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HomeMy WebLinkAbout2000-113NOTE Change Order #2 - Ordinance No 2000-444 NOTE Change Order #3 - Ordinance No 2001-156 NOTE Change Order #5 - Ordinance No 2001-284 NOTE Change Order #6 - Ordinance No 2002-061. ORDINANCE NO AN ORDINANCE AWARDING A CONTRACT FOR THE LEASE OF DESKTOP PC'S, NOTEBOOKS SOFTWARE AND PERIPHERALS AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION, DEPARTMENT OF INFORMATION SERVICES (DIR), PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 03628 TO DELL FINANCIAL SERVICES IN THE AMOUNT OF $157,233 PER 6 MONTH FOR A TOTAL AMOUNT OF $943,398 INCLUDING 36 MONTHS LEASE FINANCING) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "Purchase Orders" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved PURCHASE ORDER VENDOR AMOUNT 03628 Dell Financial Services $157,233 SECTION II That by the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval St PASSED AND APPROVED this oql— day of U 12000 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO HERBERT le-M ; BY 03623 - PO iALTE FORM 'Y ATTORNEY JAI ILLER, MAYOR ATTACHMENT 1 0 o z a W r o QO¢w^ V J y` C) O cn m �LLLL r O O Z J v Q 404 z° a m z d H N y w U' U H 0 H H D H N DQ Hwcn(o W i < DC a O XEH LO O w C 4 0 H I c � z o m z z w o h 0 O W W O W m U U H m q c! O x coW N ~,c o J Z�,,� ^Yp G ON 0co3 oC CC c 0 �I v O`o3° moo pU O r I « OWN _m QVQ)O N U 0 OD R W co a N r W U H ' D H a w N OD a a a H >+ U Dt X 3 ?4 H .D 0 q M z a z W W q z0 o gowa x 0 H H z H H E+ N W q 0 LL 0 0 H O a' O a- J DIR hell Lease Agreement http //www dtr state tx us/busops/servtce_contracts/dell_lease htm State of Texas Dell Financial Services Master Lease Agreement Department of Information Resources has a Master Lease Agreement with Dell Financial Services (DFS) Dell ncial Services is the leasing company for Dell Corporation CAN PARTICIPATE. All state agencies, institutions of higher education and local government entities may through the Master Lease Agreement, or purchase through DIR's contract with Dell Marketing, L P At DFS' option, it may offer non -Dell branded equipment through the Master Lease int sold by Dell Marketing, L P is available for lease through the Master Lease Agreement LEASE OR PURCHASE. Before deciding whether to lease or purchase information technology we recommend you read "Lease vs Purchase, Guidelines for Lease vs Purchase of Information as, published by DIR in May, 1998 "The publication can be accessed at httD //www dir state tx.us/TIC/ ease note that these documents are in pdf format and will require the Adobe Acrobat Reader to view This viewer available free at htto.//www.adobe com/prodindextecrobattreadstep.htmI lase read each of the documents carefully and ask your legal counsel to provide advice on your rights and ponsibilities under the Master Lease Agreement and the DFS True Lease Schedule If you lease equipment ough DIR's Master Lease Agreement with DFS, you accept the terms and conditions of the Master Lease reement, as, well as the terms and conditions of the DFS True Lease Schedule, which will be signed by you lessee and DFS as Lessor Although DIR is a party to the Master Lease Agreement, it is not a party to the DFS is Lease Schedule V TO PARTICIPATE. If you are Interested in leasing, please contact DIR (see contact information below) to iss the equipment you may want to lease DIR will obtain a quote from the manufacturer and provide the mation to DFS for calculation of the lease rate factor to be charged as rent under the DFS True Lease 3dule The lease rate factor will include DFS' recovery of the cost of the equipment, Its cost of funding and head, and DIR's administrative fee, which Is presently 2% of the total lease amount We will then forward the e rate factor calculation to you for consideration You may contact DIR or DFS with questions about the lease factor If you lease through the Master Lease Agreement, you will execute a DFS True Lease Schedule Upon ipt and acceptance of the equipment, you will also execute a Certificate of Acceptance Under the terms of the ter Lease Agreement, you will issue to DFS a purchase order for the rent indicated on the DFS True Lease (CONTACT INFiORMATION. DIR State Contract Administrator Dell Financial Services Contact Stephanie Cano David Lynn stechanie.canoOdir state.tx.us David Lynn -us.dell com (512) 475-2003, voice (817) 236-8269, voice (512) 475-4759, fax (8 17) 485-4344, fax I or2 '1ill Inn, 17 nM mossna, -4w" Financial Services MASTER LEASE AGREEMENT NO This Master Leese Agreement dated and affective as of between Dell Financial Services L P with Its principal office One Dell Way SPf Round Rock Taxes 78682 (the Lessor ) and with Its principal office at (the Lessee I TERMS AND CONDITIONS 1 Definitions, Aasat(a) All of the personal property Including hardware software or licensed products services end/or maintenance listed on any Schedule When Assets) refers to software licensed to Lessee it shall be understood that said software shall continue to be owned by licensor as set forth in the applicable software license agreement Commencement Dale The date(s) Lessees obligation to pay Rent begins which will be the delivery date for each Asset Initial Schedule Term The period Initially agreed to constitute the lease period as set forth In the Schedule Schedule Term For each Schedule shall Include the Initial Schedule Term and any Renewal Schedule Terms Renewal Schedule Term Any period subsequent to the Initial Schedule Term Rent The payment by Leeaee to Lessor of money for the lease of the Assails) covered by the Schedule Schedule The document entitled True Lease Schedule specifying the Asset(a) Rent payments casualty values Lessors coats and other information 2 Schedules. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor subject to the terms and conditions of this Master Lease Agreement the Assails) described In each Schedule Each Schedule constitutes a separately assignable agreement between the parties and incorporates in full the terms and conditions of this Master Lease Agreement Term of Master Lease Agreement and Schedules (a) The term of this Master Lease Agreement commences on the execution date hereof and continues until (1) the obligations of Lessee under every Schedule are fully discharged and (I1) either party provides thirty (30) days prior written notice of termination (b) The Initial Schedule Term for each Schedule shall be as set forth thereon Until either party provides the other with prior written notice of termination Renewal Schedule Terms of each Schedule shall extend automatically at the Rent lest In effect for successive three month terms beyond the expiration of the Initial Schedule Term All such terminations are effective only (1) following written notice received not less than ninety (90) days prior to the and of the Schedule Term (II) on the last day of the Initial Schedule Term or Renewal Schedule Term then in effect and (III) with respect to not less than all Aeset(s) under a Schedule Notice of termination by Lessee may not be revoked without Lessor s consent Rent Non Abatement, Lab Payments (a) As Rent for the Assets) Lessee shall pay Lessor the amounts on the due dates set forth In the Schedule (b) Each Schedule Is a net lease and except as specifically provided herein Lessee shell be responsible for all costs and expenses arising In connection with the Schedule or Aseel(s) Lessee acknowledges and agrees except as expressly provided in Section 18 hereof that Its obligation to pay Rant and other sums payable hereunder and the rights of Lessor and Lessors assigns shall be absolute and unconditional In all events and shall not be subject to any abatement reduction set off defense counterclaim or recoupment due or alleged to be due by reason of any past present or future claims Lessee may have against Lessor Lessor assigns the manufacturer vendor or maintalner of the Asset s) or any person for any reason whatsoever (c) On all amounts not paid by Lessee when due late charges shall accrue at the rate of eighteen percent (18%) per annum (or the maximum rate allowable by law If lees) from the due dates thereof until received by Lessor Late charges and attorneys fees necessary to recover Rent and other amounts owed hereunder are considered an integral part of this Master Lease Agreement Selection Inspection, Acceptance (a) The Assat(s) are of a size design capacity and manufacture selected by Lessee in Its sole judgment and not in reliance on the advice or representations of Lessor Neither the manufacturer nor vendor Is an agent of Lessor No representation by the manufacturer or vendor shall in any way affect Lessee a duly to pay Rant and perform its other obligations hereunder Each Schedule Is intended to be a finance lease as defined in Article 2A of the Uniform Commemlel Code Lessor has acquired or will acquire the Equipment In connection with this Lease Lessee acknowledges either (a) that Lessee has reviewed and approved any written purchase order supply contract or purchase agreement ( Supply Contract ) covering the Equipment purchased from the manufacturer or vendor thereof ( Vendor ) for lease to Lessee or (b) that Lessor has Informed or advised Lessee In writing either previously or by this Leese of the following (1) the Identity of the Vendor (II) that the Lasses may have rights under the Supply Contract and (ill) that the Lessee may contact the Vendor for a description of such rights that Lessee may have under the Supply Contract Lessor shall not be liable for damages for any reason for any act or omission of the Vendor Lessor agrees to the extent they are assignable to assign to Lessee without recourse to Lessor any warranties provided to Lessor with respect to the Equipment (b) Promptly upon delivery Losses will Inspect the Assets) and not later than 5 business days following the Commencement Date Lessee will execute and deliver either If) an Acceptance Certificate In the