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Item D40 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: February 19,2003 Division: Management Services Bulk Item: Yes x No Department: Technical Services AGENDA ITEM 'VORDING: Approval of Special Service Arrangement Agreement with Insight Global Finance, Inc. to replace existing visual control system at .Marathon EOe. The Board of County Commissioners may dispense with the bidding provisions of the ordinance and contract directly for services, goods or Public Works in the case of an emergency. An interruption in the delivery of an essential governmental service. Request of approval of this item includes a request for County Commission to waive county policies that county contracts shall have a limitation on liability in statutory amount ($200,000.00). ITEM BACKGROUND: This agreement will eliminate the costly repairs and annual support costs associated with the 11 year old facility. PREVIOUS RELEVANT BOeC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A ST AFF RECOMMENDATIONS: Approval TOT AL COST: $47,670.03--/5 years BUDGETED: X Yes No COST TO COUNTY: $47,670.03 REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty ~ OMB/Purchasing X_ Risk t0anagement X_ DEPARTMENT DIRECTOR APPROVAL: ~rfd &7((/(1/""(\.1 (p{J Todd Erickson I \. DIVISION DIRECTOR APPROVAL: cy.1:"~L~ C;C~;L-~A) Sheila Barker DOCUMENTATION: Included x To Follow Not Required AGENDA ITEM # c-'2) 4/t::J / DISPOSITION: Revised 2/270 I MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Insight Global Contract # - Effective Date: February 19,2003 Expiration Date: February 19,2008 Contract Purpose/Description: To repair existing audio visual control system and Marathon EOC. Contract Manager: Lisa Druckemiller 5100 Technical Services/5B (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 02/19/03 Agenda Deadline: 02/05/03 CONTRACT COSTS Total Dollar Value of Contract: $ 47,670.03 Budgeted? Yescg] No 0 Account Codes: Grant: $ County Match: $ Current Year Portion: $ 001-06002-530-440- 8,752.23 ADDITIONAL COSTS Estimated Ongoing Costs: $11,669.64/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Date In Changes Needed " /!~'ReView r , YesONo~/W~A.~U YesO No~~A YesONog/ 0~~[ 0 du~~~ YesONorr ~~ Division Director Risk Management J /->/0) O.M.B.lPurchasing County Attorney ~/ 103 Comments: OMB Form Revised 2/27/01 Mep #2 Date Out ~/C23 2/r/o 5 ADDENDUM TO MUNICIPAL MASTER LEASE AGREEMENT This Addendum To Municipal Master Lease Agreement forms and is made a part of that certain Municipal Master Lease Agreement between Insight Global Finance, Inc. and County of Monroe dated , _' Capitalized terms used herein but not defined herein will have the same meaning given to them in the Municipal Master Lease Agreement. With regards to Section(s): 7. This section is deleted in its entirety. A new section 17. is added as follows: "17. ETHICS CLAUSE: Contractor warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover; the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." A new section 18. is added as follows: "18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TVVO for a period of 36 months from the date of being placed on the convicted vendor list." All other terms and conditions of the Municipal Master Lease Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Municipal Master Lease Agreement on , 2003. Insight Global Finance, Inc. County of Monroe By: By: Title: Title: February 3, 2003 Insight Global Finance, Inc. 444 Scott Drive Bloomingdale,lL 60108 Attention: Ron Taucher Re: Attached Lease No. (the "Lease") Ladies and Gentlemen: I am legal counsel for Monroe County (Lessee), and I am familiar with the above-referenced Lease by and between the Lessee and Insight Global Finance, Inc. ("company"). Based upon my examination of the Lease, the information statement(s) required for purposes of Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code") and such other documents, records and papers as I deem to be relevant and necessary as the basis for my opinion set forth below, it is my opinion that: 1. The Lessee is a State or a political subdivision thereof, as those terms are used in Section 103 of the Code, and is authorized by the applicable Constitution and laws to enter into the transaction(s) contemplated by the Lease and to carry out its obligations thereunder. 2. Lessee's obligation(s) under the Lease is a State or local bond within the meaning of Section 103 of the Code. 3. The Lease and other related documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements enforceable against Lessee in accordance with its terms. 4. No further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or the performance by the Lessee of the Lease and the transaction(s) contemplated hereby. 