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MUNICIPAL LEASE AGREEMENT (CLEARWATER POLICE DEPARTMENT) ( I , IJTE LEASING CORPORATlu~l MUNICIPAL LEASE AGREEMEl\lf (FOR USE WITH STATES OR THEIR POLITICAL SUBDIVISIONS) LESSEE: City nf CJp~rw~tpr - Pnlirp nppt ADDRESS: 700 R~yw~y Roulpvard CITY/STATEIZIP: r.1parwatpr, FI 34616 PHONE: (An) 46'/-6777 LESSOR: GTE Leasing Corporation ADDRESS: 1907 US Hwy 301 North - Su i te 270A CITY /STATEIZIP: Tampa. FI 33619 PHONE: (An) 621-7??5 Type of Entity: r it Y Govprnmpnt OTY EOUIPMENT LEASED-DESCRIPTION R E r' r. I V :E D ....... ,~A JUt 16 191 0i'll1r 11~';rr '~'ro;x ~~~~...u..' i ~ 1. Advance rent $ -0- 1. Cash purchase price (including delivery) $ 6,81Ll 00 2. First rent payment due upon invoice 2. Annual interest rate % ...J 3. Payments due MonthlyXX Quarterly 0 -< rfl 3. Nominal purchase option 0$10 IXI $ 1 nn I- :t z 4. Number of rent payments 36 e:: 4. Lessee will pay for any sales/use tax. Lessee will also Exempt Number w "" c: 5. Amount of each rent payment $ 231 68 I- be invoiced for other applicable state and local taxes, e:: if any. 6. Amount of final rent payment $ 231 68 ;.J b 5, At the time of installation. this Lease may be amended YesXX at Lessee's option, by the addition or deletion of items This Equipment shall be delivered to and located at: of equipment the value of which may not exceed 1007. Z of the cash purchase price of the Equipment indicated No 0 0 rity of r.1parwater Po 1 ice Dept~ above, j: Name - -< 700 Bayway Boulevard u Street ~ :r. 0 -- ...J Pin p 11 ~ Scate ;...'" CilY r 1 wt r County FI Zip 34616 ::::i ~.. TERMS AND CONDITIONS 1. EQUIPMENT. Lessor hereby leases to Lessee and Lessee currently herewith containing certain terms with respect to the (having been quoted both a cash and a time/lease price) hereby lease of such Equipment. All such schedules are hereinafter leases from Lessor on the terms set out herein such unit or units individually and collectively referred to as "Schedule," which of equipment, hereinafter referred to as "Equipment," Schedule is incorporated herein and made a part of this Lease described above or in any schedule or schedules executed con- Agreement, hereinafter referred to as "Lease." The parties THE ADDITIONAL TERMS AND CONDITIONS ON THE FOLLOWING PAGES ARE INCORPORATED HEREIN. THE UNDERSIGNED, BEING DUL Y AUTHORIZED SIGNATORIES, AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON THE FOLLOWING PAGES HEREOF, AND IN WITNESS WHEREOF, THEY HEREBY EXECUTE THIS LEASE. Dated 5' - :5 0 - 9 b Dated t5--...:J/ - 9 C Po1ic:p [)ppt. Lessor C>-..J its By GTE Leasing Corporation ()~J ,rCf// '-I I its By 205 Rev. 12187 its ^ t , 1+ \ '1'- (t r " ~ 1-', 1 ~.{A /,\f',;- "f I, :" IV f' ('/) I (j, acknowledge that this Lease Agreement i: je in response to , Lessee'~ requirement that it pay for the '4uiPment in install- ments. 2. RENTAL. Lessee agrees to pay the caSh purchase price plus interest in the rental payments and on the dates indicated above. A percentage of each rental payment shall constitute the payment of interest, as indicated above. Said rental payments shall be paid to Lessor at the address set forth above or at any other address indicated by Lessor in writing. All rental payments subsequent to the first one shall be made without notice or demand and without abatement, deduction or setoff of any kind. The obli- gation of Lessee to make payments hereunder shall be uncondi- tional. 3. LESSEE'S ACCEPTANCE. Lessee shall inspect the Equip- ment upon its arrival and installation and shall immediately deliver to Lessor a completed Certificate of Acceptance. There- after, provided Lessee is not in default hereunder, Lessee shall have the right of quiet enjoyment with respect to the Equipment. 4. LATE PAYMENTS. If Lessee fails to make any rental pay- ment or to pay any part of any sum required to be paid by Les- see to Lessor within 10 days after the date said payment is due, Lessee shall pay interest at the rate of 5% per month, subject to a $5.00 minimum, on the amount overdue. However, said rate shall not exceed the maximum annual rate, if any, allowable for such payments. The delinquent payment period shall run from the expiration of said 10 days until the amount is paid in full. If any amount remains unpaid for a portion of any month, the interest shall be prorated and paid for such period. 5. NO WARRANTIES. LESSEE HAS SELECTED THE EQUIPMENT AND MANUFACTURER THEREOF. LES- SOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSO- EVER, INCWDING CONDITION OF THE EQUIPMENT. ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. IF THE EQUIPMENT DOES NOT OPERATE AS WARRANTED BY THE MANUFAC- TURER OR OTHER SUPPLIER OF A WARRANTY, LES- SEE SHALL MAKE CLAIM ONLY AGAINST SUCH SUPPLIER OF WARRANTIES AND SHALL NEVERTHE- LESS CONTINUE TO MAKE PAYMENTS HEREUNDER TO LESSOR. Lessor agrees to transfer to Lessee any warranties or software licenses Lessor receives from the manufacturer or supplier of warranties for the Equipment, provided that the manufacturer br such supplier permits such transfer. 