HomeMy WebLinkAboutR-2002-118 RESOLUTION NO. 2002-118
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
AUTHORIZING THE APPROVAL OF A LEASE AGREEMENT
FOR COMPUTER EQUIPMENT FROM DELL MARKETING,
L.P., WITHOUT COMPETITIVE BIDDING AND WITHOUT
ADVERTISEMENT FOR BIDS; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE
DATE.
r
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection (J), provides that during unusual conditions or emergencies, the city
commission may, by resolution, authorize the purchase by the city manager of
designated supplies, services, equipment and materials in amounts in excess of fifteen
thousand dollars ($15,000.00) without competitive bids and without advertisement for
bids; and
WHEREAS, the City Manager has determined that it is necessary to enter into a
lease agreement with Dell Marketing, L.P., for computer equipment over a 36 month
period with monthly payments of $855.02 with a total price not to exceed $30,850.00;
and
WHEREAS, the City Manager has determined that the computer equipment can
be leased at the least cost from Dell Marketing, L.P; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA-
Section 1. - That that certain Lease Agreement between Dell Marketing, L.P.
and the City of Dania Beach for the lease of computer equipment, in substantial form as
attached, is approved and the appropriate city officials are authorized to execute it.
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1 RESOLUTION NO. 2002-118
Section 2. That the City Manager and City Attorney are authorized to make
revisions to said Lease Agreement as are deemed necessary and proper for the best
9 rY p p
interests of the City.
Section 3. That the City Manager is authorized to pay the lease costs to Dell
Marketing, L.P. from the Information Services Division of the Finance Department.
Section 4. That all resolutions or parts of resolutions in conflict with this
resolution shall be repealed to the extent of such conflict.
Section 5. That this resolution shall be in force and take effect immediately upon
its passage and adoption.
PASSED and ADOPTED th' August, 2002.
•
R06 RT H. CHUNN, JR.
MAY R — COMMISSIONER
ATTEST: ROLL CALL:
COMMISSIONER BERTINO - YES
COMMISSIONER MCELYEA - YES
C ARLENE J t SON COMMISSIONER MIKES - YES
CITY CLERK VICE-MAYOR FLURY - YES
MAYOR CHUNN - YES
APPROVED AS TO FORM AND CORRECTNESS:
BY: I 1
THoMASUANSBRO
CITY ATTORNEY
•
2 RESOLUTION NO. 2002-118
AMENDMENT TO MUNICIPAL LEASE AGREEMENT
THIS AMENDMENT is made as of this day of ,2002.
City of Dania Beach("You"and"Your")and Dell Marketing, L.P. ("We","Us"and"Our")entered into a
Municipal Lease Agreement No. 1671633,dated (the"Lease")and hereby
mutually agree to amend the terms of the Lease as provided herein.
l. Subsection(e)of Section 14(Default; Damages) is hereby deleted in its entirety and replaced with the
following:
"(e)otherwise breach any provisions of this Master Lease or any Schedule,we may accelerate the remaining
balance due on this Master Lease and any Schedule,discounted at the rate of six percent(6%)per annum,and
demand the immediate return of the Equipment to us."
2. All references to the state of"Texas"are hereby deleted and replaced with"Florida"in Section 15 (Choice of
Law;Venue;Jurisdiction;Non-Jury Trial).
3. All provisions of the Lease not amended by this Amendment shall remain in full force and effect as set forth in
the Lease.
CITY OF DANIA BEACH DELL MARKETING, L.P.
By: By:
• Title: Title:
Date: Date:
R F
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PURCHASE ORDER BUNDLE
TO SUBMIT AS YOUR PURCHASE ORDER PLEASE COMPLETE, PRINT, SIGN AND FAX TO:
ATTN: Order Processing
FAX#(800)-391-3355
The Customer agrees to purchase the product(s) itemized on the quote number(s) indicated below
at the price(s) indicated, plus applicable taxes and shipping and handling charges, subject to the
applicable Dell terms and conditions.
Net 30 Payment Terms are subject to Credit Approval.
