HomeMy WebLinkAboutC2014-335 - 10/14/2014 - Approved CSI LEASING
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CERTIFICATE OF INCUMBENCY
The Undersigned, Secretary of CITY OF CORPUS CHRISTI, a political subdivision or
agency of the state of Texas (the "Lessee") certifies as follows:
A. The following listed persons are duly delegated or appointed representatives of the
Lessee (the "Representatives") in the capacity set forth opposite their respective
names below and the facsimile signatures are true and correct as of the date hereof;
B. The Representatives are duly authorized, on behalf of the Lessee, to negotiate, execute
and deliver the Rider 1 to Master Operating Lease Agreement, CSI Master Lease
Reference No. 1880CCC, the Equipment Schedule(s) and other documents relating
thereto (collectively, the "Leases") by and between the Lessee and CSI Leasing,
Inc.; and these Leases are binding and authorized Leases of the Lessee, enforceable
in all respects in accordance with their terms.
NAME OF REPRESENTATIVE TITLE SIGNA '
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Secretary
NOTE: The Secretary signing this Certificate should not be listed as a Representative above.
1880CCC-000-INC-REV10 30 14(jmk) CSI LEASING, INC.
9990 Old Olive Street Road,Suite 101
2014-335 Saint Louis,Missouri 63141
Tel: 1-800-955-0960
10/14/14 or 314-997-7010
M2014-141 Fax: 314-997-7844
www.csileasing.com
CSI Leasing Inc. INDEXED
October 31, 2014
City of
Corpus CSI Leasing, Inc.
Christi Attn: Angela Cartwright, Legal Assistant
9990 Old Olive Street Road
St Louis, Missouri 63141-5904
LEGAL DEPARTMENT
Dear Ms. Cartwright:
PO Box 9277
Corpus Christi The City of Corpus Christi is a self insured public entity as allowed by the State of
Texas 78469-9277 Texas for General Liability, Auto Liability, and Workers' Compensation. Liability
Phone 361-826-3360 limits are established and defined by Chapter 101 of the Texas Tort Claims Act.
Fax 361-826-3239 Liability limits are as follows; $250,000 per person and $500,000 for each single
occurrence.
Alunicipal Court
Prosecutor s Office The Self Insurance Funds are funded by the City of Corpus Christi in accordance
120 N.Chaparral with generally accepted accounting practices through actuarially calculated annual
Corpus Christi contributions. A claim may be filed online at www.cctexas.com//government/city-
Texas 78401 secretary/notice-of-claim/index or contact Risk Management for information at
Phone 361-886-2530 361-826-3680.
Fax 361-886-2567
Human Relations Sincerely,
PO Box 9277
Corpus Christi dii/, ,
Texas 78469-9277 ((//ti�C 1�rcw
Phone 361-826-3190
Fax 361-826-3192
Risk ManagementDonna James-Spruce
PO Box 9277 Risk Manager
Corpus Christi
Texas 78469-9277 DJS/vlt
Phone 361-826-3680
Fax 361-826-3697
�i'�NAN.cctexas.com
Exhibit"A"
MASTER OPERATING LEASE AGREEMENT
1. Definitions. Capitalized terms used in this Appendix and not otherwise defined will have the
meanings set forth in the Contract.
(a) "Assets" refers to the Products as allowed within the Contract, including the Hardware,
Software, and related Services, which are specifically identified on the applicable Schedule.
Assets includes any items associated with the foregoing,including but not limited to all parts,
replacements, additions, repairs, and attachments incorporated therein and/or affixed thereto,
and documentation(technical and/or user manuals).
(b) "Contract" refers to DIR Contract number DIR-SDD-1880 into which this Appendix is
incorporated.
(c) "Event of Default" is defined in Section 23, "Default."
(d) "Event of Loss" means an event of loss, theft, destruction or damage of any kind to any item
of the Assets, including the loss, theft or taking by governmental action of any item of the
Assets for a stated period extending beyond the Term of any Schedule.
(e) "Hardware" refers to the computer machinery and equipment specifically identified on the
applicable Schedule.
(f) "Lease"means the financing transaction described in this MOLA.
(g) "Lessee" means any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003 (8-a), Texas Government Code, and those state
agencies purchasing from a DIR contract through an Interagency Agreement, as authorized
by Chapter 771, Texas Government Code, any local government as authorized through the
Interlocal Cooperation Act,Chapter 791,Texas Government Code,and the state agencies and
political subdivisions of other states as authorized by Section 2054.0565, Texas Government
Code.
(h) "Lessor"means the Vendor identified in the Contract.
(i) "MOLA" means this Master Operating Lease Agreement (Appendix E). Any reference to
"MOLA" includes the Contract, the Opinion of Counsel, and any riders, amendments and
addenda thereto, and any other documents as may from time to time be made a part hereof
upon mutual agreement in a writing signed by authorized representatives of both parties.
(j) "Rent Payment" means the amount payable by Lessee for the Assets as specified in the
applicable Schedule.
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(k) "Schedule" or "Supplementary Schedule" to this MOLA means the form or format entered
into between Lessor and Lessee which contains, at a minimum, a description of the Assets,
the name of the Lessee, applicable Rent Payment, and term of the Lease. To be effective, a
Schedule must be executed by both Lessor and Lessee.
(1) "Services" refers to the configuration, installation, implementation, support, training, and
other professional and consulting services specifically identified on the applicable Schedule.
(m) "Software" refers to the computer programs specifically identified on the applicable
Schedule.
(n) "Stipulated Loss Value" is the value of each unit of Hardware at various times during the
Lease as specified in the applicable Schedule; however, in no event will the Stipulated Loss
Value of a Hardware unit exceed its fair market value.
2. Lease.
(a) Lessor and Lessee intend that this MOLA constitute an operating lease and a true lease as
those terms are defined in the Statement of Financial Accounting Standards No. 13 and as
provided for under the Uniform Commercial Code — Leases, Tex. Bus. & Comm. Code
Article 2A. Under no circumstances shall this MOLA or any Schedules entered into under it
be construed as a "finance lease" as defined in Tex. Bus. & Comm. Code § 2A.103 (7). In
addition, Lessor acknowledges that Lessee is not a "merchant lessee" for purposes of Tex.
Bus. & Comm. Code § 2A.511.
(b) Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Assets described
on each Schedule. Each such Schedule constitutes a separate agreement between Lessor and
Lessee. In addition, each Schedule is subject to the terms and conditions of this MOLA as if
a separate MOLA were executed for such Schedule by the parties.
(c) In the event of Lessee's rightful rejection of the Assets as specified in Section 10 ("Inspection
and Acceptance") of this MOLA, Lessee shall have the right, at its sole option, to cancel this
Lease as to the rejected Assets or as to all of the Assets to be leased under the Schedule
applicable to such Assets. Upon cancellation, Lessee shall have no obligations under this
MOLA with respect to the portion of this Lease so cancelled.
(d) Each Lessee has made an independent legal and management determination to enter into each
Schedule. DIR has not offered or provided any legal or management advice to Lessor or to
any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous
terms with Lessor to satisfy individual procurements in which case such terms shall be set
forth in a Rider to the MOLA or the Schedule. To the extent that any of the provisions of the
MOLA conflict with any of the terms contained in any Schedule, the terms of this MOLA
shall control.
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(e) If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be
joint and several. However, unless DIR leases Assets for its own use, DIR is not a party to
any Schedule executed under this MOLA and is not responsible for Rent Payments or any
other obligations under such Lessee's Schedule. The invalidation, fulfillment, waiver,
termination, or other disposition of any rights or obligations of either a Lessee or Lessor (or
both of them) arising from the use of this MOLA in conjunction with any one Schedule shall
not affect the status of the rights or obligations of either or both of those parties arising from
the use of this MOLA in conjunction with any other Schedule, except in the Event of Default
as provided in Section 23 ("Default") of this MOLA.
3. Term of MOLA.
The term of this MOLA shall commence (a) upon commencement of the term of the Contract, if
this MOLA was agreed to under the Contract,or(b)on the Effective Date specified in Amendment
Number 5 if this MOLA is added to the Contract under such Amendment. The term of this MOLA
shall continue until the last to occur of the following: (i) the Schedule Term of each Schedule
entered into by the parties has expired or been terminated, or(ii)the Contract has expired or been
terminated. In the event of any termination or expiration of the Contract or termination of this
MOLA, any provisions of the Contract and this MOLA as may be necessary to preserve the rights
of Lessor or Lessee hereunder shall survive said termination or expiration.
4. Term of Schedule.
The term for each Schedule agreed to by a Lessee and Lessor under this MOLA shall commence
on the effective date specified in the Schedule (and, if no date is specified, then on the date the
Schedule was signed by Lessee, provided Lessor has also signed the Schedule). Unless earlier
terminated as provided for herein, the Schedule shall continue for the number of whole months or
other payment periods set forth in it(the "Schedule Term"). Prior to entering into a Lease, Lessee
shall make its own determination that the Schedule Term does not exceed seventy five percent
(75%) of the economic life of the Hardware, and Lessor makes no representation regarding the
economic life of the Hardware or its relation to the Schedule Term. The Schedule Term may be
earlier terminated upon: (i) the non-appropriation of funds pursuant to Section 8 ("Appropriation
of Funds") of this MOLA, (ii) an Event of Loss, (iii) an Event of Default by Lessee and Lessor's
election to cancel the Schedule pursuant to Section 24 ("Remedies") of this MOLA, (iv) an event
of default or other breach of this Agreement by Lessor and Lessee's election to cancel the Schedule
pursuant to Section 24 ("Remedies") of this MOLA, or(v) as otherwise set forth herein.
5. Administration of MOLA.
(a) When a prospective Lessee wishes to lease Assets under this MOLA,the prospect will submit
its request directly to Lessor. Lessor shall apply the applicable pricing discounts as stated in
Section 4 of the Contract or the price as agreed upon by Lessee and Lessor in the applicable
Schedule, whichever is lower and submit the lease proposal to the prospective Lessee. If the
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prospective Lessee wishes to proceed to lease Assets based on the proposal, Lessor will
negotiate the applicable Rent Payment, availability of Assets, and term of the Lease directly
with the prospective Lessee.
(b) With respect to Lessor's obligations under Section 5 of the Contract to report the sale and
make payment of the DIR administrative fee as defined in that Section, all leasing activities
in conjunction to this MOLA shall be treated as a"purchase sale."Notwithstanding treatment
of this Lease as a "purchase sale" as to the transaction between Lessor and DIR under the
Contract, however, under no circumstances shall this MOLA be construed as creating
anything other than a true lease and operating lease as stated in Section 2 ("Lease") hereof
for the transaction(s)between Lessor and Lessee.
(c) Upon agreement by Lessor and Lessee on the applicable Rent Payment, availability, Lease
term, and the like, Lessee may issue a purchase order in the amount indicated on the
applicable Schedule to Lessor for the Assets and reference the Contract number on the
purchase order. Any pre-printed terms and conditions on the Schedule issued by Lessor(with
respect to any item other than the specific Assets which are the subject of the Lease, the
Schedule Term, and the Rent Payments), Lessor's order acknowledgement form or the like
shall not be effective with respect to the lease of Assets hereunder. Rather, the terms and
conditions of this MOLA shall control in all respects.
(d) Until a Schedule is entered into by Lessor and a Lessee per the process set forth in this MOLA,
neither DIR nor any Lessee is obligated under this MOLA to lease Assets from Lessor nor is
Lessor obligated under this MOLA to lease Assets to a Lessee.
