HomeMy WebLinkAboutC-2669 - Geobase System Hardware lease/purchase agreement1' 0 4
Ch HEWLETT
P] PACKARD
NEELY SALES REGION • 1421 South Manhattan Avenue, P. O. Box 4230, Fullerton, California 92631 -5221
Telephone (714) 999 -6700
October 27, 1987
City of Newport Beach
3300 Newport Blvd.
Newport Beach, CA 92663
RE: Hewlett- Packard Lease #4124- 05897, Amendment #1
ATTN: Ted Kramp
We have made the following changes on the above referenced lease. Please sign
below signifying your acceptance of this change.
DELETE: ITEM ITEM EXT.
QTY MODEL DESCRIPTION LIST DISC NET NET
1 30248A RJE Remote Job Entry -0- 24% -0- -0-
1 OPT 310 For S/37 Micro 3000 1,500.00 24% 1,140.00 1,140.00
1 30251A BSC Link -0- 24% -0- -0-
1 OPT 110 For S/37 Micro 3000 3,800.00 24% 2,888.00 2,888.00
TOTAL: 4,028.00
ADD: ITEM ITEM EXT.
QTY MODEL DESCRIPTION LIST DISC NET NET
1 40290A ATP For 3000S/37 3,670.00 24% 2,789.20 2,789.20
1 OPT 125 RS232 Modem Ports -0- 24% -0- -0-
8 68333E AdvanceLink S/W 325.00 33% 217.75 1,742.00
TOTAL: 4,531.20
Net Price - Hardware: FROM: 394,350.05 TO: 394,251.25
Net Price - Software: 157,546.20 158,148.20
Net Price - Equipment: 551,896.25 552,399.45
Other Costs: 33,113.78 33,143.97
Amount to Finance: 585,010.03 585,543.42
Monthly Payment: 9,061.81 9,070.07
Total Interest: 176,181.62 176,342.25
All other terms and conditions remain the a you ha _ve any ques 'ons,
please call Barbara Birmingham at (714) 7 8 -5823. If,
LESSOR�EWI.ETJ- PACK4RD COMPANY, LESSEE; ..0 Y F NEWPORT B
3M
NAME: Joan Degani
TITLE: Region Sales Fin. Spvsr.
DATE: /Z�� 1F1::7
NAME:
TITLE: Finance Director
DATE: / d 8
Addendum "A"
- to -
I h HEWLETT
fL
P PACKARD
The following additional provisions are hereby incorporated in and made a part
of the above referenced agreement:
1. OWNERSHIP /USE OF EQUIPMENT. Unless otherwise specifically acknowledged
and agreed to by Hewlett- Packard, Customer hereby represents and warrants
that it is and will remain the exclusive owner, user and operator of the
equipment covered under this agreement.
2. FORM 8038 -G FILING REQUIREMENTS. Customer hereby acknowledges and agrees
that:
(a) Pursuant to the requirements of Section 149 (e) of the "Internal
Revenue Code of 1986 ", Customer is responsible for preparing,
executing and timely filing an "Information Return for Tax - Exempt
Governmental Bond Issues" (I.R.S. Form #8038 -G) in connection with
this transaction.
(b) Customer will provide Hewlett- Packard with a copy of the Form
8038 -G on or before 45 days following the end of the calendar
quarter in which this transaction was funded.
(c) Should Customer fail to properly and timely file a Form 8038 -G
and to provide Hewlett - Packard with a copy of the same as
provided for above, Customer's monthly payment shall be increased
from $ 9,070.07 per month to $ 9,796.14 per month, retroactive
to the original Rent Commencement Date under the above agreement.
(d) Hewlett- Packard will, on a best efforts basis, assist Customer
in the preparation and filing of any form 8038 -G required hereunder.
3. If the agreement referenced above is an Installment Sale Agreement then, as
used herein, the term "Hewlett- Packard" shall mean and include the term
"Seller" and the term "Customer" shall mean an ,include the term "Buyer ".
If the agreement referenced above is a Lease �ree" —tt' i term
"Hewlett- Packard" shall mean and include t to "Lessor ", and t term
"Customer" shall mean and include the ter "Lk see
HEWLETT COMPANY CUS, )�!( Citv of,New e ch
NAME /TITLE: Joan Degani �� NAME /TI LE: r e P,
Region Sales F"n. Spvs finance
DATE: jz��f�$ % DATE: 12/21/87
CITY*OF NEWPORT B?ACH
OFFICE OF THE CITY CLERK
P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915
(714) 644 -3005
TO: FINANCE DIRECTOR
FROM: CITY CLERK
DATE: October 30, 1987
SUBJECT: Contract No. C- 2669(A)
Description of Contract Modification of Lease Purchase of Geobase
System Hardware and Financing of Software
Effective date of Contract October 30, 1987
Authorized by Minute Action, approved on October 26, 1987
Contract with Hewlett - Packard Company
Address
Amount of Contract (See Agreement)
"Xwla' 4f -
Wanda E. Raggio
City Clerk
WER:pm
Attachment
3300 Newport Boulevard, Newport Beach
MEMORANDUM
OFFICE OF THE CITY ATTORNEY
October 26, 1987
TO: Mayor and Members of the City Council
COUNCIL AGENDA
NO, F -3(c)
FROM:
Carol A. Korade,
Assistant
City
Attorney
RE:
Modification of
Agreement
with
Hewlett - Packard Company
On September 28, 1987, the City Council authorized the
execution of a Lease with Hewlett - Packard Company for providing
equipment and services for the City -wide geographic information
processing system. The attached Modification of Lease is
necessary because one of the vendors, Infocomp Software, is no
longer in business. The Modification substitutes Sierra Computer
Systems, Inc. for Infocomp Software.
Recommendation: It is respectfully recommended that the
Mayor be authorized to execute the attached Modification of
Lease.
oa'j 6L
Carol A. Korade
Assistant City Attorney
CAK /mlh
BY THE CITY COUACIi
CITY OF NEWPORT BEACH
MARK MARTIN OCT n 6 1987
CONTRACTS & SALES FINANCE REPRESENTHINE L
Measurements and Computation APPROVED
IhP� HEWLETT
ll PACKARD
1421 South Manhattan Avenue, Fullerton, California 92631
Telephone 714 758 5648
MODIFICATION OF LEASE
NUMBER 26 69 (14)
This Modification of the Lease Number 2669, entered into
this sl�_� day of October, 1987, by and between the CITY OF
NEWPORT BEACH, a municipal corporation (hereinafter "City ") and
Hewlett - Packard Company (hereinafter "Consultant"), is made with
reference to the following:
RECITALS:
A. On September 28, 1987, Lease Number 2669, was
entered into by and between City and Contractor (hereinafter
"Lease") .
B. City and Consultant desire to modify the Lease on
the terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the
undersigned parties as follows:
1. Section B of Equipment Schedule of the Lease is
modified to read as follows:
Section B:
Delta Systems Software $112,600.00
Sierra Computer Systems, Inc. 35,450.00
Skantek Products 165,335.00
2. All references to "Infocomp Software" shall be
deleted and replaced with "Sierra Computer Systems, Inc."
3. Except as expressly modified herein, all other
terms and covenants set forth in the Lease shall remain the same
and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Modification of Lease to be executed on the day and year first
above written.
PROVED AS TO FORM:
CITY ATTORNEY
ATTEST: f� �y
C_ kCL�%I k u-4ez ,,
City Clerk (Assistant)
CITY OF NEWPORT BEACH,
CONSULTANT
HEWLETT - PACKARD COMPANY
CITY0OF NEWPORT BEACH
OFFICE OF THE CITY CLERK
P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915
(714) 644 -3005
TO: 1:INANCE DIRECTOR
FROM: CITY CLERK
DATE: October 12, 1987
SUBJECT: Contract No. C -2669
c�jyL /LrvC {�
1,� -12 d,
Description of Contract Lease Purchase of Geobase System
Hardware and Financing of Software
Effective date of Contract October 9, 1987
Authorized by Minute Action, approved on
Contract with Hewlett- Packard COmDar
Address
Amount of Contract (See Agreement)
"s4e
Wanda E. Raggio
City Clerk
WER:pm
Attachment
tember 28, 1987
3300 Newport Boulevard, Newport Beach
0 •
Date: September 11, 1987
To: City Council
From: George Pappas, Finance Director
Subj: Lease Purchase of Geobase System Hardware
and Financing of Software
COUNCIL AGENDA
N0._ F -3 (b)
BY THE CITY COUNCIL
CITY OF NEWPORT BEACH
s E P 2 8 1967
APPROVED
-2- 667
The City -wide Geobase information system will combine in a
readily accessible format the various records, files, plans
(advanced, current, and past), building permits, encroachment
permits, atlases, business licenses, utility locations, and other
relevant data that are needed and used on a regular basis by the
Building, Planning, Fire, Finance, Public Works, Parks, and
Utilities departments.
The heart of this system is a Hewlett- Packard 9000 computer and
Deltasystems' software package, which is capable of processing
and storing both textual and graphic data. The City's land use
data, such as parcel boundaries, street locations, utility data,
and other physical attributes will be input using a number of
peripheral hardware devices, including keyboard, digitizer, and
scanner. These devices will remain as part of the system to
assist in the maintenance and modification of the database as it
is required.
The staff recommends the City Council to authorize the Mayor and
City Clerk to execute a lease purchase agreement with Hewlett -
Packard Company for the acquisition of the computer hardware and
the financing of Deltasystems' software package in the amount of
$10,398.05 monthly. Funds have been appropriated in the 1987-
1988 budget.
