Computer Equipment Leasing by gzy18727

VIEWS: 66 PAGES: 18

									                                      BOARD OF COUNTY COMMISSIONERS
                                                                                        DATE    October18, 005
                                                                                        AGENDA ITEM N O . 4 6

Consent Agenda          0                Regular Agenda                                 Public Hearing 0

County Administrator’s Signature:
                                         -%J-gL,
Subiect:
Approval of Final Negotiated Contract - Computer Equipment Leasing
Contract No. 045-255-P (TS)

Department:                                                    Staff Member Responsible:
Information Technology/ Information Systems/Purchasing         Paul Alexander/ James Garoutsod Joe Lauro

Recommended Action:
I RECOMMEND THE BOARD OF COUNTY COMMISSIONERS (BOARD) APPROVE THE FINAL NEGOTIATED
CONTRACT FOR COMPUTER EQUIPMENT LEASING WITH DELL MARKETING L.P. (DELL), ROUND ROCK,
TEXAS.

IT IS FURTHER RECOMMENDED THAT, AFTER PROPER EXECUTION OF THE AGREEMENT BY THE
CHAIRMAN, THE CLERK BE AUTHORIZED TO ATTEST.

IT IS ALSO RECOMMENDED THAT THE BOARD AUTHORIZE THE DIRECTOR OF PURCHASING TO SIGN
ALL LEASE SCHEDULES AS REQUIRED DURING THE TERM OF THIS CONTRACT.

Summary ExplanationlBackground:

On July 26, 2005, the Board approved the ranking of firms for computer equipment leasing. Equipment to be
leased includes, but is not limited to, desktops, CADD workstations and laptops.

Negotiations centered on finalizing deliverables which included:

Fair Market Value Lease- This program is also referred to as an operating lease. It is one of the most effective for
managing technology transitions and reducing total cost of ownership. The Lessee (County) can return the
equipment to the Lessor (Dell), or renew the lease on a month-to-month basis, or purchase the equipment at ten
(10%) percent of the original cost.

A Master Lease Agreement- This allows orders to be placed and equipment scheduled for lease in variable
increments to accommodate a balanced monthly roll out. Lease terms are for thirty-six (36) months, first payment
deferred thirty (30) days with no advance payment, security deposit or floating costs required.

Fixed price on all items in Dell’s proposal and all delivery costs are also included.

Based upon Dell’s proposed price schedule, there is a potential for approximately $700,000 in savings over the
three-year term of this contract compared to current vendor pricing. The savings are attributed to the price of the
computers and installation/de-installationcosts. The computers will be shipped directly from Dell with the County’s
image already loaded onto the computer.



 Revised 07-18-03                                                                                          Page 1 o 2
                                                                                                                   f
    The ordering of computers may be performed as individual schedules or by issuance of a purchase order as per the
!   Master Lease Agreement. During the initiation phase of this contract, computers will be ordered via schedule.
    Staff will evaluate the process and determine which method better fits our business process.

    Each schedule requires a separate signed agreement. In an effort to expedite the ordering process and maintain
    consistency as per the method used on the current contract, the Board is requested to acknowledge the signature
    of the Purchasing Director for all orders placed by schedule.

    The Contract period will be for thirty-six (36) months with a yearly adjustment, increase or decrease in the lease
    rate factor based on the August 1, 2005 three (3)-year Treasury Bill rate, not to exceed 550 basis points over the
    current rate (.030525). The price of computers, installation and lease return shall remain fixed for the thirty-six (36)
    months. The contract may be renewed subject to written notice of agreement from the County and Dell, for an
    additional thirty-six (36) month period beyond the primary contract period. This option shall be exercised only if all
    prices excluding lease rate factor (increase or decrease), terms and conditions remain the same and approval is
    granted by the County Administrator.

                      Revenue Summary:
    Fiscal ImpactlCostl
    Funding is to be derived from using departments' operating budgets.
    The preliminary estimate is $3,000,000.00, for thirty-six (36) months, depending on the number of additional
    Agencies joining the Computer Lease Program.



    ExhibitslAttachments Attached :
    1) Contract Review
    2) Master Lease Agreement
    3) Vendor's Revised Proposal
    4) Board Order and Agenda Form Dated July 26,2005, Ranking of Firms




     Revised 07-18-03                                                                                           Page 2 of 2
  Upon completion of review, please complete the Contract Review Transmittal Slip below and forward to the next Review Authority on the list. Please
  indicate suggested changes by revising, in RED, the appropriate section of the document reflecting the exact wording of the change.

  RISK MANAGEMENT Please enter required liability coverage on pages:              Nla

  This is an ann   illsemi-annual requirement contra

   REVIEW              REVlE W AU THORITY                  REVIEW          REVIEW               COMMENTS (Attach Separate           COMMENTS
   SEQUENCE                                                 DATE         SIGNATURE                 page if necessary)           INCORPORATED


        1.         Purchasing Dept,
                   (Originator)

                   BCCIS.
        2.
                   Attn: James Garoutsos
                   -
                   IT.
                   Attn: Paul Alexander


                   Risk Management.
                   Attn: Loretta Hunter
                                                                              [         I   I
                                                                                                                            I I HIGH RISK
        3.                                                                                                                  I   1

                   (Please check applicable box at
                   right)
                                                                         Wl                                                         WRAP INS
                                                                                                                                    PROJECT

        4.


