Res 15-15RESOLUTION NO. 15-15
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, APPROVING TIIE ACQUISITION OF ONE HUNDRED
FORTY FIVE PANASONIC TOUGHBOOK LAPTOPS FROM CDW-
GOVERNMENT, INC. FOR THE POLICE DEPARTMENT, DECLARING BY A
FOUR-FIFTHS AFFIRMATIVE VOTE THAT THE CITY'S SEALED
COMPETITIVE METHOD IS NOT IN THE BEST INTEREST OF THE CITY;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS the Police Department has utilized Panasonic Toughbook Laptops for since 1998;
and
WHEREAS the State of Florida Contract pricing is an Alternate Contract Source utilizing the U.S.
Coinmunities pricing contract RQ09-997736-42-D; and
WHEREAS the contract was awarded by die County of Fairfax, Virginia; and
WHEREAS, the City of Delray Beach purchasing code, Chapter 36.02(7) restricts the utilization of
otlier governmental contracts to within the State of Florida or the United States goveiritnent; and
WHEREAS, quotes for Panasonic Toughbook Laptops were solicited utilizing the U.S.
Communities pricing contract; and
WHEREAS, the operating systems software, Windows :XT is no longer being supported by
Microsoft; and
WHEREAS, the Police Department patrol officers utilize the Panasonic Toughbook Laptops to
provide public safety to the residents of the City of Delray Beach; and
WHEREAS, Section 36.02(c) (11) of the City's Code of Ordinances provides that the Cit3T may
acquire or contract for non -real property, goods or sefVlces �vidaout utilizing a Sealed Competitive Method
or the Written Quotation Method where the City Connnission declares by at least a four -fifth (4/5)
affirmative vote that the Sealed Competitive or the Written Quotation Method is not in the best interest
of the City.
NOW, THEREFORE, BE IT RESOLVED BY THF CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the foregoing "WHEREAS" clauses are ratified and confirtned as being true
and correct factual findings and are made a specific part of this Resolution.
Section 2. The City Commission of the City of Delray Beach hereby declares, by a minimum
four-fifths af&-niative vote, that the City's Sealed Competitive Method or Written Quotations
Procurement Method is not in the best interest of the City. The City Coiiuxiission declares that the
ACQUISITION OF ONE HUNDRED FORTY FIVE PANASONIC TOUGHBOOK LAPTOPS
FROM CDW-GOVERNMENT, INC. FOR THE POLICE DEPARTMENT, is in the best interest of
the City.
Section 3. The City Manager is authorized to do all things necessary and expedient to carry
out the aims of this. Resolution.
Section 4: This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED by the City Commission of the City of Delray Beach this the 24th
day of February, 2015.
MAY
ATTEST:
City Clerk
77 '�
JOK OZ
INCUMBENCY CERTIFICATE
State & Local Government Lease Agreement, Lease Agreement, Master
Lease Agreement, Rental Agreement, Cost Per Image Rental Agreement or
other type of lease agreement (each an "Agreement") between City of
Delray B_ each_ and CIT Finance LLC signed by
on r !f , 20
I, ���V IL. �• �dYJI certify that I am the duly elected or
appointed and acting Clerk of City of Delray Beach, a political subdivision or
agency duly organized and existing under the laws of the State of , that I
have custody of the records of such entity, and that, as of the date hereof (and
for six (6) months prior thereto), the individuals named below are duly elected or
appointed officers of such entity holding the offices set forth opposite their
respective names, l further certify that- (i) the signatures set opposite their
respective names and titles are their true and authentic signatures and (ii) such
officers have the authority on behalf of such entity to enter into the Agreement
identified above by and between such entity and CIT Finance LLC.
NAME TITLE SIGNATURE
�a ickstein Mayor
Signed and sealed by the undersigned on Z 20
Clerk
.-'roduct ScheduletoMaster LeaseAgreement
Product Description
Quantity Asset Description
145 Panasonic 15-3340M 50OGB 4GB W7P
145 Panasonic 3YR TB Premier Svc
145 Panasonic Multi -Drive F/CF-31 MK3
145 Edge 4GB DDR3 PC3-1_12800 SODIMM
For additional equipment and accessories, attach addendum
Product Address
100 NW 1St Avenue, Delray Beach, FL 33444
100 NW 1st Avenue, Delray Beach, FL 33444
100 NW 1st Avenue, Delray Beach, FL 33444
100 NW 1st Avenue, Delray Beach, FL 33444
Supplier Info (Name, Address, phone): Cli 230 North Milwaukee Ave., Vernon Hills, IL 60061
End of Lease Purchase Option
If no box is checked or if more than one box is checked, the
Fair Market Value Purchase Option will apply.
