HomeMy WebLinkAbout06532 - DELL COMPUTER COMPANY LLC LOLL I Financial Services
City of Palm Springs,California
LEASE PURCHASE SCHEDULE NO. 810-6707880-001
TO MASTER LEASE AGREEMENT NO. 550032-3213
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. 550032-3213 ("Agreement') DATED July 8, 2014 BETWEEN Dell Financial Services L.L.C. ("Lessor") AND
City of Palm Springs,California ("Lessee").
Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this
Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall
have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof.
PRODUCT SELLER: [Dell Inc., One Dell Way, Round Rock,TX 786821
Product Description Product Location Lessee Purchase Primary Commencement Date"
Order No. Term (Mos.l
See Exhibit A See Exhibit A 1502860 60 October 1,2014
Rent is payable: in advance
Payment Period:Annually
Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first
payment of Rent any prorated Rent if applicable. Such amounts are further described in Exhibit"A"".
"' The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the
terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement
Date,as such date is finally determined.
LEASE PURCHASE PROVISIONS
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION.
Insert as a new last sentence to subsection (a) the following:
"For the purposes of this Schedule,the Rent and Purchase Price (as of the applicable Purchase Date) are shown in the chart
below or on Exhibit"B", attached to and made a part hereof.
Payment Number/ Rent Interest Portion Principal Portion Purchase Price"
Purchase Date
Add as a new last sentence to subsection (b)the following:
"Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales, use
and property taxes."
2. SECTION 11. REPRESENTATIONS,WARRANTIES AND COVENANTS OF LESSEE.
For purposes of this Schedule, add paragraphs Q)through (t) as follows:
"Q) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to,
the execution(and delivery to Lessor)of information statements requested by Lessor;
(k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any
transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within
the meaning of Section 141 of the Code;
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(q The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this
Schedule;
(m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence
such Schedule;
(n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year
from the date hereof;
(o) No fund or account which secures or otherwise relates to the Rent has been established;
(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or
termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such
disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes;
(q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as
may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or 8038-
GC, as required under the Code;
(r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the
general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all
amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made;
(s)To the best of our knowledge, information and belief,the above expectations are reasonable; and
(t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof,
and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from
gross income for purposes of federal income taxation.
Without limiting the generality of the foregoing, Lessee shall acknowledge any assignment of this Schedule in writing and
complete an accurate record of all such assignments in a manner that complies with Section 149(a) of the Code and the
Treasury Regulations promulgated thereunder."
TO THE EXTENT PERMITTED BY LAW, AND IN ADDITION TO LESSE'S OBLIGATION UNDER SECTION 16 OF THE
AGREEMENT, LESSEE HEREBY ASSUMES LIABILITY FOR, AND SHALL PAY WHEN DUE, AND SHALL INDEMNIFY
AND DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL LIABILITIES, LOSSES,
DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) RELATING TO OR ARISING OUT
OF LESSEE'S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS CONTAINED IN
SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN.
3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE
LEASE.
For purposes of this Schedule, delete"FINANCE LEASE" in the title of this Section and delete paragraph (d).
4. SECTION 17.OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
Insert at the end of this paragraph the following: "Notwithstanding the first sentence of this Section , upon Lessee's acceptance
of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under the Agreement;
provided that, upon an Event of Default or any termination of this Schedule, other than by Lessee's purchase of the Products,
, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee shall immediately
surrender possession of the Products to Lessor. Any such transfer of title shall occur automatically without the necessity of
any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such
instruments as Lessor may request to evidence such transfer.
5. PURCHASE OPTION.
Provided that no Event of Default has occurred and is continuing, and at least 60 days but no more than 180 days before the
purchase date("Purchase Date") selected by Lessee, Lessee will give irrevocable written notice to Lessor of its intention to:
(i) purchase the Products for$1.00 at the end of the Primary Term;
(ii) purchase the Products at the Purchase Price as stated in Paragraph (i) above or as listed on Exhibit B, so long
as all other amounts due on the Purchase Date have been paid in full; or
(iii)return the Products in accordance with the Agreement for a fee agreed upon by both parties.
Upon satisfaction by Lessee of such conditions, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE
IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR,
INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
AGAINST INFRINGEMENT,other than the absence of any liens by, through, or under Lessor.
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OFS Pubk LP 8U dine 0252 a
As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all
of Lessee's rights and interest in and to the Products and all proceeds thereof,free and clear of all security interests, liens or
encumbrances whatsoever.
6. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products
from time to time as necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any
rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel
paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or
its assignee,from time to time,as the copy available for access and review by Lessee, Lessor or its assignee. All other copies
are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or
corruption of the authoritative copy for any reason or as the result of any cause,the authoritative copy may be restored from a
backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record
may be converted into paper form.At such time, such paper copy will be designated or marked as the authoritative copy of the
Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibits"A"and"B".
City of Palm Springs, California Dell Financial Services L.L.C.