                   Asst. Countv Administrator
        5.
                   Attn: Mark Woodard
                   Asst. Countv Administrator
        6.
                   Attn: N/A

                   -
                   1
        7.         Attn: Dennis Long
 RETURN TO I       I RCH AS1 N G




In order to meet the following schedule, please return your requirements to Purchasing by Sept. 30,2005

                                                                       APPROXIMATE

Legal Ad-BIDIRFP Mail Out March 18. 2005          Friday                          BlDlRFP Opening                TuesdaylThursd

                           Board A    p   p   r    o   v   a   l   Tuesday
                                                                                                                                      ..
Dell Marketing, L.P.                                     Municipal Master Agreement: 2194285
One Dell Way, Building 8, Box 8747
Round Rock, TX 78682

Lessee Legal Name: Pinellas County, Florida
Dear Customer:'This Municipal Master Lease ("Master Lease") is written in simple and easy to read language.
Please read this Master Lease thoroughly and feel free to ask us any questions you may have about it.The
words YOU and YOUR refer to the Lessee. The words WE, US, and OUR refer to the Lessor, Dell Marketing,
L.P.

MASTER AGREEMENT. The terms of this Agreement are master terms which may be incorporated into, and
constitute a part of, one or more Schedules between us and you. Each Schedule will constitute a separate,
assignable Lease Agreement which incorporates the terms of this Master Lease. When the term "Lease" is
used in this Master Lease, it will mean each Schedule individually, together with the terms of this Master
Lease. This Master Lease and each Schedule is a complete and exclusive statement of our Agreement
concerning the Schedule.
IMPORTANT: FOR THE SAKE OF CLARITY, PLEASE DISTINGUISH BETWEEN THE TERMS AND
CONDITIONS APPLICABLE TO THE LEASING TRANSACTION (AS STATED IN THIS MASTER LEASE
AND EACH SCHEDULE) AND THE TERMS AND CONDITIONS THAT GRANT WARRANTY RIGHTS IN
CONNECTION WITH THE MANUFACTURE AND SALE OF THE EQUIPMENT (AS STATED IN DELL'S
SERVICE AGREEMENT). THE LEASING RIGHTS AND OBLIGATIONS PROVIDED IN THIS MASTER
LEASE AND EACH SCHEDULE ARE NOT AFFECTED BY THE ORAL STATEMENTS OR
REPRESENTATIONS OF THE MANUFACTURER'S SALES FORCE.

TERMS/CONDITIONS:
1. LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the
   Equipment ("Equipment") listed on any Schedule entered into by both of us. You promise to pay us the
   Lease payments shown on any Schedule according to the terms of the Schedule.
2.   GENERAL TERMS; EFFECTIVENESS: You agree to all the terms and conditions of this Master Lease
     and each Schedule. The Equipment will not be used for personal, family or household purposes. If the
     cost or taxes vary from the estimate, you agree that we may adjust the Lease payment and/or (Purchase)
     Option Price accordingly upward or downward up to twenty percent (20%). You acknowledge receipt of a
     copy of this Master Lease and each Schedule and acknowledge that you have selected the Equipment
     covered by each Schedule. This Master Lease will be effective as of the Effective Date set forth below.
     INDIVIDUAL SCHEDULE(S) WILL COMMENCE ON THE EARLIER OF THE DATE SPECIFIED ON
     EACH SCHEDULE OR THE DATE YOU ACCEPT THE EQUIPMENT. UNLESS YOU NOTIFY US OF
     YOUR REJECTION OF THE EQUIPMENT BEFORE SUCH TIME, THE EQUIPMENT SHALL BE
     DEEMED ACCEPTED BY YOU SEVEN (7) BUSINESS DAYS AFTER THE DATE OF SHIPMENT,
     SUBJECT TO ANY RIGHT OF RETURN PROVIDED BY THE MANUFACTURER. You appoint us as
     your attorney-in-fact for the sole purpose of executing, delivering and recording financing statements on
     your behalf to show our interest in the Equipment. You agree that we are authorized without notice to
     you, to supply missing information or correct obvious errors in this Master Lease and any Schedule. Any
     security deposit you have given us may be used by us to cover any costs or losses we may suffer due to
     your default of any Lease. The security deposit is refundable upon expiration of the Lease, provided all
     Lease terms and conditions have been performed.
                                                                                                            '
3.   LATE CHARGES; OTHER CHARGES: If any payment is not made when due, you agree to pay a late
     charge at the rate of ten percent (10%) of such late payment and each month thereafter, a finance charge
     of one and one-half percent (1 5%)on any unpaid delinquent balance. You also agree to pay a
     documentation fee of $0.
4. RENEWAL: Unless the Schedule has a $1 .OO purchase option, after the original term of a Schedule
   expires, the Schedule will automatically renew for successive one (1) month terms unless you send us
   written notice that you do not want it to renew at least sixty (60) days before the end of any term.

Lessee: please initial her          to certify that you have received and read this page.
Revision: 3/2/04                                     Page 1 of 5                            Reference: 11108302
5.   EQUIPMENT OWNERSHIP: Title to the leased Equipment shall not pass to you unless and until you
     exercise a purchase option and make the required purchase payment. You agree to keep the Equipment
     free from liens and encumbrances.

6. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU "AS IS",                      WITH NO WARRANTIES,
   EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
   PARTICULAR PURPOSE. We assign to you for the term of this Master Lease and each Schedule any
   transferable manufacturer or supplier warranties. Neither us, nor any of our assignees, are liable to you for
   any breach of those warranties; such warranties being the sole covenant and obligation of the Equipment
   manufacturer or supplier. You agree that upon your acceptance of the Equipment, you will have no set-offs
   or counter-claimsagainst us.
     For the sake of clarity, please distinguish between the general obligations of the manufacturer in connection
     with the sale and performance of the Equipment, and the limited obligations of us, as lessor, as stated in
     this Master Lease and each Schedule. Claims connected to the Equipment's performance must be
     addressed by you directly with the Equipment manufacturer or supplier, separate and apart from the leasing
     relationship, and you may not withhold lease payments during the pendencyof such claims.
7. MAINTENANCE; USE; INSTALLATION:You are responsiblefor installation and maintenanceof, and for
     any damage to, the Equipment. You must maintain and use the Equipment in compliance with all.laws and
     regulations. If the Equipment malfunctions, is damaged, lost or stolen, you agree to continue to make all
     payments due under this Master Lease and each Schedule.
8. EQUIPMENT LOCATION: You will keep the Equipment only at the address shown on the Schedule and
   you will not move it from that address unless you get our prior written consent.
9. INSURANCE: Until a Schedule is paid in full and the Equipment has been returned to us, you certify that
     you are self-insured or you will: (a) keep the Equipment insured for its full replacement value against all
     types of loss, including theft, and name us or our assignees as loss payee; and, (b) provide and maintain
     an acceptable general public liability insurance policy. If you do not provide us with acceptable evidence of
     insurance, we may, but will have no obligation to, obtain insurance for you and add a charge to your
     monthly payment which will include the premium cost and related costs.
10. RISK OF LOSS: You shall bear the entire risk of loss with respect to any Equipment damage, destruction,
    loss or theft. No event of loss shall relieve you of your obligation to make rental payments under this Lease.
    If any item of Equipment is damaged you shall promptly notify us and, at your expense, within thirty (30)
     days of such damage, cause all necessary repairs to be made to return the Equipment to its previous
     condition. In the event of the condemnation, taking, loss, destruction, theft or damage beyond repair of
     such Equipment, you shall promptly notify us and on the next rental payment date pay to us an amount
     equal to the sum of (a) all past due rents and other past due amounts, (b) the present value of the sum of
     all remaining unpaid rental payments due or to come due under the Lease during the term, discounted at
     the interest rate implicit in the Lease, less one (1%) percent, plus (c) the amount of our booked Lease end
     residual value. Upon our receipt of such payment in full, we shall transfer title to the affected Equipment to
     you, AS IS, WHERE I ,   S WITHOUT ANY WARRANTY OF ANY KIND, free and clear of all liens, claims and
     encumbrances.
11. LIABILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD
    PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You agree to reimburse us for, and to defend us
    against, any claims for losses or injuries caused by the Equipment and any costs or attorney fees relative to
    those claims.




Lessee: please initial here          to certify that you have receiveL and read this page.
Revision: 3/2/04                                      Page 2 of 5                             Reference: 11108302
    12. TAXES; PERSONAL PROPERTY TAX FEES: You agree to pay us all personal property taxes assessed
        against the Equipment and a related administration fee or at our sole election we may opt to charge you a
        liquidated periodic personal property tax fee. In addition we may charge you a one time personal property
        tax fee prior to lease termination to offset any potential assessed or pending personal property tax
        exposure. You agree to reimburse us for applicable sales and/or use tax and all other taxes, fees, fines
        and penalties which may be imposed, levied or assessed by any federal, state or local government or
        agency which relate to this Master Lease and each Schedule, the Equipment or its use. Fines and
        penalties will be limited to any incurred as a result of your failure to act in accordance with federal, state and
        local tax laws and codes and/or the terms of this Lease. You agree to reimburse us for reasonable costs
        incurred in collecting or paying any taxes, assessments, charges, penalties or fees.

    13. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT
        OR THIS MASTER LEASE OR ANY SCHEDULE. We may sell, assign or transfer all or any part of this
        Master Lease, any Schedule and/or the Equipment. The new owner will have the same rights that we have,
        but you agree you will not assert against the new owner any claims, defenses or set-offs that you may have
        against us or any supplier. You agree that any assignment will not materially affect your rights and benefits
        under this Master Agreement or any Schedule.
    14. DEFAULT; DAMAGES: If you (a) fail to make any Lease payment when due or (b) become insolvent or
        commence bankruptcy or receivership proceedings or have such proceedings commenced against you, or
        (c) terminate your existence by merger, consolidation, sale of substantially all your assets, or (d) default
        under any other agreement you have with us or our affiliates, or (e) otherwise breach any provision of this
        Master Lease or any Schedule, we may accelerate the remaining balance due on this Master Lease and
        any Schedule and demand the immediate return of the Equipmentto us. If you do not return the Equipment
        to us within ten (10) days of our notice of your default, you will also pay a liquidated Equipment charge
        equal to the anticipated Lease-end residual value of the Equipment. We may also use any remedies
        available to us under the Uniform Commercial Code or any other applicable law. You agree to pay our
        attorney's fees at twenty-five percent (25%) of the amount you owe, plus all actual costs, including all costs
        of any Equipment repossession. You waive any notice of our repossession or disposition of the
        Equipment. By repossessing any Equipment, we do not waive our right to collect the balance due on any
        Lease. We will not be responsible to you for any consequential or incidental damages. Our delay or failure
        to enforce our rights under this Master Lease and each Schedule will not prevent us from doing so at a later
        time.

    15. CHOICE OF LAW; JURISDICTION; VENUE; NON-JURY TRIAL: You and any guarantor agree that this
        Agreement and each Schedule will be deemed fully executed and performed in the State of Texas and will
        be governed by Texas law; however, in the event that we sell or assign this lease to another party, you
        agree the lease will be construed in accordance with the laws of the state in which such third party
        maintains its principal place of business. YOU AND ANY GUARANTOR ALSO EXPRESSLY AGREE TO:
        (a) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE BY WHOSE LAWS THIS LEASE
        IS TO BE CONSTRUED, (b) ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN SUCH STATE,
        AND (c) WAIVE ANY RIGHT TO A TRIAL BY JURY. Any charge in the Agreement and each Schedule
        charge which exceeds the amount allowed by law shall be reduced to the maximum allowed.

