HomeMy WebLinkAboutlease purchaseagreement07/13/1998 11: 06 9165681590 I+l..0 GROUP INC
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LEASE PURCHASE AGREEMENT NO. FLM107
THIS. AGREEMENT No 11LM107 dated as of April 7; 1997 by and between PRINTRAK tntern.tIonsl, i+>t:. l'iittea% a Delaware
corporation whole principal place of -business is 1260 North Tustin Avenue. Anaheim, CA 921107 and the City of Medlin Messes',
whose principal piece of business is 400 N.W. 2nd Avenue, Miami, FL 33128. .
• • Leiser deiiree •io'ieise to Lissas the Assails, lie hereinafter defined, and Lessee deskea to tease the Assetls) purwent to the terms'
Tarsal. •
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By its alisctitian below. Lessee,rapresenta that lit It hoe reed, understands end agrise to the tame end condition" hereof and tlH) es of
the data be' .xacullan• eirrof: 1II of the covenants, warrantee and representation" set tooth herein only with fuM face and effect.
IN 'WITNESS WHEREOF. the pantie hereto have moused this Agi.sinent No. FLM 107 to be executed by their duty authorized
•repriiintstives er, of the daY and year First written above.
.ituuont PRINTit INTERNA AL. WC.
, •NAME:
TITLE:
:DATE:
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4,0
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LESSEE: Y • ARIA
BY:
NAME:•Edward .Ha
TITLE: City Manager.
DATE:
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• TEfIMi AND CcNDIT'IONs
to: 'Definitions. For pgrpoees of the Ao►sement, the following dell/Wont; will apply:
'Accaptsnce Date. re du date upon which Lessee certifies the Mitts) to be accepted snit In conforrinity with the critede sit forth In
the Acc.ptenas COT1111610i .itachad to each 9ohaduie. •Leesel ii) bgr.es that reieonable opportunity foe inspection shell be five ISI .
• woildnq dltys,•.inohnilv:, !rein the data of Asset deilvsry; end (Ill iprees 10 deliver the Acceptance Certificate or to noitfy 1.1100.01
rttl:ctibn of•ths,, stetiel .within such inspection periods. Upon delivery of the Acceptance Certificate of fsMiire of Leases to•notify Liner
of'rijection:•it shaI be conclusively presumed dui the Ilssittal meet Lessee's requirements in all ssubetaniisi respects.
•'Aseattsl'i meant, th u perianif property. Including any hsrdwera. software:.** tiosnsed products dssoribed ort •ExhSIIt A to lie!
Scbeduie. II'.eeiial•nuntlks pre not Initially provided, Laced+ hereby. nuthsittes Lessor to insert, when evades: actual spout numbers .
on Liiior's Dopy fit, Exhibit A' to the Seitedule. .
• ;AisIQrtea`•.•ttiesiiti the entity to whom the rioh�te. title and intereat.af Lector In, le and under s Schedule may be Ointment.
• • • 'Commas etnent:Dnte.' mama the date upon which the ;seer of each Schedule begirt'.
ii. • `Exhibit`'meape, One a more Exhibits attached to sitd hreorporetad into• each SCtNdule. •
i,E • `Fecal pu1011. rieans the: period of time over whidl funds are regularly and periodically appropriated by or for Lasses.
F•.. ' 'Lsesss'.mosne•tlwiarittty which Is taaling the AtisettelffQrn tha t„'sad�l.
. i PoINTRI+x Int.rnstionai, inc„ which to r
• ■L'aesa' mnrsne ll .eorporitlen. e+rganiearl and "Atha under the laws of the State o!
Delaware, acting is Lessor of the Assails! hereunder?: 1Mi env suruhrNtq. rsaultioo or transferee oorparstlkn; end (WI except who° VI.. '
context rsqukss otherwise; Assigner"; ,r.r.
period....
- •- `y Game unOr peek &Aiduta.r.
OR ` (-'311\1.A
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"Prepayment Amount" means the amount which Lessee may pay to Lessor in order to purchase the Asset(s).
"Schedule" means each agreement entered into by and between Lessee and Lessor which incorporates these Terms and Conditions.
The Schedule describes, among other things, the Assails) and Payment terms for each transaction.
"Software License Agreement" means the agreement which provides for the perpetual license to the software {"Software"} leased
hereunder.
'Term" means the period of time from the Commencement Date until termination of the Schedule.
2.0 Implementation. For purposes of construing a transaction as an integrated agreement the following shall be considered a single
transaction and a legal and binding agreement:
(a) These Terms and Conditions;
(b) A Schedule incorporating the Agreement Terms and Conditions;
(c) The Exhibits specified on the Schedule and incorporated therein.
