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Ord. No. 44-05-1866 (KOCH)WHEREAS, Sungard HTE software and technology solution has been the City's computer software provider for ten years, and WHEREAS, Sungard HTE software and technology solution has provided a proposal for a total city -wide system upgrade to the NaviLine module system for a total cost of $89,730.00, and WHEREAS, Koch Financial Corporation has provided the City of South Miami with a three year financing proposal for the acquisition of the Sungard HTE software upgrade for a total amount of $97,643.24, with monthly charges of $2,712.31 for three years. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMT, FLORILDA THAT-. Section 1. The City Manager is authorized to enter into a three year contract, attached as exhibit "A," with Koch Financial Corp to finance a Sungard HTE software upgrade for the City's computers_ Section 2. Monthly charges of $2,712.31 will be charged to account # 001.1340.513.4634, titled MIS Maintenance- Internet Software, as budgeted in Fiscal Year 2005/06. This account has a current balance of $96,161.00 Section 3. That all ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed. Section 4. This ordinance shall take effect immediately upon approval. SIGNATURE PAGE TO FOLLOW Pg. 2 of Ord. No. 44 -05 -1866 PASSED AND ADOPTED this 14 day of ��� < 2005. ATTEST_ i .e CITY CLERK ';11AYt f I'Reading- 11 /15/05 2nd Reading -12 / 6 / 0 5 COMMISSION VOTE: 4-o Mayor Russell: Yea Vice Mayor Palmer: absent Commissioner iscombe: Yea Commissioner Birts- Cooper: Yea Commissioner Sherar: Yea CADaeuments and SetfingslAricke\My DocumentslWord Docmnents%OrdinanceHTEUpgrade .doe CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM To: Honorable Mayor, Vice Mayor & City Commission From: Maria V. Davis S City Manager ORDINANCE: South Miami bdkd l�- A,ne�a�l]r i 1 2001 Date: December 6, 2005 Agenda Item # 9.- Re: Authorizing the, City Manager to enter into a three year agreement for the financing and purchase of computer software upgrades AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE YEAR CONTRACT WITH KOCH FINANCIAL CORPORATION IN THE AMOUNT OF $97,643.24 IN ORDER TO FINANCE THE PURCHASE OF A CITY - WIDE COMPUTER SYSTEM SOFTWARE UPGRADE FROM SUNGARD HTE SOFTWARE AND TECHNOLOGY SOLUTION; CHARGING MONTHLY PAYMENTS IN THE AMOUNT OF $2,712.31 TO THE MIS MAINTENANCE - INTERNET SOFTWARE ACCOUNT NUMBER 001.1340.513.4634; PROVIDING FOR SEVERABILITY, ORDINANCES IN CONFLICT, AND AN EFFECTIVE DATE. BACKGROUND AND ANALYSIS: The City is in need of a new and updated computer system software & technology that Koch Financial Corp, located in Overiand Parr, KS, has offered to finance for a period of three years. The proposed upgrade of the City's computer system and technology has been proposed by our current vendor of ten years, Sungard HTE software and technology solution, for a total cost of $89,730.00. The amount being financed for the solution is $89,730.00 at a rate of 5.570 °i6, resulting in 36 monthly payments of $2,712.31; the first payment is due January 1, 2006 for a total contract price of $97,643.24. This is a currently budgeted expenditure for 2005106. • Our software application is ten years old and is menu driven, which is extremely slow and requires more training for new personnel. • A Needs Assessment performed by HTE indicated that City employees had requirements that the present software could not fulfill, and that City employees require more training. The installation will begin in January 2006 and the training will begin in February 2006. All Department Directors will be required to meet with appropriate HTE support personnel at least once a month during this period of training. ® HTE has provided excellent training and HTE has allowed the City to request certain trainers that we have established relationships with and work well with our personnel_ HTE provides periodic upgrades to all applications, which keeps the applications up to the state- of-the -art. The cost of the upgrades is included in the annual maintenance fee. The system will be state -of -the art technology, which will include an integrated, multi - platform network modules to provide the following services- * GMBA -GMJ • Global Financials • Purchasinglinventory Accounts Receivable ® Cash Receipts • Payroll /Personnel • Business Licenses • Code Enforcement • Customer Information System • Building Permits • Land /Parcel Management • Work Orders /Facility Management • Document Management Services NaviLine Browser User Interface The SunGard HTE NaviLine Series combines the proven functionality of SunGard HTE Total Enterprise Solution software with a modern web browser display. The result is an integrated information system that is powerful, yet easy to use. NaviLine takes advantage of the security and reliability of an IBM iSeries server for data storage, while providing a familiar web -like graphical environment for accomplishing daily business tasks. Navil-ine applications are delivered through HTE's intemet and work together seamlessly to provide an enterprise -wide system solution. Web Browser User Interface • Consistent across applications • Faster to learn • Easier to use • Nigher productivity • Customizable features • Streamlined navigation User Friendly Features • Hyperlinks to home, e-mail, new window, shortcuts, SunGard HTE support, and Screen - sensitive help • User - defined background screen colors with different colors for each session • Window resizing capability • Ability to export charts to Word through SunGard HTE Document Management Services (DMS) • Ability to export chart data to Excel • Keyboard shortcuts and function keys as an alternative to using a muse • Store commonly used functions as favorites • Color -coded fields classify data status • Right- clicking a record displays a pop -up window with all the functions that apply • Tab controls for quick navigation • Pop -up calendar for quick date selection Server Delivery • No per seat installation or license fee • Lower cost to purchase • Less cost to maintain Java Implementation — The standard in software development technology • Platform compatibility • Thin - client technology • Enhanced integration with other