HomeMy WebLinkAboutexhibit -agreement-2Support Services Addendum
Attachment 4
UNISYS Support Services Addendum
Agreement Number
This Addendum amends the agreement referenced above by the Agreement Number (the "Agreement"), and applies to: (a) all orders for
Support Services accepted with this Addendum or subsequently accepted under the Agreement, and (b) existing orders for Support Services
under the Agreement upon expiration of the then -current term. Only definitions, descriptions and levels of this Addendum will apply to these
Services. The terms of this Addendum will control over any contradictions with terms of the Agreement. Except as defined in this Addendum, all
capitalized terms shall have the meaning used in the Agreement.
Section A. Definitions
Principal Period of Maintenance ("PPM") means 8:00 AM to 5:00 PM,
Client's local time, Monday through Friday excluding Unisys designated
holidays.
7 X 24 means seven. (7) days per week,. twenty-four (24) hours per day
;including Unisys designated holidays,,
Next Business Day INBD) Service means Unisys will make every
reasonable effort to respond to Client's request for on -site Support
Services received during a PPM no later than the close of business of the
next PPM.
4 Hour Response (4HR) means that if Client is located within a Primary
Service City, Unisys will make every reasonable effort to respond to
Client's requests for on -site Support Services within four (4) hours.
Response is measured, during the Client's contracted hours of coverage,
from the time that Unisys receives the request for service from Client until
Unisys arrives at Client's site.
2 Hour Response (2HR) means that if Client is located within a Primary
Service City, Unisys will make every reasonable effort to respond to the
Client's request for on -site Support Services within two (2) hours.
Response is measured from the lime that Unisys receives the request for
service from Client until Unisys arrives at Client's site.
Off Hours means all contracted hours of Support Services other than the
PPM.
Primary Service City means an area which includes a 50-mile (80-
kilometer in Canada) radius from the center of a Unisys designated
Primary Service City. If Unisys moves its Primary Service City or Client
relocates its site so that Client's site is no longer within a 50-mile (80-
kilometer in Canada) radius from the center of a Unisys Primary Service
City, Unisys reserves the right to adjust 2HR and 4HR or to change the
contracted Service Level.
Failed Unit means a unit of equipment enrolled under Support Services,
which is identified by Client as not in working order and deemed eligible
by Unisys for exchange.
Exchange Unit means new, repaired, or previously used equipment in
working order that Unisys conveys to Client as a replacement for a Failed
Unit. The Failed Unit will become the property of Unisys upon Client's
receipt of the Exchange Unit or, if later, upon receipt of the Failed Unit by
Unisys. Client warrants that title to the Failed Unit and Unisys warrants
that title to the Exchange Unit will be free and clear of all claims, liens,
and encumbrances including security interests.
Service Levels mean various groupings of the Services Elements described in
Section B.
Installation Date means the date Unisys completes installation (as determined
by Unisys) or, it equipment or software. is to be installed by the Client, the tenth
day fallowing shipment..:
-invoicing Options means various billing intervals,for services provided to
Client. Unisys will bill Client for Support Services in advance on an annual
basis. For Clients who have an invoice total of monthly charges greater than
$1,000 the Client may select as an option, quarterly billing. For Clients who
have an invoice total o1 monthly charges greater than $2,500, the Client may
select, as an option, quarterly or monthly billing. Unisys will bill Clients using
its standard invoicing formats. Custom invoicing options and formats and
payment periods may be available from Unisys for an additional charge.
Initial Term of Services means that unless specified otherwise on the
Schedule or in the Agreement, the Initial Term for Support Services will be
twelve (12) months and will start on the later of the Installation Date of the
applicable Products or the date Unisys accepts an order for Support Services
("Commencement Date of Service"). Except as specified in Section C of this
Addendum, Products subsequently added to a system already enrolled under
Support Services must be enrolled at the same Service Level as the system to
which it is attached. Unless otherwise specified on the Schedule, the Initial
Term of Support Services for Products subsequently enrolled under Support
Services will end with the applicable term of Support Services for those
previously enrolled Products and, for purposes of changes to Support Services
charges, will be deemed to have the same anniversary of the Commencement
Date of Services as those previously enrolled Products. Following the initial
Term, Support Services will continue on an annual renewal basis at Unisys
then -current prices until terminated or canceled according to the terms of the
Agreement. Unisys may increase Support Services charges on each
anniversary of the Commencement Date of Service upon ninety (90) days prior
written notice to Client.
Unisys may charge Client lime and material rates for service on Products that
are not identified by the manufacturer's style and model number on the
Schedule or for service on enrolled Products that are outside the scope of the
contracted services. Unisys may modify Service Elements, Service Plans or
discontinue Support Services for Products upon at least ninety (90) days prior
notice via written notification or posting by Unisys at its support website:
www,service.unisys,com, If Client does not want to continue receiving the
Support Services under such changed terms, Client may end contracted
Support Services by giving Unisys written notice no later than thirty (30) days
prior to the end of this ninety (90) day period and Unisys will refund any
unearned payments for the Support Services.
Section B. Description of Service Elements
Equipment On -Call Remedial Maintenance includes on -site repair or
Exchange Unit service of equipment, at Unisys option, if a problem
remains unresolved after Client has utilized Support Center Services as
prescribed. Replacements for certain failed components such as
keyboards, mice, or other plug-in assemblies designated by Unisys may,
at Unisys option, be shipped directly to Client for Client installation,
Mall -In Service allows Client, at its expense and risk, to ship a Failed Unit
to the Unisys designated location. Within seven (7) business days of
receipt, Unisys will, at its option, either repair the Failed Unit or give Client
an Exchange Unit.
Advance Exchange Service allows Client to notify Unisys of a Failed Unit
enrolled in Support Services. Upon notification, Unisys will ship an Exchange
Unit to the Client using a next day delivery service. Client will install the
Exchange Unit and, at its expense and risk, ship the Failed Unit to Unisys
within fourteen (14) days after Client's receipt of the Exchange Unit. Client
agrees to pay Unisys an additional fee, as determined by Unisys, if Client fails
to return Failed Unit within fourteen (14) days of Client's receipt of Exchange
Unit. Advance Exchange Service is limited to selected equipment.
Equipment Maintenance Parts are parts required for Product repairs made
by Unisys personnel. NBD, 2HR and 4HR do not apply to Parts availability.
1 of 3
4305 4940-003 (10/03}
Essential Engineering Changes are changes released by Unisys for
safety purposes .or changes Unisys determines are essential to the
performance of equipment. Changes will be installed al a mutually
acceptable time during the applicable hours of contracted coverage. For
non Unisys equipment, Unisys will install Essential Engineering Changes
(a) based upon the availability of required materials at no cost to Unisys,
and (b) at current hourly labor charges.
Electronic Call Home Support allows Unisys Support Centers to receive
system data from Client and perform remote failure analysis. Client will
supply the equipment, software, and communication facilities to use the
Electronic Call Home Support capabilities of the Product as outlined in the
Unisys product support plan. If Client does not permit Unisys to use
Electronic Call Home Support as defined in the Product's support plan,
Client agrees to pay additional charges for Support Services as
determined by Unisys. Electronic Call Home Support is limited to selected
products,
Equipment Preventive Maintenance, including the Installation of
engineering changes deemed appropriate by Unisys, will be performed at
Client's location according to the manufacturer's recommendations at a
mutually acceptable time during the applicable hours of contracted
coverage.
Support Center Service provides assistance by electronic or voice
communication during the PPM on operating the Products, identifying
Product errors or malfunctions and advising on known detours, reporting
software problems via a User Communication Form (UCF), and
determining the need for on -call remedial service. Support Center
Services during Off Hours consist of expediting response to network down
and system emergencies. Some non Unisys Products are not eligible for
this service. Certain software products may require Unisys Ambassador
Service in order to receive Support Services, Unisys Ambassador Service
is described in a separate document and is billed separately from Support
Services.
User Communication Service provides for reporting of suspected Product
errors or malfunctions or suggested new feature changes. Unisys will make
reasonable efforts to provide detours or corrections for Unisys Products or non
Unisys Products if available to Unisys at no additional charge from the vendor.
Client will install all error corrections. User Communication Service and UCF
submissions are available only for Products for which Unisys is then currently
providing development center support (also called engineering support).
Software Maintenance Release Service provides error corrections and
maintenance releases that Unisys develops or provides for currently supported
Software level(s). Unisys licenses these releases only for use on the
designated computer system(s) under the applicable license agreement. Client
will install all applicable error corrections and maintenance releases. Certain
software products may require Unisys Subscription Service in order to receive
Software Maintenance Release Service.
Electronic Support Service provides Client with access to an Internet web
site to place Product service requests, to obtain information on known errors
andcorrections, and to receive information on Unisys products and .services...
Software On• Call Support • provide§ software support at the Client's site if
Unisys determines that a Software Product problem remains unresolved and
on -site assistance is required, after Client has used Support Center Services
as prescribed. Desktop and selected non Unisys software Products are not
eligible for Software On -Call Support.
Systems Operations Review provides an annual meeting, at a time mutually
agreed to between Unisys and Client, to conduct a computer systems
operation review. Client is responsible for scheduling the meeting. This service
applies to systems designated by Unisys as enterprise servers or mainframes.
Support Center Response Commitment (available only during the PPM)
provides electronic or voice response by Unisys to Client's declared
emergencies no later than one (1) hour after receipt of Client's request for
service at the Support Center designated by Unisys.
Section C. Service Level Descriptions
The following describes the six Service Levels and the Service Elements included in each of the Service Levels. Not all Service Elements and
Service Levels are available for all Products. Refer to Descriptions of Service Elements for additional details. individual Service
Elements contained in a higher Service Level than contracted are provided at Client request, as available, at then -current Unisys conditions
and charges. All hardware and software Products within a system configuration must be enrolled under the same Service Level except for
desktop and network products and application software.
Service Levels — Hardware Support Services
Service Elements
1
Mail -In
2
Advanced
Exchange
3
Standard
PPM
4
Standard
PPM
5
Business
Critical 7X24
6
Business
Critical 7X24
Equipment On -Call Remedial Maintenance Service
NBD
4HR
4HR
2HR
Mall -In Service
X
Advance Exchange Service
X
Equipment Maintenance Parts
X
X
X
X
X
X
Essential Engineering Changes
X
X
X
X
X
X
Electronic Call Home Support
X
X
X
X
Equipment Preventive Maintenance
L X
X
X
X
Service Levels — Software Support Services
Service Elements
1
2
3
4
5
6
Support Center Service
X
X
X
X
X
X
User Communication Service
X
X
X
X
X
X
Software Maintenance Release Service
X
X
X
X
X
X
Electronic Support Service
X
X
X
X
X
X
Software On -Call Support (7/24)
X
X _
Systems Operations Review
X
X
Support Center Response Commitment
X
2 of 3
4305 4940-003 (10103)
Section D. Desktop Support Services
The additional Support Services terms and conditions listed in this Section
D apply only to Desktop Equipment listed on the Support Services
Schedule(s) for Desktop Equipment ("Desktop Schedule"). All Support
Services Definitions and Descriptions included in Sections A, B and C of
this Addendum shall apply to Equipment listed on the Desktop Schedule
unless altered by this Section D.
For purposes of this Addendum, all references to Products shall include
Equipment and all references to Schedule(s) shall include Desktop
Schedule.
Definitions
Equipment means the machines, including Personal Computers, Laptop
Computers and printers identified on the Desktop Schedule or, it greater,
the actual number of machines serviced by Unisys under this Agreement
by model, type, and manufacturer.. • : . .
Personal Computer ar PC, unless otherwise 'defined on, the :Desktop
Schedule, means a microcomputer with a configuration not to exceed: a
single processor; a 17-inch CRT monitor; a standard keyboard; a standard
mouse; business quality speakers; RAM; three feature boards (as
determined by Unisys); a single optical disk drive (CD-ROM, DVD or a
CD-RW); a floppy disk drive; and a single hard disk storage device.
Laptop Computer means a battery powered self-conlained portable
Personal Computer and does not include accessories such as a port
replicator, a docking station, external monitor or keyboard.
Restored means that diagnostics used by Unisys for Support Services
show that Equipment is in working order.
Initial Term of Service means that unless specified otherwise on the
Desktop Schedule, the Initial Term of Support Services for Equipment will
be three (3) years from the Commencement Date of Service.
Quarterly Service Attentlons means the number of on -site service
requests included in Support Services that Unisys responds to in each
three (3) month period following the Commencement Date of Service.
Quarterly Service Attentions may be pro rated to coincide with calendar
quarters.
Services Not Included In Support Services
Support Services do not include: (a) repair oI lailures due to
manufacturer's design or other defects; (b) repair of failures due to abuse,
accidents, neglect, or improper use, including damage to LCD screens or
other Laptop Computer components; (c) repair of failures due to external
factors (including failure or fluctuation of electrical power or air
conditioning, tire, or flood); (d) repair 01 failures due to excessive use,
wear, and tear, which is in excess of manufacturer's recommended duty
cycle; (e) refurbishment including restorations due to obsolescence (when
parts for Equipment are not readily available on commercially reasonable
terms) or end of life cycle failures including phosphorus "burn in" or "low
intensity" characteristics of monitors; (f) repair of machines not identified
as Equipment; (g) the loading of software, software configurations or any
data files; and (h) the backup of any data files.
If Unisys determines Equipment requires refurbishment rather than repair,
Unisys will notify Client and remove the Equipment from Support Services.
Client may ask Unisys to do the refurbishment on an hourly billable service
basis and Unisys may provide refurbishment of Equipment subject to the
availability of parts, manufacturer's support, and trained personnel.
Charges
Charges for Desktop Support Services include the charges described on the
Desktop Schedule for the Equipment and ail other charges or changes to
charges determined according to the Addendum.
If Unisys charges its then -current service warranty rates for non Unisys
Equipment and Client fails to provide Unisys accurate warranty entitlement
documentation, acceptable to the equipment manufacturer, or if Unisys is
unable to obtain warranty reimbursement from the equipment manufacturer,
Unisys shall change the service warranty charges for the affected Equipment
to its then -current Support Services charges effective as of the
Commencement Date of Service.
' Service attentions, which exceedthe Quarterly Service Attentions identified on
the Desktop Schedule, are subject to an additional charge and will be billed to
the Client at the Per Attention Support Service Rate identified on the Desktop
Schedule. 11 the total number of quarterly service attentions responded to by
Unisys is less than 90% of the Quarterly Service Attentions identified on the
Desktop Schedule, Unisys may change the Equipment Quantity, Style or
Description; Monthly Support Services charges; Quarterly Service Attentions
and Per Attention Support Services Rate identified on the Desktop Schedule
for the remainder of the Term.
