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HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-060Temp. Reso # 12026 May 3, 2011 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2011- 0 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A MASTER LEASE AGREEMENT WITH DELL FINANCIAL SERVICES TO LEASE ONE HUNDRED AND THIRTYFIVE (135) DESKTOPS AND LAPTOPS FOR FOUR YEARS AT AN ANNUAL COST OF $27,164.71 FOR A TOTAL COST OF $108,658.84 AT THE END OF FOUR YEARS, PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, technology is one of the key components for efficient delivery of City services, and WHEREAS, a desktop or a laptop is often how our employees access to a variety of technologies available to perform the daily City functions and to deliver our services; and WHEREAS, hardware and software needs to be updated to ensure continuity of services and to remain compatible with the internal and external systems; and WHEREAS, The City is in the process of deploying Microsoft Office 2010 and Microsoft Windows 7 throughout the City; and WHEREAS, one hundred and thirty five (135) desktops and laptops have been identified that are five to six years old that cannot accommodate the new software and need to be replaced; and WHEREAS, Dell provided pricing for the requested equipment based on the Florida State Contract attached here to as Exhibits1, 2 and 3 for a total cost of $110,632.85; and WHEREAS, The City also received a Lease Proposal from Dell Financial Services attached hereto as Exhibit 4 to lease 135 PCs for four years at a cost of $27,164.71 per year for a total cost of $108,658.84 at the end of four years; and Temp. Reso # 12026 May 3, 2011 Page 2 WHEREAS, the PCs are covered under Dell warranty for the duration of the lease and returned back to Dell at the end of the lease period; and WHEREAS, Dell Financial Services require a Master Lease Agreement attached hereto as Exhibit 5 and Amendment I attached hereto as Exhibit 6 be approved prior to the leasing of the PCs; and WHEREAS, the Director of Financial Services and the Director of IT recommends approval of the Master Lease Agreement, Amendment I and the Lease Proposal from Dell Financial Services; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to approve the Master Lease Agreement, Amendment I and the Lease Proposal with Dell Financial Services to lease 135 desktop and laptop PCs for four years at an annual cost of $27,164.71 for a total of $108,658.84. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All exhibits referenced herein are incorporated and made a specific part of this resolution. SECTION 2: The City Commission approves the Master Lease Agreement, Amendment I and the Lease Proposal and the appropriate City Officials are hereby authorized to execute the Master Lease Agreement and Amendment I with Dell Financial Services to lease 135 desktop and laptop PCs for four years at an annual cost of $27,164.71 for a total of $108,658.84.. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. 1 1 Temp. Reso # 12026 May 3, 2011 Page 3 SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this A" day of ATTEST: PETER M. J. RICWi0§ RM CITY CLERK; \\"0F TA .. q /// . Vim.• '•:9� - ESTABLISHED Q- . 1963 9. SEAL I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM. 1 1f M EL S. GOREN CITY ATTORNEY CMC , 2011. PAMELA BUSHNELL Mayor RECORD OF COMMISSION VOTE: MAYOR BUSHNELL DIST 1: COMM. SWENS N DIST 2: VIM GOMEZ �-'' DIST 3: COMM. GLASS R --"" DIST 4: COMM. DRESSLER , DELL Exhibit 1 QUOTATION Date: 3/9/11 5:36:31 PM QUOTE #: Customer #: Contract #: CustomerAgreement #: Quote Date: Customer Name: 577320430 6518317 WN05ACA 250WSCA10ACS; 827160 3/9/11 CITY OF TAMARAC Product Subtotal: $24,326.12' Ta................. — $0.00 , x. Shipping i Handling: $0.00 N Shipping Method: Ground Total umber of System Groups: 1 ... Base Unit: I OptlPlex 780 Ultra Small Form Factor Base Up to 90 Percent Efficient PSU (224-7384) Processor OptlPlex 780, Core 2 Duo E7500 with VT/2.83GHz,3M 1066FSB (317-2456) Memory i 4G8 Non-ECC,1333MHz DDR3,2X2GB,DeII OptlPlex 580 (317�555) Keyboard. � Dell USB Entry Keyboard, No Hot Keys, No Palmrest, English OpdPlex (330-1987) Momtor: Dell 20 Inch Flat Panel Display E2011H2OptIPIex,Precision and Latitude (32p 9320) ,GMA 4500 Dell Optimex 760,960 and 980 (320 7407) SATA 3.66bls and 16M8 Data Burst Cache,N0 O 0iex 780 Ultra Small Form Factor Hard Drive:. . .......,. � 1, O radn'l 5 stem pe g y _ ....dl 9 ..,,,._.._21-4... _...... Vista H Pack Home Basic Service 2,No Media,32 Bit, En Iish,Dell OptlPlex (421-4458) O ratln S stem 9 y ,Pack You have chosen Basic S stem 310-8643 Mouse . PVista Dell MS111 USB O tical e,0 IPlax and Fixed Precision (330 8458) NIC: Intel Standard Manageability, Hardware Enabled Systems Management, Dell OptlPlex 780 (330- 5895) CD-ROM or DVD-ROM Drive: SX DVD+/-RVV SATA,Data Only Dell Opt.... 780 Ultra Small Form Factor (313�953) µmmW , CD-ROM or DVD ROM Drive: _............. Roxio Creator Starter,Medla Dell O IPlex, m or . . pt Latitude and Precision Workstation (421-4540) CD-ROM or DVD-ROM Drive: _ _....... Cyberlink Power DVD 9.5.1,Media with Royalty, Dell OptlPlex, Latitude and Precision Workstation (421-5096) Sound Card. Heat Sink. Mainstream_Dell OntiPlex 7R0 Ultra Small Fnrm FaMnr f3�7_9R271 Cable: _.. Enable Low Power Mode for EUP Compliance Dell OptlPlex (330-7422) I Documentation Diskette: __ _ ._..._.. En IIsh,Dell O Plex 330 g Wi P.. (.3...