5. The entering into and performance of the Lease and other related documents will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument or agreement binding upon Lessee or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or the Equipment (as defined in the Lease), other than those created by the Lease. 6. There are no actions, suits or proceedings pending or threatened against or affecting the Lessee in any court or before any governmental commission, board or authority that, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligation(s) under the Agreement. 7. The Equipment is tangible personal property and, when subject to use by the Lessee, will not be or become a fixture or real property under the laws of the state where the equipment is being used by the Lessee. 8. All required public bidding procedures regarding an award to your company of the transaction(s) contemplated under the Lease have been properly and completely followed by the Lessee. 9. The Lessee shall be the only entity to own, operate and use the Equipment during the Term (as defined in the Lease), 10. The Lease does not constitute, and is not expected to become. an arbitrage bond within the meaning of Section 148 of the Code 0' a private act;v;ly bond w;th;n the mean;ng ot Section 141 ot the COd.e ~ // //#-_ ~y~ ~LLdk./J~ By: C;u7..anne A. ~ ...1+0 VI Title: A S~ ; 5 +0 Vlt CO(Jf"~ A7i-cr t1 e'( Date: Q I 05/0'j I I , .... Insight Global Finance, Inc. DEAR CUSTOMER: This Master Lease Agreement ("Master Lease") contains the tenns of your agreement with us. The words You. Your and Lessee mean you, our customer. The words We, Us, Our and the Lessor, mean us. Insight Global Finance, Inc. I. EQUIPMENT LEASED: We agree to lease to you and you agree to lease from us the equipment ("Equipmen!") idcntilied in the equipment schedulers) ("Schedule") executed in accordance with this Master Lease. Each Schedule shall incorporate the tenns and conditions of this Master Lease. and shall include such other tenns as we shall agree upon. Each Schedule is a sepamte lease. independent of all other Schedules. In the event of a contlict between this Master Lease and the tenns of a Schedule. the tenns of the Schedule shall control. The word "Lease" when used in this :'vI aster Lease shall mean this Master Lease and respective Schedulers). 2. TERM, RENT, & PURCHASE ORDER: This Master Lease shall begin on the date set forth above and shall continue in effect so long as any Schedule remains in elTect. You promise to make all payments due under the Lease according to the tenns set forth in the Schedule. You agree that this Lease is a net lease which may not be tenninated or canceled; that. except as provided in Section IS, you have an unconditional obligation to make all payments due under the Lease, and that you may not withhold. set off or reduce such payments for any reason. You authorize us to purchase the Equipment from supplier ("Supplier"). You will arrange for the delivery of the Equipment. When you receive the Equipment. you agree to inspect it to detennine ifil is in good working order. 3. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER. ASS[GN OR SUBLEASE THE EQUIPMENT OR THIS LEASE. We may sell. assign or transfer all or any part of this Lease and/or the Equipment. During the tenn of this Master Lease, Lessee shall keep. or cause to be kept. a complete and accurate record of all such assignments in fonn necessary to comply with Section 149 of the Internal Revenue Code 1986. as amended (the "Code"). For this purpose, Lessee appoints Lessor to act as its registration agent, which appointment Lessor hereby accepts. Lessor agrees on Lessee's behalf to maintain records of all assignments, Lessee agrees. if so requested, to acknowledge each such assignment in writing within 15 days after request therefor. but such acknowledgement shall in no way be deemed necessary to make any assignment etTective. The new Lessor will have the same rights that we have, but will not have to perfonn any of our obligations. You agree that you will not assert against the new Lessor any claims, defenses or set,ofts that you may have against us. 4. WARRANTY: The Equipment covered by this Lease is covered by the limited warranties in effect at the time the Equipment is delivered, on standard tenns and conditions supplied with each shipment of Equipment and which are incorporated herein by this reference, 5. TAXES, MAINTENANCE, & INSPECTION: The parties to Lease contemplate that the Equipment will be used for your governmental or proprietary purpose and. therefore. that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. Nevertheless, if the use. possession or acquisition of the Equipment is detennined to be subject to taxation, you shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment. You agree to use. operate and maintain the Equipment in accordance with all laws, regulations and ordinances and in accordance with the provision of any policies of insurance covering the Equipment. You agree to keep the Equipment in good repair. working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter. and to pennit us or our assigns to inspect the Equipment at any time and to otherwise protect its interests therein. You shall use the Equipment in a careful and proper manner and only for the purpose contemplated by the manulacturer. 