Additional financial information in the form of financial statements from previous years may be
required.
Is your purchase going to Export outside of the continental United States:
YES NO (please select one)
Your Dell Customer# is:
Your Quote number(s) are:
Your Purchase Order Number is:
Total Purchase Amount:
Is this purchase TAX EXEMPT? YES NO (please select one)
• Important information about Tax
If tax exempt, please fax Tax Exemption Certificate to (800)-391-3355. The fax must reference
the customer# listed on this Purchase Order Bundle
If you have any questions regarding your tax status please contact the Tax Department by calling
(800) 433-9019
----Billing/Invoice Address---- ---Delivery Address---
(Required) (Required)
ATTN:
I
Are you changing your Billinglinvoice Address? YES NO
If YES, a signed letter on Company letterhead authorizing the change must be included with this
paperwork. The letter must include your old and new address information.
Required Shipping Information:
What floor are you on? Do you have a receiving dock Y_ N_ Service Elevator Y_
Signature/Date(required):
Authorized Buyer Name (please print):
Title (please print):
• Phone#: EXHI �� us
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FED EX FROM
Dell Marketing, L.P.
Phone: 866-363-3355
Fax: 800-391-3355
Note: A signed Lease Agreement must be returned within 48 business hours.
Please call us immediately if there will be any delay.
Thermal Paper will not be accepted.
To: Vern Johnson, DANIA BEACH, CITY OF
Date: July 19, 2002
Congratulations! Your lease application has been approved!
In order to receive your equipment as soon as possible, please complete the attached lease documents
according to the instructions below. In the event you identify any errors in this package, do NOT correct
them. Please call 866-363-3355 for assistance. PLEASE NOTE: YOU WILL NEED TO SEND US A
CHECK IN THE AMOUNT OF $55.00` MADE PAYABLE TO DELL MARKETING, L.P. THIS CHECK
MUST BE DRAWN ON A BUSINESS ACCOUNT OF THE LESSEE. PLEASE DO NOT SEND A
TEMPORARY CHECK, PERSONAL CHECK OR THE CHECK OF AN AFFILIATED OR PARENT
COMPANY.
Instructions: (No stamped signatures accepted.)
1. Sign and date documents:
Should SIGN, TITLE and DATE:
2. Please place ALL of the above mentioned items in a FEDERAL EXPRESS OVERNIGHT
ENVELOPE and return as soon as possible to:
Dell Government Leasing & Finance
One Dell Way
Building 8 MSC:8747
Round Rock, TX 78664
Bill to FedEx account #1331-8210-1. Your order cannot be authorized until all of the documents are
completed as specified and returned.
3. Upon review of your documents, a Purchase Order will be forwarded to your supplier.
" Please Note: The amount due with this contract includes the following:
A Lease Processing fee of 855.00
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Thank you for your business. If you need further assistance, do not hesitate to call
866-363-3355. Enjoy your new equipment!
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TO: DANIA BEACH, CITY OF
DATE: July 19, 2002
PLEASE USE THE FOLLOWING GUIDELINES FOR COMPLETING THE FEDERAL
EXPRESS BILLING LABEL
YOU MAY NEED TO CALL YOUR LOCAL FEDERAL EXPRESS OFFICE TO
ARRANGE PICK-UP
BY USING THE BILLING # LISTED BELOW, YOU WILL NOT BE RESPONSIBLE FOR
SHIPMENT CHARGES
EXAMPLE OF FEDEX BILLING LABEL:
SECTION 1 (FROM) :
YOUR COMPANY'S ADDRESS & PHONE INFORMATION
SECTION 2 (LEAVE BLANK)
SECTION 3 (TO RECIPIENT) :
COMPANY: Fleet Capital Leasing -Global Vendor Finance
PHONE: 866-363-3355
ADDRESS: One Dell Way, Building 8, Box 8747
CITY/STATE/ZIP: Round Rock, Texas 78682
SECTION 4 (SERVICES)
CHECK BOX (FEDEX PRIORITY OVERNIGHT)
SECTION 5 (PACKAGING)
CHECK BOX (FEDEX LETTER)
SECTION 6 (LEAVE BLANK)
SECTION 7 (PAYMENT)
CHECK BOX( THIRD PARTY
FEDEX ACCT. NO. 1331-8210-1
SECTION 8 (LEAVE BLANK)
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Dell Marketing, L.P. DATED: 7/19/2002
• One Dell Way, Building 8, Box 8747
Round Rock, TX 78682
EQUIPMENT SCHEDULE
CUSTOMER PO#: SCHEDULE NO.:
1671633
THIS EQUIPMENT SCHEDULE INCORPORATES BY REFERENCE THE TERMS AND CONDITIONS OF
MASTER LEASE AGREEMENT NO. ("Master Lease") by and between Dell
Marketing, L.P. ("We" and "Us") and the Lessee named below("You").