Unisys may conduct inventories of Equipment serviced under the Agree-ment.
The results of these inventories may be used by Unisys to provide service and
may be available to Client for an additional charge. If the manufacturer's model
and style number(s) or quantities serviced under the Agreement, or both, are
not described on the Desktop Schedule or, if the Equipment description is
different from the Equipment information on the Desktop Schedule, Unisys
shall initially bill Client (and Client shall pay) the charges according to the
Desktop Schedule and Unisys may: (a) change the Desktop Schedule to
conform the Equipment Quantity, Style or Description information to the actual
Equipment being serviced; (b) delete any generically described items that
Unisys does not customarily and routinely service; and (c) change the relevant
Monthly Support Services charges, Quarterly Service Attentions, and Per
Attention Support Services Rate identified on the Desktop Schedule, including
changes to previously billed charges, for the remainder of the Term.
Service Level Response
From the Commencement Date of Service up to and including a period of
ninety (90) days following the Client's submission of all Equipment information
Unisys requires for Support Services, Unisys will make every reasonable effort
to provide Support Services as described in the Agreement but Client
acknowledges that some Support Services may be delayed and call response
time periods will not apply during such periods.
All responses to service requests for Equipment apply only to Unisys
Equipment designated Tier One (1). There is no commitment for response to
service requests for Equipment that is not designated as Unisys Tier One (1).
The response to service requests for Equipment described in the Agreement
will be achieved in no less than 85% of the occurrences where a Unisys
Customer Service Representative is dispatched.
3 Of 3 4305 4940-003 (10/03)
Support Services Schedule
Attachment 5
UNISYS Support Services Schedule
Equjpment Location
City of Miami
400 NW 2nd Avenue
Fifth Floor
Miami, FL 33128
Julio Natera 305.372-4558
Agreement Number
Bill To Location Service Level
City of Miami
444 SW 2nd Avenue
Tenth Floor
Miami, FL 33130
Peter Korinis 305-263-1660
Initial Term
5 Years
(1) Mall In
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Annual rate increase cap
0%
Billing Period
Pre -Paid
Commencement Date
June 1, 2004
List of Products Applicable to this Agreement
Currency: US $
Levet- .
Style
DesctiptIun •
Qty.
Monthly Service
Partin'
Warranty
Unit Charge.
Upgrade
Total Charge `
Monthly Support
Unit Charge •'
Services
Total Charge
5
LM523.180
SYS:LIBRA 520 60.300MIPS
1
12
149
149
609
609
5
LMA523-180
ADD:LIBRA 520 60-300MIPS
1
12
149
149
609
809
5
SEN70002-MSV
SRV:Sentinel Mngmt Sry
1
12
22
22
46
46r
5
HSC30438-URM
3200/3800 Universal Rails
1
12
Inc!
Inca
incl
Intl
5
HSC30432-S08
SAN:Switch 2Gb FC 8 port, fug -fabric; WebTools
1
12
35
35
143
143
5
HSC50400-SFS
SAN:SFP-2Gb, Shortwave multi -mode, LC connector
4
12
2
8
4
16
5
MDM56-USB
COMM HW:Modem
1
12
Inc!
Inca
2
2
5
SWC41-SXR
CTRL:SWITCH UNIT 4 PORT
1
38
19
19
42
42
5
EP02344-OTR
CAB:ES7K SCSI TP/OP UNV
1
12
lncl
Inc!
Inc!
Inc!
5
DVD21040-SI
CDR::DVD1OX CDROM4OX
2
12
Inc!
Inc!
Inc'
Intl
5
OTR111-KIT
ADPTR: LVD3 TO SE CONVT KIT
2
12
Inc!
Inc!
inci
Intl
5
PCI7602-P64
CTRL:2CH SCSI U160 ES7K
2
12
Intl
inci
Inc!
Inc!
5
FCH742313-P64
CTRL: FC, PCIX, 1 CH
3
12
Inc!
Inc'
Inc!
Inc!
5
ETH13322-P64
LAN HW:Gigabit, 2 port, CU
1
12
Inc'
Intl
Inc!
lncl
5
UMS2003-STK
UMS2003-STK, 2000Ipm printer with stkr
2
12
80
160
327'
654
5
SCS1-CNV
ADPTR: LVD-HVD SCSI CNVTR
4
12
Intl
Inc!
Intl
inci
5
CTC9840-FR1
TAPE: 9840C FC Single RK MT Drive
1
12
58
58
194
194
5
MDM56-USB
COMM HW:Modem
1
12
Inc!
Inc!
2
2
5
PC17802-P64
CTRL:2CH SCSI U160 ES7K
2
12
Inc!
Inc!
'not
Inc!
5
FCH742313-P64
CTRL: FC, PCIX, 1 CH
3
12
Inc!
Intl
Inc!
Inc'
5
ETH13322-P64
LAN HW:Gigabit, 2 port, CU
1
12
Inc!
Intl
Incl
Inc!
5
SCS1-CNV
ADPTR: LVD-HVD SCSI CNVTR
1
12
Inc!
Inc!
Inc!
Intl
5
ALP8436-RD
TAPE:36-track Drive Rackmount
1
12
80
80
289
289
5
CX700-DAV
EMC DISK: CX700 DAE W OS FACTORY INSTALL
1
36
Inc!
Inc!
67
67
5
CX700-SPE
EMC DISK: CX700-FD SPE8GB FIELD INS
1
36
Intl
Intl
917
917
5
CX6001-CUS
EMCDISK:CLARIION SERVICE MODEM -US
1
36
Inc'
Inc!
Inc'
Intl
5
CLR10-2G6
EMCDISK:HSSDC-HSSDC 10M CABLE-2GB
4
24
Inc!
Inca
Inc!
Ind
5
CXR3615-2GF
EMC DISK:36 GB, 15K DRIVE
12
36
Intl
Inc!
12
144
5
CLU6000-D20
TAPE:20 drive configuration (1st drive wall)
1
12
Intl
Intl
Inc!
lncl
5
CLU9742-X31
TAPE:9840 Drive frame/Amerivan Power Cord
1
12
24
24
53
53
Page: Upgrade Charges
Page: Monthly Charge:1
704
3,787
Charges
Total Upgrade Charges
Total Monthly Charges
If Client is ordering Support Services for equipment which has a Monthly Service Warranty
875
13,108
Upgrade Period ("Period'), the following applies. This Period is the number of months, it any,
other
other
ndicated for each item of equipment commencing on the item's Installation Date. During any
)onion of this Period in which the ordered Support Services are in effect for the equipment, the
Upgrade Grand Total
Grand tote
tten-applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
875
13,108
Support Services charge,
4305 4942-001 (4/03)
Support Services Schedule
List of Products Applicable to this Agreement
Agreement Number
Currency: US $
Level
Style
Description
oty
Monthly Service
Period
Warranty
Unit Charge
Upgrade
Total Charge
Monthly Support
Unit Charge
Services
Total Charge
' 5
CTC9840-FDL
TAPE: 9840C FC Drive CLU9740/6000
2
12
58
116
194
388
5
CLU2150-SVR
TAPE: ACSLS-SUNBLADE 150 WRKSTN-17" COLOR
1
12
55
55
146
146
MONITOR KIT-2 RS423 CONNECTION
5
CLU6000.10P
TAPE:350 EPH 6000 CART LSM
1
1,671
1,671
5
CLU6000•LCU
TAPE:Library Control Unit/American Power Cord
1
294
294
5
CLU6000-LMU
TAPE:Library Mgmt. Unit - ACSLS/Amer. Power
1
467
467
5
CTS5136-DLK
ENHNC:DRIVE LIBRARY OPS
1
36
36
5
SDL10523-6
SDK Image Enabler 30/729
1
255
255
5
S0K105208-6 "
SDK 30/729 MCP 8
1
795
795
5
CSS10520-CP1 .
IOE Companion Pkg .
1
0
0
5
CSS10520-AP1
IOE Addon Pkg - MCPvm
1
0
0
5
WSS200004-EN
OIS:W2K SERVER ENGLISH
1
58
58
5
CSC1128•DCL
DATAMGT:ODA CONN LIC 128U
1
226
2261
5
CSP1080-ALG
CMPLR:ALGOUDCALGOL
1
342
342
5
CSP1080-C74
CMPLR:COBOL ANSI 74
1
393
393
5
CSP1080-DMC
DATAMGT:DMSII CERTIFICTN
1
217
217
5
CSP1080-ERG
DATAMGT:ERGO
1
565
565
5
CSP1080-DMT
DATAMGT:DMSII DM INTRPTR
1
207
207
5
CSP1080-HSV
COM SW:HOST SERVICES
1
497
497
5
CSP1080-RMP
COM SW:REMOTE PRINT SYS
1
364
364
5
CSP1080-SDF
DEV AID:SCREEN DESIGN
1
2931
293
5
CS10-END
IOE Encryption Opt US
1
Inc!
Inc'
5
CSP1080-NSS
COM SW:NETWORK SRVC II
1
249
249
5
CSP10B0-D131
DataMgt:dbaTools - Analyzer
1
256
258
5
CSP1080•DBM
DataMgt:dbatools - Monitor
1
287
287'
5
ECH10-CH
Call Home Service CS MCP
1
Inci
Intl
5
CS10-END
IOE Encryption Opt US
1
Inc!
Inc!
5
ECH10-CH
Cali Home Service CS MCP
1
Intl
Intl
5
WNE320008-LI
O/S:8X 2003 ENT ED 32B
1
93
93
5
WNE320008-LI
OIS:8X 2003 ENT ED 326
1
93
93
5
CXN700-DPT
EMC SW: CX700 NAVI DEPARTMENTAL
1
750
750
5
CXH600-CLV
PERIF SW:UNISYS CALL HOME (ES7000 ONLY)
1
3
3
5
PPW1-WN
EMC SW: PPATH WINDOWS DEP
3
44
132
5
CXP600-WKT
EMC SW:POWERPATH WINDOWS KIT
1
Intl
Inc!
5
CLU6000-NN6
PERIF SW:NX/A NEW CLIENT SW CLU6000
1
244
244
This Schedule
Five (5) Year Pre -paid Amount: $ 633,578
Page: Upgrade Charges
Page: Monthly Charges
171
9,321
4305 4942.001 (4103)
UNISYS Support Services Schedule
Equipment Location
Agreement Number
Bill To Location Service Level
City of Miami
400 NW 2nd Avenue
Fifth Floor
Miami, FL 33128
Julio Natera 305-372-4556
City of Miami
444 SW 2nd Avenue
Tenth Floor
Miami, FL 33130
Peter Korinis 305-263-1660
Initial Term
2 Years
(1) Mail to
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Annual rate Increase cap
0%
Billing Period
Pre -Paid
Commencement Date
June 1, 2004
Currency: US $
Level, •
Style •
Description
Oty .
Monthly Service
Period
Warranty Upgrade
Unit Charge
'
Total Charge
Monthly Support
Unit Charge
Services •
Total Charge
5
5
5
CSL10523-20
CSS105208-20
CTS5236-2S6
Thls Schedule
Image Enabler 100/2430 (Support Term = Months 1 -24)
IOE 100/2430 MCP 8 (support Tenn Months 1 -24)
36 Track Drive 2x (Support Term = Months 1 -24)
Two (2) Year Pre-pald Amount: $ 98,789
1
1
1
—
900
2,650
921
900
2,650
921
Charges
If Client is ordering Support Services for equipment which has a Monthly Service Warranty
Upgrade Period ("Period"), the following applies, This Period is the number of months, if any,
indicated for each item of equipment commencing on the item's Installation Date. During any
portion of this Period in which the ordered Support Services are in effect for the equipment, the
then -applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
Page: Upgrade Charges
0
Page: Monthly Charges
4,471
Total Upgrade Charges
0
Total Monthly Charges
4,471
other
other
Upgrade Grand Iota
0
Grand tote
4,471
Support Services charge.
4305 4942-001 (4/03)
UNISYS Support Services Schedule
Equipment Location
Bill To Location
Agreement Number
Service Level
City of Miami
400 NW 2nd Avenue
Fifth Floor
Miami, FL 33128
Julio Natera 305-372-4556
City of Miami
444 SW 2nd Avenue
Tenth Floor
Miami, FL 33130
Peter Korinis 305-263.1660
Initial Term
1 Year
(1) Mail In
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Annual rate increase cap
0%
Billing Period
Pre -Paid
Commencement Date
June 1, 2006
Currency: US $
Level
Style
Description
Qty
Monthly Service
Period
Warranty
Unll Charge
Upgrade
Total Charge
Monthly Support
Unit Charge
Services
Total Charge
5
5
CSL10523-16
CSS105208-16
This Schedule
Image Enabler 80/1944 (support Term = Months 25-36)
IOE 80/1944 MCP 8 (Support Term = Months 25-38)
One (1) Year Pre-pald Amount S 32,148
1
1
700
2,120
700
2,1201
Charges
11 Client is ordering Support Services far equipment which has a Monthly Service Warranty
Upgrade Period ("Period"), the following applies. This Period is the number of months, if any,
indicated for each item of equipment commencing on the item's Installation Date, During any
portion of this Period in which the ordered Support Services are in effect for the equipment, the
Then -applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
Page: Upgrade Charges
0
Page: Monthly Charges
2,820
Total Upgrade Charges
0
Total Monthly Chargeei
2820
Upgrade Grand Tala
0
Grand total
2,820
Support Services charge.
1
4305 4942-001 (4l03)
UNISYS Support Services Schedule
Equipment Location
City of Miami
400 NW 2nd Avenue
Fifth Floor
Miami, FL 33128
Julio Natera 305-372-4556
Bill To Location
City of Miami
444 SW 2nd Avenue
Tenth Floor
Miami, FL 33130
Peter Korinis 305-283-1660
Agreement Number
Initial Term
1 Year
Service Level
(1) Mail In
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Annual rate Increase cap
o%
Billing Period
Pre -Paid
Commencement Date
June 1,2007•
Level
Style
Deecrlptton
Oty
Monitdy Service
Period
Warranty Upgrade
Unit Charge
Total Charge
Monthly Support
Unit Charge
-
Services
Total Charge
5
5
CSL10522.12
CSS105208-12
Thle Schedule
Image Enabler 60/1458 (Support Term = Months 37-48)
ICE 60/1458 MCP 8 (Support Term = Months 37-48)
One (1) Year Pre -paid Amount: $ 23,940
1
1
510
1,590
510
1,590
Charges
If Client is ordering Support Services for equipment which has a Monthly Service Warranty
Upgrade Period ("Period"), the following applies. This Period is the number of months, if any,
indicated for each item of equipment commencing on the items Installation Date. During any
portion of this Period in which the ordered Support Services are in effect for the equipment, the
then -applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
Page: Upgrade Charges
0
Page Monthly Charges
2,100
Tole' Upgrade Charges
0
Total Monthly Charges
2,100
- Upgrade Grand Teta
0
Grand tota
2,100
Support Services charge.