-7710) Documentation Diskette: Power Power Cord 125 Cord,125V,2M,C13 Dell O tiPlex 330 1711) Factory Installed Software: Dell Energy Smart Power Management Sett1-11,111,111,11, ings Enabled Optipiax (3304817) I Software Disk Two Chassis Intrussion Switch Dell OptlPlex 780 Ultra Small Form Factor (31T 2828) Feature _... ............ .. No Resource DVD for Dell Optiplex, Latitude, Precision (313-3673) Service: .. ........ . ......... ......... Dell Hardware Limited Warranty Plus Onslte Service Extended Year(s) (905-4578) Service: Dell Hardware Limited Warranty Plus Onslte Service Initial Year (9053157) Service: __ .. ..., _....... ... Thank you choosing Dell ProSupport. For tech support, visit http://support.dell.com/ProSupport or call 1-866-5 (989-3449) Service ProSupport : •Next Business Day Parts and Labor Onsite Response 3 Year Extended (904-8673) Service: ProSu rt :Next Business Da Parts and Labor Onsite Response Initial Year (906-0870) r ppo . y P and � p Service: . _ ..... ..... ProSupport . 7x24 Technical Support , 3 Year Extended (981�863) Service: ProSupport : N24 Technical Support, Initial (984-6M) ..,,, ......... ... . Misc: Dell 330Back-up and Recovery Manager for Vista SP2, MIDI, Latitude, Precision, OptlPlex, Vostro ( ) Misct DlsplayPort to DVI (1920x1200)Adapter for bell Systems, Qptipiex (330-2023) m( ..... Mlscc No Qulck Reference Gude,pell gptiPlex (31D 9444) . .. ............ Misc. Shipping Material far SyI. stam, U1. ltra SmaiI Form Factor, Dell 0ptiPlex 780 (330-6501) you SALES REP: David Sak ._..... _ ..... _ PHONE:... 512-513-98$6 Email Address david—sak@dell.com Phone Ext: .... �..,,,, �_._.. .:.........._...,...,.,... ,...._......_._. ._..�.. ..... ._._..,..... ...� .. .. ,,,,...,..._._.�.. ,,...,...�..k Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.com/.g (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Return Policy, at www.dell.com/returnpolicv#total. If purchasing for resale, your order will be subject to Dells Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dall.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote information Is valid for U.S. customers and U.S. addresses only, and Is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads is based on "Bill To" address. Please Indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please Include your Customer Number. For certain products shipped to end -users in California, a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecovery. DELL Date: 3/9/11 5:36:32 PM Hard Drive: Exhibit 2 QUOTATION Product Subtotal Tax: Shipping & Handling QUOTE #: 577320981 Customer #: 6518317 Contract #: WN05ACA CustomerAgreement #: 250WSCA10ACS;B27160 Quote Date: 3/9/11 Customer Name: CITY OF TAMARAC $73,272.83 $0.00 $0.00 2500B 2.5, SATA 3.OGb/s and 16MB Data Burst Cache,Dell OptlPlex 780 Ultra Small Form Factor (342-0149) Vista Home Basic Service Pack 2—,No' Media,32 Bit English,Dell OptiPlex (421-4458) ,on a Vista Basic System (310-8643) B Optical Mouse,OptiPlex and Fixed Precision (330-9458) M ... anageability, Hardware Enabled Systems Management, DeII OptlPlex 780 (830- SALES REP: David Sak PHONE: 512-513-9886 Email Address. david—sak@dell.com Phone Ext: Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.com/ato (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Return Policy, at www.dell.com/returmpolicy#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote information is valid for U.S. customers and U.S. addresses only, and is subject to change. Sales tax on products shipped Is based on "Ship To" address, and for downloads is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end -users In California, a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecover.y. DELL Exhibit 3 QUOTATION QUOTE #: 577771783 Customer #: 6518317 Contract #: WN05ACA CustomerAgreement #: 250WSCA10ACS;B27160 Quote Date: 3/14/11 Date: 3/14/11 1:45:31 PM Customer Name: CITY OF TAMARAC Product Subtotal: Tax: ......... _._. ....... Shipping & Handling: Shipping Method: $12,763.90 _$0.00 $0.00 ' Ground Total Number of System Groups Base Unit. ....... __...... LATITUDE E4310 (224-9925) Processor: Intel Core i5-560M Dual Core 2 66GHz 3MB for E4310 (317-6030) Memory 4 OGB, DDR3 1333 SDRAM 2 DIMMs for Latitude E4310 (317 5217) Keyboard. Internal English Keyboard for Latitude E4310 (330-9911) Ke board. y.....................g Documentation (English) Latitude E-Famlly/Mobile Precision (330 1652) Video Cad .,. P ( ) .............. ......... Inte ratedUMA Graphics, Dell Latitude Em4310 3204258 Hard Drive. 