HomeMy WebLinkAbout12372RESOLUTION NO. 12372
A RESOLUTION APPROVING THE MASTER LEASE
AGREEMENT BETWEEN PUEBLO, A MUNICIPAL
CORPORATION AND DELL FINANCIAL SERVICES, LLC AND
LEASE PURCHASE SCHEDULE NO. 310-6587892-001 TO
THE MASTER LEASE AGREEMENT SPECIFICALLY FOR
THE ACQUISITION OF A VIRTUAL SERVER ENVIRONMENT
AND DEDICATED STORAGE AREA NETWORK AND
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO
EXECUTE EACH
WHEREAS,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Master Lease Agreement dated April 9, 2012, as amended, between Pueblo,
a Municipal Corporation and Dell Financial Services, LLC generally for the purchase of
computer equipment on as needed basis, a copy of which is attached hereto, having
been approved as to form by the City Attorney is hereby approved.
SECTION 2.
The Lease Purchase Schedule No. 810-6587892-001 dated April 9, 2012
between Pueblo, a Municipal Corporation and Dell Financial Services, LLC, relating to
the purchase of a virtual server environment and dedicated storage area network, a
copy of which is attached hereto, having been approved as to form by the City Attorney
is hereby approved.
SECTION 3.
The President of the City Council is authorized to execute and deliver the Master Lease
Agreement and Lease Purchase Schedule No. 810-6587892-001 in the name of the
City and the City Clerk is directed to affix the seal of the City thereto and attest same.
INTRODUCED: April 9, 2012
BY: Leroy Garcia
COUNCIL PERSON
Background Paper for Proposed
RESOLUTION
DATE: April 9, 2012AGENDA ITEM # M-21
DEPARTMENT:
Information Technology Department
Lori Pinz, Director
Police Department
Luis Velez, Police Chief
Fire Department
Christoper Riley, Fire Chief
TITLE
A RESOLUTION APPROVING THE MASTER LEASE AGREEMENT BETWEEN
PUEBLO, A MUNICIPAL CORPORATION AND DELL FINANCIAL SERVICES, LLC
AND LEASE PURCHASE SCHEDULE NO. 310-6587892-001 TO THE MASTER
LEASE AGREEMENT SPECIFICALLY FOR THE ACQUISITION OF A VIRTUAL
SERVER ENVIRONMENT AND DEDICATED STORAGE AREA NETWORK AND
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE EACH
ISSUE
Should City Council approve the Master Lease Agreement and separately, the Lease
Purchase Schedule No. 310-6587892-001 specifically for the purchase and installation
of a virtual server environment and dedicated storage area network?
RECOMMENDATION
Approval of the Resolution.
BACKGROUND
The State of Colorado has negotiated a contract with Dell Computers, Inc. (“Dell”) for
the provision of computer equipment to it and other local governmental entities. The
Information Technology Department (“IT”) desires to take advantage of the discounts
negotiated by the State with Dell by entering into a Master Lease Agreement with Dell.
The Master Lease Agreement, as amended, will control all lease purchases of
equipment from Dell. As specific equipment is needed by the City, the City will enter
into lease purchase schedules that will define the specific equipment being purchased
and the terms of the lease purchase.
Lease Purchase Schedule No. 810-6587892-001 is for the purchase of a virtual server
environment and dedicated storage area network to service all City’s departments and
applicable systems including all public safety. IT currently houses over 89 dedicated
servers. Several of these servers, including all Public Safety servers, are at the end of
their useful life and must be replaced. IT is recommending moving these servers to a
virtualized platform which will provide greater reliability, speed and availability while
decreasing hardware and warranty costs for replacement. In addition, utilizing a virtual
server environment will allow the City to move existing, or to add new applications
without having to purchase additional servers to support those applications.
FINANCIAL IMPACT
The Master Lease Agreement sets forth terms and conditions for a lease purchase, but
does not include any costs. Costs for the lease purchase of specific equipment will be
negotiated on an as needed basis and set forth in schedules which will be brought
before City Council as appropriate. The total lease purchase amount for Lease
Purchase Schedule No. 810-6587892-001 is $136,549.31. This amount will be paid in
two payments. The first payment in the amount of $63,973 will be paid with $40,000
from E-911 funds and $23,973 from IT’s 2012 budget. A second payment in the amount
of $74,921 will budgeted to be paid out of IT’s 2013 budget.
44t., F Services
EFFECTIVE DATE: April 09, 291 ��
MASTER LEASE AGREEMENT NO. ((a��
LESSOR: DELL FINANCIAL SERVICES L.L.C. LESSEE:City of Pueblo, Colorado
Payment Address: Principal Address:
Payment Processing Center 200 South Main St.
4319 Collection Center Dr.
Chicago, IL 60693 Pueblo, CO 81003
Fax:
Attention:
This Master Lease Agreement (this "Agreement), effective as of the Effective or 360 -day year (as appropriate) for the period from the Acceptance Date to
Date set forth above, is between the Lessor and Lessee named above. the Commencement Date shall be added to the first payment of Rent. All
Capitalized terms have the meaning set forth in this Agreement. Rent and other amounts due and payable under this Agreement or any
Schedule shall be paid to Lessor in lawful funds of the United States of
1. LEASE. America at the payment address for Lessor set forth above or at such other
Lessor hereby leases to Lessee and Lessee hereby leases the equipment address as Lessor may designate in writing from time to time. Whenever Rent
( "Products "), Software (defined below), and services or fees, where applicable, and other amounts payable under a Lease are not paid when due, Lessee
as described in any lease schedule ( "Schedule "). Each Schedule shall shall pay interest on such amounts at a rate equal to the lesser of 1% per
incorporate by reference the terms and conditions of this Agreement and month or the highest such rate permitted by applicable law (Overdue Rate ").
contain such other terms as are agreed to by Lessee and Lessor. Each Rent shall be due and payable whether or not Lessee has received an invoice
Schedule shall constitute a separate lease of Products ( "Lease "). In the event showing such Rent is due. Late charges and reasonable attorney's fees
of any conflict between the terms of a Schedule and the terms of this necessary to recover Rent and other amounts owed hereunder are considered
Agreement, the terms of the Schedule shall prevail. Lessor reserves all rights an integral part of this Agreement.
to the Products not specifically granted to Lessee in this Agreement or in a (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee
Schedule. Execution of this Agreement does not create an obligation of either shall pay sales, use, excise, purchase, property, added value or other taxes,
party to lease to or from the other. fees, levies or assessments lawfully assessed or levied against Lessor or
2. ACCEPTANCE DATE; SCHEDULE. with respect to the Products and the Lease ( "collectively "Taxes "), and
customs, duties or surcharges on imports or exports (collectively, "Duties"),
(a) Subject to any right of return provided by the Product seller ( "Seller") plus all expenses incurred in connection with Lessor's purchase and
named on the Schedule, Products are deemed to have been irrevocably Lessee's use of the Products, including but not limited to shipment, delivery,
accepted by Lessee upon delivery to Lessee's ship to location ( "Acceptance installation, and insurance. Unless Lessee provides Lessor with a tax
Date "). Lessee shall be solely responsible for unpacking, inspecting and exemption certificate acceptable to the relevant taxing authority prior to
installing the Products. Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes and
Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for
(b ) g rees estimated personal property tax with the Rent Payment. Lessee shall pay all
to sign or otherwise authenticate (as defined under the Uniform Commercial utility and other charges incurred in the use and maintenance of the
Code, "UCC ") and return each Schedule by the later of the Acceptance Date Products.
or five (5) days after Lessee receives a Schedule from Lessor. If the
Schedule is not signed or otherwise authenticated by Lessee within the time (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S
provided in the prior sentence, then upon written notice from Lessor and OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE
Lessee's failure to cure within five (5) days of such notice, Lessor may AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS
require the Lessee to purchase the Products by paying the Product Cost AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND
charged by the Seller, plus any shipping charges, Taxes or Duties (defined UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,
below) and interest at the Overdue Rate accruing from the date the REDUCTION, SET -OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION,
Products are shipped through the date of payment. If Lessee returns any DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER
leased Products in accordance with the Seller's return policy, it will notify WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE AGAINST
Lessor. When Lessor receives a credit from the Seller for the returned LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR
Product, the Schedule will be deemed amended to reflect the return of the MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF
Product and Lessor will adjust its billing records and Lessee's invoice for the THE PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. If
applicable Lease. In addition, Lessee and Lessor agree that a signed any Product is unsatisfactory for any reason, Lessee shall make its claim
Schedule may be amended by written notice from Lessor to Lessee provided solely against the Seller of such Product (or the Licensor in the case of
such notice is (i) to correct the serial (or service tag) number of Products or (ii) Software, as defined below) and shall nevertheless pay Lessor or its assignee
to adjust the related Rent (defined below) on the Schedule (any increase up to all amounts due and payable under the Lease.