(hpaprvl.mem)
HTWL`!TT- PACKA RD
LEASE WITH OPTION TO PURCHASE EQUIPMENT SCHEDULE & PAYMENT AGREEMENT
LESSOR: HEWLETT- PACKARD COMPANY
Finance and Remarketing Division
972 East Arques, 70FA
Sunnyvale, CA 94086
LESSOR TAX I.D. #: 94- 1081436
Lease Agreement #
Ref: Master Lease Agreement #
LESSEE: City of Newport Beach _
(Pon Legal Name of lessee)
3300 Newport Blvd.
Newport Beach Orange CA 92658
- - -- -
(Cliv) ���- (ooumq (state) IZOI
Ted Kramp
—.. --
(COntacl Name and Phone Number)
EQUIPMENT LOCATION, IF OTHER THAN ADDRESS OF LESSEE:
Street
City
County
State Zip
Exhibits:
The following Exhibits checked below are Incorporated herein and by this reference made a pan of this Agreement:
Master Lease Agreement #
Purchase Discount Agreement #
C
HP Product Warranty, Form # REF: G1921 Rev.
CJ HP Software Terms, Form # R F_�G19211 . Rev.
[•
The following Exhibits checked below are attached hereto and made a pad of this Agreement:
R3 Early Buyout Schedule dated
0
® HP State and Local Government Rider Form # FRDLBIDER-Aly. _12/86 ix Addi ri ona 1 Tprmg
Terms and Conditions:
1. Non - Cancellable Agreement: THIS AGREEMENT CANNOT BE CANCELLED
OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN.
2. Term: The term of this Schedule and Agreement for each item of Equipment
covered hereunder shall commence upon the date Lessor executes the same
and shall expire 84 months following the "Rent Commencement Date"
as defined in paragraph 2 of the above - referenced Master Agreement, or on
the expiration of any applicable renewal period. However, if Lessee has
executed this Schedule and Agreement and the Equipment ordered has been
delivered prior to Lessor's execution thereof, the term of this Schedule and
Agreement shall be effective on the date of execution by Lessee.
3. Rent: As rent for the Equipment leased hereunder throughout the term
hereQf,'LOesge �qi as to pay Lessor, its successgrs or assigns the sum of
$ ``11 11 r�55 per month, OXpp9(* of applicable use taxes.
Rent shall begin to accrue upon delivery and acceptance of the Equipment
a defin d in the above referenced Master Lease Agreement.
inclusive
4. Amount Financed: The total amount financed under this Equipment Schedule
and Payrp t Agter nj, after deducting all applicable credits and discounts
is $ 7ZZ33 ��ii �� VU..55 .
5. Purchase, Renewal, Return Options: Provided that no event of default has
occurred or Is continuing to occur at the end of the Initial non - cancellable lease
term, Lessee shall have the option to exercise the following options by pro -
viding Lessor with sixty (60) days prior written notice of its intention to
(i) purchase all or some of the Equipment covered by this Agreement for:
(CHECK ONE)
11 ten percent (10%) of the:
CNet Price of Equipment to be Purchased x Amount to ; OR
Total Net Price of Equipment Finance
C the then Fair Market Value of each item of Equipment to be pur-
chased; OR
GG' One Dollar ($1.00) for all items of Equipment (available only for
State and Local Government Leases or with special approval);
plus any accrued late charges and taxes applicable to the transfer of
of this Equipment;
(li) renew all or some of the Equipment covered by this Agreement on a
month -to -month basis for the:
CNet Price of Equipment to be Renewed
x
rOriginal Monthly
Total Net Price of Equipment
Payment
for a six (6) month period after which time title to the Equipment shall pass
to Lessee;
0
(iii) return in accordance with the above referenced Master Lease Agreement
any Equipment covered by this Schedule and Agreement that N not pur-
chased or renewed.
If Lessee fails to notify Lessor of its intentions sixty (60) days prior to the expira-
tion of this Agreement and Schedule, it is agreed that Lessee shall renew all of
the Equipment covered hereunder in accordance with option (ii) above.
During the renewal period, Lessee may return all or some of the Equipment in
accordance with the above referenced Master Lease Agreement or purchase all
or some of the Equipment covered hereunder for the price computed in accor-
dance with option (i) above or the Fair Market Value, whichever is less, by pro-
viding Lessor with sixty (60) days prior written notice.
IF LESSEE EXERCISES ITS OPTION TO PURCHASE THE EQUIPMENT, IT IS
SOLD IN ITS THEN "AS IS" CONDITION AT ITS LOCATION WHEN THE OPTION
IS EXERCISED.
6. Early Buyout Option: At its option beginning with the thirteenth (131h) month
following the Rent Commencement Date, Lessee may purchase all of the Equip-
ment in its then "as is" condition at its location when the option is exercised.
The purchase price shall be determined from the above- referenced Early Buyout
Schedule.
Equipment Schedule:
Qty. Model Description
SECTION A:
As per items 1 through 44, inclusive with
attached copy of Hewlett- Packard Quotation
consisting of 18 pages, which indicates a
items 1 through 10, inclusive on attached
Number 2403- B3774, dated June 8, 1987, con
net equipment cost of $41,508.20. This le
support services
SECTION B:
Deltasystems Software $112,600.00
* Infocomp Software 35,450.00
Skantek Products 165,335.00
*Or Building Permit Tracking System
vendor selected by the City.
Initial
Initial
Total Interest Charged: $176,181.62
•
Equipment Upgrade/Add-On: At its option but subject to Lessor's prior writ-
ten consent, Lessee may lease additional equipment and /or upgraded equip-
ment for those items covered under this Schedule and Agreement on a then
currently marketed Lessor upgrade program. Such additional or upgraded
equipment shall be scheduled on a new Equipment Schedule and Payment
Agreement.
8. Upgrade Credit: If this Equipment Schedule and Payment Agreement reflects
an upgrade credit for equipment to be returned by Buyer to Seller, Buyer agrees
to return such equipment to Seller within thirty (30) days of delivery and accept-
ance of the new Equipment acquired hereunder.
9. Financing Statement: LESSEE HEREBY NOMINATES AND APPOINTS
LESSOR AS ITS ATTORNEY -IN -FACT FOR THE PURPOSE OF EXECUTING
ON ITS BEHALF FINANCING STATEMENTS (AND ANY APPROPRIATE
AMENDMENTS THERETO) UNDER THE PROVISIONS OF THE UNIFORM
COMMERCIAL CODE, FOR PROTECTIVE PURPOSES, RELATIVE TO THIS
AGREEMENT AND THE EQUIPMENT RENTED HEREUNDER.
Item Item Extended
List Item Net Net
Price (Discount) Price Price
the exception of items 37 through 40, on
Number 2403- A4135, dated July 29, 1987,
net equipment cost of $197,003.05. And
copy of Hewlett- Packard Quotation
sisting of 9 pages, which indicates a
ase does not include maintenance and/or
NET PRICE — HARDWARE
NET PRICE — SOFTWARE 157,546.20
TOTAL NET PRICE — EQUIPMENT 551,896.25
OTHER COSTS (tax) 3"3,110 -78
LESS: DOWN PAYMENT /CREDITS —n—
AMOUNT TO FINANCE 685,010 -03
By execution hereof, the signer hereby certifies that he /she has read this Agreement and the attached Exhibits and that he /she is duly authorized to execute this
Agreement on behalf of Lessee.
LESSOR: HEWLETT- P9.Q)(ARD COMPANY LESSEE:
mm�onxed s�sn,ime
NAME/rITLE: Timothy J. Gore /Area Busihess T o ox T, M t
DATE: September 4, 1987 k
ATTEST: ' i H +.+ r S TO FORM:
i.l
lh/J PACKARO City Clerk r c� ORNE
�LtFpP
HEWLETT PACKA RD
LEASE WITH OPTION TO PURCHASE EQUIPMENT SCHEDULE & PAYMENT AGREEMENT
LESSOR: HEWLETT- PACKARD COMPANY
Finance and Remarketing Division
972 East Arques, 70FA
Sunnyvale, CA 94086
LESSOR TAX I.D. #: 94- 1081436
LESSEE:
3300 Newport Blvd.
Newport Beach Orange
(coy) (county)
Ted Kramp
bonteet Name and Phone Numpet)
EQUIPMENT LOCATION, IF OTHER THAN ADDRESS OF LESSEE'.
Street
City
County
Lease Agreement #
Ref: Master Lease Agreement #
Legal Name of lessee)
State Zip
Exhibits:
The following Exhibits checked below are incorporated herein and by this reference made a pad of this Agreement:
C Master Lease Agreement #
(X Purchase Discount Agreement #
IN
92658
(Zme
❑ HP Product Warranty, Form # RFF - A 192 1 , Rev. _
❑ HP Software Terms, Form # RF F _ G1921 . Rev.
rI
The following Exhibits checked below are attached hereto and made a pad of this Agreement:
IN Early Buyout Schedule dated 7 -1 -87 a( Addendum "A"
(11 HP State and Local Government Rider Form rFR1ZR1DER -Aev. 12/86 CX Additional Terms
Terms and Conditions:
1. Non - Cancellable Agreement: THIS AGREEMENT CANNOT BE CANCELLED
OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN.
2. Term: The term of this Schedule and Agreement for each item of Equipment
covered hereunder shall commence upon the date Lessor executes the same
and shall expire _84 months following the "Rent Commencement Date"
as defined in paragraph 2 of the above - referenced Master Agreement, or on
the expiration of any applicable renewal period. However, It Lessee has
executed this Schedule and Agreement and the Equipment ordered has been
delivered prior to Lessor's execution thereof, the term of this Schedule and
Agreement shall be effective on the date of execution by Lessee.
3. Rent: As rent for the Equipment leased hereunder throughout the term
hereof, Lessee agrees to pay Lessor, its successors or assigns the sum of
$ 1 a.I ri- 24 per month,)t(q( k9(of applicable use taxes.
Rent shall begin to accrue upon delivery and acceptance of the Equipment
as defined in the above referenced Master Lease Agreement.
