12-R-12 Authorizing a Lease Agreement with Hewlett-Packard Financial ServicesRESOLUTION NO. 12-R-12
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A LEASE AGREEMENT WITH
HEWLETT-PACKARD FINANCIAL SERVICES, AND OTHER
MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Schertz desires to upgrade its existing telephone system, and
WHEREAS, the City Council (the "City Council") of the City has determined that it is in
the best interest of the City to enter into a Lease Agreement with Hewlett-Packard Financial
Services (HP Financial) in order achieve this goal; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the attached Lease Agreement with HP Financial in the form attached as Exhibit A. The
City Manager may agree to changes to the lease which the City Manager, upon the advice of the
City Attorney, determines are insubstantial changes in the nature of clarifying additions or
corrections of clerical errors.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
50448403.2
PASSED AND ADOPTED, this 14th day of February, 2012.
CITY F/~~I~RTZ, TEXAS
Mayor
A ST:
Ci y Secretary ,
(CITY SEAL)
50448403.2
EXHIBIT A
HEWLETT-PACKARD FINANCIAL SERVICES LEASE AGREEMENT
See attached
soaasao3.z A-1
200 Connell Drive, Suite 5000
[~P]' ftp financial services EerkeleyHcights,NJ 07922
Invent
February 3,2012
Michael L, Spain, Attorney
Pulbright & Jaworski LLP
300 Convent Street, Suite 2100
San Antonio, TX 78205
RE: STATE AND LOCAL GOVERNMENT MASTER OPERATING LEASE AGREEMENT NO.: 44S3O2$924
STATE AND LOCAL GOVERNMENT MASTER OPERATING LEASE AGREEMENT SCHEDULE NO.: 445302892400001
Thank you for selecting 1leedethPackard Financial Services Company ("HITS") to provide financing for your technology
acqulsltlon. As per the request of your HPPS representative, we hove prepared tlrc following the (case documents for review and
execution:
®^Incumbency Certificate
This document certifies to HPFS thm the individual(s) signing the Lease Agreement, the Equipment Schedule and the Acceptance
CertiOcate Is (ere) authorized to execute such documents and that such individual(s) is (arc) currently holding the office or Illlc
specified In such docunren~s.
®^State and Local l3overnment Master Operating Lease Agreement ("MOLA" Lease
Agreement )
The l.case Agreement contains the terms and conditions of the (case arrangement betxxen the Customer and HPFS. All of such
terms arc incorporated by reference into each Equipment Schedule.
®^Exhlblt A to MOLA -Schedule
The Equipment Schedule sets forth the least payment schedule, a description o[ the (cased equipment, the equipment location and
other matters rclaling to the leased equipment.
®^ EXhlblt B t0 MOLA -Acceptance Certifcate (sign only after you have received Equipment)
This document confirms that the Customer has received the Equipment. is satisfied with i[ and is ready to begin the Lease and start
making payments.
®^ Equipment Llsting (Refer to Vendor Quote )
This docmnent is the detailed description of Ure (cased equipment to be nttached to and incorporated into the Cquipment Schedule as
Exhibit A.
®^Insurance Request Form
'[he Cnstomer should complete the Insurance Reqncst Form In the event it is obtaining the insurance rcquirerl by the Lease
Agrccmerrl
®^Bllling Information Form
This loon should be completed by the Customer to ensure efficient delivery and payment of invoices.
Please request that the appropriate authorized o0icers execute (or ini0al) where indicated by the red arrays and rehun to HPFS as
soon as possible.
^Fedcml Tex ID Number (FBIN): 7`~' ~ y693 ~z{
^Copy of Sales and Use T'ax Exempt Certificate
Should you have any questions or comments regarding the enclosed documents or the procedure outlined above,
please do not hesitate to contact Paul Hermann.