15% or any decrease) caused by any change made by Lessee in Lessee's 5. APPROPRIATION OF FUNDS.
order with the Seller.
3. TERM. (a) Lessee intends to continue each Schedule for the Primary Term and
to pay the Rent and other amounts due thereunder. Lessee reasonably
The initial term (the "Primary Term ") for each Lease shall begin on the date believes that legally available funds in an amount sufficient to pay all Rent
set forth on the Schedule as the Commencement Date (the during the Primary Term can be obtained and agrees to do all things lawfully
"Commencement Date "). The period beginning on the Acceptance Date within its power to obtain and maintain funds from which the Rent and other
and ending on the last day of the Primary Term, together with any renewals amounts due may be paid.
or extensions thereof, is defined as the "Lease Term. The Lease is non -
cancelable by Lessee, except as expressly provided in Section 5. (b) Lessee may terminate a Schedule in whole, but not in part by giving
at least sixty (60) days notice prior to the end of the then current Fiscal
4. RENT; TAXES; PAYMENT OBLIGATION. Period (as defined in the Lessee's Secretary/Clerk's Certificate provided to
a payment period Lessor) certifying that: (1) sufficient funds were not appropriated and
(a ) The rental payment ment amount ("Rent"), and the p Y ment p for each budgeted by Lessee's governing body or will not otherwise be available to
installment of Rent ( "Payment Period ") shall be stated in the Schedule. A continue the Lease beyond the current Fiscal Period; and (2) that the
prorated portion of Rent calculated based on a 30 -day month, 90 -day quarter Lessee has exhausted all funds legally available for payment of the Rent
DFS Public MLA.08252008dotx Page 1 of 5
beyond the current Fiscal Period. Upon termination of the Schedule, repair any repairable damage to the Products. For the Lease Term, Lessee
Lessee's obligations under the Schedule (except those that expressly shall ensure that the Products are covered by a manufacturer approved
survive the end of the Lease Term) and any interest in the Products shall maintenance agreement or, with Lessor's prior consent, are self - maintained in
cease and Lessee shall surrender the Products in accordance with Section accordance with the standards set forth herein. At all times, Lessee shall
8. Notwithstanding the foregoing, Lessee agrees that, without creating a provide the following insurance: (x) casualty Toss insurance for the Products for
pledge, lien or encumbrance upon funds available to Lessee in other than no less than the Stipulated Loss Value (defined below) naming Lessor as a loss
its current Fiscal Period, it will use its best efforts to take all action payee: (y) liability insurance with respect to the Products for no less than an
necessary to avoid termination of a Schedule, including making budget amount as required by Lessor, with Lessor named as an additional insured;
requests for each Fiscal Period during each applicable Lease Term for and (z) such other insurance as may be required by law which names Lessee
adequate funds to meet its Lease obligations and to continue the Schedule as an insured and Lessor as an additional insured. Upon Lessors prior written
in force. consent, Lessee may provide this insurance pursuant to Lessee's existing self
insurance policy or as provided for under state law. Lessee shall provide
(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent
Lessor with either an annual certificate of third party insurance or a written
and other amounts due under a Lease constitutes a current expense of description of its self insurance policy or relevant law, as applicable. The
Lessee and is not to be construed to be a debt in contravention of any certificate of insurance will provide that Lessor shall receive at least ten (10)
applicable constitutional or statutory limitation on the creation of days prior written notice of any material change to or cancellation of the
indebtedness or as a pledge of funds beyond Lessee's current Fiscal insurance policy or Lessee's self- insurance program, if previously approved by
Period. Lessor. If Lessee does not give Lessor evidence of insurance in accordance
6. LICENSED MATERIALS. with the standards herein, Lessor has the right, but not the obligation, to obtain
such insurance covering Lessor's interest in the Products for the Lease Term,
Software means any operating system software or computer programs including renewals. If Lessor obtains such insurance, Lessor will add a
included with the Products (collectively, "Software "). "Licensed Materials" are monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse
any manuals and documents, end user license agreements, evidence of Lessor for the insurance premium and Lessor's then current insurance
licenses, including without limitation, any certificate of authenticity and other administrative fee.
media provided in connection with such Software, all as delivered with or
affixed as a label to the Products. Lessee agrees that this Agreement and any (b) If the Products are lost, stolen, destroyed, damaged beyond repair or
Lease (including the sale of any Product pursuant to any purchase option) in the event of any condemnation, confiscation, seizure or expropriation of
does not grant any title or interest in Software or Licensed Materials. Any use such Products ("Casualty Products "), Lessee shall promptly (i) notify Lessor
of the terms "sell," "purchase," "license," "lease," and the like in this of the same and (ii) pay to Lessor the Stipulated Loss Value for the Casualty
Agreement or any Schedule with respect to Licensed Materials shall be Products. The Stipulated Loss Value is an amount equal to the sum of (a) all
interpreted in accordance with this Section 6. Rent and other amounts then due and owing (including interest at the
Overdue Rate from the due date until payment is received) under the Lease,
7. USE; LOCATION; INSPECTION. plus (b) the present value of all future Rent to become due under the Lease
shall (a) comply with all terms and conditions of any Licensed during the remainder of the Lease Term, plus (c) the present value of the
Lessee
Lessee
Materials and (b) estimated in place Fair Market Value of the Product at the end of the
() possess and operate the Products only (i) in accordance Primary Term as determined by Lessor; plus (d) all other amounts to
with the Sellers supply contract and any service provider maintenance and become due and owing during the remaining Lease Term. Unless priced as
operating manuals, documentation and applicable laws; and (ii) for the a tax - exempt Schedule, each of (b) and (c) shall be calculated using the
business purposes of Lessee. Lessee agrees not to move Products from the federal funds rate target reported in the Wall Street Journal on the
location(s) specified in the Schedule without providing Lessor with at least 30 Commencement Date of the applicable Schedule. The discount rate
days prior written notice, and then only to a location within the continental applicable to tax- exempt Schedules shall be federal funds rate target
United States and at Lessee's expense. Without notice to Lessor, Lessee reported in the Wall Street Journal on the Commencement Date of the
may temporarily use laptop computers at other locations, including outside the applicable Schedule less 100 basis points.
United States, provided Lessee complies with the United States Export
Control Administration Act of 1979 and the Export Administration Act of 10. ALTERATIONS.
1985, as those Acts are amended from time to time (or any successor or
similar legislation). Provided Lessor complies with Lessee's reasonable Lessee shall, at its expense, make such alterations to the Products during the
security requirements, Lessee shall allow Lessor to inspect the premises Lease Term as are legally required or provided at no charge by Seller.
where the Products are located from time to time during reasonable hours Lessee may make other alterations, additions or improvements to the
after reasonable notice in order to confirm Lessee's compliance with its Products provided that any alteration, addition or improvement shall be readily
obligations under this Agreement. removable and shall not materially impair the value or utility of the Products.