This Schedule ("Schedule") is made pursuant to the above referenced Master Lease Agreement,
between us. Each term of the Master Lease Agreement is incorporated as if set out in full in
this Schedule. This Schedule constitutes a separate, assignable lease agreement which
incorporates the terms of the Master Lease. You acknowledge receipt of a copy of the Master
Lease, and also acknowledge that the Master Lease is in full force and effect.
LESSEE: SUPPLIER OF EQUIPMENT:
DANIA BEACH, CITY OF Dell-SLG
100 W BEACH BLVD One Dell Way, Building 8, Box 8747
DANIA, FL 33004 Round Rock, Texas 78682
EQUIPMENT DESCRIPTION: See attached Schedule A made a part hereof.
EQUIPMENT LOCATION: 100 W BEACH BLVD DANIA, FL 33004
Term in Months: Monthly Payment: Security Deposit/Advanced
36 Plus applicable taxes $855.02 payment: $0.00
NOTE: SECURITY DEPOSIT IS DUE UPON THE ACCEPTANCE OF THIS SCHEDULE BY US,AND WILL BE BILLED BY US.
We agree to lease to You and You agree to lease from Us the equipment ("Equipment") listed on the
attached Schedule A. You promise to pay to Us the Lease payments shown above over the Initial Term
shown above (and any renewal therof). The Initial lease Term for this Equipment Schedule commences
on the date this Equipment is accepted by You or seven (7) days after shipment, whichever occurs
first. This Lease may not be modified or rescinded except by a writing signed by us and you. THE
UNDERSIGNED AUTHORIZES US TO PURCHASE THE EQUIPMENT.
If we agree, you may sign this Schedule and transmit it to Us by facsimile ("fax") for forwarding to us
for acceptance. Dell Marketing L.P.'s fax number is 800-391-3355. If you transmit this Schedule by
fax, the fax version of the Schedule, as received by us, will constitute an original lease document
and will be binding on you as if it were manually signed. You waive notice of our acceptance of the
Schedule and waive receipt of a copy of the accepted Schedule.
THIS LEASE MAY NOT BE CANCELED.
. Lessee: please initial here to certit}-that_you have received and read this page.
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Accepted by:
DANIA BEACH, CITY OF Dell Marketing, L.P.
(LESSEE NAME) (LESSOR NAME)
Authorized Signer: By:
Print Name Print Name
Title: Title:
Date: Date:
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Dell Marketing, L.P.
SCHEDULE A (EQUIPMENT)
This Schedule A is executed under, and incorporates all of, the terms and conditions of that Master
Lease Agreement dated , by and between the Lessee named below and Dell Marketing, L.P.
("Lessor").