graphical applications • Positioned for evolving technology advances NaviLine Series Architecture FUNDING: The monthly payments in the amount of $2,712.31 will be made from the MIS Maintenance- Internet Software account number 001.1340.513.4634 as budgeted in the Fiscal Year 2005106 budget with account balances as follows: Current Balance $96,161.00 2005106 Appropriation 24,410.79 New Balance $71,750.21 RECOMMENDATION: It is recommended that the City Commission approve the ordinance. LC7 KOCH FINANCIAL CORPORATION March 22, 2006 Mr. Gremaf Reyes City of South Miami greyes@cityofsouthmiamI. net Ms. Holly Thompson Sungard HTE, Inc. hthompson(@hteinc.com RE: Financing Proposal for City of South Miami, Florida Dear Mr. Reyes and Ms. Thompson: Koch Financial Corporation is pleased to provide this proposal to finance the proposed acquisition of a Sungard HTE software and technology solution by the City of South Miami, Florida. Our proposed terms and conditions are as follows: Lessor: Koch Financial Corporation ( "Koch ") Lessee: City of South Miami, Florida (the "City ") Issue Type: Tax - exempt installment purchase financing, subject to annual appropriation Funding Date: May 1, 2006 (estimated) Amount Financed: $89,730 Payments: Monthly payments in arrears Term: Three (3) years Interest Rate: 5.57% Payment: $2,712.31 Payment Factor 0.030227 Total of All Payments:. $97,643.24 Prepayment Terms: On any payment date, in whole, but not in part, as per the attached payment schedule. Fees or Closing Costs: None. However the City will be responsible for any of its own fees or expenses or those of any consultants or advisors it may retain. Koch is willing to finance expenses related to closing the transaction. Documentation: It is anticipated that the transaction will be documented via an Installment Purchase Agreement in a form provided by Koch. A sample of the financing documentation will be provided upon request or may be viewed on our website at www.kochfinancial.com 17767 N. Perimeter Drive • Scottsdale + 480 -419 -3600 FAX 480 - 419 -3603 • E -mail; Michael.salce @kochfinancial.com • Website www.kochfinancial.com Financing Proposal Sungard HTE City of South Miami, Florida Koch Financial Corporation March 22, 2006 Rate Lock: The interest rate referenced above is proposed as a firm bid for any funding date through May 1, 2005, based upon written acceptance from the City by no later than April 13, 2005. The interest rate is subject to indexation thereafter. Other Conditions: This proposal is subject to: o Negotiation of all final financing documents required to the satisfaction of all parties; o Verification of eligibility for tax exempt financing; and o Final underwriting, due diligence and credit approval Koch Financial Corporation has completed more than 7,000 financing transactions with state and local governments over the past 12 years which total more than $4.5 billion. With an active portfolio in excess of $1.3 billion and experience in completing transactions in each of the 50 states, we are well qualified to meet your requirements. As a direct investor, we can quickly negotiate terms and conditions and provide funding immediately to begin the project. In the area of software financing, Koch Financial has been an industry pioneer and leader for nearly a decade, having completed more than $350,000,000 in software financing for state and local governments across the country. Please feel free to call me at 866- 545 -2327 with any questions or desired further clarification. Thank you for the opportunity to present this proposal. We look forward to working with each of you in the closing of this transaction. Sincerely, Michael Salce Director- Vendor Services ACCEPTED: CITY OF SOUTH MIAMI. FLORIDA By: Title Date 17767 N. Perimeter Drive • Scottsdale • 480 -419 -3600 FAX 480 - 419 -3603 • E -mail: Michael.saice @kochfinancial.com • Website www.kochfinancial.com Financing Proposal Sungard HTE City of South Miami, Florida Koch Financial Corporation March 22, 2006 Proposed Installment Purchase Agreement Payment Schedule Amortization Schedule: Tnrala• 597.643.24 $7.913.24 $89,730.00 Rate 5570% 77767 N. Perimeter Drive • Scottsdale a 480 -419 -3600 FAX 480- 479 -3603 • E -mail: MichaeLsalce @kochfinancial.com • Website www.kochfinancial.com Payment Payment I Purchase Pmt # L Date Amount Interest Principal Price 77767 N. Perimeter Drive • Scottsdale a 480 -419 -3600 FAX 480- 479 -3603 • E -mail: MichaeLsalce @kochfinancial.com • Website www.kochfinancial.com 5/1/2006 1 611/2006 $2,712.31 $416.50 $2,295.82 $89,182.87 2 7/1/2006 $2,712.31 $405.84 $2,306.47 $86,830.27 3 8!1/2006 $2,712.31 $395.13 $2,317.18 $84,466.75 4 9/1/2006 $2,712.31 $384.38 $2,327.93 $82,092.25 5 10 /1/2006 $2,712.31 $373.57 $2,338.74 $79,706.74 6 11/1/2006 $2,712.31 $362.72 $2,349.59 $77,310.15 7 12/1/2006 $2,712.31 $351.81 $2,360.50 $74,902.44 8 I /1/2007 $2,7I2.31 $340.86 $2,37L46 $72,483.56 9 2/1/2007 $2,712.31 $329.85 $2,382.46 $70,053.44 10 3/1/2007 $2,712.31 $318.79 $2,393.52 $67,612.05 11 4/1/2007 $2,712.31 $307.68 $2,404.63 $65,159.32 12 5/1/2007 $2,712.31 $296.52 $2,415.79 $62,695.21 13 6/112007 $2,712.31 $285.30 $2,427.01 $60,219.66 14 7/1/2007 $2,712.31 $274.04 $2,438.27 $57,732.63 15 8/1/2007 $2,712.31 $262.72 $2,449.59 $55,234.04 16 9/1/2007 $2,712.31 $251.35 $2,460.96 $52,723.86 17 10/1/2007 $2,712.31 $239.93 $2,472.38 $50,202.03 18 11/1/2007 $2,712.31 $228.45 $2,483.86 $47,668.49 19 12/1/2007 $2,712.31 $216.92 $2,495.39 $45,123.20 20 1/112008 $2,712.31 $205.34 $2,506.97 $42,566.08 21 2/1/2008 $2,7I2.31 $193.70 $2,518.61 $39,997.10 22 3/1/2008 $2,712.31 $182.01 $2,530.30 $37,416.20 23 41I12008 $2,712.31 $170.27 $2,542.04 $34,823.31 24 5/1/2008 $2,712.31 $158.47 $2,553.84 $32,218.39 25 6/112008 $2,7I2.31 $I46.61 $2,565.70 $29,601.38 26 7/1/2008 $2,712.31 $134.71 $2,577.61 $26,972.22 27 8/112008 $2,712.31 $122.74 $2,589.57 $24,330.86 28 9/112008 $2,712.31 $110.72 $2,601.59 $21,677.24 29 10/1/2008 $2,712.31 $98.65 $2,613.67 $19,011.30 30 11/112008 $2,712.31 $86.51 $2,625.80 $16,332.98 31 1211/2008 $2,712.31 $74.33 $2,637.99 $13,642.24 32 1/1/2009 $2,712.31 $62.08 $2,650.23 $10,939.00 33 2/1/2009 $2,712.31 $49.78 $2,662.53 $8,223.22 34 3/1/2009 $2,712.31 $37.42 $2,674.89 $5,494.83 35 4/1/2009 $2,712.31 $25.01 $2,687.31 $2,753.78 36 5/1/2009 $2,712.31 $1153 $2,699.78 $0.00 77767 N. Perimeter Drive • Scottsdale a 480 -419 -3600 FAX 480- 479 -3603 • E -mail: MichaeLsalce @kochfinancial.com • Website www.kochfinancial.com UN ND" 11TE IISiC. StTPI'LENIENT TO H.T.E., INC. SOFTWARE LICENSE AND SIERYICF.S AGREEMENT . BY AND BFTINTI.FN SUNGARD IITE INC. ADD THE CITY OF SOUTH INILAIN11, 1F'L SCHEDULE A- PRICING kND PAYMENT SCHEDULE CONTRACT NO. S`'IIA- 20051089 This Supplement is to the HTE-Software Management, Inc. Software License and Services Agreement dated August 29, 1995 (Aerecment), between SunGard JITE Inc. (HTE) and The City of South Miami, FL (Customer). Unless otherwise stated below, all terms and conditions as stated in the AYE e.rtleni shall mriiain in effect. Designated 'Machine Use of the Licensed Program(s) provided in this Supplrnta-ni on plattorrus other than specified belovt-, wi=hout L>rinen senrdission from HTE, may be subject: to an upgrade charge. T pe: 'Model: Serial Number Operating System: Tape Drive_ k. SunGard IITE: Licensed Pru-,ram License Feet No. Days of Training Training Fees Implementation Fee Annual Support Na iLirne Seler7 Migrafion S 49,(1(,5^0 S 6,034) 01) U\43A , OW S 7,96V:+.t)0 Im lcmena3t -m Fczs ts'00o,csj $, W. fi Global Financials - C'si''t Inc- let#ed Prc"cct hian3Vnrent €'urcl- asinvlinventory - PU 4.76.4 afl 11.2710JYJ S 14.270-00 Accci=ts Roo- aWc - -%%J ? 55 3Atl [,rand Total Cash RmcltAs - CRI Ir:C3ucl ' S 13,200.00 f t t,27(i.JJJ} asral, i'er>Yannei - YRd 5z030.0_+ Misiness Licenses -OU w,59o.vi Code Enforccmcrt -CE.J I - 8 K -GO CCustamer 1nfarmation Svstem - C'XJ -7 S?ili.pr 13cc:tiintE Pe. mas - 9PJ =.92+) CV,' Laryd,Tar:al S12mr;xm. m; - L.',%3 2.n4i.,de d Work 1>dcmXacili, Ma'=a=m rnt - WFU 21,3 50.,00 1 11 5 13,200.00 - 5 4.2? +4.00 1:t�: "me�nt Nbnaeemcni Smices- DXJ err: C�a-ae HELF+ 90 Platt = lo,t�}O.JJ Licensed Pro gr3im Sub Total 5 58.660.00 11 S 13'200. m i S b,000,00 S 14-170M Discount (9.600 -00) SunGard HTE Licensed Program Torah S 49.06&00 11 5 13,2t3f1.00 I s 6,0410.00 5 14.370.Ot1 Payment Schedule* TnEsJ CantrBet bue l`pon Contract Exetation Due As Incurred" Delivered Due As Otherwise Noted License VL<s S 4%(!t 0.t;1) S 49,(1(,5^0 TraintneFoci Im lcmena3t -m Fczs ts'00o,csj $, W. fi Prc"cct hian3Vnrent Arwual Supyor 11.2710JYJ S 14.270-00 [,rand Total 5 89,734.00 L S 62.260.00 S 13,200.00 f t t,27(i.JJJ} New N3yiLine Annual Support Fees $ 2.175-DO trtclu&d :W I.M.00 730.00 ^5G 00 3,475.W 2.085.tx1L 580.0c 1.01 5 -Y'. S 14,.115_J1fl APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDLTLE, .A-ND, IF APPLICABLE, t1ILL BE ADDFh TO THY, AMOUNT IN TIIE: PAYMENT INVOiCE(S) BERG SENT SEPARATELY 1'0 THE CUSTOMER. *Payments: THE AMOUNTSY0 TED ABOJESRALLBL•'P. FABLE XV FOL 1,0FES: License Fees: upon execution of this Supplement. Training pees: On invoice, as incurred. Implementation peas: Upon execution of this Supplement. Project Management Fees: Upon etecuticm of this Suppierneut. SunOard HTE Schedule A SN ILN- 24+51089 SuaGart H 1`1;; 5chedulc A_dcc Vtcr- 03r23r05 1 of 4 -S pr=-hcr 27, -N,05 Support Fees: Prior to the corrmnencement of il_e initial tzrrii of support_ Support fees for subsequen€ terms of supper[ be due prior to the start of chat term at the Cher prevailing rate. Ratcs for subsequent years of support service are s-object to chanac but may not increase by more than 8% over previous term_ Travel and Living Exp -enses: Travel and ivi_ng expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be govemed by the HTE Corporate Travel and Expense Reitnbursetn ni Policy. SunGard HTE Support Services `Ve %v NaviLinc Annual Support Fees listed herein reflect the new support fees on the Licensed Programs being migrated to Navil-inc. Customer's current support fees will be adjusted pro -rata accordingly. Such annual support fees are effective upon SunCrard 13TE's recript of this Supplement executed by Customer provided there is mutual agreement on any changes mark to this Supplement by Customer upon its retuni to SimGard HTE. Support fees for subsequent terms of support for all software licensed from SunGard HTE will be due prior to the start of that terns at the then pr-cvailing rate. The initial term of the Document Management Services support shall commence one hundred twenty (120) days after the Delivery Date of the Licensed Program(s), and extend for a rive €e•c (12) month term. Subsequent term of support will be for twelve (12) month periods, enmtnettcing at the end of the initial support period.. Support Services do not include maintenance. on modifications trade to the Licensed Program(s) at Customer's request. "Delivery Date" shall mean the date SunGard HTE delivers, F.Q.B. SunGard HTE's offices, the Licensed Program(s) to Customer. The date of such delivery shall be referred to as the "Delivery Date." For services, the "Delivery Date" refers to the date services are performed_ '-The HELP Card is an annual renewal and will be invoiced annually with Customer's annual support services renewal. Testing and acceptance There is no Testing and Acceptance period on the Licensed Program(s) herein. Warranty The Warranty as defined in the Agreement shall be for a period of one hundred Twenty (120) days followr€ng Delivery Date. Conversion Conversion, if provided for hcrcin, or if requested by the Customer after contract execution, will be controlled by the HTE Systems Change Request (SCR) form which will be prepared for the Customer by the HTE Conversion Team kfanager. There will be a Two Hundred Fifty dollar (5250.00) non - refundable processing fee for preparation of each SCR requested by the Customer. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with tiftsr percent (50%) payment, which includes the non - refundable processing fee. The final fifty percent (50/0) payment is due upon campletion. Data must be given to HTE in an 1BM compatible format on a specified martctic media and must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at th>: prevailing rate per hour. It is agreed that no mo sysienis and file structures are exactly alLke and there may be a need for some manual conversion efforts to take place along with the electronic conversion SCR forrn(s) for any conversion serv=ices included in this Supplement are attached for Customer signature and retium to HTE along with this Supplement. Modifications and Modification Retrofit Ma4ntenanc.e Modifications if applicable vvi_ll be controlled by the HTE Systern Change Request (SCR) forrn, which will be prepared for Custo=r by the HTE Product Manager respon Tole for that module. There will be a Two Hundred Fifty dollar (5250.00) non- refundable processing fee for preparation of each SCR requested by the Customer. HTE All proceed on the SCR when the signed SCR is returned with Customer's authorization along with 50% payment, which includes the non- refundable processing fee. The fmal 50 "ro payment is due upon completion. Customer is responsible for the cost for HTE to retrofit its modifications into new releases. Provided Customer exercises its option to have HTE maintain specific Modific -ation Retrofit objects and pays HTE's annual Modification Retrofit N- iaintenance fee.. support for each modified object shall be invoiced annually. The current annual maintenance fee of S 100.00 per object is subect to change. Scheduled Resource Changes Customer acknowledges that HTE males every effort to schedule training sufficiently and project management sessions suciently in advance to make effective use of HTE's personnel and to obtain favorable prices for travel and living. Accordingly, the following cancellation charges apply to training and on. -site project management sessions canceled at the request of Customer: Cancellation within seven (7) days of start dare, Customer pays fifty percent (50 %) of the LOW price for the training or on -site project mariagernent; cancellation within three (3) days of start date, Customer is responsible for entire price of the training or S"Cwd HTESche ble A SMIA- 203 EON Su- -,Csrd HTE Schedule A,doc; ver. t33 ;?3105 2 of 4 S'n, ter.1ber 271,2005 ou -site protect rt-_anageracm. In addition to the foregoing, Customer shall be obligated to reimburse HTF for any non- refundable expenses incurred by IITE for travel expenses. Note ;�ithstandirg the above, HTF - &-A endeavor to reschedule HTF personnel in order to mitigate Customer's costs and expenses under this paragraph_ To the extent 11'TE is sutecessful in .ouch rescheduling, Custom -.-r's payment obligations shall be redliced, Third Party Software and Hardware Unless othenvise provided for herein, warranty, modification retrofit and rraintenance offerings by HTF, for its Liccnsrd Pro ms) do not apply to any third party- hard%=e or third party software supplied under this Supplement. IITE does not make any warranties nor pro Ode any sourer code for any non -HTE products u-nicss otherwise provided herein. The return and refund policy of each individual third party hardware or third party software supplier shall prevail unless otherwise provided herein_ Source Code Unless otherwise provided herein, the Licensed Program(s) are provided in and may be used in machine- readable object code form only. II7'E offers the Customer, through a third party escrow agent, a Source Code Escrow Agreement that provides for release of the sow" cede version of the Licensed Progratri(s) from escrow upon the occurrence o; certain release events, such as HTE's failure to provide required n- minterance ser►zces as agreed. Limitation of I..iability and Remedies To the .extent permitted by lace, and to the extent provided for under the Agreement or this Supplemitnt, for claims related to bodily injury, death and damagc to real property and tangible personal property, 1ITE shall indemnify and hold harmless the Customer from and against all direct dar ages and costs of any hind., including bat not limited to reasonable attorney fees, arising out of or resulting f orn any negligent acts, or negligent ornissinn,, of HTE, regardless of whether such claims are caused in part by any party indemnified hereunder. but not to the extent that the Customer is legally liable for such darnaaea and costs, In no however, will HTF be liable for ax y c ©nsequertial damages, inch ding lost profits, savings or reprocurernent cost&, even if HTE has been advised ofiheir possibility. Fxcept for HTE's obligations to indemnify the Customer under infringement actions, and claims for personal injury or damages to real or tangible personal property caused by HTE's negligence as n4tcd alcove, HTE's liability for darnages to the Customer for any cause whatsoever under the Agreement or this Supplement, regardless of the form of action, is limited to the total amount of fees paid by Customer under this Supplement for HTE Licensed Programs and senices, not including any fees associated with 147L project rtiaEnagement and related out-of- pocket expenses. In situations involving performance or nonperformance of Licensed Programs furnished under this Supplement, the Custoter's remedy is (1 ),the correction by HTE of Licensed Program defects, or (2) if, after repeated efforts, IITE is unable to make the Licensed Programs operate as warranted, the Customer shall be entitled to recover actual, direct dan>ages to the Iimits set forth in this section upon the return Or Complete destruction of the Licensed Programs for which damages are sought. Publication HTE reserves the right to publish certain information regarding this Supplement. Publication may include, but shall not be limited to, using Customer's ]game .in a press release announcing this Supplement and listing C;i-momer's name on HTE °s complete customer listing that is made available to other I1TE customers and potential customers. Preprinted Terris and Conditions Preprinted conditions and all other terms, not ircluded in this Supplement or in the Agreement, on any purchase order or other document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the Agreement, and if applicable, this Supplement and the Hardware Purchase Agreement if applicable, shall control unless expressly accepted by HTF in writing to the Customer. Non-Hiring Statement Daring the term of this Supplement and for a period of twenty -four (24) nionths after the terinmi ation of this Supplement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by l ITE within the irnrriediate past twenty -four (24) months W�thout prior consent of HTE. Dispute Resolution Prior to zither party conirnencing any legal action under this Supplement, the parties agree to try in goad faith, to settle any dispute amicably between them. If a dispute has not bccn settled after fbrty -five (43) days of good- faith negotiations and as may be other"e provided herein, then either party may commence legal action against the other. Each party hereto agrees to su:brriit to the personal jurisdiction and venue of the state anWor federal courts in or for Serninole County, Florida for resolution of all disputes in tonnr -rdon v,4th this Supplement. SunG d HIE cc SeiS &[e A SNTLN- ?CSI?: 1089 S an(i .