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Res No 033-10-13067RESOLUTION NO% 33 -10 -13067 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO DISBURSE $3,516.00 TO WORD SYSTEMS, INC., A SOLE SOURCE VENDOR, FOR THE PURCHASE OF A MIRRA IV DIGITAL VOICE LOGGING SYSTEM HARDWARE /SOFTWARE FROM ACCOUNT NUMBER 1910 -521 -3450; AND AUTHORIZING THE CITY MANAGER TO DISBURSE $3,516.00 ANNUALLY FOR THE REMAINING FOUR YEARS TO KINETIC LEASING IN COMPLIANCE WITH THE LEASE; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS NECESSARY TO INITIATE AND FULFILL THE CONTRACT PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the South Miami Police Department has established telephone and police radio transmission voice recordings as mandated by the State of Florida; and WHEREAS, the existing system in place is outdated and will no longer be available for support service on March 1, 2010; and WHEREAS, the existing system is not properly working to provide the same network security required, as in the past; and WHEREAS, the upgrade of this system will ensure the system performs optimally for less than the cost of previous years' annual service contracts, NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section I That the City Manager be, and hereby is authorized to disburse the amount not to exceed $3,516.00 to Word Systems, Inc. for the Budget Year 2009/2010 for the lease /purcbase of the above mentioned equipment needed for a complete installation from account # 001 -1910 -521 -3450 titled Contractual Services, with a current balance of $1.4,023.00 Section 2 That the City Manager be, and hereby is authorized to disburse yearly payments to Kinetic Leasing for the next following four years: Year 2010/2011: $3,516.00 Year 2011/2012: $3,516.00 Year 2012/2013: $3,516.00 Year 2013/2014: $3,516.00 PASSED AND ADOPTED this 26'h day of Jnua , 2010. CLER REA t D PROVED o T e t AP ROVED: Ma or Commission Vote: 5 -0 Mayor Fella: Yea Vice Mayor Beasley: Yea Commissioner Newman: Yea Commissioner Palmer: Yea Commissioner Sellars: Yea To: Via: From: Date: RE: South Miami AMmefteCRY CITY OF SOUTH MIAMI 11111.1 INTER - OFFICE MEMORADUM 2001 Honorable Mayor, Vice Mayor & City Commission Roger M. Carlton, Acting City Managerr� Robert F. Richardson I1, Chief of Police January 26, 2010 Agenda Item No: Purchasing Police Digital Voice Logging System — Mirra IV Resolution: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO DISBURSE $3,516.00 TO WORD SYSTEMS, INC., A SOLE SOURCE VENDOR, FOR THE PURCHASE OF A MIRRA IV DIGITAL VOICE LOGGING SYSTEM HARDWARE /SOFTWARE FROM ACCOUNT NUMBER 1910 - 521 -3450; AND AUTHORIZING THE CITY MANAGER TO DISBURSE $3,516.00 ANNUALLY FOR THE REMAINING FOUR YEARS TO KJNETIC LEASING IN COMPLIANCE WITH THE LEASE; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS NECESSARY TO INITIATE AND FULFILL THE CONTRACT PROVIDING FOR AN EFFECTIVE DATE. Request: The Police Department is requesting (a) to purchase a Mirra IV Digital Voice Logging System Hardware /Software Bundle from Word Systems Inc, which includes all materials, installation, labor and training for the upgrade of our current system in a total amount not to exceed $3,516.00 annually for the next five years which is inclusive of a five year warranty coverage of the said system and (b) the selection of Kinetic Leasing as the leasing agent for the acquisition, and Word Systems, Inc for the installation and training of the system. Reason/Need: The Police Department is in need of this upgrade in order to maintain the recordings of established telephone and police radio transmission voice recordings as mandated by the State of Florida. In addition, our current outdated system no longer provides the same network security that is required to maintain the integrity of the said system and will no longer be serviceable by any company after March 1, 2010, as parts are becoming obsolete. The upgrade of this system will ensure the system performs optimally for less than the cost of previous year's annual service contracts. Cost: $3,516.00 — The current balance in this account is $14,023.00 ($10,507.00 after this expenditure). Backup Documentation: Draft Resolution, Quote from Word System Inc. Sole Source Vendor Documentation Dictaphone Freedom (current system) End of Support Date Documentation NICE, WORD SYSTEMS, INC. Indianapolis Chicago Springfield Madison • Tampa Digital Voice Logging System PREPAREDFOR: City of South Miami PREPARED BY: Mike Barrette 727- 773 .7908 DATE: May 20, 2009 QTY DESCRIPTION PART# UNIT PRICE EXTENDED Hardware /Software Bundle for. ':, 1 Mina IV Mainframe Logging System Bundle - Version 3.0� RA- MRIVBOX $4,800" $4,800 50,000 channel -hour hard disk Concurrent License for Mina Application Suite NICE Administrator license NTP Time Sync On /off hook detection DTMF Detection (analog only) Beep tone insertion (analog only) Caller ID (analog interface) RAID 1 Resiliency - NAB Archiving Technology 1 Up to 24 channels of single interface support RA- MRIVSNGUP24 $0 $0 1 Up to 24 - 2 wire analog channels or 12 4 -wire channels support RA- MRIVANA $0 $0 'Additional Haidwarel Software 2 4 Channels IV Software License RA- MRIVSOFT04 $1,200 $2,400 Single DVD Drive - 2440 Hours Total RA- MRIVDVDI $300 $0 1 ANUALI support RA- MRIVANIALI $1,000 $1,000 1 Support synchronise playback and Multi channel live monitor RA- MRIVMULCHAN $1,500 $1,500 Accessories and Supplies 3 5 Dual Side 9.4 DVD archive disks RA -GRA98 $30 $150 1 Centronics 50 Pins, Male to Male - 5m long RA -CA20 $210 $210 1 Relay Rack Shelf 20" Deep, 1501b Capacity, Solid 2USHLO20FULL20S $150 $150 0 DVD disk drive cleaning kit RA- MRA12C $45 $0 0 Foot Pedal USB, Headset, with player software FTR- WSI -PKUSB $124 $0 ' Sub-Totai $10,210 INSTALLATION AND TRAINING $1,532 Dictaphone Trade In Credit TRADE -IN ($1,200) 1 Pre -Paid Four Year Extended Warranty Coverage = Total of Five years warranty PLUS -4 -GMA $4,492 $ 4,492 0 One Year of Additional Maintenance Coverage $1,736 $0 Order Totaf $15,034 Standard Five Year Lease, Annual Payments, with $1.00 buyout at the end. $3,616 Terms and Conditions: . A TERMS:50% due upon order / 50% due upon receipt B DELIVERY: Please allow estimated 30.60 days from date of written purchase order (or date of first payment when applicable) for delivery. C Customer Responsible for providing Networked Client Access PC, see Exhibit C. D This quote does not include State and Local taxes. Customer to provide Tax exempt certificate or taxes will be added to the invoice. E Customer responsibilities See Exhibit A. F WARRANTY INFORMATION: System fully warranted for 12- Months, parts and labor See Exhibit B. G QUOTATION IS VALID FOR 90 DAYS Please make purchase gr1ofers to Word Sys ms, 9226 Harrison Park Court Ind' napolis, IN 46216. FAX -317- 544 -2192 ! APPROVED TITLE PO# DAT ,2 ME 11480Cammeree ParkDi'IV Reston, iir inia 20191 January, 2009 To whom it may concern, As the Indirect Sales Manager for Nice Public Safety Systems, U.S.A. I would like to take this opportunity to confirm that Word Systems is the only authorized sales and service dealer for both the NiceO and DictaphoneO line of recording products in the State of Florida The Dictaphone product line includes the FreedomO, ProiogO, Guardian@, and Sentinel@ line of products. The Nice®product Luce includes Nice Call Focus III, Nice Log, Mora IV and As an authorized dealer, Word Systems has been factory certified through the Dictaphone@ and NiceO technical training centers, and enjoys the extensive technical and product support Nice systems offers all of it's partners through our worldwide network of seasoned professionals If you have any questions or comments, please feel free to call me at 317- 627 -9318 Sincerely, �rrerfy Clark Terry Clarlc Manager, Channel Partners Security Division, Americas Region NICE Systems Inc. . (VICE Systems Inc. 11480 Commerce Park Drive Reston, Virginia 20191 1 ^u ^ '..;§ . tN INFORMATION APPENDIX A — Sunset Plan for Dictaphone CRS Voice Recorders and applications This Sunset Plan affects the following Dictaphone CRS products. 1. Dictaphone Freedom, Combo and FT 2. Dictaphone Prolog and Guardian 3, Dictaphone daVind 4. Dictaphone 5000 and 9000 series 5. Dictaphone Call Check (& Encore) 6. Dictaphone Call Watch (& Trackdown) meoatesroeiow relate spectncatly to the Dictaphone freedom, Combo and Fr product lines and associated aF • Freedom recorder and workstation application (System Manager, Events System & Manager, Archive System ContactPointTM application • Freedom Enterprise & Freedom Enterprise CTI • Freedom Select (selective recording ) • Freedom Connect (CTI and API integration) a Freedom QMS (quality monitoring) • FreedmnTM Call Check (instant message recall) • Freedom Authentication • Freedom Explorer (web -based call retrieval software) • Freedom Navigator • Freedom Capture Pro • Freedom Custom Data Module (ANI(ALI and MIA -COM trunked radio application) • Freedom SDK (software develope(s kit) • Freedom rDT (radio detmnking for Motorola systems) • Freedom VoiP Please note: End of Sale Date for Freedom rDT (trunked radio recording) and Freedom VoIP (VDIP recording) is April 15, 2006. Key Dates End of Sale Announcement April 15, 2006 End of Sale Date March 1, 2007 End of Software Development March 1, 2008 End of Expansion (Last upgrade Order) March 1, 20DS End of`Support Date March 1, 2010 Migration to Nicetog®. NiceLog offers all the recording capability of Freedom plus advanced applications and storage options. NICE recommends moving to NiceLog as soon as possible to ensure you receive the latest supported solutions and so that impact on support is minimized. Capability Summary On the reverse is a brief comparison between NiceLog and Freedom. More information is available by contacting your NICE representative or by visiting wwwnice.com. \� � � \\ LU ig tr (n uj v z Z � & M lit A (\ � /§ \ \� ({ \ \\{ > Lessee: City of South Miami, Florida 6130 Sunset Drive South Miami, Florida 33143 FL Small Ticket 110909 LEASE WITH OPTION TO PURCHASE AGREEMENT Lessor: Kansas State Bank of Manhattan 1010 Westloop, P.O. Box 69 Manhattan, Kansas 66505 -0069 Dated as of April 0, 2010 This Lease With Option to Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires to finance the purchase of the Equipment described in Exhibit W. to Lessee and Lessee desires to finance the pumhase of the Equipment from Lessor subject to the terms and conditions of this Agreement which are set forth below. 