*inclusive
4. Amount Financed: The total amount financed under this Equipment Schedule
and Payment Agreement, after deducting all applicable credits and discounts
is$ �6, 64 2
5. Purchase, Renewal, Return Options: Provided that no event of default has
occurred or is cbrltinuing to occur at the end of the initial non - cancellable lease
term, Lessee shall have the option to exercise the following options by pro-
viding Lessor with sixty (60) days prior written notice of its intention to:
(i) purchase all or some of the Equipment covered by this Agreement for:
(CHECK ONE)
❑ ten percent (10 %) of the:
Net Price of Equipment to be Purchased
x
Amount to
Finance
OR
Total Net Price of Equipment
❑ the then Fair Market Value of each item of Equipment to be pur-
chased; OR
W One Dollar ($1.00) for all items of Equipment (available only for
State and Local Government Leases or with special approval);
plus any accrued late charges and taxes applicable to the transfer of
of this Equipment;
renew all or some of the Equipment covered by this Agreement on a
month -to -month basis for the
Price of Equipment to be Renewed
x
Original Monthly
CNet
Total Net Price of Equipment
Payment
for a six (6) month period after which time title to the Equipment shall pass
to Lessee;
L
(iii) return in accordance with the above referenced Master Lease Agreement
any Equipment covered by this Schedule and Agreement that is not pur-
chased or renewed.
If Lessee fails to notify Lessor of its intentions sixty (60) days prior to the expira-
tion of this Agreement and Schedule, it is agreed that Lessee shall renew all of
the Equipment covered hereunder in accordance with option (ii) above.
During the renewal period, Lessee may return all or some of the Equipment in
accordance with the above referenced Master Lease Agreement or purchase all
or some of the Equipment covered hereunder for the price computed in accor-
dance with option (i) above or the Fair Market Value, whichever is less, by pro-
viding Lessor with sixty (60) days prior written notice.
IF LESSEE EXERCISES ITS OPTION TO PURCHASE THE EQUIPMENT, IT IS
SOLD IN ITS THEN "AS IS" CONDITION AT ITS LOCATION WHEN THE OPTION
IS EXERCISED.
6. Early Buyout Option: At its option beginning with the thirteenth (13th) month
following the Rent Commencement Date, Lessee may purchase all of the Equip-
ment in its then "as is" condition at its location when the option is exercised.
The purchase price shall be determined from the above - referenced Early Buyout
Schedule.
Equipment Schedule:
Oty. Model Description
SECTION B:
Holguin Software $81,382.00
Total Interest Charged: $25,979.24
r1
u
Equipment Upgrade /Add -On: At its option but subject to Lessor's prior writ-
ten consent, Lessee may lease additional equipment and /or upgraded equip-
ment for those items covered under this Schedule and Agreement on a then
currently marketed Lessor upgrade program. Such additional or upgraded
equipment shall be scheduled on a new Equipment Schedule and Payment
Agreement.
S. Upgrade Credit: It this Equipment Schedule and Payment Agreement reflects
an upgrade credit for equipment to be returned by Buyer to Seller, Buyer agrees
to return such equipment to Seller within thirty (30) days of delivery and accept-
ance of the new Equipment acquired hereunder.
9. Financing Statement: LESSEE HEREBY NOMINATES AND APPOINTS
LESSOR AS ITS ATTORNEY -IN -FACT FOR THE PURPOSE OF EXECUTING
ON ITS BEHALF FINANCING STATEMENTS (AND ANY APPROPRIATE
AMENDMENTS THERETO) UNDER THE PROVISIONS OF THE UNIFORM
COMMERCIAL CODE, FOR PROTECTIVE PURPOSES, RELATIVE TO THIS
AGREEMENT AND THE EQUIPMENT RENTED HEREUNDER.
Item Item Extended
List Item Net Net
Price (Discount) Price Price
NET PRICE — HARDWARE -'I-
NET PRICE — SOFTWARE 91,- 3.82 -00
TOTAL NET PRICE — EQUIPMENT R 1 , 182 - 00
OTHER COSTS (tax) 4.,882. 92
LESS: DOWN PAYMENT /CREDITS —n—
AMOUNT TO FINANCE 86, 264 - 92
By execution hereof, the signer hereby certifies that he/she has read this Agreement and the attached Exhibits and that he /she is duly authorized to execute this
Agreement on behalf of Lessee.
LESSOR: HEWLETT -P 1 COMPANY
BY: d •-jG- 2 'jZJI
rm aed gndmm
hor ai
NAMErrITi Timothy J. Gore /Area Business Manager
DATE; September 4, 1987
ATTEST:
J[hYJ HEWLETT City Clerk
PACKARD
LESSEE:
BY:
DATE: r
APPROVED ASrTO FORM
Addendum "A"
- to -
[h)3 HEWLETT STATE /LOCAL GOVERNMENT RIDER
PACKARD
AGREEMENT NUMBER: 4124-
The following additional provisions are hereby incorporated in and made a part
of the above referenced agreement:
1. OWNERSHIP /USE OF EQUIPMENT. Unless otherwise specifically acknowledged
and agreed to by Hewlett- Packard, Customer hereby represents and warrants
that it is and will remain the exclusive owner, user and operator of the
equipment covered under this agreement.
2. FORM 8038 -G FILING REQUIREMENTS. Customer hereby acknowledges and agrees
that:
(a) Pursuant to the requirements of Section 149 (e) of the "Internal
Revenue Code of 1986 ", Customer is responsible for preparing,
executing and timely filing an "Information Return for Tax - Exempt
Governmental Bond Issues" (I.R.S. Form #8038 -G) in connection with
this transaction.
(b) Customer will provide Hewlett- Packard with a copy of the Form
8038 -G on or before 45 days following the end of the calendar
quarter in which this transaction was funded.
(c) Should Customer fail to properly and timely file a Form 8038 -G
and to provide Hewlett- Packard with a copy of the same as
provided for above, Customer's monthly payment shall be increased
from $ 9,061.81 per month to $ 9,787.22 per month, retroactive
to the original Rent Commencement Date under the above agreement.
(d) Hewlett- Packard will, on a best efforts basis, assist Customer
in the preparation and filing of any form 8038 -G required hereunder.
3. If the agreement referenced above is an Installment Sale Agreement then, as
used herein, the term "Hewlett- Packard" shall mean and include the term
"Seller" and the term "Customer" shall mean and include the term "Buyer ".
If the agreement referenced above is a Lease Agreement, then the term
"Hewlett- Packard" shall mean and include the term "Lessor ", and the term
"Customer" shall mean and include the term "Lessee ".
HEWLETT - PACKARD PANY CUST
BY:
NAME /TITLE: JaxaaxA j=ic
Rec Jcnx5a:kacscxRi Rxx8pxsx.
Timothy J. Gore
Area Business Manager
DATE: September 4, 1987
ATTEST-
(67
City Clerk e'll 411
NAACTIAE: John C. Vx, Je. /Mayor
Addentoom - "A°
Ch HEWLETT STATE /LOCAL GOVERNMENT RIDER
P] PACKARD
AGREEMENT NUMBER: 4124-
The following additional provisions are hereby incorporated in and made a part
of the above referenced agreement:
1. OWNERSHIP /USE OF EQUIPMENT. Unless otherwise specifically acknowledged
and agreed to by Hewlett - Packard, Customer hereby represents and warrants
that it is and will remain the exclusive owner, user and operator of the
equipment covered under this agreement.
2. FORM 8038 -G FILING REQUIREMENTS. Customer hereby acknowledges and agrees
that:
(a) Pursuant to the requirements of Section 149 (e) of the "Internal
Revenue Code of 1986 ", Customer is responsible for preparing,
executing and timely filing an "Information Return for Tax - Exempt
Governmental Bond Issues" (I.R.S. Form #8038 -G) in connection with
this transaction.
(b) Customer will provide Hewlett - Packard with a copy of the Form
8038 -G on or before 45 days following the end of the calendar
quarter in which this transaction was funded.
(c) Should Customer fail to properly and timely file a Form 8038 -G
and to provide Hewlett- Packard with a copy of the same as
provided for above, Customer's monthly payment shall be increased
from $ 1,336.24 per month to $ 1,443.21 per month, retroactive
to the original Rent Commencement Date under the above agreement.
(d) Hewlett - Packard will, on a best efforts basis, assist Customer
in the preparation and filing of any form 8038 -G required hereunder.
3. If the agreement referenced above is an Installment Sale Agreement then, as
used herein, the term "Hewlett- Packard" shall mean and include the term
"Seller" and the term "Customer" shall mean and include the term "Buyer ".
If the agreement referenced above is a Lease Agreement, then the term
"Hewlett- Packard" shall mean and include the term "Lessor ", and the term
"Customer" shall mean and include the term "Lessee ".
HEWLETT-PACKARD CSIMPANY CUSTOM1
B BY:
NAME /TITLE: )d ;vzzxDje9axpd
1ter�i xnroc �d:amc:6mr►cx:6peisox.
Timothy J. Gore
Area Business Manager
DATE: _September 4. 1987
ATTEST,,:
City Clerk
DA
IDLE: John C. Cox,^`Jr.Mayor
TOiFbRM
H
LEASE AGREEMENT
Master Lease Agreement #
Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, subject to the following terms of this Master Agreement (the "Agreement "),
the personal property together with all attachments, replacements, parts, substitutions, additions, repairs, right to use software licenses, and accessories incorporated
therein andfor affixed thereto (the "Equipment ") described in any Equipment Schedules executed by the parties hereto pursuant to this Agreement.
1. Non - Canceffable
THE TERM OF ANY EQUIPMENT SCHEDULE ENTERED INTO PURSUANT
TO THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR ON THE EQUIPMENT
SCHEDULE.
2. Rent
Lessee shall pay to Lessor as Rent for the use of the Equipment during the
initial and any renewal terms of any Equipment Schedule entered into
hereunder, the Rental or renewal Rental payment amount specified on the
applicable Equipment Schedule. Rent shall begin to accrue upon delivery and
acceptance of the Equipment ( "Rent Commencement Date "). To the extent
permitted by applicable law, any Rental or other payment which remains over-
due for more than ten (10) days shall be subject to a late charge equal to
one and one -halt percent (11/ %) per month of the amount past due. All rents
shall be paid to Lessor at its address set forth on the applicable Equipment
Schedule or as otherwise directed by Lessor in writing. Rent shall accrue
whether or not Lessee has received any notice that such payment is due.
