamonga Chamber of Commerce 2-3 Years 1.2 Market to businesses the advantages of locating in the City 1.2A Develop materials that market advantages for locating in Rancho Cucamonga. Economic Development Division 1 Year 1.2B Continue to regularly update “Rancho Cucamonga at a Glance” and “Retail Opportunity” marketing materials. Economic Development Division 1 Year Page 351 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 25 Action Lead Department Partners Timeline 1.2C Develop promotional materials on the Economic Development Division webpage that profiles the City’s access to nature and community parks. Economic Development Division Community Services Department 1 Year 1.2D Implement the Marketing and Communications Plan. Economic Development Division Community Services Department 1 Year 1.3 Recruit and retain international companies 1.3A Connect businesses with resources through the San Bernardino County Economic Development Agency. Economic Development Division San Bernardino County Economic Development Agency 1 Year 1.3B Connect businesses with resources from State, and International & Trade Programs. Economic Development Division GO-Biz 1 Year 1.3C Develop an international marketing program to attract foreign businesses. Economic Development Division Rancho Cucamonga Chamber of Commerce 4-5 Years 1.4 Connect businesses with commercial space opportunities in the City 1.4A Continue support for the “Site Selection Assistance” service in the City and enhance the promotion of the service. Economic Development Division 1 Year 1.4B Maintain customer service orientation in the “Site Selection Assistance” service. Economic Development Division 1 Year 1.4C Prepare a “viewbook” promoting a range of commercial space examples available in the City. Economic Development Division 2-3 Years 1.4D Market vacant office, retail, and industrial spaces on the City’s website. Economic Development Division Planning Division 2-3 Years 1.4E Build relationships with Real Estate Brokers and Site Selection Companies. Economic Development Division Planning Division 2-3 Years 1.5 Support the construction and redevelopment of commercial properties Page 352 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 26 Action Lead Department Partners Timeline 1.5A Continue to address small discrepancies in the development process as they occur and review the current development approval process to remove barriers and improve efficiency. Economic Development Division Planning Division 1 Year 1.5B Explore opportunities for the redevelopment of sites. Economic Development Division Planning Division 2-3 Years 1.5C Solicit feedback from commercial developers. Economic Development Division Planning Division 2-3 Years 1.5D Solicit feedback from real estate professionals. Economic Development Division Planning Division 2-3 Years 1.5E Explore potential incentives for encouraging redevelopment. Economic Development Division 4-5 Years 2. Enhance the Quality of Life 2.1 Establish and promote the City’s Downtown location 2.1A Create an internal understanding of the City’s Downtown location. Planning Division Economic Development Division 1 Year 2.1B Promote placemaking and walkability. Planning Division Economic Development Division 1 Year 2.1C Locate community events and public art in the Downtown area. Economic Development Division Community Services Department, RC Public Art 2-3 Years 2.1D Update signage promoting the location of the City’s Downtown. Economic Development Division Planning Division, RC Public Art 4-5 Years 2.2 Promote and grow the HART District 2.2A Establish and promote the identity of the HART District. Planning Division Economic Development Division 2-3 Years Page 353 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 27 Action Lead Department Partners Timeline 2.2B Convene transportation agencies and providers. Planning Division Economic Development Division, SBCTA, Metrolink, Brightline West 2-3 Years 2.2C Develop a specific plan for the HART District. Planning Division 4-5 Years 2.3 Host and sponsor community and special events 2.3A Explore opportunities to host or sponsor community events. Economic Development Division Community Services Department 2-3 Years 2.3B Continue to review permitting, fees, and insurance requirements for community event hosts and vendors. Economic Development Division Community Services Department, RC Public Art 2-3 Years 2.4 Explore potential locations in the City that may benefit from enhanced revenues and services 2.4A Identify current and future locations that may benefit from enhanced services. Economic Development Division Planning Division 2-3 Years 2.4B Explore the potential for existing revenue sources and service districts. Economic Development Division Planning Division 4-5 Years 2.4C Engage local businesses about the need for public-private collaboration for business community improvements. Economic Development Division Planning Division 4-5 Years 2.5 Promote the City’s historic cultural resources 2.5A Market historic resources in the City. Economic Development Division Planning Division 1 Year 2.5B Secure historical status for qualifying sites. Planning Division Etiwanda Historical Society 4-5 Years 3. Expand Retail, Entertainment, and Hospitality 3.1 Explore opportunities for retail business recruitment Page 354 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 28 Action Lead Department Partners Timeline 3.1A Compare the City’s existing retail inventory to the retail businesses the city aims to attract. Economic Development Division 2-3 Years 3.1B Commission a retail leakage study. Economic Development Division 4-5 Years 3.2 Cultivate a cluster of breweries, wineries, and tasting rooms in the City 3.2A Promote and support the City’s cluster of breweries. Economic Development Division 2-3 Years 3.2B Recruit and support breweries, wineries, and tasting rooms. Economic Development Division 2-3 Years 3.3 Attract restaurants to the City that are destination driven 3.3A Retain and recruit a healthy and diverse mix of restaurants throughout the city. Economic Development Division 2-3 Years 3.3B Explore options that might be available for restaurants in retail centers. Economic Development Division 2-3 Years 3.4 Explore opportunities to expand hospitality in the City 3.4A Explore future hospitality opportunities in the HART District. Economic Development Division 4-5 Years 3.4B Identify future hospitality opportunities around Victoria Gardens and Civic Center. Economic Development Division 4-5 Years 3.4C Attract boutique, high-end and luxury hotels. Economic Development Division 4-5 Years 4. Foster Growth of Local Businesses and Workforce 4.1 Expand higher education institutions in the City Page 355 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 29 Action Lead Department Partners Timeline 4.1A Strengthen partnerships with local higher education institutions. Economic Development Division Partners: Chaffey College, University of Redlands Rancho Cucamonga Campus 1 Year 4.1B Foster relationships with nearby colleges and universities. Economic Development Division Partners: Cal Poly Pomona, UC Riverside, and other colleges and universities 2-3 Years 4.2 Cultivate local innovation 4.2A Explore partnerships with universities and organizations to support the creation of incubators and business accelerator programs. Economic Development Division Inland Empire Center for Entrepreneurship 2-3 Years 4.2B Host networking events for local businesses and entrepreneurs. Economic Development Division Rancho Cucamonga Chamber of Commerce, Inland Empire Center for Entrepreneurship 2-3 Years 4.3 Provide support for small businesses 4.3A Establish a small business outreach program. Economic Development Division Rancho Cucamonga Chamber of Commerce, Orange County Inland Empire Small Business Development Center (OCIE SBDC) 2-3 Years 4.3B Connect small businesses with resources and technical assistance. Economic Development Division Rancho Cucamonga Chamber of Commerce 2-3 Years 4.3C Establish a small business loan program. Economic Development Division Rancho Cucamonga Chamber of Commerce, Orange County Inland Empire Small Business Development Center (OCIE SBDC) 4-5 Years 4.4 Enhance data collection to track business activity in the City 4.4A Ensure access to state-of- the-art telecommunications. Economic Development Division Public Works Department 1 Year Page 356 of 404 City of Rancho Cucamonga | Economic Development Strategy 2023 30 Action Lead Department Partners Timeline 4.4B Use the business licensing program to facilitate the collection of employment and other data about local companies. Economic Development Division 2-3 Years 4.4C Develop an annual or biannual local business survey. Economic Development Division 2-3 Years 4.5 Connect students, job seekers, and employers with workforce development opportunities 4.5A Explore hosting or connecting students and job seekers with industry-specific events. Economic Development Division Rancho Cucamonga Chamber of Commerce, Manufacturers’ Council of the Inland Empire (MCIE) 1 Year 4.5B Connect employers with the San Bernardino County Workforce Development Board. Economic Development Division San Bernardino County Workforce Development Board 1 Year 4.5C Create stronger links between local employers, education and service providers, and residents. Economic Development Division San Bernardino County Workforce Development Board 1 Year Page 357 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 1 Attachment 3Page 358 of 404 Page 359 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 1 Introduction This report describes the findings and analysis of the City of Rancho Cucamonga’s economic and market conditions. The findings inform the Economic Development Strategic Plan (EDSP) and will provide relevant insights on economic development and marketing opportunities in the City. Key Findings • Rancho Cucamonga’s population grew by 8.2 percent from 2010 to 2021, which is similar to the rate of growth in San Bernardino County. • Residents of Rancho Cucamonga are more educated compared to the local region. 