form of Exhibit A hereto for the Assets) or (h) written notification of any defects In the Assets) If Lessee has not given notice within such time period the Assails) shall be conclusively deemed accepted Warranties Quiet Enjoyment and Dlsolalmer Indemnity (a) Lessor warrants that provided Lessee is not In default Lessor will not Interfere with Lessee s quiet use and enjoyment of the Assets) (b) EXCEPT FOR THE PROVISIONS OF e(a) ABOVE WITH REGARD TO THE ASSETS) LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE OF CONDITION PERFORMANCE SUITABILITY OR DESIGN OR CONFORMITY TO ANY LAW RULE REGULATION AGREEMENT OR SPECIFICATION OR OF INFRINGEMENT OF ANY PATENT TRADE SECRET TRADEMARK COPYRIGHT OR OTHER INTANGIBLE PROPERTY RIGHT Lessor shall have no liability to Lessee nor any other party, nor shall Lessee abate payments for any loss claim or damage of any nature caused or alleged to be caused directly Indirectly incidentally or consequentially by the Assets) any Inadequacy thereof deficiency or defect therein (whether known or knowable by Lessor) by any incident whatsoever arising In connection therewith whether in strict liability or otherwise or in any way related to or arising out of this Master Lease Agreement or any Schedule (c) Except as may directly result from Lessors gross negligence or willful misconduct Lessee hereby Indemnities Lessor and Its Asslgnee(s) against and holds them harmless from any and all claims Including court coats and attorneys too$ arising out of this Master Lease Agreement any Schedule or the Assets) Including without limitation the manufacture selection purchase license delivery possession use operation control maintenance Infringement of any patent trade secret trademark copyright or other intangible property right or personal Injury or death arising In strict liability breech of warranty or negligence In addition Lessee hereby Indemnifies Lessor and Its Assignee(s) for any loss or damages incurred (Including without limitation loss of anticipated yield) Lessee a obligations hereunder shall survive the expiration of the Master Leese Agreement and the Schedule(s) Installation Use; Repair and Maintenance (a) Lessee shall provide a piece of Installation which conforms to the requirements of the manufacturer (b) Subject to the terms hereof Lessee shell be entitled to unlimited use of the Assets) except that In the case of software the Assails) are subject to the parties rights under the applicable software license agreement Lessee shall not use or permit the use of the Assails) for any purpose which according to the specifications of the manufacturer the Assets) are not designed or reasonably suited Lessee shall use the Assails) in a careful and proper manner and shall comply with all of the manufacturers Instructions governmental rules regulations requirements and laws and all Insurance requirements if any with regard to the use operation or maintenance of the Asses) (c) Lessee shall be solely responsible for the delivery Installation maintenance and repair of the Assets) During the Schedule Term Lessee shell (1) keep the Assails) in good repair condition and working order (11) maintain In force a maintenance contract with the manufacturer or with another qualified service organization and (111) permit access to the Assets) for Installation of engineering changes required to maintain the Assets) at the manufacturers current engineering levels Ownership, Inspection Relocation Personal Properly (a) The Assails) shall at all limes be and remain the sole and exclusive property of Lessor subject to the parties rights under any applicable software license agreement Lessee shall have no right title or Interest In the Assails) (b) Lessor Its assigns or their agents shall be permitted free access at reasonable times to Inspect the Aaset(s) (c) Lessee shall at all times keep the Assails) within Its exclusive possession and control Upon Lessors prior written consent which shell not be unreasonably withheld Lessee may move the Assets) to another location of Lessee within the continental United States provided (1) Lessee Is not In default on any Schedule (II) Lessee executes and causes to be filed at Its expense such instruments as are necessary to preserve and perfect the Interests of Lessor and Its assigns in the Assails) (Ili) Lessee pays all costa of and provides adequate Insurance during such movement and (Iv) Lessee pays all costs otherwise associated with such relocation (d) Lessee agrees that the Asaet(e) shall be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to lose Its identity as the separate properly of Lessor Upon request Lessee will enter Into all agreements necessary to ensure that the Assets) remain the personal property of Lessor Liens Taxes (a) Lessee shall at Its expense keep the Assets) free and clear of all levies lions and encumbrances except those In favor of Lessor or Its assigns (b) Throughout the Schedule Term Lessee shell declare and pay all license fees registration fees assessments charges and taxes related to the Assails) excluding however any taxes based or measured solely on Lessors net Income Lessee may in good faith and by appropriate proceedings contest any such taxes so long as such proceedings do not Involve any danger of sale forfeiture or lose of the Assails) or any Interest therein In such event Lessee agrees to Indemnify Lessor and hold It harmless from any damages claims or charges which may result from Lessee a commencement of such proceedings Lessee is hereby appointed attorney In fact of Lessor solely to declare file and pay all of the aforementioned amounts when due and owing for any period assessed while Lessee is in possession of the Asset(s) 10 Risk of Loss (a) Commencing upon delivery and continuing throughout the Schedule Term Lessee shall bear the entire risk of loss with respect to any Asset damage destruction lose theft or governmental taking whether partial or complete for any reason No event of loss shall relieve Lessee of Its obligation to pay Rent under any Schedule (b) If any Asset Is damaged Lessee shall promptly notify Lessor and at Lessee s expense within 60 days of such damage cause to be made such repairs as are necessary to return such Item to Its previous condition (c) In the event any Asset is destroyed damaged beyond repair lost stolen or taken by governmental action for a stated period extending beyond the term of any Schedule (an Event of Lose ) Lessee shall promptly notify Lessor and pay to Lessor on the next Rent payment date following such Event of Loss an amount equal to the Casually Value for the Asset suffering the Event of Lose then in affect as set forth on the Schedule After payment of such Casualty Value and all Rent and other amount. due and owing on and before such Rent payment date Lessee s obligation to pay further Rent allocable to the Asset which suffered the Event of Loss shall cease After receipt of such Casualty Value by Lessor or its assigns Lessee shell be entitled to receive any Insurance Or other recovery received by Lessor or Its assigns In connection with such Event of Loss and the Assets) for which such Casualty Value was received shall be conveyed to Lessee AS IS WHERE IS and free and clear of all Ilene and encumbrances created by or arising through Lessor but otherwise WITHOUT FURTHER WARRANTY (EXPRESS OR IMPLIED) WHATSOEVER INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE (d) In the event of a governmental taking of an Asset for an Indefinite period or for a stated period which does not extend beyond the Schedule Term all obligations of the Lessee with respect to such Asset (including payment of Rent) shell continua So long as Lessee is not In default hereunder Lessor shall pay to Lessee all sums received by Lessor from the government by reason of such taking 11 Insurance Lessee at its expense shell maintain fire and extended coverage Insurance against loss theft damage or destruction of the Assets) In an amount not less than the Casualty Value of the Asselfs) Lessee shall further at Its expense provide and maintain comprehensive public liability insurance In an amount of $1 000 000 per occurrence against claims for bodily Injury death end/or property damage arising out of the use ownership possession operation or condition of the Asset(s) together with such other insurance as may be required by law which names Lessee as an Insured and Lessor and Its assign(s) as additional Insureds as their respective Interest may appear Such insurance shall contain a clause requiring the insurer to give Lessor at least one month prior written notice of the cancellation or any alteration In the terms of such policy Each policy of properly damage Insurance shall name Lessor and its assign(s) as loss payees and shell state that all claims thereunder shall be payable to such party(les) Irrespective of any breach of warranty or other act or omisslon of Lessee Each Insurance policy shall be with an insurance carrier licensed to provide the Insurance required herein in the states where the Asset(s) are located Leases hereby appoints Lessor as Lessee a attorney In fact upon Lessee a failure to act promptly In any manner with regard to any claim to make proof of lose and claim for insurance to make adjustments with Insurers and to receive payment of and execute or endorse all documents check. and drafts In connection with payments made as a result of such insurance policies Lessee will not make adjustments with Insurers except with Lessors written consent Lessee shall furnish to Lessor upon request certificates of insurance or other evidence satisfactory to Lessor that such Insurance coverage Is In effect or If Lessor consents that Lessee is self Insured Lessee s liability for lose under Section 10 shell not be diminished by any Insurance payment lees than the actual amount Of the lose 12 Surrender of Assails) (a) On the last day of the Schedule Term Lessee shell return the Assel(s) to Lessor