.                                                                          S
    16. FINANCE LEASE; AMENDMENTS: THIS MASTER AGREEMENT AND EACH SCHEDULE I A "FINANCE
       AGREEMENT" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN (YJCC").
       THIS MASTER AGREEMENT AND EACH SCHEDULE MAY NOT BE AMENDED EXCEPT BY A WRITING
       WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE
       UNDER UCC 2A-508 THROUGH 2A-522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS MASTEP
       AGREEMENT AND EACH SCHEDULE; (b) REJECT TENDER OF THE EQUIPMENT; (c) REVOKk
       ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY;
       AND (e) MAKE DEDUCTIONS OR SET-OFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER
       THIS MASTER AGREEMENT AND EACH SCHEDULE. IF ANY PART OF THIS MASTER AGREEMENT
                            S
       AND EACH SCHEDULE I INCONSISTENT WITH UCC 2A, THE TERMS OF THIS MASTER
       AGREEMENT AND EACH SCHEDULE WILL GOVERN.


    Lessee: please initial here          to certifythat you have received and read this page.
    Revision: 3/2/04                                     Page 3 of 5                                Reference: 11108302
17. EQUIPMENT RETURN: If you do not exercise the Lease End Purchase Option at the end of any Schedule
    term, as extended or renewed ("Termination Date"), you will immediately crate, insure and ship the
    Equipment, in good working condition, to us by means we designate, with all expenses to be prepaid by
    you. If you fail to return the Equipment to us as agreed, you shall pay to us the regular Lease payments
    each month from the Termination Date until the Equipment is returned. You will be responsible for any
    damage tcxthe Equipment during shipping.
18. PURCHASE OPTION: If you are not in default, you may at any time with sixty (60) days prior written notice
    purchase all (but not less than all) the Equipment for a price equal to the sum of all remaining payments to
    come due during the term (if any) plus the Lease End Purchase Option price indicated on Schedule A plus
    any applicable sales taxes and fees. You must give us sixty (60) days advance written notice of your intent
    to exercise this option unless the purchase is being made at the end of the term and the purchase option is
    $1.oo.
19. REPRESENTATIONS & WARRANTIES: You represent and warrant to us that: (a) you are a duly
    organized public body corporate and politic with full power and authority to enter into and perform your
    obligations under this Master Lease and each Schedule; and that this obligation issued on your behalf is
    within the meaning of Section 103 of the Internal Revenue Code of 1986 (the "Code"); (b) all necessary
    actions of your governing body have been taken and all necessary procedures have been complied with to
    give full effect to the execution, delivery and performance of this Master Lease an9 each Schedule; (c) this
    Master Lease and each Schedule is valid, binding and enforceable according to its terms; (d) you have, in
    accordance with all applicable laws, budgeted and appropriated sufficient funds to make all lease payments
    and meet all of your other obligations for the current fiscal year and such funds have not been expended for
    other purpose; (e) you will do all things lawfully within your power to obtain and maintain funds for payment
    of the lease payments (including providing for such payments in each budget or appropriation request
    submitted and adopted), to have such portions of budgets or appropriation requests approved, and to
    exhaust all available reviews and appeals in the event such portion of any budget or appropriation request
    is not approved; (f) you have complied with all public bidding requirements applicable to this Master Lease
    and each Schedule and the acquisition of the Equipment; (9) you have provided financial information and
    other statements to us which are accurate and correc;t; (h) upon our request, you will annually provide
    current financial statements, budgets, proofs of appropriation and other financial information relating to
    your ability to continue this Master Lease and each Schedule; (i) the Equipment will be used only by you
    and only to perform essential governmental or proprietary functions consistent with the permissible scope
    of your authority; (j) you agree that you will timely file a Form 8038-GC (or, as necessary, Form 8038-G), or
    any revised or renumbered form with the Internal Revenue Service in accordance with Section 149(e) of
    the Code and the Regulations thereunder, and you agree to appoint us as your Agent for the purpose of
    maintaining a book entry system as required by Section 149(a) of the Code. The person executing this
    Master Lease and each Schedule warrants that he or she possess the requisite and necessary authority
    and authorization to execute same on your behalf.

20. NON-APPROPRIATION: If you (a) are not allotted funds for the next fiscal year to continue leasing the
    Equipment; (b) have no funds for the purchase, lease or rental of equipment performing similar functions to
    those performed by the Equipment; and (c) have no funds from any other sources (collectively, a
    "Non-appropriation"), then you may terminate this Master Lease and each Schedule at the end of the
    then-current fiscal year, and you will not, in the sole event of Non-appropriation, be obligated to mgke
    payments beyond the end of the then-current fiscal year, except that you will be obligated, to return the
    Equipment to us at your sole expense. In the event of Non-appropriation, you will furnish to us upon request
    an opinion of your counsel which explains the basis of the Non-appropriation, together with appropriate
    documentation evidencing the Non-appropriation. If, within one (1 ) year after termination for
    Non-appropriation,you appropriate funds to purchase, lease or rent equipment performing functions similar
    to those performed by the Equipment, then it will be conclusively deemed that monies have been
    appropriated for the continuance of the Lease and, at our sole option, this Master Lease and each Schedule
    may be automatically reinstated.




