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HomeMy WebLinkAbout17-057 - Dell Financial Services LLC - Enterprise Lease Agreement for City Laptopsell Fin 1 Services 17-057(b) Council Approval N/A AMENDMENT NO. 2 DATED JULY 18, 2023 TO THE MASTER LEASE AGREEMENT NUMBER 576818-22912 DATED OCTOBER 3, 2016 BETWEEN TUKWILA, WASHINGTON AND DELL FINANCIAL SERVICES L.L.C. This Amendment is made part of and modifies the Master Lease Agreement and any subsequent amendments thereto (hereinafter referred to as the "Agreement") between TUKWILA, WASHINGTON ("Lessee") and DELL FINANCIAL SERVICES L.L.C. ("Lessor"). Terms not defined otherwise herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict or inconsistency between this Amendment and the terms and conditions of the Agreement, this Amendment will prevail. The Agreement is hereby modified as follows: 1. Section 21, "Governing Law; Jurisdiction and Venue; Waiver of Jury Trial". In the second sentence of this paragraph, delete the words "any federal court located in King, Washington" and replace with "State Superior Court located in King County, Washington". Except as amended hereby, the Agreement is restated and shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of the day and year first above written. LESSOR: LESSEE: DELL FINANCIAL SERVICES L.L.C. By:_ Title:_ rrVOdt viae Provident REVIEWED By Karen Hayes at 8:43 am, Jul 18, 2023 TUKWILA, WASHINGTON By: ,- /—�Dooc:Signed by: DS tP 7/18/2023 1 2:55 PM PDT Title: `--- 1 F89FE09132B402... Mayor, City of Tukwila APPROVED AS TO FORM BY CITY ATTORNEY 07/14/23 APPROVAL ON FILE. 17-057(a) Council Approval N/A AMENDMENT NO. 1 DATED MARCH 20, 2017 TO THE MASTER LEASE AGREEMENT DATED OCTOBER 3, 2016 BETWEEN TUKWILA, WASHINGTON AND DELL FINANCIAL SERVICES L.L.C. This Amendment is made part of and modifies the Master Lease Agreement and any subsequent amendments thereto (hereinafter referred to as the "Agreement") between Tukwila, Washington ("Lessee") and Dell Financial Services L.L.C. ("Lessor"). Terms not defined otherwise herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict or inconsistency between this Amendment and the terms and conditions of the Agreement, this Amendment will prevail. The Agreement is hereby modified as follows: 1. Section 9, "Risk of Loss; Maintenance; Insurance". Delete the fourth sentence of subsection (a) in its entirety and insert the following in its place: "Lessee shall have the right to self -insure in accordance with the standards set forth above in accordance with Lessee's existing self-insurance program for equipment owned by Lessee, provided Lessee will provide a self-insurance letter or certificate in a form reasonably acceptable to Lessor.". Except as amended hereby, the Agreement is restated and shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of the day and year first above written. LESSOR: LESSEE: DELL FINANCIAL SERVICES L.L.C. TUKWILA. WASHINGTON ll By:(1- Kim Vodlcka, Executive Director Title: By: // Title: Dig,tfihdr An 1 1/0 mivj r, ,� « - -) cifis P.O. Number: TIS04312017 If no P.O. number is specified, the date on the P.O. will be used as the P.O. number. Dell Customer Number: Bill to: City of Tukwila Street Address: 6200 Southcenter Blvd City, State Zip: Tukwila, WA 98188 -2544 Attn: Joseph Todd Phone #: 206 - 433 -1800 Fax #: Email: Joseph.Todd @tukwilawa.gov 17 -057 Council Approval 3/6/17 r °�( RCn1Rf 1_E P.O. Date: 03 -30 -17 Payment Terms *DFS LEASE Ship To: City of Tukwila IT Dept Street Address: 6300 SouthCenter Blvd City, State Zip: Tukwila, WA 98188 Attn: Jay Smoot Phone #: 206 - 433 -1800 Fax #: Email: jay.smoot @tukwilawa.gov • Customer agrees to finance the products(s) itemized on the quotation number(s) indicated below at the price(s) indicated, plus applicable taxes and shipping & handling charges, subject to the applicable Dell terms and conditions of sale located at http: / /WWW.de!l.COm /termS. • *Lease Terms are applicable to this purchase order and are subject to Credit Approval. Additional financial information in the form of financial statements from previous years may be required. • Please attach tax exempt letter /certificate if applicable. • This Purchase Order may only be used for purchases within the Continental United States. QTY QUOTATION ** OR PART NUMBER DESCRIPTION UNIT PRICE TOTAL 214 MDIRQ1048 Dell Latitude E5570 $1,320.00 $282,480.00 36 Latitude 12 Rugged 7202 $2,736.00 $98,496.00 14 Latitude 7275 2 in 1 $1,355.00 $18,970.00 * *ALL pages of the referenced quotation(s) MUST accompany this Purchase Order SUBTOTAL SALES TAX (IF APPLICABLE) Please include tax exempt certificate ifsales tax exempt noting vendor as Dell Financial Services SHIPPING & HANDLING TOTAL $399,496.00 Additional Instructions: TBD Please provide FEIN # 1 DFS LEASE TERMS — Circle Choices (MONTHS) 36 (End of Lease Option) Fair Market Value TBD $399,496.006 Signature (Authorized Buyer): Date: tf-3 -17 Print Name (Authorized Buyer): 4 l (& vi. 8100- Name Title O-C oR 0r16 -n JJ Dell Financial Services" EFFECTIVE DATE: October 3, 2016 MASTER LEASE AGREEMENT NO. 576818 -22912 LESSOR: DELL FINANCIAL SERVICES L.L.C. Mailing Address: ONE DELL WAY Round Rock, TX 78682 LESSEE: TUKWILA, WASHINGTON Principal Address: 6200 SOUTHCENTER BOULEVARD TUKWILA, WA 98188 Fax: Attention: TMs Master Lease Agreement ( "Agreement "), effective as of the Effective Date set forth above, is between the Lessor and Lessee named above. Capitalized terms have the meaning set forth in this Agreement. 1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases the equipment ( "Products "), Software (defined below), and services or fees, where applicable, as described in any lease schedule ("Schedule "). Each Schedule shall incorporate by reference the terms and conditions of this Agreement and contain such other terms as are agreed to by Lessee and Lessor. Each Schedule shall constitute a separate lease of Products ("Lease "). In the event of any conflict between the terms of a Schedule and the terms of this Agreement, the terms of the Schedule shalt prevail. Lessor reserves all rights to the Products not specifically granted to Lessee in this Agreement or in a Schedule. Execution of this Agreement does not create an obligation of either party to lease to or from the other. 