In the event of conflict or inconsistency between the documents, the terms and conditions of each agreement shall be determined by
giving precedence first to the Schedule, then to the Exhibits, and finally to these Terms and Conditions.
3.0 Term. The Term of each Schedule will terminate upon the earliest of any of the following events:
{a) Lessee's compliance with Section 8.0 herein;
(b) Payment by Lessee under the provisions of Section 8.1 through 8.3 hereof;
(c) Default by Lessee and Lessor's election to terminate the Schedule under Section 7.1 hereof; or
(d) Payment by Lessee of all Payments authorized or required to be paid by Lessee hereunder.
4.0 Amount and Times of Payment. Lessee agrees to make Payments in the amounts and at the times set forth in the Schedule, By
its execution of each Schedule, Lessee finds and determines that the Payments set forth on the Schedule are equal to the fair rental
value of the Asset(s) during the respective Fiscal Period in which such Payments are made.
4.1 Interest. A portion of each Payment is paid as, and represents payment of, interest as specified on Exhibit B to the Schedule,
4.2 Late Charges. Payments received after the due date will be subject to a late charge at the rate of 1.5% per month (or at the
highest rate allowed by law, if less) on any outstanding amount thereof from the Payment due date until the date of receipt by Lessor.
4.3 Abatement of Payments. There will be no abatement or reduction of Payments by the Lessee for any reason. 1t is the intention
of the parties that the Payments be made in all events, unless the obligations to pay such amounts are terminated as provided herein.
4.4 Payments to be unconditional. The obligations of Lessee to make the Payments and to perform and observe the covenants and
agreements contained herein shall be absolute and unconditional in all events except as expressly provided under the Schedule.
Notwithstanding any dispute between or among Lessee, Lessor, or any other person, Lessee shall make all Payments when due anu
shall not withhold any Payments pending final resolution of such dispute, nor shall Lessee assert any right of set-off or counterclaim
against its obligation to make such Payments.
5.0 Care and Use of Assails). Lessee, at its own expense, will obtain maintenance during the Term to keep the Assets} in good
operating condition and appearance. Lessee agrees not to relocate the Asset(s) without the prior written permission of Lessor.
5.1 Inspection. With reasonable prior notice. Lessee will allow Lessor to enter the premises where the Assails) is located during
normal business hours to inspect the Assails).
5.2 Release end Responsibility Covenants. Except as may directly result from Lessor's gross negligence or willful misconduct, Lessee,
and not Lessor, shall bear responsibility for any and all liabilities, obligations, losses. claims, and damages whatsoever, regardless of
cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest
arising out of or as the result of the entering into the Schedule, the manufacture or ownership of any Asset, the ordering, acquisition.
use, operation, condition, purchase, delivery, rejection, storage or return of any Asset resulting in damage to pro erty or injury to or
death to any person including, without limitation. any claim alleging latent or other defects, Volt o r le by Lessor or
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Lessee; any claim for patent, trademark or copyright infringement; and any claim arising out of /lability in tort. Lessee's responsibility
under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under the Schedule or the
termination of the Term thereof for any reason. Promptly upon learning of any claim or liability arising hereunder, Lessee and Lessor
agree to give the other party prompt notice thereof.
5.3 Taxes and Licenses. Lessee will comply with all Paws and declare and pay all taxes relating to the Asset(s) and Lessee's
obligations hereunder, including, but not limited to, sales and use taxes, gross receipts taxes (including business and occupational
taxes which are based on Lessor's gross revenues related to this transaction), registration fees, license fees. documentary stamp
taxes, personal property and ad valorem taxes and all other taxes, licenses and charges imposed on the ownership, possession of or
use of the Asset(s) during the Term of the Agreement, together with interest and penalties. Notwithstanding the foregoing. Lessee
will not be obligated to pay taxes based solely upon Lessor's net income, nor shall Lessee be required to pay taxes it contests in good
faith and by appropriate proceedings with any taxing authority, if nonpayment under such circumstances involves no risk of forfeiture
or encumbrance of the Asset(s).
5.4 Tax Covenants. Lessee will take no action that would cause the interest portion of the Payments to become includible In the
gross income of the recipient far federal income tax purposes under the Internal Revenue Code of 1986 and Treasury Regulations
promulgated thereunder (collectively referred to herein as 'Code% all as amended from time to time, and Lessee will take and will
cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest
portion of the Payments does not become includible in the gross income of the recipient for federal income tax purposes under the
Code. Pursuant to the Code, Lessee hereby certifies, with respect to each Schedule the following: .
(a} The Lessee will not receive any proceeds or other consideration for its payment of the Payments pursuant to the
Agreement, other than the use of the Assetlsi. It is reasonably expected that the Lessee will not sell or otherwise
dispose of the Asset(s) prior to the termination of the Agreement.