® Fair Market Value
❑ $1.00 Purchase ❑ Other —
Terre and Lease
Lease Payment $181,305.52 (plus taxes, if applicable)
Term (Months) 36
Payment Frequency Annual with first Payment due 30 days after
commencement.
Variable Payment Schedule if applicable:
The following additional payments are due on the date you sign this
agreement:
One-time Documentation Fee $0.00 Payable with First Invoice
Advanced Payment $0.00 due at Lease signing
(plus taxes, if applicable)
DATA SECURITY: Some or all of the items of Equipment returned to us at
any time may contain sensitive information or data belonging to your
organization, or your custom erfclientslpatients, that is stored, recorded, or
in any way contained within or on the Equipment. You specifically agree
that before the Equipment is shipped to or retrieved by us or our agents, or
removed by a supplier, you will, at your sole cost and expense, permanently
destroy, delete and remove all such information and data that is stored,
recorded or in any way contained within or on the Equipment, to the extent
that further recovery of any of such data and information is not possible.
You have the sole responsibility to so destroy, delete, and remove 811 data
and information stored in or on the Equipment. We have absolutely no
liability for any data or information that you fail to so destroy, delete, and
remove. All hard drives and other data retention components must function
as originally installed after data removal.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT: To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain,
verify, and record information that identifies each person who opens an account.
What this means for you When you open an account, we will ask for (1) if you
are a legal entity, your name, address, and other information that will allow us to
identify you, (ii) if you are an individual, your name, address, and date of birth.
We may also ask to see your driver's license or other identifying documents.
LESSOR: CIT Finance LLC
10201 Centurion Parkway N. #100
Jacksonville, FL 32256
Authorized Signature
Printed Name
Print Title Date Sicined Federal TUWV9rd as to forum �i
to-o-srev. "sats
.\ legal su 'ciertcy:
l City AttorneyLL
Lessee
City of Delray Beach
Lessee Legal Name
Lessee "Doing Business As" Name
100 NW 151 Avenue
Billing Street Address
Delray Beach, FL 33444
Billing City, State, Zip
Billing Contact Name & Phone No.
Lessee Phone Number (if different from above)
1. LEASE OF PRODUCT; FEE: We agree to lease to you and you agree to lease
from us the Products shown above for the numoer of months and monthly payment
identified above ("Lease Payment"). You agree to pay the Documentation Fee with
your first invoice. This Schedule will commence on the date that any of the
Products are delivered to you ("Inception Date' }. Your first Lease Payment is due
30 days from the Acceptance Date, and your remaining Lease Payments shall be
due on the same day of each subsequent morth until you have paid all the Lease
Payments due under the Schedule. Each day between the Inception Date and the
Acceptance Date is an "Interim Rent Day". You shall pay us interim rent for each
Interim Rent Day at 1130th of the Lease Payment. You will make all payments
required under the Lease at the address set forth in our Lease invoice. You will
execute a Delivery and Acceptance CerliFleate upon receipt of the Products, if we
provide one to you, and if not, you expressly agree that you accepted the Products
no later than 10 days after it was delivered to you (collectively, the "Acceptance
Date") unless you have notified us of your non-acceptance in writing.
2. LESSEE REPRESENTATIONS: By execution of this Schedule, you confirm that
(a) no Event of Default exists under the Master Lease as of the date hereof, and (b]
the Products will be used for a business purpose, and not for personal, family
or household purposes.
3. CELLULAR PHONES: You agree that providing a telephone number to a
cellular or other wireless device, you are expressly consenting to receiving
communications from us, our affiliates and agents (for non -marketing purposes) at
that number, including, but not [invited to, prerecorded and artificial voice messages,
text messages, and calls from automated telephone dialing systems; these calls
may incur fees from your cellular provider; and this consent applies to each
telephone number you provide to us now or in the future,
4. FINANCIAL STATEMENTS: You agree 10 provide us copies of your balance
sheet, income statement and other financial reports as we may reasonably request.
atulre
X
XL-Gafy D. Glickstein
Print Signer's Name
X Magor X-3 I L t
Signer's Title Date Signed
Master Tease Afumber: 95039
Master Lease Agreement CW
This Master Lease Agreement #95039 dated (the "Master Lease") contains the terms of your agreement with us. Please read it
carefully and ask us any questions you may have. The words you, your and lessee mean you, our customer. The words we, us, our and the lessor,
mean CiT Finance LLC.