2. ACCEPTANCE DATE; SCHEDULE. (a) Subject to any right of return provided by the Product seller ( "Seller "), named on the Schedule, Products are deemed to have been irrevocably accepted by Lessee upon delivery to Lessees ship to location ( "Acceptance Date "). Lessee shall be solely responsible for unpacking, inspecting and installing the Products. (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees to sign or otherwise authenticate (as defined under the Uniform Commercial Code, "UCC ") and return each Schedule by the later of the Acceptance Date or five (5) days after Lessee receives a Schedule from Lessor. If the Schedule is not signed or otherwise authenticated by Lessee within the time provided in the prior sentence, then upon written notice from Lessor and Lessee's failure to cure within five (5) days of such notice, Lessor may require the Lessee to purchase the Products by paying the Product Cost charged by the Seller, plus any shipping charges, Taxes or Duties (defined below) and interest at the Overdue Rate accruing from the date the Products are shipped through the date of payment. If Lessee returns any leased Products in accordance with the Seller's return policy, it will notify Lessor. When Lessor receives a credit from the Seller for the returned Product, the Schedule will be deemed amended to reflect the return of the Product and Lessor will adjust its billing records and Lessee's invoice for the applicable Lease. In addition, Lessee and Lessor agree that a signed Schedule may be amended by written notice from Lessor to Lessee provided such notice is (1) to correct the serial (or service tag) number of Products or (ii) to adjust the related Rent (defined below) on the Schedule (any increase up to 15% or any decrease) caused by any change made by Lessee in Lessee's order with the Seller. 3. TERM. The initial term (the "Primary Term ") for each Lease shall begin on the date set forth on the Schedule as the Commencement Date (the "Commencement Date "). The period beginning on the Acceptance Date Reference: 576818 -22912 Master Lease Agreement - Public and ending on the last day of the Primary Term, together with any renewals or extensions thereof, is defined as the "Lease Tenn ". The Lease is noncancelable by Lessee, except as expressly provided in Section 5. 4. RENT; TAXES; PAYMENT OBLIGATION. (a) The rental payment amount ("Rent ") and the payment period for each installment of Rent ( "Payment Period ") shall be stated in the Schedule. A prorated portion of Rent calculated based on a 30-day month, 90-day quarter or 360 -day year (as appropriate) for the period from the Acceptance Date to the Commencement Date shall be added to the first payment of Rent. All Rent and other amounts due and payable under this Agreement or any Schedule shall be paid to Lessor in lawful funds of the United States of America at the payment address for Lessor set forth above or at such other address as Lessor may designate in writing from time to time. Whenever Rent and other amounts payable under a Lease are not paid when due, Lessee shall pay interest on such amounts at a rate equal to the lesser of 1% per month or the highest such rate permitted by applicable law ( "Overdue Rate "). Rent shall be due and payable whether or not Lessee has received an invoice showing such Rent is due. Late charges and reasonable attorney's fees necessary to recover Rent and other amounts owed hereunder are considered an integral part of this Agreement. (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent, Lessee shall pay sales, use, excise, purchase, property, added value or other taxes, fees, levies or assessments lawfully assessed or levied against Lessor or with respect to the Products and the Lease (collectively "Taxes "), and customs, duties or surcharges on imports or exports (collectively, "Duties "), plus all expenses incurred in connection with Lessor's purchase and Lessee's use of the Products, including but not limited to shipment, delivery, installation, and insurance. Unless Lessee provides Lessor with a tax exemption certificate acceptable to the relevant taxing authority prior to Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes and Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for estimated personal property tax with the Rent Payment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Products. (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEES OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET -OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for any reason, Lessee shall make its claim solely against the Seller of such Product (or the Licensor in the case of Software, as defined below) and shall nevertheless pay Lessor or its assignee all amounts due and payable under the Lease. Page 1 of 5 5. APPROPRIATION OF FUNDS. (a) Lessee intends to continue each Schedule for the Primary Term and to pay the Rent and other amounts due thereunder. Lessee reasonably, believes that legally available funds in an amount sufficient to pay all Rent during the Primary Term can be obtained and agrees to do all things lawfully within its power to obtain and maintain funds from which the Rent and other amounts due may be paid. (b) Lessee may terminate a Schedule in whole, but not in part by giving at least sixty (60) days notice prior to the end of the then current Fiscal Period (as defined in the Lessee's Secretary/Clerk's Certificate provided to Lessor) certifying that: (1) sufficient funds were not appropriated and budgeted by Lessee's goveming body or will not otherwise be available to continue the Lease beyond the current Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent beyond the current Fiscal Period. Upon termination of the Schedule, Lessee's obligations under the Schedule (except those that expressly survive the end of the Lease Term) and any interest in the Products shall cease and Lessee shall surrender the Products in accordance with Section 8. Notwithstanding the foregoing, Lessee agrees that, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, it will use its best efforts to take all action necessary to avoid termination of a Schedule, including making budget requests for each Fiscal Period during each applicable Lease Term for adequate funds to meet its Lease obligations and to continue the Schedule in force. (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent and other amounts due under a Lease constitutes a current expense of Lessee and is not to be construed to be a debt in contravention of any applicable constitutional or statutory limitation on the creation of indebtedness or as a pledge of funds beyond Lessee's current Fiscal Period. 