Lessee: please initial here        to certify that you have received and read this page.
Revision: 3/2/04                                  Page 4 of 5                               Reference: 11108302
21. NON-SUBSTITUTION. To the extent permitted by law, you agree that if this Master Lease and each
    Schedule is terminated for Non-appropriation, you will not 'purchase, lease or rent equipment performing
    functions similar to those performed by the Equipment for a period of one (1) year after termination date.
    This Section shall remain in full force and effect notwithstanding any termination of this Master Lease and
    each Schedule.
              .!
22. SAVINGS. If any provision of this Master Lease and each Schedule is unenforceable, invalid or illegal, the
    remaining provisions will continue to be effective. You will not be required to pay and we will not be
    permitted to collect any amount in excess of the maximum amount of interest permitted by law ("Excess
    Interest"). If any Excess Interest is provided for or determined to have been provided for under this Master
    Lease and each Schedule, then : (A) this subsection shall govern and control; (B) you will not be obligated
    to pay any Excess Interest; (C) any Excess Interest that we may have received hereunder shall be, at our
    option (1) applied as a credit against the outstanding lease payment obligations (not to exceed the
    maximum amount permitted by law), (2) refunded to you, or (3) any combination of the foregoing; (D) any
    interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed under
    applicable law, and this Master Lease and each Schedule shall be deemed to have been, and shall be,
    reformed and modified to reflect such reduction; and (E) you will not have any action against us for any
    damages arising out of the payment or collection of any Excess Interest.
23. PURCHASE ORDERS: You may use purchase orders in lieu of Equipment Schedules provided that such
    purchase order(s) provide that they are issued pursuant to this Master Agreemenf and contain at least all
    of the information that would be contained in an Equipment Schedule executed hereunder. Such
    information includes, but is not limited to, the lease term, quantity, model number, equipment description,
    serial number (if required), monthly lease payment, and any other monetary obligations. Any terms and
    conditions contained in any purchase order to be used in lieu of an Equipment Schedule shall not apply
    and the only terms and conditions which are applicable are those contained in the Master Agreement.
    Moreover, the terms and conditions of this Master Agreement are incorporated into and become a part of
    each purchase order to be used in lieu of an Equipment Schedule.

24. FAX EXECUTION PROVISIONS: At our election, we may accept a fax transmission of this Master
    Agreement and/or Schedule. If we accept a fax transmission, the fax version of this Master Agreement
    and/or Schedule, as received by us, shall constitute the original Master Agreement and/or Schedule and
    shall be binding on you as if it were manually signed. We may treat and rely upon any fax version of this
    Master Agreement and/or Schedule as the original. However, no fax version of the Master Lease
    Agreement and/or Schedule(s) shall become effective and binding against us until manually signed by us in
    our Michigan offices. If you elect to sign and transmit this Master Agreement and/or Schedule by fax, you
    waive notice of our acceptance of this Master Lease Agreement and/or Schedule and waive receipt of the
    accepted Master Agreement and/or Schedule.

(Lessee)                                                  (Lessor)
Pinellas County, Florida                                  Dell Marketing, L.P.




Authorized Signer:                                                         &&/&
                                                          Authorized Signe .
Print Name:                                               Print Name: & &
                                                                       q             & d&4#mev
                                                                                      ,
Title:                                                    Title:
                                                                                                            7-*
Date:                                                     Date:

ATTEST :
KEN BURKE

By :
                        ADDENDUMTO MUNICIPAL                       R
                                                            M ~ E AGREEMENT


       THIS,ADDENDUM is made as of this -day of                             ,2005.

    WHEREAS, Pinellas County, Florida ("You" and "Your") and Dell Marketing, L.P. ("We", "Us" and
"Our") desire to enter into a Municipal Master Agreement No. 2194285 dated                        (the
"Master Lease") and;

   WHEREAS, in order to enter into the Master Lease, the parties mutually agree to make the following
changes to the terms of the Master Lease.

    NOW, THEREFORE, the parties hereby agree as follows:

     .
    1 The sixth and seventh sentences in Paragraph 2 (General Terms; Effectiveness) are deleted in
       their entirety and replaced as follows: "INDIVIUDAL SCHEDULE(S) WILL COMMENCE ON THE
       EARLIER OF THE DATE SPECIFIED ON EACH SCHEDULE OR THE DATE YOU ACCEPT THE
       EQUIPMENT, SUBJECT TO ANY RIGHT OF RETURN BY THE MANUFACTURER."

    2. The eighth and ninth sentences in Paragraph 2 (General Terms; Effectiveness) are deleted in
       their entirety.

   3. The first sentence in Paragraph 3 (Late Charges; Other Charges) is deleted in its entirety and
      replaced as follows: "If any payment is not made when due, you agree to pay interest on the
      unpaid balance as provided in Section 218.74 of the Florida Statutes."

   4. The last sentence in Paragraph 9 (Insurance) is deleted in its entirety.

   5. Paragraph 1 (Liability) is deleted in its entirety.
                 1

   6. The fourth and fifth sentences in Paragraph 14 (Default; Damages) are deleted in their entirety
      and replaced as follows: "You agree to pay our reasonable attorney's fees, plus all actual costs,
      including all costs of any Equipment repossession, not to exceed $25,000.00 per Schedule. You
      waive any notice of our disposition of the Equipment."

   7. The first sentence in Paragraph 15 (Choice of Law; Jurisdiction; Venue; Non-Jury Trial) is deleted
       in its entirety and replaced as follows: "You agree that this Agreement and each Schedule will be
       deemed fully executed and performed in the State of Florida and will be governed by Florida
       law."

   8. The following is inserted in Paragraph 16 (Finance Lease; Amendments): "We authorize you to
      file UCC-1 financing statements to reflect our interest in the Equipment. Such filing is for
      informational purposes only."
                                                                                                          \


   9. The following is deleted in subsection (a) in Paragraph 19 (Representations and Warranties):
      "and that this obligation issued on your behalf is within the meaning of Section 103 of the
      Internal Revenue Code of 1986 (the "Code")"

   10. Subsection (h) in Paragraph 19 (Representations & Warranties) is deleted in its entirety and
       replaced as follows: "upon our request, you will annually provide a copy of your adopted annual
       budget relating to your ability to continue this Master Lease and each Schedule;"
       1 . Subsection (j)in Paragraph 19 (Representations and-Warranties) is deleted in its entirety.
        1

       12. The subsections (b) and (c), and the last sentence in Paragraph 20 (Non-Appropriation) are
           deleted in their entirety.
               ~\

       13. Paragraph 21 (Non-Substitution) is deleted in its entirety.

       14. The following is applicable to any and all Equipment Schedules executed, or to be executed
           under the Master Lease:

          “The initial Lease term for this Equipment Schedule commences on the earlier of the date of this
          Schedule or the date this Equipment is accepted by you.”