Slnccrely,
e~uur ~i. ~.~~c'ef~/
Lymt R. Canfield
Customer Delivery Specialist
Emai I: Iynn.canQeldQhp.com
Phone:908-898-4975
Fax: 908.898.4817
~~~~ hp financial sefvieas
1n r.r ai
INCUMBENCY CERTIFICATE
(State and Local Government Master Operating Lease Agreement)
I, the undersigned, being the duly appointed and acting Secretazy or Clerk of Citv of Schertz Texas
("Lessee"), DO HEREBY CERTIFY that (i) I have custody of the records of Lessee; and (ii) based on an
examination of such records of Lessee as of the date set forth below, the following persons in the respective
capacities indicated opposite their names have been authorized to execute, with full authority to bind the Lessee,
the State and Local Govemment Master Operating Lease Agreement between Lessee and Hewlett-Packazd
Financial Services Company as lessor ("Master Agreement"), and all other ageements, documents, and
instruments executed and delivered and to be executed and delivered in connection therewith, including without
limitation, the Master Agreement, any Schedules and Acceptance Certificates (as such terms are defined in the
Master agreement collectively referred to as the "Documents"); and (iii) the signature set forth opposite such
individual's name and title/office is the true and authentic signature of that individual, (iv) each such individual
has (and had on the date each such individual affixed his or her signature to the Lease) the authority to enter into
the Lease on behalf of the Lessee.
Name Title/Office Signature
~hv~ ~Q~Se` ~`~~.~ ~~
On behalf of Lessee, I hereby certify the due and effective ratification, approval, and confirmation of all
such acts and things that any of the above-referenced persons has done or may do in connection with the matters
outlined above prior or subsequent to the date of this Certificate. I do further certify that the foregoing authority
shall remain in full force and effect, and Hewlett-Packard Financial Services Company shall be entitled to rely
upon same, until written notice of the modification, rescission or revocation of same, in whole or in part, has been
delivered to Hewlett-Packard Financial Services Company, but no such modification, rescission or revocation
shall, in any event, be effective with respect to any documents executed or actions taken in reliance upon the
foregoing authority prior to the delivery to Hewlett-Packard Financial Services Company of said written notice of
said modification, rescission or revocation. The execution and delivery of the Documents for and on behalf of
Lessee is not prohibited or in any manner restricted by any law, ordinance or regulation.
IN WITNESS WI-TEREO I have duly executed this Incumbency Certificate and affixed Lessee's seal
hereto this~~ day of 2012.
$¢CY¢tal'y/Cl¢Ylf or duly elected or appointed and acting officer (or duly
authorized designee of such officer) of
SEAL THE CITY OF SCHERTZ, TEI~4~
Signature: nn~,, ~ ~ (!?~' D'/`^ ~ n
Print Name: Cat e t^~ t_ _ ~ ~~n
Title:
[PLEASE NOTE; THE GENERAL PURPOSE OF THIS DOCUMENT IS TO AUTHORIZE INDIVI ALS TO SIGN THE LEASE
DOCUMENTS. CONSEQUENTLY, THE PERSON PROVIDING THE AUTHORIZATION CANNOT HIM OR HERSELF BE ONE
OF THE SIGNERS OF THE LEASE DOCUMENTS. - I.E. CANNOT AUTHORIZE HIM OR HERSELF].
Iucwnbeacy Cendiwte 11-02
~ora~(ea~xt
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser, film or agenq
City of Schertz
Address (Street 8 number, P.O. Bor orROUle number) Phone (Area code entl number)
1400 Schertz Parkway 210-619-1000
City, Stale, ZIP wde
Schertz, Tx, 78154
I, the purchaser named above, claim an exemption from payment of sales and use faxes (for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller:
HP FINANCIAL SERVICES
Street address: 200 CONNELL DR. # 5000
Description of items to be purchased or on the attached order or invoice:
TELEPHONE EQUIPMENT/MAITENACE AGREEMENT
Purchaser claims this exemption for the following reason:
Municipality
State, ZIP code: BURKLEY HEIGHTS NJ, 07922
I understand that I will be liable for payment of sales or use taxes which may become due (or failure to comply with the provisions of the
Tax Code: Limited Sales, Excise, and Use TaxAcl; Municipal Sales and Use Tax Acl; Sales and Use Taxes for Special Purpose Taxing
Authorities; County Sales and Use Tax Act; County Health Services Sales and Use Tax; The Texas Health and Safety Code; Special
Provisions Relating to Hospital Districts, Emergency Services Districts, and Emergency Services Districts in counties with a population
of 125,000 or less.