(b) It is expected that Payments under the Agreement will be paid from periodic appropriations of the Lessee deposited
into the general fund of the Lessee, that such appropriations will equal the Payments due during each Fiscal Period
of Lessee, and that all amounts paid for Payments will be from an appropriation made by the Lessee during the
Fiscal Period in which such Payment is made. No other fund or account, authorized or established pursuant to the
Agreement, or otherwise, will be used directly or indirectly to pay Payments under the Agreement nor is any other
fund pledged as security for the payment of Payments under the Agreement.
(c) No more than ten percent 110%) of the use of any unit of the Asset(s) in any month will be by persons or entities
other than the Lessee or its employees on matters relating to such employment. and no more than five percent
15%) of the use of any unit of the Asset(s) in any month will be unrelated to use by or for the Lessee. No
management contract shall be entered into with respect to any unit of the Asset(s) unless G1 at least half the
compensation is on a periodic, fixed -fee basis; (ii) no compensation is based on a share of net profits; and liii} the
Lessee is able to terminate the contract without penalties at the end of any three years,
(d) The Lessee agrees to comply with all applicable 'arbitrage regulations".
In compliance with federal statutes relating to tax exempt obligations, Lessee agrees to cooperate with the Lessor in the assimilation
and verification of information with regard to any matters whatsoever concerning the Agreement, and further agrees to execute,
deliver and provide Lessor with satisfactory evidence of the filing of such documentation as may be required for the purpose of
properly reporting the Agreement, including without limitation, IRS forms 8038-G or 8038-GC, as required under the Cade. Lessee
understands and agrees that the Payments hereunder have been bargained for in consideration of Lessee's fulfillment of the obligations
described immediately above, in addition to its other obligations hereunder. Upon its failure to comply with the above obligations,
Lessee agrees with Lessor that, at Lessor's option, either (i) if the resulting interest charges shall not exceed the maximum rate
allowed by law, the Agreement will be amended in writing to increase all Payments remaining from the time of such failure ("Adjusted
Payments") or extend the Term ("Adjusted Term"), or both, such that the Adjusted Payments will fully amortize the total Lessee's
Cost set forth on Exhibit A to the Schedule over the Term (or, if applicable, the Adjusted Term) at an interest rate of 1.54 times the
rate at which the original Payments were calculated or (ii) an event of default of Lessee pursuant to Section 7.0(b) shall have occurred.
Lessee further agrees that the Adjusted Payments, and if applicable, the Adjusted Term, shall apply in lieu of the remaining original
Payments wherever referenced in the Agreement and the Prepayment Amount shall be recalculated based on such Adjusted Payments,
and if applicable, the Adjusted Term.
5.5 Assignment by Lessee. Without the prior written consent of Lessor and Assignee, Lessee agrees not to lease, assign or transfer
all or any part of its rights and obligations under the Agreement or in the Asset(s).
ORIGINAL:
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5.6 Delivery of Related Documents. Lessee will sign or provide the following documents satisfactory to Lessor: (i) Opinion of
Counsel; Ili) Essential Use Questionnaire; Iiii) Acceptance Certificate; (iv) IRS Form 8038-G or -GC; (v) Insurance Certificate or if Lessor
has agreed to Lessee's self-insurance, a detailed description of Lessee's self-insurance plan; (vi) Notice of Assignment; (ull) Other
documents as reasonably requested by Lessor for the purpose of carrying out the transactions described in the Schedule.
5.7 Transportation and Installation Charges. Lessee shall be responsible for all charges relating to the transportation of Assets) to
Lessee's location and Installation at such location.
,040,0O4 per
5.8 Insurance. Lessee shall, at its own expense, provide liability insurance with a coverage limit of not Tess than 51
occurrence and provide property insurance insuring the Assetls) against all risks, including, but not limited to, war risk, earthquake
and flood damage, in such amounts as Lessor shall reasonably require (but not less than the Prepayment Amount described in Section
8,1 hereof). Lessee shall obtain coverage with an insurance carrier licensed to provide property, casualty and liability insurance In the
State. An insurance carrier not so licensed shall not be acceptable unless Lessor, in its sole discretion, shall so consent in writing. All
such insurance policies shall provide coverage in amounts satisfactory to Lessor, shall name Lessee, Lessor, and Lessor's Assignee as
additional insureds under a standard mortgage type clause and as Toss payees, as their interests may appear, and shall provide that
they may not be canceled or altered without at least thirty (30) days prior written notice to Lessor and its Assignee. Lessee's liability
for loss under Section 8.3 shall not be diminished by any insurance payment less than the actual amount of the loss. Lessee shall
carry Workmen's Compensation insurance, as required, covering all employees an, in, near or about the Asset(s) and shall require any
other person or entity working on, in, near or about the Assetls) to carry such coverage, and will furnish to Lessor, upon request,
certificates evidencing such coverage throughout the Term of each Schedule. Lessee may elect to self insure for the coverage
requirements stated herein, provided that Lessee furnishes to Lessor evidence that such insurance coverage is in effect.