6. LICENSED MATERIALS. Software means any operating system software or computer programs included with the Products (collectively, "Software "). "Licensed Materials" are any manuals and documents, end user license agreements, evidence of licenses, including, without limitation, any certificate of authenticity and other media provided in connection with such Software, all as delivered with or affixed as a label to the Products. Lessee agrees that this Agreement and any Lease (including the sale of any Product pursuant to any purchase option) does not grant any title or interest in Software or Licensed Materials. Any use of the terms "sell," "purchase," "license," "lease," and the like in this Agreement or any Schedule with respect to Software shalt be interpreted in accordance with this Section 6. 7. USE; LOCATION; INSPECTION. Lessee shall: (a) comply with all terms and conditions of any Licensed Materials; and (b) possess and operate the Products only (i) in accordance with the Sellers supply contract and any service providers maintenance and operating manuals, the documentation and applicable laws; and (ii) for the business purposes of Lessee. Lessee agrees not to move Products from the location specified in the Schedule without providing Lessor with at least 30 days prior written notice, and then only to a location within the continental United States and at Lessee's expense. Without notice to Lessor, Lessee may temporarily use laptop computers at other locations, including outside the United States, provided Lessee complies with the United States Export Control Administration Act of 1979 and the Export Administration Act of 1985, as those Acts are amended from time to time (or any successor or similar legislation). Provided Lessor complies with Lessees reasonable security requirements, Lessee shall allow Lessor to inspect the premises where the Products are located from time to time during reasonable hours after reasonable notice in order to confirm Lessees compliance with its obligations under this Agreement. 8. RETURN. At the expiration or earlier termination of the Lease Tenn of any Schedule, and except for Products purchased pursuant to any purchase Reference: 576818 -22912 Master Lease Agreement - PubUc option under the Lease, Lessee will (a) remove all proprietary data from the Products and (b) return them to Lessor at a place within the contiguous United States designated by Lessor. Upon return of the Products, Lessees right to the operating system Software in retumed Products will terminate and Lessee will return the Products with the original certificate of authenticity (attached and unaltered) for the original operating system Software. Lessee agrees to deinstatl and package the Products for return in a manner which will protect them from damage. Lessee shall pay all costs associated with the packing and return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lessee fails to return all of the Products at the expiration of the Lease Term or earlier termination (other than for non- appropriation) in accordance with this Section, the Lease Term with respect to the Products that are not returned shalt continue to be renewed as described in the Schedule. 9. RISK OF LOSS; MAINTENANCE; INSURANCE. (a) From the date the Products are delivered to Lessees ship to location until the Products are returned to Lessor's designated return location or purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage to the Products; (11) to maintain the Products in good operating condition and appearance, ordinary wear and tear excepted; (iii) to comply with all requirements necessary to enforce all warranty rights; and (iv) to promptly repair any repairable damage to the Products. During the Lease Term, Lessee at its sole discretion has the option to purchase a maintenance agreement from the provider of its choice (including, if it so chooses, to self - maintain the Products) or to forgo such maintenance agreement altogether; regardless of Lessee's choice, Lessee will continue to be responsible for its obligations as stated in the first sentence of this Section. At all times, Lessee shall provide the following insurance: (x) casualty loss insurance for the Products for no less than the Stipulated Loss Value (defined below) naming Lessor as loss payee; and (y) liability insurance with respect to the Products for no less than an amount as required by Lessor, with Lessor named as an additional insured; and (z) such other insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessor's prior written consent, Lessee may provide this insurance pursuant to Lessee's existing self insurance policy or as provided for under state law. Lessee shall provide Lessor with either an annual certificate of third party insurance or a written description of its self insurance policy or relevant law, as applicable. The certificate of insurance will provide that Lessor shall receive at least ten (10) days prior written notice of any material change to or cancellation of the insurance polity or Lessee's self - insurance program, if previously approved by Lessor. If Lessee does not give Lessor evidence of insurance in accordance with the standards herein, Lessor has the right, but not the obligation, to obtain such insurance covering Lessor's interest in the Products for the Lease Term, including renewals. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse Lessor for the insurance premium and Lessor's then current insurance administrative fee. (b) If the Products are lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of such Products ( "Casualty Products "), Lessee shall promptly (1) notify Lessor of the same and (ii) pay to Lessor the Stipulated Loss Value for the Casualty Products. The Stipulated Loss Value is an amount equal to the sum of (a) all Rent and other amounts then due and owing (including interest at the Overdue Rate from the due date until payment is received) under the Lease, plus (b) the present value of all future Rent to become due under the Lease during the remainder of the Lease Term, plus (c) the present value of the estimated in place Fair Market Value of the Product at the end of the Primary Term as determined by Lessor; plus (d) all other amounts to become due and owing during the remaining Lease Term. Unless priced as a tax - exempt Schedule, each of (b) and (c) shall be calculated using the federal funds rate target reported in the Walt Street Joumal on the Commencement Date of the applicable Schedule. The discount rate applicable to tax - exempt Schedules shalt be federal funds rate target reported in the Wall Street Journal on the Commencement Date of the applicable Schedule less 100 basis points. Page 2 of 5 10. ALTERATIONS. Lessee shall, at its expense, make such alterations to Products during the Lease Term as are legally required or provided at no charge by Seller. Lessee may make other alterations, additions or improvements to Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the Products. Upon the return of any Product to Lessor, any alteration, addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents, warrants and covenants to Lessor and will provide to Lessor at Lessor's request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time Lessee enters into this Agreement and each Schedule that: (a) Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of its state and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or any Schedule, with full power and authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by Lessee of the Agreement or any Schedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and other state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (I) violate any judgment, order, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; (g) There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best of Lessees knowledge and belief is there any basis therefor, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of the Products, for which it has an immediate need that is neither temporary nor expected Reference: 576818-22912 Master Lease Agreement - Public to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessees governmental or proprietary functions consistent within the permissible scope of Lessee's authority; and (1) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under this Agreement and any Schedule during the current Fiscal Period, and such funds have not been expended for other purposes. 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; FINANCE LEASE. (a) Provided no Event of Default has occurred and is continuing, Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty and any right of return provided by any Seller. (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON iTS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR LEASES THE PRODUCTS AS -IS AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY PRODUCTS. (c) iN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. (d) Lessee agrees that it is the intent of both parties that each lease qualify as a statutory finance lease under Article 2A of the UCC. Lessee acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller for lease to Lessee or (ii) that Lessor has informed or advised Lessee, in writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products and that Lessee should contact the Seller for a description of any such rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 13. EVENTS OF DEFAULT. It shall be an event of default hereunder and under any Schedule ("Event of Default ") if: (a) Lessee fails to pay any Rent or other amounts payable under this Agreement or any Schedule within 15 days after the date that such payment is due; (b) Any representation or warranty made by Lessee to Lessor in connection with this Agreement, any Schedule or any other Document is at the time made materially untrue or incorrect; (c) Lessee fails to comply with any other obligation or provision of this Agreement or any Schedule and such failure shall have continued for 30 days after notice from Lessor; (d) Lessee (i) is generally not paying its debts as they become due or (ii) takes action for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Lessee or its property and such petition is not dismissed within 60 days; or (e) Any provision of this Agreement ceases to be valid and binding on Lessee, is declared null and void, or its validity or enforceability is Page 3 of 5 contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee denies any further liability or obligation under this Agreement; or (f) Lessee is in default under any other lease, contract, or obligation now existing or hereafter entered into with Lessor or Seller or any assignee of Lessor. 