6. WCATION OF EQUIPMENT. The Equipment shall be delivered. to and located at the premises indicated above and shall not be removed without the written consent of Lessor. Lessee shall pay all charges and other expenses incurred in connection with the shipment and delivery of the Equipment to said loca- tion. All items of Equipment shall at all times be and remain per- sonal property notwithstanding that any such Equipment may be affIxed to realty. Lessee shall, upon request, furnish Lessor with a disclaimer or subordination, in form satisfactory to Les- sor, of any interest in the Equipment from all persons having an interest in the real estate to which the Equipment is or may be considered to be attached or affixed, and the names and addresses of the record owners of, and all other persons interested in, and a general description of, the real estate. 7. REPORTS. (a) Upon the written request of Lessor, Lessee shall notify Lessor forthwith in writing of the location of any Equipment. (b) Upon Lessor's reasonable request, Lessee shall deliver to Lessor Lessee's financial statements. Lessee shall also me or provide Lessor with such other statements and documents concerning this Lease and the Equipment as Lessor may from time to time reasonably request including such documents as Lessor may require to protect its interest in the Equipment during the term of this Lease. I 'Ie warrants that all credit and finan- cial information sUbmll J to Lessor in connection with this Lease and at any time d ring the term of this Lease is true, cor- rect and complete in all details. (c) Lessor has the right to inspect and examine the Equipment from time to time during normal business hours. 8. TITLE AND INTEREST. Title to the Equipment and all repairs, replacements, modifications and improvements shall be in Lessor. Lessor shall also retain a perfected security interest under applicable law in the Equipment and all repairs, replace- ments, modifications and improvements in order to secure Les- see's payment and performance of all of its obligations hereunder. When Lessee has exercised any purchase option here- under, title shall pass to Lessee. 9. LESSEE CERTIFICATION. Lessee warrants that it is a state, or a political subdivision thereof, or that Lessee's obliga- tion under this Lease constitutes an obligation issued on behalf of a state or political subdivision thereof, such that the interest portion of the rental payments derived under this Lease will qualify for exemption from Federal income taxes under Section 103 of the Internal Revenue Code. Lessee further warrants that this Lease represents a valid deferred payment obligation for the amount herein set forth, of a bona fide Lessee, having legal capacity to enter into the same, and is not made in contravention of any town, city, district, county, or state statute, rule, regula- tion, or other governmental provisions. Nothing herein shall con- stitute a pledge by Lessee of any funds other than funds lawfully appropriated from time to time for Lessee in its budget. 10. MAINTENANCE AND USE. At all times during the term of this Lease, Lessee shall, at its expense, make any and all repairs and replacements required to maintain the Equipment in good condition, reasonable wear and tear excepted, and shall use and maintain the Equipment in a careful manner in conformity with all applicable laws, ordinances, regulations, requirements and rules and inconformity with any insurance policy. Lessee's obli- gation to maintain the Equipment does not confer the authority to incur mechanic's or supplier's liens. 11. WSS OR DAMAGE. Loss or damage to the Equipment shall not relieve Lessee from its obligation to make payments or to perform any other of its obligations under this Lease. 12, INSURANCE. At all times during the term of this Lease, Lessee shall at its expense maintain public liability and property damage insurance for the Equipment in amounts and with insur- ance companies satisfactory to Lessor. Lessee shall deliver to Les- sor satisfactory evidence of such insurance coverage. Each policy of insurance shall contain a standard loss payable clause stating that payment for loss, if any, is payable to Lessor, if appropriate, as co-insured, and shall provide for 30 days written notice to Les- sor before the policy is altered or cancelled. If Lessee is restricted by law from complying with the provisions set forth above, Les- see shall make other arrangements satisfactory to Lessor. 