In good repair condition and working order ordinary wear and tear alone excepted at the location specified by Lessor Lessee shall arrange antl pay for demstallalion and packing in accordance with the manufacturers specifications and for Insured transportation such Insurance coverage to be not less then the Assails) Casually Value last in effect Lessee shall at Its expense cause each Asset to be repaired as necessary to conform to the foregoing return conditions (b) If on the last day of the Schedule Term Lessee shell fall to return to Lessor any Asset listed on the Schedule Lessee shell be treated as a holdover tenant for all of the Assells) listed on the Schedule for a Renewal Schedule Term In accordance with Section 3(b) above and shall continue to pay Rent in the amount set forth In the Schedule for all Asset($) This provision shall continue for periods beyond the first such renewal term In no event may Lessee avoid the affect of this provision by returning less than all Assets) listed on any Schedule or by returning substitute assets unless Lessor in its sole discretion shall expressly agree In writing (c) This Section shell not derogate from Lessors right to be exercised In Its sole discretion to obtain return of all Assails) on the last day of any Schedule Term or to declare an Event of Default for any failure of Lessee to so return the Asset(s) 13 Representations and Warranties of Lessee Lessee represents and warrants for the benefit of Lessor and Its assigns and Lessee will provide an opinion of counsel to the effect that as of the time of execution of the Master Lease Agreement and each Schedule (a) Lessee Is an entity organized and existing under and by virtue of the authorizing statute or constitutional provisions of Its stale and Is a state or political subdivision under Internal Revenue Code Section 103(s) (b) The Master Lease Agreement and each Schedule have been duly authorized executed and delivered by Lessee and constitute valid legal and binding agreements of Lessee enforceable In accordance with their terms (c) No approval consent or withholding of objection Is required from any federal or other governmental authority or Instrumentality with respect to the entering Into or performance by Lessee of this Master Leese Agreement or any Schedule (d) The entering Into and performance of the Master Lease Agreement or any Schedule will not violate any judgment order law or regulation applicable to Lessee or result In any breach of or constitute a default under or result in the creation of any lion charge security Interest or other encumbrance upon assets of the Lessee or on the Assails) pursuant to any Instrument to which the Lessee Is a party or by which It or Its assets may be bound (a) To the best of Lessee a knowledge and belief there are no suite or proceedings pending or threatened against or affecting Lessee which If determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill Its obligations under the Master Lease Agreement or any Schedule and (f) The use of the Assails) Is essential to Lessee s proper efficient and economic operation and Lessee will sign and provide to Lessor upon execution of each Schedule hereto written certification to that effect 14 Default and Remedies (a) The occurrence of any of the following events shall constitute an event of default ( Event of Default ) under a Schedule (I) nonpayment by Lessee of Rent or any other sum payable by Its due dale (il) failure by Lessee to perform or observe any other term covenant or condition of this Master Lease Agreement any Schedule or any applicable software license agreement which Is not cured within ten (10) days after notice thereof from Lessor (III) Insolvency by Lessee (Iv) Lessee s filing of any proceedings commencing bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver not dismissed within sixty (80) days from the date of said filing or appointment (v) subjection of a substantial part of Lessee a property or any part of the Aetlet(e) to any levy seizure assignment or sale for or by any creditor or governmental agency (vD any representation or warranty made by Lessee in this Master Lease Agreement any Schedule or In any document furnished by Lessee to Lessor In connection therewith or with the acquisition or use of the Assails) shall be untrue in any materiel respect or (vil) a termination of any applicable software license agreement (b) Upon the occurrence of an Event of Default and at any time thereafter Lessor may In Its sole discretion do any one or more of the following (1) By notice to Lessee terminate any or all Schedules (it) Proceed by appropriate court action to enforce the performance of the terms of the Schedule andler recover damages Including all of Lessors economic lose for the breach thereof (III) Whether or not the Schedule Is terminated upon notice to Lessee take possessions of the Assets) wherever located without demand liability court order or other process of law and for such purposes Lessee hereby authorizes Lessor Its assigns or the agents of either to enter upon the premises where such Assets) are located or cause Lessee and Lessee hereby agrees to return such Aseet(6) to Lessor in accordance with the requirements of Section 12 hereof (Iv) By notice to Lessee and to the extent permitted by low declare Immediately due and payable and recover from Lessee as liquidated damages and not as a penalty the sum of (a) the present value of the Rent owed from the earlier of the dale of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term plus if the Assets are not returned to or repossessed by Lessor the present value of the estimated In place fair market value of the Assets at the end of the Schedule Term as determined by Lessor each discounted at a rate of four percent (4%) per annum (b) all Rent and other amounts due and payable on or before the earller of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee and (c) costs fees (including all attorneys fees and court coats) expenses and (it) interest on (a) and (b) from the date of default at 1 1/2% par month or portion thereof (or the highest rate allowable by law If less) and on (c) from the date Lessor Incurs such fees coats or expenses (c) Upon return or repossession of the Assets) Lessor may if It so decides In its sole discretion use reasonable efforts to sell re lease or otherwise dispose of such Asset(e) In such manner and upon Such terms as Lessor may determine in Its sole discretion (the amount If any which Lessor certifies It obtained through remarketing shall be conclusively presumed to be the Assails) fair market value) with or without notice to Lessee which notice Lessee hereby walves Lessee waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell license or otherwise use any of the Assets In mitigation of Lessors damages or which may otherwise limit or modify any of Lessors rights or remedies Upon disposition of the Aaeel(s) Lessor shall credit the Net Proceeds (as defined below) to the damages paid or payable by Lessee Proceeds upon sale of the Assets) shall be the Sale price paid to Lessor lase the Casually Value In effect as of the dale of default Proceeds upon a re lease of the Assets) shall be all rents to be received for a term not to exceed the remaining Schedule Term discounted to present value as of the commencement date of the re lease at the Lessors current applicable debt rate Net Proceeds shall be the Proceeds of sale or re lease as determined above less all costs and expenses incurred by Lessor in the recovery storage and repair of the Assails) in the remarketing or disposition thereof or otherwise as a result of Lessee a default Including any court coats and attorney a fees and Interest on the foregoing at eighteen percent (18%) per annum or the highest rate allowable by low If less calculated from the dates such coats and expenses were Incurred until received by Lessor Lessee shall remain liable for the amount by which all sums Including liquidated damages due from Lessee exceed the Net Proceeds Net Proceeds In excess thereof are the property of and shell be retained by Lessor (d) No termination repossession or other act by Lessor in the exercise of Its rights and remedies upon an Event of Default shall relieve Lessee from any of Its obligations hereunder No remedy referred to In this Section IS Intended to be exclusive but each shall be cumulative and In addition to any other remedy referred to above or otherwise available to Lessor at law or in equity 16 Effect of Walverl Substitute Performance by Lessor (a) No delay or omission to exercise any right or remedy accruing to Lessor upon any breach or default of Lessee shall Impair any such right or remedy or be construed to be a waiver of any such breach or default nor shall any waiver of any single breach or default be construed to waive or Impair Lassoes rights and remedies with respect to any breach or default theretofore or thereafter occurring Any waiver permit consent or approval on the part of Lessor of any breach or default under this Schedule or of any provision or condition hereof must be In writing and shall be effective only to the extent such writing specifically sets forth (b) Should Lessee fall to make any payment or do any act as herein provided Lessor shall have the right but not the obligation and without releasing Lessee from any obligation hereunder to make or do the same All sums so Incurred or expended by Lessor shall be Immediately due and payable by Lessee and shall bear Interest at eighteen percent (18%) per annum or the highest rate allowable by law If less calculated from the date Incurred until received by Lessor 16 Assignment by Lessor Assignment or Sublease by Lessee (a) Lessor may (1) assign all or a portion of Lessors right title and Interest In this Master Lease Agreement and/or any Schedule (Ip grant a security Interest in the right title and interest of Lessor In the Master Lease Agreement any Schedule and/or any