Lessee: DANIA BEACH, CITY OF Customer PO#:
Mailing Address: 100 W BEACH BLVD DANIA, FL 33004
Equipment Location: 100 W BEACH BLVD DANIA, FL 33004
Federal Tax ID: Phone: 954-924-3636 Fax: 954-921-2604
Supplier: Quantity Dell-SLG
Equipment: 4 Dell PowerEdge
Equipment: 1 Dell PowerVault
Equipment: 1 16 Port Switchbox
Equipment: 1 Mini Keyboard w/Trackball
Equipment: 1 Monitor
Equipment:
Equipment:
Equipment:
• Equipment:
Equipment
Term in Months: Monthly Payment: Security DepositlAdvanced
36 Plus applicable taxes $855.02 Payment: $0.00
Purchase Option
Lessor hereby grants to the above named Lessee, the option to purchase the Equipment ("Option")
covered by the aforesaid Lease for:
OPTION PRICE: $1.00 plus applicable sales tax, if any. Lessee may exercise such Option upon the
expiration of the term of said Lease (either the original term or any modification or extension thereof
mutually agreed upon in writing), provided, that, at the time, all rental and other sums payable by the
Lessee over the entire term of the Lease have been paid in full and the Lessee is not otherwise in default
thereof. Upon receipt of the Option Price, the Lessor will execute and deliver to the Lessee an"as is" bill of
sale of said Equipment, at its then location and in its then condition, without any warranty or representation
by, or recourse against, the Lessor.
Financed Amount $24,725.85
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Lessee: Please initial here to certify that you have received and read this page.
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LESSEE: DANIA BEACH, CITY OF
AUTHORIZED SIGNER:
Print Name:
Title:
Date:
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Dell Marketing, L.P. Municipal Master Agreement: 1671633
• One Dell Way, Building 8, Box 8747
Round Rock, TX 78682
Lessee Legal Name: DANIA BEACH, CITY OF
Dear Customer: This Municipal Master Lease ("Master Lease") is written in simple and easy to read language.
Please read this Master Lease thoroughly and feel free to ask us any questions you may have about it.The
words YOU and YOUR refer to the Lessee. The words WE, US, and OUR refer to the Lessor, Dell Marketing,
L.P.
MASTER AGREEMENT. The terms of this Agreement are master terms which may be incorporated into, and
constitute a part of, one or more Schedules between us and you. Each Schedule will constitute a separate,
assignable Lease Agreement which incorporates the terms of this Master Lease. When the term "Lease" is
used in this Master Lease; it will mean each Schedule individually, together with the terms of this Master
Lease. This Master Lease and each Schedule is a complete and exclusive statement of our Agreement
concerning the Schedule.
IMPORTANT: FOR THE SAKE OF CLARITY, PLEASE DISTINGUISH BETWEEN THE TERMS AND
CONDITIONS APPLICABLE TO THE LEASING TRANSACTION (AS STATED IN THIS MASTER LEASE
AND EACH SCHEDULE) AND THE TERMS AND CONDITIONS THAT GRANT WARRANTY RIGHTS IN
CONNECTION WITH THE MANUFACTURE AND SALE OF THE EQUIPMENT (AS STATED IN DELL'S
SERVICE AGREEMENT). THE LEASING RIGHTS AND OBLIGATIONS PROVIDED IN THIS MASTER
LEASE AND EACH SCHEDULE ARE NOT AFFECTED, BY THE ORAL STATEMENTS OR
REPRESENTATIONS OF THE MANUFACTURER'S SALES FORCE.
TERMS/CONDITIONS:
1. LEASE AGREEMENT, PAYMENTS: We agree to lease to you and you agree to lease from us the
Equipment ("Equipment") listed on any Schedule entered into by both of us. You promise to pay us the
Lease payments shown on any Schedule according to the terms of the Schedule.
2. GENERAL TERMS, EFFECTIVENESS: You agree to all the terms and conditions of this Master Lease
and each Schedule. The Equipment will not be used for personal, family or household purposes. If the
cost or taxes vary from the estimate, you agree that we may adjust the Lease payment and/or (Purchase)
Option Price accordingly upward or downward up to twenty percent (20%). You acknowledge receipt of a
copy of this Master Lease and each Schedule and acknowledge that you have selected the Equipment
covered by each Schedule. This Master Lease will be effective as of the Effective Date set forth below.