1. PRODUCTS LEASED: We agree to lease to you and you agree to lease from
us the equipment ("Equipment"), software license rights, ("Software"), and/or
Services ("Services", and collectively "Products") as identified in the schedules
("Schedule") executed from time to time in accordance with this Master Lease.
Each Schedule shall incorporate the terms and conditions of this Master Lease, and
shall include such other terms as we shall agree upon. Each Schedule is a
separate and assignable lease, Independent of all other Schedules. In the event of
a conflict between this Master Lease and the provisions of a Schedule, the
provisions of the Schedule shall control.
2. TERM AND RENT: This Master Lease shall commence on the date set forth
above and shall continue in effect so long as any Schedule remains in effect. YOU
AGREE THAT EACH SCHEDULE UNDER THIS MASTER LEASE IS A NET
MASTER LEASE, WHICH MAY NOT BE TERMINATED OR CANCELLED; THAT
YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS
DUE UNDER THE SCHEDULE ACCORDING TO THE TERMS SET FORTH IN
THE SCHEDULE, AND THAT YOU CANNOT WITHHOLD, SET OFF, OR
REDUCE SUCH PAYMENTS FOR ANY REASON,
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3. PURCHASE CONTRACT: If you have entered Into any purchase agreement or
purchase order contract for Products ("Purchase Contract') with any supplier, you
assign to us your rights under such Purchase Contract, including any rights granted
by a manufacturer, Vendor, supplier or licensor (colloctively, "Supplier') with respect
to software license renewal or maintenance rights, but none of your obligations
(other than the obligation to pay for the Products if accepted by you). If you have
not entered into a Purchase Contract, you authorize us to enter into a Purchase
Contract on your behalf. You will arrange for the delivery of the Products to you,
4. ASSIGNMENT. YOU MAY NOT ASSIGN, SELL, TRANSFER OR
SUBLEASE THE EQUIPMENT OR YOUR INTEREST IN THIS MASTER LEASE
OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD WITH US ACTING
IN A COMMERCIALLY REASONABLE MANNER. We may, without notifying you,
sell, assign, or transfer this Master Lease or any Schedule and our rights to the
Products, You agree that the new owner will have the same rights and benefits that
we have now under this Master Lease and any Schedule but not our obligations,
which obligations we will remain responsible for. The rights of the new owner will not
be subject to any claims, defenses or set-off that you may have against us or the
Supplier.
5. NO WARRANTIES: We are leasing the Products to you "AS -IS". YOU
ACKNOWLEDGE THAT WE DO NOT MANUFACTURE THE PRODUCTS, WE DO
NOT REPRESENT THE MANUFACTURER, SUPPLIER, AND YOU HAVE
SELECTED THE PRODUCTS AND SUPPLIER BASED UPON YOUR OWN
JUDGMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR, PURPOSE OR OTHERWISE, YOU AGREE THAT
REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU
WILL NOT MAKE ANY CLAIM AGAINST US FOR ANY DAMAGES, WHETHER
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT: To help the government fight the funding of terrorism and money laundering
actfvltles, f=ederal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account. What that means for you:
When you open an account, we will ask for (i) if you are a legal entity, your name,
address, and other information that will allow us to identify you; (7) if you are an
individual, your name, address and date of birth. We may also ask to see your driver's
license or other Identifying documents.
LESSOR: CIT Finance LLC
10201 Centurion Parkway N. #100
Jacksonville, FL 32256
Authorized Signature
Printed Name
Print Title Date Signed
CONSEQUENTIAL, DIRECT, SPECIAL, OR INDIRECT. YOU AGREE THAT
NEITHER VENDOR NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF
VENDOR IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US OR
TO BIND US IN ANY WAY. To the extent we have the right to do so, we transfer to
you for the term of each Schedule any warranties made by the manufacturer or
Vendor with respect to the Equipment leased pursuant to such Schedule, You
agree that you will not assert against us any claim or defense that you have against
the Supplier.
6. PRODUCTS LOCATION; USE AND REPAIR; RETURN, Unless you are given
a $1.00 purchase option under a Schedule, we are the owner of the Equipment.
You agree to keep the Products free from liens and encumbrances. You may move
the Products within the continental United States provided you give us written
notification of the move within 30 days of the move, and you agree that you will be
liable for any increase in any personal property taxes as a result of that relocation.