6. LOSS OR DAMAGE; INSURANCE: You are responsible for any loss, theft or destruction ol~ or damage to, the Equipment (collectively "Loss") from any cause. whether or not insured, until the Equipment is delivered to us at the end of this Lease. You are required to make all lease payments even if there is a Loss, You must notify us in writing immediately of any Loss, You agree to keep the Equipment insured lor its full replacement value against any type of Loss. and name us as loss payee until the Lease is paid in full, If Lessee is self-insured with respect to the Equipment, Lessee shall maintain during the tenn of this Master Lease an actuarially sound selt:insurance program in lonn satisfactory to Lessor and shall provide evidence thereof in lonn and substance satislactory to Lessor. 7. LATE CHARGES: If any payment is not made when due. you agree to pay a late charge at the mte of ten percent (10%) of such late payment and each month thereatier, and a linance charge of 1.33% on any unpaid delinquent balance, but in no event greater than the maximum interest rate allowable under applicable law. 8. SECURITY INTEREST: You gmnt us a security interest constituting a first lien on the Equipment (including any replacements, substitutions, additions. attaehments and proceeds). You will deliver to us signed linancing statements or other documents we request in order to perfect our security interest in the Equipment. You appoint us or our agent as attorney in lact to execute, deliver and record t1nancing statements on your behalf. 9. DEFAUL T: Each of the lollowing is a "Dctaul!" under this Master Lease; (a) you fail to pay any lease payment or any other payment when due, (b) you do not perfonn any of your other obligations under this Lease or in any other agreement with us and this lailure continues lor 10 days after we have notitled you of it, (c) you become insolvent, you dissolve or are dissolved, you lail to pay your debts as they mature, you assign your assets lor the benetit of your creditors, or you enter (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, (d) any certitlcate. statement, representation. warranty or audit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee proves to have been lalse in any material respect at the time as of which the tacts therein set torth were stated or certilied or (e) by Lessee having omitted any substantial contingent or unliquidated liability or claim against Lessee. to. RE:\-IEDIES: If a Default occurs, we may do one or more of the t{lllowing; (a) we may cancel or tenninate this Lease or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay us all lease payments due or to become due with respect to any or all Leases during the fiscal year in which the Detault occurs. whereupon such lease payments shall be immediately due and payable; (c) we may require you to deliver the Equipment to us as set forth in Section 16; (d) we or our agent may peacefully repossess the Equipment without court order and you will not make any claims against us for damages or trespass or any other reason; and (c) we may exercise any other right or rerriedy available at law or in equity. You agree to pay all of our costs of enforcing our rights against YOll, including reasonable attorneys' fees and costs. If we take possession of the Equipment. 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 Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, 10 days notice shall constitute reasonable notice. You will remain responsible tilr any amounts that arc due atier we have applied such net proceeds. All our remedies are cumulative and are in addition to any other remedies provided I(lr by law and may be exercised either concurrently or sepamtely. Any failure or delay by us to exercise any right shall not opemte as a waiver of that right. any other rights or future rights or the right to modily the tenns of this Lease. II. CL:RRE:'iT EXPE~SE: The obligations of Lessee, including its obligation to pay the lease payments due in any fiscal year during the tenn or a Lease. shall constllute a current ,-,x pense of Lessee I()r such liscal year and shall not constitute an indebtedness of Lessee within the meaning of the constitution and laws or the state in which Lessee is located. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys lother than mon.:ys lawfully appropriated from time to time hy or !,'r the benetits of Lessee for this Master Lease) to the payment of any lease payments du.: under a Lease. 