37 percent of residents hold a bachelor’s degree or higher compared to 22 percent of residents in San Bernardino County overall. • The population in Rancho Cucamonga is generally older compared to nearby cities. The median age is 36.9 in Rancho Cucamonga and 33.8 in San Bernardino County. • Incomes in Rancho Cucamonga are among the highest in the region. The median income in Rancho Cucamonga is approximately $95,000 compared to approximately $70,300 for San Bernardino County. • Rancho Cucamonga has a moderately large employment base with 71,845 total jobs. • Employment in Rancho Cucamonga has grown slower compared to nearby cities and San Bernardino County. Between 2011 and 2019, employment in Rancho Cucamonga grew by 15 percent compared to 22 percent in the County. • Most businesses in Rancho Cucamonga are small firms with 10 or fewer employees. There are an estimated 2,387 businesses with 1 to 4 employees, and 1,156 businesses with 5 to 10 employees. • Rancho Cucamonga’s largest industry is manufacturing. There are approximately 8,900 manufacturing jobs in Rancho Cucamonga, which account for 12.4 percent of the City’s total jobs. • The fastest-growing industry in Rancho Cucamonga is finance and insurance, which grew by 150 percent from 2011 to 2019. This industry accounts for 7.7 percent of the City’s total employment. • Finance and insurance, manufacturing, professional and technical services, real estate, accommodation and food services are growing sectors in the County that are concentrated in Rancho Cucamonga. Rancho Cucamonga may be well positioned to attract and grow these industries that are expanding in the local region. • Specialized industries that are well-positioned to grow and diversify Rancho Cucamonga’s economy include advanced manufacturing; medical manufacturing; food and beverage manufacturing; finance, insurance and real estate, and professional services. • Rancho Cucamonga’s home prices are relatively high compared to prices in the local region but are more attainable priced compared to the Los Angeles Metro Area and the State of California overall. • Rancho Cucamonga’s commercial land uses are performing better than in the County overall. The City’s office, retail, and industrial rents are higher than the County’s, and vacancies are on par or lower than in the County. • Restaurant and food and beverage sales are stronger in Rancho Cucamonga compared to the County. Page 360 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 2 • Rancho Cucamonga is a highly attractive and competitive City compared to its neighbors. Key indicators show Rancho Cucamonga is balanced well by a relatively large employment base, highly educated residents, and residents with high incomes. From a regional perspective, Riverside and Fontana may be the most competitive with Rancho Cucamonga for attracting residents and employers. Redlands and Eastvale may also be competitive with Rancho Cucamonga for attracting highly skilled workers. Demographic and Household Conditions This section describes the characteristics of Rancho Cucamonga’s population using data from the most recent American Community Survey (ACS 2021, 5-year Estimate) and HUD’s Comprehensive Housing Affordability Strategy (CHAS, 2019). The analysis compares Rancho Cucamonga with neighboring cities 1 and San Bernardino County, as well as comparable Southern California jurisdictions,2 to provide a relative measure of conditions in Rancho Cucamonga. Population and Households Rancho Cucamonga has a population of 173,946 residents and 56,380 households. The City’s population is slightly smaller than nearby Ontario (175,223) but has 5,000 more households. Table 1 shows how the number of residents and households in Rancho Cucamonga’s population compares relative to neighboring cities and Table 2 shows how the City compares to other comparable Southern California jurisdictions. Figures 1 and 2 display population growth in Rancho Cucamonga and the neighboring cities and other Southern California jurisdictions. Since 2010 Rancho Cucamonga’s population has grown by 8.2 percent, which is similar to the San Bernardino County growth rate of 8.3 percent. Eastvale, which was incorporated in 2010, has grown in population by nearly 40 percent since 2010. Irvine, which was identified in 2020 by the U.S. Census as the 10th fastest-growing city in the country, experienced a major population increase of nearly 50 percent since 2010. 1 Neighboring cities include the cities of Eastvale, Fontana, Ontario, Riverside, Redlands, and San Bernardino. 2 Comparable Southern California jurisdictions includes the cities of Irvine and Pasadena, and Los Angeles County. Page 361 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 3 Table 1: Total Population and Households, Neighboring Cities and San Bernardino County, 2021. Population Households Riverside 314,858 88,340 San Bernardino 220,821 61,680 Fontana 208,087 55,307 Ontario 175,223 51,068 Rancho Cucamonga 173,946 56,380 Redlands 72,649 25,273 Eastvale 68,539 16,713 San Bernardino County 2,171,071 651,743 Source: ACS, 5-Year Est, 2021. Table 2: Total Population and Households, Comparable Southern California Jurisdictions, 2021. Population Households Irvine 297,868 107,166 Rancho Cucamonga 173,946 56,380 Pasadena 138,771 55,191 Los Angeles County 10,019,635 3,342,811 Source: ACS, 5-Year Est, 2021. Figure 1: Population Growth, Neighboring Cities and San Bernardino County, 2010 to 2021 Source: ACS, 5-Year Est. 2010, 2021. 39.5% 9.8%8.3%8.2%6.1%5.6%5.5%4.8% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% Eastvale Fontana San Bernardino County Rancho Cucamonga Ontario San Bernardino Redlands RiversidePopulation GrowthPage 362 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 4 Figure 2: Population Growth, Comparable Southern California Jurisdictions, 2010 to 2021 Source: ACS, 5-Year Est. 2010, 2021 Race and Ethnicity Tables 3 and 4 show the share of racial and ethnic groups in Rancho Cucamonga compared to neighboring cities and comparable Southern California jurisdictions. The City’s racial and ethnic composition is fairly similar to its neighboring communities. However, Rancho Cucamonga has a relatively higher percent non- Hispanic White and non-Hispanic Asian populations and a lower Hispanic population than most neighboring cities. Compared to other Southern California jurisdictions, Rancho Cucamonga has a somewhat lower percentage of Non-Hispanic Asian population. Table 3: Percentages of Race and Ethnicity, Neighboring Cities and San Bernardino County, 2021 Non- Hispanic White Hispanic/ Latino Non-Hispanic Black/African American Non- Hispanic Asian Other Race/ Ethnicity Rancho Cucamonga 34% 38% 9% 14% 5% Eastvale 22% 39% 7% 28% 4% Fontana 13% 68% 8% 7% 3% Ontario 15% 70% 5% 7% 3% Redlands 44% 37% 6% 8% 5% Riverside 28% 55% 5% 8% 4% San Bernardino 14% 68% 12% 4% 3% San Bernardino County 27% 55% 8% 7% 4% Source: ACS, 5-Year Est. 2021. 49.6% 8.2%2.7%1.7% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% Irvine Rancho Cucamonga Los Angeles County PasadenaPopulation GrowthPage 363 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 5 Table 4: Percentages of Race and Ethnicity, Comparable Southern California Jurisdictions, 2021 Non- Hispanic White Hispanic/ Latino Non-Hispanic Black/African American Non- Hispanic Asian Other Race/ Ethnicity Rancho Cucamonga 34% 38% 9% 14% 5% Irvine 37% 12% 2% 43% 6% Pasadena 34% 36% 8% 18% 5% Los Angeles County 25% 49% 8% 15% 4% Source: ACS, 5-Year Est. 2021. Educational Attainment Tables 5 and 6 show the educational attainment in Rancho Cucamonga compared to neighboring cities and other Southern California jurisdictions. Figures 3 and 4 display the percentage of the population with a bachelor’s degree or higher. Rancho Cucamonga residents are well-educated. 37 percent of residents have a bachelor’s degree or higher, which is a higher share than most neighboring communities and lower than Redlands and Eastvale. When compared to other jurisdictions in Southern California, Rancho Cucamonga’s educational attainment is higher than Los Angeles County and less than the rates of a bachelor’s degree or higher in Irvine and Pasadena. Table 5: Percentages of Educational Attainment, Neighboring Cities and San Bernardino County, 2021 High School Degree or Less Some College Bachelor's Degree Advanced Degree Rancho Cucamonga 27% 36% 23% 14% Eastvale 29% 30% 29% 12% Fontana 51% 30% 15% 5% Redlands 29% 27% 22% 21% Riverside 45% 31% 14% 10% Ontario 51% 31% 14% 5% San Bernardino 61% 27% 9% 4% San Bernardino County 46% 32% 14% 8% Note: Data universe includes the total population of 25 years or older. Source: ACS, 5-Year Est. 2021. Page 364 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 6 Table 6: Percentages of Educational Attainment, Comparable Southern California Jurisdictions, 2021 High School Degree or Less Some College Bachelor's Degree Advanced Degree Rancho Cucamonga 27% 36% 23% 14% Irvine 11% 20% 38% 31% Pasadena 25% 22% 28% 25% Los Angeles County 40% 26% 22% 12% Note: Data universe includes the total population of 25 years or older. Source: ACS, 5-Year Est. 2021. Figure 3: Percentages of Bachelor’s Degree or Higher, Neighboring Cities and San Bernardino County, 2021 Note: Data universe includes the total population of 25 years or older. Data represents those who have earned a bachelor’s or an advanced degree such as a master’s or a PhD. Source: ACS, 5-Year Est. 2021. Figure 4: Percentages of Bachelor’s Degree or Higher, Comparable Southern California Jurisdictions, 2021 Note: Data universe includes the total population of 25 years or older. Data represents those who have earned a bachelor’s or an advanced degree such as a master’s or a PhD. Source: ACS, 5-Year Est. 2021. 