6. Rent Payments.
(a) During the Schedule Term and any renewal terms agreed to by Lessee as specified herein,
Lessee agrees to pay Lessor the Rent Payments set forth in the relevant Schedule for each
Asset. Rent Payments shall be the amount equal to the Rent Payment amount specified in the
Schedule multiplied by the amount of the total number of Rent Payments specified therein.
Lessee shall pay Rent Payments in the amount and on the due dates specified by Lessor until
all Rent Payments and all other amounts due under the Schedule have been paid in full. If the
Schedule Commencement Date is other than the first day of a month, Lessee shall make an
initial payment on the Schedule Commencement Date in an amount equal to one-thirtieth of
the Rent Payment specified in the Schedule for each day from the Schedule Commencement
Date (including the Schedule Commencement Date) through the last day of such month
(including that day). For example, if a scheduled payment amount is $3,000 and the
Scheduled Commencement date is the 15th of the month, a payment of$1,500 will be made.
Prior to entering into a Lease, Lessee shall make its own determination that the present value
of the Rent Payments does not exceed ninety percent (90%) of the value of the Assets, and
Lessor makes no representation regarding the value of the Assets in relation to the present
value of the Rent Payments due under each Schedule.
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(b) Any amounts received by Lessor from Lessee in excess of Rent Payments and any other sums
required to be paid by Lessee shall be held as non-interest bearing security for Lessee's
faithful performance under the conditions of this MOLA (and any Schedule), and applied to
reduce future Rent Payments. All Rent Payments shall be paid to Lessor at the address stated
on the Schedule or any other such place as Lessor or its assigns may hereafter direct to Lessee.
Lessee shall abide by Appendix A, Section 7C of the Contract in making payments to Lessor.
Lessor's (including its assignees') remedy for late payments is as set forth in Chapter 2251,
Texas Government Code.
(c) Lessee acknowledges and agrees, except as specifically provided for in Section 8
("Appropriation of Funds") of this MOLA and excluding claims resulting from a breach of
Lessor's obligations as set forth in this MOLA or any Schedule or of Lessee's rights under
Section 16 ("Quiet Enjoyment") hereof, that Lessee's obligation to pay Rent and other sums
payable hereunder, shall not be abated, reduced or subject to offset or diminished as a result
of any past, present or future claims Lessee may have against Lessor under this Lease.
Notwithstanding the foregoing, nothing in this Section or any other provision of this MOLA
shall affect or preclude Lessee from enforcing any and all other rights it may have against
Lessor and its assignees under this MOLA or otherwise affect any right Lessee may have
against the manufacturer or licensor of the Assets or any party other than Lessor, except that
the Lessee may not terminate a Schedule for convenience after acceptance of the Equipment
leased under that Schedule.
7. Liens.
Lessee shall keep the Assets free and clear of all levies, liens and encumbrances, and shall give
Lessor immediate notice of any attachment or other judicial process affecting any item of the
Assets.
8. Appropriation of Funds.
Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay
the Rent and other amounts due hereunder. Lessee reasonably believes that legally available funds
in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further
intends to act in good faith to do those things reasonably and lawfully within its power to obtain
and maintain funds from which the Rent may be paid. Notwithstanding the foregoing,in the event
sufficient funds are not appropriated to continue the Schedule Term for any fiscal period (as set
forth on the Schedule) of Lessee beyond the fiscal period first in effect at the commencement of
the Schedule Term, Lessee may terminate the Schedule with regard to those of the Assets on the
Schedule so affected. Lessee shall endeavor to provide Lessor with written notice sixty (60) days
prior to the end of its current Fiscal Period confirming which Assets on the Schedule will be so
affected by the termination. All obligations of Lessee to make Rent Payments due with respect to
those Assets after the end of the Fiscal Period for which such termination applies will cease, all
interests of Lessee in those Assets will terminate,Lessee shall surrender those Assets in accordance
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with Section 15 ("Option to Extend; Surrender of Assets") of this MOLA, and the applicable
Schedule shall be deemed amended. Lessee represents and warrants it has adequate funds to meet
its obligations during the first fiscal period of the Schedule Term. Lessor and Lessee intend that
the obligation of Lessee to make Rent Payments under this MOLA shall constitute a current
expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention
of any applicable constitutional or statutory limitation or requirement concerning the creation of
indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general
revenues, funds or monies of Lessee or the State of Texas, as applicable, beyond the fiscal period
for which sufficient funds have been appropriated to make Rent Payments hereunder.
9.Assignment of Warranties.
Each Schedule is intended to be a true lease and operating lease as defined in Tex. Bus. & Comm.
Code Article 2A. Lessor has acquired or will acquire the Assets in connection with this MOLA
and hereby agrees to assign to Lessee any warranties provided to Lessor with respect to the Assets
during the Term of the applicable Schedule, to the extent the warranties are assignable. Unless
Lessor is the manufacturer or is otherwise liable under the Contract, Lessor shall not be liable for
damages for any reason for any act or omission of the manufacturer of the Assets. Except as
provided in Section 24("Remedies")hereof,Lessee acknowledges that none of the following shall
relieve Lessee from the obligations under this MOLA during the Schedule Term unless due to
Lessor's acts or omissions: (i) Lessee's dissatisfaction with any unit of the Assets, (ii) the failure
of an Asset to remain in useful condition for the Schedule Term, or (iii) the loss or right of
possession of the Assets(or any part thereof)by Lessee. Lessee shall have no right,title or interest
in or to the Assets except the right to use the same upon the terms and conditions herein contained.
The Assets shall remain the sole and exclusive personal property of Lessor and not be deemed a
fixture whether or not it becomes attached to any real property of Lessee.
10. Inspection and Acceptance.
Promptly upon delivery of the Assets, Lessee will inspect and test the Assets.No later than twenty
(20)business days following its date of delivery (or, if the Assets are part of a system, the date of
last delivery of the Assets comprising the system), Lessee will execute and deliver either (i) a
Certificate of Acceptance,or(ii)written notification of any defects in the Assets. If Lessee has not
given notice within such time period, the Assets shall be deemed accepted by Lessee as of the
twentieth(20th)business day, as described above. In the event Lessee does not accept the Assets,
Lessor will promptly remove the Assets from Lessee's premises and deliver conforming Assets
within ten (10) business days thereafter. If conforming Assets are not delivered within that
timeframe, Lessee may terminate the Schedule on written notice to Lessor. Lessee's acceptance of
any Assets shall not be deemed to waive any rights Lessee may have against the manufacturer or
licensor,as applicable. Lessor and its assigns, including either of their respective agents shall have
the right to inspect the Assets upon reasonable notice to Lessee and during normal business hours
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provided that anyone who does so has first executed a non-disclosure agreement acceptable to
Lessee.
11. Installation and Delivery; Use of Assets; Repair and Maintenance.
(a) Except as set forth in this MOLA, all transportation, delivery, installation, and de-installation
costs associated with the Assets shall be borne by Lessee. Lessee shall provide a place of
installation for the Assets, which conforms to the requirements of the manufacturer and
Lessor.
(b) Subject to the terms hereof, Lessee shall be entitled to use the Assets for the conduct of its
business in compliance with all laws, rules, and regulations of the jurisdiction in which the
Assets are located. Lessee shall not use or permit the use of the Assets for any purpose for
which, according to the specification of the manufacturer, the Assets are not designed.
(c) Lessee, at its expense, shall take good and proper care of the Hardware and make all repairs
and replacements necessary to maintain and preserve the Hardware and keep the Hardware
in good order and condition (reasonable wear and tear excepted). Unless Lessor shall
otherwise consent in writing,Lessee shall,at its own expense,enter into and maintain in force
a maintenance agreement covering each Hardware unit. Lessee shall furnish Lessor with a
copy of such agreement, upon request. Lessee shall not make any alterations, additions, or
improvements, or add attachments to the Hardware without the prior written consent of
Lessor, except for additions or attachments to the Hardware leased by Lessee from Lessor or
purchased by Lessee from the manufacturer of the Hardware (or an authorized distributor of
the manufacturer) or any other person approved by Lessor. Lessee shall affix on a prominent
place on each item of Hardware any tags, decals or labels supplied by Lessor to Lessee which
describe the ownership of the Hardware. Subject to the provisions of Section 15(b) under
"Option to Extend; Surrender of Hardware and Software Assets,"Lessee agrees to restore the
Hardware to Return Condition prior to its return to Lessor.
12. Relocation of Hardware and Software.
Except as set forth on the applicable Schedule, Lessee shall at all times keep the Hardware and
Software within its exclusive possession and control. Lessee may move the Hardware or Software
to another location of Lessee within the continental United States,provided Lessee is not in default
on any Schedule and pays all costs associated with such relocation. If such relocation requires
Lessor's prior written consent, Lessee shall obtain such consent prior to relocating the Hardware
or Software, as applicable, which consent Lessor shall not unreasonably withhold.
Notwithstanding the foregoing, in those situations where consent is otherwise required, Lessee
may move the Hardware or Software to another location within Texas without notification to, or
the consent of, Lessor; provided, however, that not later than December 31 of each calendar year,
Lessee shall provide Lessor a written report detailing the total amount of Hardware and Software
at each location of Lessee as of that date, and the complete address for each location. Lessor shall
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make all filings and returns for property taxes due with respect to the Hardware and Software, and
Lessee agrees that it shall not make or file any property tax returns, including information returns,
with respect to the Hardware and Software.
13. Taxes.
Unless otherwise agreed by the parties on the applicable Schedule, Lessor will pay any Imposition
or file any forms or returns with respect thereto. Lessee shall, when billed, and with copy of
Imposition invoice(s) with respect to Assets specified on the Schedule, reimburse Lessor for such
payment. For purposes of this paragraph "Impositions" means all taxes, including personal
property taxes and fees, without pro-ration as described in the Financial Disclosure Summary
Work Sheet(Attachment 1)hereafter imposed, assessed or payable during the term of the relevant
Schedule including any extension thereof. Because the reimbursement date for an Imposition may
occur after the expiration or termination of the term of the relevant Schedule, it is understood and
agreed that Lessee's liability to reimburse for such Impositions shall survive the expiration or
termination of the term of the relevant Schedule.
14. Ownership.
The Hardware and Software shall at all times be and remain the sole and exclusive property of
Lessor, subject to the parties' rights under any applicable software license agreement. Lessee shall
have no right, title or interest in the Hardware except a leasehold interest as provided for herein.
Lessee agrees that the Hardware shall be and remain personal property and shall not be so affixed
to realty as to become a fixture or otherwise to lose its identity as the separate property of Lessor.
Upon Lessor's request, Lessee will enter into agreements necessary to ensure that the Hardware
remains the personal property of Lessor.
15. Option to Extend; Surrender of Hardware and Software Assets.
(a) Not less than ninety(90)days prior to the expiration of the initial Schedule Term,Lessor shall
notify Lessee in writing of options to extend the Schedule for continued use of the Hardware
or Software specified in that Schedule. If Lessee desires to exercise any of the options offered
by Lessor(and provided Lessee has determined that,with respect to Hardware, any extension
does not exceed seventy five percent (75%) of its economic life), Lessee shall give Lessor
irrevocable written notice of the option Lessee intends to exercise at least forty-five(45)days
before the expiration of such Schedule Term. In the event the Lease is extended for some but
not all of the Hardware and Software specified on a Schedule, the Schedule shall be updated
to reflect those changes. At the end of the Schedule Term (as well as with respect to any
Hardware and Software not extended as described immediately above), Lessee will surrender
and return the Hardware and Software to Lessor in compliance with Section 15(b) below.