1. Definitions: Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context dearly requires otherwise: "Agmemant" means this Lease with Opfion to Purchase Agreement. "Budget Year' means the Lessee's fiscal year. "Commencement Data" Is the date when and Lessee's obligation to pay rent begins. "Equipment' means all of the items of Equipment listed on Exhibit "A" and all replacements, restorations, modifications and Improvements. "Lessee" means the entity listed above as Lessee and which is leasing the Equlpment from Lessor under the provisions of this Agreement "Lessor' meana'fhe entity originally listed above as Lessor or any of he assignees. "Lease Teon" means the Original Tenn and all Renewal Terms. "Original Term" means the period from the Commencement Date unlit the end of the Budget Year of Lessee. "Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's Budget Year. "Rental Payments" means the payments Lessee is required to make under this Agreement as set forth on Exhibit "B ". "State" means the state in which Lessee is located. IL Lessee Warranties Section 2,01, Lessee represents warrants and covenants as f ii coat for the benefit of Lessor or Re assignew : (a) Lessee is an 'issuer of tax exempt obligatlons" because Lessee is the State or a political subdivision of the Slate within the meaning of Section 103(x) of the Interval Revenue Code of 1986, as amended, (the "Code "). Lessee is authorized under the Constitution and laws of the State to enter into this Agreement, and has used such auhonty to propedy execute and deliver this Agreement. Lessee heat followed all proper procedures of As governing body in executing this Agreement. The Officer of Lessee executing this Agreement has the authority to execute and deliver this Agreement. This Agreement constitutes a legal, valid, binding and enforceable obligation of the Lessee in accordance with its terms. (b) Lessee shall use the Equipment only for essential, traditional government purposes. (c) Lessee has now non - appropriated funds under an Agreement similar to this Agreement. (d) Lessee presently Intends to continue this Agreement for the Original Term and all Renewal Terms as set forth on Exhibit "B° hereto. The official of Lessee responsible for budget preparallon will Include in the budget request for each Budget Year the Rental Payments to become due in such Budget year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Rental Payments coming due therein. Lessee reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. (a) Upon request by Lower. Lessee will provide Lessor with current financial statements. (f) Lessee hereby wartants the General Fund of the Lessee is the primary source or funds or a backup source of funds from which the Rental Payments will be made. 116 Acquisition of Equipment, Rental Payments and the Purchase Option Price Section 3.01. Acquisition. Lessee shall be solely responsible for the ordering of the Equipment and for the delivery and Installation of the Equipment. Section 3.02. Rental Payments Loewe shall pay Rental Payments exclusively to Lessor or its assignee In lawful, legally available money of the United Slates of America. The Rental Payments shall constitute a current expense of the Lessee and shall not consfitute an indebtedness of the Lessee. The Rental Payments are due as set forth on Exhibit B. Lessor shall have the option to charge interest at the highest lawful rate on any Rental Payment received later than the due date for the number of days that the Rental Payments) were late, plus any additional accrual on the outstanding balance for the number of days that the Rental Payment(s) were late. Lessor shall also hews the option, on monthly payments only, to charge a late fee of up to 10% of the monthly Rental Payment that is past due. The Rental Payments will be payable without notice or demand, Section 3.03. Rental Pavmens Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE. Section 3.04. Purchase Option Price. Upon thirty (30) days written notice, Lessee shall have the option to pay, in addifion to the Rental Payment, the corresponding Purchase Option Price which is listed on the same line on Exhibit B. This option is only