1 understand thatit is a criminal offense to give an exemption certificate to the sellerfor taxable items that I Know, at the time ofpurchase,
will be used in a mannerolherthan that expressed in this certificate and, depending on the amount oflax evaded, the offense mayrange
from a Class C misdemeanor to a felony of the second degree.
here ~ X~/ )\V \ /~ n (EXECUTIVE DIRECTOR 14/5/12
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax "Exemption Numbers" or "Tax Exempt" Numbers do not exist.
This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.
~~/~ a Mas'tcr Agreement Number: 4453028924
hp financial services
i n v e n t ~/~
Lessee's Organization Number
Lessee's l'ax ldcnlificalion Number 7~f-/Y(n °i34
Lessee's UCC Section 9.707 Location: Sclrcriz, l'cxaz
STATE AND LOCAL GO\'F,RNhIENT M,\STER OPFItATINC LEASE. AGREEMENT
This Slalt and Local Govemmenl Maslef Operating Leaze Agreement (together wish Exhibits A end D almched hereto and hereby made a pan hereof, (Ibis "Hazlet
Agreement"), dated az of Ftbmary L, 2012 , is emend Into by and beureen Hexlelt-Packard Finmrciel Services Company,' a Uclmrare
corporelion ("LCSa0f'), end City of Schanz, Texas, an agency, dcpennrcm or political subdivision of the Stare of Texas ("Lessee"). Capitalized Icnns used in this
Master Agreement svi0lmn definition have the meanings ascribed to them in Section 30.
I. PURPOSE OF i11ASTE12 ACREEh1Ei\"f. 'fhc purpose of This Master Agrccnrenl is to set foNr the gwrcml terms and conditions upon which Lessor shall Icazc
to Lesser, and Lc>scc shall Icaee from Lessor, items of liardxnrc, Soflwae or bosh (such Hardsvme anJ Software being collectively referred to az "Equipmcnl").
2. COMMENCEh1i:NT PROCEDURES. Subject to the ollwr Icnns and conditions conlaineJ in This Muter Agreement anJ the applicable Schedule, LeSSCe shall
enter info irtdividum Leases (hereinafter defined) with Lessor az folloxs:
(a) Exantion of5clredule. Lessor and Lessee muluahy agree to enter into a Lurie by exawing a Schedule in fie fomr of Gxhibil A wish such changes az Lessor
end Lessee shall have agreed to u conclusively evidence) by Ihelr execution thereof. Each such Schedule shall specifically idenliry (by serial number a other
identifying chmnclcristics) Ore items of Gquipmenl to be IeaseJ corder such Schedule (other Than leans of System Soflsrme, which shell be deemed to be items of
SoRware Icazed under the Schedule pursuam to which the related items of Hardware me leased). Each Schedule, when esaulcd by bosh Lcssce cord Lessor, together
with This Hasler Agreement, shall comtilute a separate and distinct leaze ("Lease"),enforceable according to its Icmrs. In the evem of any conflict between Ore terms of
This Mazlcr Agreanenl and such Schedule, the provisions of the Schedule shall gorem.
(b) Acceolmrce: Initial Teml of Leases. Lessee shall accept the Equlpment subject to o Leaze In accordance xith Section 3. The Initial Tenn ofcach Lease shall
begin on the Acceptance Dare of the Equipment subject to such Lease mid shall cominuc for the period described in the applicable Schedule unless a Nonapproprialion
shall have occurred.
(e) rild'uslmenls to Schedule. Lessee acknmvlcdges That the Total Cost oFGquipman and Ilre related Rcnl paynrenls sa fonh in any Schedule may be eslimatcs,
and if the final invoice from the Seller attache) to the relined Acceptance Certificate(s) specifies a Total Cosl Thal is less than rho estimated Total Cost set fonh in the
Schedule, Lessee hereby aurlrorizes Lessor to reJuce the applicable Total Coll and Renl paymem on the Schedule by up to Ten peretm (10%) to re11ecT such final
invoice anroum (the "Final Invoice Amoum"). All references in Wis Maztcr Agramem and any Schedule to Total Cosl and Rem shall ratan the amounts thereof
specified in the applicable Schedule, u adjusted pursuant to Ibis paragraph.