(b) Except as specified otherwise herein, upon the expiration, early termination as provided
herein, or final termination of the Schedule, Lessee, at its cost and expense, shall promptly
return the Hardware, freight prepaid, to Lessor in good repair and working order, with
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reasonably unblemished physical appearance and with no defects which affect the operation
or performance of the Hardware ("Return Condition"), reasonable wear and tear excepted. If
the Hardware is not in Return Condition, Lessee shall, at its option, either restore the
Hardware (at Lessee's cost) to Return Condition or pay for the Hardware at its Stipulated
Loss Value if the Hardware is not reasonably repairable. Lessee shall arrange and pay for the
de-installation and packing of the Hardware in suitable packaging, and return the Hardware
to Lessor at the location specified by Lessor; provided, however, that such location shall be
within the United States no farther than 500 miles from the original Lessee delivery location,
unless otherwise agreed to on the applicable Schedule.At its option and expense,Lessor shall
have the right to supervise and direct the preparation of the Hardware for return. If, upon
termination or expiration of the Schedule for any reason, Lessee fails or refuses to return to
Lessor a Hardware unit or Software program specified in that Schedule or to pay Lessor the
Stipulated Loss Value for a Hardware unit, Lessee shall remain liable for Rent Payments for
that unit or program up to the date on which the unit or program is returned to the address
specified by Lessor (or on which Lessee has paid Lessor the Stipulated Loss Value). In such
event and specifically with respect to the Hardware, Lessor shall also have the right to enter
Lessee's premises or any other premises where the Hardware may be found to take possession
of and to remove the Hardware, at Lessee's sole cost and expense, without legal process.
Lessee understands that it may have a right under law to notice and a hearing prior to
repossession of the Hardware. However, as an inducement to Lessor to enter into a
transaction, but only to the extent that Lessee, if a state agency, has statutory authority to do
so,Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing
prior to such repossession by Lessor or any officer authorized by law to effect repossession
and hereby releases Lessor from all liability in connection with such repossession. Without
waiving the doctrines of sovereign immunity and immunity from suit and to the extent
authorized by the Constitution and laws of the State of Texas, Lessee's obligation to return
Hardware may, at Lessor's option, be specifically enforced by Lessor.
16. Quiet Enjoyment.
During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the
Assets as long as an Event of Default (as hereinafter defined in Section 23 ("Default") of the
MOLA) has not occurred.
17. Warranties regarding the Assets.
Lessor acknowledges that warranties made by the manufacturer or licensor of the Assets, if any,
inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly against such
manufacturer or licensor of the Assets and shall not pursue any such claim against Lessor.
18. No Warranties by Lessor regarding the Assets.
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Except as set forth in the Contract, Lessee acknowledges that Lessor is not the manufacturer or
licensor of the Hardware or Software Assets. Lessee agrees that Lessor makes no representations
or warranties of whatsoever nature, directly or indirectly, express or implied, as to the suitability,
durability, fitness for use, merchantability, condition, or quality of the Hardware or Software
Assets or any unit thereof Except to the extent Lessor is the manufacturer or licensor of the
Hardware or Software Assets, Lessee specifically waives all right to make claim against Lessor
for breach of any warranty of any kind whatsoever; and with respect to Lessor, Lessee leases the
Hardware and Software "as is". Except to the extent Lessor is the manufacturer or licensor of the
Hardware or Software Assets, Lessor shall not be liable to Lessee for any loss,damage, or expense
of any kind or nature caused directly or indirectly by any Hardware or Software leased hereunder,
or by the use or maintenance thereof, or by the repairs, service or adjustment thereto or any delay
or failure to provide any thereof, or by any interruption of service or loss of use thereof, or for any
loss of business or damage whatsoever and howsoever caused. Lessor agrees to assign to Lessee,
upon Lessee's request therefor, any warranty of a manufacturer or licensor or seller relating to the
Hardware and Software that may have been given to Lessor.
19. Risk of Loss.
Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the
entire risk of loss or damage in respect to the Hardware specified on the Schedule,whether partial
or complete,from any cause whatsoever. Lessee shall promptly notify Lessor regarding any Event
of Loss. Upon any Event of Loss, Lessee shall, at its option: (a) immediately repair the affected
Hardware so that it is in good condition and working order, (b)replace the affected Hardware with
identical equipment of at least equal value, in good condition and repair, and transfer clear title
thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30) days of
the Event of Loss, an amount equal to the Stipulated Loss Value for such affected Hardware unit,
plus any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part
of the Hardware for which the SLV is paid, a prorated amount of each Rent Payment shall abate
from the date the SLV payment is received by Lessor. The Stipulated Loss Value shall be an
amount determined as of the date of payment in accordance with the Stipulated Loss Value
Schedule attached to the applicable Schedule together with all unpaid Rent Payments which are
due and payable through the date of payment.
In the event of a governmental taking of a Hardware unit for an indefinite period or for a stated
period, which does not extend beyond the Schedule Term, all obligations of Lessee with respect
to such Hardware unit (including payment of Rent) shall continue. So long as Lessee is not in
default hereunder, Lessor shall pay to Lessee all sums received by Lessor from the government by
reason of such taking.
20. Representations and Warranties of Lessee.
1880CCC-000-REV09-10-2014(blb).docx Page 10 of 19
Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide
an opinion of counsel to the effect that, as of the time of execution of the MOLA and each
Schedule between Lessor and Lessee:
(a) Lessee is either a Texas state agency or Texas local government, as defined in Section
2054.003, Texas Government Code (including institutions of higher education as defined in
Section 2054.003 (8-a), Texas Government Code) or a state agency purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas
Government Code. Lessee has made an independent legal and management determination to
enter into this transaction;
(b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by
Lessee and constitutes a valid, legal and binding true lease and operating lease agreement of
Lessee, enforceable in accordance with its terms;
(c) No approval, consent or withholding of objection is required from any federal or other
governmental authority or instrumentality with respect to the entering into or performance by
Lessee of any Schedule between Lessor and Lessee;
(d) The entering into and performance of any Schedule between Lessor and Lessee, this MOLA
or any Schedule will not violate any judgment, order, law or regulation applicable to Lessee
or result in any breach of, or constitute a default under, or result in the creation of any lien,
charge, security interest or other encumbrance upon assets of Lessee or on the Hardware or
Software leased under any Schedule between Lessor and Lessee pursuant to any instrument
to which Lessee is a party or by which it or its assets may be bound;
(e) To the best of Lessee's knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Lessee, which if determined adversely to Lessee will have a
material adverse effect on the ability of Lessee to fulfill its obligations under the MOLA or
any Schedule between Lessor and Lessee;
(f) The use of the Assets is essential to Lessee's proper, efficient and economic operation, and
Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and
Lessee hereto written certification to that effect; and
(g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this
MOLA, (ii) the persons executing a Schedule have been duly authorized to execute the
Schedule on Lessee's behalf, (iii) all information supplied to Lessor is true and correct,
including all credit and financial information and (iv) it is able to meet all its financial
obligations, including the Rent Payments hereunder.
21. Representation and Warranties of DIR.
1880CCC-000-REV09-10-2014(b1b).docx Page 11 of 19
DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an
opinion of counsel to the effect that, as of the time of execution of the MOLA:
(a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not
provided Lessee or Lessor with any legal or management advice regarding the MOLA or any
Schedule executed pursuant thereto;
(b) This MOLA has been duly authorized,executed and delivered by DIR and constitutes a valid,
legal and binding agreement of DIR, enforceable in accordance with its terms;
(c) No approval, consent or withholding of objection is required from any federal or other
governmental authority or governmental authority or instrumentality with respect to the
entering into or performance by DIR of this MOLA;
(d) The entering into and performance of the MOLA does not violate any judgment, order, law
or regulation applicable to DIR or result in any breach of, constitute a default under, or result
in the creation of any lien, charge, security interest or other encumbrance upon assets of DIR
or on the Hardware or Software pursuant to any instrument to which DIR is a party or by
which it or its assets may be bound;
(e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting DIR, which if determined adversely to DIR will have a
material adverse effect on the ability of DIR to fulfill its obligations under the MOLA;
(f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of
the Contract; and
(g) Lessor's payment of the administrative fee to DIR shall not constitute an illegal gratuity or
otherwise violate Texas law.
22. Representations and Warranties of Lessor.
Lessor represents and warrants for the benefit of DIR and each Lessee:
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization,
is authorized to do business in Texas, and is not in default as to taxes owed to the State of
Texas and any of its political subdivisions;
(b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly
authorized, executed and delivered by Lessor and constitute valid, legal and binding
agreements of Lessor, enforceable with respect to the obligations of Lessor herein in
accordance with their terms;
1880CCC-000-REV09-10-2014(blb).docx Page 12 of 19
(c) No approval, consent or withholding of objection is required from any federal or other
governmental authority or instrumentality with respect to the entering into or performance by
Lessor of this MOLA or any Schedule;
(d) The entering into and performance of the MOLA or any Schedule will not violate any
judgment,order,law or regulation applicable to Lessor or result in any breach of,or constitute
a default under, or result in the creation of any lien, charge, security interest or other
encumbrance upon the assets of Lessor, including the Hardware or Software leased under the
MOLA and Schedules thereto, pursuant to any instrument to which Lessor is a party or by
which it or its assets may be bound;
(e) To the best of Lessor's knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Lessor, which if determined adversely to Lessor will have a
material adverse effect on the ability of Lessor to fulfill its obligations under the MOLA or
any Schedule; and
(f) Lessor acknowledges that DIR, as a government agency, is subject to the Texas Public
Information Act,and that DIR will comply with such Act, including all opinions of the Texas
Attorney General's Office concerning this Act.
23. Default.
Lessee shall be in default under a Schedule upon the occurrence of any one or more of the
following events (each an"Event of Default"): (a)nonpayment or incomplete payment by Lessee
of Rent or any other sum payable on its due date; (b) Lessee's material breach of this MOLA, any
Schedule, or any applicable software license agreement, which is not cured within thirty(30)days
after written notice thereof from Lessor; (c) Lessee's filing of any proceedings commencing
bankruptcy or the taking of other similar action by Lessee under any state insolvency or similar
law, (d) the filing of any involuntary petition against Lessee or the appointment of any receiver
not dismissed within sixty (60) days from the date of said filing or appointment; (e) subjection of
a substantial part of Lessee's property or any part of the Hardware to any levy, seizure,assignment
or sale for or by any creditor or governmental agency; or (f) any representation or warranty made
by Lessee in this MOLA, any Schedule or in any document furnished by Lessee to Lessor in
connection therewith or with the acquisition or use of the Assets being or becoming untrue in any
material respect.