INDIVIDUAL SCHEDULE(S) WILL COMMENCE ON THE EARLIER OF THE DATE SPECIFIED ON
EACH SCHEDULE OR THE DATE YOU ACCEPT THE EQUIPMENT. UNLESS YOU NOTIFY US OF
YOUR REJECTION OF THE EQUIPMENT BEFORE SUCH TIME, THE EQUIPMENT SHALL BE
DEEMED ACCEPTED BY YOU SEVEN (7) BUSINESS DAYS AFTER THE DATE OF SHIPMENT,
SUBJECT TO ANY RIGHT OF RETURN PROVIDED BY THE MANUFACTURER. You appoint us as
your attorney-in-fact for the sole purpose of executing, delivering and recording financing statements on
your behalf to show our interest in the Equipment. You agree that we are authorized without notice to you,
to supply missing information or correct obvious errors in this Master Lease and any Schedule. Any
security deposit you have given us may be used by us to cover any costs or losses we may suffer due to
your default of any Lease. The security deposit is refundable upon expiration of the Lease, provided all
3. LATE CHARGES, OTHER CHARGES: If any payment is not made when due, you agree to pay a late
charge at the rate of ten percent (10%) of such late payment and each month thereafter, a finance charge
of one and one-half percent (1.5%) on any unpaid delinquent balance. You also agree to pay a
documentation fee of fifty-five dollars ($55.00).
4. RENEWAL: Unless the Schedule has a $1.00 purchase option, after the original term of a Schedule
expires, the Schedule will automatically renew for successive one (1) month terms unless you send us
written notice that you do not want it to renew at least sixty (60) days before the end of any term.
Lessee: please initial here to certify that you have received and read this page.
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5, EQUIPMENT OWNERSHIP: Title to the leased Equipment shall not pass to you unless and until you
exercise a purchase option and make the required purchase payment. You agree to keep the Equipment
free from liens and encumbrances.
6. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU "AS IS", WITH NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. We assign to you for the term of this Master Lease and each Schedule any
transferable manufacturer or supplier warranties. Neither us, nor any of our assignees, are liable to you for
any breach of those warranties; such warranties being the sole covenant and obligation of the Equipment
manufacturer or supplier. You agree that upon your acceptance of the Equipment, you will have no set-offs
or counter-claims against us.
For the sake of clarity, please distinguish between the general obligations of the manufacturer in
connection with the sale and performance of the Equipment, and the limited obligations of us, as lessor, as
stated in this Master Lease and each Schedule. Claims connected to the Equipment's performance must
be addressed by you directly with the Equipment manufacturer or supplier, separate and apart from the
leasing relationship, and you may not withhold lease payments during the pendency of such claims.
7 MAINTENANCE; USE; INSTALLATION: You are responsible for installation and maintenance of, and for
any damage to, the Equipment_ You must maintain and use the Equipment in compliance with all laws
and regulations. If the Equipment malfunctions, is damaged, lost or stolen, you agree to continue to make
all payments due under this Master Lease and each Schedule.
8. EQUIPMENT LOCATION: You will keep the Equipment only at the address shown on the Schedule and
you will not move it from that address unless you get our prior written consent.
9. INSURANCE: Until a Schedule is paid in full and the Equipment has been returned to us, you certify that
you are self-insured or you will: (a) keep the Equipment insured for its full replacement value against all
types of loss, including theft, and name us or our assignees as loss payee; and, (b) provide and maintain
an acceptable general public liability insurance policy. If you do not provide us with acceptable evidence
of insurance, we may, but will have no obligation to, obtain insurance for you and add a charge to your
monthly payment which will include the premium cost and related costs.
10. RISK OF LOSS: You shall bear the entire risk of loss with respect to any Equipment damage,
destruction, loss or theft. No event of loss shall relieve you of your obligation to make rental payments
under this Lease. If any item of Equipment is damaged you shall promptly notify us and, at your expense,
within thirty (30) days of such damage, cause all necessary repairs to be made to return the Equipment to
its previous condition. In the event of the condemnation, taking, loss, destruction, theft or damage beyond
repair of such Equipment; you shall promptly notify us and on the next rental payment date pay to us an
amount equal to the sum of(a) all past due rents and other past due amounts, (b) the present value of the
sum of all remaining unpaid rental payments due or to come due under the Lease during the term,
discounted at the interest rate implicit in the Lease, less one (1%) percent, plus (c) the amount of our
booked Lease end residual value. Upon our receipt of such payment in full, we shall transfer title to the
affected Equipment to you, AS IS, WHERE IS, WITHOUT ANY WARRANTY OF ANY KIND, free and
clear of all liens, claims and encumbrances.
11. LIABILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD
PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You agree to reimburse us for, and to defend us
against, any claims for losses or injuries caused by the Equipment and any costs or attorney fees relative
to those claims.
12. TAXES,' PERSONAL PROPERTY TAX FEES: You agree to pay us all personal property taxes assessed
against the Equipment and a related administration fee or at our sole election we may opt to charge you a
liquidated periodic personal property tax fee. In addition we may charge you a one time personal property
tax fee prior to lease termination to offset any potential assessed or pending personal property tax
exposure. You agree to reimburse us for applicable sales and/or use tax and all other taxes, fees, fines
and penalties which may be imposed, levied or assessed by any federal, state or local government or
agency which relate to this Master Lease and each Schedule, the Equipment or its use. Fines and
penalties will be limited to any incurred as a result of your failure to act in accordance with federal, state
and local tax laws and codes and/or the terms of this Lease. You agree to reimburse us for reasonable
costs incurred in collecting or paying any taxes, assessments, charges, penalties or fees.
Lessee: please initial here to certify that you have received and read this page.
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13. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE
• EQUIPMENT OR THIS MASTER LEASE OR ANY SCHEDULE. We may sell, assign or transfer all or any
part of this Master Lease, any Schedule and/or the Equipment. The new owner will have the same rights
that we have, but you agree you will not assert against the new owner any claims, defenses or set-offs that
you may have against us or any supplier. You agree that any assignment will not materially affect your
rights and benefits under this Master Agreement or any Schedule.
14. DEFAULT, DAMAGES: If you (a) fail to make any Lease payment when due or (b) become insolvent or
commence bankruptcy or receivership proceedings or have such proceedings commenced against you, or
(c) terminate your existence by merger, consolidation, sale of substantially all your assets, or (d) default
under any other agreement you have with us or our affiliates, or (e) otherwise breach any provision of this
Master Lease or any Schedule, we may accelerate the remaining balance due on this Master Lease and
any Schedule and demand the immediate return of the Equipment to us. If you do not return the
Equipment to us within ten (10) days of our notice of your default, you will also pay a liquidated Equipment
charge equal to the anticipated Lease-end residual value of the Equipment. We may also use any
remedies available to us under the Uniform Commercial Code or any other applicable law. You agree to
pay our attorney's fees at twenty-five percent (25%) of the amount you owe, plus all actual costs, including
all costs of any Equipment repossession. You waive any notice of our repossession or disposition of the
Equipment. By repossessing any Equipment, we do not waive our right to collect the balance due on any
Lease. We will not be responsible to you for any consequential or incidental damages. Our, delay or
failure to enforce our rights under this Master Lease and each Schedule will not prevent us from doing so
Pt a latar times
15. CHOICE OF LAW, JURISDICTION, VENUE, NON-JURY TRIAL: You and any guarantor agree that this
Agreement and each Schedule will be deemed fully executed and performed in the State of Texas and will
be governed by Texas law, however, in the event that we sell or assign this lease to another party, you
agree the lease will be construed in accordance with the laws of the state in which such third party
maintains its principal place of business. YOU AND ANY GUARANTOR ALSO EXPRESSLY AGREE TO:
(a) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE BY WHOSE LAWS THIS
LEASE IS TO BE CONSTRUED, (b) ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN SUCH
. STATE, AND (c) WAIVE ANY RIGHT TO A TRIAL BY JURY. Any charge in the Agreement and each
Schedule charge which exceeds the amount allowed by law shall be reduced to the maximum allowed.