Upon the return of any Product to Lessor, any alteration, addition or
8. RETURN. improvement that is not removed by Lessee shall become the property of
At the expiration or earlier termination of any Schedule, and except for
Lessor free and clear of all liens and encumbrances.
Products purchased pursuant to any purchase option under the Lease, if any, 11. REPRESENTATIONS AND WARRANTIES OF LESSEE.
Lessee will (a) remove all proprietary data from the Products; and (b) retum
them to Lessor at a place within the contiguous United States designated by Lessee represents, warrants and covenants to Lessor and will provide to
Lessor. Upon return of the Products, Lessee's right to the operating system Lessor at Lessor's request all documents deemed necessary or appropriate
Software in returned Products will terminate and Lessee will retum the by Lessor, including Certificates of Insurance, financial statements, Secretary
Products with the original certificate of authenticity (attached and unaltered) for or Clerk Certificates, essential use information or documents (such as
the original operating system Software. Lessee agrees to deinstall and affidavits, notices and similar instruments in a form satisfactory to Lessor) and
package the Products for return in a manner which will protect them from Opinions of Counsel (in substantially such form as provided to Lessee by
damage. Lessee shall pay all costs associated with the packaging and Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time
return of the Products and shall promptly reimburse Lessor for all costs and Lessee enters into this Agreement and each Schedule that:
expenses for missing or damaged Products or operating system Software. (a) Lessee is an entity duly organized and existing under and by virtue of
If Lessee fails to return all of the Products at the expiration of the Lease the authorizing statute or constitutional provisions of its state and is a state or
Term or earlier termination (other than for non - appropriation) in accordance political subdivision thereof as described in Section 103(a) of the Internal
with this Section, the Lease Term with respect to the Products that are not Revenue Code of 1986, as amended, and the regulations promulgated
returned shall continue to be renewed as described in the Schedule. thereunder as in effect and applicable to the Agreement or any Schedule, with
9. RISK OF LOSS; MAINTENANCE; INSURANCE. full power and authority to enter into this Agreement and any Schedules and
perform all of its obligations under the Leases;
(a) From the time the Products are delivered to Lessee's ship to location
until the Products are returned to Lessor's designated return location or (b) This Agreement and each Schedule have been duly authorized,
purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage authenticated and delivered by Lessee by proper action of its governing
to the Products; (ii) to maintain the Products in good operating condition and board at a regularly convened meeting and attended by the requisite
appearance, ordinary wear and tear excepted, (iii) to comply with all majority of board members, or by other appropriate official authentication,
requirements necessary to enforce all warranty rights; and (iv) to promptly as applicable, and all requirements have been met and procedures have
occurred in order to ensure the validity and enforceability of this Agreement
DFS Public MLA.08252008dobc Page 2 of 5
against Lessee; ARTICLE 2A OF THE UCC.
(c) This Agreement and each Schedule constitute the valid, legal and 13. EVENTS OF DEFAULT.
binding obligations of Lessee, enforceable in accordance with their terms; It shall be an event of default hereunder and under any Schedule ( "Event of
(d) No other approval, consent or withholding of objection is required Default) if:
from any federal, state or local governmental authority or instrumentality (a) Lessee fails to pay any Rent or other amounts payable under this
with respect to the entering into or performance by Lessee of the Agreement Agreement or any Schedule within 15 days after the date such payment is
or any Schedule and the transactions contemplated thereby; due;
(e) Lessee has complied with such public bidding requirements and other (b) Any representation or warranty made by Lessee to Lessor in connection
Schedule and the
state and federal laws as may ft h applicable to the Agreement and any with this Agreement, any Schedule or any other Documents is at the time
Schedule acquisition by Lessee e o of the Products; made materially untrue or incorrect;
(f) The entering into and performance of the Agreement or any Schedule
will not (i) violate any judgment, order, law or regulation applicable to (c) Lessee fails to comply with any other obligation or provision of this
Lessee; (ii) result in any breach of, or constitute a default under, any Agreement or any Schedule and such failure shall have continued for 30 days
instrument to which the Lessee is a party or by which it or its assets may be after notice from Lessor;
bound; or (iii) result in the creation of any lien, charge, security interest or (d) Lessee (i) is generally not paying its debts as they become due or (ii)
other encumbrance upon any assets of the Lessee or on the Products, other takes action for the purpose of invoking the protection of any bankruptcy or
than those created pursuant to this Agreement; insolvency law, or any such law is invoked against or with respect to Lessee or
(g) There are no actions, suits, proceedings, inquiries or investigations, at its property and such petition is not dismissed within 60 days;
law or in equity, before or by any court, public board or body, pending or (e) Any provision of this Agreement ceases to be valid and binding on
threatened against or affecting Lessee, nor to the best of Lessee's Lessee, is declared null and void, or its validity or enforceability is contested
knowledge and belief is there any basis therefor, which if determined by Lessee or any governmental agency or authority whereby the loss of such
adversely to Lessee will have a material adverse effect on the ability of provision would materially adversely affect the rights or security of Lessor, or
Lessee to fulfill its obligations under the Agreement or any Schedule; Lessee denies any further liability or obligation under this Agreement; or
(h) The Products are essential to the proper, efficient and economic (f) Lessee is in default under any other lease, contract, or obligation now
operation of Lessee or to the services which Lessee provides to its citizens. existing or hereafter entered into with Lessor or Seller or any assignee of
Lessee expects to make immediate use of the Products, for which it has an Lessor.
immediate need that is neither temporary nor expected to diminish during the
applicable Lease Term. The Products will be used for the sole purpose of 14. REMEDIES; TERMINATION.
performing one or more of Lessee's governmental or proprietary functions (a) Upon an Event of Default under any Schedule, all of Lessee's rights
consistent within the permissible scope of Lessee's authority; and (including its rights to the Products), but not its obligations thereunder, shall
(i) Lessee has, in accordance with the requirements of law, fully automatically be canceled without notice and Lessor may exercise one or
budgeted and appropriated sufficient funds to make all Rent payments and more of the following remedies in its sole discretion:
other obligations under this Agreement and any Schedule during the current (i) require Lessee to return any and all such Products in accordance
Fiscal Period, and such funds have not been expended for other purposes. with Section 8, or if requested by Lessor, to assemble the Products in a single
12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; location designated by Lessor and to grant Lessor the right to enter the
LIMITATIONS ON LIABILITY; FINANCE LEASE. premises where such Products are located (regardless of where assembled)
for the purpose of repossession;
(a) Provided no Event of Default has occurred and is continuing, Lessor
assigns to Lessee for the Lease Term the benefit of any Product warranty and (ii) sell, lease or otherwise dispose of any or all Products (as agent and
right of return provided by any Seller. attorney -in -fact for Lessee to the extent necessary) upon such terms and in
such manner (at public or private sale) as Lessor deems advisable in its sole
(b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT discretion ( "Disposition ");
LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS (iii) declare immediately due and payable as a pre - estimate of liquidated
OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON damages for loss of bargain and not as a penalty, the Stipulated Loss Value of
STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES the Products in lieu of any further Rent, in which event Lessee shall pay such
THE PRODUCTS AS -IS AND MAKES NO WARRANTY, EXPRESS, amount to Lessor within 10 days after the date of Lessor's demand; or
IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY (iv) proceed action w i
ed by appropriate court acton either at la or in equity
WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A ( includ action for specific performance) enforce the w performance by
MIGHT HAVE AGAINST PURPOSE. LESSOR O R ITS AUA LESSEE WAIVES ANY CLAIM Lessee or recover damages associated with such Event of Default or exercise
MIGHT HAVN OR ASSIGNEE FOR ANY LOSSS, ,
DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY any other remedy available to lessor in law or in equity.