24. Remedies.
(a) Lessor's Remedies.
i. Upon the occurrence of an"Event of Default," Lessor may, in its sole discretion, do any
one or more of the following:
1880CCC-000-REV09-10-2014(b1b).docx Page 13 of 19
A. after giving thirty (30) days prior written notice to Lessee of the Event of Default,
during which time Lessee shall have the opportunity to cure such Default,terminate
any or all Schedules executed by Lessor and the defaulting Lessee;
B. without Lessee and DIR waiving the doctrines of sovereign immunity and immunity
from suit, and to the extent allowed by the laws and Constitution of the State of
Texas, Lessor may proceed by appropriate court action to enforce the performance
of the terms of the Schedule;
C. after giving thirty (30) days prior written notice to Lessee of the Event of Default,
during which time Lessee shall have the opportunity to cure such Default, and
whether or not the Schedule is terminated, take possession of the Hardware and
Software wherever located,without additional demand,liability,court order or other
process of law. To the extent permitted by Texas law, Lessee hereby authorizes
Lessor, its assigns or the agents of either to enter upon the premises where such
Hardware or Software is located or cause Lessee,and Lessee hereby agrees,to return
such Hardware and Software to Lessor in accordance with the requirements of
Section 15 ("Option to Extend; Surrender of Hardware and Software Assets")
hereof;
D. by notice to Lessee, and to the extent permitted by law, declare immediately due and
payable and recover from Lessee, as liquidated damages and not as a penalty, the
sum of:
I. the present value of the Rent owed from the earlier of the last date of payment
by Lessee or the date Lessor obtains a judgment against Lessee until the end of
the Schedule Term plus, if the Hardware is not returned to or repossessed by
Lessor, the present value of the Stipulated Loss Value of the Hardware at the
end of the Schedule Term, each discounted at a rate equal to the rate used by
Lessor for business opportunity analysis;
II. without Lessee and DIR waiving the doctrines of sovereign immunity and
immunity from suit, and to the extent allowed by the laws and Constitution of
the State of Texas, costs, fees (including all attorneys' fees and court costs) and
expenses associated with collecting said sums; and
III. interest on (I) from the date of default at 1'/2% per month or portion thereof(or
the highest rate allowable by law,if less)and,on(II)from the date Lessor incurs
such fees, costs or expenses.
ii. Upon return or repossession of the Hardware, Lessor may, if it so decides in its sole
discretion, upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise
dispose of such Hardware, in such manner and upon such terms as Lessor may determine
in its sole discretion, so long as such manner and terms are commercially reasonable.
1880CCC-000-REV09-10-2014(blb).docx Page 14 of 19
Upon disposition of the Hardware, Lessor shall credit the Net Proceeds (as defined
below) to the damages paid or payable by Lessee. Proceeds upon sale of the Hardware
shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as of the
date of default. Proceeds upon a re-lease of the Hardware shall be all rents to be received
for a term not to exceed the remaining Schedule Term, discounted to present value as of
the commencement date of the re-lease at Lessor's current applicable debt rate. Without
Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit,
and to the extent allowed by the laws and Constitution of the State of Texas, "Net
Proceeds"shall be the Proceeds of sale or re-lease as determined above, less all costs and
expenses incurred by Lessor in the recovery, storage and repair of the Hardware, in the
remarketing or disposition thereof, or otherwise as a result of Lessee's default, including
any court costs and attorney's fees and interest on the foregoing at eighteen percent
(18%) per annum or the highest rate allowable by law, if less, calculated from the dates
such costs and expenses were incurred until received by Lessor. Lessee shall remain
liable for the amount by which all sums, including liquidated damages, due from Lessee
exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall
be retained by Lessor.
iii. No termination, repossession or other act by Lessor in the exercise of its rights and
remedies upon an Event or Default by Lessee shall relieve Lessee from any of its
obligations hereunder. No remedy referred to in this Section is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to above or
otherwise available to Lessor at law or in equity.
iv. Neither DIR nor non-defaulting Lessees shall be deemed in default under the MOLA or
Schedules because of the default of a particular Lessee. Lessor's remedies under this
Section 24 shall not extend to DIR and those non-defaulting Lessees.
(b) Lessee's Remedies. Lessee's sole remedy for a breach by Lessor of this MOLA or a Schedule
shall be to bring an action against Lessor for damages. On acceptance of the Equipment
leased under a Schedule, lessee waives all rights provided under Tex. Bus. & Comm. Code
§2A.508 through §2A.522.
(c) Each party agrees that any delay or failure by the other party to enforce that party's rights
under this MOLA or a Schedule does not prevent that party from enforcing its rights at a later
time.
1880CCC-000-REV09-10-2014(b1b).docx Page 15 of 19
25. Notices and Waivers.
(a) All notices relating to this MOLA shall be delivered to DIR or Lessor as specified in Section
6 of the Contract, or to another representative and address subsequently specified in writing
by the appropriate parties hereto. All notices relating to a Schedule shall be delivered in
person to an officer of Lessor or Lessee or shall be given by certified or registered mail or
overnight carrier to Lessor or Lessee at its respective address shown on the Schedule or to
another address subsequently specified in writing by the appropriate parties thereof. DIR,
Lessee,and Lessor intend and agree that a photocopy or facsimile of this MOLA or a Schedule
and all related documents, including but not limited to the Acceptance Certificate, with their
signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid,
genuine, and authentic as an original signature document for all purposes.
(b) A waiver of a specific default shall not be a waiver of any other or subsequent default. No
waiver of any provision of this MOLA or a provision of a Schedule shall be a waiver of any
other provision or matter, and all such waivers shall be in writing and executed by an officer
of the waiving party. No failure on the part of a party to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof.
26.Assignment by Lessor; Assignment or Sublease by Lessee.
(a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee
expressly assumes Lessor's obligations under this MOLA and each Schedule, Lessor may(i)
assign all or a portion of Lessor's right, title and interest in this MOLA and/or any Schedule;
(ii)grant a security interest in the right,title and interest of Lessor in the MOLA,any Schedule
and/or any Asset; and/or (iii) sell or transfer its title and interest as owner or licensor of the
Hardware and Software and/or as Lessor under any Schedule; and DIR and each Lessee
leasing Hardware under the MOLA understand and agree that Lessor's assigns may each do
the same (hereunder collectively "Assignment"). All such Assignments shall be subject to
each Lessee's rights under the Schedule(s)executed between it and Lessor and to DIR's rights
under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and DIR
hereby consent to such Assignments and agree to execute and deliver promptly such
acknowledgements,Opinions of Counsel and other instruments reasonably requested to effect
such Assignment. Lessor shall remain liable for performance under the MOLA and any
Schedule(s) executed hereunder to the extent Lessor's assigns do not perform Lessor's
obligations under the MOLA and Schedule(s) executed hereunder. Upon any such
Assignment, all references to Lessor shall also include all such assigns, whether specific
reference thereto is otherwise made herein.
(b) Lessee will not sell, assign, sublet, pledge or otherwise encumber, or permit a lien to exist on
or against any interest in this MOLA or the Assets without Lessor's prior written consent
except otherwise permitted under this MOLA; provided, however, that no such prior written
1880CCC-000-REV09-10-2014(blb).docx Page 16 of 19
consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA
to another state agency.
27. Delivery of Related Documents.
For each Schedule, Lessee will provide the following documents and information satisfactory to
Lessor: (a) Certificate of Acceptance (if Acceptance has taken place); (b) Opinion of Counsel; (c)
Financial Statements; (d) incumbency certificate; and (e) other documents specified in the
applicable Schedule as being reasonably required by Lessor.
28. Miscellaneous.
(a) Prior to delivery of any Assets,the obligations of Lessor hereunder shall be suspended to the
extent that it is hindered or prevented from performing because of causes beyond its control.
In such event, the obligation of Lessee to commence Rents for such Assets shall also be
suspended.
(b) Lessor and Lessee acknowledge that there are no agreements or understanding, written or
oral,between them with respect to the Assets,other than as set forth in this MOLA, including
the Contract, and in each Schedule to which Lessee is a signatory party. Lessor and Lessee
further acknowledge that this MOLA, including the Contract, and each Schedule to which
Lessee is a party contain the entire agreement between Lessor and Lessee and supersedes all
previous discussions and terms and conditions of any purchase orders issued by Lessee,order
acknowledgement and other forms issued by Lessor, and the like. DIR and Lessor
acknowledge that there are no agreements or understandings, written or oral, between them
other than as set forth in this MOLA and the Contract and that both contain the entire
agreement between them. The terms and conditions of this MOLA may be amended only by
written instrument executed by Lessor and DIR. The terms of a Schedule may only be
amended in a writing signed by both Lessee and Lessor.
1880CCC-000-REV09-10-2014(b1b).docx Page 17 of 19
Financial Disclosure Summary
Lease Rate Factor(s): Response Notes
Equipment Type A Please see Section 4 in Equipment
schedules 3 and 4.
Equipment Type B Please see Section 4 in Equipment
schedules 3 and 4.
Equipment Type C Please see Section 4 in Equipment
schedules 3 and 4.
How is Daily Rental calculated? N/A
Is Daily Rental invoiced separately or ❑ Yes
❑ No
rolled into monthly rental?
• N/A
❑ Yes
Is this a Step Lease?
• No
• Yes
Does this lease include software? ❑ No
• Agency
If yes, who owns the software? p Lessor
Personal Property Tax Response Notes
Estimated PPT 4.25%for 36 months and 4.75%for 48
months
❑ Agency
PPT Payment made by
• Lessor on Agency behalf
❑ Agency pays direct
❑ Lessor pays and passes invoice through
PPT calculation method
• Lessor estimates and includes
❑ Lessor sets PPT at disclosed rate
❑ N/A-Agency pays direct
If PPT rate changes, how are charge 0 N/A- Lessor pays/passes invoice through
backs or short falls handled? 0 Lessor is responsible
• Lessee is invoiced for short fall
Equipment Schedule Details Response Notes
Can Agency make decisions at asset ■ Asset level
level (extend, purchase, return)? 0 All and not less than all
• Yes
Does this ES auto extend? ❑ No
If Yes, how long? 1 month
What is the cost of the Auto extension? The current rental rate
What is the notice period? 60 days
• Yes
Are negotiated extensions FMV based? ❑ No
On FMV, can Agency select own ■ Yes
evaluator? 0 No
Is asset and lease information available • Yes
online? 0 No
End of Lease Details Response Notes
12211 Parc Crest Dr.
Where are the assets returned to? Ste. 190
Stafford TX 77477
Being added to the lease
What is the return freight cost? $13.10 a asset
as a soft cost
Lessor will provide a
ID Agency
Who pays the return freight cost? • Lessor pickup once a calendar
quarter
❑ Yes
Do I need to return original packaging? • No
If yes, what is the cost if not returned?
Do I need to return original manuals CI Yes
• No
and documentation?
If yes,what is the cost if not returned?
❑ Yes
Do I need to return software? ■ No
If yes, what is the cost if not returned?
❑ Yes
Is there an FMV purchase cost cap? ■ No
If yes, what is the cost cap percentage?
What is the cost for a lost asset? The Fair Market Value of the asset.
What is the cost for missing equipment? The Fair Market Value of the
equipment.
What is the cost for data sanitization on None
assets with memory?
What is the cost for data sanitization? None
What is the cost for on-site data
N/A
destruction?
RIDER 1 TO MASTER OPERATING LEASE AGREEMENT
(CSI Master Lease Reference No. 1880CCC)
CSI Leasing, Inc. ("Lessor")and the State of Texas, acting through the Department of Information
Resources ("DIR") are parties to a Contract for Services # DIR-SDD-1880. Lessor and CITY OF
CORPUS CHRISTI ("Lessee") desire to lease various computer equipment and other personal
property and in order to do so adopt the terms and conditions of the Master Operating Lease
Agreement attached as Appendix E to DIR Contract #DIR-SSD-1880, as amended by this Rider
1.