5.9 Advances. In the event Lessee shall fail to make any payments or to perform or to comply with any of its covenants or
obligations herein contained, Lessor may (but shall be under no obligation to) advance such amounts as are necessary to cure such
failure, purchase the required policies of insurance and pay the premiums on the same or to make such repairs or replacements to the
Asset as are necessary. All amounts so advanced therefore by Lessor shall become additional payments, payable during the then
current Fiscal Period of the Lessee, which amounts Lessee agrees to pay immediately upon Lessor's request, together with interest
thereon at the rate of 1.5% per month, or the highest rate allowable by law, if less, from the date the advance was made until the
date Lessor is repaid,
6.0 Title. During the Term, title to the Asset(s) and any and ail repairs, replacements or modifications thereto will be retained by
Lessor, except far those additions to the Assetls) made by Lessee which may be removed without damaging the Assetls). Lessee
shall not have any right, title or interest in the Asset(s) or in any additions, replacements, repairs or modifications thereto except as
expressly set forth in the Agreement. In the event of termination as set forth in Section 3.O(a) or default as set forth in Section 7.0
pursuant to which Lessor elects repossession, Lessee will reasonably surrender possession of the Asset(s) to Lessor.
6.1 Liens. Until all Payments are made or prepayment in accordance with Sections 8.1 and 8.2 hereof is complete, Lessee will keep
the Asset(s) free from any lien, encumbrance or legal process and Lessee will promptly discharge any claim which might become a lien
or charge against the Asset(s).
6.2 Reserved.
6.3 Personal Property. The Asset(s) will remain personal property and will not be so affixed to realty as to change its character to a
fixture or realty. Lessee shall obtain, as to any place where the Asset(s) is located, a waiver from the landlord and/or mortgagee
thereof with respect to any rights that either may have under focal law to levy or distrain on the Asset(s) and shall obtain the legal
description of the real estate upon request by Lessor.
6.4 Alterations, Additions, Attachments. In the event the Lessee must return the Asset(s), and at Lessor's request, Lessee, at its
expense, will remove all alterations, additions. and attachments and repair the Asset(s) as necessary to return them to the condition in
which they were furnished, reasonable wear and tear excepted. If, upon repossession of the Asset(s), alterations, additions or
attachments have been made to the Asset(s) which cannot be removed without damaging same, Lessee agrees to convey to Lessor
title to such alterations, additions and attachments, free and clear of all liens and encumbrances, upon Lessor's request and without
further consideration other than Lessor's agreement hereby to permit Lessee to make such ��ie� alterations, additions or attachments to the
Asset(s). Any replacement and repair parts are Asset(s) subject to the terms of the Scnee IGII\JAL
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6.5 Asset Return. Lessee is responsible for the return costs related to the termination of the Agreement pursuant to Sections 7.1 or
8.0, including deinstallation, rigging, drayage, freight, and insurance to the destination specified by Lessor within the continental
United States. Lessee will pay for any repairs necessary to make the Asset(s) acceptable for manufacturer's maintenance. Lessee
further agrees to immediately return all originals and copies of the Software portion of the Asset(s) to Lessor and erase ail Software
resident in computer memory.
7.0 Default. Any of the following events shall constitute a default under a Schedule:
(a) Except as provided in Section 8.0 hereof, Lessee fails to make any payment required hereunder when due.
lb) Lessee fails to observe or perform any other covenant, condition, agreement or warranty of a Schedule and such
failure continues for twenty (20) days without cure after Lessor provides Lessee written notice of such failure.
(c) The determination be Lessor that any representation or warranty made by Lessee was untrue in any material
respect upon execution of the Schedule. ,
(d) Lessee becomes insolvent, makes an assignment for the benefit of creditors, applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or
a petition is filed by or against Lessee under the federal bankruptcy laws or any similar state or federal laws
providing for the relief of debtors.
(e) Lessee attempts to use, copy, license, or convey any Software included in the Asset(s) in any manner contrary to
the terms of this Agreement.
(f) Lessee fails to observe or perform any covenant, agreement or,warranty of the Software License Agreement(sl.
(9) Any termination of the Software License Agreement(s1.