& Disclaimer of Damages
THE REMEDIES PROVIDED HEREIN ARE LESSEE'S SOLE AND
EXCLUSIVE REMEDIES. IN NO EVENT SHALL LESSOR BE LIABLE FOR
DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CON-
TRACT, TORT OR ANY OTHER LEGAL THEORY.
The foregoing limitation of liability shall not apply in the event that any Lessor
product rented or sold hereunder is determined by a court of competent
jurisdiction to be detective and to have directly caused bodily injury, death
or property damage; provided, that in no event shall Lessor's liability for pro-
perty damage exceed the greater of $50,000 or the purchase price of the
specific product that caused such damage.
9. Copyrighted Material
Unless otherwise stated in writing by Lessor, Lessor copyrighted material (soft-
ware and printed documentation) may not be copied except for archival pur-
poses, to replace a defective copy or lot program error verification. If Lessor's
software is provided with Equipment, then Lessor's standard software terms
shall apply and said terms shall be incorporated herein by reference.
3. Term
The term of each Equipment Schedule entered into hereunder shall be effec-
tive on the day of execution by Lessor and shall expire as set forth in said 10.
Equipment Schedule; provided, however, if Lessee has executed an Equip-
ment Schedule and the Equipment ordered has been delivered prior to
Lessor's execution thereof, the term of that Equipment Schedule shall be
effective on the date of execution by Lessee.
The term of this Agreement shall be effective as of the date of execution by
both parties and shall remain in effect so long as any Equipment Schedule
referencing the terms of this Agreement shall be in effect.
4. Acceptance of Equipment
Acceptance shall be accomplished by using applicable test procedures or pro-
grams established by Lessor. If installation by Lessor is not included in the
Rent, acceptance shall be at the time of completion of final tests at Lessor's
plant. If Installation by Lessor is included in the purchase price, acceptance
shall occur at the installation site when Lessor demonstrates that the applicable
diagnostic or verification programs work properly. It installation is scheduled
or delayed by Lessee more than thirty (30) days after delivery, Lessee shall
be deemed to have accepted the Equipment on the thirty -first (31st) day from
the date of shipment.
5. Return of Equipment to Lessor
Upon expiration, of the term of any Equipment Schedule referencing this Agree-
ment (or any renewal thereof), Lessee, at its own risk and expense, shall have
the Equipment packed for shipment in accordance with manufacturer's
specifications and shall immediately return the Equipment to Lessor in the
same condition as when delivered, ordinary wear and tear excepted, freight
prepaid to Lessor's nearest equipment remarketing facility within the conti-
nental United States.
End of Term Options
Provided that no event of default is occuring upon expiration of the term of
any Equipment Schedule hereunder, Lessee shall have the right to exercise
one of the options to purchase or renew set forth in said Equipment Schedule.
If Lessee notifies Lessor of its intention to return the Equipment upon expira-
tion of the initial or any renewal term of any Equipment Schedule, Lessee
shall remain responsible to pay Rent, and Rent shall continue to accrue, until
the Equipment being returned is received at Lessor's facility a$ described in
paragraph 5 above.
Warranty
Lessee shall have the benefit of applicable manufacturer's warranties cover-
ing the Equipment which are normally furnished to purchasers of identical
equipment manufactured by Lessor. THE WARRANTY REFERRED TO
ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY WHETHER WRITTEN
OR ORAL IS EXPRESSED OR IMPLIED. LESSOR SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Identification; Personal Property
Provided Lessee complies with and fulfills all of the terms and conditions of
this Agreement and the applicable Equipment Schedule, Lessee shall have
the right to maintain possession of and use the Equipment for the full term
of the applicable Equipment Schedule. No other right, title or Interest shall
pass to Lessee. Lessor (at its own expense) may require plates or markings
to be affixed to or placed on the Equipment indicating that Lessor is the owner.
Lessor and Lessee hereby confirm their intent that the Equipment shall always
remain and be deemed personal property even though said Equipment may
hereafter become attached or affixed to real property.
11. Compliance With Laws; Taxes
Lessee agrees to comply with all laws, regulations, and orders, relating to
this Agreement and any Equipment Schedule entered into hereunder. Lessee
also agrees to pay to Lessor when due, all license fees, assessments and
sales, use, excise and other taxes, except for taxes based on Lessor's income,
now or hereafter imposed by any governmental body or agency upon the
Equipment, or the possession, operation or use thereof.
12. Indemnity
Lessee shall assume the risk of liability arising from or pertaining to the posses-
sion, operation, or use of the Equipment except to the extent such injuries
are attributable to Lessor's negligence, and Lessee does hereby agree to
indemnify, hold Lessor safe and harmless from and against, and convenants
to defend Lessor against any and all claims, costs, expenses, damages, and
liabilities arising therefrom. The indemnities contained in this paragraph shall
survive the termination of this Agreement and any Equipment Schedule
executed hereunder.
13. Repairs
Lessee, at its own cost and expense, shall keep the Equipment in good repair,
condition and working order and shall furnish all required parts, mechanisms,
devices and servicing. Such parts, mechanisms and devices shall immediately
become the property of Lessor and part of the Equipment for all purposes
hereunder.
14. Site Preparation and Installation
Lessee, at its expense, shall make all necessary site preparations for the in-
stallation of the Equipment, as provided in any applicable site preparation
manual for the Equipment, including, by way of illustration and not by limita.
tion, provisions for power supply and suitable protection from the elements.
Standard installation fees, if any, for the original installation of the Equipment
are included in the Rent. Any and all costs associated with removing or
relocating the Equipment shall be borne by Lessee.
7.
15. Use; Removal; Assignment By Lessee
Lessee will cause the Equipment to be operated in accordance with any
applicable manufacturer's manuals or instructions, by competent and duly
qualified personnel only, in accordance with applicable Governmental regula-
tions, if any, and for business, medical, scientific, or educational purposes
only. Lessee agrees not to sell, assign, sublet, pledge, hypothecate or other-
wise encumber or suffer a lien upon or against any interest in this Agreement,
any applicable Equipment Schedule, or the Equipment, or to alter or remove
the Equipment from its place of installation without Lessor's prior written con-
sent, which consent shall not be unreasonably withheld.
16. Assignment By Lessor
Lessee acknowledges that Lessor may sell and /or assign Its interest in the
Equipment, this Agreement or any applicable Equipment Schedule hereunder
to Lessor's wholly owned subsidiary, Hewlett- Packard Finance Company.
17. Loss or Damage
Lessee shall bear the entire risk of loss and damage to the Equipment from
any cause whatsoever from the date the Equipment is delivered to Lessee
until it is returned to Lessor's location as provided for in paragraph 5 above.
Lessee shall promptly notify Lessor of any loss or damage and no loss or
damage shall relieve Lessee of the obligation to pay Rent or any other obliga-
tion under this Agreement or any applicable Equipment Schedule hereunder.
In the event of loss or damage Lessee, at Lessor's option, shall either place
the Equipment in good condition and repair or pay Lessor the buyout option
price provided for in the applicable Equipment Schedule.
18. Insurance
Lessee shall obtain and maintain liability insurance and insurance against
loss or damage to the Equipment including, without limitation, loss by fire
(including "Extended Coverage "), theft and such other risks of loss as are
customarily insured against on the type of Equipment, in such amounts, in
such form and with such insurers as may by reasonable. Upon request, Lessee
shall furnish to Lessor a Certificate of Insurance or other evidence to Lessor
that such insurance coverage Is in effect. Lessor's statement of self- insurance
will satisfy the requirements of this paragraph.
19. Events of Default; Remedies
In the event Lessee fails to make payment of any Rental or other charges
due hereunder for a period of ten (10) days from the date due, or in the event
of any other breach of the terms and conditions of this Agreement, any Equip.
ment Schedule entered into hereunder, or any other Agreement between the
parties hereto, or if any credit or other information submitted by Lessee to
Lessor is false or misleading in any material respect or in the event of an act
of insolvency or bankruptcy by or against Lessee, Lessor may, at its option,
do any one or more of the following: (I) declare all sums due and to become
due under this Agreement and the applicable Equipment Schedule
immediately due and payable; (ii) enter upon the premises where the Equip-
ment is located and take immediate possession of and remove the same; (iii)
sell any or all of the Equipment at public or private sale or otherwise dispose
of, hold, use or lease to others said Equipment or; (iv) exercise any other right
or remedy which may be available to Lessor under applicable law, including
the right to recover damages for the breach hereof. No remedy referred to
herein is intended to be exclusive but each should be cumulative and in addi-
tion to any of the remedies referred to above or otherwise available to Lessor
at law or in equity. No express or implied waiver by Lessor of any default should
constitute a waiver of any other default by Lessee or a waiver of any of Lessor's
rights. If any action is brought by either party to enforce this Agreement or
any Equipment Schedule entered into hereunder or to protect its interest in
the Equipment, the losing parry agrees to pay the costs thereof Including
reasonable attorney's fees and other costs of collection.
20. Patents
Lessor shall, except as otherwise provided below, defend or settle any claim
made or any suit or proceeding brought against Lessee so far as it is based
on an allegation that any Equipment furnished under this Agreement, or any
Equipment Schedule entered into hereunder, infringes a patent of the United
States if notified promptly in writing and given information, assistance and
the sole authority to defend or settle same (at Lessor's expense) and Lessor
shall pay all damages and costs finally awarded therein against Lessee. In
case said Equipment is in such suit held to infringe and the use of said Equip-
ment is enjoined or, in the case of a settlement as referred to above, Lessor
shall have the option, as its own expense, to procure for the Lessee the right
to continue using said Equipment; or replace same with non - infringing Equip-
ment; or modify same so it becomes non - infringing; or terminate the applicable
Equipment Schedule and require the return of said Equipment, all without
liability of Lessee and Lessor to one another; or it a purchase option has been
exercised, grant Lessee a credit for any monies paid, less a reasonable
amount for use of the Equipment, and accept return of the same. Lessor shall
have no liability for any infringement of patents or trademarks resulting from
compliance with Lessee's designs, specifications or instructions, modifica-
tions of said Equipment, use of said Equipment other than as specified in rele.
vant Lessor publications, or use of said Equipment with equipment not sup-
plied by Lessor. The foregoing states the entire liability of Lessor for patent
infringement by said Equipment.
