HomeMy WebLinkAboutC2011-247 - 7/7/2011 - NASCHEDULE NO. 2 dated as of April 19, 2041 ( "Schedule ")
THIS SCHEDULE is entered into by and between the undersigned Lessee and Lessor pursuant to Appendix 0 to DIR Contract No. DIR -
SDD -1032 (collectively, the "Contract ") between Datalux Corporation and the State of Texas Department of Information Resources, to
include state entities purchasing through the Contract. All terms and conditions of such Contract are incorporated herein and made a part
of hereof, and unless otherwise specified herein, the terms used in this Schedule shall have the same meanings as used in the Contract.
Conflicts between the provisions of the Contract and this Schedule are governed by the provisions hereof. The order of precedence shall
be the Schedule and then the Contract.
By its signature hereon, Lessee represents it has read, understands and agrees to the Terms and Conditions of the Contract identified
above and the provisions of this Schedule.
IN WITNESS WHEREOF, Lessee and Lessor reaffirm all of the terms and conditions of the Contract, except as modified hereby, and
cause this Schedule to be executed by their duly authorized representatives. By execution of this Schedule, the parties acknowledge that
Austin, Ribbon & Computer Supplies, Inc. is the Lessor under the terms of this Schedule, Appendix D of the Contract and wherever Lessor
is referenced in the Contract and that all references herein to Lessor shall mean and refer to Austin Ribbon & Computer Supplies, Inc. In
addition, both parties agree that Austin Ribbon & Computer Supplies, Inc. is an authorized equipment reseller under DIR Contract No. DIR -
S D D -1032.
LESSOR: Au b n & mputer Supplies, Inc.
BY:
NAME: trf
TITLE:
DATE:
1. SCHEDULE TERM,
June 1, 2011 ( "Commencement Date ") plus thirty -seven (37) months thereafter
2. RENT.
TITLE:
DATE
Ve 61 CA3 -6
ra
a. Due on the first day of June, 2011 and on the first day of each month thereafter for the remaining Schedule Term; Rent in the amount of
$517.86.
b. Title to the Equipment will rest with the Lessee so long as the Equipment remains in their possession and Lessor will retain a security
interest in the Equipment. If the Lessee decides to return the equipment to the Lessor pursuant to the Lease, the title to the Equipment
will revert back to Lessor.
3. EQUIPMENT LOCATION.
1201 Leopard Street, CH Basement, Corpus Christi, TX 78401
4. EQUIPMENT DESCRIPTION.
Cwt Item#
Description
3 DTUTX- 204 -XXX
12.1" Police Mobile Date System with Intel Core2 Duo
Processor and 16OGB Removable HDD2 GB RAM,
Upgrade to 2GB RAM, Tracer Mount, Clip -on USB
Backlit Keyboard, Top Flight Warranty Coverage,
802.11 a /b /g /draft n internal wireless, Screen Protectors,
Extended Warranty for Year #4
2 DTL /F- Plate -FCV
Floor Plate for Ford Crown Victoria
1 DTLIFP -144
Tahoe, Floor Plate for Tru Mount
Total Equipment Cost *: $16,779.00
Equipment Unit Cost*
$5,559.00
$ 102.00
$ 0.00
*Provided solely for the purposes of calculating proportional Stipulated Loss Value pursuant to Section 18 of Appendix D to the Contract
and in coniunction with 5ectinn A „ f th -. Schedule.
2011 -247
07/07/11
Austin Ribbon & Computer INDEXED
5. STIPULATED LOSS VALUE.
The Stipulated Loss Value for any Equipment shall be the percentage set forth below of the Equipment Unit Cost set forth in Section 4 of
this Schedule, in addition to the monthly Rent payment. If no Equipment Unit Cost is given for an item of Equipment, it's Stipulated Loss
Value and the proportional Rent calculations for the purposes of Section 18 of Appendix D to the Contract shall be based on the ratio of
Lessor's original purchase price for that Equipment to Lessor's original purchase price for all Equipment on the Schedule. The below
percentages apply from the Rent payment period listed beside the percentage to the next listed Rent payment period.
Rent Pmt#
C.V. %
Rent Pmt#
C.V.%
1
100.00
20
66.55
2
99.05
21
64.40
3
97.53
22
62.21
4
95.98
23
59.97
5
94.40
24
57.69
6
92.79
25
55.40
7
91.14
26
53.06
8
89.46
27
50.71
9
87.75
28
48.31
10
86.00
29
45.86
11
84.22
30
43.40
12
82.40
31
40.89
13
80.55
32
38.33
14
78.66
33
35.76
15
76.74
34
33.14
16
74.78
35
30.47
17
72.77
36
27.75
18
70.74
37 and thereafter
25.00
19
68.67
6. FISCAL PERIOD. August 1 s to July 31
7, MODIFICATION TO MASTER LEASE.