16. FINANCE LEASE, AMENDMENTS: THIS MASTER AGREEMENT AND EACH SCHEDULE IS A
"FINANCE AGREEMENT" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN
("UCC"). THIS MASTER AGREEMENT AND EACH SCHEDULE MAY NOT BE AMENDED EXCEPT BY
A WRITING WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU
MAY HAVE UNDER UCC 2A-508 THROUGH 2A-522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS
MASTER AGREEMENT AND EACH SCHEDULE; (b) REJECT TENDER OF THE EQUIPMENT; (c)
REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR ANY BREACH OF
WARRANTY; AND (e) MAKE DEDUCTIONS OR SET-OFFS, FOR ANY REASON, FROM AMOUNTS
DUE US UNDER THIS MASTER AGREEMENT AND EACH SCHEDULE. IF ANY PART OF THIS
MASTER AGREEMENT AND EACH SCHEDULE IS INCONSISTENT WITH UCC 2A, THE TERMS OF
THIS MASTER AGREEMENT AND EACH SCHEDULE WILL GOVERN.
17. EQUIPMENT RETURN: If you do not exercise the Lease End Purchase Option at the end of any Schedule
term, as extended or renewed ("Termination Date"), you will immediately crate, insure and ship the
Equipment, in good working condition, to us by means we designate, with all expenses to be prepaid by
you. If you fail to return the Equipment to us as agreed, you shall pay to us the regular Lease payments
each month from the Termination Date until the Equipment is returned. You will be responsible for any
damage to the Equipment during shipping.
j 18. PURCHASE OPTION: If you are not in default, you may at any time with sixty (60) days prior written
notice purchase all (but not less than all) the Equipment for a price equal to the sum of all remaining
payments to come due during the term (if any) plus the Lease End Purchase Option price indicated on
Schedule A plus any applicable sales taxes and fees. You must give us sixty (60) days advance written
notice of your intent to exercise this option unless the purchase is being made at the end of the term and
the purchase option is$1.00.
. Lessee: please initial here to certify that you have received and read this page.
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19. REPRESENTATIONS & WARRANTIES: You represent and warrant to us that: (a) you are a duly
organized public body corporate and politic with full power and authority to enter into and perform your
obligations under this Master Lease and each Schedule; and that this obligation issued on your behalf is
within the meaning of Section 103 of the Internal Revenue Code of 1986 (the "Code"), (b) all necessary
actions of your governing body have been taken and all necessary procedures have been complied with to
give full effect to the execution, delivery and performance of this Master Lease and each Schedule; (c) this
Master Lease and each Schedule is valid, binding and enforceable according to its terms; (d) you have, in
accordance with all applicable laws, budgeted and appropriated sufficient funds to make all lease
payments and meet all of your other obligations for the current fiscal year and such funds have not been
expended for other purpose; (e) you will do all things lawfully within your power to obtain and maintain
funds for payment of the lease payments (including providing for such payments in each budget or
appropriation request submitted and adopted), to have such portions of budgets or appropriation requests
approved, and to exhaust all available reviews and appeals in the event such portion of any budget or
appropriation request is not approved, (f) you have complied with all public bidding requirements
applicable to this Master Lease and each Schedule and the acquisition of the Equipment, (g) you have
provided financial information and other statements to us which are accurate and correct, (h) upon our
request, you will annually provide current financial statements, budgets, proofs of appropriation and other
financial information relating to your ability to continue this Master Lease and each Schedule; (i) the
Equipment will be used only by you and only to perform essential governmental or proprietary functions
consistent with the permissible scope of your authority, 0) you agree that you will timely file a Form
8038-GC (or, as necessary, Form 8038-G), or any revised or renumbered form with the Internal Revenue
Service in accordance with Section 149(e) of the Code and the Regulations thereunder, and you agree to
appoint us as your Agent for the purpose of maintaining a book entry system as required by Section
149(a) of the Code. The person executing this Master Lease and each Schedule warrants that he or she
possess the requisite and necessary authority and authorization to execute same on your behalf.