21. Governing Law
This Agreement and any Equipment Schedule entered into hereunder shall
be governed by and construed in accordance with the laws of the state of
California. Nothing herein shall be deemed to preclude or prevent Lessor from
bringing any action or claim to enforce the provisions of this Agreement or
any Equipment Schedule entered into hereunder in any appropriate state or
forum.
22. Financing Statements
LESSEE HEREBY NOMINATES AND APPOINTS LESSOR AS ITS
ATTORNEYAN -FACT FOR THE SOLE PURPOSE OF EXECUTING ON
LESSEE'S BEHALF FINANCING STATEMENTS (AND ANY APPROPRIATE
AMENDMENTS THERETO) UNDER THE PROVISIONS OF THE UNIFORM
COMMERCIAL CODE, FOR PROTECTIVE PURPOSES, RELATIVE TO THIS
AGREEMENT AND ANY EQUIPMENT SCHEDULES ENTERED INTO
HEREUNDER.
23. Miscellaneous
This Agreement, together with the above referenced Corporate Purchase
Agreement, any Equipment Schedules executed hereunder, any referenced
attachments shall constitute the entire understanding between the parties and
supersedes any previous communications, representations, or agreements
whether verbal or written. No change or modifications of any of the terms or
conditions herein shall be valid or binding on either party unless made in
writing and signed by an authorized representative of each party. Any provi-
sion of this Agreement or any Equipment Schedule hereunder which is
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unentorceabilily in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The captions set forth herein are for convenience
only and shall not define or limit any of the terms hereof. Any notices or
demands required to be given hereunder shall be given in writing and by
regular mail, except for notices of default which shall be sent by certified mail.
By execution hereof, the signer hereby certifies that he /she has read this Agreement and the attached Exhibits and that he /she is duly authorized to execute this Agree-
ment on behalf of Lessee.
LESSOR:
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COMPAN
LESSEE: CITY
DEMEWPORT BEACH I _
BY: V'��wv
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BY:
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Timothy
Authorized Signature
J. Gore Area
BUSin
NAMElTI
Ohn C. COX, Jr.� yOr
NAME/TITLE:
September
4, 1987
E:
DATE:
_
A
prove as
to form:
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FRD/LA-1 12-86
H
STATE/LOCAL GOVERNMENT RIDER
Equipment Schedule and Payment Agreement #
Master Agreement #
The provisions of the aforementioned Agreement notwithstanding, Hewlett- Packard ( "HP ") and Customer mutually agree that:'
AVAILABILITY OF FUNDS, NONAPPROPRIATION OF FUNDS
Customer reasonably believes that funds can be obtained sufficient
to pay all monies due during the Agreement Term and hereby
covenants that it will do all things lawfully within its power to obtain,
maintain and properly request and pursue funds from which the
Agreement Payments may be made, including making provisions for
such payments to the extent necessary in each budget submitted
for the purpose of obtaining funding, using its bona fide best efforts
to have such portion of the budget approved and exhausting all
available administrative reviews and appeals in the event such por-
tion of the budget is not approved. It is Customer's intent to make
Agreement Payments for the full Agreement Term if funds are legally
available therefor and in that regard Customer represents that the
use of the Equipment is essential to its proper, efficient and economic
operation.
In the event no funds or insufficient funds are appropriated and
budgeted or are otherwise legally available by any means whatsoever
in any fiscal period for Agreement Payments due under this Agree-
ment, then the Customer will immediately notify HP or its assigns
of such occurrence and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without
penalty or expense to Customer of any kind whatsoever, except as
to the portions of Agreement Payments herein agreed upon for which
funds shall have been appropriated and budgeted or otherwise
available. In the event of such termination, Customer agrees to
peaceably surrender possession of the Equipment to HP or its assigns
on the date of such termination, packed for shipment in accordance
with manufacturer specifications and freight prepaid and insured to
any location in the continental United States designated by HP. HP
will have all legal and equitable rights and remedies to take posses-
sion of the Equipment.
Notwithstanding the foregoing, Customer agrees (i) that it will not
cancel this Agreement under the provisions of this paragraph if any
funds are appropriated to it, or by it, for the acquisition, retention or
operation of the Equipment or other Equipment performing functions
similar to the Equipment for the fiscal period in which such termina-
tion occurs or the next succeeding fiscal period thereafter and (ii)
that it will not during the Agreement Term give priority in the applica-
tion of funds to any other functionally similar Equipment. This
paragraph will not be construed so as to permit Customer to terminate
this Agreement in order to acquire any other Equipment or to allocate
funds directly or indirectly to perform essentially the same applica-
tion for which the Equipment is intended.
2. INCOME TAX INDEMNITY
This Agreement has been entered into on the basis that HP or any
Assignee of HP shall claim that the Interest paid hereunder is ex-
empt from Federal income tax under Section 103(a)(1) of the Internal
Revenue Code of 1954 as amended. Should the United States
Government disallow, eliminate, reduce, recapture, or disqualify, in
whole or in part, any benefits of such exemption as a result of any
acts or omissions by Customer or as a result of the inapplicability
of such section at the time this Agreement is entered into because
of the status of Customer, Customer shall then indemnify HP by pay-
ment, at HP's election, of either:
(a) Supplemental Payment to HP during the remaining period
of the Agreement Term in an amount necessary to permit HP to
receive (on an after tax basis over the full term of the Agreement)
the same rate of return that HP would have realized had there
not been a loss or disallowance of such benefits, together with
the amount of any interest or penalty which may be assessed
by the governmental authority with respect to such loss or
disallowance; or
(b) A lump sum payable upon demand to HP which shall be equal
to the amount necessary to permit HP to receive (on an after tax
basis over the full term of the Agreement) the same rate of return
that HP would have realized had there not been a loss or
disallowance of such benefits together with the amount of any
interest or penalty which may be assessed by the governmental
authority with respect to such loss or disallowance.
3. AUTHORITY AND AUTHORIZATION
Customer represents and warrants that: (i) Customer is a fully con-
stituted political subdivision or agency of the state or local govern-
mental unit where the Equipment is located; (ii) the execution, delivery
and performance by the Customer of this Agreement have been duly
authorized by all necessary action on the part of Customer; and (iii)
this Agreement constitutes a legal, valid and binding obligation of
the Customer enforceable in accordance with its terms. Customer
agrees that (i) it will do or cause to be done all things necessary to
preserve and keep the Agreement in full force and effect, (ii) it has
complied with all bidding requirements where necessary and by due
notification presented this Agreement for approval and adoption as
a valid obligation on its part, and (iii) it has sufficient appropriations
or other funds available to pay all amounts due hereunder for the
current fiscal period.
4. NON - ASSIGNABILITY BY HP
HP agrees that it shall not and will not sell, discount, factor,
hypothecate or otherwise dispose of its interest in the Equipment
and /or the above- referenced Equipment Schedule and Payment
Agreement.
5. INTEREST RECOGNITION
Customer and HP recognize and agree that a portion of the rent here-
under is interest based on the total equipment cost as shown on the
equipment schedule and calculated at the rate of 52ypn and
percent( 7807 %)perannum. eight hundred seven
thousandths
'If this Rider is used in connection with an Installment Sale Agreement, the term, "H P" shall mean and include the term "Seller" and the term "Customer" shall mean
and include the term "Buyer ". If this Rider is used in connection with a Lease Agreement, the term 'HP" shall mean and include the term "Lessor ", and the term
"Customer" shall mean and include the term "Lessee ".