Notwithstanding anything to the contrary contained in the Master Operating Lease
Agreement, and in consideration of the mutual promises, covenants, and conditions contained in
the Master Operating Lease Agreement and contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1. Controlling Terms. The Master Operating Lease Agreement attached hereto as Exhibit
"A" (the "MOLA") is incorporated herein as if signed by Lessor and Lessee. Any revisions or
amendments to the online version of the Master Operating Lease Agreement available at the DIR
website will not be effective between the Lessor and Lessee. This Rider 1 shall become a part of
the MOLA and shall be read together with the MOLA as one single document with respect to
Schedules between Lessor and Lessee. The terms and provisions set forth in this Rider 1 shall
control when there is a conflict between these terms and provisions and the terms and provisions
set forth in the MOLA. Terms and provisions which are not addressed in this Rider 1 shall be as
set forth in the MOLA.
2. Section 2. Lease. The following is added to the end of subsection(d): "To the extent that
any of the provisions of the MOLA conflict with any of the terms contained in any Rider,the terms
of the Rider shall control."
3 Section 15 Option to Extend; Surrender of Hardware and Software Assets. The
following is added to the end of subsection (b): "If a Schedule is terminated pursuant to the
provisions of Section 8 ("Appropriation of Funds") of this MOLA, Lessee's obligations for
payments due under this Section after the end of the Fiscal Period for which the termination applies
are subject to appropriation."
4. Section 26. Assignment by Lessor; Assignment or Sublease by Lessee: The following
is added to the end of subsection (a): "Notwithstanding the foregoing, an assignee under an
Assignment provided for under subparagraph(ii)of this subsection(the grant of a security interest
in the right, title and interest of Lessor in the MOLA, any Schedule and/or an Asset) does not
assume Lessor's obligations under this MOLA or any Schedule."
1880CCC-000-REV09-10-2014(blb).docx Page 1 of 2
5. The following are added as Sections 29 through 31:
29. Credit Approval: Lessor's performance of its obligations under any Schedule is
conditioned upon Lessor's final credit approval.
30. Interest Rate Contingency for SmartTrack Schedules: Certain Schedules may
contain an unknown quantity of Equipment that installs over a period of time,with Lease
Rate Factors used to determine the Rent Payment. Such Schedules may be referred to as
a SmartTrack Schedule.The Lease Rate Factor(s)specified in each SmartTrack Schedule
are based upon the yield to maturity of U.S. Treasury notes maturing on a date closest to
the end of the Schedule Term(the"Treasury Yield"). The applicable Treasury Yield will
be set forth in each SmartTrack Schedule. If, on the first day of the Schedule Term,the
then current Treasury Yield exceeds the Treasury Yield set forth in the SmartTrack
Schedule, then the Lease Rate Factor(s) shall be increased by .0001 for each 25 basis
points by which the then current Treasury Yield exceeds the Treasury Yield set forth in
the SmartTrack Schedule. The Lease Rate Factor(s)will be increased only until the then
current Treasury Yield exceeds the current Treasury Yield by 300 basis points. Any
increases in the Treasury Yield in excess of 300 basis points will have no further effect
on the Lease Rate Factor(s). Increases of the Treasury Yield by increments of less than
25 basis points will have no effect on the Lease Rate Factor(s).
31. Governing Law: This MOLA shall be governed by,and construed and interpreted
under,the laws of the state of Texas.
6. This Rider and each Schedule executed in conjunction thereto will be binding on
Lessor when signed by one of the following duly authorized officers of CSI Leasing, Inc.:
Lorraine S. Cherrick Executive Vice President and General Counsel
Joan M. Kersting Senior Vice President and Associate General Counsel
Frederic K. O'Neal Executive Vice President and Co-CFO and Treasurer '' 11 �
VA�,`-F 14.-iuniOR1ZE1.
Janine Todd Vice President 10\
LESSOR: LESSEE:
404
CSI LEASING, INC. CITY OF CORPU RISTash-
I
wow
Signature: 9556.{Mil/V-16 Signature: , IMP
Printed Name: Printed Name: U 5-
Title: SENIOR VICE PRESIDENT& Title: pts°hal
Date: SEP 10 2014 Date: 161,974-
1.4
('
All e •d as to form: or ��
//,
ASST t City Attsrney
1880CCC-000-REV09-10-2014(blb).docx For City Attorney 14„lit f
ATTEST:
REBECCA HUERTA
CITY SECRETARY
a CSI LEASING NON-ORIGINAL
the power of experience No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
MASTER SMARTTRACK SCHEDULE NO.3 dated as of September 10,2014
LESSOR: LESSEE: CITY OF CORPUS CHRISTI
1201 Leopard Street
CSI LEASING,INC. Corpus Christi, Texas 78401
Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and
conditions of Rider 1 to Master Operating Lease Agreement between Lessor and Lessee,and the Master Operating
Lease Agreement attached as Appendix E to DIR-SDD-1880 to the extent incorporated in Rider 1, are hereby
incorporated herein and made a part hereof Rider 1 and the Master Operating Lease Agreement are referred to
herein as the"MOLA"or the"Master Lease"and are assigned a CSI Master Lease Reference No. 1880CCC.
1. Equipment Schedules: This Master SmartTrack Schedule covers the lease to Lessee by Lessor of various
Assets(referred to individually as an Asset or a Unit)that are to be installed at Lessee's facility from September 1,
2014 to September 1, 2015. Lessee wants the Assets to be divided among 12 separate Equipment Schedules(the
"Leases"). The number, Schedule Term and installation period for each separate Lease is set forth in Paragraph 2
below.All the terms and conditions of this Master SmartTrack Schedule 3 shall apply to the Leases,but Lessee and
Lessor will not be required to sign separate Equipment Schedules for each of the Leases. On the first day of the
Schedule Term of each Lease,or as soon thereafter as is reasonably practicable,a Certificate of Acceptance will be
prepared for the applicable installation period,which Certificate will verify the quantities and serial numbers of the
Assets,the Acceptance Date(s),the Monthly Rental per Unit, and the total Monthly Rental for each Lease.
2. Schedule Term; Installation Dates: The Schedule Term of each Equipment Schedule shall start on the
dates set forth below and shall continue for 36 months. The Schedule Term of each Equipment Schedule shall
automatically be extended for successive one month periods thereafter at the same Monthly Rental until terminated
by either party giving the other not less than 60 days prior notice, such termination to be effective only on the last
day of the Schedule Term or on the last day of any successive one month period.
EQUIPMENT SCHEDULE LAST DAY OF
INSTALLATION SCHEDULE
SCHEDULE COMMENCEMENT SCHEDULE
NUMBER PERIOD TERM DATE TERM
301 September 1,2014 through 36 months October 1,2014 September 30,2017
September 30,2014
302 October 1, 2014 through 36 months November 1, 2014 October 31, 2017
October 31, 2014
303 November 1,2014 through 36 months December 1, 2014 November 30,2017
November 30, 2014
304 December 1, 2014 through 36 months January 1, 2015 December 31, 2017
December 31, 2014
305 January 1, 2015 through 36 months February 1, 2015 January 31,2018
January 31, 2015, 2014
306 February 1, 2015 through 36 months March 1, 2015 February 28,2018
February 28, 2015
1880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 1 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926913244685142 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
307 March 1,2015 through 36 months April 1,2015 March 31, 2018
March 31, 2015
308 April 1, 2015 through 36 months May 1, 2015 April 30, 2018
April 30,2015
309 May 1, 2015 through May 36 months June 1,2015 May 31,2018
31, 2015
310 June 1,2015 through June 36 months July 1, 2015 June 30,2018
30,2015
311 July 1, 2015 through July 36 months August 1, 2015 July 31, 2018
31, 2015
312 August 1, 2015 through 36 months September 1,2015 August 31,2018
August 31,2015
3. Assets Location: To be provided by Lessee on installation.
4. Assets:
DESCRIPTION MONTHLY LEASE RATE
(The Assets must be new and current technology.) FACTOR PER UNIT
Cisco Networking Equipment; 0.0272 times Unit cost
Large Servers(HP and IBM only,with a cost greater than$75,000 per Unit);
POS Terminals
Notebook PCs and Tablets(excluding iPad 2s and Ruggedized PCs); 0.0276 times Unit cost
Desktop PCs(with a cost less than$1,000 per Unit);
Monitors and All-In-One PCs;
Mid-sized Servers/Workstations(HP and IBM only,with a cost greater than$35,000 and
less than$75,000 per Unit)
Disk Storage(EMC,IBM,Network Appliance); 0.0276 times Unit cost
Networking Equipment;
Handheld Scanners;
Video Conferencing
Small Servers/Blade Servers/Workstations(with a cost of$1,000 to$35,000 per Unit); 0.0288 times Unit cost
Disk Storage(HP,HDS,Nimble or other approved manufacturers);
Printers,Multifunction Printers,and Copiers;
Ruggedized PCs(e.g.Panasonic Toughbooks);
Miscellaneous standalone hardware with its own serial number,e.g. Scanners and Smart
Phones
Miscellaneous hardware without its own serial number or a relation to other Units on this 0.0305 times Unit cost
Lease(e.g.Cards,Memory,Modems)
5. Quantities; Lessor's Purchase of Assets:
a) The Total Cost of the SmartTrack Schedule (Hardware, Software and other costs) for all the Leases
arising from this Master SmartTrack Schedule and from Master SmartTrack Schedule No. 4 is not to exceed
I880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 2 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926013244685142
www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
$1,500,000.00,combined. If Lessee wants a Lease to cover additional costs,Lessor, in its sole discretion,may pay
such additional costs.
b) As Lessee determines the quantities of Assets it requires, Lessee shall have the applicable vendor send
to Lessor invoices which will reference this Master SmartTrack Schedule and which will specify machine type(s),
quantities, location(s), sales price, and serial number(s) of the Assets ordered by Lessee, or by Lessor at Lessee's
request. Upon receipt of each properly prepared invoice, Lessor shall remit the sales price to the vendor. Lessor
shall be entitled to rely upon the authority of any Lessee employee to approve purchases of Assets on behalf of
Lessee unless and until such time as an officer of Lessee notifies Lessor to the contrary.
c) Lessor is not liable for any failure or delay in delivery caused by the manufacturer,vendor or any other
party or condition not within Lessor's control.Lessee agrees that if any Assets have not been delivered and accepted
by Lessee before September 1, 2015, Lessor shall have no obligation to lease those Assets to Lessee and Lessee
shall assume any purchase obligations for such Assets from the applicable vendor, or if Lessor has paid for such
Assets,purchase such Assets from Lessor within 5 days after Lessor's request to do so,for a price equal to Lessor's
cost of such Assets plus any applicable sales tax on such sale.
6. Software and Other Costs: In consideration of Lessee's entering into this Master SmartTrack Schedule,
Lessor shall pay fees on Lessee's behalf for various operating and/or application Software so that Lessee may use
such Software in connection with the Assets. Lessor may also pay other costs related to the Assets, including but
not limited to maintenance services, on Lessee's behalf. Lessee shall reimburse Lessor for such costs by making a
monthly payment to Lessor equal to .0294(the "Soft Cost Factor")times the cost of the applicable Software fee or
other costs,which monthly payment amount will be assigned to Assets and treated as additional rental for the lease
of such Assets. The total amount of Software and other costs will not exceed 20% of the Total Cost of the
SmartTrack Schedule, without Lessor's prior written consent. Because Lessor makes payments as invoices are
received throughout the installation period, the percent of Software and other costs to the Total Cost of the
SmartTrack Schedule is generally not known until the final reconciliation of the SmartTrack Schedule. If Lessor
determines that the total amount of Software and other costs exceed 20% of the Total Cost of the SmartTrack
Schedule, Lessor shall have the option to exclude the excess Software and other costs from this SmartTrack
Schedule and Lessee agrees to reimburse Lessor for such amounts.