160GS Hard Drive 9 5MM 540ORPM for Latitude E4310 (342-0930) ... _ ._ Hard Drive Controller ... ..... .......... . . . ... _ _...... _ _ __ ... _...... _.. No Fing p .. tituda E4310 (330.9748) Floppy Disk Drive: 13.3" HD(1366x768) Anti -Glare LED w/tMicrophone, WWAN Ready, Slate Silver, Latitude E4310 Operating System: (320-9872) Genuine Windows 7 Home Premium 64 bit, no media Latitude English (421-4123) ... Operatln S stem: Y Genuine Windows 7 Label, Latitude Vostro and Mobile Precision Notebooks (330.6322) E i. Modem � No Latitud1.. � �� ........... ................ ....... On Reader, Dell Latitude (421-2973...... TBU 65W 3-Pm AC Adapter for Latitude tMll-0753 TBU US - 3-FT/Flat Power Cord 3-0in, Dell Latitude (331-0884) CD-ROM or DVD-ROM Drive 8X DVD+/ RW for Latitude E4310 (313-9857) µ.__................ CD-ROM or DVD-ROM Drive: Cyberlink Power DVD 9.5,No Media, Dell OptiPlex, Latitude and Precision Workstation (421 r4370) CD-ROM or DVD-ROM Drive. Roxio Creator Startar,No Madia,Dell OptPiex, Latitude and Precision Workstation (421-4539) Processor Cable Dell Wireless 15 Il Latitude E (4303657) 20 80211a%b/gin Half Mini Card Del. Documentation Diskette _....................... ... No Intel vPro Technology Advanced Management Features Latitude E4310 (330-9260) .... _... 6 cell ( ) Primary ry 60Wh Prima Batta for Latitude 312 9952 66 ( ) Service: Basic Hardware Service: Next Business Day Parts and Limited Labor Onslte Response 2 Year ....... ....... Extended 926-3052 ..929- Service war .._..._ a .. I Basic Hardwar' Service: Next Business Da Parts and Limited Labor Response Initial Y Year Servlcei ...... _.... �._ � ._.._., .. ,, (Onslte Dell Llmltad Hardware Warren Plus Onslte Service Extended Year s) (922-1138) e. Service: Support: Support: Mlsc: Misc: ............... If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct Including Dell's U.S. Return Policy, at www.dell.com/returnpolicvftotal,. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If your order Includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote information Is valid for U.S. customers and U.S. addresses only, and is subject to change. 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Capitalized terms have the meaning set forth in this Agreement. 1. LEASE. Lessor hereby losses to Lessee and Lessee hereby leases the equipment ("Products"), Sofomro (dented below), and services or fees, where applicable, as described in any Iowa schadule ("Schedule"). Each Schedule shall Incorporate by reference the terms and conditions of We Agreement and contain such other turns 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 tarns of a Schedule and the terms of this Agreement. o the Products not specificallSchedule g ulshall Leases In this Lessor reserves all rights or I tn 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 ("Setter") 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 retum each Schedule by the later of the Acceptance Data 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 Losses's fallure to cure within five (5) days of such notice, Lessor may require the Lome 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 Losses provided such notice Is (1) to correct the serial (or service tag) number of Products or pl) to adjust the related Rent (defined below) on the Schedule (any Increase up to 16% or any decrease) caused by any change made by Loewe in Lessee's order with the Seller. K31l:1;f The initial term (the 'Primary Term") for each Lease shall begin on the date sot forth on the Schedule as the Commencement Date (the "Commencement Dateq), 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 6. 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 EFFECTIVE DATE: January 18, 2011 MASTER LEASE AGREEMENT NO. LESSEE:City of Tamarac, Florida PAL: 7525 NW 88th Avenue Tamarac, FL 33321 Fax:" Attention:' or 3W-day year (as appropriate) for the parlod 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 tease are not paid when due, Lessee shall pay Interest on such amounts at a rate equal to the lessor of 1% per month or the highest such rate permitted by applicable low ("Overdue Rats"). Rant shall be due and payable whether or riot Lessee has received an Invoice stowing such Rent Is due. Late charges and reasonable attonWs fees necessary to recover Rent and other amounts owed hereunder are considered an Integral part of this Agreement (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent Lessee shall pay sales, use, exces, purchase, property, added value or other taxes, fees, levies or assessmerns lawfully assessed or levied against Loam or with respect to the Products and the Lease ("collectively "Taxes"), and customs, duties or surcharges on Imports or exports (collectively, 'Dulles), plus all expenses Incurred In Connection with Lassoes 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 certificato 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 udlitty 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 POSSESSION, OR OTHERWISE. If any Product Is unsatisfactory for any reason, Lessee shall make Its Balm solely against the Seller of such Product (or the Licensor In the cue of Softens, as defined below) and shall nevertheless pay Lessor or its assignee all amounts due and payable under the Lease. APPROPRIATION OF FUNDS. (a) Losses 