Assails) and/or (III) sell or transfer Its title and Interest as owner of the Assets) and/or as Lessor under any Schedule and Lessee further understands and agrees that Lessors assigns may each do the same (hereunder collectively Assignment ) All such Assignments shall be subject to Lessee s rights under the assigned Schedule 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 end other instruments reasonably requested to effect such Assignment Lessee acknowledges that the assigns do not assume Lassoes obligations hereunder and agrees to make all payments owed to the assigns without abatement and not to assert against the assigns any claim defense setoff or counterclaim which the Lessee may Poeeees against the Lessor or any other party for any reason Lessor and Lessee acknowledge and agree that no Assignment shall be doomed to materially change Lessee 0 duties or obligations nor materially increase the burdens or risks Imposed upon Lessee Upon any such Assignment all references to Lessor shall also Include all such assigns whether specific reference thereto Is otherwise made herein (b) Without the prior written consent of Lessor Lessee shell not assign, sublease transfer pledge or hypothecate the Master Lease Agreement any Schedule the Assails) any part thereof or any Interest in the foregoing 17 Delivery of Related Documents For each Boned Is Lessee will provide the following documents and Information satisfactory to Lessor (a) Certificate of Acceptance (b) Opinion of Counsel (c) Certificate of Insurence�(d) Financial Statements (a) Incumbency Certificate and (f) Other documents as reasonably required by Lessor 18 Appropriation of Funds Lessee Intends to continue each Schedule for the Schedule 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 Schedule Term can be obtained Lessee further intends to do all things lawfully within Its power to obtain and maintain funds from which the Rent may be paid Notwithstanding the foregoing In the event sufficient funds are not appropriated to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule) of Lessee beyond the Fiscal Period Bret In effect at the commencement of the Schedule Term Lessee may terminate the Schedule with regard to not lose than all of the Assails) on the Schedule so affected provided Lessee provides Lessor written notice sixty (60) days prior to the end of Its current Fiscal Period confirming the Schedule will be so terminated All obligations of Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will cease all interests of Lessee in the Assel(s) will terminate and Lessee Shall surrender the Assails)In accordance with Section 12 hereof Notwithstanding the foregoing Lessee agrees (1) not to terminate a Schedule under this provision If any funds are appropriated to It for the Fiscal Period In question for the acquisition (by purchase lease or otherwise) of functionally similar asset(e) or asserts) performing similar applications and procedures (II) without creating a pledge lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period that It will use Its beet efforts to obtain appropriation of funds to avoid termination of the Schedule by taking all appropriate action Including the Inclusion In Lessees budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to most Its obligations and to continue the Schedule In force (III) that It will not give priority or parity In the application of funds to any other functionally similar equipment for use by the Lessee and (iv) that If the Schedule Is terminated pursuant to Section 18 Lessee will not In the then current or succeeding Fiscal Period purchase lease or rent asset(s) performing functions similar to those performed by the Assails) and agrees not to permit functions similar to those performed through the use of the Assails) to be performed by Its own employees of by any agent or entity affiliated with or hired by Lessee Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent hereunder shall constitute a current expense of Leases and shall not in any way be construed to be a debt of Lessee In contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of Indebtedness by Lessee nor shell anything contained herein constitute a pledge of the general revenues funds or monies of Lessee beyond the Fiscal Period for which sufficient funds have been appropriated to pay Rent hereunder 19 Miscellaneous (a) Notices shall be conclusively deemed to have been received by a party hereto on the day it is delivered to such party at the address given above (or at such other address as such party shall specify to the other party in writing) or If sent by certified mail on the third business day after the day on which mailed addressed to such party at such address Of Applicable Lew/Disputes The Master Lease Agreement and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE _ In the event of a dispute between the parties suit may be brought In the federal or state courts of or the stale where Lessee has Its principal office or where the Assets) are located (c) Counterparts Only original counterpart No 1 of each Schedule shall be deemed to be an Original for chattel paper purposes under the Uniform Commercial Code Any and all other counterparts shall be deemed to be a Copy NO SECURITY INTEREST IN THIS MASTER LEASE AGREEMENT IN ANY OF THE SCHEDULE($) OR IN ANY OF THE ASSETS MAY BE CREATED TRANSFERRED ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MASTER LEASE AGREEMENT ALONE OR OF ANY COPY OF THE SCHEDULE BUT RATHER SOLELY BY THE TRANSFER AND POSSESSION OF THE ORIGINAL COUNTERPART OF THE SCHEDULE INCORPORATING THIS MASTER LEASE AGREEMENT BY REFERENCE (tl) Suspension of Obligations of Lessor Prior to delivery of any Asset the obligations of Lessor hereunder shell be suspended to the extent that It Is hindered or prevented from performing because of causes beyond Its control (a) Severability In the event any provision of the Master Leese Agreement or any Schedule shall be determined by a court of competent jurisdiction to be Invalid or unenforceable the parties hereto agree that such provision shell be Ineffective without invalidating the remaining provisions thereof (f) Entire Agreement Lessor and Lessee acknowledge that there are no agreements or understandings written or oral between them with respect to the Assel(s) other then as set forth in this Master Lease Agreement and in each Schedule and that this Master Lease Agreement and each Schedule contain the entire agreement between Lessor and Lessee Neither this Master Lease Agreement nor any Schedule may be altered modified terminated or discharged except by a writing signed by the party against whom enforcement of ouch action Is sought Lessor s Initials Lessee a Initials 20 Lessee s Waivers To the extent permitted by applicable law Lasses hereby waives any and all rights and remedies conferred upon Lessee by the Uniform Commercial Code or other applicable law Including without limitation Lessees rights to (1) subject to Paragraph 18 above cancel this Lease (it) repudiate this Lease (III) reject the Assets (Iv) revoke acceptance of the Assets (v) recover damages from Lessor for any breach of warranty or for any other reason (vi) claim a security Interest in the Assets In Lessee c possession or control for any reason (vll) deduct all or any part of any claimed damages resulting from Lessors default If any under this lease (vlip accept partial delivery of the Equipment fix) cover by making any purchase or lease of or contract to purchase or lease equipment In substitution for the Assets due from Lessor (x) recover any special general Incidental or consequential damages for any reason whatsoever and (xi) specific performance replevin detinue sequestration claim and delivery or the like for any Equipment Identllled In this Leese To the extent permitted by applicable law Lessee also waives any rights now or later conferred by law which may require Lessor to sell lease or otherwise dispose of the Assets In mitigation of Lessors damages as sat forth in Paragraph 14 or which may otherwise limit or modify any of Lessors rights or remedies under Paragraph 14 Any action by Lessee against Lessor for any default under this Lease including breach of warranty or Indemnity If any shell be commenced within one (1) year attar any such cause of action arose 21 UCC Filing* Lessor and Lessee agree that a reproduction of this Leese may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code Lessee Irrevocably appoints Lessor Its officers and employees as Lessees attorney In fact with full power in Lessors or Lessees name to execute and file all such financing statements and other documents as Lessor deems necessary or advisable hereunder Lessee shell execute or obtain and deliver to Lessor upon Lessor a request such Instruments financing statements and assurances as Lessor deems necessary or advisable for the protection or perfection of this Lease and Lessor s rights hereunder and will pay all costs Incident thereto IN WITNESS WHEREOF Lessor and Lessee have caused this Master Lease Agreement to be executed by their duly authorized representatives LESSOR Dell Financial Services L P LESSEE BY PRINTED NAME TITLE DATE BY PRINTED NAME TITLE DATE AMENDMENT NO. I DATED APRIL 15,1999 i TO THE MAST ItiuOASE AGREEMENT DATED APRIL 15,1999 BEEN THE STATE OF TRW, ACTING BY AND THROUGH THE DEPARTMENT OF IN;� 11RMATION RESOURCES AND DI I FINANCIAL SERVICES L P This Aniarrdtnent is made pact pf and modifies the Master Lease Agreement (the "Agreement") bet on the $tate o£ Texas, acting by gmd through the Department of Information Resources ("Lessee") and Pell Financial Services L,P ("Lesser") Terms otherwise not defined herein shall have the meaning ase ed i to that. in the Agreement To the extent of any conflict or inconsistency between this Am tidtaw Arid the terms and conditions of the Agreement, this Amendment will prevail The foll,oWing Sectaotts ofiltol*iiement are hereby modified Ps. Subatitute