4305 4942-001 (4103)
UNISYS Support Services Schedule
Equipment Location
City of Miami
400 NW 2nd Avenue
Fifth Floor
Miami, FL 33128
Julia Natera 305-372-4556
Bill To Location
City of Miami
444 SW 2nd Avenue
Tenth Floor
Miami, FL 33130
Peter Korinis 305.2133.1660
Agreement Number
Initial Term
1 Year
Service Level
(1) Mail In
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Annual rate increase cap
c%
Billing Period
Pre -Paid
1 -0ei - 4 D.nAi.ntn Annliwahla tn.
Commencement Date
June 1,.2008
Currency: US $
Level
Style,:.
aucript en
dty
Monthly Service
Period
Warranty Upgrade
Unit Charge
Total Charge
Monthly Support
Unit Charge
Services
Total Charge
5
5
CSL10522-8
CSS105208.8
This Schedule
Image Enabler 40/972 (Support Term = Montha 48-60)
IOE 40/972 MCP 8 (Support Term = Months 49-60)
One (1) Year Pre -paid Amount: $ 15,504
1
1
300
1,060
300
1,060
Charges
if Client is ordering Support Services for equipment which has a Monthly Service Warranty
Upgrade Period ("Period"), the following applies. This Period is the number of months, if any,
indicated for each item of equipment commencing on the item's Installation Date. During any
portion of this Period in which the ordered Support Services are in effect for the equipment, the
then -applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
Page: Upgrade Charges
0
Page: Monthly Charges
1,360
Total Upgrade Charges
0
Total Monthly Charges
1,360
Other
Other
Upgrade Grand Toll
0
Grand tote
1,360
Support Services charge.
4305 4942-001 (4/03)
Master Tax -Exempt Lease/Purchase Agreement
Attachment 6
Master Tax -Exempt Lease/Purchase Agreement
BETWEEN:
AND:
Unisys Leasing Corporation (the "Lessor")
1000 South McCaslin Blvd.
Superior, CO 80027
City of Miami (the "Lessee")
444 S.W. 2nd Ave.
Miami, FL 33130-1910
Attention: Mr. James Olsteen
Telephone: 305-416-1511
DATED:
2/25/2004
ARTICI,E I
1.01 Definition,. The following terms will have the meanings indicated below unless the context dearly requires otherwise;
"Agent". means any agent for the Registered Owners, If any, to which altar as portion of Lessor's right, title and Interest in :to and ,under a Property Schedule'end, the•Pioperry
. under such, Properly Schedule niey be assigned for the benefit of the Registered:Ownera of, Lease,Participalion Certificates in suCh Property Schedule
"Agreement" means this'Master.Tax-Eirempt Lease/Purchase Agreement, including all exhibltp and ichedules attached. hereto,
"Commencement Date" is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences, which date shall be set forth In the
Property Schedule.
"Event of Nonapproprlation" is defined in Section 6.08.
"Event of Default" Is defined in Section 13.01.
"Lease Participation Certificates" means certificates evidencing a right to receive a share of Rental Payments payable under a Property Schedule and Purchase Price
Payments payable under a Property Schedule and any other rights set forth herein with respect to the Properly under said Property Schedule.
"Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder
shall be sat forth in such Property Schedule, as provided in Section 4.02.
"L " means the entity Identified as such in the fist paragraph hereof, and its permitted successors and assigns,
"Lessor" means the entity identified as such In the first paragraph hereof, and its successors and assigns.
"Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of L in effect at the
Commencement Date.
"Property" means, collectively, the property !ease/purchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such
Property Schedule, and all replacements, repairs, restorations, modifications end improvements thereof or thereto made pursuant to Section 8.01 or Article IX.
"Property Schedule" means a Property Schedule In the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be
numbered consecutively, beginning with Property Schedule 2.
"Purchase Price" means the amount that Lessee may, In its discretion, pay to Lessor to purchase the Property under a Property Schedule, as provided in Section 11.01 and
as set forth in the Property Schedule.
"Registered Owners" means the registered owners of Lease Participation Certificates in a Property Schedule as shown on the registration books maintained by the Agent.
"Renewal Terms" means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year,
. "Rental Payments" means the rental payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule.
"Rental Payments Dates" means the rental payments dates for the Rental Payments es set forth in each Property Schedule.
"State" means the state in which Lessee is situated.
"Vendor" means the manufacturer or contractor of the Property es well es the agents or dealers or the manufacturer or contractor from whom Lessor or Lessee purchased or
is purchasing all or any portion of the Property.
ARTICLE 11
2.01 property Schedules Separate Financlnas. Each Property Schedule executed and delivered under this Agreement shall be treated as a separate financing,
distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default or an Event of Nonapproprlation with respect to a Property
Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Rental Payments payable under such Property Schedule,
and except as expressly provided In Section 12.02 below, Lessor shall have no rights or remedies with respect to Property financed or Rental Payments payable under any
other Property Schedules unless en Event of Default or Event of Nonappropriation has also occurred under such other Property Schedules,
ARTIQLE II)
3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, L hall be deemed to represent,
covenant and warrant for the benefit of Lessor, any Agent, and any Registered Owners, as follows:
(a}
(b)
(c)
Lessee Is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter
into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
Lessee will do or cause to be done all things necessary to preserve and keep In full force and effect Its existence as a body corporate and politic. To the
extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the
remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.
Lessee has been duly authorized to execute and deliver this Agreement end the Property Schedule by proper action by its governing body, or by other
appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this
Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the
Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee
shall cause to be executed en opinion of counsel in substantially the form attached to the form of the Property Schedule es Exhibit 3.
Form No: 96-200.298-kmf - I •
(d) During the Lease Term for the Property Schedule, the Properly thereunder will perform and will be used by Lessee only for the purpose of performing
essential governmental uses and public functions within the permissible scope of L 's authority.
(e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial Information
relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by
Lessor.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections •103 and 148 thereof,
and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross Income
for federal income tax purposes of the interest component of Rental Payments under the Property Schedule and will not use or permit the use of the
Property In such a manner as to cause a Property Schedule to be a "private activity bond' under Section 141(a) of the Code. Lessee covenants and agrees
that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property
Schedule has been entered into, and that no pert of the proceeds of the Property Schedule shall be invested in any securities, obligations or other
investments except for the temporary period pending such use nor used, at any time, directly or Indirectly, in a manner which, If such use had been
reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage
bonds" within the meaning of Section 1 03(b)(2) or Section 148 of the Code end the regulations of the Treasury Department thereunder proposed or In effect
at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule.
igh The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee+
does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or
other instrument to which Lessee is a party or by which It is bound by any law or any rule, reguletion, order or decree of any court, governmental agency or
body having jurisdiction over Lessee or any of Its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any property or assets of L or to which It is subject.
(h).
Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legel name in any respect without giving thirty (30) ,
days.prior notice to Lessor. .
4.01 ;sane of Property. On the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lapse and let to L , and
Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property
Schedule, for the Lease Term set forth in such Property Schedule.
4.02 lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final
Rental Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this
Agreement or the Property Schedule.
4.03 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations
specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, If any, In connection therewith. To the extent funds are deposited
under an escrow agreement or trust agreement for the acquisition of the Property, such funds shaii be disbursed as provided therein. When the Property described in such
Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by
executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule.
ARTICLE V
5.01 Enloyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from
Lessor, except as expressly set forth in this Agreement. No Registered Owner shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is
not in default under the subject Property Schedule.
5.02 J-ocation: Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at
all reasonable limes during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property.
ARTICLE VI
6.01 Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments
hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,
statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit
or taxing power of Lessee. Upon the appropriation of Rental Payments for a fiscal year, the Rental Payments for said fiscal year, and only the Rental Payments for said
current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not Include a pledge of the faxing power of L .
6.02 payment of Rental Payments. Lessee shall promptly pay Rental Payments under each Property Schedule, exclusively from legally available funds, in lawful
money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Properly Schedule, at Lessor's address set forth on the
first page of this Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Rental Payments under it Property Schedule in
an amount sufficient to cover all additional coats and expenses incurred by Lessor and Agent from such delinquent Rental Payment. In addition, Lessee shall pay a late
charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Rental Payments,
6,03 • Internet Comaonenj. A portion of each Rental Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property
Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Rental Payment thereunder during the Lease Term,
6.04 Rental Payments to be Unconditional, SUBJECT TO SECTION 6.08, THE OBLIGATIONS OF LESSEE TO PAY THE RENTAL PAYMENTS DUE UNDER THE
PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
CIRCUMSTANCES, THiS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02.
4.05 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Rental Payments
thereunder. Lessee reasonably believes that legally available funds in art amount sufficient to make all Rental Payments during the term of all Property Schedules can be
obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Rental Payments
due under the Property Schedules during the following budget year. Notwithstanding this covariant, if Lessee falls to appropriate the Rental Payments for a Property
Schedule pursuant to Section 6.08, such Property Schedule shall terminate. Although Lessee has made this covenant, In the event that it fails to provide such notice, no
remedy is provided and Lessee shall not be liable for any damages for its failure to so comply.
6,06 Non -Appropriation. If sufficient funds are not appropriated to make Rental Payments required under a Property Schedule, such Property Schedule shell
terminate and Lessee shall not be obligated to make Rental Payments under said Property Schedule beyond the then current fiscal year for which funds have been
appropriated. Upon the occurrence of such nonappropriation {an "Event of Nonappropriation") Lessee shall, no later than the end of the fiscal year for which Rental
Payments have bean appropriated, deliver possession of the Property under said Property Schedule to Lessor. If Lessee falls to deliver possession of the Property 10 Lessor
upon termination of said Property Schedule by reason of en Event of Nonappropriation, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the portion of Rental Payments thereafter coming due that is attributable to the number of days after the termination during which
the Lessee falls to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver p Ion as required. In addition, Lessor may, by
written instructions to the Agent or to any other escrow agent who is holding proceeds of the Property Schedule, instruct the Agent or such escrow agent to release all such
proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement. L shall notify Lessor
Farm No: 96.200.298-kmf
-2.
in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Rental Payments, but failure to provide such notice shall
not operate to extend the Lease Term or result in any liability to Lessee.
8.07 defeasance of Rental Payment'. Lessee may at any lime irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the
principal component and Interest component accruing under a Properly Schedule, a sum of cash and non -callable securities consisting of direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency or Instrumentality thereof, in such aggregate amount,
bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest
of Lessor in the Property under said Property Schedule shall terminate. L shall cause such investment to comply with the requirements of federal tax law so that the
exclusion from gross income of the interest component of Rental Payments on said Property Schedule is not adversely affected,
ARTICLE VI!
7.01 Title to thq Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State, titre to the Property shall vest in
Lessee, subject to Lessor's interests under the applicable Properly Schedule and this Agreement.
7.02 Personal Prooerty. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be
situated, notwithstanding that the Property or any part thereof may be or hereafter become In any manner physically affixed or attached toreal estate or any building thereon.
If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Property from any party having en interest in any such real estate or building.
7.03 $acurlty Interest, To secure the performance of all of Lessee's obligations under this Agreement, including without limitation all Property Schedules now existing
are hereafter executed. Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's Interest In all
of the Property, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the
Property, and on any proceeds of any of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements,
affidavits, notices and similar Instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a
security interest In :.the Property' in favor of •Lessor and its successors. and assigns,_ Lessee hereby euthorizeiLessor to file all finanting,'statements which Lessor deems.
neceasaty•or appropriate to establish, maintain .and perfect such security interest..,
7.04 - jgubstitutjott, Lessee may substitute for all or any portion of the Property under a Property. Scheduls.petsonal property •of.approxlmateiy equal or greater market
value end with an equal or greater useful life. In the event of any such substitution, Lessee shall deliver to Lessor a certification that the personal property proposed to be
substituted has approximately equal or greeter market value and an equal or greater useful life as the portion of the Property being substituted for, together with an opinion of
counsel acceptable to Lessor to the effect that the proposed substitution will not adversely affect the exemption of the Interest components of Rental Payments under Inc
Properly Schedule from federal income taxation, Lessee shall be responsible for all costs and expenses of Lessor, including counsel fees, for any such substitution. Leases
shall cause all financing statements, fixture filings, certificates of title, affidavits, notices and similar Instruments, to be made or filed in a timely manner to secure and perfect
the security interest of Lessor in the substituted property.
ARTICLE WV
8.01 Maintenance of Pronely by Lessee. Lessee shall keep and maintain the Property In good condition and working order and in compliance with the
manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership, p ion, use
and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. L shall have sole responsibility to
maintain and repair the Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's
specifications, and if requested by Lessor, Lessee will enter Into maintenance contracts for the Property in form approved by Lessor and with approved providers.
8.02 Liens, Taxes. Other Governmental Charges and Utility Charon. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the
Interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and,
therefore, that the Property will be exempt from all property taxes. The Rental Payments payable by Lessee under this Agreement and the Property Schedules hereunder
have been established to reflect the savings resulting from this exemption from taxation, Lessee will take such actions necessary under applicable law to obtain said
exemption. Nevertheless, if the use, p Ion or acquisition of the Property la determined to be subject to taxation or later becomes subject to such taxes, L shell
pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property, L shall pay all gas, water, steam, electricity, heat,
power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as
the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, L hall be
obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property.
6.03 insurance. Al its own expense, Lessee shall maintain (a) casualty insurance Insuring the Property against loss or damage by fire and all other risks covered by
the standard extended coverage endorsement then in use In the State and any other risks reasonably required by Lessor In en amount equal to at least the outstanding
principal component of Rental Payments, and (b) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c)
worker's compensation insurance covering all employees working on, in, near or about the Property; provided that L may self -insure against all such risks. All
insurance proceeds from casualty losses shall be payable as hereinafter provided In this Agreement. All such insurance shell be with Insurers that are authorized to issue
such insurance in the State. All such liability insurance shall name Lessor as en additional insured. All such casualty Insurance shall contain ■ provision making any losses
payable to Lessor and L as their respective interests may appear, All such insurance shall contain is provision to the effect that such insurance shell not be canceled or
modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days In advance of such cancellation or modification. Such changes shall not
become effective without Lessor's prior written consent. Lessee shall furnish to Lessor, on or before the Commencement Date for each Property Schedule, and thereafter at
Lessors request, certificates evidencing such coverage, or, if Lessee self -insures, a written description of its self-insurance program together with a certification from
L 'a risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order,
Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the
cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Leese Term for the Property Schedule for which Inc Property is under and shall be
due and payable on the next Rental Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such
amounts are advanced until paid al the rate of 12% per annum or the maximum amount permitted by law, whichever is less.