available to the Lessee on the Rental Payment date and no pargal prepayments are allowed. If Lessee chooses this option and pays the Purchase Option Price to Lessor than Lessor will transfer any and all of its rights, gge and interest in the Equipment to Losses, Section 3.05. Lease Term The Lease Tenn of the Agreement shall be the Original Tom and all Renewal Terms unlit all the Rental Payments are paid as set forth on Exhibit S except as provided under Section 4.01 and Section 9.01 below. If, after the end of the budgeting process which occurs at the and of the Original Tenn or any Renewed Term, Lessee has not non-appropdated as provided for in this Agreement then the Lease Term shall be extended into the next Renewal Temt and the Lessee shall be obligated to make ail the Rental Payments that come due during such Renewal Term. Section 3.08. Discialmor of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OL T OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY LESSEE. IV. Non - Appropriation Se992n'4.01: Non- Appmpriagon: It Insufficient funds are available in Lessee's budget for the next Budget Year to make the Rardal Payments for the next Renewal Tenn and the funds to make such Rental Payments are otherwise unavailable by any lawful means whatsoever, then Lessee shall have the option to norreppropdate the funds to pay the Rental Payments for the next Renewal Term.. Lack of a sufficient appropriation shall be evidenced by the passage of an endurance or resolution by the governing body of Lasses specifically prohibiting Lessee from performing its obligations under this Agreement and from using any moneys to pay the Rental Payments due under this Agreement for a designated Budget Year and all subsequent Budget Years, If Lessee chooses this option, then all obligations of the Lessee under this Agreement regarding Rental Payments for all remaining Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without penalty or liability to the Lessee of any kind provided that if Lessee has not delivered possession of the Equipment to Lessor as provided herein and conveyed to Lessor or released its interest In the Equipment by the and of the last Budget Year for which Rental Payments were paid, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit "B' which are agdbutable to the number of days after such Budget Year during which Lessee fails to take such actions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Lessee shall immediately ngfy the Lessor as soon as the decision to non - appropriate is made. If such non - appropriation occurs, then Lessee shall deliver the Equipment to Lessor as provided below in Section 9.04. Lessee shall be liable for all damage to the Equipment other than named wear and tear. If Lessee fails to deliver the Equipment to Lessor, then Lessor shall have the right to obtain a judgement against Lessee in an amount not less than the sum of all Rental Payments then due plus the then applicable Purchase Option Price, if Lessee non - appropriates under this section, then Lessee shall not purchase, lease or rent Equipment performing same or similar functions to those performed by the Equipment fora period of 360 days unless otherwise prohibited by public policy considerations. V. Insurance, Damage, Insufficiency of Proceeds Section 5.01. Insurance. Lessee shall maintain both casualty insurance and Imbilify insurance at its own expense with respect to the Equipment Lessee shall be solely responsible for selecting the Inswer(s) and for making all premium payments. Lessee shall provide Lessor with a Certificate of insurance which lists the Lessor and/or assigns as a loss payee and an additional Insured on the policies with respect to the Equipment. (a) Lessee shag insure the Equipment against any loss or damage by fire and all other Oaks covered by the standard extended coverage endorsement then In use in the State and any other Asks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Option Price of the Equipment. (b) The liability insumnce shall Insure Lessor from liability and property damage in any form and amount satisfactory to Lower. (c) Lessee may self-insure against the casualty Asks and liability risks described above, If Lessee chooses this option, Lessee must famish Lessor with a certificate and/or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and 0s assignees are named additional insureds and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interests may appear. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Tenn. Section 5,L2. Damage to orb stmctl n of Equipment, Lessee assumes the flak of loan or damage to the Equipment At the option of Lessor, Lessee shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03. Insufffclenev of Net Pmwads if there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any repiacemenq repair, restoration, modification or improvement of the Equipment, then Lessee shall, at the opflon of Lessor, either (1) complete such replacement, repair, restoration, modification or improvement and pay any coats thereof in excess of the amount of the Net Proceeds or (2) apply the Net Proceeds to the Purchase Option Price and pay the deficiency, If any, to the Lessor. Sedlon 5 04 Lessee Negfoence Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages, penalties, claims, actions, coats and expenses (Including reasonable attomeys' fees) trimmed by or asserted against Lessor that retain to or ease out of a claim, suit or proceeding, based in whole or in part upon the negligent conduct 01 Lessee, its officers, employees and agents, to the maximum extent permitted by law. VI. Title Section 6,01, Title. During the term of this Agreement, titre to the Equipment and any and all additions, lepers, replacements or modifications thereof, will rest in the Lessor. In the event of a Non - Appropriation as set forth in Section IV or an Event of Default as set forth in Section IX, Lessee will peaceably surrender possession of the Equipment to Lessor. At the expiration of the Lease Term, after all Rental Payments have been made then title to the Equipment wit pass to the Lessee. VII, Assignment Section 7,01, Assignment by Lessor. All of Lassoes rights, titre and/or interest in and to this Agreement may be assigned and reassigned in whole or In part to one or more assignees or sub- assignees by Lessor at any time without the consent of Lessee. No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee wdhen notice of assignment identifying the assignee. Lessee shaft pay all Rental Payments due hereunder misting to such Equipment to or at the direction of Lessor or the assignee named In the notice of assignment. Vill. Maintenance of Equipment Section 8.01. Lessee shall keep the Equipment In good repair and working order. Lessor shall have no obligation to inspad, test, service, maintain, repair or make Improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear and tear, caused by Lessee, its employees or its agents. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the Installation, operation, possession, storage or use of the Equipmen4 If the Equipment Includes any titled vehicle(s), then Lessee is responsible for obtaining such fille(s) from the State and also for ensuring that lessor is listed as First Lfenhofder on all of the tige(s). Lessee shall not during the term of this Agreement create, Incur or assume any levies, liens or encumbrances of any kind with reaped to the Equipment except those created by this Agreement. Lessee agrees that Lessor or its Assignee may execute any additional documents including financing statements, affidavits, notices, and similar Instruments, for and on behalf of Lessee which Lessor deems necessary or eppropdate to protect Lessor's Interest in the Equipment and in this Agreement. The Equipment is and shall at all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times. IX, Default Sedlon 9.01 Events of Default defined. The following events shall constitute an "Event of Default "under this Agreement: (a) Failure by Lessee to pay any Rental Payment listed on Exhibit "B" for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit W. (b) Failure to pay any other payment required to be paid under this Agreement at the fime specified herein and a continuation of said failure for a period of fifteen (15) days after widen notice by Lessor that such payment must be made, If Lessee continues to fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all coats incurred plus interest at the highest lawful rate. (c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement for a period of thirty (30) days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in wrifing to an extension of time. Lessor will not unreasonably withhold Hs consent to an extension of time d corrective action is instituted by Lasses. Subsection (c) does not apply to Rental Payments and other payments discussed above, (d) Any statement, material omission, representation or warranty made by Lessee in or pursuant to this Agreement which proves to be false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely effects the rights or security of Lessor under this Agreement. (a) Any provision of this Agreement which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Lessor. (f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations. Lessee applies or consents to the appointment of a receiver to manage its affars or makes a general assignment for the benefit of creditors. Section 9.02. Remedies on Default Whenever any Event of Default exists, Lessor shall have the fight to take one or any combination of the following ramedial steps: (a) With or without terminafing this Agreement, Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then cement Budget Year to be immediately due and