       15. All provisions of the Master Lease not amended by this Addendum shall remain in full force and
          effect as set forth in the Master Lease.


 PINELIAS COUNTY, FLORIDA                                    DELL MARKETING, L.P.    A




By:

Name:

Title:

Date:                                                        Date:

ATTEST :
KEN BURKE:




By :
           (Deputy C l e r k )
 Government Leasing and Finance
May 10,2005

Introduction

Dell’s Government Leasing & Finance programs have evidenced a dynamic growth of entities
with highly specific needs and requirements when it comes to the acquisition, maintenance and
disposition of information technology. In recognition of this uniqueness, and as a continuing
refinement of its services and attention to customer satisfaction, Dell has structured a government
leasing and finance group within
its organization. Dell’s Government Leasing and Finance (DGLF) group’s sole objective is to
assist Dell’s governmental customers in the development of alternative solutiojs for acquisitim of
computer equipment.

Through DGLF leasing proarams Pinellas Countv (the County) will be able to:

 reduce or establish realistic useful life cycles in keeping with technological advances
 systematically refresh technology with minimal additional documentation
 effectively manage technology transitions with scheduled end of lease deadlines
 enforce or maintain standard technology platforms, reducing Help Desk headaches
 minimize disposal costs by simply returning the equipment to the Lessor
 establish a single point of contact that is fully integrated with Dell’s ordering process
 enjoy one stop shopping with a DGLF lease on anything Dell offers, including software,
peripherals and extended service plans

Available to the Countv is the following.

Master Lease Program - If you are planning a large-scale acquisition (in excess of $250,000 in
leased equipment over the next 12 months) and/or would like to upgrade your PC-related
equipment continually, with minimal additional paperwork, the Master Lease Program is the most
efficient choice.

This Master Lease Program offers a Fair Market Value End of Lease Purchase
Option -
This option is often referred to as a “true lease” or an “operating lease”. It is one of the most
effective lease products for managing technology transitions and reducing Total Cost of
Ownership (TCO). Title to the equipment remains with the Lessor throughout the term of the
lease. The Lessee is provided with three options at the end of the lease term: 1) the Lessee can
return the equipment to Lessor; 2) renew the lease on a month-to-month or fixed term basis; or 3)     .,
the Lessee can purchase the equipment for its then fair market value.




                                               -1-
    GovernmentLeasing and Finance


    Lease Proposal for Pinellas Countv (36 MonthlFMV Lease):

    J   A Master Lease Agreement, whereby orders may be placed and equipment scheduled for lease in
        variable increments to accommodate a complex and continuous roll out
    J   Lease terms proposed are 36 months
    J   Monthly payments with first payment deferred 30 days, no advance Davment, securitv deposit,
        interim rate or floatina costs reauired.
    J   Fair Market Value (FMV)*

    Fair Market Value Lease
I   Equipment I Equipment        I Quantity I     Total    I    Lease    Personal       Combined        Monthly
I    Quote      IDescription     I          I   Financed   I     Rate    Property        ,Rate           Lease
                                                                Factor
    224150406       Optiplex  1                 $537.50        .030525
    Upgrades        USB Smart 1                 $22.71         .030525


                                                                         .001497        .03202         $3.34
                    Memory

                                                                         .001497        .03202         $6.21
                I Memory
                I 3.5GB                     I$537.35       I   .030525   .001497        .03202         $17.21

                                                                         .001497        .03202         $5.06
                                                                         ,001497        .03202         $6.97
                                                                         .001497        .03202         $14.78
                                                                         .001497        .03202         $8.00
                                                                         ,001497        .03202         $10.28
                                                                         .001497        .03202         $12.10
                                                                         .001497        .03202         $0.55
                I SoundBar 1                               I                        I              I

                I A215           I1         I   $22.70     I   .030525   ,001497        .03202         $0.73
                    Speaker
                    16XDVD   1                  $22.70         .030525
                    48XCDRW  1                  $25.00         .030525
                    DVD/CDRW 1                  $65.00         .030525                                 $2.08

                  16XDVD+/-       1             $97.49         .030525   .001497        .03202         $3.12
                 RW
                  16XDVD+/-       1             $1 16.16       .030525   .001497        .03202         $3.72
                 RW and
                 16XDVD
                 16XDVD+/-        1             $1 10.86       .030525   .OO 1497       .03202         $3.55
                 RW and
                ICDROM
                I80GB Hard       I1        1 $1 11.38      I .030525     .001497        .03202         $3.57
                 Drive
                 (DVl) Digital    1             $23.36         .030525   .001497        .03202         $0.75
                 Adapter

                                                                              -2-
                       Card
                       PCle X16          1       $99.23          ,030525       .001497       .03202   $3.18
                       64MB
                      Graphics
                      Card
                      128MB AT1          1       $116.33         .030525       .001497       .03202   $3.72
                      Radeon
               ~,     X300
                      DVINGA
    224149571         Precision          1       $1565.98        .030525       .001497       .03202   $50.14
    224153088         Latitude           1       $1213.02        .030525       .001497       .03202   $38.84
    224251168         Optiplex           1       $830.60         .030525       .001497       .03202   $26.60
                      (all in one)
                      install            1       $55.00          .030525       .001497       .03202   $1.76
                      De-install         1       $68.00          .030525       .001497       .03202   $2.18
                      and lease
                      return
                      Cancellation       1       $36.00          .030525       .001497       .03202   $1.15
                      Fees
                      VALS               1       $18.65          .030525       .001497       .03202   $0.60
I                 I                  I       I               I             I             I


    month-to-month or fixed term basis. (Lease portion of the payment will remain the same. An additional
    cost for month-to-month warranty will be added to the payment); or 3) the Lessee can purchase the
    equipment for 10% of the original cost of the equipment. (Additional taxes may be required at time of
    purchase)