PRODUCTS. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor,
(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, including reasonable attomey fees, in connection with or related to an Event
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES of Default or the repossession, transportation, re- furbishing, storage and
ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE Disposition of any or all Products ( "Default Expenses "). In the event Lessor
OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS recovers proceeds (net of Default Expenses) from its Disposition of the
ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH Products, Lessor shall credit such proceeds against the owed Stipulated Loss
DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A Value. Lessee shall remain liable to Lessor for any deficiency. With respect
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY to this Section, to the extent the proceeds of the Disposition (net of Default
PROVIDED IN THIS AGREEMENT. Expenses) exceed the Stipulated Loss Value owed under the Lease, or
Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and
(d) Lessee agrees that it is the intent of both parties that each lease qualify all other amounts owing under the Lease, Lessee shall be entitled to such
as a statutory finance lease under Article 2A of the UCC. Lessee excess and shall have no further obligations with respect to such Lease. All
acknowledges either (i) that Lessee has reviewed and approved any written rights of Lessor are cumulative and not alternative and may be exercised by
supply contract covering the Products purchased from the Seller for lease to Lessor separately or together.
Lessee or (ii) that Lessor has informed or advised Lessee, in writing, either 15. QUIET ENJOYMENT.
previously or by this Agreement, that Lessee may have rights under the supply
contract evidencing the purchase of the Products and that Lessee should Lessor shall not interfere with Lessee's right to possession and quiet
contact the Seller for a description of any such rights. TO THE FULLEST enjoyment of Products during the relevant Lease Term, provided no Event of
EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES Default has occurred or is continuing. Lessor represents and warrants that as
ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY of the Commencement Date of the applicable Schedule, Lessor has the right
DFS Public MLA.08252008dotx Page 3 of 5
to lease the Products to Lessee. PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC
16. INDEMNIFICATION. SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE
CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED
To the extent permitted by law, Lessee shall indemnify, defend and hold IN PUEBLO COUNTY, Colorado AND WAIVES ANY OBJECTION TO
Lessor, its assignees, and their respective officers, directors, employees, VENUE IN SUCH COURT, AND FURTHER WAIVES ANY RIGHT TO A
representatives and agents harmless from and against, all claims, liabilities, TRIAL BY JURY.
costs or expenses, including legal fees and expenses (collectively, "Claims ")
22. MISCELLANEOUS .
arising from or incurred in connection with this Agreement, any Schedule, or
the selection, manufacture, possession, ownership, use, condition, or retum of (a) The headings used in this Agreement are for convenience only and
any Products (including Claims for personal injury or death or damage to shall have no legal effect. This Agreement shall be interpreted without any
property, and to the extent Lessee is responsible, Claims related to the strict construction in favor of or against either party.
subsequent use or Disposition of the Products or any data in or alteration of
the Products. This indemnity shall not extend to any loss caused solely by the (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22
gross negligence or willful misconduct of Lessor. Lessee shall be responsible shall continue in full force and effect even after the termination or expiration of
for the defense and resolution of such Claim at its expense and shall pay any this Agreement or any Schedule.
amount for resolution and all costs and damages awarded against or incurred
by Lessor or any other person indemnified hereunder; provided, however, that (c) Failure of Lessor at any time to require Lessee's performance of any
any person indemnified hereunder shall have the right to participate in the obligation shall not affect the right to require performance of that obligation.
defense of such Claim with counsel of its choice and at its expense and to No term, condition or provision of this Agreement or any Schedule shall be
approve any such resolution. Lessee shall keep Lessor informed at all times waived or deemed to have been waived by Lessor unless it is in writing and
as to the status of the Claim. signed by a duly authorized representative of Lessor. A valid waiver is limited
to the specific situation for which it was given.
17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
(d) Lessee shall furnish such financial statements of Lessee (prepared in
As between Lessor and Lessee, title to the Products (other than the accordance with generally accepted accounting principles) and other
Licensed Materials) is and shall remain with Lessor. Products are information as Lessor may from time to time reasonably request.
considered personal property and Lessee shall, at Lessee's expense, keep
the Products free and clear of liens and encumbrances of any kind (except (e) If any provision(s) of this Agreement is deemed invalid or unenforceable
those arising through the acts of Lessor) and shall immediately notify Lessor if to any extent (other than provisions going to the essence of this Agreement)
Lessor's interest is subject to compromise. Lessee shall not remove, cover, or the same shall not in any respect affect the validity, legality or enforceability (to
alter plates, labels, or other markings upon Products by Lessor, Seller or any the fullest extent permitted by law) of the remainder of this Agreement and the
other supplier. parties shall use their best efforts to replace such illegal, invalid or
unenforceable provision with an enforceable provision approximating, to the
18. NON - PERFORMANCE BY LESSEE. extent possible, the original intent of the parties.
If Lessee shall fail to perform any of its obligations hereunder or under any (f) Unless otherwise provided, all obligations hereunder shall be performed
Schedule, Lessor shall have the right but not the obligation to effect such or observed at the respective party's expense.
performance and Lessee shall promptly reimburse Lessor for all out of pocket
and other reasonable expenses incurred in connection with such performance, (g) Lessee shall take any action reasonably requested by Lessor for the
with interest at the Overdue Rate. purpose of fully effectuating the intent and purposes of this Agreement or any
Schedule. If any Lease is determined to be other than a true lease, Lessee
19. NOTICES. hereby grants to Lessor a first priority security interest in the Products and all
All notices shall be given in writing and, except for billings and proceeds thereof. Lessee acknowledges that by signing this Agreement,
All notices
communications in the ordinary course of business, ex, shall for
delivered by Lessee has authorized Lessor to file any financing statements or related filings
as
ovemight courier service, delivered personally or sent by certified mail, retum reasonably deem necessary may file a
receipt requested, and shall be effective on the date of receipt unless mailed, coopy y o off this may is Agreement t o or r any Schedule in lieu u appropriate. Lessor
a financing statement.
in which case the effective date will be four (4) Business Days after the date of (h) This Agreement and any Schedule may be signed in any number of
mailing. Notices to Lessor by Lessee shall be sent to: Dell Financial Services counterparts each of which when so executed or otherwise and
L.L.C., Legal Department, One Dell Way, Round Rock, TX 78682, or such delivered shall be an original but all counterparts shall together constitute one
other mailing address designated in writing by Lessor. Notice to Lessee shall and the same instrument. To the extent each Schedule would constitute
be to the address on the first page of this Agreement or such other mailing chattel paper as that term is defined in the UCC, no security interest may be
address designated in writing by Lessee. created through the transfer or control or possession, as applicable, of a
20. ASSIGNMENT. counterpart of a Schedule other than the original in Lessor's possession
marked by Lessor as either "original" or "Counterpart Number 1".
(a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR (i) This Agreement and the Schedules hereto between Lessor and Lessee
SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF set forth all of the understandings and agreements between the parties and
LESSOR (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD). supersede and merge all prior written or oral communications,
LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE understandings, or agreements between the parties relating to the subject
FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No assignment matter contained herein. Except as permitted herein, this Agreement and any
or sublease shall in any way discharge Lessee's obligations to Lessor under Schedule may be amended only by a writing duly signed or otherwise
this Agreement or Schedule. authenticated by Lessor and Lessee.