7.1 Remedies, Upon the occurrence of an event of a default, without further notice or demand, Lessor may at its option do any or all
of the following:
(a) Terminate the Schedule by providing written notice to Lessee;
(b) Request Lessee to, and Lessee agrees that it will, peaceably return the Asset(s) in accordance with the provisions
of Section 6.5 hereof. Lessee shall immediately return ail originals of any Software and erase all Software resident
in computer memory;
lc) Sell, lease, rent or use the Asset(s) at its sole discretion. In the event Lessor is not able (pursuant to the terms of
any applicable Software License Agreement or otherwise) to relicense the Software, Lessee waives any right now
or hereafter conferred by statute or otherwise which may require Lessor to sell, license or otherwise use any of the
Software in mitigation of Lessor's damages or which may otherwise limit or modify any of Lessor's rights or
remedies. Lessee remains liable for arrears of Payments, the costs of taking possbssion of the Asset(s) Including
storage, repair and return pursuant to Section 6.5, court costs and,attorney's fees, sale or lease costs, and the
balance due under the current Fiscal Period;
Id) Declare immediately due and.payable all monies due during the current Fiscal Period by providing written notice to
Lessee; and
(e} Take any court action at law or in equity to enforce performance of the obligations or covenants of the Schedule
and to recover damages for the breach thereof. Lessee shall remain liable for reasonable damages provided by saw
including all costs and expenses incurred by Lessor due to the default by Lessee, and, subject to legally available
funds, interest at the rate of 1.5% per month (or the highest rate allowed by law, if less) on such costs and
expenses, from the date incurred until receipt by Lessor of payment therefor.
7.2 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy
shall be cumulative and shall be in addition to every other remedy given under the Agreement 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 time to time and as often as may be deemed
expedient.
8.0 Termination for Non -Appropriations. Lessee intends to continue each Schedule for its Term, and to pay the Payments and make
other payments due hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Payments
during the Term can be obtained. Lessee further intends to do ail things lawfully within its power to obtain and maintain funds from
which the Payments may be made. Notwithstanding the foregoing, Lessee's obligations to pay any amounts due for those Fiscal
Periods succeeding the Fiscal Period first in effect at the commencement of the Term are contingent upon legislative appropriation or
approval of funds for that purpose. Therefore, the Lessee may terminate a Schedule with respect to not less than all of the Assets)
hereunder effective as of the end of any of its succeeding Fiscal Periods {the "Terminatio D e" b g v' L sgr and its Assignee
sixty (601 days prior written notice that the Schedule will terminate in accordance with th( ris a a/ai{ 8.0 by reason of
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failure of appropriation of adequate funds to pay the Payments to be due on or after the Termination Date, and advising Lessor of the
location(s) where the Asset(s) may be found on the Termination Date. All obligations of Lessee to make Payments due after the
Termination Date will cease and all interests of Lessee in the Asset(s) will terminate. Notwithstanding the foregoing, Lessee agrees to
not to terminate a Schedule under this provision if any funds are appropriated to it for the Fiscal Period in question for the acquisition
(by purchase. lease, or otherwise) of functionally similar asset(s) or asset(s) performing similar applications and procedures; (ii) without
creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use its best
efforts to obtain appropriation of the necessary funds to avoid termination of the Schedule by taking all approprlate action including
the inclusion in Lessee's budget request for each Fiscal Period during the Term hereof a request for adequate funds to meet its
obligations and to continue the Schedule in force, and; (iii) that it will not give priority or parity in the application of funds to any other
functionally similar asset(s) for use by the Lessee. Lessee represents and warrants it has adequate funds to meet its obligations during
the first Fiscal Period of the Term. Lessor and Lessee understand and intend that the obligation of Lessee to pay 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 or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything
contained herein constitute a pledge of the general revenues, funds or monies of Lessee beyond the Fiscal Period for which sufficient
funds have been appropriated to pay Payments hereunder, Nothing herein shall constitute a pledge by Lessee of the full faith and
credit of Lessee, nor does Lessee pledge any ad valorem taxes or other moneys, other than moneys lawfully appropriated by the City
of Miami from time to time for Lessee in its annual budget for the purpose of making payments hereunder. Lessor shall not have the
right to require or compel the exercise of any ad valorem taxing power of, or the appropriation of any funds by the City of Miami to
obtain the payment or performance of any of Lessee's obligations created by this Agreement.