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 sufliclont to pay all Rent during the Primary Term can be obtained and agrees to do all things !awfully 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 and of the then current Fiscal Period (as defined In the I-maee's Soc etarylCierk'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 Loewe has exhausted all funds legally available for payment of the Rent WS pubae Muh.0e2820eedah. Page 1 of 5 beyond the current Fiscal Period. Upon termination of the Schedule, Lamm's obligations under the Schedule (except those that expressly survive the and 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, Lame agrees that, without creating a pledge, lion or encumbrance upon funds available to Lasses In other than Its current Fiscal Period, it will use Its beat 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 tb most its Lease obligations and to continue the Schedule in force. (c) Lessor and Lasses Intend that the obligation of Lewes 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 an the creation of Indebtedness or as a pledge of funds beyond Lessee's current Fiscal Period, 8. LICENSED MATERIALS. Software means any operating system software or computer programs Included with the Products (collectively, "Software"}. 't.lcensed Materials" are any manuals and documents, end user Noonse agreements, evidence of tloonses, 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; "Dense," "lease," and the like in this Agreement or any Schedule with rasped to Licensed Materials shall be Interpreted in accordance with this Section S. 7. USE; LOCATION; INSPECTION. Lessee shall (a) comply with all tanrne and conditions of any Licensed Materials and (b) possess and operate the Products only (1) In accordance with the Sellars supply contract and any service provide maintenance and operating manuals, documentation and applicable laws; and (11) for the business purposes of Lessee. Lessee agrees not to move Products from the location(s) specified in the Schedule without providing L.esew 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. Losses may temporarily use laptop computers at other locations, Including outside the United States, provided Lessee compiles with the United States Export Control Administration Ad 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 compiles with Lessee's reasonable security requirements, Lessee shall allow Lessor to inspect the premises where the Products are located from Urns to Urns 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 any Schedule, and except for Products purchased pursuant to any purchase option under the Lease, If any, Lessee will (a) remove all proprietary data from the Products; and (b) retum them to Lessor at a place within the contiguous United States destgraned by Lessor. Upon return of the Products, Lessee's right to the operating system Software in rolumed Products will terminate and Lessee will return the Products with the original certificate of autrenUdly (atachad and unaitared) for Me anginal operating system Software. Leases agrees to dainstali and package the Products for return in a manner which will protect them from damage. Lessee shall pay all costa associated with the packaging aril return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lease falls to return all of the Products at the expiration of the Lease Term or earlier termination (other than for no"ppmprlaton) 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 time the Products are delivered to Lessee's ship to location until the Products are retumed to Lessors designated return location or purchased by Lessee. Lessee agrees: (1) to assume the risk of loss or damage to the Products; (11) 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 tD the Products. For the Lease Term, Lessee shall ensure that the Products are covered by a manufacturer approved maintenance agreement or, with Lessors prior consent, are seff-maintalned In accordance coils the standards ad forth herein. 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 a loss payee: (y) Aebtllty insurance with reaped to the Products for no less than an amount as required by lessor, with Lessor named as an additional insured; and (z) such other Insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessors prior written consent, Lessee may provide this Insurance pursuant to Lewee's existing self Insurance policy or as provided for under state low. 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 oertlloate of insurance will provide that lessor shall mosive at least tan (10) days prior written notice of any material change to or cancellation of the Insurance policy or Lessee's selHneumnoe program, If previously approved by Lessor. If Lessee does not give Lessor evidence of insurance in accordance with the standards herein, Lessor has the rIgh% but not the obligation, to obtain such insurance covering Lessors interest In the Products for the Lease Term, Including renewsls. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rant to reimburse Loam for the insurance premium and Lessors than current Insurance administrative fee. (b) If the Products are lost, stolen, destroyed, damaged beyond repair or In the event of any condemnation, conllscedon, seizure or expropriation of such Products ("Casuaity Products"), Leases shall promptly (1) notify Lessor of the some and (II) pay to Lessor the Stipulated Loss Value for the Casualty Products. The Stipulated Lose 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 tenure 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 and of the Primary Term as determined by Lessor; plus (d) all other amounts to become due and owing during the remaining Lease Term. Untess 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 (Sate of the applicable Schedule. The discount rate applicable to tax-exempt Schedules shall be federal funds 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 the Products during the Lease Term as are legally required or provided at no charge by Seller. Lessee may make other alterations, addltons or improvements to the 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 retum of any Product to Lessor, any alteration, addition or improvement that Is not removed by Lessee shall become the property of Lessor free and dear of all Ilene and encumbrances. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee repreaenta, warrants and covenants to Lessor and will provide to Lessor at Lessors request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clark Certificates, essential use Information or documents (such as affidavits, notices and similar Instruments in a form satisfactory to Loam) and Opinions of Counsel (tin 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 duty organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and Is a stale or pollical subdlvislon thereof as described in Section 103(a) of the Internal Revenue Code of 1988, 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 offidel authentication, as applicable, and all requirements have been met and procedures have occurred In order to ensure the validity and enforceability of this Agreement DFS Pubeo MLA.M52000doa Page 2 of 5 against Lessee; ARTICLE 2A OF THE UCC. (c) This Agreement and each Schedule constitute the valid, legal and 13. EVENTS OF DEFAULT. binding obligations of Lessee, enforceable in accordance with their tamps: (d) No other approval, consent or withholding of objection Is required from any federal, elate 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; (a) Lassa has compiled with such public bidding requirements and other state and federal laws as may be applicable tD fie Agreement and any Schedule and the acquishlon by Lessee of the Products; (0 The entering Into and performance of the Agreement or any Schedule will not (1) violate any judgment, order, law or regulation applicable to Lessee; (11) 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 lion, 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 beat 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 Loam provides to Its citizens. Leases 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 (1) Lessee has, In accordance with the requirements of taw, 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; LIMITATIONS ON LIABILITY; FiNANCE LEASE. (a) Provided no Evert of Default has occurred and Is continuing, Lessor assigns to Lessee for the Lease Tenn the benefit of any Product warranty and 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 AS48 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 to the intont of both parties that each lease qualify as a statutory finance lases under Artlde 2A of the UCC. Lomas acknowledges either (1) that Lessee has reviewed and approved any written, supply contract covering the Products purchased from the Seller for lease to Lessee or (11) that Lessor has Informed or advised Lassos, in writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of Una Product's 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 It shall be an event of default hereunder and under any Soho" ("Event of Default") it (a) Lessee falls to pay any Rant or other amounts payable under this Agreement or any Schedule within 15 days after the date such payment is due; (b) Any representation or warranty made by Leases to Lessor in connection with fife Agreement, any Schedule or any other Documents Is at the time made materially untrue or incorrect; (c) Lessee fails to comply wlth 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 (1) Is generally not paying Its debts as they become due or (11) 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 W days; (e) Any provision of this Agreement ceases to be valid and finding 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 matwlelly adversely affect the rights or security of Lessor, or Lessee denles any further lablllly or obligation under this Agreement; or (0 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 canceled without native and Lasser may exercise one or more of the following remedies in Its sole discretion: (1) require Lessee to return any and all such Products In accordance with Section S, or 0 requested by Leaser, 