ARTICLE Ix
9,01 Damage or Destruction. If (e) the Property under a Property Schedule or any portion thereof Is destroyed, in whole or in part, or Is damaged by fire or other
casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds (as
hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration,
modification or improvement of the Property, unless Lessee shall have exercised Its right to defease the Property Schedule as provided herein, or unless Lessee shall have
exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been
completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of
any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses. including attorneys' fees, incurred In the collection thereof.
9.02 Insufficiency of Net Proceeds. if the Net Proceeds ere Insufficient to pay In full the cost of any repair, restoration, modification or Improvement referred to In
Section 9,01, Lessee shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof In excess of the amount of the Net
Proceeds and, If Lessee shall make any payments pursuant 10 this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be
entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to purchase
Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule, If any. The amount of the Net Proceeds, if any, remaining after
completing such repair, restoration, modification ar improvement or after such defeasance ar purchase may be retained by L
Form No: 96-200.298.kmP
-3
ARTICLE X
10.01 plactaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT
OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR..PURPOSE, THE STATE OF TITLE THERETO OR ANY
COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME;
IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY. WHICHEVER
IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or wilt make) the selection of the Property from the
Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a)
neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement,
and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. in no event shall Lessor be liable for any incidental, indirect,
special ar consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item,
product or service provided for in this Agreement or the Property Schedules.
10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights
(including without limitation warranties) related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation
shall be agetnst the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect 10
this Agreement, Including the rfght to receive full end timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or
warranties Whatsoever as to the existence or the availability of such warranties of the Vendor of the Property.
10.03 iVse of the Property. Lessee will not install, use, operate or maintain the Property Improperly, carelessly, in violation of any applicable law ar in a manner
contrary toithat contemplated by this Agreement and the applicable Property Schedule, Lessee shall provide ell permits and licensee, if any, necessary for the installation
and operation of the Property, In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may
extend and any legislative, executive, administrative or Judicial body exercising any power or jurisdiction over the items of the Property; provided that Lessee may contest in
good faith the validity or application of any ,such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor In end to
the Property or ita.inlerest or.righte under this Agreement.. Lessee shall promptly notify Lessor in writing'of any pending orthreatened investigation, inquiry, claim or action by
'any governmental authority which: could adareffly affect this Agreement, any Property., Schedule ortne Properly theleunder
10,04 Modlficatlont• Subject to the provisions df thla' Section Lessee:thall have the right, at itt own `expense, to make etteretlonk, additlona, 'modifications or
improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the
provisions of this Agreement. Such alterations, additions, modifications and improvements shell not In any way damage the Properly, substantially alter its nature or cause It
to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications
or improvements made pursuant to This Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such
alterations, additions, modifications and improvements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property
as may be required from lime to time by applicable law or by any governmental authority.
ARTICLE XI
14.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in etl of the Property subject to a Property Schedule end to terminate any
restrictions herein on the Properly under such Property Schedule on the last day of the Lease Term far a Property Schedule, if the Property Schedule Is still in effect on such
day, upon payment In full of the Rental Payments due thereunder plus payment of One (1) Dollar to Lessor, Lessee shall give written notice to Lessor of its intent to
purchase Lessor's interest in the Property at least sixty (60) days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase
option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule, and performance by L of all other terms, conditions
and provisions hereof, Lessor shall deliver la Lessee all such documents and instruments es Lessee may reasonably require to evidence the transfer, without warranty by or
recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to such Property Schedule to L .
11.02 Option to Prepay. Lessee shall have the option to prepay the Rental Payments due under a Property Schedule, but only if the Property Schedule so provides,
and an the terms set forth In the Properly Schedule.
ARTJCLE XI(
12.01 Assignment by Lessor, Lessor's right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be
assigned and reassigned in whole or In part to one or more assignees or subaaaignees by Lessor end, to the extant of their interest, by any Registered Owner, without the
necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than en assignment to or by a Registered Owner, shall not be effective until L has
received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) any assignment to or by a Registered Owner shall
not be effective until It is registered on the registration books kept by the Agent. Lessee shall retain all such noticea as a register of all assignees (other then Registered
Owners) and shall make all payments to the aasignee or assignees designated In such register or, in the case of Registered Owners, to the Agent. In the event that Lessor's
interest in a Properly Schedule and the Property thereunder ra assigned to the Agent, Lease Participation Certificates in Chet Property Schedule may be executed and
delivered by the Agent to Registered Owners, Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that
may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules.
12.02 prongrty Schedules Separate Financinits. Assignees of the Lessor's rights In one Property Schedule shall have no rights in any other Property Schedule
unless such rights have been separately assigned. Lessor may collectively assign two or more Property Schedules with the same Commencement Date to the Agent for the
purpose of causing the execution and delivery of Lease Participation Certificates in the Property Schedules with the tame Commencement Date, Such assignment shall
occur on such Commencement Date and upon such assignment all Property Schedules so assigned shall be treated es a single financing and a single Property Schedule
with respect to rights and remedies upon the occurrence of en Event of Default or an Event of Nonappropriatlon under this Agreement. Registered Owners rights with
respect to the Property Schedules shell be determined as provided in the escrow agreement or trust agreement relating to such Lease Participation Certificates,
12.03 Assignment and Subleasing by Loam. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE
PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.
12.04 )Zeleaae and Indemnification Covenants. To the extent permitted by applicable law, Lessee shall Indemnify, protect, hold harmless, save and keep harmless
Lessor from and against any and all liability, obligatlon,.loss, claim and damage whatsoever, regardless of cause thereof, and ell expenses in connection therewith, including,
without limitation, counsel fees and expenses, penalties and interest (collectively, "Losses") arising out of or resulting from the entering Into this Agreement, any Properly
Schedules hereunder, the ownership of any item of the Property, the loos of federal tax exemption of the Interest on any of the Property Schedules, the ordering, acquisition,
use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Property or any accident in connection wllh the operation, use, condition,
possession, storage or return of any item of the Property resulting in damage to property or injury to or death to any person; provided, however, that Lessee shell not be
required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct, or for Losses arising out of or resulting from Lessor'
preparation of disclosure material relating to Lease Participation Certificates {other than disclosure material provided to Lessor by L ). The indemnification arising under
this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement, or the applicable Property Schedule, or the
termination of the Lease Term for such Property Schedule for any reason,
ARTICLE XIf(
13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule:
(a) Failure by Lessee la pay any Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified
therein;
Form No' 96-200.298-kmf
(h) FaPure by Lessee 10 observe and perform any covenant, condition or agreement an its part to be observed or performed with respect to the Properly
Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting That
It be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to on extension of such time prior to its expiration; provided that, If the
failure stated in the notice cannot be corrected within the applicable period, Lessor will riot unreasonably withhold its consent to an extension of such time if
corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to
have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of
Lessee, (ii) be unable, fail or admit in writing its Inability generally to pay Its debts as they become due, (ill) make a general assignment for the benefit of
creditors, (iv) have en order for relief entered against It under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or
an answer seeking reorgenization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent Jurisdiction, approving a petition or appointing a receiver, trustee, custodian or
liquidator of Lessee ar of all or a substantial pail of the assets of Lessee, in each case without its application, approval or consent, and such order,
judgment or decree shall continue unstayed and In effect for any period of 60 consecutive days.
The foregoing provisions of Section 13.01 are subject to the following limitation: If by reason of igrge rnaieure Lessee is unable In whole or In part to perform Its
agreements under this Agreement and the Property Schedule (other than the obligations on the part of L contained in Article VI hereof) L shall not be in default
during the continuance of such inability. The term "circa maieure" as used herein shall mean the following; acts of God; strikes, lockouts or other industrial disturbances; acts
of public enemies; orders or restraints of any kind of the government of the United Stales or of the Slate or any of their departments, agencies or officials, or any civil or
military authority; Insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; ar
any other cause or event not reasonably within the. control of Lessee.
•
' 13.02 • Jiemedies on Defattit.= Whenever any Event pf Default exists with respect to e.Property Schedule Lessor shall have ih'e .r191n at ila sole.option without Iny
further demand or notice, to take one or any combination of the following remedial strips
the ProperlySchedule, and by written notice to Lessee' Lessor may declare (a) ' Without terminating y all fisnla(Paymenta and other amounts peyrbfa by Lessee
thereunder to the end of the then -current budget year of Lessee to be due, including without limitation delinquent Rental Payments under the Property
Schedule from prior budget years., and such amounts shall thereafter hear Interest at the rale of 12% per annum or the maximum rate permitted by
applicable law, whichever Is less;
(b) Lessor may terminate the Properly Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession
of the Property, or require Lessee, at Lessee's expense, to promptly retum any or all of the Property to the possession of Lessor at such place within the
United Stales as Lessor shall specify, and Lessor may thereafter dispose of the Property In accordance with Article 9 of the Uniform Commercial Code In
effect in the State; provided, however, that any proceeds from the disposition of the property In excess of the sum required to (I) defame the Property
Schedule pursuant to Section 6,07, (ii) pay any other amounts then due under the Property Schedule, and (ill) pay Lessor's costs and expenses associated
with the disposition of the Properly (including attorneys fees), shell be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further
provided that no deficiency shall be allowed against L ,
(c) By written notice to the Agent, if any, Lessor may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule
under the applicable escrow or trust agreement as provided in the applicable escrow or trust agreement.
By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to
release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule;
Lessor may take any action, at law or in equity, that Is permitted by applicable law end that may appear necessary or desirable to enforce or to protect any
of its rights under the Property Schedule and Ihia Agreement.
13,03 No Remedy Exclusive. No remedy herein conferred upon or reserved 10 Lessor is intended to be exclusive and every such remedy shall be cumulative end shall
be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from lime to time and as often as
may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice
as may be required in this Article.
13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to
Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or
action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid
and shall bear interest at the rale of 12% per annum or the maximum amount permitted by law, whichever is less. In the event sult or action is instituted 10 enforce any of the
terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on
appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law.
ARTICLE XIV
14111 Noticq. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified
mail, postage prepaid, to the parties hereto at the addressee immediately after the signatures 10 this Agreement (or at such other address as either party hereto shall
designate in writing to the other for notices to such party), to any assignee (other than a Registered Owner) at Its address as it appears on the registration books maintained
by Lessee and to any Registered Owner et Its address as it appears on the registration books maintained by the Agent.
14.02 Certiflggtlon as to Arbltraue. Unless a separate Certlficete as to Arbitrage is delivered on the Commencement Date, Lessee shall be deemed to make the
following representations and covenants as of the Commencement Date for each Property Schedule:
(a) The estimated total costs, Including taxes, freight, installation, cost of issuance, of the Property under the Property Schedule will not be leas than the total
principal amount of the Rental Payments.
(b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months and the Property is expected to be delivered
and installed, and the Vendor fully paid, within one year from the Commencement Date. Lessee will pursue the completion of the Property and the
expenditure of the net proceeds of the Property Schedule with due diligence.
Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be
used to pay the Rental Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Rental Payments
under the Property Schedule.
(d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part,
prior to the last maturity of the Rental Payments under the Property Schedule.
(e) There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Property Schedule; (il) are being sold
pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds.
(f) The officer or official who has executed the Property Schedule on L 's behalf Is familiar with Lessee's expectations regarding the use and expenditure
of the proceeds of the Property Schedule. To the beat of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are
accurate and the expectations of Lessee sat forth herein are reasonable.
(c)
(d)
(e)
Form No: 96-200.298-kmf - 5 .
14.03 further Assurance'. L agrees 10 execute such other and further documents, including, without limitation, confirmatory financing statements, continuation
statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect,
confirm, establish, feestablish, continue, or complete the interests of Lessor In this Agreement and the Property Schedules, to consummate the transactions contemplated
hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Property Schedules.
14.04 Dindlnn Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and L and their respective truccessors and assigns.
14.06 Severabillty. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive alt right to trial by jury in any action, proceeding or counterclaim (whether based on contract,
tort or otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof,
14.07 Amendments. Changes and Modificatlon6. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification
does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of the applicable assignee or Agent, if any, shall be required
to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule.
14.OB c _ • , , C . . , This Agreement and the Property Schedules hereunder may be simultaneously executed In several counterparts, each of which
ahatt be an „ riginal and all of which shall constitute but one and the same Instrument.
14.09 y&ooIlcahle Law. This Agreement shall be governed by and construed In accordance with the laws of the State.
14.10 /Caption'. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or Intent of any provisions or
sections ofi this Agreement.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed In their names by their duly authorized representatives as of the date
first above written.
Lessor: Unisys Leasing Corporation'
By:
Name:
Title:
Lessee: City of Miam
By:
Name:
Title:
Attest:
By:
Name:
Title:
Form No: 96-200 298-kmf - 6 •
Addendum to Master Tax -Exempt Lease/Purchase Agreement
Florida Counties, Municipalities and School Districts
THIS ADDENDUM, which is entered into as of 2/25/2004 between Unisys Leasing Corporation ("Lessor") and City of Miami ("Lessee"),
is intended to madly and supplement the Master Tax•Exempt Lease/Purchase Agreement between Lessor and Lessee of even date herewith (the "Master
Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement.
The Master Agreement is hereby amended as set forth below whether the Lessee Is a county, municipality or school district:
A. Section 6.01 Is amended by the addition of the following to the end of said section: "Lessor acknowledges that in no event
may it compel the use of ad valorem taxing power to compel Lessee to pay Rental Payments or other payment obligations under thls Agreement.
B. Section 7.03 entitled "Security Interest" Is deleted in Its entirety.
C. Section 12.01 is amended by deletion in the third to the last line the words "and chattel mortgages or financing statements."