      “Tax Compliance Certificate. Lessee hereby represents as follows: (a) The total cost of the
     Asset(s) listed in this Schedule will not be less than the total Principal Portion of the Rental
     Payments listed in this Schedule; (b) The Asset(s) listed has or will be ordered within six months
     of the date hereof in order to commence this Schedule; (c) No fund or account which secures or
     otherwise relates to the Rental Payments has been established; (d) Lessee will not sell,
     encumber or otherwise dispose of any property comprising the Lease prior to the final maturity or
     termination of the Lease 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 Rental
     Payments from gross income for federal income tax purposes; (e) Lessee does not expect to and
    will not use any portion of the Asset(s) in such manner that (1) an amount exceeding 10% of the
     cost of the Asset(s) will be used in a trade or business of a person or persons other than a
     governmental unit as defined in Section 141(b)(6) of the Code, and (2) direct or indirect
     Rental Payments exceeding 10% of the debt service is to be made with respect to such trade of
     business; (f) 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 the
    Schedule,including, without limitation, IRS forms 8038-G or 8038-GCI as required under the
    Code; (9) It is expected that Rental Payments under the Schedule will be paid from periodic
    appropriations of the Lessee deposited into the general fund of the Lessee that such
    appropriations will equal the Rental Payments due during each Fiscal Period of Lessee, and that
    all amounts paid for Rental Payments will
    be from an appropriation made by the Lessee during the Fiscal Period in which such Rental                  \


    Payment is made; and (h) To the best of our knowledge, information and belief, the above
    expectations are reasonable. Lessee will comply with all applicable provisions of the Internal
    Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof,
    and the applicable regulations of the Treasury Department to maintain the exclusion of the
    interest components of Rental Payments from gross income for purposes of federal income
    taxation.”


                                                          - 3-
Response to RFP Provisions

 Many of the terms and conditions presented in the RFP are applicable to straight procurementlpurchase
transactions and not to leasing. DGLF is unable to neither comply with nor summarily agree to terms and
conditions contained in the RFP which are contradictory to its company policies and objectives or which
conflict with its contractual lease provisions. The leasing arrangement will establish a long-term (beyond
net 30 days) financial relationship between DGLF (the Lessor) and Pinellas County (the Lessee).
Therefore, the terms and conditions of a duly executed DGLF Lease Agreement shall take precedence
over any other terms and conditions.


DGLF acknowledaes The Countv’s concerns, as reflected in the RFP Provisions, and takes :
exception to the followina:


SECTION B SPECIAL CONDITIONS 4. PRICING/PERIOD OF CONTRACT and SECTION B SPECIAL
CONDITIONS 5. OPTION OF RENEWAL: DGLF‘s lease rates will stay firm for each 36 month term of
each individual lease schedule. Lease rates, for the duration of the contract period, will have to change
periodically due to increases and decreases in U.S. Treasury Bills (T-Bills). DGLF would like to:propose
a quarterly pricing adjustment in order for the County to enjoy competitive lease rates. DGLF will
calculate the lease rate each quarter by adding basis points and a residual value to three year T-Bill
rates. This lease rate would be used for the lease schedules the County signs within that quarter. The
new quarter‘s lease rates will be calculated the last week of each calendar quarter.
AGREEMENT: In place of the AGREEMENT we propose the attached lease agreement to preside over
lease acquisitions. If the DGLF bid is accepted, the leasing terms and conditions of the quote and
subsequent lease agreement are to be governed by the Dell Marketing LP Master Lease Agreement.
DGLF agrees to negotiate in good faith an amendment to the terms of this MLA deemed mutually
acceptable to both parties. DGLF has attached a copy of this Master Lease Agreement.


      -
DGLF OTHER CLARIFICATIONS OF TERMS AND CONDITIONS


SECTION E SCOPE OF WORK B. SCOPE OF WORK (4THPARAGRAPH) Definitionof wear and tear:
When the equipment is received back it must be fully functioning. All components need to be in tact.
Nothing should be broken or cracked. Nothing can be permanently affixed or burned into the system or
screen. There should not be anything that has been modified to a lesser capability than was originally
leased.

SECTION E SCOPE OF WORK B. SCOPE OF WORK MANDITORY REQUIREMENTS 12. AND 13.:
The County will be able to extend individual lease schedules month-to-month. Warranty coverage can be .\
included for up to three months after the original 36 month term has expired. An additional charge will be
added to the lease payment for end of term warranty coverage. The County must give DGLF 60 day’s
notice, prior to the end of the original lease schedule, if they wish to renew the schedule on a month-to-
month basis.

DOCUMENTATION: The Master Lease Agreement (MLA) is the contract that states the leasing terms
and conditions. The MLA is a negotiated document and upon execution by the parties, the MLA’s terms
                                                                          -4-
and conditions take precedence over any other, managing the leasing transaction between the Lessor
and the Lessee.

A MLA is immediatelyfollowing this proposal. Lease documeptationwill consist of a duly executed Master
Lease Agreement, Schedule(s) and other documents indluding, but not limited to, Certificates of
Acceptance, Insurance Certificates, and Essential Use Statements if applicable and requested by DGLF.
Lessee will be required to provide an Attorney’s Opinion with respect to the final lease agreement
certifying, among other things, that such agreement has been duly authorized, executed, delivered, and
that it consthtes a legal, valid, and binding obligation in accordance with its own terms.