h HEWLETT
P PACKARD FRD /RIDER -1 12 -66
9 0
EARLY BUYOUT i UPGRADE SCHEDULE
CUSTOMER CITY DC NEWPORT BEACH
LEASE 9 4124-
TYPE `OF LEASE STATE /1 OC GOVT I 84 MONTHS)
LEASE RATE 11: 1.549 `MONTH Y VT v J'
EFFECTIVE DATE OF RATES USED . 7 -1_87
PROPERTY TAX NOT INCLUDED IN RATE
BUYOUT
BUYOUT IS 88.35; AFTER PAYMENT 13 * BUYOUT
BUYOUT IS 96.39% AFTER PAYMENT 15 * BUYOUT
BUYOUT IS 34.40% AFTER PAYMENT 17 * BUYOUT
BUYOUT IS 82.39% AFTER. PAYMENT 19 * BUYOUT
BUYOUT IS 80.35% AFTER PAYMENT 21 BUYOUT
BUYOUT IS 79.29% AFTER PAYMENT 23 * BUYOUT
BUYOUT IS 76.19% AFTER PAYMENT 25 * BUYOUT
BUYOUT IS 74.07% AFTER, PAYMENT 27 * BUYOUT
BUYOUT IS 71.93% AFTER PAYMENT 29 * BUYOUT
BUYOUT IS 69.75% AFTER PAYMENT 31 * BUYOUT
BUYOUT IS 67.SS% AFTER PAYMENT 33 * BUYOUT
BUYOUT IS 65.31% AFTER, PAYMENT 35 * BUYOUT
BUYOUT IS 53.05% AFTER PAYMENT 37 * BUYOUT
BUYOUT IS 60.75% AFTER, PAYMENT 39 * BUYOUT
BUYOUT IS S8.44% AFTER PAYMENT 41 _ BUYOUT
BUYOUT IS 56 .09% AFTER PAYMENT 43 BUYOUT
BUYOUT IS 53.70% AFTER PAYMENT 45 * BUYOUT
BUYOUT IS 51.29% AFTER PAYMENT 47 * BUYOUT
BUYOUT IS 48.84% AFTER PAYMENT 49 ,. BUYOUT
BUYOUT IS 46.37% AFTER. PAYMENT S1 * BUYOUT
BUYOUT IS 48.86; AFTER PAYMENT E3 - BUYOUT
BUYOUT IS 41.32% AFTER PAYMENT 55 * BUYOUT
BUYOUT, IS 33.74% AFTER PAYMENT 57 * BUYOUT
BUYOUT IS 36.13% AFTER, PAYMENT 59 - BUYOUT
BUYOUT IS 33.49% AFTER. PAYMENT 61 _ BUYOUT
BUYOUT IS 30.81% AFTER, PAYMENT 63 * BUYOUT
BUYOUT IS 28.10% AFTER PAYMENT BE * BUYOUT
BUYOUT IS 25.36% AFTER PAYMENT 67 * BUYOUT
BUYOUT IS 22.57% AFTER PAYMENT 69 * BUYOUT
BUYOUT IS 19.75% AFTER, PAYMENT 71 BUYOUT
BUYOUT IS 16.89% AFTER PAYMENT 73 * BUYOUT
BUYOUT IS 14.00% AFTER, PAYMENT 75 * BUYOUT
BUYOUT IS 11.06% AFTER PAYMENT 77 * BUYOUT
BUYOUT IS 8.09% AFTER PAYMENT 79 * BUYOUT
BUYOUT IS 5.03% AFTER, PAYMENT 81 * BUYOUT
BUYOUT IS 2.04% AFTER PAYMENT 83 * BUYOUT
IS
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89.32% AFTER PAYMENT 12
8728% AFTER PAYMENT 14
85.40% AFTER PAYMENT 16
83.40%, AFTER PAYMENT 18
8127% AFTER PAYMENT 20
79.32% AFTER PAYMENT 22
77.24% AFTER PAYMENT 24
75.14% AFTER PAYMENT 25
73.00°%, AFTER PAYMENT 28
70.84% AFTER PAYMENT 30
68.65% AFTER PAYMENT 32
66.43% AFTER PAYMENT 34
64.19% AFTER PAYMENT 35
61.91% AFTER PAYMENT 32
59.60% AFTER. PAYMENT 40
57.27% AFTER PAYMENT 42
54,90% AFTER PAYMENT 44
52.SO% AFTER PAYMENT 45
50.07`; AFTER PAYMENT 48
47.61% AFTER PAYMENT SO
45.12% AFTER PAYMENT 52
42.59% AFTER PAYMENT E4
40.03`; AFTER PAYMENT SE
37.44% AFTER PAYMENT 59
34.81% AFTER PAYMENT 50
32.15% AFTER PAYMENT E2
29.46% AFTER PAYMENT 64
26.73% AFTER. PAYMENT 66
23.96% AFTER PAYMENT 68
21.16% AFTER PAYMENT 70
18.32% AFTER. PAYMENT 72
15.45% AFTER PAYMENT 74
12.53% AFTER PAYMENT 76
9.58% AFTER PAYMENT 78
6.59% AFTER PAYMENT 80
3.57% AFTER, PAYMENT 82
1.00 AFTER PAYMENT 84
THE ABOVE BUYOUT PERCENTAGES ARE PREDICATED UPON THE
FOLLOWING ASSUMPTIONS :
*THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
AT THE TIME THE BUYOUT IS QUOTED
*THAT ALL RENTS DUE ARE CURRENT
*THE ABOVE PERCENTS APPLY TO THE AMOUNT FINANCED ONLY AND
DO NOT INCLUDE APPLICABLE TAXES IF ANY
ADDITIONAL TERMS
This Exhibit is attached to and made a part of the
Agreement #
1. The Payment Commencement Date for all Equipment sold
hereunder shall be the same date that delivery and acceptance
takes place for Lessor's Equipment notwithstanding a different
acceptance date and without regard as to whether or not delivery
and acceptance has taken place for equipment or services and
products provided hereunder by any person or entity other than
Lessor.
2. Lessee acknowledges that it has selected both Holquin
Software (herein called "Vendor ") and the Products listed in
Section B of the Equipment Schedule. It is Lessee's sole
responsibility to acquire source or object code, updates or other
backup or necessary documentation to the Vendor's Products. The
Software License Terms shall apply to Vendor's Products listed in
Section B and any reference in such terms to "HP" or "Software"
shall mean "Vendor" or "Vendor's Products."
LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED AS
TO ANY MATTER OR PRODUCT LISTED I N SECTION B
OF THE EQUIPMENT SCHEDULE WHATSOEVER INCLUDING
THE CONDITION OF THE PRODUCT(S), OR THE
IMPLIED WARRANTIES OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND AS TO
LESSOR, LESSEE LEASES THE PRODUCT "AS IS."
3. If the Product is not properly installed, does not
operate as represented or warranted by Vendor or is
unsatisfactory for any reason, Lessee shall make any claim on
account thereof solely against Vendor and shall, nevertheless,
-1-
0
pay Lessor all payments due under this Agreement, Lessee hereby
waiving all claims against Lessor. Lessor may include as a
condition of this Agreement that Vendor agree that all
warranties, agreements and representations, if any, which may be
made by Vendor to Lessee or Lessor may be enforced by Lessee or
Lessor in their own name(s).
4. Lessee understands and agrees that neither the Vendor
nor any salesman or other agent of the Vendor is an agent of
Lessor. No salesman or agent of Vendor is authorized to waive or
alter any terms or condition of this Agreement, and no
representations as to the Product or any other matter by the
Vendor shall in any way affect Lessee's duty to make payments and
perform its other obligations as set forth in this Agreement.
S. Lessor warrants and guarantees that all services
performed pursuant to the Lease shall be provided in a manner
commensurate with the highest professional standards and shall be
performed by qualified and experienced personnel.
6. Lessee and Lessor intend that the relation between them
created by this Agreement is that of employer- independent
contractor. The manner and means of conducting the work are
under the control of Lessor, except to the extent they are
limited by statute, rule or regulation and the express terms of
this Agreement. No civil service status or other right of
employment will be acquired by virtue of Lessor's services. None
of the benefits provided by Lessee to its employees,including but
not limited to unemployment insurance, worker's compensation
-2-
plans, vacation and sick leave are available from Lessee to
Lessor, its employees or agents. Deductions shall not be made
for any state or federal taxes, FICA payments, PERS payments, or
other purposes normally associated with an employer - employee
relationship from any fees due Lessor. Payments of the above
items, if required, are the responsibility of Lessor.
7. If any legal action is necessary to enforce any
provision hereof or for damages by reason of an alleged breach of
any provisions of this Lease,the prevailing party shall be
entitled to receive from the losing party all costs and expenses
in such amount as the court may adjudge to be reasonable
attorneys' fees.
8. A. The Lessor agrees to indemnify, defend and save
harmless the Lessee, its officers, agents and employees from any
and all claims and losses, with the exception of consequential
damages, and except as provided herein, accruing or resulting to
any other person, firm or corporation furnishing or supplying
work, services, materials or supplies in connection with the
performance of this Lease, and from any and all claims and losses
accruing or resulting to any person, firm or corporation which
may be injured or damaged by the contractor in the performance of
this Lease which are attributable to the negligence or
intentionally tortious acts of the Lessor provided that the
Lessor is notified in writing within thirty (30) days that the
Lessee has knowledge of such claims.
-3-
B. The Lessor shall be liable for damages arising out
of injury to the person and /or damage to the property of the
Lessee, employees of the Lessee, persons designated by the Lessee
for training or any other persons other than agents or employees
of the Lessor, designated to Lessee for any purpose, prior to,
during, or subsequent to delivery, installation, acceptance, and
use of the equipment either at the Lessor's site or at the
Lessee's place of business, provided that the injury or damage
was caused by the fault or negligence of the Lessor.
C. Lessor shall not be liable for damages arising out
of or caused by an alteration or an attachment not made or
installed by the Lessor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the Lessor's equipment.
9. Lessor shall not assign, sublease, hypothecate, or
transfer this Agreement or any interest therein directly or
indirectly, by operation of law or otherwise without prior
written consent of Lessee. Any attempt to do so shall be null
and void, and any assignee, sublessee, hypothecate or transferee
shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
10. Lessor, at its sole expense, shall obtain and maintain
during the term of this Lease, all appropriate permits, licenses
and certificates that may be required in connection with the
performance of services hereunder.
-4-
11. All notices, demands, requests or approvals to be given
under this Lease shall be given in writing and conclusively shall
be deemed served when delivered personally or on the second
business day after the deposit thereof in the United States mail,
postage prepaid, registered or certified, addressed as
hereinafter provided. All notices, demands, requests, or
approvals from Lessee to Lessor shall be addressed to Lessor at
the address set forth in the Lease.
All notices, demands, rquests, or approvals from Lessor to
Lessee shall be addressed to City at: City of Newport Beach,
3300 Newport Boulevard, Newport Beach, California 92663
12. In the event Lessor hereto fails or refuses to perform
any of the provisions hereof at the time and in the manner
required hereunder, Lessor shall be deemed in default in the
performance of this Agreement. If such default is not cured
within a period of two (2) days after receipt by Lessor from
Lessee of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, Lessee
may terminate the Agreement forthwith by giving to the Lessor
written notice thereof.
13. This Lease represents the full and complete
understanding of every kind or nature whatsoever between the
parties hereto and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions
hereof. Any modification of this Lease will be effective only by
-5-
written execution signed by both Lessee and Lessor.
14. A waiver by Lessee of any breach of any term, covenant,
or condition contained herein shall not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant
or condition contained herein whether of the same or a different
character.
15. Lessor and Lessee agree that these additional terms are applicable
only to Hewlett- Packard supplied products and services.
APPROVED AND AGREED TO BY:
LESSOR: HEWLETT- PACKARD COMPANY
Y:
Aut orized SFgnature
NAME: Timothy J. Gore
TITLE: Area Business Manager TITLE:
DATE: September 4, 1987 DATE:
AP,I?ROVED AS TO FO
Crff ATTORNEY�
ATTEST:
City Clerk
-6-
ADDITIONAL TERMS
This Exhibit is attached to and made a part of the
Agreement #
1. The Payment Commencement Date for all Equipment sold
hereunder shall be the same date that delivery and acceptance
takes place for Lessor's Equipment notwithstanding a different
acceptance date and without regard as to whether or not delivery
and acceptance has taken place for equipment or services and
products provided hereunder by any person or entity other than
Lessor.