13. INDEMNITY. (a) Lessee shall defend, indemnify and save harmless Lessor, its agents, employees and assigns from and against any and all liability, loss, damage, expense (legal or otherwise), causes of action, suits, claims or judgments arising from injury to per- son or property resulting from or based upon the Equipment or its actual or alleged use, possession, condition (including with- out limitation, any latent or other defects not discovered by Les- see), management, control, delivery or operation by Lessee or any other person, and Lessee shall, at its own cost and expense, defend any and all suits which may be brought against Lessor, its agents, employees or assigns either alone or in conjunction with others upon any such liability, claim or claims and shall satisfy, pay and discharge any and all judgments, costs and fines . that may be recovered against Lessor in any such actions, provided, however, that Lessor shall give Lessee written notice of any such claim or demand. In no event, however, shall Lessee be held liable for the negligence or w' -I misconduct of Lessor or Lessor's agents, employees or as~_ I,)' , (b) Lessor and the affiliated roups of which Lessor, for United States corporate income taX purposes, is a member intend, with respect to the Equipment or any item thereof, to treat the interest income portion of the rental payment described above as tax-free to Lessor. The amount of tax that will have been saved on such amounts shall be known as "Tax Savings~' If Federal tax administrative authorities formally notify Lessor of a disallowance, elimination, reduction, or dis- qualification, in whole or in part, of the Tax Savings, or if les- sor shall include the interest income portion of the repayment amount in income as a result of a good faith determination that such interest income is not properly treated as tax-free to Lessor, Lessee shall pay to Lessor an amount such that the amount after deduction therefrom of all taxes required to be paid by Lessor in respect of the receipt of such amount under the laws of any Fed- eral, state or local government or taxing authority in the United States, shall fully compensate Lessor for the loss of any such Tax Savings including any interest, penalties, or additions to taxes payable, as a result of such disallowance, elimination, reduction, or disqualification of such anticipated benefits. The amounts payable pursuant to this subsection shall be payable upon demand of Lessor. Any such demand shall be accompanied by a statement describing in reasonable detail the loss of the Tax Savings and setting forth the computation of the amounts so payable. Lessee agrees to be bound by any reasonable determi- nation of the amounts set forth in such statement. (c) All of Lessor's rights and privileges arising from the indemnities contained in this section shall survive the expiration or other termination of this Lease and such indemnities are expressly made for the benefit of, and shall be enforceable by Lessor, or its successors or assigns. 14, TAXES. Lessee agrees that, in addition to the payments due for the Equipment, it will promptly pay, when and as due and payable, all taxes, fees, assessments and other governmental charges of any kind whatsoever, together with any penalties, fines, additions or interest thereon, levied, assessed or imposed upon or with respect to: (a) the Equipment or any part thereof, or interest in the Equipment; (b) the ordering, sale, purchase, delivery, ownership, possession, use or operation of the Equipment; (c) the amounts payable hereunder or the earnings aris- ing from the Equipment (exclusive of any taxes based on net income of Lessor); or (d) this Lease, any other operative documents con- nected herewith or the execution or delivery of any of the foregoing. 15. ASSIGNMENT. (a) Lessee agrees not to sell, assign, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Lease or the Equipment or to remove the Equipment from its location, without the prior written con- sent of Lessor. Lessee's interest herein may not be assigned or transferred by operation of law. (b) Lessor may not assign this Lease Agreement, or any part hereof, or any monies due or to become due hereunder. If Lessor attempts to assign this Lease Agreement, the Lessee shall have the option, exercisable not later than thirty (30) days after Lessee's actual notice of the assignment. by written notice to les- sor, to terminate the Lessee's obligation to make further pay- ments hereunder. In the event Lessee exercises such option, Lessor shall be permitted to immediately enter the premises where the Equipment is located and repossess the Equipment, and Lessor shall return all sums paid by Lessee under this Lease Agreement not later than sixty (60) days after the receipt of writ- ten notice of the option exercise. Lessee shall keep a written record of the 0, ship of Lessee's