44%41%37% 24%22%20%19% 13% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Redlands Eastvale Rancho Cucamonga Riverside San Bernardino County Fontana Ontario San BernardinoShare of Population 25 years or Older69% 53% 37%34% 0% 10% 20% 30% 40% 50% 60% 70% 80% Irvine Pasadena Rancho Cucamonga Los Angeles CountyShare of Population 25 years or OlderPage 365 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 7 Age Figures 5 and 6 show the median age in Rancho Cucamonga compared to the neighboring cities and other Southern California jurisdictions. Figures 7 and 8 display the age distribution for each jurisdiction. Compared to nearby communities, Rancho Cucamonga has the highest median age at 36.9 years. When compared to other jurisdictions in Southern California, the City’s median age is similar to Los Angeles County but less than Pasadena. Compared to neighboring communities, Rancho Cucamonga has an older distribution of ages, with 40 percent of the population above the age of 45. When compared to comparable Southern California communities, Los Angeles County and Pasadena have a similar share of residents over the age of 45 as Rancho Cucamonga. Figure 5: Median Age, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 6: Median Age, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. 36.9 35.5 34.2 33.8 32.6 32 31.9 31.3 28.0 29.0 30.0 31.0 32.0 33.0 34.0 35.0 36.0 37.0 38.0 Rancho Cucamonga Redlands Eastvale San Bernardino County Ontario Fontana Riverside San BernardinoMedian Age39.1 37.0 36.9 33.8 30.0 32.0 34.0 36.0 38.0 40.0 Pasadena Los Angeles County Rancho Cucamonga IrvineMedian AgePage 366 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 8 Figure 7: Percentages of Age Distribution, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 8: Percentages of Age Distribution, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. Income Figures 9 and 10 show the median income in Rancho Cucamonga compared to the neighboring cities and other comparable Southern California jurisdictions. Figures 11 and 12 break down the percentages of households by income in each jurisdiction. Figures 13 and 14 further organize the households into income categories as defined by the HUD Area Median Family Income (HAMFI). At $97,046, Rancho Cucamonga’s median household income is higher compared to neighboring cities and San Bernardino County. Only Eastvale has a higher median income of $141,827. When compared to other comparable jurisdictions in Southern California, Rancho Cucamonga’s median income is higher than Los Angeles County’s median income of $76,367 but lower than Irvine’s median income of $114,027. The 23%30%29%26%23%24%28%26% 9%9%11%11%11%14%11%10% 28% 30%29%31%28%29%30%28% 28%23%22%23%24%22%21%24% 13%8%8%10%14%11%9%12% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Eastvale Fontana Ontario Redlands Riverside San Bernardino San Bernardino CountyShare of Total PopulationUnder 18 18 to 24 25 to 44 45 to 64 65 and older 23%22%18%22% 9%12%7%9% 28%32% 34%30% 28%23%25%25% 13%10%16%14% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Irvine Pasadena Los Angeles CountyShare of Total PopulationUnder 18 18 to 24 25 to 44 45 to 64 65 and older Page 367 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 9 percentages of households by income generally corroborate the median income findings. 36 percent of households in the City earn over $125,000 annually and 62 percent earn over $75,000. 12 percent of Rancho Cucamonga’s households earn less than $30,000 annually. Eastvale and Irvine have the higher percentage of households earning over $125,000. However, while Eastvale has the smallest percentage of households earning less than $30,000 (5 percent), Irvine’s is higher than several jurisdictions, including Rancho Cucamonga, at 16 percent of households earning less than $30,000 annually. When using the HAMFI-defined income categories, Rancho Cucamonga has 63 percent of households in the above moderate-income category and 16 percent of households in the very low-income category. Compared to surrounding communities and San Bernardino County, only Eastvale has a higher percentage of households in the above moderate-income category. When compared to other comparable jurisdictions in Southern California however, Rancho Cucamonga has the highest percentage of households in the above moderate-income category. All other jurisdictions have fewer than 50 percent of households in the above moderate-income category. Figure 9: Median Household Income, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 10: Median Income, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. $141,827 $97,046 $87,184 $83,468 $76,755 $71,908 $70,287 $55,372 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 Eastvale Rancho Cucamonga Redlands Fontana Riverside Ontario San Bernardino County San BernardinoMedian Income $114,027 $97,046 $89,661 $76,367 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 Irvine Rancho Cucamonga Pasadena LA CountyMedian Income Page 368 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 10 Figure 11: Percentages of Households by Income, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 12: Percentages of Households by Income, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. 12%5%14%17%16%18%27%19% 10% 6% 11%14%12%14% 19% 15%15% 11% 19%21%16%17% 19% 18% 26% 20% 27% 27% 25%24% 22% 24% 36% 57% 29%22%31%27% 13%23% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Eastvale Fontana Ontario Redlands Riverside San Bernardino San Bernardino CountyShare of Total HouseholdsLess than $30,000 $30,000 to $49,999 $50,000 to $74,999 $75,000 to $124,999 $125,000 or More 12%16%19%20%10%8%9%14%15%11%14%15% 26%19% 21%22% 36%46%36%29% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Irvine Pasadena Los Angeles CountyShare of Total HouseholdsLess than $30,000 $30,000 to $49,999 $50,000 to $74,999 $75,000 to $124,999 $125,000 or More Page 369 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 11 Figure 13: Percentages of Households by Income Category, Neighboring Cities and San Bernardino County, 2019 Source: HUD, Comprehensive Housing Affordability Strategy, 5-Year Est. 2019. Notes: Very low-income is defined as <=50% HAMFI, low-income is >50% to <=80% HAMFI, moderate-income is >80% to <=100% HAMFI, above moderate-income is >100% HAMFI Figure 14: Percentages of Households by Income Category, Comparable Southern California Jurisdictions, 2019 Source: HUD, Comprehensive Housing Affordability Strategy, 5-Year Est. 2019. Notes: Very low-income is defined as <=50% HAMFI, low-income is >50% to <=80% HAMFI, moderate-income is >80% to <=100% HAMFI, above moderate-income is >100% HAMFI Household Characteristics Figures 15 and 16 show the average household size in Rancho Cucamonga compared to the neighboring cities and other comparable Southern California jurisdictions. Tables 7 and 8 break down the households 16%10%22%24%22%25% 40%27% 12% 11% 18%20%14%17% 21% 18%8% 8% 12%13% 10%11% 10% 11% 63%72% 48%43%53%47% 28% 44% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Eastvale Fontana Ontario Redlands Riverside San Bernardino San Bernardino CountyShare of Total HouseholdsVery low-income Low-income Moderate-income Above moderate-income 16%26%30%37%12% 14%15% 19% 8% 11%10% 10% 63% 49%46%35% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Irvine Pasadena Los Angeles CountyShare of Total HouseholdsVery low-income Low-income Moderate-income Above moderate-income Page 370 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 12 in the jurisdictions by type of living arrangement. Figures 17 and 18 display the percentages of households by tenure in all jurisdictions. Rancho Cucamonga has a relatively small household size when compared to the neighboring cities, with only Riverside having a smaller average household size. However, when compared with other comparable Southern California jurisdictions, Rancho Cucamonga’s average household size is larger than in Los Angeles County, Pasadena, and Irvine. Rancho Cucamonga’s largest category of household type is families without children at 41 percent, followed by families with children at 36 percent. This differs from most of the neighboring cities and San Bernardino County where families with children comprise a larger percentage of households than families without children. The only other outlier is Redlands, which has 1 percentage point more families without children, notably Redlands also has a significantly higher percentage of single-person households. Compared to other comparable jurisdictions in Southern California, Rancho Cucamonga has a similar percentage of families with children as Irvine. Most households in Rancho Cucamonga own their home, which is the case for San Bernardino County and nearly all of the neighboring cities, except for San Bernardino. Compared to other comparable Southern California communities, most households rent their home in Los Angeles County, Irvine, and Pasadena. Figure 15: Average Household Size, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 16: Average Household Size, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. 