(d) Pamtent by Lessor. Within JO days after Lessee's delivery to Lessor of a properly cmnplercd and executed Acceplmrce Certificate anJ ell other
documentation necessary to establish Lessee's acceptance of such Equipment under Ore relate) Lease anJ Lessor's aceeplanee of such Aceeplmsce Cenifieme, Lessor
shall pay for the Egnipment. Lessor shall not accept Orc Acceptance CertiGcetc until It haz recclred from Lessee (I) evidence of insurance with respect to the
Gquipmenl In complimtCe wish Section I3 hereof, (2) an opinion of Lessee's counscL if required by Lessor, in loon mid subslm¢c reasonably sarisfalory to Lessor and
(3) any other documents or items reaoonably required by Lessor. Nobvilhslmrding the foregoing, Lessor shall not be obligated to pay for Orc Equipmcnl if a Lessee
Defauh has occurred or an event has aaimed anJ is caulnuing Thal wish Ore passage of time or provision of police wind) constitute a Lessee Uefouh.
3. ACCEPTANCE OF EQlI1Ph1EN'1'. (a) nsrreclion of Eauinmenf Lessee agrees to inspect ell Gquipmenl az soon as reasonably prncliceble eRer the delivery
thereof to Lcssce.
(b) Acceptance Certificme. Upon the salisfaclory inspection of the Equipmcnl by Lessee, or if aacplnnce requiranenls for such Equipmcnl ore specifleJ in the
applicable Purchaze Documents, az soon az such requirements are met, Lessee shall ancondiliamlly and irrevocably accept the Egnipmenl by executing anJ delivering
to Lessor a properly Completed Acceplmwe Cenificele in subslanlially the loon of Exhihil U.
4. LESSEE'S END•OF-LEASE-TEltht OPTIO\S; AUTO\IATIC ESTENSION. Lcssce shall have the following options in respect of Bath Lease al Urc end of
ench of trc Iniliel Term, mty Renewal Tenn and any optional extension of the Initial Tcnn or any Rarawal Tcrm
a. Paahase Option. Lcssce may elect; by delivering to Lessor an End-of-Ttms Nolico a1 least 90 Jaya prior to the expiration of the Initial Tenn, any Renewal
Term or any optional «tension of the Initial Temr or any Renewal Temr, to purchase any or all Units of Equipmem then subject to such Lease (other then items of
Software that may no[ be sold by Lessor under the Icnns of any applicable License AgrecmenQ for an amount equal to the Fair Markel Value of such Units of
Equipment az of the end of the Then Applicable Term, provided no Lessee Default shall have atoned cord be mminuing. In the event ofsuth an eleclion, Lesscc shall
pay Such amount l0 Lessor, In imnreJialcly available funds, on a before the last day of the Then Applicable Tenn. If Lesscc shall have so elated to purchase any of
the Units of Equipmcnl, shall have so paid the applicable purchase price and shall have fulfilled the Icrms cord conditions of This Maztcr AgramcN, Then on the last day
of the Then Applicable Term (I) the Lease with respect to such Uniu of Gquipmenl shall temrinale anJ, except az provided in Section 26, Lessee shall be relieved of all
of its obligations in favor of Lessor with respect to such Units of Gquipmenl, anJ (2) Lessor shall Transfer all of its interest in such Units of Equipmcnl to Lesser "AS
IS, WIiGRG IS;' without any xarrenry, express or implied, from Lessor, other than the absence of nny liens or claims by or Through f-essor. In Ibe event Lessor and
Lcsste are unable to agree on the Feir Minkel Value of any UrriLs of F.quipnienl, Lessor shall, at Lessee's expense, select an independent appraiser to conclusively
dclerminc such amount.
b. Renewal Option. Lesscc cony elect, by delivering to Lessor an End-oGTerm Notice al teazl 90clays prior to the expiration of the Iniliel Tenn, any Renewal
Teml, or any optional extension oflbe Initial Temr or any Renewal Ttnn, to renew the Lease with respect to mry or all Units of Equipmcnl then snbjecl to such Lease
(other Than items of SoRsvare Thal may oat be re-released by Lessor colder the terms of any applicable License AgreemenQ for pn amowt equal to the Fair Rental Vnluc
of such Units of Equipmem az of the end of the Thcn Applicable Ternr. In the event ofsuth an elation, Lcsste shall enter into n mmually egrecablc rcnmval egrecnRm
with Lessor ("Renewal Agrcemenl'~ on or before the lass day of the Thcn Applicable Tenn confimring the Units of Equipment az to which the Lease is to be renewed,
the period for which the Lease is to be renewed (The "Renewal Term"), mid the amaut of Rent and the limes at which such Rcnl is to be payable during the Renca~al
Term. In the evem Lessor and Lcssce ere unable to agree on ere Fair Rcmal Velnc of any Units of Equipment, Lessor shall, at Lessee's expense, select an indepcndcnt
appraiser to conclusively determine such mnounl
t. Return. Lessee may elect, by Jclirering to Lessor an Gndrof-Term Notice al IcasT 90 days prior to Ort expiration of the Initial Temr, any Rtnew•al Tenn or any
optional extension of the Initial Term a mry Renewal Term, to rclum any or all oflhe Units of Gquipmenl Then subject Io such Lease in accordance with Section 10 of
This Hasler Agrecnunl.