20. NON-APPROPRIATION: If you (a) are not allotted funds for the next fiscal year to continue leasing the
Equipment; (b) have no funds for the purchase, lease or rental of equipment performing similar functions to
those performed by the Equipment;• and (c) have no funds from any other sources (collectively, a I.Non then you may terminate this Master Lease and each Schedule at the end of the
then-current fiscal year, and you will not, in the sole event of Non-appropriation, be obligated to make
payments'beyond the end of the then-current fiscal year, except that you will be obligated, to return the
Equipment to us at your sole expense. In the event of Non-appropriation, you will furnish to us upon
request an opinion of your counsel which explains the basis of the Non-appropriation, together with
appropriate documentation evidencing the Non-appropriation. If, within one (1 ) year after termination for
Non-appropriation, you appropriate funds to purchase, lease or rent equipment performing functions similar
to those performed by the Equipment, then it will be conclusively deemed that monies have been
appropriated for the continuance of the Lease and, at our sole option, this Master Lease and each
Schedule may be automatically reinstated.
21. NON-SUBSTITUTION. To the extent permitted by law, you agree that if this Master Lease and each
Schedule is terminated for Non-appropriation, you will not purchase, lease or rent equipment performing
functions similar to those performed by the Equipment for a period of one (1) year after termination date.
This Section shall remain in full force and effect notwithstanding any termination of this Master Lease and
22. SAVINGS. If any provision of this Master Lease and each Schedule is unenforceable, invalid or illegal, the
remaining provisions will continue to be effective. You will not be required to pay and we will not be
permitted to collect any amount in excess of the maximum amount of interest permitted by law ("Excess
Interest'). If any Excess Interest is provided for or determined to have been provided for under this Master
Lease and each Schedule, then : (A) this subsection shall govern and control; (B)you will not be obligated
to pay any Excess Interest, (C) any Excess Interest that we may have received hereunder shall be, at our
option (1) applied as a credit against the outstanding lease payment obligations (not to exceed the
maximum amount permitted by law), (2) refunded to you, or (3) any combination of the foregoing; (D) any
interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed under
applicable law, and this Master Lease and each Schedule shall be deemed to have been, and shall be,
reformed and modified to reflect such reduction; and (E) you will not have any action against us for any
• damages arising out of the payment or collection of any Excess Interest.
Lessee: please initial here to certify that you have received and read this page.
Revision: 08/24/01 Page 4 of 5 Reference: 11054148
RightFax 7/19/2002 2 : 31 PAGE 12/12 RightFax
23. PURCHASE ORDERS: You may use purchase orders in lieu of Equipment Schedules provided that
® such purchase order(s) provide that they are issued pursuant to this Master Agreement and contain at
least all of the information that would be contained in an Equipment Schedule executed hereunder.
Such information includes, but is not limited to, the lease term, quantity, model number, equipment
description, serial number (if required), monthly lease payment, and any other monetary obligations. Any
terms and conditions contained in any purchase order to be used in lieu of an Equipment Schedule shall
not apply and the only terms and conditions which are applicable are those contained in the Master
Agreement. Moreover, the terms and conditions of this Master Agreement are incorporated into and
become a part of each purchase order to be used in lieu of an Equipment Schedule.
24. FAX EXECUTION PROVISIONS: At our election, we may accept a fax transmission of this Master
Agreement and/or Schedule. If we accept a fax transmission, the fax version of this Master Agreement
and/or Schedule, as received by us, shall constitute the original Master Agreement and/or Schedule and
shall be binding on you as if it were manually signed. We may treat and rely upon any fax version of this
Master Agreement and/or Schedule as the original. However, no fax version of the Master Lease
Agreement and/or Schedule(s) shall become effective and binding against us until manually signed by us
in our Michigan offices. If you elect to sign and transmit this Master Agreement and/or Schedule by fax,
you waive notice of our acceptance of this Master Lease Agreement and/or Schedule and waive receipt of
the accepted Master Agreement and/or Schedule.
(Lessee) (Lessor)
DANIA BEACH, CITY OF Dell Marketing, L.P.
Authorized Siqner: Authorized Siqner:
Print Name: Print Name:
Title: Title:
• Date: Date:
iRevision: 08/24/01 Page 5 of 5 Reference: 11054148