4.1 3.8 3.42 3.41 3.38 3.26 3.03 2.77 0 0.5 1 1.5 2 2.5 3 3.5 4 4.5 Eastvale Fontana Ontario San Bernardino Redlands San Bernardino County Rancho Cucamonga RiversideAverage Household Size3.03 2.9 2.7 2.5 0 0.5 1 1.5 2 2.5 3 3.5 Rancho Cucamonga LA County Irvine PasdenaAverage Household SizePage 371 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 13 Table 7: Percentage of Households by Type, Neighboring Cities and San Bernardino County, 2021 Families with Children Families without Children Single-Person Household Other Non- Family Household Rancho Cucamonga 36% 41% 19% 4% Eastvale 58% 33% 7% 3% Fontana 52% 34% 11% 3% Ontario 43% 36% 16% 5% Redlands 33% 34% 25% 8% Riverside 40% 33% 19% 8% San Bernardino 45% 30% 19% 6% San Bernardino County 41% 36% 18% 5% Source: ACS, 5-Year Est. 2021. Table 8: Percentage of Households by Type, Comparable Southern California Jurisdictions, 2021 Families with Children Families without Children Single-Person Household Other Non- Family Household Rancho Cucamonga 36% 41% 19% 4% Irvine 34% 31% 23% 12% Pasadena 24% 33% 34% 10% Los Angeles County 32% 34% 26% 8% Source: ACS, 5-Year Est. 2021. Page 372 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 14 Figure 17: Percentage of Households by Tenure, Neighboring Cities and San Bernardino County, 2021 Source: ACS, 5-Year Est. 2021. Figure 18: Percentage of Households by Tenure, Comparable Southern California Jurisdictions, 2021 Source: ACS, 5-Year Est. 2021. Employment and Firms This section describes total employment in Rancho Cucamonga relative to neighboring cities, San Bernardino County, and comparable Southern California jurisdictions using data from the U.S. Census Bureau Longitudinal Employer-Household Dynamics (LEHD) program. The section also describes the total number of firms, the size of firms, and the largest private employers in Rancho Cucamonga using data from Data Axel. 63% 79% 66%55%59%56%49%60% 37% 21% 34%45%41%44%51%40% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Rancho Cucamonga Eastvale Fontana Ontario Redlands Riverside San Bernardino San Bernardino CountyHousehold Tenure Owner Occupied Renter Occupied 63% 44%42%46% 37% 56%58%54% 0% 20% 40% 60% 80% 100% Rancho Cucamonga Irvine Pasadena Los Angeles CountyHousehold Tenure Owner Occupied Renter Occupied Page 373 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 15 Rancho Cucamonga has approximately 71,845 jobs, and the City’s employment base is smaller than the neighboring cities of Riverside, Ontario, and San Bernardino (Table 9), and when compared to other comparable Southern California jurisdictions, Rancho Cucamonga’s employment is also less than in Irvine and Pasadena (Table 10). Table 11 shows that between 2011 to 2019, Rancho Cucamonga experienced a 15% increase in total jobs. Rancho Cucamonga’s job growth outpaced Riverside and San Bernardino, but Eastvale, Ontario, Redlands, and Fontana experienced a higher rate of growth during this period. From 2011 to 2019, Rancho Cucamonga grew much faster than Pasadena but less than Irvine. Table 9: Total Employment, Neighboring Cities and San Bernardino County 2011 and 2019 2011 2019 Riverside 128,236 146,033 Ontario 87,077 117,080 San Bernardino 94,509 103,888 Rancho Cucamonga 62,463 71,845 Fontana 42,898 53,640 Redlands 26,025 33,696 Eastvale 4,874 14,486 San Bernardino County 570,622 703,024 Source: U.S. Census Bureau, LEHD, 2011, 2019. Table 10: Total Employment, Southern California Comparable Jurisdictions, 2011 to 2019 2011 2019 Irvine 206,493 257,836 Pasadena 94,001 98,366 Rancho Cucamonga 62,463 71,845 Source: U.S. Census Bureau, LEHD, 2011, 2019. Page 374 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 16 Table 11: Employment Growth, Neighboring Cities and San Bernardino County 2011 to 2019 Change 2011 to 2019 Net New Jobs % Change Eastvale 9,612 197% Ontario 30,003 34% Redlands 7,671 29% Fontana 10,742 25% Rancho Cucamonga 9,382 15% Riverside 17,797 14% San Bernardino 9,379 10% San Bernardino County 132,402 23% Source: U.S. Census Bureau, LEHD, 2011, 2019. Table 12: Employment Growth, Southern California Comparable Jurisdictions Change 2011 to 2019 Net New Jobs % Change Irvine 51,343 25% Rancho Cucamonga 9,382 15% Pasadena 4,365 5% Table 13 shows the number of firms by industry in Rancho Cucamonga. The largest number of firms in Rancho Cucamonga are in the health care and social assistance, retail trade, and professional and technical services industries. The health care and social assistance industry has the most firms with 760. Many of these firms are small offices of physicians, densities, mental health professionals, and nursing care facilities. Figure 19 displays the range of firm sizes in Rancho Cucamonga. Most businesses in Rancho Cucamonga are small businesses with fewer than 10 employees. There are an estimated 2,387 businesses with 1 to 4 employees, and 1,156 businesses with 5 to 10 employees. The number of firms with one to four employees (2,387) is significantly higher than all other firm categories. As the number of employees increase per firm in Rancho Cucamonga, the number of firms with employees decreases. Rancho Cucamonga has three firms with 1,000 to 4,999 employees, which include Inland Empire Health Plan, Amphastar Pharmaceuticals, and Chaffey College. Table 14 shows Rancho Cucamonga’s largest private employers. Inland Empire Health Plan is the City’s largest employer with an estimated 2,005 employees. Amphastar Pharmaceuticals follows as the second largest employer with an estimated 1,761 employees. Frito Lay, Bass Pro Shops, and Walmart are the next largest private employers in Rancho Cucamonga. Page 375 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 17 Table 13: Rancho Cucamonga Firms by Industry, 2022 NAICS Industry Category Firms Percent 62 Health Care and Social Assistance 760 15.4% 44-45 Retail Trade 587 11.9% 54 Professional and Technical Services 511 10.3% 81 Other Services (except Public Administration) 469 9.5% 23 Construction 400 8.1% 72 Accommodation and Food Services 385 7.8% 52 Finance and Insurance 278 5.6% 31-33 Manufacturing 267 5.4% 42 Wholesale Trade 225 4.6% 53 Real Estate and Rental and Leasing 213 4.3% 56 Administration and Waste Management 194 3.9% 61 Educational Services 128 2.6% 48-49 Transportation and Warehousing 89 1.8% 71 Arts, Entertainment, and Recreation 83 1.7% 51 Information 74 1.5% 92 Public Administration 57 1.2% 11 Agriculture and Forestry 8 0.2% 55 Management of Companies 5 0.1% 22 Utilities 3 0.1% N/A 206 4.2% Total 4,942 Source: Data Axle, 2022. Page 376 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 18 Figure 19: Rancho Cucamonga Firms by Size, 2022 Source: Data Axle, 2022. Table 14: Rancho Cucamonga Largest Private Employers, 2022 Firm Number of Employees Percent Inland Empire Health Plan 2,005 3.3% Amphastar Pharmaceuticals 1,761 2.9% Frito Lay 600 1.0% Bass Pro Shops 500 0.8% Walmart 435 0.7% C & C Organization1 400 0.6% Coca-Cola Bottling Co 400 0.6% Arctic Mechanical 390 0.6% Macy's 380 0.6% Adecco 360 0.6% Bradshaw Home Inc 350 0.6% Superior Electric 350 0.6% 1 Parent company to Cask 'n Cleaver Steakhouse Source: Data Axle, 2022. 2,387 1,156 547 333 155 68 15 4 3 274 0 500 1,000 1,500 2,000 2,500 3,000 1 to 4 5 to 9 10 to 19 20 to 49 50 to 99 100 to 249 250 to 499 500 to 999 1000 to 4,999 UnknownShare of Total FirmsPage 377 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 19 Industry Sectors This section describes the relative size, rate of growth, and concentration of employment in industry sectors in Rancho Cucamonga compared to San Bernardino County and the State of California. Table 15 and Figure 20 show that Rancho Cucamonga’s greatest share of employment is in manufacturing. There are approximately 8,900 manufacturing jobs in Rancho Cucamonga, which account for 12.4 percent of the City’s total jobs. Rancho Cucamonga’s next largest industry is accommodation and food services (7,801 jobs), followed by retail trade (7,562 jobs) and health care and social assistance (6,974 jobs). Table 16 shows that the fastest-growing industry in Rancho Cucamonga is finance and insurance, which grew by 150 percent from 2011 to 2019. Construction also grew significantly, increasing by more than double (108 percent). Figure 21 shows that Rancho Cucamonga’s finance and insurance industry and the construction industry grew outpaced San Bernardino County and the State. The City also marginally outpaced the County and the State in growth in the health care and social assistance industry. Table 17 and Figure 22 show the 2019 location quotient of Rancho Cucamonga relative to San Bernardino County and the location quotient of San Bernardino County to the State of California. A location quotient is a metric that provides a measure of how concentrated an industry is in an area.1 A location quotient of greater than 1.0 means an industry is concentrated in an area while a location quotient of less than 1.0 means an industry is not concentrated in an area. The highest location quotient for Rancho Cucamonga to San Bernardino County is for finance and insurance (3.4), which means that finance and insurance jobs are much more concentrated in Rancho Cucamonga than in the County overall. Additional concentrated industries in Rancho Cucamonga include manufacturing, construction, utilities, real estate, professional and technical services, and accommodation and food services. 1 The location quotient is the ratio of an area’s distribution of employment by industry in comparison to the distribution of the reference area. Page 378 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 20 Table 15: Employment by Industry, 2019 NAICS Industry Category Rancho Cucamonga San Bernardino County State of CA Jobs Share Jobs Share Jobs Share 31-33 Manufacturing 8,901 12.4% 54,233 7.7% 1,262,092 8.1% 72 Accommodation and Food Services 7,801 10.9% 58,147 8.3% 1,398,882 8.9% 44-45 Retail Trade 7,562 10.5% 77,499 11.0% 1,450,919 9.3% 62 Health Care and Social Assistance 6,974 9.7% 107,941 15.4% 2,173,287 13.9% 23 Construction 5,875 8.2% 37,870 5.4% 846,103 5.4% 61 Educational Services 5,610 7.8% 61,005 8.7% 1,362,968 8.7% 52 Finance and Insurance 5,545 7.7% 15,920 2.3% 518,531 3.3% 56 Administrative and Waste Management 5,474 7.6% 52,091 7.4% 988,261 6.3% 42 Wholesale Trade 4,550 6.3% 42,779 6.1% 661,106 4.2% 54 Professional and Technical Services 3,364 4.7% 22,935 3.3% 1,266,358 8.1% 48-49 Transportation and Warehousing 2,873 4.0% 82,856 11.8% 624,664 4.0% 81 Other Services (except Public Admin) 1,958 2.7% 18,365 2.6% 491,737 3.1% 92 Public Administration 1,600 2.2% 33,688 4.8% 716,257 4.6% 53 Real Estate and Rental and Leasing 1,373 1.9% 8,923 1.3% 273,969 1.8% 55 Management of Companies 702 1.0% 6,635 0.9% 263,485 1.7% 22 Utilities 695 1.0% 4,493 0.6% 106,183 0.7% 71 Arts, Entertainment, and Recreation 497 0.7% 10,141 1.4% 318,793 2.0% 51 Information 278 0.4% 4,652 0.7% 596,798 3.8% 11 Agriculture and Forestry 213 0.3% 2,050 0.3% 304,112 1.9% 99 N/A 0 0.0% 801 0.1% 18,786 0.1% Total Employment 71,845 703,024 15,643,291 Source: U.S. Census Bureau, LEHD, 2019. Page 379 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 21 Figure 20: Top Rancho Cucamonga Industry Sectors by Employment, 2019 Source: U.S. Census Bureau, LEHD, 2019. 