°d HTF Schedule A(r 1':,.0_i?3'95 3 ofd Segicmber 2712&G5 The terms and conditions contained In this Supplement, Including the prices, will be honored as set forth herein, provided this Suppletttent Is fully executed by November 1, 200 -5. THE CI1'Y OF SOUTH -.NITANTI At arized Signature SUNG_ARD HTF T r n cd Signature Grant Harbin Vice President of Professional Service, Sun$ar4 gMin*. Prinarte Print lNam LQ Tide Q Date( ate SunG rd HTE S hedulr A SMLA- M05 IDRO Sumcjwd TURSchedtdeA.d5c Ver_ 03-V. 4j3 4 of 4 Srptetnha27, 2005 I \ §R87/����0 \\ \zor- 333 \7 &J f2JJ� / SSbJ %fR \G88R % §f offdfdddd (71 CD egu\uG\ /CD OD ¥- o�oo�o&w ¥a \ £ i \ / 7 2 / c b C: / } I \ m 2 \ \ \ § Li � LF E 3 ± 7 »26]\% fu 0\ kdAdoggSfcc£� \\u /§/\ \\ /\ \z ai \ ƒ \ k § / / \ \ \ rr & \ � \ \ \ ; } ) \ 0 d \ ( ) 2 ® g { u \ \ \ \ [ { $ E E \§ \ « \ ƒ \ ) \ } \ c } � = 7 \ � ) ƒ Igc \/\ <\\ \0 >,5 /($.. /j z z ( z \ \ ) ) ) \ £ Z § / / d / \ \ ) } ( ) ) \ { / \ \ \ z � 7 ) § a 2 \ $ / \ CL CL \ / _± % t § \ $ \ ) % § \ \ 3 ( k { � , \ § 7 § t ) lu ± E § O / Get complete coverage of the South Florida business scene in BUSINESS MONDAY. INVITE YOUR FAVORITE ARTISTS TO PERFORM IN YOUR LIVING ROOM. ON YOUR NEW STEINWAY. THE STEINWAY /PIANODISC HOLIDAY EVENT RECEIVE A FREE MANODISC PLAYER PIANO SYSTENt WITH SELECT STEINWAY PIANOS- magine basting a holiday party ,mjn. 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Fride.ric Handel's l� MESSIAH' St. Thomas Episcopal Parish Choir and Chamber Orchestra Julia Gooding, soprano Gary Crichlow, countertenor Greggoryy Brown, tenor Mark Ai iapoulios, bass Kenneth R.willy, musical director Saturday, December 10" at 7:30 p.m. Tickets: Adults $20, Studeri and Seniors $15 3 I Presented by Spore red by BIMUwyMotals,Inc. the Dunspaugh D liton Foundation T60t d i n,aoEynlcoralr;>able; DeMlo"Dod6C.P' a'CdludA'fmrscxlthe Mercedes-Benz d Ali C�d.1s;emutr'i DA c�yu�ya . Nh Bxsdcf C,0 F I.P'� a 5 p .�gmn.��tKed�Csr�eC.�dC�b,R St Thomas Episcopal ECffl "_:.ii �05.N1.3435 Zr,u54 COURTESY NOTICE CITY OF SOUTH MIAMI, FLORIDA On Tuesday, December 6, 2005, beginning at 7:30 p.m., in the City Commission Chambers, 6130 Sunset Drive, the City Commission well hold Public Hearings to I consider the following items: { AN ORDINANCE RELATING TO THE YEAR 2006 GENERAL ELECTION OF THE MAYOR I AND CITY COMMISSIONERS FOR GROUPS, I AND IV; SCHEDULING THE DAY, PLACE AND TIME OF THE ELECTION; PROVIDING FOR QUALIFICATION OF CANDIDATES; PROVIDING FOR CLOSE OF ELECTION BOOKS; APPROVING THE OFFICIAL BALLOT. IAN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE YEAR CONTRACTWITH KOCH FINANCIAL CORPORATION IN THE AMOUNT OF $97,643.24 IN ORDER -TO FINANCE THE PURCHASE OF A CITY -WIDE COMPUTER SYSTEM SOFTWARE UPGRADE FROM SUNGARD HTE SOFTWARE AND TECHNOLOGY iSOLUTIDN; CHARGING MONTHLY PAYMENTS IN THE AMOUNT OF $2,712.31. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO PURCHASE EIGHT 2005 FORD I CROWN VICTORIA POLICE PURSUIT VEHICLES; CHARGING FIVE ANNUAL PAYMENTS IN l AN AMOUNT NOT TO EXCEED $40,827.21 PER YEAR AND ONE PAYMENT OF $659.75 l FOR DOCUMENTARY STAMPS IN THE FIRST YEAR.. A RESOLUTION RELATING TO CHARTER AMENDMENTS; PROPOSING AMENDMENTS TO THE CHARTER; SUBMITTING BALLOT QUESTIONS TO THE ELECTORATE OF THE 1 CITY AT THE GENERAL ELECTION SCHEDULED FOR FEBRUARY 14, 2005. A RESOLUTION RELATING TO A CHARTER AMENDMENT, PROPOSING AN AMENDMENT s TO THE CHARTER, SUBMITTING A BALLOT QUESTION TO THE ELECTORATE OF THE _ CITY AT THE GENERAL ELECTION SCHEDULED FOR FEBRUARY 14, 2006 E CONCERNING THE LENGTH OF TERM OF THE MAYOR. Inquiries conoeming this Item should be directed to the Chy Clerk's office at 306 - 663.6340. ALL interested parties are invited to attend and will be heard. Maria M. Menendez g - City Clerk { Puauant to noddy Statutes 2955.0165, the My hereby advises the public Thal d a pmun decides to appeal arty decision # made by this Board, Agenq dr Cammisslon wlth�msped to any matlar wrsidered sit its meeting or hea,ing, he or she YA ceeL a recall o<b,e pro�edings, a that fur suctoorposes, atlscted parson may need to ensure M averbanm retard of the pmeeetlingsis made which record Inches the pstlmomy and evidence upon MM the apW Is in he based. O @ i q N E O M L ar n a Y � o C r c M M m a n a Q � a Q m u° sX Ocn g m m a H v> mx Q TO vc m =nm0<� m $mom m � Q QD om mm oq -n ]m> m K m m o 2 =Rag mG N C w m 0 m- W. yy w °'Z — ja m o m >> m m f m a m_m_ mWwm�.o 0vm mmQnm Pff m °aka �mao�a� 0 W�3Xam m�mam y Ds nO00 ' ca 0 9OW aQgaQna ao SD n�a•m.ro my�a°-�A �no •'c �- .cmm -,c .o�cso�5M CO; mm���mQrm�ag noom SLID 3w mz mowm �°am m R a m � o � *s zn -Am -ONMMO C O N oy Z � 0 ko c H m M M ^ O u° sX Ocn M-- M>m on-. v> mx Q TO vc m =nm0<� m Mr. O QD C2 EL Q�mrm� �M e. Q- �p ,v3 mCL d b �v E j� -gym m mw ID 3;5 amk'"m w vEeim�i ID 3s9� m CD m�v�x3ma = c(/► C' 3omm� m h o mnmVypwy 3 c wc- pz am N mwm3m a m (R N ° m w a m �K m w m � m m m KOCH FINANGIA COF3PORATlON:: J ,SY k May 24, 2006 Ms. Yvonne McKinley City of South Miami 6130 Sunset Drive South Miami, Florida 33143 -5093 Re: Koch Financial and the City of South Miami Dear Ms. McKinley: MAY 3 0 2066 CITY AINAGER °S OFFICE Enclosed for your file is a copy of the Master Equipment Lease/Purchase Agreement and Amendment No. 1, the Schedule of Property, the Rental Payment Schedule, the Final Acceptance Certificate, the Certificate of Signature Authority and the Opinion of Counsel for the above stated agreement. Please call Lori Phillips at (480) 419 -3617 if you have any questions. 