For laptop computers, PDAs, and other mobile devices, the location listed on the
Schedule is its base location ("Base Location') bat these mobile devices may be
temporarily located at other locations and you will notify us and be responsible for
any tax increases should the Base Location change. At your awn cost and
expense, you will keep the Products eligible for any manufacturer's certification in
compliance with all applicable laws, and in good condition, except for ordinary wear
and tear. You will not make any alterations, additions or replacements to the
Products without our prior written consent which will not be unreasonably withheld
or delayed. All alterations, additions or replacements will become part of the
Products and our property at no cost or expense to us. We may inspect the
Products during normal business hours after advance notice to you. Unless you
purchase the Products at the end of a Schedule, you will immediately deliver the
Products to the party and location directed by us in our return authorization in as
good condition as when you received it, except for ordinary wear and tear. You will
pay all outstanding lease payments, late charges. Insurance charges, and our
estimated property taxes an the Products based upon the prior year's actual
property tax, shipping and other expenses, and you will insure the Products for its
full replacement value during shipping. Unless wa request return to us, you must
retain physical possession of the Products through the end of the initial or any
renewal lease term of any Schedule.
7. DATA SECURITY: Some or all of the items of Equipment returned to us at
any time may contain sensitive information or data belonging to your
organization, or your customer/clients/patients, that is stored, recorded, or in
any way contained within or on the Equipment. You specifically agree that
before the Equipment is shipped to or retrieved by us or our agents, or
removed by a supplier, you will, at your sole cost and expense, permanently
destroy, delete and remove all such information and data that is stored,
recorded or in any way contained within or on the Equipment, to the extent
that further recovery of any of such data and information is not possible. You
have the sole responsibility to so destroy, delete, and remove all data and
information stored In at on the Equipment. We have absolutely no liability for
any data or information that you fail to so destroy, delete, and remove. All
hard drives and other data retention components must function as originally
installed after data removal.
LEASE AND THAT EACH OF THE PROVISIONS SET FORTH IN THIS MASTER LEASE IS CLEAR
AND LEGIBLE, (i) you acknowledge that you have read and understand the terms and conditions of
this master lease and any schedule: (ii) You agree that any schedule to this master lease is a net lease,
which you cannot terminate or cancel, and that you have an unconditional obligation to make all
payments under such schedule, and you cannot withhold, set off or reduce such payments for any
reason', (ill) You will use the products covered under a schedule only for business purposes; and (iv) You
agree that by providing a telephone number to a cellular or other wireless device, you are expressly
consenting to receive communicatlons from us, our affiliates and agents (for non -marketing purposes) at
that number, including but not limited to, prerecorded and artficial voice messages, text messages, and
calls from automated telephone dialing systems; these calls may incur fees from your cellular provider:
and this consent applies to each such telephone number your provide to us now or in the future_
LESSEE: City of Delray Beach
Lessee Legal Name
Lessee "Doing Business As" Name
100 NW 1St Avenue
Street Ad ess
"elrfiAeaclrl FL 33444
'Zip
X
Aut ¢ed Si ature
X ClirkstPin
(rintei ammee yor
Print Title Date Signed
Federa T x ID #
Appitidwed as to latm and nk ret o reY. o-zt ozota Page 1 of z
0 MOMY
8. TAXES. You are responsible for all sales and use (unless you provide us with an acceptable Sale(Use
Tax exemption form), personal property or other taxes relating to the use or ownership of the Products, now
or hereafter Imposed, or assessed by any slate, federal or local government or agency. You agree to pay
when due, or reimburse us for all taxes, fines or penalties imposed upon the Products and, 'd we elect, you
agree to pay us estimated property taxes either with each lease payment or at the end of the lease term as
more fully set forth herein, We will file all sales, use and personal property tax returns (unless we notify you
otherwise in writing). We do not have to contest any taxes, fines or penalties; however, you may do so
provided (a) you do so in your own name and at your expense, (b) the contest will not result In any sort of
lien being placed on the Products or otherwise jeopardize our rights In any of the Products, (c) you pay us
for any taxes we remitted to the taxing authorities even though you may be contesting the taxes and
Indemnify and hold is harmless for any expenses, Including legal expenses, we incur as a result of such
contest. If we file such personal property lax reports, yoovill pay property taxes as invoiced by us.