I Authorized to do business in the nerve of Ilex•lell-Packard financial Services Company, Inc. in the states of Alabama and New York.
Page 1 of9
MOLA 10-0LO}
J. Optlond Exlenslon. LCSSCC may eletl, by mnilling to deliver to Lessor an End-of•'fCnn Notice el Icaz190 days prior to the expiration of Ute Initial Temt w
any Renewal Temt, to extend Ne Initial Tcnn or such Renewal Temt, az Iho Case may be. In Oral evens, the Inillal Tenn or such Itenesval Tenu shall, without any
additional notice or Jacumwnalion, be automalicellyextended for suttessive calenJer months wish rasped to all items ofCquipmenl than subject to such Leate Through
she end of the calendar mondr felling at Ieaz190 Jays after she date Lessee shell hart ddivercJ to Lessor an GnJof--Term Notice with respect to such Leese. For each
calendar month Nat the Then Applicable Tenn of such Lease is so extended, Lcsstt shall pay to Lessor Rent in an amwml equal to Nc monhly Rent papnent in eRml
immediately prior to such extension (or the appropriate pro rata portion oflhe Rcnt payanenl then in cffetl in she case of Rem payable other Than on a monthly basis),
and all other provisions of This Master Agrcentenl end the applicable Sclsedtrle slmll continue to apply.
If Lessee shall have delivered to Lessor an Endof-Tcrm Nolitt with respect to a Lcaze, but shell have subsequently foiled to comply wiN its obligations arising
from Ins clcclions specified Nereln (e.g., Lessee shall bout failed, on or before the laze day of the Then Applicable Tcrm (q Io pay Lessor the purchase price for
Equipment to be purchazed in accordance wiW Section 4(a) above, (2) to cxaule a Renewal Agreement with respect to Equipment as to which IhC Lease is to be
renexeJ in xcordancc wish Section 4(b) above, or (3) to reblm so Lessor Equlpnrent to be rammed in accordance with Secllon 4(c) above), Then the Then Applicable
Tent of such Lease shall, without any eddilionel nmice or Jocumemation, be automatically extended for successive calendar months x•ith respect to all Items of
Equipment az lo+rhich Lessee shall have so failed to comply with iu obligations Nrough the rnd of the catcndar month In which Lessee shall have complied wish such
obligations. For each calendar month shat Ne Then Applicable Term of any Lease is so extended, Lessee shell pay to Lessor Rent In an amount equal to she monthly
Rcut payment in effect immediately prior to such extension (or she appropriate pro rata portion oflhe Rent payment Nen in effect in the case ofRenl payable other Than
on a monhly basis), and all other provisions of shis Mazlcr Agreement and the applicable Schcdulc shall continue to apply, Notwilhslanding any of the provisions of
This Section 4 to the contrary, If any Lessee Defauh shall have occurred and be continuing al any lime during the Iaz1 90 days of the then Applieabh Term of any
Lease, Lessor may tercel any Renewal Tcrm or opllonal or olbcr automatic extension oflhe Then Applicable Tenn immediacely upon written notice to Lessee.
5. RENT; LATE CIIARGES. As rem ("Beni') for the Gquipmcnl corder arty Lcasc, Lesscc egrets to pay Ne amounts specific) iu she applicable ScheJulc on We
due dflscs specified in the applicable Schcdulc. Lessee agrees to pay Lessor Inleresl on any Rcnt paymem or other amount due hereunder Thal is nm paid within 10 days
of its due dale, al Ne cote of 1-IW% per momh (or such lesser rate az is the maximum rare allowable under applicable lax9. Lessee trill make provision for sudr
pay'mcnls in buJgets submilled to its governing body for she purpose of obtaining funding for the payments.