6 en Chartier Manager 17767 North Perimeter Drive . Suite 101 • Scottsdale, Arizona 85255 ■ 866/545 -2327 FAX 480/419 -3503 • www.kochfinancial.com Z KOCH FINANCIAL CORPORATION MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT This Master Equipment Lease/Purchase Agreement dated as of May S, 2006, and entered into between Koch Financial Corporation, a Kansas corporation ( "Lessor "), and City of South Miami, a body corporate and politic existing under the laws of the State of Florida ( "Lessee "). 1. Aereement. Lessee agrees to lease from Lessor certain "Equipment" as described in each Equipment Schedule (Exhibit A), which together with a Rental Payment Schedule (Exhibit A -l) constitute a "Schedule", subject to the terms and conditions of and for the purposes set forth in each Lease. Equipment shall include any combination or all of the following: hardware, software license(s) and or services. "Licensed Software" means the license for the software products and materials described in the Lease, including the related services and improvements made pursuant to the license and other rights granted in a software license agreement with Vendor as defined in Section 21. Items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein. Each Schedule and the terms and provisions of this Agreement (which includes all exhibits hereto, together with any amendments and modifications pursuant thereto) which are incorporated by reference into such Schedule shall constitute a separate and independent )ease and installment purchase ofthe Equipment therein described and are referred to herein as a `Lease ". 2. Term. The "Commencement Date" for each Lease is the date when interest commences to accrue under such Lease which date shall be the earlier of (i) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 11, or (ii) the date on which sufficient monies to purchase the Equipment listed in such Lease are deposited for that purpose with an escrow agent, or (iii) the date sufficient monics are set aside for acquisition of Equipment as evidenced in Exhibit D, if applicable. The "Lease Term" for each Lease means the Original Term and all Renewal Terms therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. The "Original Term" means the period from the Commencement Date for each Lease until the end of Lessee's fiscal year or biennium (as the case may be) (the "Fiscal Period ") in effect at such Commencement Date. The "Renewal Term" for each Lease is each tear having a duration that is coextensive with the Fiscal Period. 3. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as ofthe Commencement Date of each Lease as follows: (a) 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 underthe constitution and laws ofthe state where the Lessee is located ( "State) to enter into this Agreement and each Lease and the transactions contemplated hereby and to perform all of its obligations hereunder and under each Lease; (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called and held in accordance with State late, or by other appropriate official approval, and all requirements have been met and procedures have occurred to ensure the validity and enforceability ofthis Agreement and each Lease; (c) 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; (d) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease; (e) during the Lease Term, the Equipment will be used by Lessee solely and exclusively for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority, (i) Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Period, and such other financial information relating to the ability of Lessee to continue each Lease as may be requested by Lessor, and (g) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. 4. Tax and Arbitrase Representations. Lessee hereby represents as follows. (a) the estimated total costs of the Equipment listed in each Schedule will not be less than the total principal portion of the Rental Payments listed in such Rental Payment Schedule; (b) the Equipment listed in each Schedule has been ordered or is expected to be ordered within 6 months of the Commencement Date, and all amounts deposited in escrow to pay for the Equipment, and interest earnings, will be expended on costs of the Equipment and the financing within 3 years of Commencement Date, (c) no proceeds of any Lease will be used to reimburse Lessee for expenditures made more than 60 days prior to the Commencement Date or, if earlier, more than 60 days prior to any official action taken to evidence an intent to finance; (d) Lessee has not created or established, and does not expect to create or establish, any sinking fund or similar fund (i) that is reasonably expected to be used to pay the Rental Payments, or (ii) that may be used solely to prevent a default in the payment of the Rental Payments, (e) the Equipment listed in each Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to the last maturity of Rental Payments; (f) Lessee will comply with all applicable provisions ofthe Internal Revenue Code of 1986, as amended ( "Code "), including without limitation Sections 103 and 148 thereat; and the applicable regulations ofthe Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation; and (g) Lessec intends that each Lease not constitute a "true" tease for federal income tax purposes. 5. Lease of Enuinment. Upon the execution of each Lease, Lessor demises, leases, transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the Equipment in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term the Lease Term shall be automatically extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and other amounts payable under the related Lease during the next succeeding Fiscal Period until all Rental Payments payable under such Lease have been paid in full, unless Lessee shall have terminated such Lease pursuant to Section 7 or Section 22. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. 6. Continuation of Lease Term. Lessee currently intends, subject to Section 7, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the maximum Lease Tenn of each Lease can be obtained. Lessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law, Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the applicable Schedule for any Renewal Term is within the discretion of the governing body of Lessee. 