D. Subsection 13.02(b) is amended to read as follows:
(b) Lessor may terminate the Property Schedule and may require Lessee, at Lessee's expense, to promptly return any or all of the
Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the
Properly; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (I) defease the Property;
Schedule pursuant to Section 6A7, (il) pay. any other amounts then due •under the Property Schedule; including payments, under Section 13,02(a);
and (Ili) pay Lessor's costs and expenses associated with the dispositionof the Properly.(lnctuding attorneys fees); shall be, paid 10 Letiaee.or;sucf'I
other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee;
E. Subsection 13.02(e) is amended to read as follows:
(e) Following an Event of Default or an Event of Nonapproprlation hereunder and upon failure of Lessee to voluntarily comply with
Section 6.06 or 13.02(b), Lessor may take any action, at law, that Is permitted by applicable law and that may appear necessary or desirable to
enforce or to protect any of Its rights under the Property Schedule and this Agreement against Lessee's legally available funds. Lessor and Lessee
agree that there is no intention to create under thls Agreement and the applicable Property Schedules a right of Lessor to dispossess Lessee
involuntarily of the legal title to or the right of use of the Property. Lessor hereby irrevocably waives any right to specific performance of Lessee's
covenant to transfer legal title to and return of possession of the Property to Lessor.
The Master Agreement is further hereby amended as set forth below depending whether the Lessee is a county, municipality or school
district:
Additional terms applicable to counties;
A. If the term of a Property Schedule under the Master Agreement exceeds 5 years, Lessee further represents and covenants
that the Rental Payments are payable from sources other than ad valorem taxes.
13. Lessee further represents, covenants and warrants with respect to each Property Schedule that It has been, or will be prior to
its Commencement Date, approved by the Board of County Commissioners of Lessee.
11. Additional terms applicable to municipalities:
A. Lessee represents, covenants and warrants that the charter of the Lessee permits the (ease/purchasing of the Property under
the Master Agreement.
III. Additional terms applicable to school districts:
A. The opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 3 shall be provided by
a law firm listed In The Bond Buyer's Municipal Marketplace (the "Red Book") under the Florida section of Municipal Bond Attorneys.
IN WITNESS WHEREOF, Lessor and Lessee have caused thls Addendum to be executed in their names by their duly authorized
representatives as of the date first above written.
Lessor: Unisys Leasing Corporation
By:
Name: ,
Title:
Lessee: City of Miami
By:
Name:
Title:
Attest:
By
Name:
Title:
Form No 96-200.298-kmf
- 7 .
Property Schedule No. 01
Master Tax -Exempt Lease/Purchase Agreement
This Property Schedule No. 01 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax -
Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of 2/25/2004, between Unisys Leasing Corporation, and City of
Miami.
1, Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.
Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this
Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and
the p visions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise
def n d herein shall have the meanings provided in the Master Agreement.
2. Commencement Date. The Commencement Date for this Property Schedule is 3/30/2004,
3. Property Descriation and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit A hereto. Lessee
shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Rental Payment
Schedule for this Property Schedule is set forth in. Exhibit 1.
.'_ Opinion; The'.Opinion•�of Lessee's Counsel is attached•.as'!_xhibif 2.•
5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3.
6. Proceeds, Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit
4.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Rental
Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in Exhibit 1
(Payment Schedule), subject to per diem adjustment,
9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6.
10, Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original
Agreement (including this Property Schedule all ancillary documents) are not received by Lessor at its place of business by 3/30/2004,
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized
representatives as of the Commencement Date above.
Lessor: Unisys Leasing Corporation
By:
Name:
Title:
Lessee: City of Miami
By:
Name:
Title:
Attest:
By
Name:
Title:
EXHIBIT 1
Property Description and Payment Schedule
Re: Property Schedule No. 01 to Master Tax -Exempt Lease/Purchase Agreement between Unisys Leasing
Corporation and City of Miami.
The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and
attached hereto.
EQUIPMENT LOCATION: 444 SW 2nd Avenue, Miami, FL 33130-1910
USE: Public Safety - This use is essential to the proper, efficient and economic functioning of Lessee or to the services
that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the
Property, which need is not temporary or expected to diminish in the foreseeable future.;.
Rental Payment Schedule
If the Due Dates are not defined in this Rental Payment Schedule, they shall be defined as the first day of each annual
period of this Rental Payment Schedule commencing with the Acceptance Date.
Total Principal Amount $3,204,349.00
Payment No.
Due Date
Payment Amount
Principal Portion
Interest Portion
Preaavmenl
Balance
1
30-Mar-2004
677,896,96
677,896.96
0.00
2,602,245.60
2
30-Mar-2005
677,898.96
604,882.50
73,014.46
1,979,216.62
3
30-Mar-2006
677, 896, 96
622, 363.60
55, 533.36
1,338,182.11
4
30-Mar-2007
677,896.96
640,349.91
37,547.05
678,621.70
5
30-Mar-2008
677,896.96
658,856.02
19,040.94
0.00
Lessee: City of Miami
By:
Name:
Title:
Form Na; 96-200.298-kmf - 2
EXHIBIT A -- PROPERTY DESCRIPTION
SYSTEM HARDWARE
COMPONENTS
Item No.
Style
Description
Qty
1
LM523-180
SYS:LIBRA 520 60-300MIPS
1
2
SEN70002-MSV
SRV:Sentinel Mngmt Sry
1
3
WUL2072404-AMF
ACC:ESL3020 4HR 3YR AMF
1
4
HSC30438-URM
3200/3800 Universal Rails
1
5
HSC30438-FAB
FASCIA:BROCADE 3200/3800
UNIVERSAL RAILS BLACK (DELL)
1
6
HSC30432-SO8
SAN:Switch 2Gb FC 8 port, full-
fabric; WebTools
1
7
CBL171-5
Cable: FC 5m shortwave, LC -LC
connectors, 50mircon
2
8
HSC50400-SFS
SAN:SFP-2Gb, Shortwave multi-
mode, LC connector,
4
9 •
OSM1001-PRC
,
INSTL:OSM IEC320.PWR CRD
1 .
10
MDM56-IJSB
COMM HW:Modem
1
11
SWC41-SXR
CTRL:SWITCH UNIT 4 PORT
1
12
CBL20-APX
CABLE:APEX
3
13
CBL121-SWC
CABLE:12FT SYS TO ADJ RK
1
14
EPD2344-OTR
CAB:ES7K SCSI TP/OP UNV
1
15
DVD21040-SI
CDR::DVD10X CDROM4OX 2
16
OTR111-KIT
ADPTR: LVD3 TO SE CONVT KIT 2
17
CBL2210-OSM
CABLE:10FT LVD SCSI VHD-HD 2
PC17602-P64
:2CH SCSI U160 ES7K
19
FCH742313-P64
CTRL: FC, PCIX, 1 CH
3
20
ETH13322-P64
LAN HW:Gigabit, 2 port, CU
1
21
CBL171-2
Cable: FC 2m shortwave, LC -LC
connectors, 50mircon
2
22
SFR91-PWR
ACC:9-PLUG POWER STRIP
1
23
UMS2003-STK
UMS2003-STK, 2000Ipm printer with
stkr
2
24
SCSI-CNV
ADPTR: LVD-HVD SCSI CNVTR
4
25
CBL2210-OSM
CABLE:10FT LVD SCSI VHD-HD
4
26
CTC9840-FR1
TAPE: 9840C FC Single RK MT
Drive
1
27
CBL171.2
Cable: FC 2m shortwave, LC -LC
connectors, 50m1rcon
1
28
LMA523-180
ADD:LIBRA 520 60-300MIPS
1
29
MDM56-USB
COMM HW:Modem
1
30
PC17602-P64
CTRL:2CH SCSI U160 ES7K
2
31
FCH742313-P64
CTRL: FC, PCIX, 1 CH
3
32
ETH13322-P64
LAN HW:Gigabit, 2 port, CU
1
33
CBL2210-OSM
CABLE:10FT LVD SCSI VHD-HD
1
34
SCS1-CNV
ADPTR: LVD-HVD SCSI CNVTR
1
35
CBL133-10
CABLE:10 FT SCSI-3 CABLE
1
36
ALP8436-RD
TAPE:36-track Drive Rackmount
1
37
OSM1001-PRC
INSTL:OSM IEC320 PWR CRD
1
38
CX700-DAV
EMC DISK: CX700 DAE W OS
FACTORY INSTALL
1
39
CX700-SPE
EMC DISK: CX700-FD SPE8GB
FIELD INS
1
40
CBLI71-5
Cable: FC 5m shortwave, LC -LC
connectors, 50mircon
4
Form No: 96.200,2984mi
-3•
41
CX6001-CUS
EMCDISK:CLARIION SERVICE
MODEM -US
1
42
CLR10-2GB
EMCDISK:HSSOC-HSSDC 10M
CABLE-2GB
4
43
OSM1001-PRC
INSTL:OSM IEC320 PWR CRD
2
44
CXR3615-2GF
EMC DISK:36 GB, 15K DRIVE,
FACTORY INSTALL
12
45
CLU6000-020
TAPE:20 drive configuration (1st
drive wall)
1
47
CLU9742-X31
TAPE:9840 Drive frame/Amerivan
Power Cord
1
48
CTC9840-FDL
TAPE: 9840C FC Drive
CLU9740/6000
2
49
CLU2150-SVR
TAPE: ACSLS-SUNBLADE 160
WRKSTN-17" COLOR MONITOR
KIT-2 RS423 CONNECTION
1
50
CBL17O.10
Cable: FC 10m shortwave, LC -SC .
connectors,.50mlrco _
.2,
51
GTS5236.2S6 -
36 Track Drive 2x; SCSJ :-.
. 1
SYSTEM SOFTWAREWARE COMPONENTS
Item lStyly
Description
Div
No.
1
CSL10523-20
Image Enabler 100/2430
1
2
CSS105208-20
10E 100/2430 MCP 8
1
3
CSU 10520-20
SSU Scrn 100/2430
1
4
CSL10523-16
Image Enabler 80/1944
1
5
CSS105208-16
IOE 80/1944 MCP 8
1
6
C5U10520-16
SSU Scrn 80/1944
1
7
CSL10522-12
image Enabler 6011458
1
8
CSS105208-12
IOE 60/1458 MCP 8
1
9
CSU1052D-12
SSU Scrn 60/1458
1
10
CSL10522-8
11
CSS105208-8
Image Enabler 40/972
'IOE 40/972 MCP 8
1
1
12
CSU10520-8
SSU Scrn 40/972
1
13
SDL10523.6
SDK Image Enabler 301729
1
14
SDK10520B-6
SDK 30/729 MCP 8
1
15
5DU 10520-6
SSU Scrn SDK 30/729
1
16
CSC1128-DCL
DATAMGT:ODA CONN LIC 128U
1
17
CSP1080-ALG
CMPLR:ALGOLIDCALGOL
1
18
CSP1080•C74
CMPLR:COBOL ANSI 74
1
19
CSP1080-DMC
DATAMGT:DMSII CERTIFICTN
1
20
CSP1080-ERG
DATAMGT:ERGO
1
21
CSP1080-DMT
DATAMGT:DMSII DM INTRPTR
1
22
CSP1080-HSV
COM SW:HOST SERVICES
1
23
CSP10B0-RMP
COM SW:REMOTE PRINT SYS
1
24
CSP1080-SDF
DEV AID:SCREEN DESIGN
1
25
CSU1080-DBM
Subscrn:dbaTOOLS - Monitor
1
26
CSU 1080-DB1
SUBSCRN:DBATOOLS
1
27
CS10-END
IOE Encryption Opt US
1
28
CSP1080-NSS
COM SW:NETWORK SRVC II
1
29
CSP1080-DB1
DataMgt:dbaTools - Analyzer
1
30
CSP1080-DBM
DataMgt:dbaTools - Monitor
1
31
ECH10-CH
Call Home Service CS MCP
1
32
CS10-END
IOE Encryption Opt US
1
33
ECH1O-CH
Call Home Service CS MCP
1
34
WNE320008-LI
O/S:8X 2003 ENT ED 32B
1
- Form No: 96-200.298-kmf • 4 •
35
SEN100-COR
SYS MGT: Media
1
36
CSS10520-CP1
IOE Companion Pkg
1
37
CSS10520-API
IOE Addon Pkg - MCPvm
1
38
WNE320008-LI
OIS:8X 2003 ENT ED 32B
1
39
SEN100-COR
SYS MGT: Media
1
40
WSS200004-EN
OIS:W2K SERVER ENGLISH
1
41
CXN700-DPT
EMC SW: CX700 NAVI
DEPARTMENTAL
1
42
CXN357-DEP
EMC SW: NAVI DEPARTMANTAL
MEDIA
1
43
CXH600-CLV
PERIF SW:UNISYS CALL HOME
(ES7000 ONLY)
1
44
PPWI-WN
EMC SW: PPATH WINDOWS DEP
2
45
CXP600•WKT
EMC SW;POWERPATH WINDOWS
KIT
1
46
CLU9906000-ILC
ACSLS UP TO 6000 SLOTS
1
47 • .
CLU6000-NN6
PERIF SW:NX/A NEW CLIENT SW'
CLU6000 -
1
48
CLU9906000-MLC
ACSLS UP TO 6000 SLOTS
1
INFORMATION SERVICES
•
2
ST092301-INS
3
ST092302-INS
4
IS7-IMP
5
ST092901-SUP
6
CSS2-TCS
7
CSS1-TCS
8
CS792002-INS
IMPLEMENTATION PROF. SVC
PS: Storage Consulting Service
PS: Imp Serve Addl Partition
PS: Imp Services Partition 1
PS: CS7100 OuickStart Installation - Dual Domain
9
ST092101-INS
10
ST092007-INS
PS: CLARION CX600 Implementation Service
11
ST092001-INS
12
ST092106-INS
PS: EMC PowerPath Implementation
SURETY SUPPORT
SERVICES
Form No: 96-200.298-kmf
- 5 •
EXHIBIT 3
Lessee's Certificate
Re: Property Schedule No. 01 to Master Tax -Exempt Lease/Purchase Agreement between Unisys Leasing
Corporation and City of Miami.
The undersigned, being the duly elected, qualified and acting of the City of Miami ("Lessee") do
hereby certify, as of 3/30/2004, as follows:
1. Lessee did, at a meeting of the governing body of the Lessee held by resolution or
ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Lease/Purchase
Agreement (the "Master Agreement") by the following named representative of Lessee, to wit:
NAME
OF EXECUTING OFFICIAL :
TITLE:;
, OF EXECUTING OFFICIAL
: SIGNATURE;;
: , OF EXECUTING OFFICIAL
And/ Or
2, The above -named representative of the Lessee held at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee, if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default or an Event of Nonappropriation (as such terms is defined in the Master Agreement) exists
at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement.
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds
for the current budget year to make the Rental Payments scheduled to come due during the current budget year under
the Property Schedule and to meet its other obligations for the current budget year and such funds have not been
expended for other purposes,
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoy in the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or
the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or
interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the
payment of or security for the Master Agreement and the Property Schedule.
City of Miami
By:
Title:
SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE.