interest in this Lease Agreement. _'- 16. DEFAULT. AIIfvent of default ("Event of Default") shall occur if: (a) Lessee fails to pay when due the full amount of any rental payment or any other payment due under this Lease, except as provided in Section 18 below, and such failure continues for a period of 10 days; (b) Lessee shall fail to perform or observe aqy cove- nant, condition or agreement required to be performed or observed by it hereunder (or under any other agreement between Lessor and Lessee) and such failure is not remedied within 10 days after written notice thereof is given to Lessee by Lessor; (c) Lessee or any person shall take any action looking toward Lessee's dissolution or liquidation, or if any proceeding (voluntary or involuntary) is commenced by or against Lessee seeking reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation and such proceeding shall not have been contested by Lessee or dismissed within 30 days after it is filed; (d) Lessee attempts to remove, sell, transfer, encumber, or part with possession of the Equipment or qny item thereof; (e) any representation made by Lessee in connection with the entering into of the Lease or any report or statement fur- nished pursuant to this Lease is untrue in any material respect; (f) an attachment, levy or execution is threatened or levied upon or against the Equipment; (g) any insurance carrier cancels or threatens to cancel any insurance on the Equipment; (h) the Equipment or any part of it is abused, illegally used, misused, lost, stolen, destroyed or damaged beyond repair; (i) the Lessee defaults under or otherwise suffers to be accelerated any material obligation; (j) the Lessee defaults under any other agreement now existing or hereafter made with Lessor, or any of its affiliates; or (k) the condition or affairs of Lessee or Lessee's guarantor (if any) shall change so as, in the sole opinion of Les- sor, to impair the credit risk involved. 17. REMEDIES. Upon the occurrence of any Event of Default, Lessor may exercise anyone or more of the following remedies as Lessor in its sole discretion shall lawfully elect in order to recover its interests and reasonably expected profits and bargains: (a) proceed by appropriate court action, either at law or in equity, to enforce performance by Lessee of the applicable covenants of this Lease or to recover for the breach thereof; (b) cause Lessee, at its expense promptly to return the Equipment to the possession of Lessor, or enter the premises where the Equipment is located and take possession of or disable any part or all of the Equipment, without demand or notice, without any court order or other process of law and without lia- bility for any damage occasioned by taking possession. Lessee shall promptly pay to Lessor the amount of any deficiency; (c) terminate this Lease as to all or any part of the Equipment; (d) use, operate, re-lease, sell or hold the Equipment as Lessor in its sole discretion may decide; (e) declare the entire amount immediately due and pay- able as to any or all items of Equipment, without notice or demand to Lessee; or (f) sue for and recover all payments, then accrued or thereafter accruing, with respect to this Lease and any or all items of Equipment. Lessee agrees to pay all of Lessor's attorneys' fees and other expenses incurred in connection with the actions set forth in this section. ' A termination hereunder shall occur only upon notice by Lessor to Lessee and only with respect to such part or parts of the Equipment as Lessor specifically elects' rminate in such Flotice. Except as to those parts of the Equilment with respect to which there is a termination, this Lease thall remain in full force and effect and Lessee shall be and remain liable for the full performance of all its obligations under this Lease, but Lessor shall not be entitled to recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this Lease. 18. TERMINATION BECAUSE OF NONAPPROPRIA- TION. Notwithstanding anything contained in this Lease to the contrary, no Event of Default shall be deemed to have occurred under this Lease if all the following events shall have occurred and Lessor has received a written opinion from Lessee's counsel verifying the occurrence of said events: (a) adequate funds are not appropriated during a sub- sequent fiscal period during the term of this Lease for the Les- see to meet its obligations hereunder, and written notice of the nonappropriation is given to Lessor at least thirty (30) days prior to the first day of such subsequent fiscal period or within five (5) days of the preparation of the final budget for such fiscal year, whichever occurs later. (b) Lessee has exhausted all funds legally available for payments due under this Lease; and (c) such exhaus.tion of funds or nonappropriations did not result from any act or failure to act of Lessee. Lessee agrees not to acquire other equipment that performs essentially the same services and functions as the Equipment for three years following such an occurence of events. 