J_Lessee) � Lessor
B .---- By ---—-----------------
(Aut ignature) (Authorized Signature)
_David Ii 3eady-Clty-Otlanager -- ---------------------------
(Name/Title) (Name/Title)
-------------�� 1'k ---- -------
(Date) (Date)
t,` " APPROVED F(O;r�
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?EST'.K
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MAL I Financial Services One Dell Way
Round Rock,TX 713882
CITY OF PALM SPRINGS, CALIFORNIA
Amortization Schedule
Schedule 810-6707880-001
Exhibit B
Payment# Opening Balance RENT INTEREST PRINCIPAL Balance PURCHASE PRICE
$ 162,739.84
DLED* $ - $ 162,739.84
1 $ 162,739.84 $ 35,480.55 $ - $ 35,480.55 $ 177,259.29 $ 132,141.49
2 $ 127,259.29 $ 35,480.55 $ 5,738.68 $ 29,741.87 $ 97,517.42 $ 102,399.61
3 $ 97,517.42 $ 35,480.55 $ 4,397.48 $ 31,083.07 $ 66,434.35 $ 71,316.55
4 1 $ 66,434.35 1 $ 35,480.55 1 $ 2,995.81 1 $ 32,484.74 1 $ 33,949.61 1 $ 38,831.81
5 1 $ 33,949.61 $ 35,480.55 1 $ 1,530.94 $ 33,949.61 1 $ 0.00 $
*DFS Lease Equipment Discount
RETURN TO:
CITY CLERK
CITY OF PALM SPRINGS
. BOX 2743
PALM SPRINGS.CA 92263
EFFECTIVE DATE: July 8, 2014
MASTER LEASE AGREEMENT NO. 550032.3213
LESSOR:DELL FINANCIAL SERVICES L.L.C. LESSEE:CITY OF PALM SPRINGS, CALIFORNIA
Mailing Address_ Prindoat Address:
ONE DELL WAY 3200 EAST TANQUITZ CYN WAY
Round Rock, TX 7WA2 PALM SPRINGS, CA 92262
Fax:
Attention:
This Master Lease Agreement ("Agreement"), effective as of the and ending on the last day of the Primary Term, together with any
Effecttve Date set forth above,is between the Lessor and Lessee named renewals or exteltsions thereof, is defined as the "Lease Term". The
above.Capttalfzed temp have the meaning set forth in this Agreement Lease is rwncancelable by Lessee, except as expressly provided in
Section 5.
1. LEASE.
♦. RENT;TAXES;PAYMENT OBLIGATION.
Lessor hereby teases to Lessee and Lessee hereby(eases the equipment
("Products"), Software (defined below), and services or fees, where (a) The rental payment amount(Therm")and the Payment period for
applicable, as described in any tease schedule (Schedule'). Each each Installment of Rent ("Payment Period") shalt be stated in the
Schedule shall incorporate by reference the terms and conditions of this Schedule. A prorated portion of Rent calculated based on a 30-0ay
Agreement and contain such other terms as are agreed to by Lessee and month, go-day quarter or 360-day year (as appropriate) for the period
Lessor. Each Schedule shalt constitute a separate lease of Products from the Acceptance Date to the Commencement Date shalt be added to
("Lease"). In the event of any conflict between the terms of a Schedule the first payment of Rent. AU Rent and other amounts due and payable
and the terms of this Agreement, the terms of the Schedule shall under this Agreement or any Schedule shalt be paid to Lessor in lawful
prevail. Lessor reserves all rights to the Products not specifically funds of the United States of America at the payment address for Lessor
Wanted to Lessee in this Agreement or In a Schedule. Execution of this set forth above or at such other address as Lessor may designate in
Agreement does not create an obligation of either party to lease to or writing from time to time. Whenever Rent and other amounts payable
from the other. under a Lease are rat paid when due,Lessee shall pay interest on such
amounts at a rate equal to the lesser of 1% per month or the highest
2. ACCEPTANCE DATE;SCHEDULE. such rate permitted by applicable law("Overdue Rate"). Rant shalt be
due and payable whether or not Lessee has received an invoice showing
(a) Subject to any right of return provided by the Product setter such Rent is due. Late charges and reasonable attomry's fees necessary
("Seller"), named on the Schedule, Products are deemed to have been to recover Rem and other amounts owed hereunder are considered an
Irrevocably accepted by Lessee upon delivery to Lessee's ship to location Integral part of this Agreement.
("Acceptance Date"). Lessee shalt be solely responsible for unpacdng,
inspecting and Installing the Products. (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee
shalt pay sales, use, excise, purchase, Property, added value or other
(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee taxes, fees, Levies or assessments Lawfully assessed or levied against
agrees to sign or otherwise authenticate(as defined under the Uniform Lessor or with respect to the Products and the Lease (collectively
Commercial Code, "UCC")and return each Schedule by the later of the "Taxes"), ant customs, duties or surcharges on imports or exports
Acceptance Date or five(5)days after Lessee receives a Schedule from (caUecttvety, "Duties"), piss all expenses incurred in connection with
Lessor. If the Schedule is not signed or otherwise authenticated by Lessor's purchase and Lessee's use of the Products, Including but not
Lessee within the time provided In the prior sentence, then upon limited to shipment,delivery,Installation,and insurance. Unless lessee
written notice from Issa and Lessee's failure to cure within five (5) Provides Lessor with a tax exemption certificate acceptable to the
days of such notice, Lessor may require the Lessee to purchase the relevant tadrng authority prior to Lessor's payment or Such Taxes,
Products by Pmyahg the Product Cost charged by the Setter, plus any lessee shell pay to Lessor ad Taxes and Duties upon demand by Lessor.