the following paragraph for ft first paragraph of the Agreement "This Master Lease Agreement, dated and effeotuve as of April 15, 1999 is entered into between Dell Financial Services L P„ with its principal office at One Dell Way, SPl, Round Rock, Texas, 78682 (the "Lesser") and the State of Texas, aetm$ by and through the Department of Information Resources; ("DIR") with its prmcipkl office at 300 West 15"' Street, Suite 1300, Austin, Texas 78701, on behalf of state agencies as defined in $action 2054 003, Government Code (including institutions of-lugher education as defined m T(txas Education Code, Section 61 003) and local governments as efin td in S46notti 791003, Govergiment Code" I 24SI69n1.p��I��F Add The following definition ` 1,easee State agencies as defined in Section 2054 003, Government Code (including institutions of higher education as defined in Teitas Education Code, Section 61003, but, excluding Texas school 4istripts) and local governments as i)efined in Section 791 003 that lease Asset(s) tinder this Master Lease Agreement " i Iin the dofinition of Commencement Date, at the end of the sentence, append the following "under itch schedule", 3 e o in tits second sentence after "agreerpient between the parties" insert "executing in each Schedule and" At the end of the paragraph, append the following sentence "Unless DIR leases Asset(s) for its own se, DIR is not a party to the Schedules excouted under this Master Lease Agreement and is not eaponsible for Rmts, payments or oilier obligations under such Scbedule(s) " �4 � ;�i !,. •,: a=i `�i Change the'title of the, Section to file following "Administration of Master Lease Agreement, Rent, Noo-Abatement; Payment by Lesson to DIR of Administrative Fee, Late Payments, Lessor to Make Potentlal1essees Aware of Masten Lease Agreement" ( \WI npWS\TBMMD1R AMENDMENf2 dw 1 0moied bi ra c aAWMIS the following four Seetionsias4(a), (b), (e) and (d), to the beginning of the Section Sach!potontial Lessee will suhinit its request to lease Asset(s) to DIR For requests involving the tg of Doll, Marketing, L P bar, are, AIR Will forward the iequest to Dell Marketing, L P for a vamprige quotation Upon rood#pt of the hardware price quotation, DIR will add a two percent fee to cover its cost of nogltt 009 and administering the Master Lease Agreement DIR will stilnu't'tho price to Lessor fop gploulation of the Lease Rate Factor, which shall include the two writ (;Q�),!administranvo fee for )pIR, Lessor will prepare the Schedule(s), provide them to DIR, XR 40,1submit the Schedule(li)�to the potontiai Lessee " (b)'When incident to a lease of Dell branded Asset(s), and solely at the discretion of Lessor, Asset(s) may also bo leased from Lessor 1114t.4re not manufactured by the parent or an affiliate of Lessor In such Casos, rather than DIR submkt(mg the potential Lessee's iequest to DELL Marketing, L P , DIR. would obtain the price quotation from the manufacturer or resellet, add DIR's two percent (2%) tdrOmistrativo fee to the giiotationl and submit the quotation to the Lessor for calculauon of the Lease aTeetor, which shall molude=DM',s two percent (2%) administrative fee Lessor shall preparo the chgdule(s%provide Thom to Mud, DIR will submit the Schedule(s) to the potential Lessee With Meet to cioti+Lessor affiliated Asso), DIR will arrange for the manufacturer to deliver the Asset(s) the Lesseep' W for the manufacturer orreseller to bill Lessor for the cost of the Asset(s), excluding IWo twp) (oo) admimstrative fee, „in eoonecticn with such a purchase, DIR will endeavor to ensure t'4es09�j is given the benefit bt,, 'cing, payment or other favorable terms that would be provided to DIR by trio r iaitufaoturet or resoi O if DIR were to acquire the Asset(s) dueatly Lessor shall be i-aponslble'fdr rho payment to the ranufecturer or reseller and for the recovery of that amount, and the two percent (2%) fee for DIR, from Lessee under the applicable Schedule(s) 1(e) Lessee will issue q purchase order in the amount indicated on the Schedule(s) to Lessor for the A,ssol(s) Any pro-primcd tam 00 conditions on the purchase order submitted by the Lessee shall not be effoctl';+e with respect to the;l e of Assets hereunder Rather, the terms and conditions of this Master Lease Agreement and appi% pie Sahedulo(s) shall control in all respects " { d) Within five (5) days of execution of a Schedule between Lessot and Lessee, Lessor shall provide IbIR a copy, of the executed Sched* DIR shall provide an invoice to Lessor for two percent (2%) of trio full aiTiount of Rent due un*lthe Schedule Immediately after the Asset(s) are received by 0909Man4the lease is booked by Lessor, Lessor shall pay DIR the two percent (2%) administrative e The parties agree such payment shall generally be made within thirty days of the date DIR's i fivoice isroeoived by Lessor „ Renumber Section as 4 (e) �e�4''fh1�Nn�s- aem"nI Renumber the, Section as 4 (f) t i enumber the Section as Section xV (g) Ili the iirstontence replace wording "eighteen percent (18%)" with "twelve percent (12%)" 1I C\MNbOW9TBMMXgiRAMHNDM®NT2doo 2 Cmakdby LRIQ„I 4NCOIS l�t tha saontid`sOmenoe After "Rea ff athl,other amounts awed" insert "by Lessee„ ) E 'ilfi asaor ra contamil by,ior coA*ptp, ATexas state agency, institution of higher education or unit of 1 o4goon ncnt,concerning lea Asset(q), Lessor shall make a good faith effort to make the tty aware, of ti)o-ability to leg a "t'hggAsset(#) through this Master Uase Agreement Provided, owgyetr,l tithjslg, I[eralri shall iteire ;Ltlssdr =to use this Agreement exclusively with Lessees urtber, MIM Agromant skaill tioto fate a regiurements contract and Lessor shall not be obligated t enter vatji any8ohedule for tho lose of Asset(s) with any Lessee " 4 nuty oharige the amount ofits,edmmrstrative fee, either upward or downward, during the term Mester Lease Agreement lty,wnttcn notification to Lessor However, Lessor's approval is ad -if PIR.'s admimatrative`feo exceeds 4 percent (40%) Before Lessor shall consent to an se greater than 4%, PIR [ruin provide to Lessor's satisfaction, evidence of its authority to �-and'eollectsueh administrattvefie, Once a Schedule is presented to a Lessee containing an Rstr tiva fee, however, fittr t, , gaatrativo fee shall not be changed upward or downward with i`�iikiat,Soheddle „ I0 the first sentence after "and, not later than" replace "S" with "10" estate subsection (c) as follows; "Without waiving the doctrines of soveteign immunity and i mminity, hem suit, and to the air* allowed by the laws and Constitution of the State of Texas, cssae assubaps all risks and liabiffocs, whether or not covered by insurance, for loss or damage to y Asset(s),od for injury to or loath of any person, or damage to any property, whether such injury death be, *A respect to Eipatsiror employees of Lessee or of third parties, and whether such perry dsiitage be to Lessee's prgpgM or the property of others, which is proximately caused by the lent oertduet of Lessee, its off#�jra or employees „ �I r iter the second sentence appeild,thc following "Notwithstanding the foregoing, Lessee may move e Assct(s) to another location wun Texas without notification to, or the consent of, Lessor Provided,, however that not later *an I)eeember 31 of each year, Lessee shall provide Lessor a Written report detailing thetotal number of Products at each location of Lessee as of that date, and the complete Address for each location, Lessor shall make all filings and returns for property taxes due with tospeot to the Products, and U4see agrees that it shall not make or file any property tax returns, returns, withirospeot to the Products " trety C fflNhOW84r8M8@FXDiR AMENDMENT 2 doe 3 Crcetedby ER1C ANeetB the end of the sentence append the following ", reasonable wear and tear is excepted " 10 ppeml the following to, the end,of theourrent Section 11 "Lessees that are defined as state agencies a000pkimoe with Section 20500� Govemmant Code (including institutions of higher education as fmotii# Vitas Wtication Code tatition 61,003) may self -insure their obligations in this section" 11 .estate fic Seat= as follows "On the last day of the Schedule Term, Lessee shall return the Asset(s) 0 Lessor,tn,good repair, condition and working order, ordinary wear and tear alone excepted, at the 1peation speoified by Lessor, provided, however, such location shall be within the United States and no farther thin $00 miles from the original shipment location Lessee shall arrange and pay for deinstailation and packing an accordance with the manufacturer's specifications, and for the cost of i anspordpg the Asset(s) by gropr within the United States, no more than 500 miles from the irigulal slillatxie;it Ioaatipp, and foC, inured transportation if applicable, such insurance coverage if pplieablo,'t6 be not less taxi the=t ssotO Casualty Value last in effect Lessee shall, at its expense, aausc eacili'tkssettmbe repaireda"tpessary to conform to the foregoing return conditions" 12 �eotion 13, RpXg,Mtatiopo ad )*"ties of4Jsee lot the first sentence after "Agreenaditt and each Schedule" insert "between Lessor and Lessee" i trw Seohot? 