6. LEASES NON-CANCF.f.ADLE; NET LEASES; WAI\'ER OF DEFENSES TO PAYh1EMf. IT IS SPECIFICALLY UNDF,RSTOOD AND AGREED
TITAT EACH LEASE IIERF.UNDF.R SILILL BENON-CANCEL ABLE. (EXCEPT AS S4;T FORT"11 IN SECTION 711EREO1+), AND TITAT EACH LEASE
HEREUNDER 1S A NET LEASE (SO TITAT AM1IONC OTHER TIIINCS LESSEE SHALL PAS' IN ADDITION'f0 TIIE RENT, TAXES, INSURANCE
AND h1A1NTENANCE CIIARGES ItE1,ATED TO TILE BQUPMENn. LESSEE ,ICREES THAT Il' HAS AN ABSOLUTE ANU UNCONDITIONAL.
OBLIGATION TO PAS' ALL RENT AND OTHER AMIOU\IS WHEN DUE. LESSEE IIEREBS' WAn'ES ANY I1ECOl1PMF.NT, CROSS-CLAI\I,
COllNTERCLAIhI OR ANY OTHER DEFENSE AT LAW OII IN EQUITY TO ANY RENT OR OTHER A,IIOIINT DLIE SMITH RESPECT TO ANl'
LEASE, N'IIEI'HF.R AN5' SUCH DEFENSE ARISES OI1T OF THIS hL\,SfER AGREEMENT, ANY SCHEDULE, ANY CLA hM 6Y LESSEE AGAINST
LESSOR, LESSOR'S ASSIGNEES OR SUPPLIER OR OTIIERK'ISF.. IF'fHE EQIIIPAIEM' IS NOT PROPERLI' INSTALLED, DOES NOT OPERATE
Olt INTEGRATE AS REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORI' FOIL ANl' ItFASON SVIIATSOF.VF.R, LESSEE
WILh h1AKF. ANY ChAIM1I ON ACCOUNT OF THOSE ISSUES SOLF.LS' AGAINST SUPPLIER AND WILL NEVERTHELESS P.\Y ALL 5UM1I5 DUE
1VITH RESPECT TO F,ACfI LEASE.
7. NONAPPROPRIATION. Nolwilhslanding anyxhing conlaincd in Nis Maslcr Agreement to Ilu cwtlrery, in Nc event shat sufficient funds arc not appropriated
end budgeted by Lessee's governing body or arc not otherwise evaiUble from other legally available source in any Rscal period for the payntenl of Rent and other
amounts due erecter any Lease, the Lease shall temtinale on the last day of the fiscal period for which approprimions wee received or other amounts arc available to pay
amonnls due under the Leae without penally or asperse to Lcsstt of any kind sehatsocvcr, except as to the portions of Renl paynrenss or other amounu herein agree)
upon for which funds shall have been appropriated w are olhencise available, Lesscc will immediately notify Ne Lessor or iss azsigrue of such occurrence. In the
event of such lcrminelion, Lesscc shall ImnteJialcly cease eel use of the Equipment, artd shall, et its sole expense anJ risk, immediately de•install, disazsemble, pack,
crate, insure, and return the Equipmcnl subject to such Leese to Lessor (all in eecordanee with Section 10 of shis Messer AgreemenQ. Such Equipment shall be in the
sanre condition az when received by Lessee (reaonable wear, tear enJ dcprccialion reselling from normal and proper use excepted), shall be in goal opemling order
and maintenarrce az required by This Lcasc, shall be free end char of any liens (extcps Lessor's lien) mIJ shall comply wish all applicable laxs and rtgulatiorss. Lcsstt
agrees to exewle and deliver to Lessor all documents reasonably requalcd by Ltssor or evidence the transfer of legal and beneficial lisle to such Equipmcnl to Lessor
anJ to evidence the lemrinalion of Lessee's interest In such Equipmcnl. Ltssor will have all legal anJ equitable rights arsd renxdics to lake possession of Nc
Equipment At Lessor's request, Lessee shall promptly provide supplenrcnlal documentation as to such Non-Appropriation sasisfactnry to Lessor. Lesstt's exercise of
its riglrls pwsuant to This Scclion 7 shall not affect the survival of any inJemnily and other provisions (other Nan Ne obligatlon to lease the Gquipmcm and pay amounts
Jue under the Lease) which survive Ure Icmrinalion of she Lease.