shipping charges, Taxes or Duties (defined below) and interest at the lessor may,at its option,invoke Lessee for estimated personal property
Overdue Rate accruing from the date the Products are shipped through tax with the Rent Payment. Lessee shall pay all utility and other
the date of payment. N Lessee return any leased Products in charges incurred in the use and maintenance of the Products.
acordence with the Setter's return policy,it will notify Lessor. When
Lessor receives a credit from the Setter for the returned Product, the (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEES
Schedule will be deemed amerded to reflect the return W the Product OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND TO
and Lessor will adjust its billing retards and Lessee's invoke for the OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH
applicable Lease. In addition, Lessee.and Lessor agree that a signed SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL,AND SHALL NOT BE
Schedule may be amended by written notice from Lessor to Lessee SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE,
Provided such notice is(I)to correct the serial(or service tag)number COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMEHT FOR ANY
of Products or (R) to adjust the related Rem (defined below) on the REASON WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE
Schedule(any Increase 1p to 15%or any decrease)caused by any change AGAINST LESSOR, LESSORS ASSIGNS, THE SELLER, OR THE SUPPLIER OR
made by Lessee in Lessee's order with the Setter. MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF THE
PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. N any
3. TERM. 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
The 1Mtal term (the"Primary Term")for each Lease shalt begin on the Software, as defined below) and shall nevertheless pay Lessor or its
date set forth on the Schedule as the Commencement Date (the assignee all amounts due and payable under the Lease.
"Commencement Date"). The period beginning on the Acceptance Date
W ..r<:530012-nG Page 1 of 5
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5. APPROPRIATION OF FUNDS. option under the Lease,Lessee will(a)remove all proprietary data from
the Products and (b) return them to Lessor at a place within the
(a) lessee intends to continue each Schedule for the Primary Term and contiguous United States designated by Lessor. Upon return of the
to pay the Rent and other amounts due thereunder. Lessee reasonably Products, Lessee's right to the operating system Software in returned
believes that legally available furls in an amount sufficient to pay ate Products will terminate and Lessee will return the Products with the
Rent dung the Primary Term can be obtained and agrees to do all original certificate of authenticity (attached and unaltered) for the
things lawfully Within its power to obtain and maintain funds from which original operating system Software. Lessee agrees to deinstau and
the Rem and other amounts due may be paid. package the Products for return in a manner which will Protect them
from damage. Lessee shall pay all torts associated with the packing and
(b) Lessee may terminate a Schedule in whole,but not In part by giving return of the Products and shag promptly reimburse Lessor for all costs
at least sixty(60)days notice prior to the end of the then current Fiscal and expenses for missing or damaged Products or operating system
Period (as defined in the Lessee's Secretary/Clerk's Certificate provided Software. N Lessee fails to return all of the Products at the expiration
to Lessor)certifying that: (1)sufficient furls were not appropriated and of the Lease Term or earlier termination (other than for non-
budgeted by Lessee's swemag body or will not otherwise be available appropriation) in accordance with this Section, the Lease Term with
to continue the Lease beyond the current Fiscal Period;one(2)that the respect to the Products that ane rat retuned shall continue to be
Lessee has exhausted all furls legally available for payment of the Rent renewed as described in the Schedule.
beyond the current Fiscal Period. Upon termination of the Schedule,
Lessee's obligations under the Schedule (except those that expressly 9. RISK OF LDS$MAINTENANCE;INSURANCE.
survive the end of the Lease Term)and any interest in the Products shall
cease and Lessee shall surrender the Products in accordance with (a) From the date the Products are delivered to Lessee's ship to
Section 8. Notwithstanding the foregoing, Lessee agrees that, without location until the Products are retumed to Lessor's designated return
creating a pledge, lien or encumbrance upon furls available to lessee location or purchased by Lessee, Lessee agrees: (i)to assume the risk of
in other than its current Fiscal Period,it will use its best efforts to take loss or damage to the Products; (11) to maintain the Products In good
all action necessary to avoid termination of a Schedule, including operating condition and appearance, ordinary wear and tear excepted;
making budget requests for each Fiscal Period during each applicable (01)to comply With all requirements necessary to enforce all warranty
Lease Term for adequate furls to meet its Lease obligations and to rights; and (tv) to promptly repair any repairable damage to the
continue the Schedule in force. Poducts. During the Lease Term, Lessee at its sole discretion has the
option to purchase a maintenance agreement from the provider of its
(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent choice (including, If it so chooses, to self-maintain the Products)w to
and other amours due under a Lease constitutes a current expense of forgo such maintenance agreement altogether; regardless of Lessee's
Lessee and 1s not to be construed to be a debt In contravention of any choice. Lessee will continue to be responsible for its obligations as
applicable constitutional or statutory limitation on the creation of stated in the first sentence of this Section. At all times, Lessee shall
Indebtedness or as a pledge of funds beyond Lessee's current Fiscal provide the following insurance: (x) casualty loss Insurance for the
Period. Products for no less than the Stipulated Loss Value (defined below)
naming lessor as loss payee: and (Y) liability insurance with respect to
6. LICENSED MATERIALS. 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
Software means arry operating system software or computer programs may be required by Inv which names Lessee as an Insured and lessor as
included with the Products (collectively, "Software"). "Licensed an additional insured. Upon Lessor's prior written consent, Lessee may
Materials" are any manuals and documents, end user license provide this insurance pursuant to Lessee's existing self Insurance policy
agreements, evidence of licenses, Inducing, without limitation, any or w provided for under state law. Lessee shall provide Lessor with
certificate of authenticity and other media provided in connection with either an annual centfcate of third party lmuarice or a written
such Software, all as delivered with or affixed as a label to the description of its self insurerice policy or relevant taw, as applicable.