(b) Lessor may at any time without notice to Lessee, but subject to the rights G) If Lessee delivers this signed Master Lease, or any Schedule,
of Lessee, transfer, assignor grant a security interest in any Product, this amendment or other document related to the Master Lease (each a
Agreement, any Schedule, or any rights and obligations hereunder or "Document ") to Lessor by facsimile transmission, and Lessor does not
thereunder in whole or in part. Lessee hereby consents to such assignments, receive all of the pages of that Document, Lessee agrees that, except for
agrees to comply fully with the terms thereof, and agrees to execute and any pages require signature, supply the missing pages
deliver promptly such acknowledgments, opinions of counsel and other y p g es which q uire a g nature, Lessor may pp y g e a
instruments reasonably requested to effect such assignment. to the Document from Lessor's database which conforms to the versi on
number at the bottom of the page. If Lessee delivers a signed Document to
(c) Subject to the foregoing, this Agreement and each Schedule shall be Lessor as an e-mail attachment, facsimile transmission or by U.S. mail,
binding upon and inure to the benefit of Lessor, Lessee and their successors Lessee acknowledges that Lessor is relying on Lessee's representation that
and assigns. the Document has not been altered. Lessee further agrees that,
notwithstanding any rule of evidence to the contrary, in any hearing, trial or
21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY proceeding of any kind with respect to a Document, Lessor may produce a
TRIAL. tangible copy of the Document transmitted by Lessee to Lessor by facsimile
THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY or as an e-mail attachment and such signed copy shall be deemed to be the
Colorado LAW WITHOUT REGARD TO ITS CONFLICTS OF LAW original of the Document. To the extent (if any) that the Document
constitutes chattel paper under the Uniform Commercial Code, the
DFS Public MLA.08252008dotx Page 4 of 5
authoritative copy of the Document shall be the copy designated by Lessor
or its assignee, from time to time, as the copy available for access and
review by Lessee, Lessor of its assignee. All other copies are deemed
identified as copies of the authoritative copy. In the event of inadvertent
destruction of the authoritative copy, or corruption of the authoritative copy
for any reason or as the result of any cause, the authoritative copy may be
restored from a backup or archive copy, and the restored copy shall become
the authoritative copy. At Lessor's option, this electronic record may be
converted into paper form. At such time, such paper copy will be designated
or marked as the authoritative copy of the Document.
EXECUTED by the undersigned on the dates set forth below, to be effective
as of the Effective Date.
City of Pueblo, Colorado
"Lessee ""
BY: ._,
E • K. aufman
TITLE: President of City Council
DELL FINANCIAL SERVICES L.L.C.
"Lessor" 1C)7,
BY:
NAME: ' ' + fifer
TITLE: P , w'
DFS Public MLA.08282008dobt Page 5 of 5
..! ;: f •" Financial Services
City of Pueblo, Colorado
LEASE PURCHASE SCHEDULE NO. 810 - 6587892 -001 •
TO MASTER LEASE AGREEMENT NO. 6587892
THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE
AGREEMENT NO. 6587892 ( "Agreement ") DATED April 09, 2012 BETWEEN Dell Financial Services LLC ("Lessor") AND City
of Pueblo, Colorado ( "Lessee ").
Lessor hereby agrees to lease and /or make available to Lessee subject to the terms, conditions and provisions set forth in this
Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall
have the meaning ascribed to it in the Agreement.
PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit "A" attached to and made a part hereof.
PRODUCT SELLER: [Dell Inc., One Dell Way, Round Rock, TX 78682]
Product Description Product Location Lessee Primary Commencement Date **
Purchase Term (Mos.)
Order No.
See Exhbit A United States [PO r umbe 12 May 1, 2012
Rent is payable: in advance
Payment Period: Semi - Annually
* Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first
payment of Rent any prorated Rent if applicable. Such amounts are further described in Exhibit "A — .
** The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the
terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement
Date, as such date is finally determined.
LEASE PURCHASE PROVISIONS
The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement:
1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION.
Insert as a new last sentence to subsection (a) the following:
"For the purposes of this Schedule, the Rent and Purchase Price (as of the applicable Purchase Date) are shown in the chart
below or on Exhibit "6", attached to and made a part hereof.
Payment Number/ Rent Interest Portion Principal Portion Purchase Price"
Purchase Date
Add as a new last sentence to subsection (b) the following:
"Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales, use
and property taxes."
2. SECTION 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE.
For purposes of this Schedule, add paragraphs (j) through (t) as follows:
"(j) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to,
the execution (and delivery to Lessor) of information statements requested by Lessor;
(k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any
transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within
the meaning of Section 141 of the Code;
Page 1 of 3
DFS Public LP Schedule 08252008
(I) The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this
Schedule;
(m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence
such Schedule;
(n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year
from the date hereof;
(o) No fund or account which secures or otherwise relates to the Rent has been established;
(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or
termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such
disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes;
(q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as
may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038 -G or 8038 -
GC, as required under the Code;
(r) It is expected that Rent under this Schedule will be paid from periodic. appropriations of the Lessee deposited into the
general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all
amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made;
(s) To the best of our knowledge, information and belief, the above expectations are reasonable; and
(t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof,
and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from
gross income for purposes of federal income taxation.
Without limiting the generality of the foregoing, Lessee shall acknowledge any assignment of this Schedule in writing and
complete an accurate record of all such assignments in a manner that complies with Section 149(a) of the Code and the
Treasury Regulations promulgated thereunder."
TO THE EXTENT PERMITTED BY LAW, AND IN ADDITION TO LESSE'S OBLIGATION UNDER SECTION 16 OF THE
AGREEMENT, LESSEE HEREBY ASSUMES LIABILITY FOR, AND SHALL PAY WHEN DUE, AND SHALL INDEMNIFY
AND DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL LIABILITIES, LOSSES,
DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) RELATING TO OR ARISING OUT
OF LESSEE'S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS CONTAINED IN
SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN.
3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE
LEASE.
For purposes of this Schedule, delete "FINANCE LEASE" in the title of this Section and delete paragraph (d).
4. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
Insert at the end of this paragraph the following: "Notwithstanding the first sentence of this Section , upon Lessee's acceptance
of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under the Agreement;
provided that, upon an Event of Default or any termination of this Schedule, other than by Lessee's purchase of the Products,
, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee shall immediately
surrender possession of the Products to Lessor. Any such transfer of title shall occur automatically without the necessity of
any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such
instruments as Lessor may request to evidence such transfer.
5. PURCHASE OPTION.
Provided that no Event of Default has occurred and is continuing, and at least 60 days but no more than 180 days before the
purchase date ( "Purchase Date ") selected by Lessee, Lessee will give irrevocable written notice to Lessor of its intention to:
(i) purchase the Products for $1.00 at the end of the Primary Term;
(ii) purchase the Products at the Purchase Price as stated in Paragraph (i) above or as listed on Exhibit B, so long
as all other amounts due on the Purchase Date have been paid in full; or
(iii) retum the Products in accordance with the Agreement for a fee agreed upon by both parties.
Upon satisfaction by Lessee of such conditions, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE
IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR,
INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
Page 2 of 3
DFS Public LP Schedule. 08252008
AGAINST INFRINGEMENT, other than the absence of any liens by, through, or under Lessor.
As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first- priority security interest in all
of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or
encumbrances whatsoever.
6. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products
from time to time as necessary.
If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease
(each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,
Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document
from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed
Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is
relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any
rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may
produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such
signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel
paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or
its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies
are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or
corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a
backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record
may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the
Document.
By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the
attached Exhibits "A" and "B ".