7. Rent Payments; Daily Rental:
a) Lessee shall pay Rent Payments monthly("Monthly Rental")in advance,with the first payment due on
the applicable Schedule Commencement Date, and the remaining payments due on the first day of each month
thereafter. Monthly Rental per Asset will equal the "Monthly Lease Rate Factor" for that Asset, multiplied by the
Asset's cost,plus any additional rental for soft costs as set forth in paragraph 6 above.
b) Lessee shall pay no daily rental or pro-rated rental for Assets on this Master SmartTrack Schedule.
8. Interest Rate Contingency: The Lease Rate Factors specified herein are based upon the 3 year interest rate
swap derived from the column entitled"Week Ending"(for the most recent week) set forth in the Federal Reserve
Statistical Release H.15 (519) (the "Rate Swap"); the Rate Swap benchmark is .87%. Lessor intends to obtain a
fixed-rate,non-recourse loan,using only the Equipment and the Lease as collateral(the "Loan"). If,at the time the
Loan is closed,the then current Rate Swap exceeds .87%,then the Lease Rate Factor(s)shall be increased by.0001
for each 25 basis points by which the then current Rate Swap exceeds the current Rate Swap of.87%. The Lease
Rate Factor(s)will be increased only until the then current Rate Swap exceeds the benchmark Rate Swap by 300
1880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 3 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926013244685142 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
basis points. Any increases in the Rate Swap in excess of 300 basis points will have no further effect on the Lease
Rate Factors. Increases of the Rate Swap by increments of less than 25 basis points will have no effect on the Lease
Rate Factors.
9. Stipulated Loss Value: The Stipulated Loss Value of the Assets will equal a percentage, as set forth in the
table below, of the Base Value of the Assets. If there is a loss of less than all of the Assets listed on the Equipment
Schedule, the Stipulated Loss Value shall be allocated to the Assets lost in the same proportion as the Monthly
Rental per Asset for the lost Assets bears to the Monthly Rental for all Assets listed on the SmartTrack Schedule.
Because the actual quantity of Assets is unknown, a dollar amount Base Value is currently unknown.
However,the parties agree that a specific dollar amount Base Value will be set forth in the Certificate of Acceptance
referred to above. If an Asset is lost prior to the time the Certificate of Acceptance is prepared,the Base Value will
equal the cost of the Asset, plus any associated soft costs.
MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS
PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT
MADE OF BASE VALUE) MADE OF BASE VALUE) MADE OF BASE VALUE)
0 110.0% 13 80.0% 25 54.9%
1 107.6 14 77.7 26 53.0
2 105.3 15 75.6 27 51.1
3 102.9 16 73.4 28 49.3
4 100.6 17 71.2 29 47.5
5 98.2 18 69.1 30 45.7
6 95.9 19 67.0 31 43.9
7 93.6 20 64.9 32 42.2
8 91.3 21 62.9 33 40.5
9 89.0 22 60.8 34 38.9
10 86.7 23 58.8 35 37.3
11 84.4 24 56.9 36 and thereafter 35.0
12 82.2
10. Serial Number Substitution:
a)Lessee may replace any Asset with an identical or improved specification machine(a"Substitute Unit")
as a result of a warranty replacement or other mechanical defect, or a casualty loss situation. Lessee must notify
Lessor of the replacement serial number and configuration of the Substitute Unit.
b)In addition to the circumstances set forth in(a)above,upon expiration of the Schedule Term,(i)provided
no event has occurred that, with or without notice or the passage of time or both, would constitute an Event of
Default, and (ii) in consideration of Lessee's performance of all of its obligations under the Lease, Lessee may
choose to return desktop PC, laptop PC, or PC monitor units with serial numbers other than those listed in the
Certificate of Acceptance only upon the following conditions: the Substitute Units must be (1) of an identical or
improved configuration as the units being replaced, (2) in the condition required by section 15(b) of the Master
Lease Agreement, and(3) owned by Lessee. Lessee must give Lessor written notice of the serial numbers of the
Substitute Units along with a detailed list of which serial numbers they are replacing prior to their return to Lessor
or else Lessor may decline to accept Substitute Units. Lessee hereby represents and warrants to Lessor that,upon
delivery of any Substitute Units to Lessor, Lessee will be the absolute owner of the Substitute Units;the Substitute
Units will be free and clear of all liens, charges and encumbrances; and Lessee will have full right, power and
authority to transfer to Lessor title to the Substitute Units.
11. Essential Use: Pursuant to Section 20(f) of the MOLA, Lessee certifies that the use of the Assets is
essential to Lessee's proper, efficient and economic operation. The Assets will be used by Lessee for the purpose
1880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 4 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926013244685142 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
of performing one or more of Lessee's governmental functions consistent with the permissible scope of Lessee's
authority and not in any trade or business carried on by any person other than Lessee. Lessee shall provide an
Essential Use/Source of Funds letter in a form and substance acceptable to Lessor.
12. Opinion of Counsel: Lessor's performance hereunder is conditioned on receipt of an opinion of counsel
for Lessee in a form and substance acceptable to Lessor.
13. Technological Upgrade: If Lessee is not in default under the Lease at such time as Lessee desires to
upgrade the Assets,Lessee may notify Lessor of its desire to upgrade the Assets with technologically more advanced
equipment("Upgrade Equipment"). In the event Lessor receives such notice, it agrees to negotiate in good faith to
enter into a new lease or leases for the Upgrade Equipment upon mutually agreeable terms and conditions, and to
terminate the rental obligations of the Assets upon the Commencement Date of the lease or leases for the Upgrade
Equipment, provided that the termination of rental obligations shall not be effective unless the Secured Party and
Assignee, if any,gives its written consent thereto. Lessee understands,however,that a breach by Lessor under this
paragraph shall in no way release the Lessee from or affect the Lessee's obligations to continue making rental
payments to any Secured Party or Assignee.
14. Personal Property Tax: Lessor shall pay the personal property taxes assessed for the Assets under each
Lease, in a total amount for the entire Schedule Term including any extension thereof, not to exceed 4.25% of
Lessor's total acquisition cost for the Assets (hardware costs only) under the applicable Lease. Lessee shall be
responsible for payment of all amounts due in excess of Lessor's payment amount. (For example, if the total
acquisition cost for the hardware on a Lease is $100,000.00, Lessor's liability for personal property tax during the
entire Schedule Term and any extension thereof will not exceed $4,250.00, and Lessee will reimburse Lessor for
any amount in excess of$4,250.00).
15. Purchase Option: Provided Lessee is not then in default under the Lease, Lessee may, on the last day of
the Schedule Term, upon no less than 60 days prior written notice to Lessor, purchase the Assets at its then current
fair market value. In the event that Lessee and Lessor cannot agree on fair market value, then fair market value
shall equal the average of three appraisals obtained from three members of the Association of Service and Computer
Dealers International,the first member to be chosen by Lessor,the second member to be chosen by Lessee,and the
third member to be chosen by the first two members. Lessee may not unilaterally revoke its exercise of this option.
If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease control.
16. Extension Option: Provided Lessee is not then in default under the Lease, Lessee may, on the last day of
the Schedule Term, upon no less than 60 days prior written notice to Lessor, extend the Lease at the then current
fair market rental rate. In the event that Lessee and Lessor cannot agree on fair market value,then fair market value
shall equal the average of three appraisals obtained from three members of the Association of Service and Computer
Dealers International,the first member to be chosen by Lessor,the second member to be chosen by Lessee,and the
third member to be chosen by the first two members. Lessee may not unilaterally revoke its exercise of this option.
If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease control.
17. Return of Assets: Provided Lessee is not then in Default under the Lease, Lessor's subsidiary Executive
Personal Computers Inc. ("EPC") will schedule a pickup of the Assets from Lessee, including wrapping and
packing.EPC will schedule one pickup per month,from one Lessee location,for the Assets leased under this Master
SmartTrack Schedule and under Master SmartTrack Schedule 4. Lessee will be liable for Monthly Rental until the
Assets are picked up by EPC. If any of the Assets are not ready and returned during this one-time pick up, Lessee
1880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 5 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926013244685142 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
will arrange for the return of such Assets at its expense,and Lessee will be liable for Monthly Rental for such Assets
until they are returned to Lessor. Lessee wants to pay for this service over the term of the Lease, rather than in a
lump sum. Accordingly, a cost of$13.10 per Asset will be added to the Lease as a Soft Cost under the provisions
of paragraph 6 above.
18. Financing Statement: A photocopy of this Master SmartTrack Schedule, the Certificates of Acceptance,
and any exhibits or addenda hereto,may be filed as a precautionary Uniform Commercial Code Financing Statement
to evidence Lessor's interest in the Assets.
AT LESSOR'S OPTION,THIS SMARTTRACK SCHEDULE SHALL NOT BE EFFECTIVE UNLESS SIGNED
BY LESSEE AND RETURNED TO LESSOR ON OR BEFORE SEPTEMBER 17,2014.
CSI LEASING, INC. CITY OF CORPU` ' 111111)
Signature: .d Q•� •�:,-� Signature:
Printed Name: Printed Name: _ S • S. (1 'BSc
Title: EXECUTIVE VICE PRESIDENT Title:
&GENERAL COUNSEL
Date: SEP 1 0 2014 Date: 0/9te//z/
BWG/HOUS
Apsrov.ed as to form: MI—
dp ., I/
Assiut City Attorney
For City Attorney
1880CCC-003-REV09-10-14(blb) CSI LEASING, INC.
Page 6 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
52291367/3926013244685142 WWW.csileasing.com
ESSENTIAL USE/SOURCE OF FUNDS LETTER
RE: SmartTrack Schedule Number 3 to CSI Master Lease Reference No. 1880CCC, (collectively, hereinafter the"Lease")by and
between CSI LEASING, INC.("Lessor")and CITY OF CORPUS CHRISTI("Lessee")
Ladies and Gentlemen:
This letter confirms and affirms that the Assets described in the Lease is essential to the function of the undersigned or to the service
we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for the purpose of performing one
or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, such
Equipment was selected by us to be used as follows(please include any specific department that may be its primary user): To
support Information Technology, Computer Applications,and Hardware Infrastructure for all City of Corpus Christi departments .
Are the assets replacement, upgrade, additional or new to the department? Yes,to all three.
If replacement, how old is the existing equipment? It varies from 2 to 10 years depending on specific life cycle. The maiority of
items will be 3 or 4 years old.
The estimated useful life of such Assets based upon manufacturer's representations and our projected needs is 2 to 10 years.
Our source of funds for payments of the rent due under the Lease for the current fiscal year is City budgeted funds.
We expect and anticipate adequate funds to be available for all future payments of rent due after the current fiscal year for the following
reasons: City budgeted funds.
Have you or do you intend to issue more than$10 million in tax-exempt debt during the current year? Yes.
Are you self insured[Yes/No] Yes . If"Yes"please provide details of your self-insurance program including a copy of the
authorizing statute.