9. LOSS OR DAMAGE; INSURANCE. You are responsible for installing and keeping the Products in good
working order, Except for ordinary wear and tear, you are responsible for protecting the Products from
damage, theft, destruction and loss of any kind ("Loss"(. You agree to continue to pay the amounts due and
t0 become due hereunder without setoff or defense even if there Is a Loss. If the Products are damaged or
lost, you agree to immediately notify us. Then, at our option, you must either (a) repair the affected
Products SD that 11 is In good condition and eligible for manufacturer certification or (h) pay us the amounts
specified in Section 13(b), During the term of this Master Lease or any Schedule, you agree that you will
(1) Insure the Equipment against all loss or damage naming us as loss payee, (2) obtain liability and third
parry property damage insurance naming us as an additional insured; and (3) deliver satisfactory
evidence of such coverage with carriers, policy ferns and amounts acceptable to us. All policies must
provide that we be given thirty (30) days written notice of any material change or cancellation. If you do not
provide evidence of acceptable insurance, we have the right, but no obligation, to obtain insurance covering
our interest in the Equipment for the lease term, and renewals. Any Insurance we obtain will net Insure you
against third party or liability claims and may be canceled by us at any time In the event we obtain the
above-described insurance, you will be required to pay us an additional amount each month for the
insurance premium and an administrative fee. You agree that we. or one of our affiliates, may make a profit
In connection with the insurance we obtain. The cost may be more than the cost of obtaining your own
insurance. You agree to cooperate with us, our Insurer and our agent In the placement of coverage and with
claims. The Insurance we obtain (1) will not name you as an Insured, additional insured, or loss payee; (2)
will not provide you with liability Insurance; (3) may not pay any claim that you make; (4) will not pay any
claim made against you; and (5) may be cancellod by us at any time. If you later provide evidence that you
have obtained acceptable Insurance, we will cancel the insurance we obtained.
10. LATE CHARGES. If any payment Is not made within 10 days of its due date, you agree to pay a late
charge at the rate of seven percent (74!) of such late payment, but in no event greater than the maximum
rate allowable under applicable law.
11. SECURITY INTEREST. In the event any Schedule is deemed to be a lease intended for security, you
grant us a purchase money security Interest in the Products (including any replacements, substitutions,
additions, attachments and proceeds). YOU AUTHORIZE US TO FILE FINANCING STATEMENTS TO
PROTECT OUR INTEREST IN THE PRODUCTS.
12. DEFAULT. Each of the following is a "Default" under this Master Lease and any Schedule (a) you fail
to pay any Lease Payment or any other payment within 30 days of its due date; (b) you do not peri
any of your other obligations under this Master Lease or any Schedule or in any other agreementwith us or
with any of our affiliates and this failure confinues for 30 days after we have notified you of It, (c) you
become insolvent, you dissolve, you assign your assets for the benefit of your creditors, you Sall, transfer or
otherwise dispose of all or substantially all of your assets, or you enter (voluntarily or Involuntarily)
any bankruptcy or reorganization proceeding, (d) without our prior written consent, which will not be
unreasonably withheld or delayed, you merge or consolidate with any other entity and you are not the
survivor of such merger or consolidation; or (e) any guarantor of this Master Lease or any Schedule dies,
does not 'perform its obligations under the guaranty, or becomes subject to one of the events listed in
clause (c) of this Section 12.
13. REMEDIES. If a Default occurs, we may do one or more of the following, (a) we may cancel or
terminate this Master Lease and/or any or all Schedules and any or all other agreements that we have
entered Into with you; (b) we may require you to immediately pay us, as compensation for loss of our
bargain and not as a penalty, a sum equal to (1) the present value of all unpaid Lease Payments for the
remainder of the term plus, the present value of our anticipated residual interest in the Products each
discounted at the lesser of (1) the rate Impliclt 9n the Schedule, or (2) 4% per year, plus past due interest at
the rate of 18% per annum, plus (it) all other amounts due and to become due under this Master Lease and
any Schedules; (c) we may require you to deliver the Products to us as set forth in Section 6; (d) we or our
agent may peacefully repossess the Products without court order and you will not make any claims against
us for damages or trespass or any other reason; and (e) we may exercise any other right or remedy
available at law or in equity. In the event of a dispute arising out of this Master Lease or any
Schedules, the prevailing party shall be entitled to its reasonable collection costs and attorney fees
and casts incurred in enforcing or defending this Master Lease or any Schedules. If we take
possession of the Products we may sell or otherwise dispose of It with or without notice, at a public or
private sale, and apply the net proceeds (after we have deducted all costs related to the sale or disposition
of the Products) to the amounts that you owe us. You will remain responsible for any amounts that are
due after we have applied such net proceeds. You agree that if notice of sale Is required by law to be given,
10 days notice shall constitute reasonable notice. If we delay or tail to enforce any of our rights under this
Master Lease or any Schedules, we will still be entitled to enforce those rights at a later time.