City of Pueblo, Colorado Dell Financia ervices LLC
(Lessee (Lessor)
By wit Id/ By:
(A• -' iz d Si• ature) (A orized Signatyre)
Chris K. K. fman, President of L L' -
(Name/Title) City Council (Name/Ti)
April 9, 2012
(Date) (Date)
Page 3 of 3
DFS Public LP Schedule. 08252008
City of Pueblo, Colorado
LEASE PURCHASE SCHEDULE NO. 810-6587892-001
Exhibit A
:-' - , Q uA N T i Ty: 2 `.:, ,:. , SYTEN1-1 $32,496.67
I
Base Unit: t PS4100X, Mainstream Performance, 10K SAS Drives (225-1078)
Processor: 12 _
1.6TB capacity, 10K SAS, 24x 900GB (342-3385)
Hard Drive Controller: 1 Dual Controller, HA with failover (331-2530) i
Documentation Diskette; 1 EqualLogic array may not be returned (468-8817)
Factory Installed Software: I Asynchronous Replication (468-7110)
Software Disk Two: 1Snaps/Clones with integration for MS SQL, Exchange, Hyper V and VMware (468-7155)
Feature 1SAN HQ multi group monitoring software (468-7156)
- -
Feature I 7- RackRalls, RapldRalls for Dell Rack (330-6048)
Service: [ Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, 4 Year Extended
1(929-7594)
Service: 1 ProSupport: 7x24 HW 1 SW Tech Support and Assistance, 5 Year (929-7674)
Service: Dell Hardware Limited Warranty initial Year (932-8307) — I
Service: 1 MISSION CRITICAL PACKAGE: Enhanced Services, 5 Year (932-8387) --1
Service: I Dell Hardware Limited Warranty Extended Year (936-8168)
Service: 1 EqualLogic Advanced Software Warranty and Service,7x24 Access,5 Year (936-8208) 1
-- 1
7 11i/fission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, Initial Year (957-
Service: 19440)
Service I you choosing Dell ProSupport. For tech suppa http://support.dell.com/ProSupport
: i
1
or call 1-800-9 (989-3439) 1
installation: 'Remote implementation of a Dell Equallogic Array (961-3859) 1
Support: ---I Proactive Maintenance service,EQL PS41xx,1Event per yr,1 Year (932-8477) 1
Misc: 1 Power Cord, C13 to C14, PDU Style, 12 Amps, 2 meter, Qty 1(330-3151)
Misc: 1 F eiiiii, to C14, PDU Style, 12 Amps, 2 meter, Qty 1(330-3151)
i
I
SOFT1NARE. & ACCESSORIES . '
. 4
Product i Quantity Unit Price Total
Dell Education Services - No Training Requested - visit www.Learndell.com (994- 7
3849) 1 2 $0.00 $0.00
, 'SOFTWARE & ACCESSORIES
, ,
Product 1 Quantity Unit Price Total
....
VMware Consulting Training Credits PREPAID SERVICES PSO CREDIT 151-600 157 $90.00 $14,130.00
(A2977611)
., , , , ,.
SYSTEM PR10E:'$16 766.32 .. . -.. GROUP TOTAL:'$33 532.64
■
Base Unit:
[PE R710 wi th Chassis for Up to 4, 3.6-Inch Hard Drives (224-8463)
,... .,_
Processor: - TPowerEdge R710 Shipping (330-4124)
Memory: 7 96GB Memory (12x8GB), 1333MHz 2R LV RDIMMs at Std Volt for 2P, Optimized (317-7290) -1
Monitor: Embedded Broadcom, GB Ethernet NICS with TOE (430-1764) -- I
Monitor: Embedded Broadcom, GB Ethernet NICS with TOE and ISCSI Offload Enabled (430-2970)
Video Card: Intel Xeon E5646 2.40GHz, 12M Cache, 5.86 GTIs QPI, 6C (317-6154) ---,1
Video Memory: IPowerEdge R710 Heat Sinks for 2 Processors (317-1213)
Video Memory: lintel Xeon E5645 2.40GHz, 12M Cache, 5.86 GTIs QPI, 6C (317-6163)
Hard Drive: --- 1 - 1-ED Multi-Select (341-4158)
Hard Drive Controller: 1 Embedded SATA (341-3933)
H
Floppy Disk Drive: !Performance BIOS Setting (330-3492)
Floppy Disk Drive: 1 Cord, C13 to C14, PDU Style, 12 Amps, 2 meter, Qty 1 (330-3161) ,
Floppy Disk Drive: t Power Cord, C13 to C14, PDU Style, 12 Amps, 2 meter, Qty 1(330-3151) —1
Operating System: 1 No OS, No Utility Partition (341-8732) —.21
Mouse; !Internal SD Module with 1GB SDCard (341-8738)
Mouse: 1 ESXI v5.0,Enterprise,2CPU,5Y License (421-6827) —1
Mouse: -1 VMware ESXI v5.0,Enterprise,2CPU,5Y Subscription (421-6828) 1
Mouse: 1 5 - I - 4o Hard Drive (341-9160) --1
NIC: 1 , - Intel Gigabit ET NIC,Quad Port, Copper, PCie-4 (430-0657) — I
___ 3
Modem: � 1 iDRAC6 Enterprise (467 -8648) _ _ � _ _ _
CD-ROM or DVD -ROM Drive: 1 DVD ROM, SATA, INTERNAL (313- 9092) ��� ��
Sond_Card � TBezel (313 -7517)
Speakers: 1 Riser with 2 PCIe x8 + 2 PCIe x4 Slot (320 -7886)
Documentation Diskette: TElectronic System Documentation and OpenManage DVD Kit (330 -3485) i _�
Feature [No RAID, No Controller, No Hard Drives (341 -8696) i____�
Feature � 1 ReadyRails Sliding Rails With CableManagement Arm (330 -3477) 1
Service: Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, 4 Year Extended l
_ (988- 4964) _ 1
Service: _ � 1 ProSupport : 7x24 HW 1 SW Tech Support and Assistance , 5 Year (988 -5154) _ ~�
AV��� _ _ Thank you choosing Dell ProSupport. For tech support, visit http:llsupport.dell.com!ProSupport j
Service:
!
_ _ , or call 1 -800 -9 (989 -3439) 1
Serviced Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, Initial Year (993-
2200)
Service: [Dell Hardware Limited Warranty Plus On Site Service Initial Year (993 -8447)
Service: 1 Dell Hardware Limited Warranty Extended Year (993 -8458) � ��
Service: (MISSION CRITICAL PACKAGE: Enhanced Services , 5 Year (993 -8507)
Installation_: _ 1 On -Site Installation Declined (900 -9997) ~�
Support: ^^ _ _ I Proactive Maintenance Service Declined (926 -2979) _ i
Misc: — 1 - High Output Power Supply Redundant, 870W (330 -3475)
Misc: Power Cord (310 -9057) ^ �� v _
___
f -, .,,. QUA 1 } `S YSTEM PRICE a $23,913 33 k GROUP TO $23,913 - 33 '3
Base Unit: rPE R710 with Chassis for Up to 4, 3.5 -Inch Hard Drives (224 -8463)
Processor: ! PowerEdge R710 Shipping (330 -4124)
Memory: 56GB Memory (12x8GB ), 1333MHz 2R LVRDIMMs at Std Volt for 2P, Optimized (317-7290)
Monitor: - (Embedded Broadcom, GB Ethernet NICS with TOE (430 -1764)
Monitor: 1 Embedded Broadcom, GB Ethernet NICS with TOE and (SCSI Offload Enabled (430 -2970)
Video Card: lintel Xeon E5645 2.40GHz, 12M Cache, 5.86 GTIs QPI, 6C (317 -6154) 1
Video Memory: 1 PowerEdge R710 Heat Sinks for 2 Processors (317 -1213)
Video Memory: Intel Xeon E5645 2.40GHz, 12M Cache, 5.86 GTIs QPI, 6C (317 -6163)
Hard Drive: (HD Multi - Select (341-4158) �..
Hard Drive Controller: 'Embedded SATA (341 -3933)
Floppy Disk Drive: 1 Performance BIOS Setting (330 -3492)
Floppy Disk Driver 1 Power Cord, C13 to C14, PDU Style, 12 Amps, 2 meter, Qty 1 (330 -3151)
Floppy Disk Drive: _ [Power Cord, C13 to C14, PDU Style, 12Amps, 2 meter, Qty 1 (330 -3151) ---- -1
Operating System: 1 No OS, No Utility Partition (341 - 8732) !