Section 3; insert the following to the end of the paragraph:
Until either party provides the other with prior written notice of termination, Renewal Terms of each Schedule shall extend
automatically, at the Rent last in effect, for successive three month terms beyond the expiration of the Schedule Term. All such
terminations are effective only (i) following written notice received not less than ninety (90) days prior to the end of the Schedule
Term, (ii) on the last day of the Schedule Term or Renewal Term then in effect, and (iii) with respect to not less than all
Equipment under a Schedule. Notice of Termination by Lessee may not be revoked without Lessor's consent.
Section 19; delete the eighth sentence.
Section 28; revise the section to insert "only after a Certificate of Acceptance is signed" following "Uniform Commercial Code ".
8. RETURN PROVISIONS.
In addition to the provisions provided in Section 13 of Appendix D to the Contract, on the last day of the Schedule Term or on any
earlier termination date as provided herein, Lessee shall return the Equipment to Lessor in good repair, condition and working
order, ordinary wear and tear alone excepted, to the location specified by Lessor.
a. Each piece of Equipment returned shall be the Whole Unit, Whole Units shall be defined as follows; (i) Servers consisting of
CPUs and or processors, server cabinets, memory, base disk drives, expanded disk storage, storage controllers, network
controllers, graphics cards, power supplies, cables, tapes drives and external devices to include disk subsystems, optical
systems, additional tape drives, manuals, etc. (ii) Personal Computers and/or Desktops consisting of the CPU, memory, hard
drives, monitor, modems, CD ROM, diskettes drives, Ethernet cards, keyboards, manuals, etc. (iii) Printers consisting of base
printer, cables, memory, trays, etc. (iv) Laptops consisting of memory, hard drives, modems, CD ROM, diskettes drives,
Ethernet cards, manuals, etc., and (v) Individual Hubs and Routers consisting of all internal devices.
b. All copies of operating software, which were pre - loaded on the Equipment when delivered to Lessee or included in the Schedule,
shall be returned to Lessor at the conclusion of the Schedule Term. Lessee shall further take all actions reasonably required to
transfer Lessee's rights under all software licenses to Lessor, to the extent permitted by such license, including, but not limited to,
destroying all additional copies of such software and certifying the same to the best of its knowledge to Lessor.
c. Lessee shall arrange and pay for de- installation and packing in accordance with the manufacturer's specifications and for insured
transportation to the destination, such insurance coverage to be not less than the Equipment Stipulated Loss Value last in effect.
d. Lessee shall, at its expense, cause each returned Equipment to be repaired as necessary to qualify for maintenance by the
manufacturer and to contain all current manufacturer - prescribed engineering changes.
e. Upon request, Lessee shall provide Lessor, within ten (10) days of Equipment de- installation, written certification by the
manufacturer that each piece of Equipment qualifies for maintenance.
If on the last day of the Schedule Term, Lessee shall fall to return to Lessor any Equipment listed on the Schedule, or shall
return any Equipment not in good repair, condition and working order, ordinary wear and tear excepted, at Lessor's option either
(i) Lessee shall be treated as a holdover tenant for all of the Equipment listed on the Schedule for a Renewal Term of ninety (90)
days and shall continue to pay Rent in the amount set forth in the Schedule for all Equipment, or (ii) Lessee shall immediately
pay to Lessor the Stipulated Loss Value last in effect for all Equipment listed on the Schedule. In no event may Lessee avoid
the effect of this provision by returning less than all Equipment listed on any Schedule or by returning substitute Equipment
unless Lessor, in its sole discretion, shall expressly agree in writing. This Section shall not derogate from Lessor's right, to be
exercised in its sole discretion, to obtain return of all Equipment on the last day of the Schedule Term, or to declare an Event of
Default for any failure of Lessee to so return the Equipment.
9. EXECUTION.
This Schedule shall not be binding on Lessor until executed and delivered by Lessee and executed by Lessor.