14. REMEDIES; TERMINATION (a) Upon an Event of Default under any Schedule all of Lessees rights (including its rights to the Products), but not its obligations thereunder, shall automatically be cancelled without notice and Lessor may exercise one or more of the following remedies in its sole discretion: (1) require Lessee to return any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession; (ii) sell, lease or otherwise dispose of any or all Products (as agent and attomey -in -fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole discretion (a "Disposition "); (iii) declare immediately due and payable as a pre - estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within 10 days after the date of Lessor's demand; or (iv) proceed by appropriate court action either at law or in equity (including an action for specific performance) to enforce performance by Lessee or recover damages associated with such Event of Default or exercise any other remedy available to Lessor in law or in equity. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re- furbishing, storage and Disposition of any or all Products ( "Default Expenses "). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be exercised by Lessor separately or together. 15. QUIET ENJOYMENT. Lessor shall not interfere with Lessees right to possession and quiet enjoyment of Products during the relevant Lease Term, provided no Event of Default has occurred and is continuing. Lessor represents and warrants that as of the Commencement Date of the applicable Schedule, Lessor has the right to lease the Products to Lessee. 16. INDEMNIFICATION. To the extent permitted by taw, Lessee shall indemnify, defend and hold Lessor, its assignees, and their respective officers, directors, employees, representatives and agents harmless from and against, all claims, liabilities, costs or expenses, including legal fees and expenses (collectively, "Claims "), arising from or incurred in connection with this Agreement, any Schedule, or the selection, manufacture, possession, ownership, use, condition, or return of any Products (including Claims for personal injury or death or damage to property, and to the extent Lessee is responsible, Claims related to the subsequent use or Disposition of the Products or any data in or alteration of the Products. Reference: 576818 -22912 Master Lease Agreement - Public This indemnity shall not extend to any loss caused solely by the gross negligence or willful misconduct of Lessor. Lessee shall be responsible for the defense and resolution of such Claim at its expense and shall pay any amount for resolution and all costs and damages awarded against or incurred by Lessor or any other person indemnified hereunder; provided, however, that any person indemnified hereunder shall have the right to participate in the defense of such Claim with counsel of its choice and at its expense and to approve any such resolution. Lessee shall keep Lessor informed at all times as to the status of the Claim. 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. As between Lessor and Lessee, title to Products (other than any Licensed Materials) is and shalt remain with Lessor. Products are considered personal property and Lessee shall, at Lessee's expense, keep Products free and clear of liens and encumbrances of any kind (except those arising through the acts of Lessor) and shall immediately notify Lessor if Lessor's interest is subject to compromise. Lessee shall not remove, cover, or alter plates, labels, or other markings placed upon Products by Lessor, Seller or any other supplier. 18. NON PERFORMANCE BY LESSEE. If Lessee fails to perform any of its obligations hereunder or under any Schedule, Lessor shall have the right but not the obligation to effect such performance and Lessee shall promptly reimburse Lessor for all out of pocket and other reasonable expenses incurred in connection with such performance, with interest at the Overdue Rate. 19. NOTICES. All notices shall be given in writing and, except for billings and communications in the ordinary course of business, shall be delivered by overnight courier service, delivered personally or sent by certified mail, return receipt requested, and shall be effective from the date of receipt unless mailed, in which case the effective date will be four (4) Business Days after the date of mailing. Notices to Lessor by Lessee shall be sent to: Dell Financial Services L.L.C., Attn. Legal Department, One Dell Way, Round Rock, TX 78682, or such other mailing address designated in writing by Lessor. Notice to Lessee shall be to the address on the first page of this Agreement or such other mailing address designated in writing by Lessee. 20. ASSIGNMENT. (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF LESSOR (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD). LESSOR, AT ITS SOLE DISCRETION, MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any way discharge Lessees obligations to Lessor under this Agreement or Schedule. (b) Lessor may at any time without notice to Lessee, but subject to the rights of Lessee, transfer, assign, or grant a security interest in any Product, this Agreement, any Schedule, or any rights and obligations hereunder or thereunder in whole or in part. Lessee hereby consents to such assignments, agrees to comply fully with the terms thereof, and agrees to execute and deliver promptly such acknowledgments, opinions of counsel and other instruments reasonably requested to effect such assignment. (c) Subject to the foregoing, this Agreement and each Schedule shall be binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY WASHINGTON LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND, TO THE EXTENT APPLICABLE, THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN KING, WASHINGTON, AND WAIVES ANY OBJECTION TO VENUE IN SUCH Page 4 of 5 COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY. 22. MISCELLANEOUS. (a) The headings used in this Agreement are for convenience only and shall have no legal effect. This Agreement shall be interpreted without any strict construction in favor of or against either party. (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the term or expiration of this Agreement or any Schedule. (c) Failure of Lessor at any time to require Lessees performance of any obligation shall not affect the right to require performance of that obligation. No term, condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee (prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent (other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective partys expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessors possession marked by Lessor as either "Original" or "Counterpart Number I". (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. (j) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in Reference: 576818.22912 Master Lease Agreement - PubHc any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. TUKWILA, WASHINGTON "Lessee" BY: NAME: TITLE: tz.