Products. Lessee agrees that this Agreement and any Lease (including The certificate of Insurance will provide that Lessor shall receive at
the sale of any Product pursuant to any purchase option)does not gent least ten (10) days prior written notice of arty material change to or
arty title or interest In Software or Licensed Materials. Any use of the cancellation of the insurance policy or Lessee's self-insurance program,
terms'selt,'purcihm. Ricerse:'lease;and the like In this Agreement if previously approved by Lessor. N Lessee does not give Lessor
or ary Schedule with respect to Software shall be interpreted in evidence of Insurance in accordance with the standards herein, Lessor
accordance with this Section 6. has the right, but not the obligation, to obtain such insurance covering
Lessor's interest In the Products for the Lease Term,including renewals.
7. USE;LOCATION;INSPECTION. If Lessor obtains such Im urence,Lessor will add a monthly,quarterly or
annual charge(as appropriate)to the Rent to reimburse Lessor for the
Lessee shall: (a) comply with all terms and conditions of any Licensed insurance premium and Lessor's then cement Insurance administrative
Materials; and (b) possess and operate the Products only (I) in fee.
accordance with the SeUer'S supply contract and arty service provider's
maintenance and operating manuals, the documentation and applicable (b) If the Products are lost,stolen, destroyed, damaged beyond repair
Laws; and(I)for the business purposes of Lessee. Lessee agrees not to or in the event of any Condemnation, confiscation, setture or
move Products from the location specified in the Schedule without expropriation of such Products ("Casualty Products"), Lessee shall
providing lessor with at least 30 days prior written notice,and then only prompt1Y (I) notify Lessor of the sane and 00 pay to Lessor the
to a location within the continental United States and at Lessee's Stipulated Loss Value for the Casualty Products. The Stipulated Loss
expense. Without notice to lessor, Lessee may temporarily use laptop Value is an amount equal to the wen of(a)all Rent and other amounts
computers at other locations, including outside the United States, then due and owing (including interest at the Overdue Rate from the
provided Lessee complies with the United States Export Control due date until payment is received) under the Lease, plus (b) the
Administration Act of 1979 and the Export Administration Act of 1985,as present value of all future Rem to become due under the Lease during
those Acts are amended from time to time(or any successor or similar the remainder of the Lease Term, plus (c) the present value of the
legislation). Provided Lessor complies with Lessee's reasonable security estimated in place Fair Market Value of the Product at the end cif the
requirements, Lessee shall allow Lessor to inspect the premises where Primary Term as determined by Lessor; plus (d) all other amounts to
the Products are located from time to time during reasonable hours become due and owing during the remaining Lease Term. Untes priced
after reasonable notice In order to confirm Lesseel co Hance with its as a tax-exempt Schedule, each of(b)and(c)shall be calculated using
obligations under this Agreement. the federal funds rate target reported in the Watt Street Journal on the
Commencement Date of the applicable Schedule. The distant rate
8. RETURN. applicable to tax-exempt Schedules shall be federal funds rate target
reported in the Wall Street Journal on the Commencement Date of the
At the expiration or earlier termination of the Lease Tenn of any applicable Schedule less 100 bass points.
Schedule, and except for Products purchased pursuant to any purchase .
aMU-3213 Page 2 of 5
wucr to A,�•Public
10. ALTERATIONS. to diminish during the applicable Lease Term. The Products w1R be used
for the sole purpose of performing one or more of Lessee's governmental
Lessee shall, at its expense, make such alterations to Products during or proprietary, functions consistent within the permissible scope of
the Lease Term as are tepUy required or provided at no charge by Lessee's such";and
Seller. lessee may make other alterations, additions or Improvements
to Products provided that any alteration,addition or improvement shall (1) Lessee has, In accordance with the requirements of law, fully
be readily removable and shall not materially Impair the value or utility budgeted and appropriated sufficient funds to make all Rem payments
of the Products. Upon the return of any Product to lessor, any and other obligations under this Agreement and any Schedule during the
alteration,addition or improvement that is riot reined by Lessee shall current Fiscal Period, and such funds have rat been expended for other
became the property of Lessor free and clear of all liens and purposes.
encumbrances.
12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
11. REPRESENTATIONS AND WARRANTIES OF LESSEE. LIMITATION OF LIABILITY;FINANCE LEASE.
Lessee represents,warrants and covenants to Lessor and will provide to (a) Provided no Event of Default has occurred and Is continuing,Lessor
Lessor at Lessor's request all documents deemed necessary or assigns to Lessee for the lease Term the benefit of any Product
appropriate by Lessor. including Certificate of Insurance, financial warranty and any right of return provided by any Seller.
statements,Secretary or Clerk Certificate,essential use Information or
documents(such as affidavhs,notices and similar instruments In a form (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
satisfactory to Lessor) and Opinions of Cassel (in substantially such MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE
form as provided to Lessee by Lessor and otherwise satisfactory to HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS OWN
Lessor) to the effect that, as of the time Lessee enters into this JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS
Agreement and each Schedule that: MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES THE PRODUCTS AS-IS
AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE,
(a) Lessee is an entity duty organized and existing under and by virtue INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN,
of the authomzing statute or constitutional provisions of its state and is MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE
a state or political subdivision thereof as described In Section 103(a)of HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS
the Internal Revenue Code of 1986, as amended, and the regulations ASSIGNEE FOR ANY LASS, DAMAGE OR EXPOSE CAUSED BY OR WITH
promulgated thereunder as in effect and applicable to the Agreement or RESPECT TO ANY PRODUCTS.