13 (a) and replace With the following "Lessee is either a State agency as defined in cotton 245 tt 003, Governtnent Code (including institutions of higher education as defined in Texas ducatioo Code, Section 61 003)!ora local government as defined in Section 791003, Croveinment octet" iiidko SLOblon 13 (b) and replaoo,with the following "Each Schedule executed by Lessee has been i�uly, authorized, executed and Ojivered by Lessee and constitutes a valid, legal and binding greenient of Lessee, enforceable hat accordance With its terms,' sogumlaw After "Podbrinareaby Lessee" m4eft "of any Schedule between Lessee and Lessor," "onte'ring into and performance of " Insert "any Schedule between Lessee or Lessor" "Lessee or on the Asaet(s)' insert "leased under any Schedule between Lessor and Lessee" yia AMaNOMM 2 d% 4 ctuwdby �1& "Lease Agteomcit or any Soli'edule" utsert "between Lessor and Lessee" l I .After "upon mention of each" maart "Schedulo,between Lessor and Lessee" 13 Insertnew,Saction14 Ranrasg t,piAggd3yAMQhcsofDM I I IR roprosontssnd warrants for tholl mefrt of Lessor and its assigns, and DIR will provide an opinion faounsol to the effect that, as ofV4"me of execution of the Master Lease Agreement a) DIR J$*a tate agency as dofirie lin Sechon 2054 003, Government Code, The Master Lease Agreement has been duly authorized, executed and delivered by DIR and wionstitutes avalid, legal and bindingsgroemem of DIR, enforceable in accordance with its terms, (c) No approval, consent or withbolding of objection is required from any federal or other governmental authority or governmental authority or instrumentality with respect to the entering into �Ibrporfortt'ipnceby DIR of this Mag* Lease Agreement, ti The ou ng 1 into and perf9huamie of to Master Lease Agreement does not violate any J, dgkngntw o der, law or regulatt"14, ilsltoabte to DIR or result in any breach of, or constitute a default #gdpt, orresplt in the creation of Theo, charge, security interest or other encumbrance upon assets ppf'DIP or on the Asspt(s)=pursuant+to any instrumont to which DIR. is a party or by which it or its #wets may;bm bound, and Qo) To tbo+best of DIR's knowvledge and boltef, there are no suits or proceedings pending or threatened against or affecting DM which if determined adversely to DIR will have a material idverse affect on the ability of DIRto fulfill its obligations under the Master Lease Agreement DIR is authorized to charge and collect the administrative fee set forth herein, and, Lessor',a payment of the administrative fee to DIR shall not constitute an illegal gratuity or ormas violate Texas law 14 bitoi#new 8ealiort 15, Reoresentationa and Warranties of Lessor (a) Lessor 1f an entity authorizod'and validly existing under the laws of its state of organization, is Outhbriz8d to do business in Texaco, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions, The Master Lease Agreement and each Schedule have been duly authorized, executed and ;livered by Lessor and considuto valid, legal and binding agreements of Lessor, enforceable in (Koordanoo vnth their terms, (c),'No approval, consent or wi olding of objection is required from any federal or other �ovdmmmw* authortty or mstrume lny with respect to the entering into or performance by Lessor Of this,Mootgr Lease Agreement of t#ny Schedule, d) The entering into and performance of the Master Lease Agreement or any Schedule will not iolate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or onatitate, it, default under, or result in the creation of any lien, charge, security interest or other (. iWlt OWMEMpt"r IR AMPIMMRNT2 doo 5 Cmakdby MC_#AANCois imbranoo upon assets of the Lessor, including Asset(s) leased under the Master Lease Agreement Schedules thereto, pursuautto any Instrument to which the Lessor is a party or by which it or its is may be bound, and To the ,best of Lessor's knoWl�dge and belief, there are no suits or proceedings pending or Wandd against or affectigg,Le pr, which d'determined adversely to Lessor will have a material drse edton the ability ofLo*ior to fulfill Its obligations under the Master Lease Agreement or 15 f It sled Rom= �ontunbor Section as 16 Sj�t t 14 6 Restate the second sentence (I) sai'$y notice to the defaulting Lessee, terminate any or all Schedules bxeouted by Lessor and the defaulting Lessee;" Restate the first sontenc ,as "ilpmx return or repossession of the Asset(s), Lessor may, if it so decides in its sole discretion, upon notice4o Lessee,, use reasonable efforts to sell, re -lease or otherwise ispose of such Asset(s), in suoh;dmnner and -upon such terms as Lessor may determine in its sole tscretlog, so long as sueh'manner ltid terms are,commercially reasonable 001ote the second sentence �nsert new parapaph (e) as follows "Neither DIR nor nondefaulting Lessees shall be deemed in tofAult undortho Master Lease A$raemont or Schedules because of the default of a particular Lessee ossor's refit dies underthis Sect%n,14 shall not extend to DIR and nondefaulting Lessees " 16 o by Lessor 41"ambwas3Section 17 17 Section 18 > ostato paragraph as follows "Lessor may (I) assign all or a portion of Lessor's right, title and interest i this Master Lease Agreement and/or any Schedule, (u) grant a security interest in the tight, title and lntorestiof Lessor in the Mastiiti7.easo Agreement, any Schedule and/or any Asset(s), and/or (III) �il or transfer its title and interest pa owner of the Assot(s) and/or as Lestior under any Schedule, and o nt and each Lessee leasing Ass ) under the Master Lease Agreement understand and agree that 4essor's assigns may each do ithp same (hereunder collectively "Assignment ") All such Assign mnint shall be subject to o4ot Lossee's rights under the Schedule(s) executed between it and essor and to DIR's rights under tire! lvlaster Lease Agreement Each Lessee leasing Asset(s) through oliedules under this Master Lease,jAgreement and DIR hereby consent to such Assignments and dime to execute and deliver promptly such acknowledgments, opinions of counsel and other strumentsaoasonably requested to offect such Assignment Each Lessee leasing Asset(s) through $chedulo(s) under this Master Lease Agreement and DIR acknowledge that the assigns do not assume C MArANWOMIX AIR AMMMENT00. 1 6 Cmied by aRIC_FRANCOIS essor^s obligations hereunder and agree to make all payments owed to the assigns without ba�lomertt and not to assert agajnstAhe assigns any claim, defense, setoff or counterclaim which DIR r the Lossee(s) may possess anst`the Lessor or any other party for any other reason Lessor shall omen liable for performanoe under the Master Lease Agreement and any Schedule(s) executed ors+under to the extent Lessor's assigns do not perform Lessor's obligations under the Master Lease emeht snd'Schedule(s) executed hereunder Upon any such Assignment, all references to Lessor shall also include all such assigns, wliethor specific reference thereto is otherwise made herein " , owill i 6, lj .).x&bleaw by Lessee Append the following sentence to the end of the paragraph "Without the prior written consent of Lessor, DIR shall not assign, sublease, transfer, pledge of Hypothecate the Master Lease Agreemelt M 18 4itlpr4 l C eliyeiv of Related Sp dules Renumber as Section 19 Replace "(c) certificate of insuranoe't with "proof of self insurance acceptable to Lessor" 19gq ADro riationofFunds Renumber as Section 20 Restate the paragraph as follows "Lessee intends to continue each Schedule to which it is a party for e Schedule Term and to pay the, Rent and other amounts due thereunder Lessee reasonably eheves that legally available funds In an amount sufficient to pay all Rent during the Schedule Term an be obtained, Lessee further intends to act in good faith to do those things reasonably and 1 Wfiilly within its power to obtain and maintain funds from which the Rent may be paid IPlotwithstanding, the foregoing, in tha event sufficient funds are not appropriated to continue the ohedale Term for any Fiscal Perod (as sot forth on the Schedule) of Lessee beyond the Fiscal Period rst in effect at the commencement of the Schedule Term, Lessee may terminate the Schedule with iegarpl to not less than all of the Asset(s) on the Schedule so affected, Lessee shall endeavor to Orovide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming time Schedule will be so terminated, All obligations of Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will cease, all interests of I essee in the Asset(s) will terminate and Lessee shall surrouder the Asset(s) in accordance with Section 12 hereof ltlotWithstanomi; the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon Minds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to ¢brain appropriation of funds to avoid termination of the Schedule by taking reasonable and pproprrste action including the i utsion in Lessee's budget request for each Fiscal Period during the chedule Terrri hereof a request fair adequate funds to meet its obligations and to continue the �ohedulobi,, roe Lessee warrants it has adequate funds to meet its obligations during the first Fiscal Peiiod of the Sehorittle Term Lessor and Lessee understand and intend that the obligatton of Lmsee to pay Rent herleunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement 'concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas beyond the Fisoa] Period for which sufficient funds have been appropriated to pay Rent hereunder" C\WINDOWa1TEMP\rx niR AMCNDMENT 2 doo % CnaWd by PRIG-rRATr0018 i 20 l&Sl65i3� kovamber=aa Seonon 21 e � { astate the paragraph as follows "Lessor and Lessee acknowledge that there are no agreements or understandings, written or oral, between them with respect to the Asset(s), other than as set forth in the Master, Lease Agreement and in each Schedule to which Lessee is a signatory party Lessor and Lessea further acknowledge that tha,Master Lease Agieement and each Schedule to which Lessee is a arty contain, the entire agieemcnt,hetween Lessor and Lessee DIR and Lessor acknowledge that tare are no agreements or underst dings, written or oral, between them other than as set forth in this Master Lease Agreement, and that this Master Lease Agreement contains the entire agreement lietweeir,them, Neither this Master ;Lease Agreement nor any schedule may be altered, modified, #ermtnatbd, Iq discharged except by a writing signed by the party against whom enforcement of such action is sought", "Lessor, tiflgl i is Lessor certifies (i) it has not given, offered to give, and does not intend to give tit any time hereafter any economto opportunity, futui c employment, gift, loan, gratuity, special discount, trip, favor, or service to, 4 public servant in connection with this Master Lease