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% Manufacturing Accommodation and Food Services Retail Trade Health Care and Social Assistance Construction Educational Services Finance and Insurance% Total EmploymentRancho Cucamonga San Bernardino County State of CA Page 380 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 22 Table 16: Percent Employment Growth by Industry, 2011 to 2019 NAICS Industry Category Rancho Cucamonga San Bernardino County State of CA 52 Finance and Insurance 150% 10% 1% 23 Construction 108% 62% 66% 92 Public Administration 49% -1% -3% 62 Health Care and Social Assistance 47% 44% 41% 11 Agriculture and Forestry 43% -8% 5% 71 Arts, Entertainment, and Recreation 38% 8% 17% 42 Wholesale Trade 35% 29% 3% 72 Accommodation and Food Services 31% 27% 29% 54 Professional and Technical Services 31% 11% 23% 53 Real Estate and Rental and Leasing 23% 27% 17% 61 Educational Services 16% 9% 7% 31-33 Manufacturing 10% 18% 4% 55 Management of Companies 4% -1% 24% 81 Other Services (except Public Admin) 1% -28% -26% 48-49 Transportation and Warehousing -5% 94% 46% 44-45 Retail Trade -12% 2% 4% 22 Utilities -40% -18% 1% 56 Administrative and Waste Management -41% 27% 27% 51 Information -46% -17% 44% 99 N/A -100% 30% -28% Source: U.S. Census Bureau, LEHD, 2011, 2019. Page 381 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 23 Figure 21: Select Fastest Growing Large Industry Sectors, 2019 Source: U.S. Census Bureau, LEHD, 2011, 2019. 0% 20% 40% 60% 80% 100% 120% 140% 160% Finance and Insurance Construction Health Care and Social Assistance Wholesale Trade Accommodation and Food Services Professional and Technical Services% Employment Growth 2011 to 2019Rancho Cucamonga San Bernardino County State of CA Page 382 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 24 Table 17: Location Quotient, 2019 NAICS Industry Category Rancho Cucamonga/San Bernardino County San Bernardino County/State of CA 52 Finance and Insurance 3.4 0.7 31-33 Manufacturing 1.6 1.0 23 Construction 1.5 1.0 22 Utilities 1.5 0.9 53 Real Estate and Rental and Leasing 1.5 0.7 54 Professional and Technical Services 1.4 0.4 72 Accommodation and Food Services 1.3 0.9 81 Other Services (except Public Admin) 1.0 0.8 42 Wholesale Trade 1.0 1.4 55 Management of Companies 1.0 0.6 56 Administration and Waste Management 1.0 1.2 11 Agriculture and Forestry 1.0 0.1 44-45 Retail Trade 1.0 1.2 61 Educational Services 0.9 1.0 62 Health Care and Social Assistance 0.6 1.1 51 Information 0.6 0.2 71 Arts, Entertainment, and Recreation 0.5 0.7 92 Public Administration 0.5 1.0 48-49 Transportation and Warehousing 0.3 3.0 Source: U.S. Census Bureau, LEHD, 2019. Page 383 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 25 Figure 22: Most Concentrated Industries, 2019 Source: U.S. Census Bureau, LEHD, 2019. Industry Sectors Summary Figures 23 to 25 combine location quotient, employment growth, and employment size by industry sector into one display. Figure 23 shows the size of industry sectors in the City and whether they are growing and concentrated in Rancho Cucamonga. In the figure, the finance and insurance sector stands out from the other industries. Finance and insurance is a moderately sized sector in terms of employment and is highly concentrated and growing quickly in the City. Other concentrated and growing industries in Rancho Cucamonga include manufacturing, real estate, professional and technical services, accommodations and food services, and construction. Figure 24 shows the size of industry sectors in San Bernardino County and whether they are growing and concentrated in the County. Transportation and warehousing is highly concentrated and growing rapidly in the County. This contrasts significantly with Rancho Cucamonga, as Figure 23 shows, transportation and warehousing is not concentrated in the City and employment has shrunk somewhat since 2011. Health care and social assistance, which is a relatively large and fast-growing industry in Rancho Cucamonga and the County, is somewhat concentrated in the County but not very concentrated in the City. Figure 25 shows the size of industry sectors in San Bernardino County and whether they are growing in the County and how concentrated they are in Rancho Cucamonga. This figure demonstrates which industries may represent opportunities for growth in Rancho Cucamonga. Finance and insurance, manufacturing, professional and technical services, real estate, accommodation and food services are all growing sectors in the County that are also concentrated in Rancho Cucamonga. Construction jobs, which are growing particularly fast in the County are also notably concentrated in Rancho Cucamonga. Rancho Cucamonga may be well positioned to attract and grow these industries that are expanding in the local region. 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Finance and Insurance Manufacturing Construction Utilities Real Estate Professional and Technical Services Accommodation and Food ServicesLocation QuotientRancho Cucamonga/San Bernardino County San Bernardino County/State of CA Page 384 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 26 Figure 23: Industries by Concentration in Rancho Cucamonga and Growth in Rancho Cucamonga, 2011-2019 Note: The size of the dot reflects the number of jobs per industry sector. Source: U.S. Census Bureau, LEHD, 2011, 2019. Agriculture and Forestry Utilities Construction Manufacturing Wholesale Trade Retail Trade Transportation and Warehousing Information Finance and Insurance Real Estate and Rental and Leasing Professional and Technical ServicesManagement of Companies Administrative and Waste Management Educational Services Health Care and Social Assistance Arts, Entertainment, and Recreation Accommodation and Food ServicesOther Services (except Public Admin) Public Administration 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 -100%-50%0%50%100%150%200%LQ Rancho Cucamonga/San Bernardino CountyRancho Cucamonga Employment Growth 2011-2019 Growing in the City & Concentrated in the City Declining in the City & Not Concentrated in the City Growing in the City & Not Concentrated in the City Declining in the City & Concentrated in the City Page 385 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 27 Figure 24: Industries by Concentration in San Bernardino County and Growth in San Bernardino County, 2011-2019 Note: The size of the dot reflects the number of jobs per industry sector. Source: U.S. Census Bureau, LEHD, 2011, 2019. Agriculture and Forestry Utilities Construction Manufacturing Wholesale Trade Retail Trade Transportation and Warehousing Information Finance and Insurance Real Estate Professional and Technical Services Management of Companies Administrative and Waste Management Educational Services Health Care and Social Assistance Arts, Entertainment, and Recreation Accommodation and Food ServicesOther Services (except Public Admin) Public Administration 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 -150%-100%-50%0%50%100%150%LQ San Bernardino County/ State of CASan Bernardino County Employment Growth 2011-2019 Declining in the County & Concentrated in the County Growing in the County & Not Concentrated in the County Growing in the County & Concentrated in the County Declining in the County & Not Concentrated in the County Page 386 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 28 Figure 25: Industries by Concentration in Rancho Cucamonga and Growth in San Bernardino County, 2011-2019 Note: The size of the dot reflects the number of jobs per industry sector. Source: U.S. Census Bureau, LEHD, 2011, 2019. Agriculture and Forestry Utilities Construction Manufacturing Wholesale Trade Retail Trade Transportation and Warehousing Information Finance and Insurance Real Estate Professional and Technical ServicesManagement of Companies Administrative and Waste Management Educational Services Health Care and Social Assistance Arts, Entertainment, and Recreation Accommodation and Food Services Other Services (except Public Admin) Public Administration 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 -150%-100%-50%0%50%100%150%LQ Rancho Cucamonga/ San Bernardino CountySan Bernardino County Employment Growth 2011-2019 Growing in the County & Concentrated in the City Declining in the County & Not Concentrated in the City Growing in the County & Not Concentrated in the City Declining in the County & Concentrated in the City Page 387 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 29 Market Analysis This section describes the current and historic performance of residential and commercial land uses in Rancho Cucamonga. The analysis relies on data from online real estate platforms Redfin and Zillow and data from the private real estate data source CoStar. Residential Market Rancho Cucamonga’s home prices are relatively high compared to prices in the local region but are more moderately priced compared to Greater Los Angeles and the State of California overall. Figure 26 shows that home prices are much higher in Rancho Cucamonga compared to San Bernardino County and less than the neighboring Los Angeles Metro Area and the State. Among nearby cities, Rancho Cucamonga has the second highest home prices following Eastvale and higher home prices than Ontario, Fontana, Redlands, Riverside, and San Bernardino (Figure 27). Compared to other comparable Southern California jurisdictions, Rancho Cucamonga’s home prices are much less than in Irvine and Pasadena (Figure 28). Monthly rents are higher in Rancho Cucamonga compared to San Bernardino County, but somewhat on par with the Greater Los Angeles Area (Figure 29). Among neighboring cities, rents in Rancho Cucamonga are higher than in Redlands, Ontario, Riverside, and San Bernardino, but Rancho Cucamonga rents are lower than in Eastvale and Fontana (Figure 30). The City of Irvine has much higher rents than Rancho Cucamonga, but rents in Rancho Cucamonga are similar to those