12. INDEMNIFICATION: You are responsible for and agree to indemnity and hold us harmless from any and all (a) losses. damages. penalties. claims. suits and a.:tions (collectively "Claims"). caused by or related to the installation. ownership. use. lease. or possession of the Equipment and (b) all costs and attorneys' fees inculTed by us relating to any Claim. You agree to reimburse us for and if we request, to defend us at your own cost and expense. against any Claims. You agree that your ohligations under this Section 12 shall survive the termination of this Lease. 13, MISCELLANEOUS: (a) Choice of Law. This Lease shall be governed by the laws of the State of the Lessee (without regard to the contlict oflaw principles of such stat.:). (b) Entire Agreement. The Lease constitutes the entire agreement between you and us and supersedes all prior agreements, negotiations and purchase orders. (c) Enforceability. If any provision of this Lease is unenforceable, illegal or invalid. the remaining provisions shall continue to be effective. (d) Amendment. This Lease may not be moditied or amended except in writing signed by you and us. You agree however, that we are authorized, without notice to you. to supply missing information or correct obvious errors in the Lease. (e) Usury. It is the express intent of both of us not to violate any applicable usuty laws or to exceed the maximum amount of interest permitted to be charged or collected by applicable law, and any excess payment as determined by coun order. will be applied to the lease payments in inverse order of maturity. and any remaining excess will be refunded to you. (t) Notice. All notices shall be in writing and shall be delivered to the appropriate pany personally. by private courier, by tacsimile transmission or by mail, postage prepaid. at its address shown herein or to such other address as directed in writing by such pany. l.t. TITLE; LOCATION: We are the owner of the Equipment. Legal title of the Equipment shall be with us. You agree to keep the Equipment tree trom liens and encumbrances, You agree that this is a true lease, however, if this transaction is deemed to be a lease intended tor security, you grant us a security interest in the Equipment (including any replacements, substitutions. additions. attachments and proceeds). You agree to deliver to us signed financing statements or other documents that we request to protect our interests in the Equipment. You will keep and use the Equipment only at the address set tanh above. You may not move the Equipment without our prior written consent. 15. NON-APPROPRIATION: Lessor and Lessee agree that in the event that prior to the commencement of any of your tiscal years you do not have sufficient funds appropriated to make the payments due under a Lease tor said fiscal year. you shall have the option of terminating such Lease as of the date of commencement of such tiscal year by giving us sixty (60) days prior written notice of your intent to cancel such Lease. You covenant and represent to us that (a) you will, to the ext.:nt pennitted by law include in your budget for each successive fiscal year during the tenn of each Lease a sufficient amount to permit you to discharge all of your obligations under such Lease. (b) you have budgeted and have available tor the current fiscal year sutlicient funds to comply with your obligations under each L.:ase and (c) there are no circumstances presently affecting you that could reasonably be expected to adversely affect your ability to budget funds for the payment of sums due under each Lease. No later than the last day of the fiscal year tor which appropriations were made for the payments due under the Lease, you shall return to us all. but not less than all, of the Equipment covered by the affected Lease, at your sole expense. 16. PURCHASE OPTION: You are h.:reby granted the option to purchase the Equipment subject to this Lease in whole but not in pan "as is" and "where is", prior to the scheduled payment of the lease payments due under such Lease, on any lease payment date at a price equal to the purchase option priee shown for lease payment date on which such purchase is to be effective under the column entitled "Purchase Option Price" in the applicable Schedule, plus all other payments then due or past due hereunder, To exercise this purchase option. you shall give us irrevocable written notice of your intention to exercise such option and designating the lease payment date on which such purchase is to be effective, which notice shall be delivered to us at least thiny (30) days in advance of the proposed purchase date. We shall then promptly intonn you of the Purchase Option Price to be paid on the lease payment date selected by you which Purchase Option Price may include other payments due hereunder, and may be modified to rellect payments arising atler the date we so inform you. The purchase option herein granted may be exercised by you whether or not one or more Defaults have occurred and are then continuing at the time of such exercise; provided. however. that