Agreement and Schedules executed hereunder; (xi) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to mceive payment under Section 31006, Family Code and acknowledges this Master Lease Agreement may be terminated mud payment withheld if (ius certification is inaccurate, (ih) neither it, nor anyone acting for it, has violated the antitrust laws 0 the UnitedStates or the State otTexas, nor communicated directly or indirectly to any competitor any other person engaged in such line of business for the purpose of obtaining an unfair price dvamage, (W) it has not received payment from DIR, Lessee or any of their employees for rao rpatlgg' in the preparation of this Master Lease Agreement and the Scliedule(s) hereunder, and d) during the term of this Master Lease Agreement, it will not discriminate unlawfully against any employee or applicant and that, upon request it will furnish information regarding its ihondiscimmusitory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minonties and women in management or other positions with discrenonary'or deoision-making authority " 21 "ZQ.,.I.essee s Waivers �anumber as iSeouou 22 estate the Section as follows "To the extent permitted by applicable law, Lessee hereby waives the Bowing;fights and remedies conferred upon Lessee by the Uniform Commercial Code to (i) cancel ny Schedule under the Agreement; (it) repudiate any Schedule, (in) releu the Asset(s), (rv) revoke Acceptance of the Asset(a), (v) recover damages from Lessor for any breach of wananty by the manufacturer or supplier of the Asset(s), (vt) claim a security interest in the Asset(s) in Lessee's possession,or control for any reason, (vu) deduct all or any part of any claimed damages lesulung from Lessor's default, if any, under any Schedule, (viu) accept partial delivery of the Asset(s), (ix) `cover' by making any purchase of lease of or contract to purchase of lease equipment in substitution for the Assaf(s) due from Lessor, and (x) recover any special, punitive, incidental or consequential damages; for any reason whatsoever," C\WR�IDOVs\MP�TXVR AMENDMENT 1d00 $ Cmnlcdby iRIG pRANCAIa 22 as Section 23 .Except as amended hereby, the Mastor Lease Agreement is restated and shall remain in full force effect IN WITNESS WHEREOF, this, Amendment has been duly executed by each party as of the day end year first above written I LESSOR,, LESSEE DELfL FINANCIAL SERVICES L.T. STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION _ RES URCES By d'441 By t VYr�QJ✓ ritlet 14President - Finance Title; Director of Business Operations C\WINnnWWFMKTX nIR AMHNDMBNT2 doo 9 (reatodby BRTC-PANCeIa AMENDM; KTVO. 2-FATED NOVEMBER 5,1999 TO IMMASTER,111VASEAGRUMENT DATED APRIL 15,1999 BET,�YERN TURITAU TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF W011 ATION RESOURCES AND DELL FINANCIAL SERVICES L P This Amendment No 2 is trade part of and modifies the Master Lease Agreement Amendment No 1 ("Amendment No. I") between the State of Texas, acting by and through the Department of Information Resources ("Lessee") and Dell Financial Services, L P (`Lessor") Renumber as Section 19 (a) Insert the following at the begipg of the section "This paragraph applies only to Lessees designated as state agencies or institutions of higher education as defined in Texas Education Code, Section Gl 003 " Insertnew Section 19 (b) "Ms paragraph applies only to Lessees designated as local government entities In the event suffioienvAinds are not approprutted for Lessee to continue the Scht dule Term for any Fiscal Period (as set forth on the Sohellttle) of the Lessee beyond the Fiscal Period first in effect at the commencement of the Schbdtde `form, the Lessee may terminate the Schedule with regard to not less than all of the Assr}to) on the Schedule so affected Lessee shall endeavor to `provide Lessor written noted $1$* (00) days prior to the end of its current Fiscal Period conErtning the Schedule will be termmated All obligations of Lessee to pay Rent due after the end of the Fiscal Period first in effect at the commencement of the Schedule term will cease, all interests of Lessee m, the Asset(s) will terminate and Lessee shall surrender the Asset(s) m accordance with Sectldn 12 hereof" Except as amended hereby, the Master Lease Agreement, as previously amended, is restated and shall remain in full force and effect IN WITNESS WHEREOF, this Amendment No 2 has been duly executed by each party <,ff'eetiveNovember 5,1999 FMANCIAL SERVICESI L.P. By JAN 7 2000 oot Title Y;•4fuea ore qmqm t l I LESSEE. STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES Byd'4. ,' a (A Carmen Hdmandez Director of Business Operate s APPROVED AS TO FORM DFS LEGAL DEPARTMENT By W� DATE 111.1/.2ox AMENDMENT NO.3 DATED JANUARY, 28, 2000 TO THE MASTER LEASE AGREEMENT DATED APRIL 15,1999 BETVMEN TIE STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND DELL FINANCIAL SERVICES L P This Amendment No 3 is made apart of and modifies the Master Lease Agreement Amendment No 1 C'Amend%1 onr No I") between thb State of Texas, acting by and through the, Department of Information Resources ("Lessee") and Doll Financial Services, L P ("Lessor") The following section of the Agreement is hereby modified Insert new Scotto 19 (h)Miscellaneous `Append the following to the end of the section, "The following paragraphs of this section apply only to Lessees designated a State, agency, department, commission, bureau, board, office, council, court, or other entity that as in any branch of state government and that is created by the constitution or a statute of the State of Texas, including a university system or institution of ,higher education ,(1) To theextent that Chapter 2260 of the Texas Government Code, as it maybe amended from time to time ("Pavter "), is applicable to this Agreement and is not preempted by 1 other applicable law, the dispµte resolution process provided for in Chapter 2260 shall be used, as further described horein, by the,Lessee and Lessor to attempt to resolve any claim for' bro ich of contract made by, Lessor (A) Lessor's claims for breach of this Agreemint that the parties cannot resolve pursuant to other provisions of this Agreement or in the ordinary course of business shall be submitted to the negotiation process provided in subchapter B of Chapter 2260 To initiate the process, Lessor shall submit written notice, as required by subchapter B of Chapter 2260, to Lessee in accordance with the notice provisions in this Agreement Lessor's notice shall specifically state that the provisions of subchapter B of Chapter I 2260 are being invoked} #be date and nature of the event giving rise to the claim, the specific ooritraet provision that Lessee allegedly breached, the amount of damages twot seeks, and the method used to calculate the damages Compliance by Lessor with subchapter B of Chapter 2260 is a required prerequisite to Lessor's filing of a contested case proceeding under subchapter C of Chapter 2260 The chief business officer of Lessee, or such other officer of Lessee as may be designated from time to time by Lessee by written notice thereof to Lessor in accordance with the notice provisions in this Agreemment, shall examine Lessoi's claim and any counterclaim and negotiate with Lessor in an effort to resolve such claims (B) If the parties are unable, to resolve their disputes under subparagraph (A) of this section, the contested case process provided in subchapter C of Chapter 2260 is Lessor's sole and exelus(ve process for seeking a remedy for any and all of Lessor's claims for breach of this Agreement by Lessee (C) Compliance with,the contested case process provided in subchapter C of Chapter 2260 is a required prerequisite to seeping consent to sue from the Legislature under Chapter 107 of the Texas Civil Practices and Remedies Code The parties hereto specifically agree that (f) neither the execution of this Agreement by Lessee nor any otter conduct, action tar macnon of any representative of Lessee relating to this Agreement constitutes or is intended to constitute a waiver of Lessee's or the state's sovereign immunity to suit and (u) Lessee hub not waived its right to seek redress in the eourts (2) (a) If the Lessee against whom Lessor makes a claim does not have rulemaking authority, the submission, pr9cessing and resolution of Lessor's claim is governed by the published rules adopted by the Office of the Attorney General pursuant to Chapter 2260, Government Code as currently, effective, hereafter enacted or subsequently amended (b) If the Lessee agarnat;whom Lessor makes a claim has nilemalang authority, and has adopted rules governing the alternative dispute resolution process, the submission, processing and resolution of Lessor's claim shall be governed by such niles as such rules are then effective, hereafter enacted or subsequently amended If the Lessee against whom Lesson makes a claim has rulomaking authority, but has not yet adopted rules governing the alternative dispute resolution process, Lessee's claim shall be governed by the rules adopted by the Office of the Attomey,General pursuant to Subsection 2260 052 (L), Subc,hapter B, Government Code (3) Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of a clams constitute grounds for the suspension of peiformance by Lessor, in whole or in part Lessee and Lessor agree that any periods set forth in this Agreement for nodce and cure of defaults are not waived, delayed, or suspended by Chapter 2260 or this section " Except as amended hereby, the Agreement is restated and shall remain in full force and effect IN WITNESS WHEREOF, this Amendment has been duly exeLuted by each party as of 'the day and year first above written ILESSOR: DELL FINANCIAL SERVICES'L.P By A'� Title Fpsi 3 Z060 Prgwdsat Dell MAIlKiiat vtnse Mdlftols LESSEE S TATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES By l le f lm U,IL -d. 4- Title Director of Business Operations V Pmpmd by Eno AMENDMENT NO.4 DATED MARCIH 20, 2000 TO THE MASTER LEASE AGREEMENT DATED AP= IS, 1999 BETWEEN THE STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND DELL FINANCIAL SERVICES L P. This Amendmont No 4 is made part of and modifies the Master Lease Agreement, dated April 15. 