19. PURCHASE OPTION. Provided that Lessee is not in default hereunder, Lessee shall have the option to purchase the Equipment at its location AS IS at the end of this Lease for the nominal purchase option price set forth above. Title to the Equipment shall remain in Lessor until the nominal purchase option price indicated above has been paid. 20. WAIVER OF DEFAULT. Any Waiver by Lessor of a default by Lessee shall not be considered a waiver of any other default hereunder. 21. PERFORMANCE OF LESSEE'S OBLIGATION BY LESSOR. In the event that Lessee shall fail duly and promptly to perform any of its obligations hereunder, Lessor may, at its option, perform any act or make any payment which it deems necessary including without limitation the payment for satisfac- tion of any lien, taxes, insurance and repairs without thereby Ub'S.i - ~ 7 I l'in f' waiving such default, an "{ amount paid for expenses or lia- bility incurred by LessoIJ..sUCh performance, together with interest thereon at the Ie er of 2% per month or the highest annual rate permitted by law, and any reasonable costs incurred by Lessor in connection therewith including reasonable attor- neys' fees, shall be payable by Lessee upon demand as additional payments. 22. MISCELLANEOUS. Any notice required or permitted to be given hereunder shall be given by personal delivery, telegraph, registered or first class mail, postage prepaid, to the address of the receiving party appearing on the first page hereof, or at any other address of which the other party has been notified in writ- ing. Any notice so given shall be deemed to have been given on the day of mailing. Lessee agrees that under no circumstances shall this Lease be construed as a consumer contract. This Lease shall be construed in accordance with the substantive laws of the state of Florida. If this Lease is signed by more than one Lessee, they shall all be jointly and severally liable for all of the obliga- tions of Lessee under this Lease. This Lease shall inure to the ben- efit of and be binding upon Lessor and any successors and permitted assigns, and shall be binding upon Lessee, its succes- sors and assigns, and shall inure to the benefit of Lessee and to only such of its assignees as have been consented to by Lessor. 23. ENTIRE AGREEMENT. This Lease and any Schedule attached hereto contain the entire agreement between the parties and cannot be modified, amended, supplemented or rescinded except in a written instrument signed by both parties. Any pro- vision of this Lease prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Lease, unless the general intent of the Lease would be altered. 24. NONCANCELLABLE. This Lease is noncancellable and Lessee is obligated to perform the terms and conditions stated herein. 25. AUTHORIZATION TO SIGN. By execution hereof, the signer hereby certifies that he or she has read this Lease and that he or she is duly authorized to execute the same on behalf of the Lessee. 26. NO AGENCY. THIS LEASE, ANY VARIATION OR MODIFICATION OF THIS LEASE, ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS OR CHANGES TO ANY SCHEDULE SHALL NOT BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER OR MANAGER OF LESSOR. I I Addendum This addendum forms part of that certain Municipal Lease Agreement (Name of Agreement) entered into and dated 19 by and between GTE communications COrDoration and City of Clearwater - Police DeDt. (Supplier) (Lessee) . If the Lessee requires supplier to allow the Lessee to pay for the equipment in monthly installments, then supplier will sell the Equipment to GTE Leasing corporation, and GTE Leasing Corporation will conditionally sell the Equipment to the Lessee under the terms of the Municipal Lease Agreement attached hereto. In connection with the purchase and sale, the Lessee understands that GTE Leasing Corporation will acquire only the obligation to sell the Equipment to the Lessee and the right to receive the payments from the Lessee. Supplier will remain directly liable to Lessee for all other obligations set forth herein and GTE Leasing Corporation shall have no liability or responsibility with respect to those obligations. Neither GTE Leasing Corporation nor supplier may assign any of their respective rights or obligations under this agreement or attachments hereto, or any monies due or to become due and payable hereunder, to the other or to any other person. GTE CommlJniC:iltions Corporation Sup lier City of Clearwater - Polic:p Dppt. Lessee to Sign to Sign (Title) /!