2. Lessee acknowledges that it has selected both
Deltasystems Software, Infocomp Software and Skantek Products
(herein called "Vendor ") and the Products listed in Section B of
the Equipment Schedule. It is Lessee's sole responsibility to
acquire source or object code, updates or other backup or
necessary documentation to the Vendor's Products. The Software
License Terms shall apply to Vendor's Products listed in Section
B and any reference in such terms to "HP" or "Software" shall
mean "Vendor" or "Vendor's Products."
LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED AS
TO ANY MATTER OR PRODUCT LISTED IN SECTION B
OF THE EQUIPMENT SCHEDULE WHATSOEVER INCLUDING
THE CONDITION OF THE PRODUCT(S), OR THE
IMPLIED WARRANTIES OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND AS TO
LESSOR, LESSEE LEASES THE PRODUCT "AS IS."
3. If the Product is not properly installed, does not
operate as represented or warranted by Vendor or is
unsatisfactory for any reason, Lessee shall make any claim on
-1-
0 0
account thereof solely against Vendor and shall, nevertheless,
pay Lessor all payments due under this Agreement, Lessee hereby
waiving all claims against Lessor. Lessor may include as a
condition of this Agreement that Vendor agree that all
warranties, agreements and representations, if any, which may be
made by Vendor to Lessee or Lessor may be enforced by Lessee or
Lessor in their own name(s).
4. Lessee understands and agrees that neither the Vendor
nor any salesman or other agent of the Vendor is an agent of
Lessor. No salesman or agent of Vendor is authorized to waive or
alter any terms or condition of this Agreement, and no
representations as to the Product or any other matter by the
Vendor shall in any way affect Lessee's duty to make payments and
perform its other obligations as set forth in this Agreement.
5. Lessor warrants and guarantees that all services
performed pursuant to the Lease shall be provided in a manner
commensurate with the highest professional standards and shall be
performed by qualified and experienced personnel.
6. Lessee and Lessor intend that the relation between them
created by this Agreement is that of employer- independent
contractor. The manner and means of conducting the work are
under the control of Lessor, except to the extent they are
limited by statute, rule or regulation and the express terms of
this Agreement. No civil service status or other right of
employment will be acquired by virtue of Lessor's services. None
of the benefits provided by Lessee to its employees,including but
-2-
0 0
not limited to unemployment insurance, worker's compensation
plans, vacation and sick leave are available from Lessee to
Lessor, its employees or agents. Deductions shall not be made
for any state or federal taxes, FICA payments, PERS payments, or
other purposes normally associated with an employer - employee
relationship from any fees due Lessor. Payments of the above
items, if required, are the responsibility of Lessor.
7. If any legal action is necessary to enforce any
provision hereof or for damages by reason of an alleged breach of
any provisions of this Lease,the prevailing party shall be
entitled to receive from the losing party all costs and expenses
in such amount as the court may adjudge to be reasonable
attorneys, fees.
8. A. The Lessor agrees to indemnify, defend and save
harmless the Lessee, its officers, agents and employees from any
and all claims and losses, with the exception of consequential
damages, and except as provided herein, accruing or resulting to
any other person, firm or corporation furnishing or supplying
work, services, materials or supplies in connection with the
performance of this Lease, and from any and all claims and losses
accruing or resulting to any person, firm or corporation which
may be injured or damaged by the contractor in the performance of
this Lease which are attributable to the negligence or
intentionally tortious acts of the Lessor provided that the
Lessor is notified in writing within thirty (30) days that the
Lessee has knowledge of such claims.
-3-
B. The Lessor shall be liable for damages arising out
of injury to the person and /or damage to the property of the
Lessee, employees of the Lessee, persons designated by the Lessee
for training or any other persons other than agents or employees
of the Lessor, designated to Lessee for any purpose, prior to,
during, or subsequent to delivery, installation, acceptance, and
use of the equipment either at the Lessor's site or at the
Lessee's place of business, provided that the injury or damage
was caused by the fault or negligence of the Lessor.
C. Lessor shall not be liable for damages arising out
of or caused by an alteration or an attachment not made or
installed by the Lessor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the Lessor's equipment.
9. Lessor shall not assign, sublease, hypothecate, or
transfer this Agreement or any interest therein directly or
indirectly, by operation of law or otherwise without prior
written consent of Lessee. Any attempt to do so shall be null
and void, and any assignee, sublessee, hypothecate or transferee
shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
10. Lessor, at its sole expense, shall obtain and maintain
during the term of this Lease, all appropriate permits, licenses
and certificates that may be required in connection with the
performance of services hereunder.
-4-
•
11. All notices, demands, requests or approvals to be given
under this Lease shall be given in writing and conclusively shall
be deemed served when delivered personally or on the second
business day after the deposit thereof in the United States mail,
postage prepaid, registered or certified, addressed as
hereinafter provided. All notices, demands, requests, or
approvals from Lessee to Lessor shall be addressed to Lessor at
the address set forth in the Lease.
All notices, demands, rquests, or approvals from Lessor to
Lessee shall be addressed to City at: City of Newport Beach,
3300 Newport Boulevard, Newport Beach, California 92663
12. In the event Lessor hereto fails or refuses to perform
any of the provisions hereof at the time and in the manner
required hereunder, Lessor shall be deemed in default in the
performance of this Agreement. If such default is not cured
within a period of two (2) days after receipt by Lessor from
Lessee of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, Lessee
may terminate the Agreement forthwith by giving to the Lessor
written notice thereof.
13. This Lease represents the full and complete
understanding of every kind or nature whatsoever between the
parties hereto and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions
hereof. Any modification of this Lease will be effective only by
-5-
9
written execution signed by both Lessee and Lessor.
14. A waiver by Lessee of any breach of any term, covenant,
or condition contained herein shall not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant
or condition contained herein whether of the same or a different
character.
15. Lessor and Lessee agree that these additional terms are applicable
only to Hewlett- Packard supplied products and services.
APPROVED AND AGREED TO BY:
LESSOR: HEWLETT - PACKARD COMPANY
u i rized Signature
BY:
NAME: Timothy J. Gore NAME:
ohn C. Cox, Jr.
TITLE: Area Business Manager TITLE: Mayor
DATE: September 4, 1987 DATE: zaz2— cSc , 1%8-7
ROVE AS TO 1707�:
CITY ATTORNEY
ATTEST:
City Clerk
-6-
ADDITIONAL TERMS
This Exhibit is attached to and made a part of the
Agreement #
1. The Payment Commencement Date for all Equipment sold
hereunder shall be the same date that delivery and acceptance
takes place for Lessor's Equipment notwithstanding a different
acceptance date and without regard as to whether or not delivery
and acceptance has taken place for equipment or services and
products provided hereunder by any person or entity other than
Lessor.
2. Lessee acknowledges that it has selected both Holquin
Software (herein called "Vendor ") and the Products listed in
Section B of the Equipment Schedule. It is Lessee's sole
responsibility to acquire source or object code, updates or other
backup or necessary documentation to the Vendor's Products. The
Software License Terms shall apply to Vendor's Products listed in
Section B and any reference in such terms to "HP" or "Software"
shall mean "Vendor" or "Vendor's Products."
LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED AS
TO ANY MATTER OR PRODUCT LISTED IN SECTION B
OF THE EQUIPMENT SCHEDULE WHATSOEVER INCLUDING
THE CONDITION OF THE PRODUCT(S), OR THE
IMPLIED WARRANTIES OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND AS TO
LESSOR, LESSEE LEASES THE PRODUCT "AS IS."
3. If the Product is not properly installed, does not
operate as represented or warranted by Vendor or is
unsatisfactory for any reason, Lessee shall make any claim on
account thereof solely against Vendor and shall, nevertheless,
-1-
pay Lessor all payments due under this Agreement, Lessee hereby
waiving all claims against Lessor. Lessor may include as a
condition of this Agreement that Vendor agree that all
warranties, agreements and representations, if any, which may be
made by Vendor to Lessee or Lessor may be enforced by Lessee or
Lessor in their own name(s).
4. Lessee understands and agrees that neither the Vendor
nor any salesman or other agent of the Vendor is an agent of
Lessor. No salesman or agent of Vendor is authorized to waive or
alter any terms or condition of this Agreement, and no
representations as to the Product or any other matter by the
Vendor shall in any way affect Lessee's duty to make payments and
perform its other obligations as set forth in this Agreement.
5. Lessor warrants and guarantees that all services
performed pursuant to the Lease shall be provided in a manner
corrmensurate with the highest professional standards and shall be
performed by qualified and experienced personnel.
6. Lessee and Lessor intend that the relation between them
created by this Agreement is that of employer- independent
contractor. The manner and means of conducting the work are
under the control of Lessor, except to the extent they are
limited by statute, rule or regulation and the express terms of
this Agreement. No civil service status or other right of
employment will be acquired by virtue of Lessor's services. None
of the benefits provided by Lessee to its employees,including but
not limited to unemployment insurance, worker's compensation
-2-
0 0
plans, vacation and sick leave are available from Lessee to
Lessor, its employees or agents. Deductions shall not be made
for any state or federal taxes, FICA payments, PERS payments, or
other purposes normally associated with an employer - employee
relationship from any fees due Lessor. Payments of the above
items, if required, are the responsibility of Lessor.
7. If any legal action is necessary to enforce any
provision hereof or for damages by reason of an alleged breach of
any provisions of this Lease,the prevailing party shall be
entitled to receive from the losing party all costs and expenses
in such amount as the court may adjudge to be reasonable
attorneys' fees.