14, FINANCE LEASE STATUS, You agree that If Article 2A -Leases of the Uniform Commercial Code
applies to a Schedule, such Schedule will be.considered a "€finance lease" as that term is defined in Articlo
2A. By signing each Schedule, you agree that either (a) you have reviewed, approved, and received a copy
of the purchase contract or (b) that we have Informed you of the Identity of the Supplier, that you may have
rights under the purchase contract, and that you may contact the supplier for a description of those rights.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND
REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A.
15. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default has occurred and is continuing
under this Master Lease or any Schedule, you will have the option at the end of the initial or any renewal
term of a Schedule to purchase all (but not less than all) of the Products covered by such Schedule at the
Purchase Option price shown an such Schedule, plus any applicable taxes and if the purchase occurs after
the rendition date for any personal property taxes on the Products you agree to pay us the estimated
property tax based upon the prior year's actual property tax. Unless the Purchase Option since is $1,00,
you must give us at least 90 days but not more than 180 days will notice before the end of the initial term
of a Schedule, or 30 days prior to the end of any renewal term, that you will purchase the Products or that
you will return all the Products to us. If you de not give us such written notice or if, having given such notice,
you do not purchase or deliver the Products in accordance with the terms and conditions of this Master
Lease and the applicable Schedule, the applicable Schedule will automatically renew for an Initial 3 month
renewal term and [hereafter renew for successive one month terms unless and until you give us the 30 day
notice and either purchase or deliver the Products to us. Each month during a renewal term the Lease
Payment All remain the same.
If your payment frequency is monthly your payments during renewal remain the same. If your payment
frequency is other than monthly, then your renewal payment shall be the monthly equivalent of your periodic
payment amount We may cancel an automatic renewal term by sending you written notice 10 days prior to
such renewal termif the Fair Market Value Purchase Option has been selected under any Schedule, we will
use our reasonable judgment to determine the Product's fair market value as configured, in place and
Installed You agree that the Fair Market Value Is the amount that may reasonably be expected for the
Installed Products In an exchange between a willing buyer and a willing seller, including costs to make the
Products fully operational. If you do not agree with our determination of the Product's in use and In place fair
market value, the fair market value (in use and in place) will be determined at your expense by an
Independent appraiser mutually acceptable to you and us.
Upon payment of the Purchase Option price, we shall transfer our Interest in the Products 10 you "AS -IS,
WHERE IS" without any representation or warranty whatsoever and the applicable Schedule will terminate
1.6. INDEMNIFICATION. You are responsible for and agree to Indemnffy and hold us harmless from any (a)
losses, damages, penalties claims, sults and actions (collectively "Claims"), whether based on a theory
of strict liability or otherwise caused by or related to the manufacture, Inslaliation, ownership, use, lease,
possession or delivery of the Products or any defects in the Products and (b) all reasonable costs and
attamoys' fees incurred by us relating to any Claim, You agree to reimburse us for and if we request, to
defend is against, any Claims, except Claims caused by our willful misconduct. You agree that your
obligations under this Section 16 and Section 8 shall survive the termination of this Master Lease for Claims
arising during the term of this Master Lease or any Schedule.
17. SOFTWARE; The Producls provided hereunder may include certain Software Imbedded, or loaded on
the Equipment, that you agree to use consistent with the urderlying software license granted to you under
your Purchase Contract. You acknowledge that such Software enhances the value of the Products. Where
required by the Software owner, you agree to execute a separate license agreement with the owner for
the use of the Software ("License Agreement'). We do not have any obligations under the License
Agreement however, you have granted us certain rights under this Master Lease or any Schedule pertaining
to the Equipment on which the software is loaded and agree to not remove any software without our written
consent. Except as expressly modified by this Section 17, at the terms and conditions of this Master Lease
shall apply to the Software including, without limitation, Section 5.
18, ELECTRONIC TRANSMISSION; COUNTERPARTS: A fax or electronically transmitted signed version
of this Master Lease or a Schedule, when received by us, shall be binding on you for all purposes as If
originally signed. Any Schedule or this Master Lease Is not binding on us until we sign It We may accept this
Master Lease or any Schedule hereunder by signing, either manually or electronically. This Master Lease or a
Schedule may be signed in counterparts each of which will be considered an original such all counterparts will
be considered and constitute one and the same agreement or Schedule. If you transmit this Master Lease or
Schedule by fax or electronically, you agree that the only version of the Master Lease or Schedule that Is the
original for all purposes is the version centalning your faxec or scanned signature and our signature The
Master Lease and any related Schedule(s) may be retained electronically and you agree that any such
electronic version shall be fully enforceable without the need to produce an original; however, we may request
original signature documents.