Unisys Leasing Corporation
1000 South McCaslin Blvd.
Superior, CO 80027
EXHIBIT 4
Payment of Proceeds Instructions
Ffe: Property Schedule No. 01 (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement
between Unisys Leasing Corporation ("Lessor") and City of Miami ("Lessee").
Ladies ad Gentlemen:
The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net
proceeds of the Property Schedule as follows:
Name of Payee
By check
If by check, Payee's address:
By wire transfer
If by wire transfer, instructions as follows:
Pay to Bank Name:
Bank Address:
Bank Phone #:
For Account of:
Account No.:
ABA No.:
City of Miami
By:
Name:
Title:
EXHIBIT 5
Unisys Leasing Corporation
1000 South McCaslin Blvd.
Superior, CO 80027
Acceptance Certificate
Re: Property Schedule No. 01 to Master Tax -Exempt Lease/Purchase Agreement between Unisys Leasing
Corporation and City of Miami
Ladies and Gentlemen:
In accordance with the above -referenced Master Tax-Exemp# Lease/Purchase Agreement (the "Master Agreement"); the
undersigned ("Lessee") hereby certifies and represents to, and agrees with, Unisys Leasing Corporation ("Lessor"), as
follows:
(1) The Property, as such terms are defined in the above -referenced Property Schedule, has been acquired,
made, delivered, installed and accepted on the date indicated below.
(2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and
appropriate and hereby acknowledges that it accepts the Property for all purposes.
(3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of
Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement) exists at the
date hereof.
Date:
City of Miami
as Lessee
By:
Name:
Title:
EXHIBIT 6
Bank Qualification And Arbitrage Rebate
Unisys Leasing Corporation
1000 South McCaslin Blvd.
Superior,ICO 80027
Re: roperty Schedule No. 01 to Master Tax -Exempt Lease/Purchase Agreement Unisys Leasing Corporation and
!City of Miami
Qualified Tax -Exempt Obligation
This section intentionally left blank
Arbitrage Rebate.
(a) Lessee is a governmental unit under the law of the State with general taxing powers, (b) this Property
Schedule is not a private activity bond as defined in Section 141 of the Code, and (c) 95% or more of the net proceeds of
this Property Schedule will be used for local government activities of Lessee.
Lessee: City of Miami
By:
Narne:
Title:
Form No: 96-200,298•kmf
-2.
Request for Certificate of Insurance
(Please fill out and fax this form to your Insurance company)
TO:
Insurance Company:
Contact Name:
Telephone Number:
Fax Number:,
FROM:
Customer/Lessee Name:
Contact Name:
Telephone Number:
Fax Number:
City of Miami
444 S.W. 2nd Ave.
Miami, FL 33130-1910
Mr. James Olsteen
305-416-1511
City of Miami is in the process of financing certain equipment from Unisys Leasing Corporation. In order to facilitate this
transaction, please submit a Certificate of Insurance to:
Unisys Leasing Corporation and its Assigns
1000 S. McCaslin Boulevard
Superior, CO 80027
City of Miami requests that Unisys Leasing Corporation be listed as "Unisys Leasing Corporation and its Assigns" and
named ADDITIONAL INSURED as to public liability coverage and SOLE LOSS PAYEE as to property coverage. A
copy of said certificate should be forwarded to Unisys Leasing Corporation as described below.
NOTE: Coverage is to include (1) insurance against all risks of physical loss or damage to the Equipment (including theft
and collision for Equipment consisting of motor vehicles) and (2) commercial general liability insurance (including blanket
contractual liability coverage and products liability coverage) for personal and bodily injury and property damage. In
addition, Unisys Leasing Corporation is to receive 30 days' prior written notice of cancellation or material change in
coverage.
Please fax this completed information to:
Unisys Leasing Corporation
Attention: Diane Strong
Fax Number: 720-304-1479
Phone Number: 720-304-1138
Please contact the person above if you have any questions. Thank you!
Notification of Tax Treatment
Unisys Leasing Corporation is required to collect and remit sales/use tax in the taxing jurisdiction where your equipment
will be located. In the event we do not receive a valid sales tax exemption certificate prior to the date your lease
commences, you will be charged sales/use tax.
Personal property tax returns wilt be filed as required by local law. In the event that any tax abatements or special
exemptions are available on the equipment you will be leasing from us, please notify us as soon as possible and forward
the relat d documentation to us. This will ensure that your leased equipment will be reported correctly.
Please i dicate below if you feel that your lease is subject to tax or whether a valid exemption exists.
I agree that my lease is subject to sales/use tax.
I am exempt from sales/use tax and I have attached a completed exemption certificate to Unisys Leasing
Corporation
I have previously provided a completed exemption certificate to Unisys Leasing Corporation Which is valid
for this transaction.
I am exempt from state tax but subject to local tax. 1 have attached a completed exemption certificate.
I have a valid abatement or property tax exemption (documentation attached).
If applicable to the tax rates in your state, are you outside the city limits or in an unincorporated area?
Additional comments:
Lessee: City of Miami
By:
Name:
Title:
Form 8038-G
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► (Under Internal Revenue Code section 149(e))
► See separate instructions.
(Caution: If the issue price is under $100,000, use Form 603E-GC )
OMB No. 1545-0720
Part!
Reporting Authority
If Amended Return, check here ► 0
1 Issuer's name
City of Miami
2 Issuer's employer Identification number
59-6000375
3 Number and street (or P. O. box if mail is not delivered to street address)
444 S.W. 2nd Ave.
Room/suite
4 Report number
3
5 City, town, or past office, state, and ZIP code
Miami, FL 33130-1910
6 Date of issue
7 Name of issue
Property Schedule No. 01 to Master Tax -Exempt Lease/Purchase Agreement
8 CUSIP number
9 Name and title of officer or legal representative whom the IRS may call for more information
Mr. James Olsteen
10 Telephone number of officer or legal representative
305-416-1511
Part II
Type of Issue (check applicable box(es) and enter the Issue price for each) See instructions and attach schedule
110 Education
i20 Health and, hospital.:.
130 "Transportation •
140 Public Safety
150 Environmental (including sewage bonds)
160 Housing
17❑ Utilities
18❑ Other. Describe (see instructions) ►
19 If obligations are TANs or RANs, check box + 0 If obligations are BANS, check box ► ❑
20 If obligations are In the form of a lease or installment sale, check box ►
11
1
13
14
$3,204,349
18
16
17
18
'ait ill
Description of Obligations (Complete for the entire issue for which thls form is being filed.)
21
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price al maturity
(d) Weighted
average maturity
(e) Yield
$3,204,349
N/A
5 years
2.890
Pail IV
Uses of Proceeds of Bond issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire Issue (enter amount line 21, column (b))
24 Proceeds used for bond Issuance costs (Including underwriters' discount)
26 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior Issues
28 Proceeds used to advance refund prior issues
29 (Total add lines 24 through 28)
30 Nonrefunding proceeds of the Issue (subtract line 29 from line 23 and enter amount here)
Description of Refunded Bonds (Complete this part only for refunding bonds.)
24 N/A
22
23
N/A
N/A
26
N/A
28
NIA
27
NIA
28
N/A
29
30
N/A
NIA
30 Enter the remaining weighted average maturity of the bonds to be currently refunded
31 Enter the remaining weighted average maturity of the bonds to be advance refunded
32 Enter the last date on which the refunded bonds will be called
33 Enter the date(s) the refunded bonds were issued ►
N/A vearg
N/A years
N/A
N/A
Part VI
Miscellaneous
36 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
36. Enter the amount of gross proceeds Invested or to be Invested in a guaranteed investment contract (see Instructions)
b Enter the final maturity date of the guaranteed Investment contract ►
37 Pooled financings: a Proceeds of this Issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt Issue, check box ► ❑ ► and enter the name of the
issuer ► and the date of the issue ►
35
0.00
36a
0.00
37a
0.00
38 If the Issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box ► ❑
39 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0
40 If the issuer has identified a hedge, check box ► 0
Please
Under penalties of perjury, I declare that 1 have examined this return, and accompanying schedules and statements, and to the
best of my knowledge and belief, they are true, correct, and complete.
Sign ►
Here Signature of issuer's authorized representative Date Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
Cat. No. 63773S Form 8038•G (Rev. 11-2000)
LESSEE INVOICE INSTRUCTIONS
City of Miami
BILL TO ADDRESS:
BILLING CONTACT:
First, M.I. and Last Name:
Title:
Phone Number:
Fax Number:
PURCHASE ORDER NUMBER:
Invoices require purchase order numbers: YES
Purchase Order Number:
NO
FEDERAL TAX ID NUMBER:
EQUIPMENT LOCATION Of different from Billing Address):
ADDITIONAL INFORMATION NEEDED ON INVOICE:
BILL TO:
City of Miami
444 S.W. 2nd Ave.
Miami, FL 33130-1910
BILL DATE
2/24/04
PLEASE REMEMBER TO:
DUE DATE
INVOICE # Miami-01
PLEASE RETURN A COPY OF THIS INVOICE
WITH YOUR PAYMENT TO:
Unisys Leasing Corporation
1000 South McCaslin Blvd.
Superior, CO 80027
ATTN: Diane Strong
PAYMENT TYPE
DUE UPON RECEIPT 1sTPAYMENT
TOTAL AMOUNT DUE
PLEASE WRITE AMOUNT ENCLOSED:
MAKE CHECKS PAYABLE TO: Unisys Leasing Corporation
RETURN A COPY OF THIS INVOICE WITH YOUR PAYMENT
KEEP A COPY OF THIS INVOICE FOR YOUR RECORDS
DIRECT ALL INQUIRIES TO:
Unisys Leasing Corporation
1000 South McCaslin Blvd. Superior, CO 80027
Or Call 720-304-1138
AMOUNTS
$677,896.96
Unisys Leasing Corporation
NOTICE AND ACKNOWLEDGMENT OF SALE OF RENTAL PAYMENTS
AND ASSIGNMENT OF LEASE
Unisys Leasing Corporation and City of Miami "Lessee" have entered into a Master Tax -Exempt Lease/Purchase
Agreement dated 2/25/2004 under which Lessee has, or will have prior to its execution hereof, leased Property (the
"Property") described in the Property Schedule No. 01 (such Agreement and Schedule are hereinafter collectively called
the "Agreement").
Lessee i hereby notified that Unisys Leasing Corporation has assigned its interest in the Agreement, in the leased
Propert , and in the Rental Payments and all other amounts provided for under the Agreement.
Lessee is hereby directed to pay any and all rental payments and other amounts due with respect to which Unisys Leasing
Corporation's assignee ("Assignee") renders an invoice, at the address set out immediately below or as otherwise directed ..
in said:invoice:
"ASSIGNEE"
Key Government Finance, Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Agreement as
directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to, or
requisition of any property leased under the Agreement, any other similar or dissimilar event, any defense, set-off,
counterclaim or recoupment arising out of any claim against Unisys Leasing Corporation or Assignee.
Lessee further agrees that Assignee has not assumed any duties under the Agreement or made any warranties whatsoever
as to the Agreement or the Property. Lessee agrees that no change may be made to the Agreement without the prior
written consent of the Assignee.
In signing this, Lessee warrants that its representations and warranties under the Agreement are true and correct on the
date hereof.
Lessor: Unisys Leasing Corporation
Lessee: City of Miami
By:
By:
'
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
Unisys Leasing Corporation
1000 South McCaslin Boulevard
Superior, CO 80027-9456
Tuesday, February 24, 2004
City of Miami
Mr. James Olsteen
444 S.W. 2nd Ave.
•Miami, FL 33130-1910
•
Unisys Leasing Corporation '.
Property Schedule No. 01
Dear Mr. Olsteen:
Enclosed you will find lease documents for the financing of your Unisys Corporation Libra 185.1
have prepared these documents at the request of David Van Lent, Unisys Leasing Corporation.
Please refer to the enclosed Document Checklist when preparing the documents.
Once executed, you may return the original documents to me in the enclosed, pre -paid, self-
addressed Airborne Express package.
Please contact either David Van Lent at 512-418-2512 or me at 720-304- l 138 with any questions or
concerns you may have.
Sincerely,
Diane Strong
Program Administrator
DOCUMENTATION CHECKLIST
❑ Master Tax -Exempt Lease/Purchase Agreement — Schedule 01*
❑ Addendum/Amendment to Master Tax -Exempt Lease/Purchase Agreement*
❑ Property Schedule Ol *
❑ Property Description and Payment Schedule -Exhibit 1
❑ Les fee's Counsel's Opinion- Exhibit 2
E hibit 2 is the standard legal opinion used by Unisys Leasing Corporation. This opinion will need to be processed by your
a orney on their letterhead. Your attorney will want to review the Lease/Purchase Agreement.
❑ Lessee's Certificate- Exhibit 3
Please fill in the date of the meeting of the governing body,.referenced in section 1. We would also like.a copy of those minutes
or board resolutions for our files;
Payment of Proceeds Instructions- Exhibit 4
This is the Vendor payment information.
❑ Acceptance Certificate- Exhibit 5
The date of Acceptance will need to be filled in with the date the equipment is installed and accepted.
❑ Bank Qualification and Arbitrage Rebate -Exhibit 6
❑ Request for Certificate of Insurance — Please fill out the form and fax it to your insurance company.
The Insurance Certificate is required prior to funding.
❑ Notification of Tax Treatment
Please provide the State of Sales/Use Tax Exemption Certificate
❑ 8038-G
The purpose of this form is to report to the IRS that we have completed a tax-exempt financing.
❑ Invoicing Instructions — The information you provide enables us to invoice you correctly.
❑ Invoice for 1st Payment
❑ Notice & Acknowledgment of Sale of Rental Payments and Assignment of Lease
*The items above marked with an asterisk require a signature in the presence of a witness/attestor. The attesting of
the signature does not require a notary, but the signature of a person present at the time the document is signed.
EXHIBIT 2
Lessee's Counsel's Opinion
[To be provided on letterhead of Lessee's counsel.]
[Address to Lessor and Lessee]
RE: Property Schedule No. '01 to Master Tax -Exempt Lease/Purchase Agreement between Unisys Leasing Corporation
and City of Miami.
Ladies and Gentlemen:
, We have.; acted es .special counsel to:..City: of Miami .:("Lessee"),, in .connection;:with the :Master;:Tax-Exempt
Lease/Purchase Agreement, dated as of 2/25/2004 (the "Master Agreement"); between City of Miami, as lessee, and Unisys
Leasing Corporation as lessor ("Lessor"), and the execution of Property Schedule No 01 (the "Property Schedule") pursuant to
the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary
to render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and
Property Schedule.
As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master
Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to
us without undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and
has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent
domain, and (c) the police power.
2. Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule
and to perform its obligations thereunder.
3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has
been duly authorized by all necessary action on the part of Lessee.
4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master
Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been
conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws.
5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule,
and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be
required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule.
7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and
constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof,
except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium,
reorganization or other laws of equitable principles of general application, or of application to municipalities or political
subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in
appropriate cases.
8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is
pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the
Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the
authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the
Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of
any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule;
or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule.
9. The Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder, and the portion of payments identified as the
interest component of the rents (as set forth in the payment schedule attached to the Property Schedule) will not be
includable in Federal gross income of the recipient under the statutes, regulations, court decisions and rulings existing on
the date hereof and consequently will be exempt from Federal income taxes.
Tfs opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an
opinion with respect to the Property Schedule.
Very truly yours,
Dated:
TAX EXEMPT LEASE PURCHASE
February 24, 2004
Unisys Leasing Corporation, is pleased to present the following financing commitment for your review.
COMMITMENT S UMMA R Y
LESSOR: Unisys Leasing Corporation,
LE$SEEE. . City of Miami
EQUIPMENT:
Unisys Libra System
TOTAL TO FINANCE : $3,204,329
ACCEPTANCE DATE: APRIL 30, 2004
Lessor reserves the right to extend, revise or invalidate this commitment in the event that all components are
not delivered and accepted by Lessee no later than the above Acceptance Date.
LEASE TERM
5 Annual Payments
ANNUAL PAYMENT AMOUNTS .-5G$677,896.96 First payment due April 1,2004
RATE 2.89% per annum
ADJUSTMENT OF PAYMENT PRIOR TO LEASE CLOSING
The Payment rate quoted is valid through the committed acceptance date. During the Lease Term, the
Payment Amount in place at lease closing will be fixed. In the event that the acceptance goes beyond the
committed acceptance date, then the payment amounts may be adjusted. The Payment Amounts quoted in this
Commitment are based upon the Rate indicated above and were calculated assuming the yield of 36 month
treasuries for the five business days immediately preceding the Acceptance Date will be 2.15%. In the event
that the yield of 36 month treasuries for the five business days immediately preceding the Acceptance Date
is higher than 2.15 %, the Rate will be correspondingly adjusted point for point upwards.
RATE ASSUMPTIONS
The interest rate quoted herein assumes that the interest component of the Rental Amount is exempt from
federal income tax and that the Lease qualifies and is designated by the Lessee as a "qualified tax-exempt
obligation" for purposes of Section 265(b) (3) (B) of the Internal Revenue Code of 1986, as amended. If
either of these assumptions is incorrect, Lessor will entertain providing a proposal with the correct rate
assumptions.
OPTION AT LEASE EXPIRATION
At the expiration of the Lease Term, the Lessee shall have the right to purchase the equipment for one dollar
($1.00), assuming that the Lessee has performed all covenants and conditions of the Lease.
PREPAYMENT
On any Rent Payment Date on or after the twelve-month anniversary of lease commencement, Lessee may
prepay, in whole but not in part, this Lease by paying to Lessor (1) any unpaid Rent and all other amounts
due on or before such Rent Payment Date, plus (2) an amount equal to the then applicable Prepayment Value
as provided in the Agreement.
FISCAL FUNDING OUT
Rental Payments under the Lease will be subject to annual appropriation by the governing body of the Lessee.
NET LEASE
The Lease will be a triple net lease transaction whereby all insurance costs, all operation and maintenance
expenses, and all applicable licenses and taxes are the responsibility of the Lessee. The Lessor is bidding only
for the provision of the lease financing for the purchase cost of the equipment and will have no responsibility
to the Lessee for the selection, furnishing, or delivery of the equipment. Lessor will make no warranties,
expressed or implied, relating to the equipment.
INSURANCE.
Lessee will provide adequate property and liability insurance with endorsements and in amounts acceptable to
Lessor prior to the delivery of the equipment. Lessor will be named as loss payee with respect to the
equipment under such property insurance policies and an additional insured under such liability policies.
COMMITMENT ACCEPTANCE/EXPIRATION
This Commitment is subject to Lessor receipt of executed Lease Contracts from the Lessee within thirty days
of this date. The Lease, and not this Commitment, will set forth the final agreement between the parties.
Upon receipt of all executed contracts from the Lessee Unisys Leasing will fund to Unisys the amount of this
transaction within five business days. Thank you for allowing us the opportunity to present this Commitment.
If you have any questions, please call me at 813) 286-6266.
Very truly yours,
David Van Lent
Regional Leasing Manager
Unisys Leasing Corporation
david.vanlentc unisys,com
Assignment of Purchase Rights
Attachment 7
ASSIGNMENT OF PURCHASE RIGHTS
This Assignment of Purchase Rights (the "Assignment"), which shall be effective the date that it is executed for and on
behalf of Assignee, is entered into by and among Unisys Corporation ("Unisys") having a place of business at Unisys Way,
Blue Bell, Pennsylvania 19424-0001, and the City of Miami ("Assignor") having its principal place of business at 444 SW
2nd Avenue Miami, FL 33130 and Unisys Leasing Corporation ("Assignee") having its principal place of business at 1000
South McCaslin Boulevard., Superior, Colorado 80027.
RECITALS
Assignor and Unisys have entered into that certain agreement being numbered and dated
the day of , (the "Sale Agreement") pursuant to which Unisys has, as applicable: (1)
agreed to sell and Assignor has agreed to purchase certain equipment (the "Equipment") listed and described in the
Equipment Schedule attached hereto, (2) agreed to license to Assignor certain software (the "Software") and Assignor has
agreed to pay the license fees applicable to such Software as the same is listed and described in the Software Schedule
attached hereto, (3) agreed to furnish certain services with respect to the Equipment and Software (the "Services") to the
Assignor and Assignor has agreed to.pay the fees applicable to the provision of such Services as the same are listed and
described in the. Services °Schedule attached hereto
io
Assignor and Assignee desire that Unisys consent to the assignment by Assignor to Assignee of Assignor's rights to
,purchase Equipment pursuant to the Sale Agreement and the delegation (by Assignor to Assignee) of Assignor's obligation
to pay (1) the purchase price for Equipment, (2) the license fees for Software licensed by Unisys to Assignor and (3) the
fees for Services to be provided by Unisys to Assignor pursuant to the provisions of the Sale Agreement. The intent of the
Assignment is to facilitate a transaction pursuant to which Assignee will purchase the Equipment directly from Unisys and
Assignee will thereupon lease the Equipment to Assignor pursuant to a lease agreement (the "Lease") and in conjunction
therewith Assignee will finance certain Software license fees ("Financed Software") and certain fees for Services all as
more particularly described in the applicable schedules referenced above and attached hereto.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT
1. Assignor hereby (a) assigns to Assignee its rights to purchase the Equipment from Unisys pursuant to the
provisions of the Sale Agreement, and (b) delegates to Assignee, Assignor's obligation to pay (i) the purchase price for
Equipment, (ii) the license fees for Software licensed by Unisys to Assignor and (iii) the fees for Services to be provided by
Unisys to Assignor pursuant to the provisions of the Sale Agreement. Subject to the terms and conditions of this
Assignment, Assignee hereby accepts the above assignment and delegation and Unisys hereby consents to said
assignment and delegation. The terms and conditions applicable to Assignee's purchase of the Equipment and payment
obligations therefore are set forth in the Restated Purchase and Operating Agreement between ULC and Unisys dated
February 1, 1999, as amended by that Amendment to Restated Purchase and Operating Agreement, dated April 30, 2001,
and the documents incorporated or referenced in therein (collectively, the "Operating Agreement"). Assignor is not a party
to the Operating Agreement, has not reviewed it, and has no duties, obligations or liabilities under it.
2. Upon receipt by Unisys of payment in full of, as applicable, (a) the purchase price of the Equipment (b) the license
fees for the Financed Software and (c) the fees for Services, Assignor shall be relieved of any further obligations for the
payment thereof pursuant to the Sale Agreement. In the event that Assignee fails to make payment in full of the purchase
price or any other fees payable by Assignee hereunder in accordance with the payment provisions of the Sale Agreement
as a result of Assignor's failure to comply with all conditions precedent applicable to the Lease or for any other reason,
then Assignor shall be and hereby does remain obligated to pay to Unisys the purchase price and/or any Financed
Software fees or fees for Services, to the same extent as if this Assignment had not been executed.
3. Notwithstanding any provision of the Sale Agreement to the contrary, title to each item of Equipment (for which
Assignee pays the purchase price) shall pass directly to Assignee as provided in the. Operating Agreement. This
Assignment does not, however, transfer to Assignee any right, title or interest of whatsoever kind in or to the Software or
associated documentation for which Assignee pays the license fees pursuant to the provisions of this Assignment.
4. Except as expressly provided in this Assignment: (a) Assignor and Unisys shall remain obligated for the
performance of all obligations imposed upon them, respectively, pursuant to the Sale Agreement; (b) this Assignment shall
not be deemed to alter any rights of Unisys or Assignor under the Sale Agreement; (c) the exercise by Assignee of any
rights assigned or duties delegated hereunder shall not release Assignor from any of its obligations to Unisys under the
Sale Agreement except as is expressly provided for by the terms of this Assignment; and (d) no rights or duties of
Assignor under the Sale Agreement are assigned or delegated to Assignee except as expressly provided for by the terms
of this Assignment.
5. The parties hereto make the following representations and warranties: (a) all the parties
hereto represent and warrant that they have the full power and legal right to enter into this Assignment; (b) Assignor and
Unisys represent and warrant that as of the date of this Assignment there is no default by either party with respect to their
obligations under the Sale Agreement; and (c) Assignor represents and warrants that it has not previously assigned any of
the rights nor delegated any of the duties, assigned and delegated by it pursuant to this Assignment.
6. Assignor and Unisys shall not amend or modify the Sale Agreement without the prior written
consent of the Assignee, if any such amendment or modification would have any adverse effect on any
right of Assignee.
7. Upon receipt of Assignee's reasonable request therefor, Assignor or Unisys, as the case
may be, shall promptly deliver to Assignee a copy of the. Sale Agreement.
8. This Assignment shall be binding upon the successors and assigns of the parties hereto and shall inure to the
benefit of such successors and assigns.
S: •This Assignment may be amended only by a written instrument.executed by: all •parties hereto.
10 It is understood and agreed by the parties that no license or right to use any,Software is granted hereunder.
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed by their duly authorized
representatives.
UNISYS CORPORATION UNISYS LEASING CORPORATION
By: By:
(Signature) (Signature)
Name: Name:
Title: Title:
Date: Date:
City of Miami
By:
(Signature)
Name:
Title:
Date:
Interim Software, Subscriptions and Support (NX5800
Clearpath)
•
UNISYS
Support Services Schedule
Equipment Location 390269-3333
CITY OF MIAMI
POLICE DEPARTMENT
NX5800 CLEARPATH SYSTEM
400 NW 2ND AVE
MIAMI , FL 33128
Administrator Telephone number
Bill To Location
390269-0135
CITY OF MIAMI
DEPT OF FINANCE
ACCOUNTING DIV
PO BOX 330708
MIAMI , FL 33233
Administrator
Telephone number
Agreement Number
Service Level
(1) Mail -In
(2) Advanced Exchange
(3) Standard NBD
(4) Standard 4HR
(5) Business Critical 4HR
(6) Business Critical 2HR
Initial Term (Check if more than one year)
❑ 2 Years. ❑ 3 Years ❑ Other:i
aiding penod /Check one)
❑ Quarterly ❑ Annual 0 Other: Monthly
Annual rate increase cap
(3-year initial term or !pager)
Support Services
Commencement -Date
04/01/2004
lst of Products Appllcebie to this Agreement
Level
5
5
5
5
5
5
5
Style
NX5802-32
NX580131-MOD
BRM36-0
NX58600-SCP
OS1000-CUS
SCP58600-MSC
tJXW2-DRV
UXW21-PED
UXW21-SDK
NX5802.2X
BRM36-02
OSS7000-NDY
RM3-APC
NX5800-RPW
CSB3-E3U
CSB3-20C
CSB35000.3U
CSB3-E6U
RM5.6UF
CSB3-20C
CSB35000-6U
NXS58003-32W
NX10-CNN
NX10•CPW
NX10-MCM
NX5800-PSS
ICS16-CS
Description
(Include vendor name and model if non Unisys product)
SYS:DUAL DOMAIN/DUAL CP
INSTL:SINGLE DOMAIN 31
CABINET:36U OPEN FRONT
CONSOLE:PRIMARY SYSTEM
O/S:CUSTOMER SUPPLIED
CONSOLE:SCP
DRIVER:SCO UNIXWARE DRV
O/S:UNIXWR PRSNL EDITION
O/S:UNIXWR SW DEV KT UPG
CONSOLE:DUAL DOM COMPPKG
CABINET:36U OPENFRT ADD
TAPE:4U OAD RACK
POWER:AUTOMATIC CONTROL
POWER:REDUNDANT
I/F:CSBUS3 EXT CMU W/3U
CABLE:CSB III-COAX'20FT
I/F:TERMINATOR CS BUS 3U
I/F:CSBUS3 EXT CMU W/6U
INSTL:6U SLOT FILLER
CABLE:CSB III-COAX'20FT
l/F:TERMINATOR CS BUS 6U
IOE:NT/MCP NX58XX-32 3,0
IOE:NT/MCP COMM NW SW
IOE:NT/MCP COMM PLAT SW
IOE:NX SYS SW COR MEDIA
IOE:PLATFORM SPECIFIC SW
WRKST SW:INF000NNECT 16
Quantity
1
1
1
1
1
1
1
1
1
1
1
1
2
1
6
6
6
2
8
2
2
1
1
1
1
1
1
Monthly
Period
Service Warranty Upgrade
Unit charge
Total charge
Monthly Support Services
Unit charge
3167.00
INCL.
INCL.
15.00
9.00
11.00
9892.00
Total charge
3167.00
15.00
54.00
22,00
9892.00
Charges
If Client is ordering Support Services for equipment which has a Monthly Service Warranty
Upgrade Period ("Period•), the following applies. This .Period is the number of months, if any,
indicated for each item of equipment commencing on the item's Installation Date, During any
portion of this Period in which the ordered Support Services are in effect for the equipment, the
then -applicable Monthly Service Warranty Upgrade charge will apply instead of the Monthly
Support Services charge.