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; (11) sell, lase@ or otherwise dispose of any or all Products (as agent and attamey4n fact for Lessee to In extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable In Its sole discretion (°Disposition"y (111) declare Immediately due and payable as a pre-eatimate of liquidated damages for lose of bargain and not as a penalty. the Stipulated Low Value of the Products in lieu of any further Pont, in which event Lessee shall pay such amount to Lamm within 10 days after the date of Lessor's demand; or Qv) proceed by appropriate court action either at law or in equity (induding action for specific performance) to enforce the performance by Lessee or recover damages associated with such Event of Default or exercise any other remedy available to lesvor in law or In equity. (b) Lessee shall pay all coats and expenses arlaing or Incurred by Lessor, Including reasonable attorney fees, In connection with or related to an Event of Default or the repossession, transportation, wfurblehirg, storage and Disposition of any or all Products ("Default Expenses"). In the wand Lessor recovers proceeds (not of Default Expenses) from Its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Lose Value. Lasses shall remain liable to Lessor for any deficiency. Whh reject 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 Lesor the Stipulated Lana Value, the Default Expenses and all other amounts owing under the Lem, Lessee Shall be ontited 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 Leaser separately or together. 15. QUIETENJOYMENT. Lessor Mal not interfere with Lessee's right to possession and quiet enjoyment of Products during the relevant Lease Term, provided no Ewell of Default has occurred or Is. continuing. Lessor represents and warrants that as of the Commencement Data of the applicable Schedule, Lessor has the right OPe Pubile MLA.0e2a2oaedotx Page 3 of 5 to lease the Products to Lessee. 18. INDEMNIFICATION. To the extent permitted by law, Lessee shall Indemnify, defend and hold Lessor, Its aselpnaes, 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, posseaalon, ownership, use, condition, or relum 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 date 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 Re expense and shall pay arty amount for resolution and all coats and damages awarded against or marred by Lessor or any other person indemnlAad hereunder, provided, however, that any person Indemnified hereunder shell have the right to partdpsto In the defense of such Claim with counsel of Its choke and at Its expense and to approve any such resolution. L.eaeee shall keep lessor Informed at all Imes as to the status of the Claim. 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. As between Lessor and Lessee, this to the Products (other than the Licensed Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep the Products free and dear of Ilene and encumbrances of any kind (except those arising through the acts of Lessor) and shall Immediately notify t emor If Lessor's Interest Is subject to compromise. Lessee shall not remove, cover, or alter plats*, labels, or other markings upon Products by Lessor, Seller or any other supplier. 10. NON-PERFORMANCE BY LOSSES. If Lessee shall fall 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 notion shall be given In writing and, except for billings and communications in the ordlnery course of business, shall be delivered by overnight courier service, delivered personalty or sent by owlified mail, return reoelpt requested, and shall be effective on the date of reoelpt unless malled, In which can the effective data will be four (4) Business Days after the date of mailing. Notloss to Lessor by Lessee shall be sent to: Dell Financial Services L.L.C., Legal Department, One Dal Way, Round Rode, TX 78882, or such other malting address designated In writing by Lessor. Notice to Lessee small 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 dledharge Lessee's obligations to Lessor under this Agreement or Schedule. (b) Lessor may at any time W#vxA notice to Lessee, but subject to tha rob 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 tsmms thereat and agrees to execute and deriver promptly such acknowledgments, opinions of counsel and other Instrumenla reasonably requested to ~ 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 Florida LAW WITHOUT REGARD TO ITS CONFLICTS OF LAW ors ruNc M USIMi'.Oeadebh 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 Bmward COUNTY, Floride AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY, 22. MISCELLANEOUS. (a) The headings used In this Agreement are for convenience only and shall have no legal effect. This AgraemeM shall be Interpreted without any strict construction In favor of or against either party. (b) The provisions of Sections 8, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the termination or expiration of this Agreement or any Schedule, (c) Failure of Lessor at any time to require Lessee's pe kmmnce of any obligation -*hall not affect the right to require perlormanca