/6J2 - {!VJk~1 ~/d4'- Date q~~~d ~ (Title) /As~C~ ~O--(zF(2 Date RLT jdan0144N I I (ffi3 GTE LEASING CORPORATION INCUMBENCY CERTIFICATE I, V- CYNTHIA E. GOUDEAU , a resident of Clearwater in the State of Florida , DO HEREBY CERTIFY: That I am the Clerk/Secretary of City of Clearwater ,a political subdivision of the State of Florida duly organized and existing under and by virtue of the public laws of the State of and that I have custody of the records of such entity, and that as of the date herein below recited, j.,/ KATHY S. RTCE is the (title) I.-ACTING CITY MANAGER of such entity and is duly authorized to execute and deliver in the name and on behalf of Ci ty of Clearwater , the following: Huncipal Lease Aqreement IN WITNESS WHEREOF, I have hereunto set my hand and affixed. the Seal of such entity this ~2TH day of./ April ,19~.~ (Affix Seal Here) 1...---" (Y1'~~_C }!J..,..Pn. , - Clerk/Secretary -- Rev. 1/83 Mun. CSA Communica' Corporation EQUIPMENT SCHEDULE AND WARRANTY STATEMENT ~ XJS CUSTOMER NAME: CITY OF CLEARWATER PAGE 1 OF 1 WARRANTY SERVICE WILL BE PROVIDED FOR MONTHS o QUANTITY DESCRIPTION 1 J:lny FUPS "" 2 r:.l nh.a If\ 18 LN Walker Tele . 1 KSU, BaSic" . T'In; to 1 Line inn TlnH- " --,' ,- I Power sln:x>lv 1 6 CKT CO Line Card 1 12 CKT Station Card ., . . .. , .. " ,',' . , ",' , " ' " .,' , , , . " ~o,<:ll\\ .. .. jUri ~ \> u...~- - ." . " ,. ,'0 .. .. ,. ' , .' , .. .. CUsroMER SIGNATURE .~~ ~ I \ ' DAn: 5" .3 0 - 9 0 GTECC.{)3007 (Issue 2) WHITE - ACCOUNTING CANARY - SALES PINK - LEASING GOLDENROD.. CUSTOMER '0 - ,) ; ,. :. -, -- .' - ~~~'~~~~~A~~~=::G~~M~l~L CUSTOM~' CITY OF CLEARWATER (Police ~rtlTlPnt) (called "Customer"). GTE Communications Corp. (called "Seller"), is pleased to offer the following proposal for Customer's consideration. This proposal is in effect for forty-five days from the Quotation Date of . 19_. Upon written acceptance by Customer and Seller, this proposal will become a binding sale and installation agreement (called "Agreement"). '.The coinmunication 'system offered is' a GTE Response-(called "system") and includes the equipment' and features described in the attached Equipment Schedule and Warranty Statement which is a part of this Agreement.' ',;-,j '.'" '" " /'tl).(~i'.~_; ~.tnlt j~~.~.:~~,;,y'.i <,,-:,,:i;. ,,' ;':';j. :i:;:~'_:;:; :~:."i . ,:-' "_.1._' ":' ~ ;.;:, .,'j ~. '<;',; ~- '-i: : '.......:.~.i .~, "'The system :shall be delivered'to and installed'at' , .700, Bayway Boulevard , City of' Clearwater.'!,'d:o.~'\ i,) 'J". '" 'CouriiYof,;'.Pinellas ," ;"', ", State'of FL. ',and ;..~ thepricequ()ted includes delivery 'to such"location: (called "Installation Address"):- ' '>,,' ", '),' ; !1iNSTALLATiON'YNTERvA'L.':I~~~j~1'-.I:;';L' ;,~""i:,'::~l':/<;,J';'!:;'i; ',.,.."...."., ,'.t"".. ',..," ".,"', , Seller will make 'its' best' efforts 'to ,complete delivery and,'if this proposal includes installation', installation of the System within ~ weeks from'ihe date this"Agreemeili'is accepted by Seiler' (called "Installation Interval"). .', " " ..' '1,1. ':~,,~_<-J-l ..;~,.,i~,!l;;..:r;:._. ".'f: ~".~:l!.. '. .'.\ '(;.,...il ;:~'~'~;,.~. ;i,,:.} ;", ,":' . ..:'; '.:.~ .;' :'~hl; PRICE: ,",rf'~ ::.-.I;;:'_.~"td')? ..:f',~:(!,-~,:.i~'~: .':;i: ,~; :';" :-~':l -r!~,.."~ !, :..,J:;" 'i:.'-~ :.!!" .".;: :,l, (~~; P~':>t .. /'+ / '\. ...- .....--.'- , (lL:;'~ys,i'im/fi~(,.\;';;,:; ';;: ,.:,' , :;;[: ,:",',;,':' '.$ 4/~~~.OO (2) Applicable Taxes (estimate) .L' ~:$ . : .'. .' -. . , ;":!..: '\i,;r""-''''{j:''':--'''}j,,,,,,',lfj'J1"1-1'''',, ,I.- Ij','" ,), 4276 00 ~ .-,; J-, "-.-.1 ,.".',.: ""j " (3)" To;a(Purchas~}rice-~';:;':II, ,:--:",,~;;.~,.;'l',' ;/:',$ I. ~;,,,: ,;:"r;' '::'.nr: 'J'" "PAYMENT OPTIONS DESCRlflTION:PURCHASE OPTION '. ' "" ." j ;,' ,':,:" .,,':;' ,;,..;,I',.,,~ . "",,' ',' ',. . ,,;,L'.'. '.. ,,;: ;,! d, "Pe;~e~(~(to\alPurch~se 'p;.ic~)due;upon"~ighing Oflhis Agreeme'rH'by Customer:"I;;ii.;tI,cr;, ,',.. ,"' ;"i'~: . , ' , ' . J .: .{ I 1,_ ",1.., , lj ., I .' j ., I " . \ , , ,~. ..' . _' _' ~ ' , , _" _ _ r' .. -,' \ .-,. ". _ , ' '.'_ ," "," -. -',' r ) ,,' , ' ',' _' ,,' _,' _ '~:.. .'" ";,Percent qf Total Purchase Price due. whentheSystemisdelivered l() the Insiallatlon Address or delivei-y, iswithh~Id by', "le:' ..";.;,,;,)Jj.,Sell!=Lat,Customer~~requesL'j'''I!;.!..:.;,,,p,;') ".'",:."':."":"".":(,-.,, ',:, "'~:':': ,,"':," ,;;',... '", ,C\,; Balance Remaining balance of Total P~~chase Price (including~li 'Additio~ai Charge~ pr~~idedforin this Agreement) du~ on' the. ,.,;.W Certificate of Acceptance/Completion Date and before Customer use of system.:' ' " ',:,"'iTHIRD P/\'RTVLEASEOPTION ,.,:,,;;:,;,;, ',", " '"::,, ; ",," ;,. ',; ;, ,;.,' In the eventdiat CustomerdecidestOfmance'this purchase through a Third-Party Lessor, Seller will refUrid to Customerall.' ry,:;\ '.depositmonies' paid by Customer upon receipt by seller of payment in full from the Third-Party Lessor and Customer's:', Q~' payment obligations under this Agrement will then become null and void. Customer may assign its rights and payment'.: , " " , . J 'obligations to 'a TIrird-Party Lessor acceptable to Seller or may cause TIrird-Party Lessor to issue to Seller a purchase order ;. ,N "fr: in a form acceptable to Seller: In the event Customer's fmancing through a Third-Party Lessor is notconsumated for any " (Initial on'e) 0 ;,) reason, then this Agreement shall be in full force and effect as a cash sale., ,', ,." '. ' ; "" i ';;,' . 