Mouse: 1 Internal SD Module with 1GB SDCard (341 -8738)
Mouse: _TVMware ESXI v5.0,Enterprise,2CPU,5Y License (421 -6827)
Mouse: - 1 - VMware ESXI v5.0, Enterprise,2CPU,5Y Subscription (421 -6828)
Mouse: No Hard Drive 341 -9160 �_. __ -- -�_ r
NIC: Intel Gigabit ET NIC,Quad Port, Copper, PCIe -4 (430 -0657) }
Modem: �_— 1 1DRAC6 Enterprise (467- 8648) 1
CD -ROM or DVD-ROM Drive: 1 DVD ROM, SATA, INTERNAL (313 - 9092) _ 1
Sound Card: I Bezel (313-7517) _ _ M
Speakers: ���� �— [Riser with 2 PCIe x8 + 2 PCIe x4 Slot (320 -7886)
Documentation Diskette: Electronic System Documentation and OpenManage DVD Kit (330 -3485)
Factory Installed Software: 1 VMware VirtualCenter,5.0 with downgrd to 4.x,3Yr License Key,Not factory installed (421 - 6715) I
Factory Installed Software: , VMware VirtualCenter,5.0 with downgrd to 4.x,3Y Subscription,Not factory installed (421-6716) 1
Feature -- I No RAID, No Controller, No Hard Drives (341 -8696) 1
Feature ReadyRalis Sliding Rails With CableManagement Arm (330-3477)
Service: Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, 4 Year Extended
(988 -4964) _i
Service: 1ProSupport : 7x24 HW 1 SW Tech Support and Assistance , 5 Year (988 -5154)
Service: Thank you choosing Dell ProSupport. For tech support, visit http: /lsupport.dell.com /ProSupport
1
call 1 -800 -9 (989-3439)
Service: Tiiiiision Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, initial Year (993 -
2_200_)__ ___ __ __ _ __�____
Service: � �_ � Hardware Limited Warranty Plus On Site Service Initial Year (993 -8447)
Service: 1 Dell Hardware Limited Warranty Extended Year (993- 8458)
Service: TMISSION CRITICAL PACKAGE: Enhanced Services, 5 Year (993 -8507)
Installation: �On -Site Installation Declined (900 -9997)
Support: Proactive Maintenance ServiceDeclined (926 -2979)
Misc: THigh Output Power Supply Redundant, 870W (330 -3475)
Misc: __ rho Power Cord (310-9057)
_. I Dell Management Plug -in for VMware vCenter v1.0.1 Server Ltd Subscription (421 -5128) �
City of Pueblo, Colorado
LEASE PURCHASE SCHEDULE NO. 810 - 6587892 -001
Exhibit B
Payment Due Date Rent Interest Principal Purchase
Number Price
136,549.31
1 05/01/2012 64,973.00 0.00 64,973.00 71,576.31
2 01/01/2013 72,463.99 887.68 71,576.31 0.00
Grand Totals 137,436.99 887.68 136,549.31
(Notwithstanding the column headings "Interest" and "Principal" above, this
transaction is a lease purchase agreement and not a loan or debt transaction
AMENDMENT NO. 1 DATED APRIL 9, 2012
TO THE MASTER LEASE AGREEMENT DATED APRIL 9, 2012
BETWEEN CITY OF PUEBLO, COLORADO
AND DELL FINANCIAL SERVICES L.L.C.
This Amendment is made part of and modifies the Master Lease Agreement and
any subsequent amendments thereto (hereinafter referred to as the "Agreement ")
between City of Pueblo, Colorado ( "Lessee ") and Dell Financial Services L.L.C.
( "Lessor "). Terms not defined otherwise herein shall have the meaning ascribed to them
in the Agreement. To the extent of any conflict or inconsistency between this
Amendment and the terms and conditions of the Agreement, this Amendment will
prevail.
The Agreement is hereby modified as follows:
1. Section 2, "Acceptance Date; Schedule ".
In the first sentence of subsection (a), delete "upon" and insert "ten (10) days
after ".
2. Section 5, "Appropriation of Funds ".
In the first sentence of subsection (b) delete "at least sixty (60) days" and replace
with "at least fifteen (15) days ".
Add as a new second sentence the following: "Termination pursuant to this
provision shall not constitute a default of the Schedule or this Lease.
3. Section 16, "Indemnification ".
At the end of the paragraph, add the following: "The Parties hereto understand
and agree that liability for claims and injuries to persons or property arising out of
the negligence of either Party, their employees, agents or representatives is
controlled and limited by the provisions of the Colorado Governmental Immunity
Act, C.R.S. §§ 24 -10 -101 through 24 -10 -120, as amended ( "Act "). Any provision
of this Lease, whether or not incorporated by reference, shall be controlled,
limited and otherwise modified so as to limit any liability of the Lessee to the
above cited Act. It is specifically understood and agreed that nothing contained
in this paragraph or elsewhere in this Lease shall be construed as an express or
implied waiver by Leasee of its governmental immunity or as an express or
implied acceptance by Leasee of liabilities arising as a result of actions which lie
in tort or could lie in tort in excess of the liabilities allowable under the Act.
Nothing in this Agreement is intended, nor should it be construed, to create any
rights, claims, or benefits or assume any liability for or on behalf of any third
party, or to waive any immunities or limitations conferred under federal or state
law, including but not limited to the Colorado Governmental Immunity Act, § 24-
10 -101 et seq., C.R.S."
Amendment .bg.022712
Except as amended hereby, the Agreement is restated and shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by each
party as of the day and year first above written.
LESSOR: LESSEE:
DELL FIN IAL SERVI S L.L.C. CITY OF - EBLO 0 • RADO
By B : I , /JjLl t
Werill 'M` i " ` . ! au man
Title: Title: President of City Council
2
Amendment .bg.022712
SECRETARY /CLERK CERTIFICATE
I, _ Gina Dutcher , do hereby certify that:
( I am the duly eleetcd, qualified, and - -satin City Clerk (Clerk,
Secretary, etc.) of City of Pueblo, Colorado, a ublic entity (the "Public Entity ").
a Municip — T Corporation
(ii) Each of the persons whose name, title and signature appear below is a duly authorized
representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite
his /her name and the signature appearing opposite each such person's name is his /her genuine signature:
NAME OF AUTHORIZED TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED
SIGNATORY SIGNATORY SIGNATORY
(cannot be Clerk /Secretary
authenticating this certificate)
Chris K. Kaufman President of the City C %uncil 1 IFI
(iii) Each such representative is duly authorized for and on behalf of the Public Entity to
execute and deliver that certain Master Lease Agreement No. 6587892 (the
"Agreement ") and any related Lease Schedules from time to time thereunder (the "Schedules ") between the
Public Entity and Dell Financial Services L.L.C., or its assignee (collectively, "Lessor "), and all agreements,
documents, and instruments in connection therewith, including without limitation, schedules, riders and
certificates of acceptance.
(iv) The execution and delivery of any such Agreement and /or Schedule and all
agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not
prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which it is
organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or
any of its property is bound.
(v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called Regular
(regular 11)XXIDROCiNg meeting of the governing body of the Public Entity attended throughout by the requisite
majority of the members thereof held on Apr; 1 9, 2012, by motion duly made, seconded and carried, in
accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement,
the related Schedule(s) and all agreements, documents, and instruments in connection therewith on its behalf
by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving
the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection
therewith and authorizing the execution thereof has not been altered or rescinded by the Public Entity.
(vi) No event or condition that constitutes, or with the giving of notice or the lapse of time
or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date
hereof.
(vii) All insurance required in accordance with the Agreement is currently maintained by the
Public Entity.
(viii) The Public Entity has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the Rent payments scheduled to come due
during the first Fiscal Period and to meet its other obligations for the first Fiscal Period (as such terms are
defined in the Agreement) and such funds have not been expended for other purposes.
(ix) The Fiscal Period of the Public Entity is from January 1st to
December 31st _
DFS Public Secretary -Clerk Certificate. 012208
(x) The foregoing authority and information shall remain true and in full force and effect,
and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation
of same, in whole or in part, has been delivered to Lessor, but in any event, shall be effective with respect to
any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to
Lessor of said written notice of said modification, rescission or revocation.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of April 20 12
Name: Gina Dutcher
Title: City Clerk
(Clerk or Secretary)
Subscribed to and sworn before me this day of Apr, 1 , 20) 2--
c p,S.