of that obligation. No temp, condition or provision of this Agreement or any Schedule shall be waited or deemed to have been watered by Lessor unless it Is In writing and signed by a duly authortwd representative of Loam. A valid Waiver Is limited to the spadfiC eltuation for which It was given. (d) Lessee stall furnish such financial statements of Lessee (prepared In accordance with generally accepted accounting principles) and other Infomretion as Lessor may from Ire to time reasonably request. (a) If any provlelan(s) of this Agreement is deemed invalid or unenforceable to any extant (other than provisions going to the essence of this Agreement) the some shall not In any respect affect the validity, bgelity or enformbllity (to the fullest extent permitted by law) of the remainder of this Agreement and the parties shell use their best efforts to replace such illegal, Invalid or unenforceable provision with an enforceable provision approximating, to the extent possible, the original intent of Ira parties. (1) Unless othanrdee provided, all obligations hereunder shall be performed or observed at the respective parry's expense. (g) Lewes shall lake any action reasonably requested by Lessor for the purpose of fully eff*ctuatng 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 authorbsd Lessor to file arty Inancing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of No Agreement or any Schedule In Ilou of a financing statement (h) This Agreement and any Schedule may be signed In any number of counterparts each of which when so e)wuted or otherwise authenticated and delivered shah be an original but all counterparts shall together constitute one and the some instrument. To the extent each Schedule would constitute chattel paper as that term Is delned in the UCC, no security, Interest may be crested through the transfer or control or possession, as applicable, of a counterpart of a Schedule other then the original In Lessor* possession marked by Lessor as either "original" or "Counterpart Number V. (I) This Agreement and the Schedules hereto between Lessor and Leese* sat forth all of the understandings and agreements between the peruse and supersede and merge all prior written or oral oommunicatons, 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 westing duty signed or otherwise authenticated by Lessor and Lessee. 0) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Documenr) to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lasses agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lassoes database which conforms to the version number at the bottom of the page. If Lome delivers a *nod Document to Lessor as an a -mall atechrnent, facsimile transmission or by U.S. mall, Lessee acknowledges that lessor Is retying on Lessee's representation that the Document has not been shared. Lessee further agrees that, notr0standing any nil@ of evidence to the contrary, In any hearing, trial or proceeding of any Idnd with respect to a Document. Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an a -moll 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 Commm'dal Code, the Page 4 of S authoritative copy of the Document shall be the copy designated by Lessor or Its essignse, from time to ume, as the copy available for access and review by Lessee, Lessor of 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 came, 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 affective as of the Effective Date. City of Tamarac, Florida "Lease®° BY; NAME: TITLE: DELL FINANCIAL SERVICES L.L.C. "Lessor" BY: NAME; TITLE: QFa public MI.A.08481008da6c Page 5 of 6 AMENDMENT NO. 1 DATED 7unt2- It 201 TO THE MASTER LEASE AGREEMENT DATED JUNE 1, 2011 BETWEEN CITY OF TAMARAC, FLORIDA AND DELL FINANCIAL SERVICES L.L.C. This Amendment is made part of and modifies the Master Lease Agreement and any subsequent amendments thereto (hereinafter referred to as the "Agreement") between City of Tamarac, Florida ("Lessee") and Dell Financial Services L.L.C. ("Lessor"). Terms not defined otherwise herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict or inconsistency between this Amendment and the terms and conditions of the Agreement, this Amendment will prevail. The Agreement is hereby modified as follows: Section 9, "Risk of Loss; Maintenance; Insurance" In the third sentence of subsection (a), following "(defined below) naming Lessor as a", insert "first'; after "required by Lessor" delete ", with Lessor named as an additional insured". Section 16, "Indemnification". Add a new last sentence at the end of this section as follows: "Nothing herein shall constitute a waiver of sovereign immunity." Except as amended hereby, the Agreement is restated and shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of the day and year first above written. 