1.. " " ' .. . ,( I 1 . . I I " . '. .,' , .' ~. . I . ' , . ' - NotWithstanding such assignment or Third-Party purchase order, Customer shall, for so long as 11 remainS lessee of the , ....;'.;"Equipment; have the right to enforce Seller's obligations and will remain responsible for performance ofCustomer:sbbliga- '. .'" P:':1;,tIo~s,ot~e:'t,h,a~:paY,ITlent.,: ...".,~ ii'." . ... ' . " ' '. ," " ," ' ',": ' . WARRANTY,MAINTENANCE SUPPORT: ,: "':'" """,I, .,'J , , .' ~ ..1" v.".'. ' '.; i - c .."../ . oj \.. , . . ,'" '. ' , " .. . . #l . ~ . Warranty Maintenance.Support for,';'~Months is included in the Total Purchase Price and commences on the date Seller issues' its Certificate of Acceptance/Completion indicating substantial completion of the System and readiness for customer use. '..' MAINTENANCE SERVICE' INFORMATION: ", "'. .,'j' "i:" ,I' ,')', 'I' I. Com'mutiicationofservicerequests. Customer shall request maintenance service through telephone or other communication to: GTE "~I ." Communications'Corp.; 1907 HS.' Highway301'W;'Tampa.;' FL 33619; 1-800-343-4200.)" _" ,. -"'. " 2.' Normal business hours: Normal business hours are defined to be 8 A.M. to 5 P,M., local time, Monday through Friday, excluding holidays' , ., as specified ,in the: attached Equipment Schedule and: Warranty Statement, paragraph 6. ,. ,.,;.,, " , " ;" 'J ".';.... INCLUDEo'!AITACH'ME'NTs!-;"':"~",i':" ;',')/,'i',,[Jjj;,:'~";"~':1 ,',.!, ".,,:' : ''','"ii ',:,.f ;," ;;,'i,~;;l "';;.:"l{' '., .., :,;, FOrm':ti",;.,Il.j',.',. """'Includ~d ''''d:r!l:'; lil'i.'."iC"" Included ';"':FOrml:.: ., ,; 'Included' Equipment Schedule and::'!l;'~ (Yes 'No ::i' ',it, :,'b ";',:':~,;' ,'J Yes N~ Financing and ,':',' ,.". " ":'Yes"No' ;' Warranty Stateln~nt',:q!jj'~~r""~" 0 '::.: Fo~m""UCC'..1 ~" 0 )I;, . 1., . Security Agreement' 0.'; '1Xk: Lease Application'" .'11;; ':'.'ll;:,;. e9 0 . 'Credit'Application 0' Other:' I. < ,~ '0: A~REE~ENT:,' _': "",:.,_,..:\ ...i..." ',' '; .', . ...~,~.; >-;,l.,~:~:~~r':,~.,; "~:l\.' . , ,_' .q..p,,:~ _. ,_' :':: "," :.-:,-'" ~ ~':' .::'_"_'" '." .' ," . By its signature hereon Cusiomeragrees, suoject ('0 SeIIer'sacceptance, to buy' and pay for the System outlined above in' acco'idance with, theter~san,dc.~:nd!,ti,ont~r.,t.hisAgreemenl. \,; ';'~':"'::"<I'~.;;L '1,""<';:. ,:' ,:1:;,";"::" ::;"',;,' 'I;';;::" ",,' " Agre~d t~ ;hi~';~ h' .,ld~y'~/ "0~ j' ,...:,::I~'~i'bl"'). CUSTOM Ei:", :'~cr.IT'ar,"CI.EARwATER' ':~,." ". " ~c~e~t~e'd\hisj 0' "~d;ayo'f:f/V)'~ :;'.', .. ':;:.t:"i~ 10 " ., _", .: _I, .j, :~, 'r; 1 i: ~;,' " . SELLER:"GTE,COMMUNICATIONS CORPORATION l . .. , SIGNATURE~ .L NAME: c... '( I ,I If'iamc of ,Aulhoriletl N.cprC"C'ntativc: Printed or TH>cd) TITLE: Aci- I ,'J,- (,1-" N\ (: .- . . ..... (Title of AUlhori..cd RcprC\Cntalh'c) ADDRESS: 10'" 'J .;{. .. " , . ~ , ' .;~,' , ': ') \ " ',,'.-: j: " .r).,. /'.l) SIGNATURE: 1\ '~~.~~"?Y:;~--J-j::'L~ Ri~ LaSko ~ ,i ~~ NAME: C./ (~, (Sln.-C1 Addrc!l.\) r : 3 "-1 L J I.., Kit)" Slale. Zi(') Code) TITLE: Major Account Executive THE TERMS AND CONDITIONS ON OTHER PAGES OF THIS FORM AND INCLUDED ATTACHMENTS ARE ALSO PART OF THIS CONTRACT AND ARE BINDING UPON CUSTOMER AND SELLER. GTECC.03008 t J G'TE Communications brporation MAINTENANC~- AGREEMENT CUSTOMER 10 # 5-301481 , . r.' .') ;.. TYPE SYSTEM G.rE RESPCNSE ,". '.~,r " This Maintenance Agreement is made between GTE Communications Corporation, hereinafter referred to as ':GTECC," and (Customer Name) CITY OF CLEARWATER . at (Service Adejress)' 700 Ba:vwavBouleVard her~i~after . : :' ;'! : I '.- ' . . - , .,,':',' i.,: . _' ;- " . ." ", .' ", ", ", .": . ,.- .: referred to as the "Customer.~'GTECC will provide maintenance service on telephone equipment at the above location .thro~gh th~':e'x~c~ticin'(,f}'~'i~'Agr~~'rne~t and under th~te'r~~~~d 6~'ndition~.~t~t~dbelo~::.':',~".'.:'~' ,:' .~:'.;: !.' The rate for these sElrvices shall be'$ 2,538.00", .,. /,' . plustIDC'of $ ,.....andprovidescoveragefora. '36 > month period. Payment detailediriparagraph16.' , ".iL" . ~'" -i-.-"; ,;_~-:,:;-,;: -'~.,;' _, '., ",;":},::,,,-';'_._~-.-- '-"':. "",' .;~~' ~ :'.:'".;':,,"::. ";..,',i"', - .; )'. ';.. UNTIL ACCEPTED AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GTECC, THIS AGREEMENT'. , SHALL NOT BECOME EFFECTIVE AND SHALL NOT CONSTITUTE A BINDING CONTRACT. THISAGREEMENT TO BEC:O,M~.