7.- Nonaiation.- Lessee is obligated only to pay such Rental Payments under each.Lease as may lawfully be made from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 30 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated in accordance with this Section, Lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor. 8. Conditions to Lessor's Performance. This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obyigation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. Lessee will cooperate with Lessor in Lessor's review of any proposed Lease. Lessee understands that Lessor requires certain documentation and information necessary to enter into any Lease and Lessee agrees to provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. 9. Rental Payments. Lessee shall promptly pay "Rental Payments" as described in Exhibit A -] to each Lease, exclusively from legally available funds, to Lessor on the dates and in such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at the rate of 12% per annum or the maximum rate permitted by law, whichever is less, from such date until paid. Rental Payments consist of principal and interest portions. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee and 23. Assignment. Lessor's right, title and interest in and to each Lease, including Rental Payments and any other amounts payable by Lessee thereunder and all proceeds therefrom, may be assigned and reassigned to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee; provided that any such assignment shall not be effective until (a) Lessee has received written notice, signed by the assignor, of the name and address of the assignee, and (b) it is registered on the registration books. Lessee shall retain all such notices as a register of all assignees in compliance with Section 149(a) of the Code, and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents that may be reasonably requested by Lessor or any assignee to protect its interests and property assigned pursuant to this Section. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or Vendor. Assignments may include without limitation assignment of all of Lessor's security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. Lessee hereby agrees that Lessor may, without notice to Lessee, sell, dispose of, or assign this Agreement or any particular Lease or Leases through a pool, trust, limited partnership, or other similar entity, whereby one or more interests are created in this Agreement or in a Lease or Leases, or in the Equipment listed in or the Rental Payments under a particular Lease or Leases. None of Lessee's right, title and interest in, to and under any Lease or any portion of the Equipment listed in each Lease may be assigned, subleased, or encumbered by Lessee for any reason without obtaining prior written consent of Lessor. 24. Events of Default. Any of the following events shall constitute an "Event of Default" under a Lease: (a) failure by Lessee to pay any Rental Payment or other payment required to be paid under a Lease at the time specified therein; (b) failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor; (c) any statement, representation or warranty made by Lessee in or pursuant to any Lease shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; or (d) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar official is appointed for Lessee or any of its property. 25. Remedies on Default. A. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) by written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable; (b) with or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and retake possession ofsuch Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Equipment listed therein that are payable by Lessee to the end of the then current Original Tern or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, ]easing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and attorney's fees), subject, however, to the provisions of Section 7 hereof, The exercise of any such remedies in respect of any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and expenses referenced in the Section) shall be applied as follows: (i) if such remedy is exercised soleiy with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment, or (ii) if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such Leases pro-rata. B. Relating to the software license portion of the Equipment (if applicable): In addition to all other terms and provisions provided herein, if any Lease is (i) terminated as described in Section 7 herein; or (ii) is in default pursuant to Section 24 herein, Lessee hereby agrees to immediately cease using and return the Licensed Software to Vendor if so required or to Lessor in accordance with Section 14. Lessee further agrees to destroy any and all remaining copies of the Licensed Software in the possession or under the control of Lessee, to cease all further use of the Licensed Software, and to discontinue use of any related services provided by Vendor_ Lessee acknowledges that Koch may request Vendor to immediately terminate all licenses granted to Lessee related to the Licensed Software and to withhold support, consulting and all other related services. Lessee agrees and acknowledges that it will indemnify and hold harmless Vendor, Koch and its assigns for said termination. This indemnification provision shall survive the termination of this Agreement and any Lease. 26. 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 a i.ease now or hereafter existing at law or in equity. 27. Notices. Ali notices or other communications under any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties hereto at the addresses listed below (or at such other address as either party hereto shall designate in writing to the other for notices to such parry), or to any assignee at its address as it appears on the registration books maintained by Lessee. 