�r.�+►GiMD� C t a DATE: * ©t�� /�[7 Dell Financial Services L.L.C. "Lessor" BY: NAME: TITLE: DATE: A /7 C1t he rYt a y v r A y//� 2,,/ 7 a— -W-4 ** See following page for Dell's signature. Page 5 of 5 COURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY. 22. MISCELLANEOUS. (a) The headings used in this Agreement are for convenience only and shall have no legal effect. This Agreement shall be interpreted without any strict construction in favor of or against either party. (b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22 shall continue in full force and effect even after the term or expiration of this Agreement or any Schedule. (c) Failure of Lessor at any time to require Lessee's performance of any obligation shall not affect the right to require performance of that obligation. No term, condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee (prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent (other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession, as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either "Original" or "Counterpart Number I". (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings, or agreements between the parties relating to the subject matter contained herein. Except as permitted herein, this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. (j) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent (if any) that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. EXECUTED by the undersigned on the dates set forth below, to be effective as of the Effective Date. TUKWILA, WASHINGTON "Lessee" ►Grp '6_ TITLE: tt•tt.�...� Gav►O� C l a DATE: { /2&17 Dell Financi "Lessor" BY: NAME: TITLE: Kim Vodlcka, Exevutive DIrector REVIEWED DATE: 6y .- at IAB pm, Jan 66,2017 Reference: 576818-22912 Page 5 of 5 Master Lease Agreement - Public Dell Financial Services" BILLING AND LEASE SCHEDULE INFORMATION (THIS FORM MUST BE COMPLETED BY THE INDIVIDUAL SIGNING THE DOCUMENTS AND A MEMBER OF YOUR ACCOUNTS PAYABLE TEAM) I. INVOICING /BILLING: WillyptifIccounts payable be for: Central Location ❑ 1 for each Dept., Campus, Agency (need address for each) Customer's accounts payable address for invoices Company Name: (as filed with your Secretary of State) Address: City, State, Zip: County: Attention: Telephone Number: Fax Number: E -Mail Address: TUKWILA, WASHINGTON Ig t y o1 UleN;L4 Smites thttft 6th `b e_tptur4-01,4.4' 20te LE3- lido Is a Purchase Order #required on the invoice? ❑ Yes IR< TAX: Where required, Sales /Use Tax will be assessed and invoiced. Does the Customer hold a valid exemption or direct pay certificate? If yes, please ATTACH a copy of the certificate for each state to this document. (NOTE: A certificate must be provided for each state in which lease Products are located.) UCC Information Required: Federal Tax Type of ID #: Organization: State Of Organization: State ID #: ❑ Yes LsYNo How will your Purchase ❑ 1 Order Release ❑ 1 Shi to Address ❑ 1 roup Only 1 Entire Lease Term Reference: Billing Information - Public Orders be placed? Will one Purchase Order cover: ❑ Multiple Order Releases ❑ Blanket Purchase Order ❑ Multiple Ship To Locations ❑ Multiple Groups (Depts, Campuses, Agencies) ❑ Specific Periods - Explain Page 1 of 4 Please Describe your Re ements? Will Shipping be: Financed ❑ Billed Separately Can you have: ❑ More than one PO# /Invoice Can your PO be: ❑ Split between 2 or more invoices Will you lease: ❑ Dell Equipment only Do you intend to finance upfront tax (if applicable) on the Lease ❑ No charge by Dell ❑ Only 1 PO# /invoice ❑ Must be fulfilled in 1 invoice ❑ 0th r Vendor(s) Equipment Schedules? Mires ❑ No Please Describe your Organizational S cture: ❑ Commercial ublic /Municipal ❑ Other - Explain ❑ 1 Group Only ❑ Multiple Groups (Depts, Campuses, Agencies) ❑ 1 Accounts Payable ❑ Multiple Accounts Payables (1 per Dept, Campuses, Agency) ❑ Lease Schedules will be reviewed by one person ❑ Requires multiple step approval process Commencement is: ❑ 1st of following month lAcceptance ❑ Other - Explain Not Charged ❑ Other - Explain ❑ Other - Explain Interim Rent is: ❑ Charged Property Tax is: ❑ Rebilled Annually Fiscal Year is from Notations: eutwir becambev- 2 ., ievr, 11. PREPARING CUSTOMER'S A/P SYSTEM TO REMIT PAYMENTS TO Dell Financial Services L.L.C.: Below is information commonly requested by customers in order to assist them in setting up their accounts payable system to pay Dell Financial Services L.L.C.: Payee Name and Address: Dell Financial Services L.L.C. Payment Processing Center Carol Stream, IL Dell Financial Services L.L.C. Federal Tax ID # is: 74- 2825828 What information will you require in order to set up payments to Dell Financial Services L.L.C. as a recurring payable? jn vo f,#. 111. PAYMENT METHODS to Dell Financial Services L.L.C. VIA CHECK Mail To: Payee Name and Address: Dell Financial Services L.L.C. Payment Processing Center Carol Stream, IL Page 2 of 4 Reference: Billing Information - Public VIA WIRE TRANSFER Please reference all information listed below to ensure proper credit each time a wire transfer is made: Payable to: Dell Financial Services L.L.C. ABA #: 071000039 Account #: 8188204944 Customer Account #: DFS Invoice #: Amount to be Applied per Invoice: VIA ACH Payable to: Dell Financial Services L.L.C. ABA #: Account #: Preferred Format: Customer Account #: DFS Invoice #: Amount to be Applied per Invoice: 071000039 8188204944 CTX+ IV. LEASE SCHEDULES: Please refer to the Lease Schedule Sample attached. Name of recipient(s) to receive monthly Lease Schedules to reconcile: ow}.. S /Moof I `IT; l< LAU wA— c jOT Attention: Address: City, State, Zip: Phone ft FAX Numbers: E -Mail Address: act - S in oe Q irvkw i 14.1.4./0- • 5-404,/ Name of individual(s) to sign monthly Lease Schedules (this individual should be named as an authorized signatory on the Secretary/Clerk Certificate): r /� /< vri.00 T to 3 U So✓ a-- 6. . - 6 /vaC ScJ r ..c_ figaZ L D ?