NOTICE OF ASSIGNMENT LETTER
April 19, 2011
City of Corpus Christi
1201 Leopard
Corpus Christi, TX 78469 -9277
Re: That certain Schedule No. 2 between Austin Ribbon & Computer Supplies, Inc. (the "Lessor") and the City of Corpus Christi (the "Lessee ")
as assigned to ePlus Group, inc. (the "Assignee ") under the terms and conditions of Appendix D to DIR Contract No. DIR -SDD -9032
between Datalux Corporation and the State of Texas, acting by and through the Department of Information Resources.
Please be advised that pursuant to the Contract, Austin Ribbon & Computer Services, Inc. is assigning all of its right, title and interest in, to and
under the Contract, the Equipment and all payments (including thirty-seven (37) Rent payments in the amount of $517.86, beginning with the 1st
payment due June 1, 2011) due there under to:
Austin Ribbon & Computer Supplies, Inc.
c/o ePlus Group, inc.
Any payment hereunder made to Lessor shall be paid to Lessor in trust for Assignee and, as such, shall not be property of Lessor, and in the
event of a bankruptcy of Lessor, shall not be an Equipment or property of Lessor's estate
All Rent and other payments to be paid under this Schedule shall be invoiced by the Assignee and paid by Lessee directly to the Assignee as
set forth below or as otherwise directed in writing by the Assignee. The below remit to address cannot be changed and the payments assigned
hereunder cannot be re- directed without the express written consent of the Assignee.
All payments are to be sent directly to:
Post Office Box 92458
Cleveland, OH 44993
All notices in connection with the Contract are to be sent directly to:
ePlus Group, inc.
Attn: Contracts Department
13595 Dulles Technology Drive
Herndon, VA 20171
Lessor hereby grants to Assignee a limited power of attorney for Assignee to deposit checks made in Lessor's name with respect to any
payment due under this Schedule
Furthermore, without the prior written consent of Assignee, which shall not be unreasonably withheld, neither the Lessor nor Lessee shall assign,
sublease, transfer, pledge or hypothecate the Notice of Assignment or any interest.
We request that this Notice of Assignment be acknowledged by signing in the space provided below and returning an original document to us.
Sincerely, ACKNOWLEDGED A D: 0 1ng-
Austin Ribbon Computer Supplies, Inc. City of us risti
C
By:
Name: van Name 0 lS��
Title: re e V1.± Title:
Date: IU Date: j y f, - Z () ( t
ACKNOWLEDGED AND AGREED:
ePlus Group, inc,
By:
Name:
Title:
Date:
NOTICE OF ASSIGNMENT LETTER
April 19, 2011
City of Corpus Christi
1201 Leopard
Corpus Christi, TX 78469 -9277
Re: That certain Schedule No. 2 between Austin Ribbon & Computer Supplies, Inc. (the "Lessor") and the City of Corpus Christi (the "Lessee ")
as assigned to ePius Group, Inc. (the "Assignee ") under the terms and conditions of Appendix D to DIR Contract No. DIR -SDD -1032
between Datalux Corporation and the State of Texas, acting by and through the Department of Information Resources.
Please be advised that pursuant to the Contract, Austin Ribbon & Computer Services, Inc. is assigning all of its right, title and interest in, to and
under the Contract, the Equipment and all payments (including thirty -seven (37) Rent payments in the amount of $517.86, beginning with the 1st
payment due June 1, 2011) due there under to:
Austin Ribbon & Computer Supplies, Inc.
c/o ePlus Group, Inc.
Any payment hereunder made to Lessor shall be paid to Lessor in trust for Assignee and, as such, shall not be property of Lessor, and in the
event of a bankruptcy of Lessor, shall not be an Equipment or property of Lessor's estate
All Rent and other payments to be paid under this Schedule shall be invoiced by the Assignee and paid by Lessee directly to the Assignee as
set forth below or as otherwise directed in writing by the Assignee. The below remit to address cannot be changed and the payments assigned
hereunder cannot be re- directed without the express written consent of the Assignee,
All payments are to be sent directly to:
Post Office Box 92458
Cleveland, OH 44193
All notices in connection with the Contract are to be sent directly to:
ePius Group, Inc.
Aftn: Contracts Department
13595 Dulles Technology Drive
Herndon, VA 20171
Lessor hereby grants to Assignee a limited power of attorney for Assignee to deposit checks made in Lessor's name with respect to any
payment due under this Schedule
Furthermore, without the prior written consent of Assignee, which shall not be unreasonably withheld, neither the Lessor nor Lessee shall assign,
sublease, transfer, pledge or hypothecate the Notice of Assignment or any interest.
We request that this Notice of Assignment be acknowledged by signing in the space provided below and returning an original document to us.