19. CREDIT INFORMATIONWINANCIAL STATEMENTS: YOU AUTHORIZE US OR ANY OF OUR
AFFILIATE TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES THAT WE
DETERMINE ARE NECESSARY. You agree to provide us copies of your balance sheet, income statement
and other financial reports as we may reasonably request
20. MISCELLANEOUS. a) Choice of Law. This Master Lease and a8 Schedules shall be governed by the
laws of the State of Utah (without regard to the conflict of laws principles of such state). (b) Jury Trial. YOU
EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF CR RELATED TO THIS
MASTER LEASE OR ANY SCHEDULE (c) Entire Agreement. The Master Lease and all Schedules
constitute the entire agreement between you and us and supersedes all prior agreements, (d) Enforceability.
If any provision of this Master Lease or a Schedule Is unenforceable, Illegal or Invalid, the remaining
provisions shall continue to be offective, (e) Amendment. This Master Lease or any Schedule may not be
modified or amended except by a writing signed by you and is. either manually or electronically. You agree
however, that we are authorized, without notice to you, to supply missing information or correct
obvious errors in any Schedule and this Master Lease, such as serial numbers, or correct
typographical, immaterial, or obvious errors in this Master Lease provided that such change does not
materially alter your obligations under this Master Lease. (f) Notice. All notices shall be in writing and
shall be delivered to the appropriate party personally, by private courier, by facsimile transmission, or by mall,
postage prepaid, at ifs address shown herein or to such other address as directed In writing by such party.
(g) Usury. it is the express Intent of both of us not to violate any applicable usury laws or to exceed the
maximum amount of interest permitted to be charged or collected by applicable law, and any excess
payment will be applied to the lease payments In inverse order of maturity, and any thereafter remaining
excess will be refunded to you. (h) Prepayment. Prepayment or early termination is not permitted except at
such time and on such terms and conditions as Lessor may agree in writing (i) NSF. We may also charge
you $25.00 for each returned check or if an ACH debit is not honored by your bank. (j) Restrictive
Endorsements. You agree that any restrictive endorsement (such as 'payment in full", "final payment' or
othenRlse) on any check submitted In payment far this Master Lease or any Schedule hereunder shall have
no force and effect and that we may cash the check and apply the proceeds without prejudice to our rights
under this Master Lease or any Schedules hereunder. (k) Purchase Orders. You agree that any purchase
orders issued by you in conjunction with this Master Lease or any Schedule hereunder are issued solely for
your administrative purposes and no terms or conditions contained In the purchase order will change or
modify the terms and conditions of this Master Lease and related Schedules.
Bank TIN rev, 03102914 Page 2 of 2
Lease Agreement Addendum (Florida)
CUSTOMER Lessee Name I Master Lease #
INFORMATION City of Delray Beach 95039
Billing Street Address/City/State/Zip
100 NW I" Avenue, Delray Beach, Florida 33444
This Addendum supplements the provisions of the Master
Lease Agreement identified by the Master Lease Number
specified above ("Lease"). You and we make this Addendum
an integral part of the Lease. Capitalized terms used in this
Addendum that are not defined will have the meanings
specified in the Lease. If there is any conflict between the
Lease and this Addendum, then this Addendum will control
and prevail.
1. Title. We will hold title to the Equipment, If (a) you
have not terminated this Lease in accordance with Section 3
of this Addendum and (b) no Default exists, then upon your
payment to us of all Lease Payments, the Purchase Option or
Residual Value and other amounts due under this Lease, at
the end of the term of this Lease, you will be entitled to our
interest in the Equipment, "AS IS, WHERE 1S, without any
warranty or representation from us, express or implied, other
than the absence of any liens by, through or under us. This
Section I is added as a new additional sequentially numbered
section to this Lease entitled "Title; Recording".