8.1 Prepayment. At the option of Lessee, and providing that Lessee shall ,not at such time be in default hereunder. Lessor's estate
(and a perpetual license to any software portion of the Assets) in all, but not less than all, of the Asset(s) under a Schedule will be
transferred, conveyed and assigned to Lessee and the Agreement shall terminate:
(a) upon payment in full of all Payments and all other amounts due hereunder and the payment of one dollar; or
(b) on any Payment date, provided Lessee shall have delivered written notice sixty (66) days prior to such date of
Lessee's intention to terminate the Agreement pursuant to this Section 8.1(b), by payment, concurrently with and
in addition to the Payment due on such data, the Prepayment Amount specified for such Payment date on Exhibit
B to the Schedule; or
(c) if the Agreement is terminated pursuant to Section 8.3 of the Agreement, in the event of damage, destruction or
condemnation of the Asset(s), and if Lessee is not on such date in default pursuant to any term of the Agreement,
upon payment of the then applicable Prepayment Amount to Lessor as set forth in Section 8.1(b).
8.2 Lessee's Rights on Prepayment or Payment in Full. Upon (i) Lessee's exercise of its right of prepayment and/or (til Lessee's
having satisfied all of its monetary and other obligations hereunder, Lessee shall have clear title to the Asset(s).
8.3 Risk of Loss.
(al With regard to the Asset(sl, commencing upon delivery and continuing throughout the Term, Lessee hereby
assumes and shall bear the risk of loss with respect to any damage, destruction, loss, theft, or governmental
taking, whether partial or complete and whether through any fault or neglect of Lessee or otherwise.
(b) If any Asset is damaged, Lessee shall promptly notify Lessor and shall, at Lessee's expense, within sixty (601 days
of such damage, cause to be made such repairs as are necessary to return such Asset to its previous condition.
Lessee shall then be entitled to receive from Lessor any insurance or other recovery received by Lessor in
connection with such damage.
(c) In the event any Asset is destroyed, damaged beyond repair, lost, stolen, or taken by governmental action for a
stated period extending beyond the Term of any Schedule (an "Event of Loss"), Lessee shall promptly notify Lessor
and pay to Lessor, on the next Payment date following a.uch Event of Loss, an amount equal to the Prepayment
Amount for such Asset. Alter payment of such Prepayment Amount and all Payments due and owing on or before
such Payment date, Lessee's obligation to pay further Payments allowable to the Asset which suffered the Event of
Loss shall cease. After paying such Prepayment Amount to Lessor or its Assignee, Lessee shall be entitled to
receive from Lessor any insurance or other recovery received by Lessor and its Assignee in connection with such
Event of Loss.
(d) In the event of a governmental taking of any Asset for an indefinite period or a stated period which does not extend
beyond the Term, all obligations of the Lessee with respect to such Asset (including payment of Payments) shall
continue. So long as Lessee is not in default hereunder,, Lessor shall pay to Lessee all sums received by Lessor
from the government by reason of such taking.
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9.0 Assignment. Lessee understands that Lessor is, simultaneously with the execution of this Agreement, assigning all of its
obligations, rights, title and interest in the Agreement, the Equipment, and all rights to receive further payments to MLC Group, Inc.
("MLC"). Upon execution hereof, MLC shall be deemed the Lessor hereunder. MLC may upon notice to Lessee assign its rights, title
and interest in the Agreement, the Equipment listed on Exhibit A to the Schedule and all rights to receive further payments to an
assignee whom may in turn assign the same to subsequent assignees (all such assignees collectively referred to as "Subsequent
Assigns'), subject to the rights of Lessee hereunder. Lessee consents to such assignments and agrees to send all Agreement notices
to both MLC and any Subsequent Assigns. All rights of and indemnifications by Lessee will inure to MLC and any Subsequent
Assigns. No such Subsequent Assigns will be obligated to perform any of the obligations of MLC. Lessee agrees to make payments
required under the Agreement directly to MLC and any such Subsequent Assign without abatement or reduction of any kind. Lessee
will not assert against MLC or any Subsequent Assign any claim, defense, counterclaim, offset or recoupment of any kind, variety or
nature which Lessee may have against Lessor. Lessee agrees to maintain a book entry system as required by the Internal Revenue
Coda of 1986.
9.1 Advice of Assignment. Upon assignment of Lessor's interests to an Assignee, Lessor will cause a written notice of such
assignment to be sent to Lessee, which Lessee shall promptly execute and return to Lessor and which shall be sufficient if it discloses
the name of the Assignee and the address to which Payments hereunder shall be made. No further action will be required by Lessor.
Lessee agrees to affix a copy of each notification of assignment to the Lessee's counterpart of the Agreement.