Sincerely, ACKNOWLEDGED AND AGREED:
Austin Ribbon & Computer Supplies, Inc. City of Corpus Christi
By:
Name:
By:
Name:
Title: Title:
Date: Date:
ACKNOWL DG D AND AGREED:
Plus Gro p,inc
eBy: c
Name: °
Title:_
uv
Date:
REQUEST FOR. INSURANCE
in accordance with Section 19 of Exhibit D to:.the Contract we.: have agreed; and instructed the insurance agent named below
(please fill in name, address, 'etc.), to provide and .nnalmain f4l;Lin3uran'ce. coverage taT the Asset( s). per the terms of the
Agreement.
INSURANCE COMPANY:
• # # RE S S
POLICY ...
CONTACT: �
"f.FLEPHONl o ,
Please issue:
A. An Insurance Cettificate.with Liability Coverage in the: amount of $ 1;000 total liability. per.accurrance naming.
oplus Group, inc: and its assignees) as Certificate bolder and addid6nd insured at the address listed below:
ePius Group, ine..and its. assignee(s)
1.3593 Dulles Technology Drive
AernO% VA 20171
B. Evidence of Property insurance in the form of a Certificate of Insurance and Long Form Loss Payable Clause with the
following statement:
"ePius Group, ine. and. assignees) r€re ineluded as Loss Payee nnd.Additional
Insured in an amount not less than the Stipulated :Loss 'Values of the leased
iEquipment.underSchedule. No. 2 to Appendix:D =to DIR Contract No. D.IWSDD-
1032 ".
C. A certificate noting this coverage, with a 30 day notice of cancellation or non - renewal clause should be sent to eplus
(Troup, inc., to the attentionot INSURANCE CZ3C1;{tRINATOIt.
The Certificate(s) must reference Appendix D to DIR Contract No. DIR -,SDD -1032 and Schedule: No. 2 and extend for
the term of the Schedule.
City of Co us Christi
BY:
TfTLE:
Please fax this informotion to your Insurance carrier and forwar&a. copy of this forrn to oFlius Group, Inc. with the
other documentation,
CERTIFICATE OF ACCEPTANCE
Certificate of Acceptance under Schedule No. 2 dated as of April 19, 2011 to Appendix D to DIR Contract No. DIR -SDD-
1032 (collectively, the "Contract') between Austin Ribbon & Computer Supplies, Inc. ( "Lessor ") and City of Corpus Christi
( "Lessee ").
1. Equipment. The Lessee hereby certifies that the Equipment set forth and described in the above mentioned Schedule
have been delivered to the location(s) set forth in the Schedule, inspected by the Lessee, found to be in good order and
accepted, all on the Date of Acceptance set forth below:
Date of Acceptance: June 1. 2011
2. Representations by the Lessee. The Lessee hereby represents and warrants to the Lessor and any Assignees that on
the Date of Acceptance set forth above:
(a) the representations and warranties of the Lessee set forth in the Lease are true and correct in all material respects as
though made on and as of such Date of Acceptance; (b) the Lessee has satisfied or complied with all requirements set
forth in the Lease to be satisfied or complied with on or prior to such Date of Acceptance; (c) no Default or Event of
Default under this Lease has occurred and is continuing on such Date of Acceptance; and (d) the Equipment are insured
in accordance with the provisions of Section 19 of Appendix D to the Contract.
LESSEE: City of rpus Chr ti
BY
NAME Zo -KU L , O ( 5�'
TITLE 4
INCUMBENCY CERTIFICATE of ASSISTANT CITY MANAGER
I, Armando Chapa, do hereby certify that I am the authorized City Secretary for the City of Corpus
Christi, Texas ( "Lessee "). The person whose name and title appears below is the authorized officer or
representative of the City of Corpus Christi and holds on the date of this certificate and on the date of
execution of the Contract (hereinafter defined) the position(s) set opposite his or her respective name.
Such officer or representative is authorized to execute and deliver any equipment lease agreement
schedule between the City of Corpus Christi and Austin Ribbon and Computer Services, In., as well as all
other documents and instruments (all agreements, documents, and instruments shall collectively be
ref6rr- to as.the "contract ") in connection therewith.
r
a iN WITLESS,WWDREOF, I set my hand and the seal of the Lessee this day of J f &, 2011.
i j l
d s ` (deal) ,. ;?? JJJJJJ - 1;' Signature _
Armando Chapa, City Secretary
NAME TITLE SIGNATU�i5-
RonAd L.. 0 16o Assistant City Manager