5. ASSIGNMENT' OF PURCI1,154; UOCUhIF.NTS. Lesscc assigns to Lessor all of Lessee's right, lisle and interest in and to (a) the Equipmcnl described in each
Schcdulc, end (b) Ne Purchae Documents rclaling to such Equipmcnl. Such azsignmenl of the Purchae Documents is an assignmem of rights only; noshing in This
Masser Agrecntem shall be deemed to have « sieved Lessee of any obligation or liabiliq• under any of the Purchase Documents, exn:ps Net, ns benvccn Lessee cold
Lessor, Lessor shall pay for the Equipment in accordance with Section 2(J) hereof. Lessee « presents and warrants that it haz reviewed and approved the Purchase
Documents. In addition, if Ltssor shall so request, Lessee shall deliver to lessor a Jocumem acccplablc to Lessor whereby Seller acknowledges and provides any
required cprsent to such assignment. For she aroidantt ofdoubl, Lessee covenarus and agrees Thal is shall m nil lints Nning the Total Tam of cash Lease comply in
all respects wish the rcnns of any LIC¢DSOf License Agrcentcnl rclaling to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY IINDERS'fOOD AND
AGREED THAT NEITHER SUPPLIER NOR ANY SALESPERSON OF SUPPLIER IS AN AGEN"f OF LESSOR, NOR ARE THEY AUTHORIZED TO
R'A15'E OR ALTER ANl' TF,RMS OF TI ITS h1.1STER AGREEMENT OR ANY 5Cf1EDULE.
9. ASSIGNM1IENT OF SLIpPL1ER WARRANTIES. To the extent permitted, Lessor herby assigns to Lessee, for she Total Tcros of any Lcazc, all Equipmcnl
wanamics provided by any Supplier in the applicable Purchase Documents. Lesscc shall have the right to lake any action it Deems appropriate to enforce such
warranties Drovidcd such en(orecmcnt is pursued in Lessee i name anJ el iss expense. In the evens Lessee Is precluded from enforcing any such warranty in hs name,
Lusor shall, upon Lessee's request, lake reazonablc seeps to enforce such wartanty. In such circumstances, Lessee shell, promptly upon demand, reimburse Ltssor for
all expenses incurted by Lessor in enforcing she Supptitr warranq~. Any recovery resuhing from any such enforcemem aliens shall be divided among Lessor end
Lesscc az Ihcir interests may appear.
10. EQLIIPMENf RETURN ItEQUIREMF.N'fS. Many lime Lessee is required to return Equipment to Ltssor under she Icrms of This Masser Agreement or any
Schcdulc, Lessee shell (a) wipe clean or permanently ddcte all data comained on Ilre Equipment, including widroul limilmiar, any data conlaincd on internal or external
drives, dints, w accompanying media, and (b) pack tlm Equipmem to be resumed to Lessor in accordance with the manufatlurer's guidelines and deliver such
Equipment to Lessor el nny deslinellon svilhtn the consincnlal United Slates designated by Ltssor. hs the Gaze of any item of Software or License Agreement subjects Io
a Schcdulc, al Ne lime of the occurrence of aNon-Appropriation or a Lesue fkfaull, Lesscc shall also be automatically deemed to have reassigned any License
Agrcensenl and shall immedielcly de-Install arrd deliver to Lessor all Sotware, bgahcr x•ish the original ceniBcate of awhemicity issued by the licensor of such
Snflxwe, if any. All dismantling, packaging, transponelion, in-Transit insurance end shipping charges shall M borne by Lessee. All Equipment shall be reamed to
Ltssor in the same cmrdilion and xorking order as when delivered to Lessee, rcazonabte xs:ar cold Isar excepted, cord except in the case of PC F.quipntem and Software,
Shall qualify for maintenance service by Ne Supplier al its Then standard cotes for Equipmcnl of Nas age, if available. Lcsstt shall be responsiblc for, and shall
Page 2 of9
MOLA 10-0I-05
reimburse Lessor pranpTly on Demand for The cost of resuming the Gquipmem to goof working caWisias or, in the case o! Equipment other shoo PC Equipment wtd
Sollwae, qualifying she Equipment for the Supplier's nminicnance service, if available.