payable. (b) With or without terminating this Agreement, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment to Lessor as provided below in Section 9.04. Such delivery shall take place within fifteen (15) days after the event of default occurs. If Lessee fails to deliver the Equipment, than Lessor shall have the right to obtain a judgement against Lessee in an amount not less than the sum of all Rental Payments then due plus the then applicable Purchase Option Price. Notwithstanding that Lessor has taken possession of the Equipment, Lessee shall stiff be obligated to pay the remaining Rental Payments due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to the Equipment caused by Lessee or Its employees or agents. (c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce Its rights. Lessee shall be responsible to Lessor for all cods incurred by Lessor In the enforcement of its rights under this Agreement including, but not limited to, reasonable attorney fees. Section 9,03, No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is Intended to be exclusive and every such remedy shall be 6umulafive and shall be In addition to every other remedy given under this 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 shall be cemented to be a waiver thereof. Seaton 2.04. Return of Eg iomeni end Stomas, (a) Surrender. The Lessee shall, at its own expense, surrender the Equipment to the Lessor in the event of a default or a non - appropriation by delivering the Equipment to the Lessor to a location accessible by common carrier and designated by Lessor, in the case that any of the Equipment consists of software, Lessee shat! destroy all intangible Rams constituting such software and shall deliver to Lessor all tangible items constituting such software. At Lessors request, Lessee shall else certify in a form acceptable to Lessor that Lessee has compiled with the above software return provisions and that they will immediately cases using the software and that they shall permit Lessor and/or the vendor of the software to Inspect Lessee's locations to verify, compliance with the terms hereto. (b) Delivery: The Equipment shall be delivered to the location designated by the Lessor by a common carrier unless the Lessor agrees in writing that a common center is not needed. When the Equipment Is delivered into the custody of a common carrier, the Lessee shall arrange for the shipping of the item and its insurance in transit in accordance with the Lessors instructions and at the Lessee's sole expense. Lessee at its expense shall completely sever and disconnect the Equipment or its component parts from the Lessee's property all without liability to the Lessor. Lessee shall pack or crate the Equipment and all of the component parts of the Equipment carefully and in accordance with any recommendations of the manufacturer. The Lessee shall deliver to the Lessor the plans, specifications operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and such other documents in the Lessee's possession relating to the maintenance and methods of operation of such Equipment. (c) Condition: When the Equipment is surrendered to the Lessor it shall be in the condition and repair required to be maintained under this Agreement. It will also most all legal regulatory conditions necessary for the Lessor to sell or lease it to a third party and be free of all liens. If Lessor reasonably determines that the Equipment or an item of the Equipment, once It is returned, is not in the condition required hereby, Lessor may cause the repair, service, upgrade, modification or overhaul of the Equipment or an Rem of the Equipment to achieve such condition and upon demand, Lessee shall promptly reimburse Lessor for all amounts reasonably expended In connection with the foregoing. (d) Storage: Upon written request by the Lessor, the Lessee shall provide free storage for the Equipment or any Rem of the Equipment for a period not to exceed 60 days after the expiration of its lease tern before returning it to the Lessor. The Lessee shall arrange for the Insurance described to continue in full force and effect with respect to such item during its storage period and the Lessor shall reimburse the Lessee on demand for the incremental premium cost of providing such insurance. X. Miscellaneous Sedlon 10.01. Notice s. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postago prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in wdfing. Sedlon 10 02 B'nd' g Effect. Lessee acknowledges this Agreement is not binding upon the Lessor or its assignees unless the Conditions to Funding listed on the Documentation Instmdions have been met to Lesaofs satisfaction, and Lessor has executed the Agreement. Thereafter, this Agreement shall inure to the benefit of and shall be binding upon Lessor and Lanese and their respective successors and assigns. Section 10 03 Severab'lity. In the event any provision of this Agreement shall be held invalid or unenPonrzbla a any court of competent p dive succ such holding shall not Invalidate or render unenforceable any other provision hereof. Section 1004 Am held Addenda Chances or Modification , This Agreement may be amended, added to, changed or modified by written agmemard duly executed by Lessor and Lessee. Furthermore, Lessor reserves the right to charge Lessee a fee, to be determined at that time, as compensation to Lessor for the additional administrative expense resulting from such amendment, addenda, change or modification. Section 10.05. Execution In Countereads. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Instrument, Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 10 07 Entire Writing. This Agreement constitutes the entire wdfing between Lessor and Lessee. No waiver, consent, modification or change of leans of this Agreement shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or "nestles, express or Implied, which are not specified herein regarding this Agreement or the Equipment leased hereunder. Any terns and conditions of any purchase order or other dpouments submitted by Losses. in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not appiy.to this Agreement. Section 10 08 Desionafirm as Qualified Tax -F mot Oblig tin Pursuant to Section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986 as amended (the "Coda'), the Lessee hereby specifically designates the Agreement as a "qualified fax - exempt obligation" for purposes of Section 265(b)(3) of the Code. In compliance with Section 265(b)(3)(D) of the Code, the Lessee hereby represents that the Lessee will not designate more than $30,000,000 of obligations Issued by the Lessee in the calendar year during which the Agreement is executed and delivered as such 'qualified tax- exempt obligations'. In compliance with the requirements of Section 265(b)(3)(C) of the Code, the Lessee hereby represents that the Lessee (including all subordinate entitles of the Lessee whhin the meaning of Section 265(b)(3)(E) olive Code) reasonably anticipates not to issue in the calendar year during which the Agreement is executed and delivered, obligations bearing interest exempt from federal income taxation under Section 103 of the Code (other than'private activity, bonds' as defined in Section 141 of the Coda) in an amount greater than $30,000,000. Acceptance of Equipment Certification. By signing and atteagng directly below, Lessens hereby certines that the Equipment described directly below In Exhibit A has been delivered and Installed In accordance with Lessee's specifications. Law" further cerbfles that they have conducted such Inspection and/or testing of the Equipment as It beams necessary and hereby acknowledges that It accepts the Equipment for all Intended purposes. Resolution and Authorization. By signing and stealing dlrecily below, Lessee hereby warrants and certifies that the Governing Body of the Lessee at either a special or regular meeting or through some other approved method of authorization has determined that this Agreement is In the beat Interests of the Lessee and the Governing Body did at such meegng or through some other approval method approve the entering Into of the Agreement by the Lessee and specifically designated and authorized the Individual(s) who have signed directly below to execute this Agreement on Lessee's behalf along with any related documents (Including a escrow agreement) necessary to the consummation of the iransacuon contemplated by the Agreement CITY OF �Otlj' lAMI, FLORIDA /,-�) KANSAS STATE BANK OF MANHATTAN MAW, I I .. I. I} a Title: �' W% I �l / \fitllS, VICE PRESIDEW Attested By: ` 4 e °� r.�frifHanllf� Typed Name and Title: RE: Lease with Option to Purchase Manhattan (Lessor) and City of South IV E items of dated as of April 8, 2010 , between Kansas State Bank of and serial New Communications System, S/M.47041201 ! b;QO M I A-Mf Q ®U CAE✓ OP�- Physical Address of Equipment after Delivery: LP , _ 0 50S 1­1 2 S 1 S0i "4 "( A -INA ` t 1 t— 3 3 ti +1 EXHIBIT B — PAYMENT SCHEDULE Date of First Payment: At Closing Original Balance: $15,034.00 Total Number of Payments: Five (5) Number of Payments Per Year: One (1) Pmt Due Rental Applied to Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $3,516.00 $0.00 $3,516.00 $12,299.42 2 23 -Apr -11 $3,516.00 $978.58 $2,537.42 $9,470.59 3 23- Apr -12 $3,516.00 $763.00 $2,753.00 $6,483.71 4 23- Apr -13 $3,516.00 $529.10 $2,986.90 $3,329.95 5 23- Apr -14 $3,516.00 $275.32 $3,240.68 $0.00 CITY OF SOUTO'MIAMI, FLORIDA 0 Typed Name and Title: Assumes all Rental Payments due to date are Form 8®38 °GC I Information Return for Small Tax - Exempt OMB No. 1545-0720 (Rev. Novembe zo x) Governmental Bond Issues, Leases, and Installment Sales Ixpwbnenlorthe Treasrvy © Under lnkmat Revenue Coda section 149(e) Internal Revenue $mvim Caution: Use Form 8038 -G If the issue pros of the issue is $100,000 or more. Reporfing Author ity Check box ifAmended Return 1, Issuarswne City of South Miami, Florida 2 issoaraempbyeddmtioalk,nwriber 59 6000431 3. Numbwand straat(wPO eouRma2ls trot deP.ared to street adtlmss) RoomSuRe 6130 Sunset Drive 4. CAy, bun, wpostoPrce, state, and 7JP oxie South Miami, Florida 33143 5. Repodnumber 5 - -- - B. N.", 'affoeroriegsm 7. Telephmanumbrolof o rlagalmpeseM M J &4!d 4,e f` L% Description of Obligations (Check if reporting: a single issue or on a consolidated basis ED 8a Issue price ofobiigation(s) (see instructions) . . . . . . . . . . . . . . . .. . . 