10.0 Warranties and Representations of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor and its
Assignee(s):
(a) Lessee is organized and existing under and by virtue of the authorizing statute or constitutional provisions of the
State of Florida ("State");
(b) Lessee is authorized under the Constitution and laws of the State to enter into the transactions contemplated
hereby and to perform all of its obligations hereunder;
ic) No approval, consent or withholding of objection is required from any governmental authority with respect to the
entering into or performance by the Lessee of the Schedule and the transactions contemplated thereby;
id) Lessee represents that the execution and delivery of each Schedule has been duly authorized, constitutes a legal,
valid and binding agreement of Lessee and that all requirements have been met and procedures have occurred in
order to ensure the enforceability of the Schedule (except as such enforceability may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights generally, and by the application of equitable principles if
equitable remedies are sought), and Lessee *has complied with such public bidding requirements as may be
applicable to each Schedule and the acquisition by Lessee of the Asset(sl hereunder)
(e) The entering into and performance of the Schedule will not violate any judgment, order, law or regulation applicable
to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge or
other encumbrance upon any assets of Lessee or on the Asset(s) pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may
be bound;
if) There are no actions, suits or proceedings pending or, to the knowledge of Lessee, threatened against or affecting
Lessee in any court or before any governmental commission, board or authority which, If adversely determined, will
have a material, adverse effect on the ability of Lessee to perform its obligations under the Schedule;
(g) The Lessee is a political subdivision within the meaning of Section 103 of the internal Revenue Code and the
related regulations and rulings, and the portion of payments identified as deferred interest charges to maturity,
upon receipt, will not be includable in Federal gross income under statutes, regulations, court decisions and rulings
existing on the data of the Agreement and consequently will be exempt from present Federal income taxes and
income taxes of the State;
(h) The use of the Assets} is essential to Lessee's proper, efficient and economic operation; and
(i} Lessee understands and agrees that Lessor is relying on the essential nature of the Asset(s) to the Lessee and upon
Lessee's covenant to complete full implementation of the Asset{s) and any system associated therewith (the
"Project"). In the absence of such a covenant by Lessee, Lessor would not provide the financing for the project
under the Schedule. Failure to honor this covenant shall be a material breach of the Schedule and constitute an
event of default hereunder, independent of any failure of the legislature to appropriate funds.
11.0 Disclaimer of Warranties. The Lessee acknowledges that the Assetfsl are of a size, design, capacity, and manufacture selected
by the Lessee, LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR, IMPLIED, RELATING TO THE
ASSET(S) OR PATENTS RELATING THERETO; AND LESSOR HAS EXPRESSLY MADE NO WARRANTY AS TO THE VALUE, DESIGN,
CONDITION. MERCHANTABILITY OR'FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE ASSET(S). Lessor and its Assignee will
7
ORiG!NAL
not be liable to the Lessee or any other party for any liability, loss or damage, including consequential damages. caused or alleged to
be caused, directly or indirectly, by the Assetls) or by any inadequacies thereof or deficiency or defect therein, by any incident
whatsoever in connection therewith or in any way related to or arising out of the Agreement. With respect to warranties which ate
not assignable, Lessor agrees to take, at Lessee's request and expense, such reasonable actions against third parties as are neceasety
to enforce such warranties for Lessee's benefit.
12.0 Waiver. No delay or omission by the parties in exercising any right in a Schedule shall operate as a waiver of that or any other
right and no single or partial exercise of any right shall preclude the parties from any further exercise of any right or remedy.
12.1 Interpretation. Ail section headings contained herein are for convenience of reference only and are not intended to define, limit
or describe the scope of any provision of a Schedule. Terms used in the plural include the singular, and vice versa, unless the context
otherwise requires. _
12.2 Severability. In the event any portion of a Schedule shall be finally determined by any court of competent jurisdiction to be
invalid or unenforceable, such provision shall be deemed void and the remainder of the Schedule shall continue in full force and effect.
12.3 Ambiguity. The parties to each Schedule, and each of them, hereby represent that the language contained heroin is to be
construed as jointly proposed and jointly accepted, and in the event of any subsequent determination of ambiguity, all parties shall be
treated as equally responsible for any such ambiguity.
12.4 Governing Laws. Each Schedule shall be construed in accordance with and governed by the laws of the State.
12.5 Amendment. Each Schedule may only be amended in writing by obtaining the signature of the parties. No assigned Agreement
may be modified without the prior written consent of Assignee.
12.6 Execution. Each Schedule may be executed in any number of counterparts but only the counterpart that is labeled 'Original" will
be deemed to be the original Schedule and shall be the only counterpart which may be transferred and given to transfer the rights of
Lessor thereunder.
12.7 Formation of Agreement. Lessor shall not be bound by the Agreement until it is executed by an authorized signatory of Lessor.
12.8 Complete Agreement. Each Schedule shall constitute the complete agreement between the parties for the lease of the Asset(s)
referenced therein and shall supersede all prior agreements, written or oral, with regard to the matters addressed therein.
12.9 Binding Effect. Each Schedule shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective
successors and assigns.
12.10 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given
when delivered or mailed by registered mail, return receipt requested, at the addresses as set forth on Page 1 hereof.