any Schedule, with full power and authority to enter into this
Agreement and any Schedules and perform all of its obligations under (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL,
the Leases; INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE
(b) This Agreement and each Schedule have been duly authorized, OR USE OF ANY PRODUCTS EVEN IF LESSOR 15 ADVISED IN ADVANCE OF
authenticated and delivered by Lessee by proper action of Its governing THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE
beard at a regularly convened meeting and attended by the requisite ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY
majority of board members, or by other appropriate official LIMITED REMEDY PROVIDED IN THIS AGREEMENT,
authentication,as applicable, and all requirements have been met and
procedures have Occurred In order to ensure the validity and (d) Lessee agrees that It is the intent of both parties that each tease
enforceability of this Agreement against Lessee; qualify as a statutory finance tease under Article 2A of the UCC. Lessee
acknowledge either (1) that Lessee has reviewed and approved any
(c) This Agreement and each Schedule constitute the valid, legal and written supply contact covering the Products purchased from the Seller
binding Obligations of Lessee, enforceable In accordance with their for lease to Lessee or(it)that Lessor has informed or advised Lessee,In
terms•, writing, either previously or by this Agreement, that Lessee may have
rights under the supply contract evidencing the purchase of the Products
(d) No other approval,consent or withholding of objection is required and that Lessee should contact the Setter for a description of any such
from any federal, state Or last governmental authority or rights. TO THE FULLEST EXTENT PERMITTED BY APPUCABI.E LAW,
mstrumentatity with respect to the entering into or performance by LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A
Lessee of the Agreement Or any schedule and the transactions LESSEE BY ARTICLE 2A OF THE UCC.
contemplated thereby;
such(e) Lessee has canplied with 13. EVENTS OF DEFAULT.
public bidding requirements and
other state and federal laws as may be applicable to the Agreement and it shalt be an event of default hereunder and under airy Schedule('Event
any Schedule and the acquisition by Lessee of the Products; of Default-)if:
10 The entering into and performance of the Agreement Or any (a) Lessee fails to pay any Rent or other amounts payable under this
Schedule will not (I) violate arty judgment, order, taw Or regulation Agreement or any Schedule within 15 days after the date that such
aPPUcable to Lessee; (It)result in any breach of,or constitute a default payment is due;
under,any instrument to which the Lessee is a party or by which R or Its
assets may be bound; or IRi)result in the creation of any Uen, charge, (b) Any representation or warranty made by Lessee to Lessor in
security Interest or ocher encumbrance upon any asses Of the Lessee or connection with this Agreement,any Schedule Or any other Document is
on the Products,other than those created pursuant to this Agreement; at the time made materially untrue or Incorrect;
(9) There are no actions,ours,proceedings,inquiries or Investigations, (c) Lessee falls to comply,with any other obligation or provision of this
at law or to equity, before or by any court, public board Or body, Agreement or any Schedule and such failure shag have continued fa 30
pending or threatened against or affecting Lessee, nor to the best of days after notice from Lessor;
Lessee's knowledge and belief Is there any basis therefor, which N
determined adversely to Lessee will have a material adverse effect on (d) Lessee(i)is generally not paying is debts as they became due or
the ability of Lessee to fulffll Its obligations under the Agreement or any (if) takes action for the purpose of Invoking the protection of any
Schedule; bankruptcy or insolvency taw,or any such law is Invoked against Or with
respect to lessee or is property and such petition is not dismissed
IN The Products are essential to the proper, efficient and economic within 60 days;or
operation of Lessee Or to the services which Lessee provides to its
citizens. Lessee expects to make immediate use of the Products. for (a) Any provision of this Agreement ceases to be valid and binding on
which It has an immediate reed that is neither temporary nor expected Lessee, is declared null and void, or is vat" or enforceability is
PAM" :55=-M3
N ova Asaamhda_nenk Page 3 of 5
contested by Lessee or any governmental agency or authority whereby This Indemnity shall not extend to any lass caused solely by the gross
the loss of such provision would materially adversely affect the rights or negligence or willful misconduct of Lessor. Lessee shag be responsible
security of Lessor, or Lessee denies any further liability or obligation for the defense and resolution of such Claim at Its expense and shall pay
under this Agreement or arty amount for resolution and all costs and damages awarded against or
Incurred by Lessor or any other person indemnified hereunder;proAded,
(f) Lessee is In default under any other lease, contract, or obligation however, that any person Indemnified hereunder shall have the right to
now existing or hereafter entered Into with Lessor or Seller or any participate in the defense of such Claim with counsel Of its ctglce and
assignee of Lessor. at Its expense and to approve am such resolution. Lessee shall keep
Lessor informed at all times as to the status of the Claim.