the purchase of the Equipment upon the exercise of such option during the continuance of a Default shall not limit. reduce or otherwise atfect liabilities or obligations that you may have incurred as a result of such Detault. On receipt of the applicable Purchase Option Price in good funds. the applicable Lease shall terminate and we shall deliver to the you such deeds. tennination statements, bills of sale and other documents and instruments as you shall reasonably require to evidence the transfer of all right. title and interest of us in such Equipment to you "as is" and "where is", without warranty, express or implied, except that we shall warrant that such Equipment is tree and clear of all liens created by us. ACCEPTANCE (Lessee) Insight Global Finance, Inc. (Lessor) Customer Legal Name Address City State_ Zip By' X Date By: X Date Print '.;ame: Title: Print Name: Title: fAX EXECUTION: A fax V.:rsiOll of this Lease when received by us shall be binding on you tor all purposes as if originally signed, However, the Lease shall only become effective and binding against us when originally signed by us in our corporate office. You agree that the only version of the Lease that is the original for all purpos.:s is the version containing your tax signature and our original signature, [I' you dect to sign and tr,lI1smit a Lease by lax. you waive notice of our acceptance of this L.:ase and receipt ofa copy of the originally signed Lease. APPROVED AS TO FORM 'JAL SUFF' , ~-j .: EQUIPMENT SCHEDULE # _ TO MUNICIPAL LVIASTER LEASE AGREELVIENT # _ Insight Global Finance, Inc. Number of Monthly Payments CJ Monthly Payment * 1$ Purchase 1$ Option . Equipment Description (~Equipmellt") *Plus applicable taxes to be billed Quantity Description Model Serial # Equipment Location if different from billing address City State Zip_ DE..\RCLlENT: This Schedule incorporates the terms and conditions of the Master Lease referred to above, This Schedule is a separate lease, independent of all other schedules. All capitalized words used in this Schedule shall have the same meanings as used in the Master Lease. The Master Lease and this Schedule contain the tenns of your agreement with us. Please read them carefully and feel free to ask us any questions. l. EQUIPMENT, TERM, RENT, & FEES: We agree to finance the Equipment described above for the number of months and monthly lease payment ('"Monthly Payment") shown above. Each such Monthly Payment shall be comprised of principal and interest components. This Schedule will commence on the date that any of the Equipment is delivered to you ("Commencement Date"). Your tirst Monthly Payment is due 30 days from the Commencement Date, and your remaining Monthly Payments shall be due on the same day of each subsequent month until you have paid all the Monthly Payments due under this Schedule. You authorize us to adjust your Monthly Payment and the equipment description for this Schedule upon confirmation from Supplier that you have ordered additional equipment within the tirst 30 days atier the Commencement Date, provided that the cost of such additional equipment does not exceed 20% of the cost of the original Equipment. You agree to pay us a documentation fee of S49.00 each time you execute a schedule or several schedules simultaneously. 2. FAX EXECUTION: A tax version of this Schedule when received by us shall be binding on you tor all purposes as if originally signed. However, the Schedule shall only become effective and binding against us when originally signed by us in our corporate ollice. You agree that the only version of the Schedule that is the original for all purposes is the version containing your lax and our original signature. If you elect to sign and transmit a Schedule by tax, you waive notice of our acceptance of this Schedule and receipt of a copy of the originally signed Schedule, 3. LESSEE REPRESENTATIONS: By signing this Schedule you contirm that (a) the Equipment will be used for the purpose of pertorming one or more governmental or proprietal)' functions of Lessee, (b) you have authorized LlS to obtain information concerning your credit standing from any credit bureau, reference, or any other person, and (c) you are not in default under the Master Lease as of the date of this Schedule. ( Lessee) Insight Global Finance, Inc. (Lessor) Customer Legal Name Address By: X City State_ Zip Title: By: X Date Print Name: Print '\;al11e: ,1')QOVED AS TO FORt'A T"k . . "';:{;;'. ~( ~~ (-,' . ~:;'~lNf A H:jTTC~i " JIt)'/r.3 Date: DELIVERY AND ACCEPTANCE RECEIPT LEASE NO.: Lessee: Lessee certifies that the equipment covered by this Lease has been delivered, inspected, installed, is in good working condition, and is, therefore, accepted for purposes of the Lease. We request that the Lessor pay the vendor for the equipment and we understand that rental payments will commence. X (Authorized Lessee Signature) (Title and Date)