LESSEE: OF C •ISTI
By:X 4_, Al
_ -ax--c------
Name: 1 '5.A.. 4')1 ' b
Title:,4 ci' t t -1y Mi is Gr
Date: U(�]/Ilwr3/ 2014
FEIN: 1`T (_ lV 0 Oo5 I
4-
1880CCC-003-RE V09-10-2014(blb)
CSI LEASING the power of experience NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
MASTER SMARTTRACK SCHEDULE NO.4 dated as of September 10,2014
LESSOR: LESSEE: CITY OF CORPUS CHRISTI
1201 Leopard Street
CSI LEASING,INC. Corpus Christi, Texas 78401
Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and
conditions of Rider 1 to Master Operating Lease Agreement between Lessor and Lessee,and the Master Operating
Lease Agreement attached as Appendix E to DIR-SDD-1880 to the extent incorporated in Rider 1, are hereby
incorporated herein and made a part hereof. Rider 1 and the Master Operating Lease Agreement are referred to
herein as the"MOLA"or the"Master Lease"and are assigned a CSI Master Lease Reference No. 1880CCC.
1. Equipment Schedules: This Master SmartTrack Schedule covers the lease to Lessee by Lessor of various
Assets(referred to individually as an Asset or a Unit)that are to be installed at Lessee's facility from September 1,
2014 to September 1, 2015. Lessee wants the Assets to be divided among 12 separate Equipment Schedules(the
"Leases"). The number, Schedule Term and installation period for each separate Lease is set forth in Paragraph 2
below.All the terms and conditions of this Master SmartTrack Schedule 3 shall apply to the Leases,but Lessee and
Lessor will not be required to sign separate Equipment Schedules for each of the Leases. On the first day of the
Schedule Term of each Lease, or as soon thereafter as is reasonably practicable,a Certificate of Acceptance will be
prepared for the applicable installation period,which Certificate will verify the quantities and serial numbers of the
Assets,the Acceptance Date(s),the Monthly Rental per Unit, and the total Monthly Rental for each Lease.
2. Schedule Term; Installation Dates: The Schedule Term of each Equipment Schedule shall start on the
dates set forth below and shall continue for 48 months. The Schedule Term of each Equipment Schedule shall
automatically be extended for successive one month periods thereafter at the same Monthly Rental until terminated
by either party giving the other not less than 60 days prior notice, such termination to be effective only on the last
day of the Schedule Term or on the last day of any successive one month period.
EQUIPMENT SCHEDULE LAST DAY OF
INSTALLATION SCHEDULE
SCHEDULE PERIOD TERM COMMENCEMENT SCHEDULE
NUMBER DATE TERM
401 September 1,2014 through 48 months October 1,2014 September 30,2018
September 30,2014
402 October 1, 2014 through 48 months November 1,2014 October 31,2018
October 31,2014
403 November 1, 2014 through 48 months December 1,2014 November 30, 2018
November 30, 2014
404 December 1,2014 through 48 months January 1, 2015 December 31,2018
December 31, 2014
405 January 1,2015 through 48 months February 1, 2015 January 31, 2019
January 31, 2015
406 February 1, 2015 through 48 months March 1, 2015 February 28, 2019
February 28,2015
407 March 1, 2015 through 48 months April 1, 2015 March 31, 2019
March 31, 2015
I880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 1 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
80253243/90948879/24560256 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
408 April 1,2015 through 48 months May 1, 2015 April 30, 2019
April 30, 2015
409 May 1, 2015 through May 48 months June 1,2015 May 31, 2019
31, 2015
410 June 1,2015 through June 48 months July 1, 2015 June 30,2019
30, 2015
411 July 1, 2015 through July 48 months August 1, 2015 July 31,2019
31,2015
412 August 1, 2015 through 48 months September 1, 2015 August 31, 2019
August 31, 2015
3. Assets Location: To be provided by Lessee on installation.
4. Assets:
DESCRIPTION MONTHLY LEASE RATE
(The Assets must be new and current technology.) FACTOR PER UNIT
Cisco Networking Equipment; 0.0224 times Unit cost
Large Servers(HP and IBM only,with a cost greater than$75,000 per Unit);
POS Terminals
Notebook PCs and Tablets(excluding iPad 2s and Ruggedized PCs); 0.0227 times Unit cost
Desktop PCs(with a cost less than$1,000 per Unit);
Monitors and All-In-One PCs;
Mid-sized Servers/Workstations(HP and IBM only,with a cost greater than$35,000 and
less than$75,000 per Unit)
Disk Storage(EMC,IBM,Network Appliance); 0.0227 times Unit cost
Networking Equipment;
Handheld Scanners;
Video Conferencing
Small Servers/Blade Servers/Workstations(with a cost of$1,000 to$35,000 per Unit); 0.0231 times Unit cost
Disk Storage(HP,HDS,Nimble or other approved manufacturers);
Printers,Multifunction Printers,and Copiers;
Ruggedized PCs(e.g.Panasonic Toughbooks);
Miscellaneous standalone hardware with its own serial number,e.g. Scanners and Smart
Phones
Miscellaneous hardware without its own serial number or a relation to other Units on this 0.0236 times Unit cost
Lease(e.g.Cards,Memory,Modems)
5. Quantities; Lessor's Purchase of Assets:
a) The Total Cost of the SmartTrack Schedule (Hardware, Software and other costs) for all the Leases
arising from this Master SmartTrack Schedule and from Master SmartTrack Schedule No. 3 is not to exceed
$1,500,000.00,combined. If Lessee wants a Lease to cover additional costs, Lessor, in its sole discretion,may pay
such additional costs.
1880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 2 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
89253243/98948879/24568256 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
b) As Lessee determines the quantities of Assets it requires, Lessee shall have the applicable vendor send
to Lessor invoices which will reference this Master SmartTrack Schedule and which will specify machine type(s),
quantities, location(s), sales price, and serial number(s) of the Assets ordered by Lessee, or by Lessor at Lessee's
request. Upon receipt of each properly prepared invoice, Lessor shall remit the sales price to the vendor. Lessor
shall be entitled to rely upon the authority of any Lessee employee to approve purchases of Assets on behalf of
Lessee unless and until such time as an officer of Lessee notifies Lessor to the contrary.
c) Lessor is not liable for any failure or delay in delivery caused by the manufacturer,vendor or any other
party or condition not within Lessor's control.Lessee agrees that if any Assets have not been delivered and accepted
by Lessee before September 1, 2015, Lessor shall have no obligation to lease those Assets to Lessee and Lessee
shall assume any purchase obligations for such Assets from the applicable vendor, or if Lessor has paid for such
Assets,purchase such Assets from Lessor within 5 days after Lessor's request to do so,for a price equal to Lessor's
cost of such Assets plus any applicable sales tax on such sale.
6. Software and Other Costs: In consideration of Lessee's entering into this Master SmartTrack Schedule,
Lessor shall pay fees on Lessee's behalf for various operating and/or application Software so that Lessee may use
such Software in connection with the Assets. Lessor may also pay other costs related to the Assets, including but
not limited to maintenance services, on Lessee's behalf. Lessee shall reimburse Lessor for such costs by making a
monthly payment to Lessor equal to .0226 (the "Soft Cost Factor")times the cost of the applicable Software fee or
other costs,which monthly payment amount will be assigned to Assets and treated as additional rental for the lease
of such Assets. The total amount of Software and other costs will not exceed 20% of the Total Cost of the
SmartTrack Schedule, without Lessor's prior written consent. Because Lessor makes payments as invoices are
received throughout the installation period, the percent of Software and other costs to the Total Cost of the
SmartTrack Schedule is generally not known until the final reconciliation of the SmartTrack Schedule. If Lessor
determines that the total amount of Software and other costs exceed 20% of the Total Cost of the SmartTrack
Schedule, Lessor shall have the option to exclude the excess Software and other costs from this SmartTrack
Schedule and Lessee agrees to reimburse Lessor for such amounts.
7. Rent Payments; Daily Rental:
a) Lessee shall pay Rent Payments monthly("Monthly Rental") in advance,with the first payment due on
the applicable Schedule Commencement Date, and the remaining payments due on the first day of each month
thereafter. Monthly Rental per Asset will equal the "Monthly Lease Rate Factor" for that Asset, multiplied by the
Asset's cost,plus any additional rental for soft costs as set forth in paragraph 6 above.
b) Lessee shall pay no daily rental or pro-rated rental for Assets on this Master SmartTrack Schedule.
8. Interest Rate Contingency: The Lease Rate Factors specified herein are based upon the 4 year interest rate
swap derived from the column entitled"Week Ending"(for the most recent week) set forth in the Federal Reserve
Statistical Release H.15 (519) (the "Rate Swap"); the Rate Swap benchmark is 1.24%. Lessor intends to obtain a
fixed-rate,non-recourse loan,using only the Equipment and the Lease as collateral(the "Loan"). If, at the time the
Loan is closed, the then current Rate Swap exceeds 1.24%, then the Lease Rate Factor(s) shall be increased by
.0001 for each 25 basis points by which the then current Rate Swap exceeds the benchmark Rate Swap of 1.24%.
The Lease Rate Factor(s)will be increased only until the then current Rate Swap exceeds the current Rate Swap by
300 basis points. Any increases in the Rate Swap in excess of 300 basis points will have no further effect on the
Lease Rate Factors. Increases of the Rate Swap by increments of less than 25 basis points will have no effect on
the Lease Rate Factors.
1880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 3 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
88253243/98948879/24566256 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
9. Stipulated Loss Value: The Stipulated Loss Value of the Assets will equal a percentage, as set forth in the
table below, of the Base Value of the Assets. If there is a loss of less than all of the Assets listed on the Equipment
Schedule, the Stipulated Loss Value shall be allocated to the Assets lost in the same proportion as the Monthly
Rental per Asset for the lost Assets bears to the Monthly Rental for all Assets listed on the SmartTrack Schedule.
Because the actual quantity of Assets is unknown, a dollar amount Base Value is currently unknown.
However,the parties agree that a specific dollar amount Base Value will be set forth in the Certificate of Acceptance
referred to above. If an Asset is lost prior to the time the Certificate of Acceptance is prepared,the Base Value will
equal the cost of the Asset,plus any associated soft costs.
MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS
PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT
MADE OF BASE VALUE) MADE OF BASE VALUE) MADE OF BASE VALUE)
0 110.0% 17 77.0 33 48.5
1 108.1 18 75.1 34 46.9
2 106.1 19 73.2 35 45.3
3 104.2 20 71.4 36 43.7
4 102.2 21 69.5 37 42.1
5 100.3 22 67.7 38 40.6
6 98.3 23 65.8 39 39.1
7 96.3 24 64.0 40 37.7
8 94.4 25 62.2 41 36.2
9 92.4 26 60.4 42 34.8
10 90.5 27 58.7 43 33.4
11 88.6 28 56.9 44 32.1
12 86.6 29 55.2 45 30.7
13 84.7 30 53.5 46 29.5
14 82.8 31 51.8 47 28.2
15 80.8 32 50.1 48 and thereafter 27.0
16 78.9
10. Serial Number Substitution:
a)Lessee may replace any Asset with an identical or improved specification machine(a"Substitute Unit")
as a result of a warranty replacement or other mechanical defect, or a casualty loss situation. Lessee must notify
Lessor of the replacement serial number and configuration of the Substitute Unit.
b)In addition to the circumstances set forth in(a)above,upon expiration of the Schedule Term,(i)provided
no event has occurred that, with or without notice or the passage of time or both, would constitute an Event of
Default, and (ii) in consideration of Lessee's performance of all of its obligations under the Lease, Lessee may
choose to return desktop PC, laptop PC, or PC monitor units with serial numbers other than those listed in the
Certificate of Acceptance only upon the following conditions: the Substitute Units must be (1) of an identical or
improved configuration as the units being replaced, (2) in the condition required by section 15(b) of the Master
Lease Agreement, and (3) owned by Lessee. Lessee must give Lessor written notice of the serial numbers of the
Substitute Units along with a detailed list of which serial numbers they are replacing prior to their return to Lessor
or else Lessor may decline to accept Substitute Units. Lessee hereby represents and warrants to Lessor that,upon
delivery of any Substitute Units to Lessor, Lessee will be the absolute owner of the Substitute Units;the Substitute
Units will be free and clear of all liens, charges and encumbrances; and Lessee will have full right, power and
authority to transfer to Lessor title to the Substitute Units.