2, Funding Intent. You reasonably believe that funds can
be obtained sufficient to make all Lease Payments and other
payments during the term of this Lease. You agree that your
chief executive or administrative officer (or your
administrative office that has the responsibility of preparing
the budget submitted to your governing body, as applicable)
will provide for funding for such payments in your annual
budget request submitted to your governing body, if your
governing body chooses not to appropriate funds for such
payments, you agree that your governing body will evidence
such non -appropriation by omitting funds for such payments
due during the applicable fiscal period from the budget that it
adopts. You and we agree that your obligation to make
Lease Payments under this Lease will be your current
expense and will not be interpreted to be a debt in violation
of applicable law or constitutional limitations or
requirements. If a Default occurs, any judgment obtained
against you will be enforceable solely against revenues
allocated by your governing body for such purpose. Nothing
contained in this Lease will be interpreted as a pledge of your
Lessee:
Print Naim &
Datbd as fo 10r m- vnld
Al i
ty ' ttofnay
general tax revenues, funds or moneys. Regardless of any
other provisions of this Lease, no ad valorem taxes are
pledged to the payment of any amount due under this Lease.
Also, all amounts due under this Lease will be paid only from
funds arising from sources other than ad valorem taxation
unless one of the following conditions is satisfied: (i) you are
a county and the term of this Lease is sixty (60) months or
less; (ii) you are a school district and :he term of this Lease is
twelve (12) months or less; or (iii) you are a municipality and
if you are a home rule city, your charter does not prohibit the
payment of amounts due under this Lease from ad valorem
taxation revenues. This Section 2 is added as a new
sequentially numbered section to this Lease entitled "Funding
Intent".
3. Non -appropriation of Funds. If (a) sufficient funds are
not appropriated and budgeted by your governing body in any
fiscal period for Lease Payments or other payments due under
this Lease, and (b) you have exhausted all funds legally
available for such payments, then you will give us written
notice and this Lease will terminate as of the last day of your
fiscal period for which funds for Lease Payments are available.
Such termination is without any expense or penalty, except for
the portions of the Lease Payments and those expenses
associated with your return of the Equipment in accordance
with Section 3 of this Lease for which funds have been
budgeted and appropriated or are otherwise legally available.
Upon such termination, all of your rights and interests in the
Equipment will vest in us. This Section 3 is added as a new
sequentially numbered section to this Lease entitled "Non -
appropriation of Funds
4. Choice of Law. Regardless of any conflicting
provisions in this Lease, THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE STATE OF
FLORIDA, This Section 4 replaces the subsection (a) of
Section 20 of this Lease.
Lessor CIT Finance LLC
Authorized Signature
Print Name & Title
Date
halo
DELIVERY & ACCEPTANCE
CERTIFICATE
By signing this Certificate, you, the Lessee
identified below, agree:
A) That all products described in the Lease Agreement or
the Product Schedule to Master Lease Agreement
identified below ("Products") have been delivered,
inspected, installed and are unconditionally and
irrevocably accepted by you as satisfactory for all
purposes of the Lease Agreement or Product Schedule
to Master Lease Agreement; and
B) That we, CIT Finance LLC, are authorized to purchase
the Products and start billing you under the Lease
Agreement or Product Schedule to Master Lease
Agreement.
Lease Agreement or Product Schedule No, 1273968
Customer Name: City of Delray Beach
Authorized Si nature
X Cary D. Glickstein, Mayor A lZ
Title Date
O
Appeov6df as to forrn &nd
is al su :i iet�cy:
ity Attorney
civ
ADDENDUM TO MASTER LEASE AGREEMENT
This Addendum forms and is made a part of that certain Master Lease Agreement #95039
("Agreement") between CIT Finance LLC and City of Delray Beach ("Lessee"). Capitalized
terms used herein but not defined herein will have the same meaning given to them in the
Agreement. Both parties agree that the Agreement is amended as follows:
1. The following additional language is inserted at the end of the third sentence in section 2
of the Agreement, which is entitled TERM AND RENT: ", except as provided for in the
"Lease Agreement Addendum — Florida".
2. Section 18 of the Agreement, which is entitled INDEMNIFICATION, is deleted in its
entirety.
3. Subsection a) in the first sentence of Section 20 of the Agreement, which is entitled
MISCELLANEOUS, is revised by deleting the word "Utah" and replacing it with the
word "Florida".
All other terms and conditions of the Agreement shall remain unchanged and in full force and
effect. All handwritten, typed or "red -lined" additions and/or deletions on the Agreement are
null and void and of no force or effect. The changes contained in this Addendum shall apply to
only the Agreement to which it is incorporated and is not a precedent for future lease
transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Lease Agreement
on , 2015.
CIT Finance LLC City of Delra Beach
By: By:
Title: Ti ID G11 Astein, Mayor
Approved as to form and
WVal suffi goy:
fly:
#y Attorney