~~FECTlVE ONl,?,~..D~Y OF May :.'; '1~~, and.will expi~ 6n,l6t.toAY OF' Mtw..".:., ',~1993-: '-. .- .-.,-., . ., ....... ..... ',' . - . ," IN WITNESS WHEREOF, 'the' parties have c~used this Maintena~ce Agreement to be 'executed by thei[.author.ized representat,v~:.,' : " . '('., ,._-, ," - '" " :,,:.:', .:. - .... ::", '" ,_: :_", ,:':::, . .. ' ,: :.' . Agreed to t~i;"'" 17 ,~. :' day :~f /~ '~; ~/',',: ~~'ill , ."..'",:...',',' ~;c~,~'~it.~d.this ' /,' d~y 0/,41 :.f :/ .) '. , ~9z12: .' .." " I' ". , ., , / CUSTOMER: CITY OF CLE'ARWATER, - .'. . '. .,.. ;~'("'" '/~~P~!,~TE.,~~,~l'li~tj?ns'" , 6,rpo'ra.:tio;,"" ,':,'," ,'.. , ... '... '.. ,. ...' ' .~~S~;:r'b~:<lt!fmfl~.!:je. t!ltl1d'.'~~'>R~".'''I>''.' ~'~!)~lJ:i~ml4t)~~l;,/. ..,../1, : ' SERVICE ADDRESS: '. 700 'Baywa.VI;BOUlevard:-:J9,i\r",,"...SIGt\lATU~E~ ,_,,~.-<?r;.::,..: ,Y<-.-.- MAILING ADDRESS':""';"1':"'u:,.::;:,.;;.,~ NAM~:~'RickLa.sko)it1'~:": "..'.. . " ...:~...... ;.;....\i..~.:..,r'l5ffWJ~" ;, ~':>~""\G' . """ACCOUnt";: c-...~"'; 't' ;. ':', ' '~.l~:~, ,,"-'.:' "...., ':'.n'-'l' '. . 'TITLE~"'-l'-MaJOr '&:oAC:\...U l.ve., , - . '~'r - '. (~a..q-;t~' _ ~!!~) - . . /' *. l\ J, (lk.I~.1 [ J ,.:-.:_....,.,.r".'~.,..W',..,...... . "hf~~11R THE TERMS ANDCONDmONS OF OTHER PAGES OF SIGNATl.lRE:<V"~:--l:y\~,\j(J~C - ' "t w" ..... ...'.',." " NAM' E.': K,~"...,,4-.. 1;:":>,/" '. f) ',i r "): ' '. .,' : .., ".. t:r...~THISFdR'~ AND;I~CLt1&~(jj:)'TTACHMENTS AREALSO I ., ." %~l;,: ':.:. . .:. ':'!?~~~~.~PART~6F:~tBIS CONTRACT'Af.JDARE BIN'DING UPON . l\ r l:?-,f.t!~t.'.rt~Qni'~:.~~~.~f~tA~~~~t~~"~"""""'r": M ,r'.''''t!~~~~'''~''..''!~'~ ".~~;'~" ,,':"-f.,';" .' , , ' . TITLE:' :'~\ /i,,<;("'.t' .,+~.,. fV'.Tj,,~.s~:""'~~.t";{~:r;31m~..Q.U.S.T.OMe:ij,~D.GIECC;':' REFUNDS WILL ONLY BE I / MADE PRIOR TO, EFFECTIVE DATE. .' . .-. ..&....'.:.i~,-:,. , . - "" _ 1 GTE Communications Corporation's (GTECC) provision of maintenance servic'e to its customers is under the following terms and conditions: ' , . "... , ' , . , ," , . . " ." . . . . (1) GTECCagreesthat all equipment provided by GTECC at the above locations will be maintained in good condition for the period seUorth above commencing on the later of the stated effective date of this Agreement " or ,the expiration of the standard warranty covering the equipment, unless otherwise indicated, GTECCst')8I1,.::.l;: ' replace orrepair, atits option, any materials or equipment necessary for;the operation of said equipment,..,. .:',: ':', ' .'" at its own expense. '.'c,,',: ,:,.':".r,' ';c''': :' ;....:"....:;::,;..! . .', :"" .'" -". ..,' ,~. ,li~:' " "'_:' . ,..-' ... . .~. ',~' ',," (2) No partial coverage of a sysfE~m (unless indicated in writing) or a location' is permitted; all individual" .' components attached to any and all systems provided and/or maintained by GTECC at any one location will be, covered by this Agreement unless stipulated in writing by GTE Communications Corporatior:t. ',_ ,:. ' , ,,' (3) Once the GTECC Mai~tencl.nc~Ag'r~ement has b~e:n exe~~tedfor a give~ .custo~~r location, any: and ~II equipment additions installed by GTECC at that location shall be maintained under the terms and conditions .of this Ag'reement until the next anl1iversary date, afna additional charge. Maintenance charges will be adjusted effeCtive with the anniversary date of. this Agreement to include equipment ad~itions. .". .,., ,., :.' ;.', ""~':::" ',':" ',' ..... .. . . . ., .... .. " (4) This Maintenance Agreement begins on the date of acceptance by GTECC. GTECC reserves the right of non-renewal upon expi~ation of this Agreement..' .. ....., ," . , . , ..' , . - (5) Mainte~ance coverage does not extend tol~b;r,m~terial or repiace~ents made necessaryby the customer's carelessness, neglect, misuse, accident, or the equipment's cosmetic appearance. In addition,'maintenance coverage does riot , extend to labor or material replacements made necessary by fire, power fluctuations. floods, excessive moisture, or other acts of God, however, damage due to lightning will be repaired or replaced at no additional charge; or any equipment failure or damage attributable to modifications, repairs, or adjustments made by persons other than GTECC or its authorized agents (data and office automation products do not qualify for lightning protection). Maintenance coverage does not extend to any cabling or materials directly exposed to the forces of nature or otherwise located outside buildings or structures at the installation site. GTECC shall not be responsible for failure to provide maintenace service at locations it deems hazardous to the health and safety of company representatives. GTECC-03023 (lSS 3) WHITE-ACCOUNTING; CANARY-SALES; PINK-LEASING GOLDENROD-CUSTOMER;