in Pasadena (Figure 31). Figure 26: Median Home Sales Price, 2012 to 2022 Source: Redfin, December 2022. $0K $100K $200K $300K $400K $500K $600K $700K $800K $900K $1,000K 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Median Sales Price (Nominal Dollars)Los Angeles Metro Area State of California Rancho Cucamonga San Bernardino County Page 388 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 30 Figure 27: Median Home Sales Price, Neighboring Cities, 2012 to 2022 Source: Redfin, December 2022. Figure 28: Median Home Sales Price, Comparable Southern California Jurisdictions, 2012 to 2022 Source: Redfin, December 2022. $0K $100K $200K $300K $400K $500K $600K $700K $800K $900K $1,000K 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Median Sales Price (Nominal Dollars)Eastvale Rancho Cucamonga Ontario Fontana Redlands Riverside San Bernardino $0K $200K $400K $600K $800K $1,000K $1,200K $1,400K $1,600K 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Median Sales Price (Nominal Dollars)Irvine Pasadena Rancho Cucamonga Page 389 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 31 Figure 29: Average Monthly Rent, 2015 to 2022 Source: Zillow, November 2022. Figure 30: Average Monthly Rent, Neighboring Cities, 2015 to 2022 Source: Zillow, November 2022. $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 $2,200 $2,400 $2,600 $2,800 $3,000 2015 2016 2017 2018 2019 2020 2021 2022Monthly Rent (Nominal Dollars)Los Angeles Metro Rancho Cucamonga San Bernardino County $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2015 2016 2017 2018 2019 2020 2021 2022Monthly Rent (Nominal Dollars)Eastvale Fontana Rancho Cucamonga Riverside Ontario Redlands San Bernardino Page 390 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 32 Figure 31: Average Monthly Rent, Comparable Southern California Jurisdictions, 2015 to 2022 Source: Zillow, November 2022. Commercial Land Use Market National Trends Retail and COVID-19 Rancho Cucamonga’s local retail market is influenced by larger-scale national trends. Over the last decade, retail markets have been shifting and reorganizing in large part due to the growth of e-commerce. However, while increased online sales have reduced the demand for in-store sales, there has been an increased demand for experiential retail such as restaurants, bars, and gyms. Over the last two years, the COVID-19 pandemic disrupted brick and mortar retail stores of all types and accelerated the shift in demand for online sales of physical goods. While the details of the long-term recovery from COVID-19 for the retail market are uncertain, the market will likely rebound while perhaps also changing to accommodate new trends enabled by new technologies and consumer expectations regarding convenience such as contactless shopping.1 Commercial Land Use Trends Rancho Cucamonga has approximately 5.2 million square feet of office space, 8.5 million square feet of retail space, and 40.9 million square feet of industrial space. The City’s office, retail, and industrial space account for a significant proportion of total space in San Bernardino County. Of the County’s total commercial space, Rancho Cucamonga accounts for 13 percent of total office space, 9 percent of total retail space, and 9 percent of total industrial space. Rancho Cucamonga’s commercial land uses are performing better than in the County overall. The City’s office, retail, and industrial rents are higher compared to the County, and vacancies are on par or lower 1https://www2.deloitte.com/content/dam/Deloitte/us/Documents/consumer-business/us-cb-covid-recession-2020.pdf $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2015 2016 2017 2018 2019 2020 2021 2022Monthly Rent (Nominal Dollars)Irvine Pasadena Rancho Cucamonga Page 391 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 33 than in the County. Figures 32 and 33 also demonstrate the strong performance of Rancho Cucamonga’s commercial land uses. Since 2010, rents for all commercial land uses have increased and vacancies have decreased. However, during this period, only industrial space has increased by a notable amount in the City. From 2010 to 2022, office space increased by one percent and retail space increased by 4 percent, while industrial space increased by 16 percent (Table 19). Table 18: Commercial Land Use Summary, 2022 Building Sf. Building Sf. % of County Average Monthly Rent Vacancy % Office Rancho Cucamonga 5,263,228 13% $2.17 5.4% San Bernardino County 40,114,155 100% $1.93 5.5% Retail Rancho Cucamonga 8,492,590 9% $1.99 4.4% San Bernardino County 95,932,505 100% $1.68 6.5% Industrial Rancho Cucamonga 40,896,511 9% $1.35 1.6% San Bernardino County 449,628,749 100% $1.30 1.7% Source: CoStar, 2022. Table 19: Commercial Land Use Net Increase, 2010 to 2022 Rancho Cucamonga San Bernardino County Number Percent Number Percent Building Sf. Office 28,022 1% 990,728 3% Retail 293,676 4% 6,129,416 7% Industrial 5,744,197 16% 127,330,102 40% Average Monthly Rent Office $0.57 36% $0.39 25% Retail $0.36 22% $0.36 27% Industrial $0.97 255% $0.94 261% Vacancy Office -16.9% -76% -9.1% -62% Retail -3.4% -44% -2.6% -29% Industrial -5.1% -76% -7.7% -82% CoStar, 2022. Page 392 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 34 Figure 32: Rancho Cucamonga Commercial Land Use Rents, 2010 to 2022 Source: CoStar, 2022. Figure 33: Rancho Cucamonga Commercial Land Use Vacancy, 2010 to 2022 Source: CoStar, 2022. $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Average Monthly RentOffice Retail Industrial 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Vacancy PercentOffice Retail Industrial Page 393 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 35 Figure 34: Rancho Cucamonga Commercial Land Use Building Sf., 2010 to 2022 Source: CoStar, 2022. Target Industry Sectors The previous sections in this memo describe employment trends in Rancho Cucamonga using broadly defined categories, such as manufacturing and retail trade. This section examines subsets of those categories that more specifically define the type of employment in Rancho Cucamonga. More detailed categories were examined to identify specialized industries that are well-positioned to grow and diversify the City’s economy. This section also describes leading private sector employers for these target industries in the City. The specialized industry sectors in Rancho Cucamonga were defined as those that employ a significant number of workers and are highly concentrated in the City. The specialized industries identified in this analysis include advanced manufacturing; medical manufacturing; food and beverage manufacturing; finance, insurance and real estate, and professional services. Advanced Manufacturing Advanced manufacturing is characterized by manufacturing activity involving technology innovation and requiring skilled workers with technical knowledge and training. Advanced manufacturers span industries that include the production of aerospace equipment, medical devices, and computer components. In Rancho Cucamonga, there are approximately 2,000 advanced manufacturing jobs in the city (excluding medical manufacturing jobs). Among the largest aerospace manufacturing companies in the City include Air Components Inc, Hartwell Corporation, and Pneudraulics Inc. Among electronic manufacturers, the City’s largest employers include Arlon Electronic Materials, Celco-Pacific Division, Mercury United Electronics Inc, and VPG Transducers. Medical Manufacturing Medical manufacturing could be considered part of the advanced manufacturing industry category, but on its own, it represents a sizeable portion of jobs (approximately 2,000 jobs) in the City of Rancho Cucamonga. 0 5 10 15 20 25 30 35 40 45 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Building sf. (Millions)Office Retail Industrial Page 394 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 36 Medical Manufacturing is also highly concentrated in the City relative to San Bernardino County. The industry involves the production of medical equipment and medicine. Most of the medical manufacturing jobs in Rancho Cucamonga are with the firm Amphastar Pharmaceuticals, which is one of the City’s largest employers (Table 14). Other significant employers include medical device and surgical instrument manufacturers such as Comar, Mediflex Inc, and Eagle Labs. Food and Beverage Manufacturing Food and beverage manufacturing is a unique segment of Rancho Cucamonga’s overall manufacturing sector that contains about 1,400 jobs and is somewhat concentrated relative to San Bernardino County. Frito Lays, Coca-Cola, Cerenzia Foods Inc, and Evolution Fresh are among the City’s largest food and beverage manufacturers. Mizkan America and Nongshim USA are examples of international manufacturers that also employ a significant number of workers in the City. This sector also includes several breweries that provide the added benefit of being an attractive amenity and potential regional destination in Rancho Cucamonga. Finance, Insurance, and Real Estate Rancho Cucamonga contains a high concentration of the local region’s finance, insurance and real estate industry (sometimes referred to as FIRE industries) employment. There are approximately 5,800 FIRE jobs in the City that account for 9.4 percent of total employment. Insurance-related activity accounts for about half of the FIRE jobs in Rancho Cucamonga, of which are employed at offices of national insurance providers such as First American Title and CorVel Corporation, and in small to medium-sized insurance broker firms. In addition to several national banking branches, a large portion of the finance-related companies in Rancho Cucamonga are small mortgage lenders, portfolio management and investment firms. Among real estate-related firms, most in the City are medium to small offices of real estate agents and brokers. Professional Services Professional service firms range from engineering and design companies to legal and accounting firms. The professional service industry complements other target