14 **-Is]:; DELL FIN ERVIC S L.L.C. By: Title: r City of Tamarac, FL.Amendmeni.bg.060111 LESSEE: CITY PjrTA Title: Dif�LL � Financial Services LESSOR: DELL FINANCIAL SERVICES L.L.C. Payment Address: Payment Processing Center 4319 Collection Center Dr. Chicago, IL 60693 This Master Lease Agreement (this "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. EFFECTIVE DATE: June 01, 2011 MASTER LEASE AGREEMENT NO. LESSEE:City of Tamarac, Florida Principal Address: 7525 NW 88th Avenue Tamarac, FL 33321 Fax: Attention: 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. (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 CUE 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 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 4. RENT; TAXES; PAYMENT OBLIGATION. Period (as defined in the Lessee's Secretary/Clerk's Certificate provided to (a) The rental payment amount ("Rent"), and the payment period for each Lessor) certifying that: (1) sufficient funds were not appropriated and installment of Rent ("Payment Period") shall be stated in the Schedule. A budgeted Lessee's governing body will not otherwise be available to continue thh prorated portion of Rent calculated based on a 30-day month, 90-day quarter e Lease beyond the currenntt Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent DFS Public MLA,09262008detx Page 1 of 5 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 Licensed Materials 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 maintenance and operating manuals, documentation and applicable laws; and (ii) for the business purposes of Lessee. Lessee agrees not to move Products from the location(s) 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 any Schedule, and except for Products purchased pursuant to any purchase option under the Lease, if any, 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 packaging 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. S. RISK OF LOSS; MAINTENANCE; INSURANCE. (a) From the time 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. For the Lease Term, Lessee shall ensure that the Products are covered by a manufacturer approved maintenance agreement or, with Lessor's prior consent, are self -maintained in accordance with the standards set forth herein. 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 a loss payee: (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 Lessors interest in the Products for the Lease Tenn, 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 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 the 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 the 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 DFS Public MLA.08282008dotx Page 2 of 5 against Lessee; ARTICLE 2A OF THE UCC. (c) This Agreement and each Schedule constitute the valid, legal and 13. EVENTS OF DEFAULT. 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; LIMITATIONS ON 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 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 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 such payment is due; (b) Any representation or warranty made by Lessee to Lessor in connection with this Agreement, any Schedule or any other Documents 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; (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 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 canceled 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 ("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 Lessors demand; or (iv) proceed by appropriate court action either at law or in equity (including action for specific performance) to enforce the 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 or is continuing. Lessor represents and warrants that as of the Commencement Date of the applicable Schedule, Lessor has the right DFS Public MLA.08282008dotx Page 3 of 5 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 the Products (other than the Licensed Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep the 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 upon Products by Lessor, Seller or any other supplier. 18. NON-PERFORMANCE BY LESSEE. If Lessee shall fail 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 on 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., 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 Florida LAW WITHOUT REGARD TO ITS CONFLICTS OF LAW DFS Public MiA,08262008dotx Page 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 Broward COUNTY, Florida AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY. 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 termination 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 provision with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f)i Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective parry'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 that term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either "original" or "Counterpart Number 1". (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. Q) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor 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 4of5 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 of 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. j of Tamarac orid ss NAME: Ali TITLE: `10, DELL FINANCIAL SERVICES L.L.C. "Lessor" BY: � NAME: ! Ve—S TITLE: DFs Public MLA.08262008dotx Page 5 of 5