/ rl �, kw:ka. Lk) - 4951. l 4 g Attention: Address: City, State, Zip: Phone a FAX Numbers: E -Mail Address: ox..e. a$ et6ov - V. LEASED ASSET REPORT Please refer to the attached Lease Asset Report Sample. Will you require a Lease Asset Report? lI Y ❑ No If yes, how frequent? ❑ Monthly uarterly ❑ Annually ❑ Other Attention: Address: City, State, Zip: Telephone Number: FAX Number: E -Mail Address: Reference: Billing Information - Public •, an gas abc- Page 3 of 4 Wouldyou prefer to have your Leased Asset Report posted to your Premiere Page? 171 Yes /No Login: Address: PLEASE ADVISE LESSOR AT THE ADDRESS LISTED BELOW OF CHANGES IN THE INFORMATION PROVIDED ABOVE. Please return this document along with all other required documents to: Dell Financial Services L.L.C. Public Segment Lease Administration One Dell Way RR3-56 Round Rock, TX 78682 Completed/ Confirmed By: Lessee: Lessee Document Signatory By: Name: Title: Date: Khn Voclicka, Executive Director 7/26/2017 Lessee Accounts Payable Representative Reference: Page 4 of 4 61((InS lnfonnatkm - Public Dell Financial Services" Secretary/Clerk Certificate Instructions 1. In the blocks under paragraph (ii) with the headings "NAME OF AUTHORIZED SIGNATORY ", `TITLE OF AUTHORIZED SIGNATORY" and "SIGNATURE OF AUTHORIZED SIGNATORY ", all persons who are authorized to execute and deliver the and any related Lease Schedule(s) from time to time thereunder between the Public Entity and Dell Financial Services L.L.C. should write or type his /her name under the "Name of Authorized Signatory" heading, write or type his /her title under the "Title of Authorized Signatory" heading, and sign his /her name under the "Signature of Authorized Signatory" heading in the block across from his /her name and title. The person(s) listed and executing in the blocks under paragraph (ii) must not be the same person executing the Certificate on behalf of the Public Entity (Clerk, Secretary, etc.) listed at the top of the Certificate and executing in the signature block at the bottom of the Certificate under the "In Witness Whereof" language; 2. The Clerk, Secretary, etc. should insert the No. in paragraph (iii), if known; 3. The Clerk, Secretary, etc. should strike paragraph (v) of the Certificate if this paragraph is not applicable to the Public Entity; 4. If paragraph (v) of the Certificate is applicable to the Public Entity, the Clerk, Secretary, etc. should insert "regular" or "special" in the first blank and then insert the date of the meeting of the goveming body of the Public Entity in the second blank; 5. The Clerk, Secretary, etc. should write or type the Fiscal Period of the Public Entity in paragraph (ix); 6. The Clerk, Secretary, etc. should write or type his /her name, title, name and State of the Public Entity in the top portion of the Certificate and date, sign Et print his /her name and title at the bottom of the Certificate under the "In Witness Whereof" language; and 7. If required by local law, the Certificate should be notarized by a notary public. The notary public should be a person other than the Clerk, Secretary, etc. executing under the "In Witness Whereof" language of the Certificate. Page 1 of 3 Reference: 576818-22912 Secretary Cleric Certificate - Public Den Financial Services' SECRETARY /CLERK CERTIFICATE I, J e' r L C • oil , do hereby certify that: (i) I am the duly elected, qualified, and acting �v.L�ar Ci O (Clerk, Secretary, etc.) of TUKWILA, WASHINGTON, a WA public entity (the "Public Entity "). (ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his /her name and the signature appearing opposite each such person's name is his /her genuine signature: NAME OF AUTHORIZED SIGNATORY TITLE OF AUTHORIZED SIGNATORY SIGNATURE OF TORY AUTHORIZED (cannot be Clerk /Secretary SIG authenticating this certificate) (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. 576818 -22912 (the "Agreement ") and any related Lease Schedules from time to time thereunder (the "Schedules ") between the Public Entity and Dell Financial Services L.L.C., or its assignee (collectively, "Lessor "), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and /or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [S RIKE IF NOT APPLICABLE] The Public Entity did, at a duly called (regular or special) meeting of the gov- ing body of the P ► _attendedtbuwg• • t b t• - equisite majority of the members thereof held o : • • ' • • - • • L. carried, in accordance with all requirements of law n • authori • - - •sue • e Agreement, the related Schedule(s) and all agree= :��•Ira!! rwi- ., and • m coi, •• ■ ' on behalf of the Public Entity by the authorized representative e _ named in p• :graph (ii) above. Such action approving the Agreement, the related Schedu �E? • a l a _re ..1t• .ocunants -= • • • ruments in connection therewith and authorizing the execution thereof has not been a tere • or t e • u • is n i (vi) No event or condition that s utes (or with notice or lapse of time or both, would constitute) an Event of Default, as defined in the Agr - • ent, exist • t the date hereof. (vii) All insurance r- • ' ed in accordance with the • • eement is currently maintained by the Public Entity. (viii) The Publi ntity has, in accordance with the require - is of law, fully budgeted and appropriated sufficient funds for the urrent budget year to make the Rent payments sc - , led to come due during the first Fiscal Period and to meet e Pubilc Entity's other obligations for the first Fiscal Perio• , • s such terms are defined in the Agreement, and such funds have not been expended for other purposes. Page 2 of 3 Reference: 576818-22912 Secretary Clerk Certificate - Public (ix) The Fiscal Period of the Public Entity is from _S ''►- to _k-e-ce-4w- (x) , The foregoing authority and information shalt remain true and in full force and effect, and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation of same in whole or in part, has been delivered to Lessor, but in any event shall be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior tq the delivery to Lessor of said written notice of said modification, rescission or revocation. 