14. REMEDIES;TERMINATION
17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS,
(a) Upon an Event of Default under any Schedule all of Lessees rights
(including its rights to the Products), but not its obligations thereunder, As between Lessor and lessee, title t0 Products (other than any
shall automatically be cancelled without notice and Lessor may exercise Licensed Materials) is and shall remain with Lessor. Products are
one or more of the following remedies In its sole discretion: considered personal property and Lessee Shinji, at Lessees expense,
keep Products(I) require Lessee to realm arty and all such Prod a Products to arising
and through
of Yens and encumbrances any Mud
Immediately
accordance with Section 8, or If
requested by Lessor, to assemble the notify Lessor if Lessors Interest is Subject to compromise.ll Losee shall
Products in a single location designated by Lessor and to grant Lessor not remove, cover, or alter plates, labels, or other markings placed
the right to enter the premises where such Products are located upon Products by Lessor,Seller or any other supplier.
(regardless of where assembled)for the purpose of repossession;
18. NONPERFORMANCE BY LESSEE.
(II) sell, lease or otherwise dispose of and or all Products (as
agent and attorney-In-fact for Lessee to the extent necessary)upon such If Lessee fails to perform any of its obligation hereunder or under any
terms and in Such manner (at public or private sale) as Lessor deems Schedule, Lessor shall have the right but not the obligation to effect
advisable in its sole discretion(a"Disposition"); such performance and lessee shag promptly reimburse Lessor for all out
(fit) declare Immediately due and of pocket arid other reasonable expenses incurred In connection with
payable as a pre-estimate of such performance,with interest at the Overdue Rate.
liquidated damages for Was of bargain and not as a penalty, the
Stipulated Loss Value of the Products in lieu of any further Rent. in 19. NOTICES.
which event Lessee shag pay such amount to lessor within 10 days after
the date of Lessor's demand;or All notices shall be given In writing and, except for billings and
communications In the ordinary course of brininess,shall be delivered by
(iv) Proceed by appropriate court action either at law or in overnight cagier service,delivered personally or sent by certified mail,
equity (including an action for specific perfomunnce) to enforce return receipt requested,and shall be effective from the date of receipt
performance by Lessee or recover damages associated With ouch Event unless mailed,In which use the effective date will be four(4)Business
of Default or exercise any other remedy available to Lessor in taw or in Days after the date of malting. Notices to Lessor by Lessee shall be sent
equity. to: Ded Financial Services I.L.C., Attn. Legal Department, One Dell
Way,Round Rode,TX 7M82,or such other mailing address designated In
(b) Lessee shall pay all costs and expenses arising or incurred by wrill%by Lessor. Notice to Lessee shall be to the address on the first
Lessor,Including reasonable attorney fees,In connection with or related page of this Agreement or Rich other mafhrg address designated in
to an Event of Default or the repossession,transportation, re-furbishing, writing by Lessee.
storage and Dlspdsition of any or all Products ("Default Expenses"). In
the event Lessor recovers proceeds (net of Default Expenses) from Its 20. ASSIGNMENT.
Disposition of the Products. Lessor shall credit such proceeds against the
owed Stipulated Loss Value. Lessee shalt remain liable to Lessor for any (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR
deficiency. With respect to this Section, to the extent the proceeds of SUBLEASE ANY PRODUCTIS) WITH THE PRIOR WRITTEN CONSENT OF
the Disposition (net of Default Expenses) exceed the Stipulated Loss LESSOR (SUCH CONSENT HOT TO BE UNREASONABLY WITHHELD).
Value owed under the Lease, or Lessee has paid Lessor the Stipulated LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE FEE
Lass Value, the Default Expenses and all other amounts owing under the FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No asslgnimerit or
Lease, Lessee shag be entitled to Such excess and shall have no further sublease shag in any way discharge Lessee's obligation to Lessor under
obligations with respect to such Lease. All rights of Lessor are this Agreement or Schedule.
wmulattve and not alternative and may be exercised. by Lessor
separately or together. (b) Lessor may at any time without notice to Lessee,but subject to the
rights of Lessee, transfer, assign, or grant a security interest in any
15. QUIET ENJOYMENT. Product, this Agreement, any Schedule, or any rights and Obligations
hereunder or thereunder in whole or In part. Lessee hereby consents to
Lessor shall not interfere with Lessee's right to possession and quiet such assignments, agrees to comply fuly with the terns thereof, and
enjoyment of Products during the relevant Lease Tenn, provided no agrees to execute and deliver promptly such acknowledgments,opirn.,
Event Of Default has occurred and is continuing. Lessor represents and of counsel and other instruments reasonably requested to effect such
warrants that as of the Commencement Date of the applicable assignment.
Schedule.Lessor has the right to lease the Products to Lessee.
16. INDEMNIFICATION. (c) Subject to the foregoing, this Agreement and each Schedule shall
be binding upon and inure to the box-fit Of Lessor, Lessee and their
To the extent permitted by law, Lessee shalt indemnify, defend and successors and assigns.