8a 1 $ /" b Issue date (single issue) or calendar year (consolidated) (see instructions) If /O 9 Amount of the reported obligation(s) on line 8a: a Used to refund prior issue(s) . . . . . . . . . . . . . ... . . . . .. . . . . .. . . 9a b Representing a loan from the proceeds of another tax- exempt obligation (e.g., bond bank) .. . . 96 10 • If the issuer has designated any issue under section 265(15)(3)(B)(i)(III) (small issuer exception), check this box . .. . FKj 11 If any obligation is in the form of a lease or installment sale, check this box . . . . . . . . . . . .. . . . . . . I. Please Sign Here GENERAL INSTRUCTIONS declare that I have examined this return and accompanying schedules and statements, and, to the best of my rm true, come complete. Section reterences are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 8038 -GC is used by the Issuers of taxexempt governmental obligations to provide the IRS with information required by section 149(e) and to monitor the requirements of sections 141 -150. Who Must Fite Issuers of tax-exempt governmental obligations with Issue prices of less than $100,000 must file Form 8038 - GC. Issuers of a tax-exempt govem - mental obligation with an Issue price of $100,000 or mom must file Form 8038 -G, Information Return for Tax -aempt Governmental Obiigab'ons. Filing a separate return— Issuers have the option to file a separate Form 8038 -GC for any tax-exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate (see the line 12 Instructions). Filing a consolidated retum —For all taxexempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Form 8038 -GC, an issuer must file a consolidated information realm including all suchissues issued within the calendar year. Thus, an issuer may file a separate form 8038GC for each of a number of small Issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038 -GC. However, a separate Forts 8038 -GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. When to File To file a separate return, file Form 8038-GC on or before the le day of the second calendar month after the dose of the calendar quarter in which the Issue Is issued. To file a consolidated return, file Form 8038 -GC on or before February 15" of the calendar year in which the Issue is issued. Late filing. An issuer may be granted an extension of time to file Form 8038-GC under Section 3 of Rev. Prot. 88- 10,198 &1 C.B.635, if It is determined that the failum to file on time is not due to willful neglect Type or print at the top of the form, "This Statement is Submitted in Accordance with Rev. Proc. 88 -t0.' Attach to the Form 8038-GC a letter briefly stating why the form was not submitted to the IRS on time. Also indicate whether the obligation In question is under examination by the IRS. Do not submit copies of any bond documents, leases, or installment sale documents. Where to File Fie form 8038GC with the Internal Revenue Service Center, Ogden, UT 84201. Other Forms that May be Required For rebating arbitrage (or paying a penalty In lieu of arbitrage rebate) to the Federal government, use Form 8038 -T, Arbitrage Rebate and PenabyIn Ileu of Arbitrage Rebate. For private ac8vity bonds, use Form 8038, Information Return fir Tax- Exempt Private Acb'vity Bond Issues. Rounding to Wrote Dollars You may show the money Items on this return as whole- defer amounts. To do se, drop any amount less than 50 cents and increase any amount from 50 cents through 99 cents to the next higher dollar. Definitions Obligations. This refers to a single tax- exempt governmental obligation if Fan 8038 -GC is used for separate reporting orto multiple taxexempt governmental obligations if the form is used for consolidated reporting. Tax-exempt obligation. This is a bond, installment purchase agreement, orfinandai lease, on which the Interest Is excluded from Income under section 103. Tax-exempt governmental obligation. Ataxexempt obligation that Is not a private activity bond, (see below) is a taxexempt governmental obligation. This includes a bond Issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation Issued as part of an Issue In which: More than 10% of the proceeds are to be used for any private activity business use