industries such as advanced manufacturing through related research and administrative activity. Large professional service employers in the City include aerospace and engineering companies such as CDM Smith and Atlas Testing Laboratories. Rancho Cucamonga’s professional services industry also consists of several small, local offices that provide legal, tax, and design services that serve the local and regional community. Page 395 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 37 Table 20: Target Industry Sectors Summary, 2021 Industry Rancho Cucamonga Jobs Share of Rancho Cucamonga Jobs Rancho Cucamonga/San Bernardino County LQ Manufacturing Industries Advanced Manufacturing 1,974 3.2% 2.7 Medical Manufacturing 1,955 3.2% 5.8 Food and Beverage Manufacturing 1,398 2.3% 1.3 Office Industries Finance, Insurance, and Real Estate 5,789 9.4% 3.3 Professional Services 2,707 4.4% 2.7 Source: Data Axel, 2022; QCEW, 2021. Comparable Market Areas This section summarizes the analysis of neighboring communities and comparable Southern California jurisdictions to determine how Rancho Cucamonga might compete for retention and attraction of employers and service providers across land uses and industry sectors. Table 21 summarizes key demographic and employment characteristics for Rancho Cucamonga and neighboring cities discussed in previous sections of the memo, and Table 22 shows these key characteristics indexed to Rancho Cucamonga’s characteristics. Table 22 shows that Riverside, San Bernardino, and Ontario are larger than Rancho Cucamonga in population and total employment but have less educated residents with lower incomes. Fontana while having a larger resident population than Rancho Cucamonga has a smaller employment base. Fontana like Riverside, San Bernardino, and Ontario also has less educated residents and with lower incomes than Rancho Cucamonga. Redlands and Eastvale have smaller populations and employment bases than Rancho Cucamonga, but their residents are generally more educated and Eastvale’s residents have higher incomes. Redland and Eastvale have also experienced faster job growth from 2011 to 2019 than Rancho Cucamonga. Tables 21 and 22 show that Rancho Cucamonga is highly competitive compared to its neighboring cities. Rancho Cucamonga is balanced well by a relatively large employment base, highly educated residents, and residents with high incomes. Among the neighboring cities, Riverside and Fontana may be generally the most competitive with Rancho Cucamonga for attracting residents and employers. Riverside has a larger employment base and somewhat lower incomes of residents. While the share of residents with a bachelor's degree or higher is relatively low in Redlands, it is the highest among the neighboring cities with a larger employment base than Rancho Cucamonga. Fontana’s employment base is somewhat smaller than Rancho Cucamonga’s, but Fontana is adding jobs at a more significant rate. Fontana’s resident incomes are also only somewhat lower, but the concentration of highly educated residents is much lower than in Rancho Cucamonga. The cities of Redlands and Eastvale may be competitive with Rancho Cucamonga for attracting highly skilled workers, although the small employment base in both cities may disadvantage them. Tables 23 and 24 show Rancho Cucamonga compared to Irvine and Pasadena. Rancho Cucamonga is currently less comparable to these cities than to its neighboring cities but still shares some notable characteristics. Irvine has a larger and faster growing resident population and employment base than Page 396 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 38 Rancho Cucamonga, and Irvine has a higher concentration of highly educated residents and higher incomes. Irvine’s employment base is also currently structured somewhat differently compared to Rancho Cucamonga. While Irvine also has a sizable manufacturing sector (13 percent of total jobs), 1 the city’s largest sector is in professional, scientific and technical services, which accounts for 17 percent of total jobs compared to approximately 5 percent of jobs in Rancho Cucamonga (Table 15). However, Rancho Cucamonga has an expanding professional, scientific and technical services industry, and like Irvine has high access to education and an airport.2 Compared to Irvine, Rancho Cucamonga currently shares more in common with Pasadena. Incomes are slightly higher in Rancho Cucamonga than in Pasadena, and while Pasadena has a larger employment base, it is not growing as fast as Rancho Cucamonga. However, there is a larger share of higher-educated residents in Pasadena relative to Rancho Cucamonga. Like Irvine and Rancho Cucamonga, Pasadena has high access to higher education institutions and is relatively close to an airport (Burbank Airport). Table 21: Neighboring Cities Attributes Summary Total Population (2021) Population Growth (2010-2021) Bachelor's Degree or Higher (2021) Median Income (2021) Total Employment (2019) Job Growth (2011-2019) Rancho Cucamonga 173,946 8.2% 37% $97,046 62,463 15% Riverside 314,858 4.8% 24% $76,755 128,236 14% San Bernardino 220,821 5.6% 22% $55,372 94,509 10% Fontana 208,087 9.8% 20% $83,468 53,640 25% Ontario 175,223 6.1% 19% $71,908 87,077 34% Redlands 72,649 5.5% 44% $87,184 26,025 29% Eastvale 68,539 39.5% 41% $141,827 14,486 197% 1 U.S. Census Bureau, LEHD 2019. 2 The City of Irvine is home to the University of California Irvine and is located near John Wayne Airport. Page 397 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 39 Table 22: Neighboring Cities Indexed to Rancho Cucamonga Total Population (2021) Population Growth (2010-2021) Bachelor's Degree or Higher (2021) Median Income (2021) Total Employment (2019) Job Growth (2011-2019) Rancho Cucamonga 100% 100% 100% 100% 100% 100% Riverside 181% 58% 65% 79% 205% 92% San Bernardino 127% 68% 60% 57% 151% 66% Fontana 120% 120% 53% 86% 86% 167% Ontario 101% 74% 51% 74% 139% 229% Redlands 42% 67% 120% 90% 42% 196% Eastvale 39% 482% 113% 146% 23% 1313% Table 23: Southern California Comparable Cities Attributes Summary Total Population (2021) Population Growth (2010-2021) Bachelor's Degree or Higher (2021) Median Income (2021) Total Employment (2019) Job Growth (2011-2019) Rancho Cucamonga 173,946 8.2% 37% $97,046 62,463 15% Irvine 297,868 49.6% 69% $114,027 257,836 25% Pasadena 138,771 1.7% 53% $89,661 98,366 5% Table 24: Southern California Comparable Cities Indexed to Rancho Cucamonga Total Population (2021) Population Growth (2010-2021) Bachelor's Degree or Higher (2021) Median Income (2021) Total Employment (2019) Employment Growth (2011-2019) Rancho Cucamonga 100% 100% 100% 100% 100% 100% Irvine 171% 606% 188% 117% 413% 166% Pasadena 80% 21% 146% 92% 157% 31% Page 398 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 40 Retail Analysis This section describes retail spending trends in Rancho Cucamonga and reviews categories of retail businesses and their potential “fit” for Rancho Cucamonga. Restaurant and food and beverage sales are stronger in Rancho Cucamonga compared to the County overall. In 2021, estimated taxable sales per household for food services and driving and food and beverage services were higher in Rancho Cucamonga than in San Bernardino County. The City also had stronger sales in home furnishing and appliances and about the same performance of sales for general merchandise. Sales were stronger in several categories in the County compared to Rancho Cucamonga including apparel, automotive-related parts and services, and other retail. Figure 35: Taxable Sales per Household, 2021 Source: ACS, 5-Year Est, 2021; California Department of Tax and Fee Administration, 2021. Retail Fit Analysis This section reviews a select group of retail categories and the likelihood of businesses locating in Rancho Cucamonga based on the location preferences of the businesses. • Grocery Stores. Rancho Cucamonga is currently a strong fit for grocery stores specializing in products from Central and South America (Table 25). Northgate Market and Cardenas Market both target areas to locate with highly concentrated Hispanic and Latino populations. A large share of Rancho Cucamonga’s population identifies as Hispanic or Latino (Tables 3 and 4). The City is only a moderate fit for higher-end grocery stores such as Gelson’s and Whole Foods. These businesses typically prefer locations with higher population densities. $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Taxable Sales Per HouseholdRancho Cucamonga San Bernardino County Page 399 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 41 • Restaurants. Rancho Cucamonga is currently a strong fit for fast casual and mid-tier full-service restaurants but may have trouble attracting high-end full-service restaurants (Table 26). The relatively high incomes in Rancho Cucamonga are an attractive quality for restaurant businesses, and the City’s concentration of college-educated residents is particularly preferable to fast casual restaurants. High-end full-service restaurants generally prefer to locate near areas with strong office and hotel activity, and in areas with higher population density than currently in Rancho Cucamonga. • Coffee Shops. Coffee shops in general prefer to locate in areas with high morning and daytime populations and areas with college-educated residents (Table 27). Rancho has a well-educated, relatively wealthy population, which is attractive for coffee businesses. Among the types of coffee shops, Rancho Cucamonga is a fit for mid-tier coffee shops (Table 25). Examples of these types of coffee shops include Dutch Bros. Coffee and Peet's Coffee & Tea. Higher-tier coffee businesses such as Blue Bottle Coffee, Philz, and Verve, prefer to locate in areas with higher population densities than found in Rancho Cucamonga such as Downtown Santa Monica and Downtown Pasadena, where some of these businesses are currently located. • Breweries. High to mid-tier breweries are likely to locate in Rancho Cucamonga (Table 28). The City’s demographics are generally