hold lessor, Its assignees, and their respective officers, directors, 21. GOVERNING LAW;JURISDICTION AND VENUE; WAIVER OF AIRY
employees. representatives and agents harmless from and against, all TRIAL
claims, liabilities, costs or expenses, Including legal fees and expenses
Icollecttvely, 'Chalms1,arising from or Inured to connection with this THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY
Agreement, any Schedule, or the selection, manufacture, possession, CALIFORNIA LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS
ownership, use, condition, or realm of any Products (Including Claims PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC
for Personal Injury or death or damage to property, and to the extent SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE
Lessee is responsible, Claims related to the subsequent use or CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN
Disposition of the Products or any data in or alteration of the Products. RIVERSIDE,CALIFORNIA,AND WAIVES ANY OBJECTION TO VENUE IN SUCH
Rvh. :550n.310
wowraor,low -R,bik Page40f5
COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY, arty hearing,trial or proceeding of any kind with respect to a Document,
Lessor may produce a tangible copy of the Document transmitted by
22. MISCELLANEOUS. Lessee to Lessor by facsimile or as an a-mail attachment and such signed
copy shalt be deemed to be the original of the Document. To the extent
(a) The headings used in this Agreement are for convenience only and (if any) that the Document constitutes chattel paper under the Uniform
shall have no legal effect. This Agreement shall be interpreted without Commercial Code, the authoritative copy of the Document shall be the
any strict construction in favor of or against either party. copy designated by Lessor or its assignee, from time to time, w the
copy available for access and review by Lessee, Lessor or Its assignee.
(b) The provisions of Sections 6, B, 11, 12(b), 12(c), 12(d), 16, 21 and All other copies are deemed identified as copies of the authoritative
22 shall continue in full force and effect even after the term or copy. In the event of inadvertent destruction of the authoritative copy,
expiration of this Agreement or any Schedule. 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
(c) Failure of Lessor at any time to require Lessees performance of any archive copy, and the restored copy shall become the authoritative
obligation shall not affect the right to require performance of that copy. At Lessor's option, this electronic record may be converted into
obligation. No term, condition or provision of this Agreement or any paper form. At such time, such paper copy will be designated or
Schedule shall be waived or deemed to have been waived by Lessor marked as the authoritative copy of the Document.
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 EXECUTED by the undersigned on the dates set forth
was given. below, to be effective as of the Effective Date.
(d) Lessee shall furnish such financial statements of Lessee (prepared City of Palm Springs, California
In accordance with generally accepted accounting principles) and other °Lessee"
Information as Lessor may from time to time reasonably request.
(e) If any provision(s) of this Agreement is deemed imalid or B
unenforceable to any extent(other than provisions going to the essence David H. Rea
of this Agreement)the same shall not in any respect affect the validity, NAME: Y
legality or enforceability Ito the fullest extent permitted by law)of the
remainder of this Agreement,and the parties shall use their best efforts City Ma na er
to replace such illegal, invalid or unenforceable provisions with an TITLE: _
enforceable provision approximating,to the extent possible,the original
intent of the parties. DATE:
��y
(f) Unless otherwise provided, all obligations hereunder shalt be Dell Financial Services L.L.C.
performed or observed at the respective party's expense.
"Lessor"
(g) Lessee shall take any action reasonably requested by Lessor for the
purpose of fully effectuating the intent and purposes of this Agreement BY:
or any Schedule. If any Lease is determined to be other than a true
tease, Lessee hereby grants to Lessor a first priority security interest in NAME:
the Products and all proceeds thereof. Lessee acknowledges that by Gre ry DeKuxk
signing this Agreement, Lessee has authorized Lessor to file any
financing statements or related filings as Lessor may reasonably deem TITLE: nr r
necessary or appropriate. Lessor may file a copy of this Agreement or 1
any Schedule In lieu of a financing statement. DATE: 1p
(h) This Agreement and any Schedule may be signed in any number of
counterparts each of which when so executed or otherwise
authenticated and delivered shall be an original but all counterparts
shall together constitute one and the same instrument. To the extent
each Schedule would constitute chattel paper as such term is defined in ,gl
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 Lessors possession marked by Lessor as either
"Original"or"Counterpart Number l". �„_:,•_,.y.....�
(i) This Agreement and the Schedules hereto between Lessor and
Lessee set forth all of the understandings and agreements between the Q7 dj. J-0 /y--
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 1'•
writing duty signed or otherwise authenticated by Lessor and Lessee. APPROVES BY C1:f M,1!iaI^. IL
(j) If Lessee delivers this signed Master Lease, or any Schedule, !AFL JE
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 ATfE$T:
version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an email attachment, facsimile transmission or
by U.S. mail, Lessee acknowledges that Lessor is miytng on Lessee's
representation that the Document has not been altered. Lessee further
agrees that, notwithstanding any rule of evidence to the contrary, in it CClerk
xefmra :5soosz3z13 Page 5 of 5
M WLease Apeement-P, k
BuySpeed Online Page 1 of 3
y
Purchase Order PO Printed Date:;
07/16/2014'
��EVPYM spy .
�S CITY OF PALM SPRINGS
u °• Procurement&Contracting Division
3200 East Tahqultz Canyon Way
-.•�' Palm Springs,CA 92262
rAlrlO RNS�
11107 00000768 Purchase Order
V Dell Computer Corporation PO Date: 0711612014 Number
N H other Rex One Dell Way Buyer: Leigh Gileno 9$-0286 : D
D Round Rock,TX 78682 Phone#: (760)322-8374
0 US FOB: F.O.B.,Destlnatlon ALL PACKING SLIPS,
R Email;Heather_Rex@dell.com INVOICES AND
Phone;(512)513.9019 Terms: Net30 CORRESPONDENCE
FAX:(512)283.0945 MUST REFERENCE THIS
NUMBER.