7 IN WITNESS WHEREOF: By: Name: "I `-�-� c ire M ( f Title:J'Gff Kim Vocilcka, executive Director (Clerk or Secretary) Date: S ZA I 7/26/2017 Subscribed to and sworn before me: Notary Public: Date: My commission expires: (Name) Page 3 of 3 Reference: 576818-22912 secretary Clerk Certificate - Public Dell Financial Services'" IMarch 28, 2017 Prepared For: Tukwila, WA Joseph Todd joseph.todd(altukwilawa.QOv Thank you for giving Dell Financial Services LLC. ("DFS1 the opportunity to provide a technology financing solution. Enclosed is a financing proposal for your new technology needs. We look forward to discussing this opportunity in further detail with you. If you have any questions, please contact me at the phone number or email address below. Davenport Group Quote Number MDIRQ1048 Summary Product Description Product Price Quantity Dell Latitude E5570 SubTotal $1,320.00 214 Latitude 12 Rugged 7202 SubTotal $2,736.00 36 Latitude 7275 2 -in -1 SubTotal $1.355.00 14 �._ • TOTALS Proposal Expiration Date: Extended Price $282.480.00 $98,496.00 518,970.00 $399,946.00 April 27, 2017 Terrn .. Option:' 36 .. _:: FMV -.; Payments: Annual Consolidation: Monthly Payments Due: Advance Interim Rent: None 3 Rate Factor Payments 0.30610 $86,467.13 0.31670 $31,193.68 0.30610 $5,806.72 $123A67.53 Personal Property Taxes (PPT) wilt apply to this lease. Leasing and financing provided by Dell Financial Services LLC. or its affiliate or designee ("DFS ") to qualified customers. Offers may not be available or may vary in certain countries. Where available, offers may be changed without notice and are subject to product availability, credit approval, execution of documentation provided by and acceptable to DFS, and may be subject to minimum transaction size. Offers not available for personal family or household use. Dell and the Dell logo are trademarks of Dell Inc Proposal is property of DFS, contains confidential information and shall not be duplicated or disclosed in whole or part, except as required bylaw and onlya /ter DFS is timely notified and allowed to protest or lodge concern or an exception under such applicable laws; including the Washington State Public Records Act Proposal is not a firm offer of financing. Pricing and rates based upon the final amount, configuration and specification of the supplied equipment. software. services or fees. Prorata payment may be due in the first payment cycle. Proposal excludes additional costs to customer such as shipping, maintenance, filing fees. applicable taxes, insurance and similar items. Proposal valid through the expiration date shown above, or if none is specified, for 30 calendar days from date of presentation. End of Term Options: Fair Market Value (FMV) Lease: • Exercise the option to purchase the products at the then fair market value. • Return all products to lessor at the lessee's expense. • Renew the lease on a month to month or fixed term basis. Tiffany Collins Financial Solutions Representative Dell 1 Financial Services office + 1 512 723 -7225 Tiffany Collinsl Dell.com Page 1 of 2 Prepared For, Tukwila, WA Joseph Todd ioseph toddilaiukwilawa gov March 28, 2017 SE OUOTE: The Lease Quote is exclusive of shipping costs, maintenance fees, filing fees, licensing fees, property or use taxes, Insurance premiums and lar items which shall be for Lessees account Lessee will pay payments and all other amounts without set-off, abatement or reduction for any reason asoever. Additionally, Lessee shall declare and pay all sales, use and personal property taxes to the appropriate taxing authorities. Ifyou are salex tax s plerise Provide a copy ofvour Exemption Certificate with the Lease Contract If Lessee provides the appropriate tax exemption certificates to DFS, s and use taxes will not be collected by DFS. However, if your taxing authority assesses a personal property tax on leased equipment and If DFS pays that under your lease structure, Lessee must reimburse DFS for that tax expense in connection with the Lessee's lease. iCHASE ORDER: The Purchase Order must be made out to Dell Financial Services LLC, One Dell Way, RRB-23, Round Rock TX 78682 The Purchase er Wit need to include the quote number, quantity and description of the equipment. Please be sure to indicate that the PO is for a lease order and stows type of lease, the term length and payment frequency. The date of the lease quote referenced should be included. Please be sure to include any applicable ipinq costs as a line item and include your address as the SHIP TO destination. SURANCE: The risk of loss on the equipment is bome solely by the Lessee. Lessee shall be required to purchase and maintain during the Term comprehensive public liability insurance naming Lessor as additional insured; and (III 'all-risk physical damage insurance in a minimum amount of the uchase Price, naming DFS as first loss payee. rPROPRIATION COVENANT: The Lease will contain an appropriation of funds clause. The Lessee will covenant that it shall do all things legally within its ewer to obtain and maintain funds from which the payments may be paid. :NTATION: In additiod to a duly executed Agreement other documents as reasonably requested by DFS may be required, such as but not limited to, of counsel. IRS tax exemption forms (if applicable), and audited financials. VALIDITY / APPROVALS: This Is a proposal based upon market conditions and is valid for 30 days, is subject to final credit approval. review of the of the transaction, and execution of mutuallyacceptable documentation. Kiln Vodicka, Executive Director 7/26/2017 Page 2 of 2