NET LEASE PROVISIONS: The lease shall be a net lease transaction providing that the lessee shall
bear all expenses associated with the equipment, including those relating to maintenance, operation and
third party claims. Vendor/manufacturer guarantees and warranties will be passed on to Lessee.


INSURANCE: Lessee shall provide Lessor written confirmation of insurance coverage acceptable to
Lessor, including: All-risk Physical Damage, Bodily Injury & Property Damage and an endorsement that
names Lessor as an additionally insured and loss payee under all liability and property coverage. Lessee
may option, subject to prior wriien approval of Lessor, to self-insure the Equipment under the same risk
parameters detailed above.

APPROVALS: Credit approval is conditioned upon the Lessee’s compliance of   1
                                                                           21 existing leaqe and
loan agreements. This proposed lease is subject to Credit Approval by the Lessors Credit Review
Committee and the execution of mutually acceptable lease documentation.

ASSIGNMENT: DGLF facilitates leasing as an acquisition methodology for Dell’s computer equipment
customers. However, DGLF routinely assigns its leases to its lease funding source. Therefore, the master
lease does not provide for termination for cause or convenience. Once equipment is scheduled under the
master lease and the lease commences, the lessee’s payment obligation is unconditional and absolute,
subject only to an event of non-appropriation.



 Dell’s Government Leasing and Finance group looks forward to becoming your leasing solution
                         partner for your computer equipment needs!




                                                                        -5-
I




    BCC 07/26/05
             ~$


    #33   Ranking of firms to provide leasing of computer equipment (Contract No. 045-255-P) as
          follows:
                        1.      Dell Marketing LP
                        2.      Hewlett-Packard Company
                        3.      CDW Government, Inc.
                        4.      CompuCom Systems, Inc.
                        5.      Pomeroy IT Solutions
                        6.      ePlus Technology, Inc.
                        7.      Howard Computers

          Staff authorized to negotiate a contract with the number one rankekfirm, Dell Marketing
          L.P. (Purchasing).
                         Motion          -      Commissioner Latvala
                         Second          -      Commissioner Welch

          In response to queries by Commissioner Welch, Information Technology Director Paul
          Alexander provided a breakdown of the leased computer equipment; and described how a
          $700,000.00 savings was realized.
                        *                     *                     *                     *
                        At this time, 4:45 P.M., Commissioners See1 and Latvala left the meeting.
                        *                     *                     *                     *
                        Vote          -       5-0
                                      BOARD OF COUNTY COMMISSIONERS
                                                                               DATE:  July 26,2005
                                                                               AGENDA mEM NO.

Consent Agenda          0                  Regular Agenda                      PublicHearing   0
                                                                                                   ?2.
Countv Administrator's Signature:
                                      @L---
Subiect:
                               -
Approval of Ranking of Firms Computer Equipment Leasing
Contract No. 045-255-P  (TS)
                                                                                         i
DeDartment:                                                   Staff Member Remonsible:
Purchasing                                                    Joe Lauro

Recommended Action:
I RECOMMEND THE BOARD OF COUNTY COMMISSIONERS (BOARD) APPROVE THE RANKING OF FIRMS
AND AUTHORIZE STAFF TO NEGOTIATEWITH THE NUMBER ONE RANKED FIRM, DELL MARKETING L.P.,
ROUND ROCK, TEXAS.


Summary ExdanationlBackaround:

On April 22,2005,the Purchasing Department, on behalf of all customers of the Computer Leasing Program, let a
Request For Proposal (RFP) for computer equipment leasing. Equipment to be leased includes, but is not limited
to, Desktops, CADD Workstations and Laptops.

The evaluation committee consisted of staff members from Information Technology, Public Works, Information
Systems, Public Defender's Office, Pinellas County Sheriffs Office, City of Clearwater Information Technology
Department, Purchasing Department and a member of the Purchasing Department acting as the facilitator. The
committee met on June 13, June 20,and June 27,2005 to evaluate and score proposals.

The proposals were evaluated according to the following criteria:

Step One: Technical Plan (300 points); PersonneVManagement Plan (300 points) and Price proposal (250 points)
for a total of 850 points in step one of the evaluation.

Step Two: Presentation and Demonstration (150 points)

Step one ranking of firms is as follows:

    1) Dell Marketing LP                      745.57points
    2) Hewlett-Packard Company                719.18 points
    3) CDW Government, Inc.                   695.18 points
    4) CompuCom Systems, Inc                  694.57points
    5) Pomeroy IT Solutions                   678.70 points
    6) ePlus Technology, inc.                 595.29points
    7) Howard Computers                       484.00 points



 Revised 07-18-03                                                                                  Page 1 of 2
Step two ranking of firms is as follows:

1) Dell Marketing LP                  879.29 points
2) CompuCom Systems, Inc.             816.29 points
3) CDW Government, Inc.               815.39 points
4) Hewlett-PackardCompany             802.32 points
             .>

At the direction of the Board, staff will begin negotiations with the number one ranked step two firm, Dell Marketing
LP (Dell). Negotiations will be based on price and deliverables.

Preliminary estimates, based upon Dell's proposed price schedule, demonstrate a potential for approximately
$700,000 in savings over the three-year term of this contract compared to current vendor pricing.

The final negotiated contract with Dell will be presented to the Board for consideration at a later date.
Fiscal ImDacffCostlRevenueSummary:
Funding is to be derivedfrom usingdepartments' operating budgets.
The preliminaryestimate is $3,000,000.00, thirty-six (36)
                                              for              months, depending on the number of additional
Agencies joining the Computer Lease Program.



ExhIbitdAttachments Attached:
1.Contract Review
2.Evaluation Criteria Tabulation, Step One & Step Two
3.lndividual Committee Member Scoring Sheets
4.Conflict of Interest Statements




 Revised 07-16-03                                                                                       Page 2 of 2

								
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