S B
H 30100-POLICE DEPARTMENT I Accounts Payable
I POLCi -Palm Springs Police Dept L PO BOX 2743
P 200 S.Civic Drive L PALM SPRINGS,CA 92263
Palm Springs,CA 92262 us
T US T
0 0
Department Bid Number Requisition Delivery Date
Number
30100-POLICE DEPARTMENT 30100-15-06362 0 Days ARO
Item Class-Item Bid Req Line Quantity Unit Unit Total
Item# Item# Price
1 (204 - 53)This Purchase Order 30100-15-06362-1 1.0 YR-Year $25,605.14 $25,605.14
represents the first year payment of
$33,589.47 for a 5 year Master Lease
Agreement for computer equipment in the
.amount of$154,056 as approved by Chy
Council on 41212014,Plus$13,851.35 for
the lease charge(interest)under the
authority of the City Manager.A Change
Order shall be issued annually for years 2-
5 of the lease term in the same amount,for a grand total of$167,947.35 over the 5
year term.100-OptiPlex 9020 Mini Tower
Manufacturer:Dell
Notes:
Pricing for computers and
soundbor as per quotation
#686120330 dated
7/7/2014 for customer
#5039689 on Contract
#WN99ABZ for Customer
Agrmt#WSCA B2716.
2 (204 - 53)100-Dell Stereo USB 30100-15-06362.2 14 YR-Year $682.84 $682.84
Monftor SoundbarAC511
3 (204 - 53)100-VLA Office Pro Plus 30100-15.06362-3 1.0 YR-Year $7,301.49 $7,301.49
2013
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Notes:
Pricing for software per
quotation#686121845
dated W712014.
Reference Customer
#6039689 to Contract
#AM99ABZ for Customer
Agmi t#WSCA 527160.
FY Account Code I Dollar
Amount
E15 2613201-52094 $25166.00
15 261.3201.52096 1 $8423.47
Subtotal $33,589.47
Tax $0.00
Freight $0.00
Discount $0.00
Total $33.589.47
Authorized Clt Ignature
FINANCEAPPR VED DATE ENCUMBERED
PURCHASE ORDER TERMS AND CONDITIONS
1. Please Submit invoices in duplicate 4. Notify at Once If Order cannot be filled
2. Please submit separate invoices for each other 5. The city is not exempt from California sales tax.
3. Show PO#on each carton label. 6. The city is exempt from Federal excise tax.
1. Acceptance:City reserves the right to refuse any goods and to cancel all or any part of the goods not conforming to applicable
specificalfDns drawings,samples or descriptions Acceptance of any part of the order shall not bind City to accept future shipments,
nor deprive it of the right to return goods already accepted.
2. Late Deliveries:If delivery of the commodity or service cannot be made as speicified or sooner and at the prlce shown,notify the
City Purchasing Manager Immediately.And correspondence,other than invoices,relating to this Order must be sent to the
Purchasing Manager,The City reserves the right to cancel order if delivery is not made by the time specified.
3. Risk of loss:Delivery shall not be deemed to be complete until the goods have been actually received and accepted by the City,
4. Defects:.By accepting this order Seller acknowledges that the goods covered by this order are satisfactory for the purposes intended
by city.
5. Prices:Unless otherwise provided,goods shall be furnished at the prices indicated on this order only.Invoices will be horored for
purchase order prices only.Price on the order Include delivery to the Department within building unless otherwise specified on the
order.
6. Patent Infringement Seller agrees to indemnify City and hold it harmless from and against all liability, loss,damage,and expense,
including reasonable counsel fees resulting from any actual or claimed trademark patent or copyright infringement,or any litigation
based thereon with respect to any part of the goods covered by the order,and such obligation shall survive acceptance of the goods
and payment therefore by the City.
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7. Packing:All goods,wrappers and containers must bear markings and labels required by applicable federal,state,and municipal
laws and regulations for the protection and safety of persons and property and Seller warrants that prices include all charges to
packing,crating,and transportation to f.o.b.point.
8. Nonassignment:This order must not be assigned or transferred to anyone without the written approval of the Purchasing Manager.
9. Labor Disputes:Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the order.
Seller shall Immediately give notice thereof to City.
10. HAZARDOUS MATERIAL:SELLER SHALL PROVIDE MATERIAL SAFTTY DATA SHEETS FOR EACH PRODUCT CONTAINING
HAZARDOUS SUBSTANCES AS LISTED BY CALIF.DIR. IND.REL IN CALIF.ADM.CODE,TITLE 8,SEC 5194 AND LABOR
COSTS.Seller agrees to fudsh Material Safety Data Sheet(Form OSHA-20)as applicable for hazardous or potentially hazardous
products.
-11. Discounts:Discount period will be computed from date of receipt of invoice,or goods or services whichever Is the later date.
12, Hold harmless:seller agrees to indemnify,defend and save City and its agents and employees harmless from any and all liability,
claims,damages or injuries to any person,including injury to Sellers employees and all claims which arise from or are connected
with the negligent performance of or failure to perform the work or other obligations of this agreement,or are caused or claim to be
caused by the negligent acts of Seller,its agents or employees,and all expenses of investigating and defending against same;
provided,however,that this indemnification and hold harmless shall not include any claim arising from the sole negligence or willful
misconduct of the City,its agents or employees.
13. In the event of any conflict between the provisions of this Purchase Order Terms and Conditions and the terms of any proposal or
related documents submitted by a vendor or a consultant,Including without limitation a scope of work or alternate Contract terms and
conditions,the provisions of this Purchase Order Terms and Conditions shall control.
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