8. A. The Lessor agrees to indemnify, defend and save
harmless the Lessee, its officers, agents and employees from any
and all claims and losses, with the exception of consequential
damages, and except as provided herein, accruing or resulting to
any other person, firm or corporation furnishing or supplying
work, services, materials or supplies in connection with the
performance of this Lease, and from any and all claims and losses
accruing or resulting to any person, firm or corporation which
may be injured or damaged by the contractor in the performance of
this Lease which are attributable to the negligence or
intentionally tortious acts of the Lessor provided that the
Lessor is notified in writing within thirty (30) days that the
Lessee has knowledge of such claims.
-3-
B. The Lessor shall be liable for damages arising out
of injury to the person and /or damage to the property of the
Lessee, employees of the Lessee, persons designated by the Lessee
for training or any other persons other than agents or employees
of the Lessor, designated to Lessee for any purpose, prior to,
during, or subsequent to delivery, installation, acceptance, and
use of the equipment either at the Lessor's site or at the
Lessee's place of business, provided that the injury or damage
was caused by the fault or negligence of the Lessor.
C. Lessor shall not be liable for damages arising out
of or caused by an alteration or an attachment not made or
installed by the Lessor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the Lessor's equipment.
9. Lessor shall not assign, sublease, hypothecate, or
transfer this Agreement or any interest therein directly or
indirectly, by operation of law or otherwise without prior
written consent of Lessee. Any attempt to do so shall be null
and void, and any assignee, sublessee, hypothecate or transferee
shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
10. Lessor, at its sole expense, shall obtain and maintain
during the term of this Lease, all appropriate permits, licenses
and certificates that may be required in connection with the
performance of services hereunder.
-4-
11. All notices, demands, requests or approvals to be given
under this Lease shall be given in writing and conclusively shall
be deemed served when delivered personally or on the second
business day after the deposit thereof in the United States mail,
postage prepaid, registered or certified, addressed as
hereinafter provided. All notices, demands, requests, or
approvals from Lessee to Lessor shall be addressed to Lessor at
the address set forth in the Lease.
All notices, demands, rquests, or approvals from Lessor to
Lessee shall be addressed to City at: City of Newport Beach,
3300 Newport Boulevard, Newport Beach, California 92663
12. In the event Lessor hereto fails or refuses to perform
any of the provisions hereof at the time and in the manner
required hereunder, Lessor shall be deemed in default in the
performance of this Agreement. If such default is not cured
within a period of two (2) days after receipt by Lessor from
Lessee of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, Lessee
may terminate the Agreement forthwith by giving to the Lessor
written notice thereof.
13. This Lease represents the full and complete
understanding of every kind or nature whatsoever between the
parties hereto and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions
hereof. Any modification of this Lease will be effective only by
-5-
• 0
written execution signed by both Lessee and Lessor.
14. A waiver by Lessee of any breach of any term, covenant,
or condition contained herein shall not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant
or condition contained herein whether of the same or a different
character.
15. Lessor and Lessee agree that these additional terms are applicable
only to Hewlett- Packard supplied products and services.
APPROVED AND AGREED TO BY:
LESSOR: HEWLETT - PACKARD COMPANY LESSEE- CITY OF R
Y: BY:
Aut orized Signature na re
NAME: Timothy J. Gore
TITLE: Area Business Manager TITLE: Mayor
DATE: September 4, 1987 DATE: Cx� 167 A / , /987
APl(h 0V AS TO FO
�I ATTORNEY
ATTEST:
City Clerk
-6-
ADDITIONAL TERMS
This Exhibit is attached to and made a part of the
Agreement #_
1. The Payment Commencement Date for all Equipment sold
hereunder shall be the same date that delivery and acceptance
takes place for Lessor's Equipment notwithstanding a different
acceptance date and without regard as to whether or not delivery
and acceptance has taken place for equipment or services and
products provided hereunder by any person or entity other than
Lessor.
2. Lessee acknowledges that it has selected both
Deltasystems Software, Infocomp Software and Skantek Products
(herein called "Vendor ") and the Products listed in Section B of
the Equipment Schedule. it is Lessee's sole responsibility to
acquire source or object code, updates or other backup or
necessary documentation to the Vendor's Products. The Software
License Terms shall apply to Vendor's Products listed in Section
B and any reference in such terms to "HP" or "Software" shall
mean "Vendor" or "Vendor's Products."
LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED AS
TO ANY MATTER OR PRODUCT LISTED I N SECTION B
OF THE EQUIPMENT SCHEDULE WHATSOEVER INCLUDING
THE CONDITION OF THE PRODUCT(S), OR THE
IMPLIED WARRANTIES OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND AS TO
LESSOR, LESSEE LEASES THE PRODUCT "AS IS."
3. If the Product is not properly installed, does not
operate as represented or warranted by Vendor or is
unsatisfactory for any reason, Lessee shall make any claim on
-1-
account thereof solely against Vendor and shall, nevertheless,
pay Lessor all payments due under this Agreement, Lessee hereby
waiving all claims against Lessor. Lessor may include as a
condition of this Agreement that Vendor agree that all
warranties, agreements and representations, if any, which may be
made by Vendor to Lessee or Lessor may be enforced by Lessee or
Lessor in their own name(s).
4. Lessee understands and agrees that neither the Vendor
nor any salesman or other agent of the Vendor is an agent of
Lessor. No salesman or agent of Vendor is authorized to waive or
alter any terms or condition of this Agreement, and no
representations as to the Product or any other matter by the
Vendor shall in any way affect Lessee's duty to make payments and
perform its other obligations as set forth in this Agreement.
5. Lessor warrants and guarantees that all services
performed pursuant to the Lease shall be provided in a manner
commensurate with the highest professional standards and shall be
performed by qualified and experienced personnel.
6. Lessee and Lessor intend that the relation between them
created by this Agreement is that of employer- independent
contractor. The manner and means of conducting the work are
under the control of Lessor, except to the extent they are
limited by statute, rule or regulation and the express terms of
this Agreement. No civil service status or other right of
employment will be acquired by virtue of Lessor's services. None
of the benefits provided by Lessee to its employees,including but
-2-
not limited to unemployment insurance, worker's compensation
plans, vacation and sick leave are available from Lessee to
Lessor, its employees or agents. Deductions shall not be made
for any state or federal taxes, FICA payments, PERS payments, or
other purposes normally associated with an employer - employee
relationship from any fees due Lessor. Payments of the above
items, if required, are the responsibility of Lessor.
7. If any legal action is necessary to enforce any
provision hereof or for damages by reason of an alleged breach of
any provisions of this Lease,the prevailing party shall be
entitled to receive from the losing party all costs and expenses
in such amount as the court may adjudge to be reasonable
attorneys' fees.
8. A. The Lessor agrees to indemnify, defend and save
harmless the Lessee, its officers, agents and employees from any
and all claims and losses, with the exception of consequential
damages, and except as provided herein, accruing or resulting to
any other person, firm or corporation furnishing or supplying
work, services, materials or supplies in connection with the
performance of this Lease, and from any and all claims and losses
accruing or resulting to any person, firm or corporation which
may be injured or damaged by the contractor in the performance of
this Lease which are attributable to the negligence or
intentionally tortious acts of the Lessor provided that the
Lessor is notified in writing within thirty (30) days that the
Lessee has knowledge of such claims.
-3-
0 0
B. The Lessor shall be liable for damages arising out
of injury to the person and /or damage to the property of the
Lessee, employees of the Lessee, persons designated by the Lessee
for training or any other persons other than agents or employees
of the Lessor, designated to Lessee for any purpose, prior to,
during, or subsequent to delivery, installation, acceptance, and
use of the equipment either at the Lessor's site or at the
Lessee's place of business, provided that the injury or damage
was caused by the fault or negligence of the Lessor.
C. Lessor shall not be liable for damages arising out
of or caused by an alteration or an attachment not made or
installed by the Lessor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the Lessor's equipment.
9. Lessor shall not assign, sublease, hypothecate, or
transfer this Agreement or any interest therein directly or
indirectly, by operation of law or otherwise without prior
written consent of Lessee. Any attempt to do so shall be null
and void, and any assignee, sublessee, hypothecate or transferee
shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
10. Lessor, at its sole expense, shall obtain and maintain
during the term of this Lease, all appropriate permits, licenses
and certificates that may be required in connection with the
performance of services hereunder.
-4-
• 0
11. All notices, demands, requests or approvals to be given
under this Lease shall be given in writing and conclusively shall
be deemed served when delivered personally or on the second
business day after the deposit thereof in the United States mail,
postage prepaid, registered or certified, addressed as
hereinafter provided. All notices, demands, requests, or
approvals from Lessee to Lessor shall be addressed to Lessor at
the address set forth in the Lease.
All notices, demands, rquests, or approvals from Lessor to
Lessee shall be addressed to City at: City of Newport Beach,
3300 Newport Boulevard, Newport Beach, California 92663
12. In the event Lessor hereto fails or refuses to perform
any of the provisions hereof at the time and in the manner
required hereunder, Lessor shall be deemed in default in the
performance of this Agreement. If such default is not cured
within a period of two (2) days after receipt by Lessor from
Lessee of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, Lessee
may terminate the Agreement forthwith by giving to the Lessor
written notice thereof.
13. This Lease represents the full and complete
understanding of every kind or nature whatsoever between the
parties hereto and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions
hereof. Any modification of this Lease will be effective only by
-5-
written execution signed by both Lessee and Lessor.
I 14. A waiver by Lessee of any breach of any term, covenant,
or condition contained herein shall not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant
or condition contained herein whether of the same or a different
character.
15. Lessor and Lessee agree that these additional terms are applicable
only to Hewlett- Packard supplied products and services.
APPROVED AND AGREED TO BY:
LESSOR: HEWLETT- PACKARD COMPANY LESSEE: CITY OF NEWPORT
,n
B
tau razed Signature A ur
NAME: Timothv J. Gore NAME: / John C. Cox, Jr.
TITLE: Area Business Manager TITLE: Mayor
DATE: September 4, 1987 DATE: / 19$/
ROVE AS FOIL
CITY ATTORNEY
-6-