.rs Public
My. r dlhlCx9rt s; 7 2 045
CO-
DFS Public Secretary-Clerk Certificate.012208
BILLING AND LEASE SCHEDULE INFORMATION
j Financial Ser .1CCS (THIS FORM MUST BE COMPLETED BY THE INDIVIDUAL SIGNING THE
DOCUMENTS AND A MEMBER OF YOUR ACCOUNTS PAYABLE TEAM)
1. INVOICING /BILLING:
Will your accounts payable be for:
I X 1 Central Location 1 for each Dept, Campus, Agency (need address for each)
Customer's accounts payable address for invoices
Company Name: City of Pueblo, Colorado
(as filed with your Secretary of State)
Address: P.O. Box 1427
City, State, Zip: Pueblo, CO 81002
County: Pueblo
Attention:
Telephone Number: (719) 553 -2625
Fax: Number: (719) 553 -2617
E -Mail Address:
Is a Purchase Order # required on the invoice ? Yes No
TAX: Where required, Sales /Use Tax will be assessed and invoiced.
Does the Customer hold a valid exemption or direct pay certificate? Yes No
If yes, please ATTACH a copy of the certificate for each state to this document.
(NOTE: A certificate must be provided for each stale in which leased Products are located.)
UCC Information Required:
Federal Tax ID #: 84- 6000615 Type Of Organization: Municipal
State Of Organization: State ID #:
How will your Purchase Orders be placed? Will one Purchase Order cover:
1 Order Release r ` Multiple Order Releases Blanket Purchase Order
1 Ship to Address Multiple Ship To Locations
1 Group Only ri Multiple Groups (Depts, Campuses, Agencies)
BILLING AND LEASE SCHEDULE INFORMATION
DOLL Financial Services (THIS FORM MUST BE COMPLETED BY THE INDIVIDUAL SIGNING THE
DOCUMENTS AND A MEMBER OF YOUR ACCOUNTS PAYABLE TEAM)
1 . INVOICING /BILLING:
Will your accounts payable be for:
V
1 Central Location r 1 for each Dept, Campus, Agency (need address for each)
Customer's accounts payable address for invoices
Company Name: City of Pueblo, Colorado
(as filed with your Secretary of State)
Address: P.O. Box 1427
City, State, Zip: Pueblo, CO 81002
County: Pueblo
Attention:
Telephone Number: (719) 553 -2625
Fax: Number: (719) 553 -2617
E -Mail Address:
Is a Purchase Order # required on the invoice? Yes No
TAX: Where required, Sales /Use Tax will be assessed and invoiced.
Does the Customer hold a valid exemption or direct pay certificate? Yes No
If yes, please ATTACH a copy of the certificate for each state to this document.
(NOTE: A certificate must be provided for each state in which leased Products are located.)
UCC Information Required:
Federal Tax ID #: 84- 6000615 Type Of Organization: Municipal
State Of Organization: State ID #:
How will your Purchase Orders be placed? Will one Purchase Order cover:
1 Order Release fa Multiple Order Releases Blanket Purchase Order
1 Ship to Address I� Multiple Ship To Locations
1 Group Only Multiple Groups (Depts, Campuses, Agencies)
Entire Lease Term Specific Periods - Explain
Please Describe your Requirements?
Will Shipping be: r Financed r Billed Separately p No charge by Dell
Can you have: r More than one PO# /Invoice Only 1 PO# /Invoice
Can your PO be: r Split between 2 or more invoices p Must be fulfilled in 1 Invoice
Will you lease: r Dell Equipment only Other Vendor(s) Equipment
Please Describe your Organizational Structure:
Commercial Public /Municipal Other - Explain
• 1 Group Only Multiple Groups (Depts, Campuses, Agencies)
• 1 Accounts Payable r Multiple Accounts Payable (1 per Dept, Campus, Agency)
• Lease Schedules will be reviewed by one person r Requires multiple step approval process
Commencement is:
• 1st of following month A` Acceptance Other - Explain
Interim Rent is:
Charged r Not charged G Other - Explain Not applicable
Property Tax is:
✓ Rebilled Annually Other - Explain Not applicable
Fiscal Year is from to
Notations:
11. PREPARING CUSTOMER'S A/P SYSTEM TO REMIT PAYMENTS TO DFS:
Below is information commonly requested by customers in order to assist them in setting up their accounts
payable system to pay DFS:
Payee Name and Address:
DFS Acceptance
P.O. Box 99355
Chicago, IL 60693
DFS's Federal Tax ID # is: 74- 2825828
What information will you require in order to set up payments to DFS as a recurring payable?
N/A
111. PAYMENT METHODS to DFS
VIA CHECK
Mail To: DFS Acceptance
P.O. Box 99355
Chicago, IL 60693
VIA WIRE TRANSFER
Please reference all information listed below to ensure proper credit each time a wire transfer is
made:
Payable to: Dell Financial Services L.L.C.
ABA #: 0710 - 0003 -9
Account #: 81882 -04944
Contract#:
Schedule #: N/A
DFS Invoice #:
VIA ACH
Payable to: Dell Financial Services L.L.C.
ABA* 1211- 0825 -0
Account #: 81882 -04944
Contract#:
Schedule #: N/A
DFS Invoice #:
IV. LEASE SCHEDULES:
Please refer to the Lease Schedule Sample attached.
Name of recipient(s) to receive monthly Lease Schedules to reconcile:
Attention:
Address:
City, State Zip:
Phone & FAX Numbers:
E -mail address:
Name of individual(s) to sign monthly Lease Schedules (this individual should be named as an authorized
signatory on the Secretary/Clerk Certificate):
Attention:
Address:
City, State Zip:
Phone & FAX Numbers:
E -mail address:
V. LEASED ASSET REPORT
Please refer to the attached Lease Asset Report Sample.
Will you require a Leased Asset Report? 67 Yes No
If yes, how frequent? Monthly r Quarterly Annually Other
Attention: Sam Azad
Address: 150 Central Main
City, State Zip: Pueblo, CO 81003
Telephone Number: 719- 553 -2625
Fax Number: 719- 553 -2617
E -mail address: sazad @pueblo.us
Would you prefer to have your Leased Asset Report posted to your Premiere Page? r Yes No
Login:
Address:
PLEASE ADVISE LESSOR AT THE ADDRESS LISTED BELOW OF CHANGES IN THE
INFORMATION PROVIDED ABOVE.
Please return this document along with all other required documents to:
DELL FINANCIAL SERVICES L.L.C.
Public Segment Lease Administration
One Dell Way
RR3 -56
Round Rock, TX 78682
Attn: DFS Contracts & Proposals
Completed By:
Lessee: Lessee Document Signatory Lessee Accounts Payable Representative
By:
Name:
Title:
Date:
Entire Lease Term r Specific Periods - Explain
Please Describe your Requirements?
Will Shipping be: r Financed r Billed Separately r No charge by Dell
Can you have: r More than one PO# /Invoice Only 1 PO# /Invoice
Can your PO be: r Split between 2 or more invoices r Must be fulfilled in 1 Invoice
Will you lease: r Dell Equipment only Other Vendor(s) Equipment
Please Describe your Organizational Structure:
• Commercial Public /Municipal Other - Explain
• 1 Group Only Multiple Groups (Depts, Campuses, Agencies)
• 1 Accounts Payable Multiple Accounts Payable (1 per Dept, Campus, Agency)
• Lease Schedules will be reviewed by one person Requires multiple step approval process
Commencement is:
• 1st of following month Acceptance Other - Explain
Interim Rent Is:
✓ Charged r Not charged Other - Explain
Property Tax is:
• Rebilled Annually Other - Explain
Fiscal Year is from to
Notations:
11. PREPARING CUSTOMER'S NP SYSTEM TO REMIT PAYMENTS TO DFS:
Below is information commonly requested by customers in order to assist them in setting up their accounts
payable system to pay DFS:
Payee Name and Address:
DFS Acceptance
P.O. Box 99355