28, Release and Indemnification. To the extent permitted by State law, and subject to Section 7, Lessee shall indemnify, release, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim, tax and damage whatsoever, regardless of cause tbereoi and all expenses in connection therewith (including, without limitation, attorney's fees and expenses, penalties connected therewith imposed on interest received) arising out of or as result of (a) entering into any Lease, (b) the ownership of any item of Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of Equipment, (d) any accident in connection with the operation, use condition, possession, storage or return of any item of Equipment resulting in damage to property or injury to or death to any person, and/or (c) the breach of any covenant or any material representation contained in a Lease. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination ofthe Lease Term under all Leases for any reason. 29, Miscellaneous Provisions. Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. References herein to "Lessor" shall be deemed to include each of its assignees and subsequent assignees from and after the effective date of each assignment as permitted by Section 23- In the event any provision of any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision thereof. Each Lease may be amended by mutual written consent of Lessor and Lessee. Each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but ant: and the same instrument The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. This Agreement and each Lease shall be govcrned by and construed in accordance with the laws ofthe State. 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) Koch Financial Corporation I7767 North Perimeter, Suite 101 Scottsdale, AZ 85255 By:r�'l Name: CAT ;� 1119E 111;F-1- PRESID -ENT OPEWON Title: (LESSEE) City of South Miami 6130 Sunset Drive Due Date Payment Amount 06/08/2006 07/08/2006 08/08/2006 09/08/2006 10/08/2006 11/08/2006 12/08/2006 01/08/2007 02/08/2007 03/08/2007 04/08/2007 05/08/2007 06/08/2007 07/08/2007 09109/2007 09/08/2007 10/08/2007 11/08/2007 12/08/2007 01/09/2008 02/08/2008 03/08/2008 04/08/2008 05/08/2008 06/08/2008 07/08/2008 08/08/2008 09/08/2008 10/08/2008 11/08/2008 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,71231 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,71231 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,71231 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 $2,712.31 EXTHIBTT A-1 RENTAL PAYMENT SCHEDULE Interest $416.49 $405.84 $395.13 $384.38 $373.57 $362.72 $351.81 $340.85 $329.85 $318.79 $307.68 $296.52 $285.30 $274.04 $262.72 $251.35 $239.93 $228.45. S216.92 $205.34 $193.70 $182.01 $170.27 $158.47 $146.61 $134.70 $122.74 $I10.72 $98.64 $86.51 Principal $2,295.82 $2,306.47 $2,317.18 $2,32793 $2,338.74 $2,349.59 $2,360.50 $2,371.46 $2,382.46 $2,393.52 $2,404.63 $2,415.79 $2,427.01 $2,438.27 $2,449.59 $2,460.96 $2,472.38 $2,483.86 $2,495.39 $2,506.97 $2,518.61 $2,530.30 $2,542.04 $2,553.84 $2,565.70 $2,577.61 $2,589.57 $2,601.59 $2,613.67 $2,625.80 Outstanding Principal $87,434.18 $85,127.71 S82,810.53 $ 80,482.60 $78,143.86 $75,794.27 $73,433.77 $71,062.31 $68,679.85 $66,286.32 $63,881.69 $61,465.90 $59,038.89 $56,600.61 $54,151.02 $51,690.06 $49,217.68 $46,733.82 $44,238.43 $41,731.46 $39,212.85 $36,682.55 $34,140.50 $31,586.66 $29,020.96 $26,443.36 $23,853.79 $21,252.19 $18,638.53 $16,012.73 5.570% Purchase Price $ 89,182.87 $86,830.27 $84,466.75 $ 82,092.25 $79,706.74 $77,31 0.15 $74,902.44 $72,483.56 $70,053.44 $67,612.05 $65,159.32 $62,695.21 $60,219.66 $57,732.63 $55,234.04 $52,723.86 $50,202.03 $47,668.49 $45,123.20 $42,566.08 $39,997.10 $37,41 6.20 $34,823.31 $32,218.39 $29,601.38 $26,972.22 $24,330.86 $21,677.24 $19,011.30 $16,332.98 ♦' U: C Agreement: Master Equipment Lease/Purchase Agreement dated 05/08/2006 Schedule: Schedule of Property No. 1 dated 05/08/2006 Lessor: Koch Financial Corporation Lessee: City of South Miami FINAL ACCEPTANCE CERTMCATE In accordance with the above referenced Agreement, the undersigned Lessee hereby certifies and represents to, and agree with the above named Lessor as Follows: (2) All ofthe Equipment (as such term is defined in the Agreement) listed in the above - referenced Schedule of Property (the "Schedule ") has been delivered, installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby aclmowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by the insurance Section of the Agreement. (4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. Lessee: City of South Miami n y. . 'F jf 7 Tlile: t Acceptance Date: 26603 City ®i South Miami 6130 Sunset Drive, South Miami, Florida 33143 Koch Financial Corporation 17767 N. Perimeter Drive, Suite 101 Scottsdale, AZ 85255 Please reply to: Cfftce of the City Attorney 18001. Old Cutler Road, Suite 556 Miami, Florida 33157 (305) 854 -5353 (305) 854 -5351 (Fax) May 16, 2006 Re: Schedule of Property No. I dated May 8, 2006 to Master Equipment Lease /Purchase Agreement dated as of May 8, 2006 between Koch Financial Corporation as Lessor, and City of South Miami, as Lessee. Ladies and Gentlemen: As legal counsel to City of South Miami, (the "Lessee "), I have examined (a) an executed counterpart of a certain Master Equipment Least/Purchase Agreement, dated as of May 8, 2005 and Exhibits thereto by and between Koch Financial Corporation (the "Lessor ") and City of South Miami, (the "Agreement ") and an executed counterpart of Schedule of Property No. 1 dated May 8, 2006 by and between Lessor and Lessee (the "Schedule "), which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in the Schedule (the "Equipment "), (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinion. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease'. r In rendering this opinion, we have assumed without inquiry: (a) The authenticity of all documents submitted to us as copies of the originals, and the conformity of such copies to the originals as they are finally executed and delivered by Lessee and Lessor; (b) That the Lease has been or will be duly authorized, executed and delivered by Lessor; (c) That the Lease constitutes valid, IegaI and binding obligations of Lessor enforceable against Lessor in accoi:dance with its terms; and Koch Financial Corporation May 16, 2006 Page 3 of 3 All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax - exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Si Luis rgueredo �C� y Attorney LRF /lcm