Page subtotal - Upgrade charges
$ 0.00
Page subtotal • Monthly charges
$ 13150.00
Total upgrade charges
$ 0.00
Total monthly charges
$ 33456.00
Other
$
Other
$
Upgrade Grand Total
$
Grand Total
$
Support Services Schedule
List of Products Aaalicable to this Agreement
Agreement Number
Level
Style
Description
(Include vendor name and model it non Unisys product)
Quantity
Monthly
Period
Servce Warranty Upgrade
Unil charge
Total charge
Monthly Support Services
Unit charge
Total charge
ICS32-CS
WRKST SW:INFOCONNECT 32
1
NXC4-0DL
DATAMGT:ODBC 4 USER LIC
1
NXC25-NXV
WRKST SW:ICNXVIEW 25U LO
1
5
NXT1-NXV
INFOC:NXVIEW 1 USR T1 LO
400
2.00
800.00
5
NXS440-WEX
IOE:NT4IMCP 1.4 US/CAN
1
INCL.
PC1-XVE
WRKST SW:XVISION ECLIPSE
1
YR2000-BAS
DEV AID:ARDES2K CDROM
1
NCC2001-NW
NET MGT:FASTTRACK SVRDOM
1
,NTS40-t .,
OIS: NT 4.0 SERVER ..
1
5 ;
OSD1000-QTA
TAPE:1GB QIC - OSS7000
.1.
..`
32 00
.:` 32.00
5
0SD5301-RCD
TAPE:RACK MOUNT CD-ROM
1
16.00
16,00
5
CA301-MLI
ADPTR:MLI CHANNEL
3
79.00
237,00
5
A930.2
IIF:1/0 BASE EXCH 2 MLI
1
72.00
72.00
5
RM3-DB2
POWER:200V DIST. BOX
1
16.00
16,00
5
CA322-SCI
ADPTR:DIFFERENTL SCSI 2W
8
61.00
488.00
5
CA 322-SCE
ADPTR:DIFFERENTL SCSI 2W
1
61.00
61.00
5
OST 5136-2D2
TAPE:2 RM 36TRK DRV 2ACL
1
891.00
891.00
0ST5136-MTS
TAPE:36TRK TAPE DRIVE
2
5
CA 602-FDI
CTRL:FDDI CHAN ADAPTER
2
41.00
82.00
CA600-0MC
MICROCD:DAC MICROCODE
2
CA602-BAS
IJF:FDDI CA
2
5
CA 312-SCI
ADPTR:DIFFERENTIAL SCSI2
1
62.00
62.00
5
RNX 5800-SCP
CONSOLE:REDUNDANT NX5800
1
201.00
201.00
OS1000-CUS
01S:CUSTOMER SUPPLIED
1
SCP58600-MSC
CONSOLE:SCP
1
UXW2-DRV
DRIVER:SCO UNIXWARE DRV
1
UXW21-PED
OIS:UNIXWR PRSNL EDITION
1
UXW21-SDK
OIS:UNIXWR SW DEV KT UPG
1
5
10M 55-ADD
IIF:ADD L I/O BOARDS
1
83.00
83.00
PS3300-3V
POWER:DC MODULE +3.3
1
10M55-CRD
I/F:IIOM
1
5
VX 1401-BSU
SYS:ADD L SERVER 1X1
1
688.00
688,00
QR600083-Z
SYS:OD P6 RKMT DMI FLREC
1
5
NXU 5010- NT
INSTL:ADD L CONNECT PKG
1
17.00
17.00
CBL25-APX
CABLE:25FT APEX SWITCH
1
CSB3-PCI
IIF:CS BUS 3 BRIDGE
1
CSB3-15C
CABLE:CSB III -COAX'15FT
1
DSH600004-TBT
CABLE:TW PAR 10BAST,4M
2
ETH1010071-PCI
COMM HW:10/100MB TX PCI
1
USE1936-LC8
PWR CORD:IEC320Y
1
5
VX4000512-MEM
MEM:INITIAL 512MB MEMORY
1
101.00
101.00
MTP6-64M
MEM:60NS PARITY/TIN/72P
8
5
A 1003-MOD
COMM HW:REMOTE SPRT MODM
1
INCL.
5
CA 322-0MC
ACC:OP MICROCODE SCSI 2W
11
INCL.
5
CA322-0MC
ACC:OP MICROCODE SCSI 2W
11
INCL.
5
NX 5800-RPW
POWER:REDUNDANT
1
15.00
15.00
5
VX 1405-BSE
SVR:BASIC SERVER NT
1
INCL.
QR600083-Z
SYS:OD P6 RKMT DMI FLREC
1
5
OSS 7000-SBR
TAPE:SPLIT BUS RACK
1
26.00
26.00
OSS7000-NDY
TAPE:4U OAD RACK
1
Page subtotal - Upg ade charges
Page subtotal - Monthly charges
$ 0.00
$ 3888,00
Support Services Schedule
cable to this Agreement
Agreement Number
Level
Style
Description
{Include vendor name and model if non Unisys product)
Quantity
Monthly
Period
Service Warranty Upgrade
Unit charge
Total charge
Monthly Support Services
Unit charge
Total charge
5
NX 5000.1NT
INSTL:SINGLE CONNECT PKG
1
INCL.
CSB3•PCI
I/F:CS BUS 3 BRIDGE
1
ETH1010071-PCI
COMM HW:10/100MB TX PCI
1
USE1936-LC8
PWR CORD:IEC320Y
1
5
VX4000512-MEM
MEM:INITIAL 512MB MEMORY
1
101.00
101.00
MTP6-64M
MEM:60NS PARITY/TIN/72P
8
5
05S 7000•PSM
UPGRD:RED. POWER SUPPLY
1
10.00
10.00
5
NXP80-ALG
CMPLR:ALGOLIDCALGOL
1
, 386.00
. 386.00
NX10-ALG .
CMPLR.ALGOLIDCALGOL
1
5
.NXP80-C74 '
CMPLR:COBOL ANSI 74
1
: 444.06
. < .. 444.00
NX10•C74
CMPLR:COBOL ANSI 74
1
5
NXP80-081
DATAMGT:DBATOOLS - ANALY
1
272.00
272.00
5
NXP8O-DCS
COM SW:DATA COMMUNICATN
1
374.00
374.00
NX10•DCS
COM SW:DATA COMMUNICATN
1
5
NXP8O-DDM
DATAMGT:DMSII MONITOR
1
275.00
275.00
NX10•DDM
DATAMGT:DMSII MONITOR
1
5
NXP80-DMC
DATAMGT:DMSII CERTIFICTN
1
229.00
229.00
NX10-DMC
DATAMGT:DMSII CERTIFICTN
1
5
NXP8O-DMT
DATAMGT:DMSII DM INTRPTR
1
217.00
217.00
NX10•DMT
DATAMGT:DMSII DM INTRPTIR
1
5
NXP80-ERG
DATAMGT:ERGO
1
595.00
595.00
NX10-ERG
DATAMGT:ERGO
1
5
NXP8O-NSS
COM SW:NETWOFIK SRVC II
1
262.00
262.00
NX10-NSS
COM SW:NETWORK SRVC II
1
5
NXP8O-RMP
COM SW:REMOTE PRINT SYS
1
383.00
383.00
NX10•RMP
COM SW:REMOTE PRINT SYS
1
5
NXP80-SDF
DEV AID:SCREEN DESIGN
1
309.00
309.00
NX10•SDF
DEV AID:SCREEN DESIGN
1
5
CTS5136-SL7
PERIF SW:18/36TRK SW LIC
1
INCL.
5
A5100-SL2
DRIVER:0-R TAPE
1
INCL.
5
A5200-SL2
DRIVER:CART TAPE
2
INCL.
5
RM 5-CA4
INSTLCHANNEL ADPTR MOD
4
70.00
280.00
5
BRM 36- 02
CABINET:36U OPENFRT ADD
3
INCL.
5
RM 9-104
INSTL:I/0 BASE RACK
1
156.00
156.00
5
RM 9-105
INSTL:AD L I/O BASE RACK
1
145.00
145.00
5
CA 301-MLI
ADPTR:MLI CHANNEL
1
79.00
79.00
5
A 930- 2
I/F:1/0 BASE EXCH 2 MLI
1
72.00
72.00
5
RM 3-DBT
INSTL:RACK MNT PDB TRAY
2
INCL.
5
RM 3-DB2
POWER:200V DIST. BOX
2
16.00
32.00
5
CA 322-SCI
ADPTR:DIFFERENTL SCSI 2W
1
61.00
61.00
5
ADP 133-FMF
CABLE:Y CABLE F-M-F
1
5
PT59999•NTE
DATAMGT:ARC-S FOR NT-ENT
1
21.00
21.00
5
4034-T21
10BASET/2 ENA
2
6.00
12.00
5
CA 312-SCI
ADPTR:DIFFERENTIAL SCSI2
1
62.00
62.00
5
NX 5000-RDT
INSTL:REDUND SWITCH HUB
1
33.00
33.00
VX5000-SWH
ACC:SWITCHING HUB
1
CBL24-1
CABLE:1 METER ETHERNET
1
5
1OM 55•ADD
I/F:ADD L I/O BOARDS
1
83.00
83.00
PS3300-3V
POWER:DC MODULE +3.3
1
10M55•CRD
I/F:110M
1
Page subtotal • Upgrade charges
Page subtotal • Monthly charges
$ 0.00
$ 4893.00
Support Services Schedule
of Products Applicable to this Amoment
Agreement Number
Level
Style
Description
(Include vendor name and model 11 non Unisys product)
Quantity
Monthly
Period
Service Warranty Upgrade
Unit charge
Total charge
Monthly Support Services
Unit charge
Total charge
5
MTP 6-64M
MEM:60NS PARITY/TIN/72P
16
21,00
336.00
5
PCT 20000-DLT
TAPE: DRIVE DLT 20GB
2
116.00
232.00
5
SXE 6200-512
PROC:PP 200MZ W/512 CA
6
71.00
426.00
5
OSM 31827-W45
DISK:PKG 2X9,104MB SP RK
2
153.00
306.00
OSM1000-075
UPGRD:OSM 68P WD2S W/OBT
2
OSM3000-SC
DISK:3U SCSI RACK W/PCM
2
5
OSM 3000-APM
UPGRD:ALWAYS POWER MOD
2
5.00
10.00
5
NXC999.ODL
DATAMGT:ODBC 4 TO UNL UG .
1
503.00
, 503.00
5
9246.25H
PRINTER:2000LPMHSSI
2
918.00
_ ••:1836.00
5-
NXT1 NXV
INFO;NXVIEW 1 USR71 LO
100
2.00
.' . 200.00
5
PT01-0FO
DATAMGT:OPEN FILES BKUP •
1
12.00
12.00
5
USR 2145.03
TAPE:RACK MOUNT 1X1
1
305.00
305.00
5
X 395.92
CTRL:GCR MAG TAPE DLP
1
134.00
134.00
5
X 310.91
CTRL:SCSI EXTERNAL DLP
1
198.00
198.00
5
CLU 6000-1OP
TAPE:350 EPH 6000 CART L
1
1671.00
1671.00
5
CLU 5073- FX
CTRL:FX -2' DLP
1
275.00
275.00
X395-95
CTRL:CARTRIDGE TAPE DLP
2
5
CLU 6000•LCU
TAPE:LIBRARY CONTROL UNI
1
294.00
294.00
5
CLU 6000-LMU
TAPE:LIBRARY MANAGEMENT
1
467.00
467.00
5
CLU 1000-SVR
ENHNC:CLU SERVER
1
419.00
419.00
5
CTS 5136-M30
CTRL:CONTROLLER 36 TRK
2
1056.00
2112.00
5
CTS 5136•M34
TAPE:36 TRK QUAD DRIVES
1
1312.00
1312.00
5
CTS 5136•DLK
ENHNC:DRIVE LIBRARY OPS
1
36.00
36.00
5
X 395.95
CTRL:CARTRIDGE TAPE DLP
1
142.00
142.00
5
CTS 5136.2CH
TAPE:2ND CHANNEL ATTACH
1
55.00
55.00
5
CLU6000-NN6
PERIF SW:NXIA NEW CLIENT
1
244.00
244.00
Page subtotal • Upg ade charges
Page subtotal • Mon hly charges
$ 0.00
$ 11525.00
UNISYS Software License Schedule
Equipment Location
City of Miami 400 NW 2nd Avenue Fifth Floor
Miami, FL 33128
Agreement Number
Currency: US $
Item
No
Style
Description
City
Warranty
License
Plan
License
Charge
Initial License
Charge
Installation
Charge
1 '
2
3
4
NXU5800-32W
NXU10-NXV
NXU70-DB1
CLU6000-H SA
CLU6000-LR3
Subscription NX5800 10E
Subscription NX51300 NXView
Subscription NX5800 SBA Tools
Red!, SW: Host SW A-Ser
Peril SW: ACSLS SVR SW
1
500
1
1
1
MLC
MLC
MLC
MLC _
MLC
5,927
667
199
1,571
i,340
License
Plan
Page: Purchase PiloPage:
9,704
Install Charge
Total purchase price
9,704
Total Install Charge
Grand total 9,704
1. The initial license term (and the corresponding changes for licenses) begin upon Unisys
shipment or Clients download of the Software or Software key.
2. Licenses of Software for which. Unisys charges ether an Annual License Charge (ALC)
or a Monthly License Charge (MLC) will continue on a month -to -month basis and the ALC
will renew annually until the license is terminated or canceled in accordance with the Termination
and Cancellation section al this Agreement.
3. For certain licenses, Unisys may charge an Initial License Charge which will include the
first monthly or annual charge,
4. Extended Term Plan (ETP): Licenses of Software for which Unisys charges a single fee
may have a 36 or 60 month extended term. Upon expiration of the extended term, the license will
be automatically continued on a month -to -month basis for a Monthly License Charge, unless
terminated in accordance with the Termination and Cancellation section of this Agreement. or Client
may pay another ETP lee for an additional extended term, it available.
5, One Time Charge (OTC): Client may use the Software for so long as Client continues to use
the Software on the equipment, including SPU(s), for which it was licensed in accordance with
the Agreement.
6. Software that has no license charge listed an this Schedule will have a license term that is
coterminous with Client's possession and use of the equipment on which the Software was
installed.
Software designated Subscription ("SUBSCRN") entitles
Client to receive functional update releases for the Software
during the subscription term, provided Client has a current
license and the latest applicable Maintenance Releases
for the Software. Software designated License Only ("LO")
is provided without media or documentation; Client may
make (a) one copy of the item for each L0 license
granted by Unisys, and (b) one copy for backup purposes,
with each copy retaining all original notices and legends,
Software designated Driver is for use solely with the device
models specified in the driver's then -current published
specification; a separate license is required for each
individual addressable device.
4305 4933.004 (5102)