a good fit, including the preferred age range for some breweries, which is between 34 to 54 years. However, some breweries may prefer locations with higher population densities than currently in Rancho Cucamonga. Table 25: Retail Fit Grocery Stores Summary Category Rancho Cucamonga Existing Fit Example Businesses Sf. Size Requirements Min. Population Within 1-3 Miles Avg. Household Income High-End Moderate Gelson's Markets, Bristol Farms, Whole Foods Market 20,000 - 60,000 200,000 $75,000 Targeted Strong Northgate Market, Cardenas Market - - Retail Lease Trac, 2022. Page 400 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 42 Table 26: Retail Fit Restaurants Summary Category Rancho Cucamonga Existing Fit Example Businesses Sf. Size Requirements Min. Population Within 1-3 Miles Avg. Household Income High-End Full-Service Moderate Morton's Steakhouse, Il Fornaio, Ocean Prime Seafood Steaks & Cocktails, Truluck's, Nick's Restaurants, Meat On Ocean, Mastro's Steakhouse 3,000 - 11,000 200,000 $75,000 Mid-Tier Full-Service Strong Mixt, Breakfast Republic, The Boiling Crab, Bonefish Grill, Eureka!, Wood Ranch BBQ & Grill, Sage Plant Based Bistro & Brewery 2,000 - 6,500 35,000 $75,000 Fast Casual Strong Cava Grill, Einstein Bros., Noah's Bagels, Le Pain de Quotidien, Lemonade, Mendocino Farms, Salt and Straw, Tender Greens, Umami Burger 1,000 - 4,500 - $60,000 Retail Lease Trac, 2022. Table 27: Retail Fit Coffee Shops Summary Category Rancho Cucamonga Existing Fit Example Businesses Sf. Size Requirements Min. Population Within 1-3 Miles Avg. Household Income Top-Tier Moderate Blue Bottle Coffee, Philz Coffee, Verve Coffee Roasters, Intelligentsia 1,500 - 2,500 200,000 $60,000 Mid-Tier Strong Dutch Bros. Coffee, Peet's Coffee & Tea, Better Buzz Coffee, Urth Caffe 800 - 2,500 20,000 - 100,000 $50,000 Retail Lease Trac, 2022. Page 401 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 43 Table 28: Retail Fit Breweries Summary Category Rancho Cucamonga Existing Fit Example Businesses Sf. Size Requirements Min. Population Within 1-3 Miles Avg. Household Income Mid-Tier Strong Voodoo Brewing Co., Granite City Food & Brewery, Board & Brew, BJ's Restaurant & Brewhouse 5,000 - 8,000 150,000 $60,000 Retail Lease Trac, 2022. Page 402 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 44 Appendix Table A-1: Target Industry Definitions NAICS Industry Rancho Cucamonga Employment (2021) Food and Beverage Manufacturing 1,398 3118 Bakeries and Tortilla Manufacturing 82 3119 Other Food Manufacturing 145 3121 Beverage Manufacturing 458 4244 Grocery and Related Product Merchant Wholesalers 713 Medical Manufacturing 1,955 3254 Pharmaceutical and Medicine Manufacturing 1,771 3391 Medical Equipment and Supplies Manufacturing 91 4242 Drugs and Druggists' Sundries Merchant Wholesalers 25 423450 Medical, Dental, and Hospital Equipment and Supplies Merchant Wholesalers 68 Advanced Manufacturing 1,974 3241 Petroleum and Coal Products Manufacturing 13 3252 Resin, Synthetic Rubber, and Artificial and Synthetic Fibers/Filaments Manufacturing 62 3259 Other Chemical Product and Preparation Manufacturing 29 3271 Clay Product and Refractory Manufacturing 4 3311 Iron and Steel Mills and Ferroalloy Manufacturing 120 3313 Alumina and Aluminum Production and Processing 34 3315 Foundries 180 3331 Agriculture, Construction, and Mining Machinery Manufacturing 21 3332 Industrial Machinery Manufacturing 119 3333 Commercial and Service Industry Machinery Manufacturing 438 3336 Engine, Turbine, and Power Transmission Equipment Manufacturing 8 3339 Other General Purpose Machinery Manufacturing 23 3344 Semiconductor and Other Electronic Component Manufacturing 228 3345 Navigational, Measuring, Electromedical, and Control Instruments Manufacturing 48 3363 Motor Vehicle Parts Manufacturing 46 3364 Aerospace Product and Parts Manufacturing 227 3369 Other Transportation Equipment Manufacturing 10 3399 Other Miscellaneous Manufacturing 364 Page 403 of 404 City of Rancho Cucamonga | Economic Development Strategic Plan | Background Report 2023 45 NAICS Industry Rancho Cucamonga Employment (2021) Finance, Insurance, and Real Estate 6,389 5241 Insurance Carriers 2,110 5242 Agencies, Brokerages, and Other Insurance Related Activities 776 5221 Depository Credit Intermediation 448 5222 Nondepository Credit Intermediation 516 5223 Activities Related to Credit Intermediation 29 5231 Securities and Commodity Contracts Intermediation and Brokerage 4 5239 Other Financial Investment Activities 244 5259 Other Investment Pools and Funds 10 5311 Lessors of Real Estate 199 5312 Offices of Real Estate Agents and Brokers 1,392 5313 Activities Related to Real Estate 61 Professional Services 2,707 5411 Legal Services 683 5412 Accounting, Tax Preparation, Bookkeeping, and Payroll Services 533 5413 Architectural, Engineering, and Related Services 937 5414 Specialized Design Services 103 5418 Advertising, Public Relations, and Related Services 451 Source: Data Axel, 2022. Page 404 of 404 Economic Development Strategy Planning and Economic Development Department October 4, 2023 General Plan Economic Development Strategy | 2023 The General Plan lays out a path towards building a 21st century world-class community that is grounded in the foundational core values Health |Equity |Stewardship 2 Economic Development Division Economic Development Strategy | 2023 •Hiring of new team members •Preparing a Marketing and Communications Plan •Updating the 2015 Economic Development Strategic Plan 3 About EDS Economic Development Objectives Economic Development Strategy | 2023 Improve health outcomes through economic attainment 4 Provide high-quality public services and amenities Grow the local economy Diversify the local economy Build economic health and long-term fiscal resiliency Strengths, Opportunities and Challenges Economic Development Strategy | 2023 5Economic Development Strategy | 2023Economic Development Strategy | 2023 Strengths* Economic Development Strategy | 2023 •High-quality transportation access •Located near major population and employment centers •Proximity to complementary manufacturing businesses and skilled talent in the local region •Access to education opportunities that complement key industries in Rancho Cucamonga •Strong performing commercial real estate •World class public safety improves trust, desirability and attractiveness of the Community or City 6* Partial list. To view full list of Strengths, refer to the Economic Development Strategy Challenges* Economic Development Strategy | 2023 •Lack of downtown/city core identity •Potential retail spending leakage •Lack of population densities to attract higher-end retailers •Mismatch between resident worker talent and city employment opportunities 7* Partial list. To view full list of Challenges, refer to the Economic Development Strategy Opportunities * Economic Development Strategy | 2023 •Leverage transportation infrastructure projects to build a thriving HART District •Attract high-wage and high-skill jobs that match City resident population •Expand entertainment options unique to Rancho Cucamonga 8* Partial list. To view full list of Opportunities, refer to the Economic Development Strategy Goals and Strategies Economic Development Strategy | 2023 9Economic Development Strategy | 2023 Economic Development Strategy | 2023 20XX 10 Goal #1 Grow and Diversify the City’s Economy •Grow the City’s Target Industry Sectors •Market to businesses the advantages of locating in the City •Recruit and retain international companies •Connect businesses with commercial space opportunities in the City •Support the construction and redevelopment of commercial properties Economic Development Strategy | 2023 11 Goal #2 Enhance the Quality of Life •Establish and promote the City’s Downtown location •Promote and grow the HART District •Host and sponsor community and special events •Explore potential locations in the City that may benefit from enhanced revenues and services •Promote the City’s historic cultural resources Economic Development Strategy | 2023 12 Goal #3 Expand Retail, Entertainment, and Hospitality •Explore opportunities for retail business recruitment •Cultivate a cluster of breweries, wineries, and tasting rooms in the City •Attract restaurants to the City that are destination driven •Explore opportunities to expand hospitality in the City Economic Development Strategy | 2023 13 Goal #4 Foster Growth of Local Businesses and Workforce •Expand higher education institutions in the City •Cultivate local innovation •Provide support for small businesses •Enhance data collection to track business activity in the City •Connect students, job seekers, and employers with workforce development opportunities Economic Development Strategy | 2023 14 Target Industries Economic Development Strategy | 2023 15Economic Development Strategy | 2023 Target Industries Advanced Manufacturing Medical Manufacturing Food and Beverage Manufacturing Finance, Insurance and Real Estate Professional and Medical Services Economic Development Strategy | 2023 16 Firms & Employment Economic Development Strategy | 2023 17 Location Quotient Economic Development Strategy | 2023 18 Industry Concentration & Growth Economic Development Strategy | 2023 19 Job Multipliers & Linkages 20XX Forward Linkages Wages earned are spent in other economic sectors. EX: Automobile workers & suppliers' employees spend income in restaurants & stores Backward Linkages Production in 1 industry depends on suppliers in others. EX: Automobile production =backward linkages to industries that produce tires, glass, steel, etc. Looking Ahead Economic Development Strategy | 2023 The EDS will advance the long-term vision of making Rancho Cucamonga the cultural and economic hub of the Inland Empire 21 Next Steps Economic Development Strategy | 2023 22 Presentation Action Planning Commission Comments and Feedback City Council Consideration to Approve Economic Development Strategy EDS Implementation Ongoing Upon Approval Thank you Economic Development Strategy | 2023 23