11. Essential Use: Pursuant to Section 20(f) of the MOLA, Lessee certifies that the use of the Assets is
essential to Lessee's proper, efficient and economic operation. The Assets will be used by Lessee for the purpose
1880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 4 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
89253243/98948879/24568256 wwW.CSileaSing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
of performing one or more of Lessee's governmental functions consistent with the permissible scope of Lessee's
authority and not in any trade or business carried on by any person other than Lessee. Lessee shall provide an
Essential Use/Source of Funds letter in a form and substance acceptable to Lessor.
12. Opinion of Counsel: Lessor's performance hereunder is conditioned on receipt of an opinion of counsel for
Lessee in a form and substance acceptable to Lessor.
13. Technological Upgrade: If Lessee is not in default under the Lease at such time as Lessee desires to upgrade
the Assets, Lessee may notify Lessor of its desire to upgrade the Assets with technologically more advanced
equipment("Upgrade Equipment"). In the event Lessor receives such notice, it agrees to negotiate in good faith to
enter into a new lease or leases for the Upgrade Equipment upon mutually agreeable terms and conditions, and to
terminate the rental obligations of the Assets upon the Commencement Date of the lease or leases for the Upgrade
Equipment, provided that the termination of rental obligations shall not be effective unless the Secured Party and
Assignee, if any,gives its written consent thereto. Lessee understands,however,that a breach by Lessor under this
paragraph shall in no way release the Lessee from or affect the Lessee's obligations to continue making rental
payments to any Secured Party or Assignee.
14. Personal Property Tax: Lessor shall pay the personal property taxes assessed for the Assets under each
Lease, in a total amount for the entire Schedule Term including any extension thereof, not to exceed 4.25% of
Lessor's total acquisition cost for the Assets (hardware costs only) under the applicable Lease. Lessee shall be
responsible for payment of all amounts due in excess of Lessor's payment amount. (For example, if the total
acquisition cost for the hardware on a Lease is $100,000.00, Lessor's liability for personal property tax during the
entire Schedule Term and any extension thereof will not exceed $4,250.00, and Lessee will reimburse Lessor for
any amount in excess of$4,250.00).
15. Purchase Option: Provided Lessee is not then in default under the Lease,Lessee may,on the last day of the
Schedule Term, upon no less than 60 days prior written notice to Lessor,purchase the Assets at its then current fair
market value. In the event that Lessee and Lessor cannot agree on fair market value, then fair market value shall
equal the average of three appraisals obtained from three members of the Association of Service and Computer
Dealers International,the first member to be chosen by Lessor,the second member to be chosen by Lessee,and the
third member to be chosen by the first two members. Lessee may not unilaterally revoke its exercise of this option.
If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease control.
16. Extension Option: Provided Lessee is not then in default under the Lease, Lessee may, on the last day of
the Schedule Term, upon no less than 60 days prior written notice to Lessor, extend the Lease at the then current
fair market rental rate. In the event that Lessee and Lessor cannot agree on fair market value,then fair market value
shall equal the average of three appraisals obtained from three members of the Association of Service and Computer
Dealers International,the first member to be chosen by Lessor,the second member to be chosen by Lessee,and the
third member to be chosen by the first two members. Lessee may not unilaterally revoke its exercise of this option.
If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease control.
17. Return of Assets: Provided Lessee is not then in Default under the Lease,Lessor's subsidiary Executive
Personal Computers Inc. ("EPC")will schedule a pickup of the Assets from Lessee, including wrapping and
packing. EPC will schedule one pickup per month,from one Lessee location,for the Assets leased under this
Master SmartTrack Schedule and under Master SmartTrack Schedule 4. Lessee will be liable for Monthly Rental
until the Assets are picked up by EPC. If any of the Assets are not ready and returned during this one-time pick
1880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 5 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
80253243/90948879/24560256 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
up, Lessee will arrange for the return of such Assets at its expense, and Lessee will be liable for Monthly Rental
for such Assets until they are returned to Lessor. Lessee wants to pay for this service over the term of the Lease,
rather than in a lump sum. Accordingly, a cost of$13.10 per Asset will be added to the Lease as a Soft Cost under
the provisions of paragraph 6 above.
18. Financing Statement: A photocopy of this Master SmartTrack Schedule,the Certificates of Acceptance,
and any exhibits or addenda hereto,may be filed as a precautionary Uniform Commercial Code Financing
Statement to evidence Lessor's interest in the Assets.
AT LESSOR'S OPTION,THIS SMARTTRACK SCHEDULE SHALL NOT BE EFFECTIVE UNLESS SIGNED
BY LESSEE AND RETURNED TO LESSOR ON OR BEFORE SEPTEMBER 7,2014.
CSI LEASING, INC. CITY OF CORPU 1 I' STI
ot
Signature: C./7v..e�.� �Q..1 .c� Signature: ��'
Printed Name: Printed Name: ._ - —.
EXECUTIVE VICE PRESIDENT
Title: —4-GENERAL-COUNSEL—COUNSEL Title: /
Date: SEP 1 0 2014 Date: fl0 as/t�Q
BWG/HOUS I
Approvedas to form/4_41—
.9 .... ' ,
/ la Alit A. \,gi A.1 it//I'
Ass'.ta t City Atto ney
For City Attorney
1880CCC-004-REV09-10-2014(blb).docx CSI LEASING, INC.
Page 6 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
86253243/90948879/24560256 www.csileasing.com
ESSENTIAL USE/SOURCE OF FUNDS LETTER
RE: SmartTrack Schedule Number 4 to CSI Master Lease Reference No. 1880CCC, (collectively, hereinafter the"Lease") by and
between CSI LEASING, INC.("Lessor")and CITY OF CORPUS CHRISTI("Lessee")
Ladies and Gentlemen:
This letter confirms and affirms that the Assets described in the Lease is essential to the function of the undersigned or to the service
we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for the purpose of performing one
or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, such
Equipment was selected by us to be used as follows(please include any specific department that may be its primary user):
To support Information Technology, Computer Applications, and Hardware Infrastructure for all City of Corpus Christi
departments.
Are the assets replacement, upgrade, additional or new to the department? Yes,to all three.
If replacement, how old is the existing equipment? It varies from 2 to 10 years depending on specific lifecycle. The maiority of items
will be 3 or 4 years old.
The estimated useful life of such Assets based upon manufacturer's representations and our projected needs is 2 to 10 years.
Our source of funds for payments of the rent due under the Lease for the current fiscal year is City budgeted funds.
We expect and anticipate adequate funds to be available for all future payments of rent due after the current fiscal year for the following
reasons: City budgeted funds.
Have you or do you intend to issue more than$10 million in tax-exempt debt during the current year? Yes.
Are you self insured[Yes/No] Yes. . If"Yes"please provide details of your self-insurance program including a copy of the
authorizing statute.
LESSEE: , TY • - RISTI
By:X 4.., ..._,_ •T „ iv
Name: .'4 • - ' 01n
Title: -$ STrw►'1” G3 MUti►/17A
Date: (�-- "r 3)) " t �' J
FEIN: I '— ( C 57i
i
1880CCC-004-EssenUse-RE V09-10-2014(blb)
f �
, j
1.111111Mr MEM
mout
11111101/
11111110111011101136100111
OCA , Lar 30 ,2014
City of
Corpus
Christi CSI Leasing,Inc.
9990 Old Olive Street Road,Suite 101
St.Louis,Missouri 63141
LEGAL DEPARTMENT (314)997-7010
Gentlemen:
PO Box 9277
Corpus Christi As counsel for the City of Corpus Christi ("Lessee"), we have examined a duly
Texas 78469-9277 executed original of SmartTrack Schedules Numbers 3 and 4 to Master Lease Reference No.
Phone 361-826-3360 1880CCC (the "Agreement"), between Lessee and CSI Leasing, Inc. ("Lessor"), and the
Fax 361-826-3239 proceedings taken by Lessee to authorize and execute the Agreement (the "Approval").
Based upon such examination of law and facts as we have deemed necessary or appropriate
Municipal Court for purposes of the opinions set forth below,we are of the opinion that:
Prosecutor's Office
120 N.Chaparral 1. Lessee is a duly created and validly existing state or fully constituted political
Corpus Christi subdivision or agency of the State of Texas and has the power and authority to enter into the
Texas 78401 Agreement and carry out the terms thereof.
Phone 361-886-2530
Fax 361-886-2567
2. The Agreement has been duly authorized, executed and delivered by Lessee
Human Relations pursuant to Constitutional,statutory and/or home rule provision and the Approval.
PO Box 9277
Corpus Christi
Texas 78469-9277 3. The Agreement is a legal,valid and binding obligation of Lessee, enforceable
Phone 361-826-3190 against Lessee in accordance with its terms. In the event Lessor obtains a judgment against
Fax 361-826-3192 Lessee in money damages as a result of an event of default under the Agreement,Lessee will
Risk Management be obligated to pay such judgment.
PO Box 9277
Corpus Christi 4. Lessee's name indicated above is its true, correct,and complete legal name.
Texas 78469-9277
Phone 361-826-3680 5. Any applicable public bidding requirements have been met.
Fax 361-826-3697
www.cctexas.com 6. The entering into and performance of the Agreement will not violate any
judgment, order, law or regulation applicable to Lessee or result in any breach of, or
constitute a default under, or result in the creation of any lien, charge, security interest or
other encumbrance upon assets of Lessee or on the Hardware or Software leased under
the Agreement pursuant to any instrument to which Lessee is a party or by which it or its
assets may be bound; There are no suits or proceedings pending or threatened against or
Corpus Christi opinion letter final Page 1 or2
e
affecting Lessee, which if determined adversely to Lessee will have a material adverse
effect on the ability of Lessee to fulfill its obligations under the Agreement.
7. The signatures ofthe officers of Lessee which appear on the Agreement are
true and genuine, we know said officers and know them to hold the offices set forth below
their names, and they have been duly authorized by the Approval to execute and deliver the
Agreement.
8. The Equipment leased pursuant to the Agreement constitutes personal
property and when subjected to use by Lessee will not be or become fixtures under
applicable law:
9. To the best of our knowledge, the Agreement is in full conformity with all
laws relating to usury applicable thereto. •
10. The Uniform, Commercial Code, as. adopted in Texas, will govern the
method of perfecting Lessor's security interestin the'Equipment • •
This opinion is delivered to you in connection with the Agreement referenced above,
and may be relied upon by you and any assignee of Lessor under the Agreement.
Sincerely yours,
X 2e.,4,
Miles Risley
City Attorney
Page 2 of 2
Corpus Christi opinion letter final