12.11 Usury. It is the intention of the parties hereto to comply with applicable usury laws. Accordingly, It is agreed that.
notwithstanding any provisions to the contrary in a Schedule, in no event shall a Schedule require the payment or permit the collection
of interest or fees in excess of the amount permitted by applicable law. Any such excess interest or fees shall be applied to reduce
the principal portion of the Payments. In determining whether the interest paid or payable exceeds the highest lawful rate, the total
amount of interest shall be spread through the Term so that interest is uniform throughout such Term.
j:lusers\jasonljasonlcontractlflm t 07.doc
8
ORIGINAL
Agreement No. FLM 107
Schedule No. 1
April 7, 1997
THIS SCHEDULE dated as of April 7, 1997 is issued pursuant to Agreement No. FLM107 dated as of April 7, 1997 between the
parties thereto to authorize installation of the Assetlsl listed herein. As further described in Section 2.0 of the Agreement Terms and
Conditions, this Schedule incorporates the provisions of the above referenced Agreement and the Exhibits listed below. All terms used
herein have the meanings ascribed to them in the Agreement, unless otherwise noted.
1. Asset Location: City of Miami Police Department, 400 N.W. 2nd Avenue, Miami, FL 33128
2. Invoicing Address: City of Miami Finance Department, PO Box 330708, Miami, FL 33233-0708
3. Commencement Date: Date of Acceptance.
4. Period of Rental Payment: Monthly
5. Number of Rental Payments: Thirtysix (36)
6. Asset Costs: $390,000.00
7. Included in the Asset Cost is a down payment of $39,000.00 which Lessee shall pay directly to PRINTRAK International, Inc,
upon the execution of this Schedule.
(8. In addition to, but separate from, the Payments listed on Exhibit B., Payment Schedule, Lessee shall make thirty-six (361
monthly maintenance. payments of $2,833.33 ('Maintenance Payments") which shall be due in arrears commencing on the
date of the next month which corresponds to the Acceptance Date.
The following Exhibits are annexed hereto and made a part hereof:
Exhibit A. Asset Schedule
Exhibit B. Payment Schedule
The Schedule and the documents incorporated herein constitute a separately assignable obligation of Lessee.
By its execution below, Lessee represents that II) it has read and understands all documents listed 4bove and Pi) as of the date of
execution hereof, at of the covenants, warranties and representations therein apply to this Schedule with full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule No. 1 to be executed by their duly authorized representatives
as of the day and year first written above.
LESSOR:
LESSEE:.
PRINTRAK INTERNATIONAL, INC.
By:
Name:
Title:
Date:
APPRO n As TO F► 1' AND D C?1 ECTNESS:
RISK MANAGEMENT ADMINISTRATOR
CITY OF MIAMI
By:
Name:
Title:
Date:
APPROVED AS TO Form AND CORRECTNESS:
•
"
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8
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11
12
13
14
15
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19
20
21
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23
24
25
26
27
28
29
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31
32
33
34
35
36
Agreement No. FLM 107
Schedule No. 1
Exhibit B. PAYMENT SCHEDULE
The interest Portion of this Payment Schedule is provided for internal comparisons only.
Payment Payment
Number mount
1 11,012.92
2 11,012.92
3 11,012.92
4 11,012.92
5 11,012.92
6 11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
11,012.92
By:
(Lessor)
Interest
Portion**
2,365.02
2,306.76
2,248.09
2,189.04
2,129.58
2,069.73
2,009.47
1,948.80
1,887.73
1,826.24
1,764.34
1,702.03
1,639.29
1,576.13
1,512.55
1,448.53
1,384.09
1,319.21
1,253.89
1,188.14
1,121.94
1,055.29
988.20
920.65
. 852.65
784.19
715.27
645.89
576.04
505.71
434.91
363.64
291.89
219.65
146.92
73.71
Prepayment
Amount*
356,669.89
347,217.40
337,723.56
328,188.18
318,611.08
308,992.09
299,331.01
289,627.66
279,881.86
270, 093 .4'2
260,262.16
250,387.89
240,470.42
230,509.56
220,505.12
210,456.90
200,364.73
190,228.41
180,047.74
169,822.53
159,552.58
149,237.70
138,877.70
128,472.37
118,021.52
107,524.94
96,982.44
86,393.82
75,758.87
65,077.40
54,349.19
43,574.05
32,751.77
21,882.13
10,964.95
0.00
By:
(Lessee)
• The prepayment amount is due concurrently with and in addition to the Payment then due.
" Lessor reserves the right to reallocate principal and interest in order to reflect the actual rates at which assignments are
ultimately made. In no event shall the total interagt portion be increased.
0 RI GI