1999 (the "Agreement'), as amended by Amendment No 1, dated April 15. 1999 ("Amendment No M, Amendment No 2, dated November 5, 1999, and Amendment No 3, dated January 28, 2000, between the State of Texas, acting by and through the Department of Information Resources (`lessee') and Dell Financial Services L.P. (`lessor'). 3. 4 The following sections of the Agreement ere hereby modified Swdon T, (c) go= and A"Mteiianoe. In the first sentence, after wording "responsible for the" delete wording "delivery," Sgiti,on a. W Ownershm! Append the following to the and of the second sentence ", except a leasehold interest as provided fbr herein " and strike the period at the end of the second sentence ....mlr, o-r. :eel..^_". -...- In the first sentence, after wording "of the following (i)" insert "After giving fifteen (15) days prior written notice to Lessee of default, during which time Lessee shall have the opportunity to owe such default " in lieu of "By notice to the defaulting Lessee" Restate the Section as follows. "Applicable Law/Disputes The Master Lease Agreement and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE Wrm THE LAWS OF THE STATE OF TEXAS In the event of a dispute between the parties suit may be brought in the federal or state courts where Lessee has its principal office or where the Asset(s) an looated " Except as amended hereby, the Agreement is restated and shall remain in full force and effeot IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of the day and year first above written �XSSORi DELL FINANCIAL. SERVICES L.P. By ____,»Gtl► Title MAR 2 2 2000 PrWdent Dell Flamm weft LESSEE. STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFO ,kiTION RES CES By Title Director of Business Operations ORDINANCE NO "QGb40/ AN ORDINANCE AWARDING CHANGE ORDER TWO TO A CONTRACT FOR LEASE OF DESKTOP PCS, NOTEBOOKS, SOFTWARE AND PERIPHERALS AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION, DEPARTMENT OF INFORMATION RESOUCES (DIR) BETWEEN THE CITY OF DENTON AND DELL FINIANCIAL SERVICES PROVIDING FOR AN INCREASE IN QUANTITY OF ITEMS AND INCREASE IN THE ANNUAL PAYMENT LEASE PAYMENT AMOUNT, PROVIDING FOR THE EXPENDITURE OF FUNDS, THEREFOR AND PROVIDING FOR AN EFFECTIVE DATE (FILE 2495-DELL FINANICIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 PLUS CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Manager having recommend to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order two increasing the amount of the lease agreement between the City and Dell Financial Services copy of which is on file in the office of the Purchasing Agent, in the amount of Three Hundred Thirty Seven Thousand Seven Hundred and Ten and no/100 (337,710 30), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,300,764 98 SECTION II That by the acceptance and approval of change order two to the master lease on file in the office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the change order two wish enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as the documents on file in the office of the Purchasing Agent , provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the change order two, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the listed items set forth in the change order two, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this day o2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY i I: El/M/Mal./:�,////�/.� BY �% File 2495 Dell Fincial CO 2 General Services Commission-2000 ORDINANCE NO 04 WOI-150 AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER THREE TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 — DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 PLUS CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and WHEREAS, on May 31, 2000, the City awarded Change Order One to the Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $19,656 68, and WHEREAS, on December 12, 2000, the City awarded a Change Order Two to the Master Lease Agreement, for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $337,710 30, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Manager having recommended to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order three increasing the amount of the lease agreement between the City and Dell Financial Services copy of which is on file in the office of the Purchasing Agent, mithe amount of Sixty Four Thousand Nine Hundred Twenty and no/100 ($64,920), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,365,684 98 SECTION II That by the acceptance and approval of change order two to the master lease on file in the office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the change order two wish enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as the documents on file in the office of the Purchasing Agent , provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the change order two, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the listed items set forth in the change order two, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this /7 ` daay. of_12001 EULINE BROCK, MAYOR ATTEST JE FER WALTERS CITY SECRETARY B U V a-.3 /� )LlI hio) APPROVED AS LEG ORM HERBERT OUTYY ATTORNEY BY _ File 2495 ATTACHMENT 1 0 404 r N O H H = ry v O o° z LU N N N a m C �aE O i T q YJ Eta N� 0 a x U c°ia U U O � d H S; U 0 z a co O z Q H U) m w U• U z H 0) H > O > a F N Hw rAW W W r W a a k � aC7kH m v O W a a H o a o z on HxOH 101 E z U H z rm o c W W o w U E O A ym Qp0 xa6 m v �iW ago � Wllioa co O +x�+w \p � pp � z n m Q mm Ow(4 Z(n03 IMF XoN m � o 01; 3 0LL O } O 2, I- Zoe �ivio m 5; m m (° Z M > U m m w cc co a k H w a y w H W a=0 J O o 0 0 o w 0 0 n o 0 r, r H rn rn $f3 ? o 0 O N m r r r H E ,¢ m O O N m m H H W ° � (D z a a s�� O Y4 0 Syk <N S 0 �3 0) H U ` a m u x a o o � a w y W W °< E 0 0 0 H z % g W H z z W z UI H $iiy��RR� z z z z z a 0 m C7 W N m w A z m z o H O H H H H - a O y kH az Ln U• z a m ¢Y a w a a €; az a0 a r w O w a Q X z ° a z a i 0 m W N W N m O m r; O LOa 0 W W O x qL O aaa �k Oka m 0 0 0 .,�wx Hwx o F 0\ H H E+ M F H a O z a O z a U40= O Umw 00 d' az Olz o a a a r y OH UIk 0Hmk [j H H H H O Q 01 z 0U cl z Ov] z r a a w w O O 0 0 0 0 0 0 N N H N H p O O 0 0 ORDINANCE NO A "/- 0 T AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER FIVE TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 — DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 AND CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920 AND CHANGE ORDER FOUR IN THE AMOUNT OF $17,40636 PLUS CHANGE ORDER FIVE IN THE AMOUNT OF $203,637 12 FOR A TOTAL OF $1,586,728 46) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Manager having recommend to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS S CTION I That the change order five increasing the amount of the lease agreement between the City and Dell Financial Services copy of which is on file in the office of the Purchasing Agent, in the amount of Two Hundred Three Thousand Six Hundred Thirty Seven and 12/100 dollars ($203,637 12), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,586,728 46 SECTION II That by the acceptance and approval of change order five to the master lease on file in the office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the change order five wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as the documents on file in the office of the Purchasing Agent, provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal Submitted to the General Services Commission, quantities and specified sums contained in the change order two, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the listed items set forth in the change order two, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized herein S CTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this O?g / I day of_ 2001 /A� I N EULINE BROCK, MAYOR ATTEST, JENNIFER WALTERS, CITY SECRETARY m BY I/ File 2495 Dell Final CO — General Services Commission-2001 ORDINANCE NO OW? -0 AN ORDINANCE AUTHORIZING THE EXECUTION OFf,�,CHANGE ORDERS SIX TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 — DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 AND CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920 AND CHANGE ORDER FOUR IN THE AMOUNT OF $17,406 36 AND CHANGE ORDER FIVE IN THE AMOUNT OF $203,637 12 PLUS CHANGE ORDER SIX IN THE AMOUNT OF $146,030 94 FOR A TOTAL OF $1,732,759 40) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and subsequent change orders one through five, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Manager having recommend to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order six increasing the amount of the lease agreement between the City and Dell Financial Services, copy of which is on file in the office of the Purchasing Agent, in the amount of One Hundred Forty Six Thousand Thirty and 94/100 Dollars ($146,030 94), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,732,759 40) SECTION H That by the acceptance and approval of change order six to the master lease on file in the office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the change order six wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as the documents on file in the office of the Purchasing Agent, provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the change order two, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the listed items set forth in the change order two, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this e day of CM 2002 ATTEST, JENNIFER WALTERS, CITY SECRETARY M. AL FORM CITY ATTORNEY EULINE BROCK, MAYOR BY v Dell Financial C ange r Six— General Services Comnnssion-2002 it 'o Lu S D gON 7 N ESRa 7 N ZI 6 21 q � N N f0 O� O O 11 11 II fflppl II d Z v n 17S n n r n J Z O F- F' I