11. EQUIPHENf USE, MA1N'fENANCE, AND AUDITIONS. Lcssec is solely responsible for the selection, inslallaliat, operation end maintcnancc of The
Equipment and all costs related (hereto, including shipping charges. Lcssce shall a[ all lime operate asd maintain the Equipmcnl in goof working order, repair,
condition and appearance, and in accordance vvilh the mamfaclurer's specifications and rcconsmendatioas. On reazonabte prior notice to Lessee, Lessor and Lessor's
agents shall have the right, during Lessee's normal business hours and subjccl to Lessee's rcazonablc, stasdad security procedures, to enter tlse premiss where the
Equipment is I«aleJ for the puryose of inspecting tlse Equipmens anJ observing its use. If Lessor shall have provided to Lessee any tags or Identifying labels, Lessee
shall, al its expense, aRx and maimaln in a prominent position on each ilan of Egnipnenl such lags or labels to indicate Lessor's osmcrship othhe Gquipmem. Except
in the case of PC Ggnipmenl and Soliwae, Lessee shall, al its expense, enter into end maintain end enforce el all limes during tlw Total Tcnn of each Lease e
maintenance agrcemenl to service and maintain Usc related Gquipmem, upon scans and with a proviJcr reasonably nweplable to Lessor Lessee shall make no
eher01i0ns or additions to the Equipment, except those That (a) will not void any wenanly nmde by the Supplier of the Equipment, resell in the creatias of any security
inlcresl, lice «cncumbrence on the Gquipmem or impair the value or use of the Equipment tither nt the time made or at the enJ of the "lams of the applicable Lcazc,
and me readily removable without damage to the Equipment ("Optional Additions'), or (b) are required by any applicable law, vegetation or order. All additions to the
Equipment or repairs made to the Gquipmem, exccpl Optional Additions, become a pan of the Gquipmem and Lessor's propcny et the lime mode; Optional Additions
which have not been removed in the event of the rewm ofthe Equipment shall beconce lsssor's property upon such relum.
12. EQUIPMENT OWNERSiiIP; LIENS; LOCATION. As between Lessor std Lcssce, Lessor is the sot[ owner of the Gquipmem asd has sole title thereto,
Lessee shall not make any represemalion to any third party inconsistent with Lessor's sole ownership of the EquipncenL Lessee [ovenanls wish resykcl to each Lcasc
that: (i) it will swl pledge or encumber the Gquipmem or Lcssa's intaresl in the Equipmcnl in any manner whatsoever nor create or permit to exist any levy, lien or
encumbrance thereof or (hereon exccpl those crease) by or through Lessor, (ii) the Cquipm<nl shall remain personal property whether or not allixed to realty and shat)
not become a fixture or be made to become n port of any real property on which it is placed vvithoul Lessor's prior wrillcn consent; and (iii) Lcssec shall maintain the
Equipmens so That it Jces not 6egome essential to and may be removed from any building in which it is placed willwm any dansagc Io the building or the Equipmens.
Lessee may permit use of Use Equipmens by its amliatns or IndepasJenT contractors at the Gquipmem Lceaiion provided is d«s nos relinquish possession aIJ control of
the Equipnsenl. Provide) Lesscc remains in possession and control of the Equipment. Lessee may rcl«ate any Equipmens from the Gquipmem L«ation speciOeJ In
the applicable Schedule so another of its I«alions within Ure Slate of the Equipment Location upon prior wrillcn nolicc to Lessor specifying the new Equipment
L«alion or to anoUser of its locations within the Uni1eJ Stoics aRer receiving the w~ilten conscnl of Lessor to such ref«aliart Lesscc shall not Iceele or ref«ele any
EquipntanT such That any Third parry comes imo possession or control thereof wilhoul Lessor's prior wrillcn consaJ; provided, however, Thal Lessor shall not
unreazasebly wilhholJ its rwnsenl to the location or ref«atias of Equipnsenl Io a thins parry cn-I«ation or hosting facility if such Third parry shall have executed anJ
delivered to Less« a waiver agrcenwnl In toms atsd substance acceptable to Lessor pursuant to which, among other Things, such Third parry shall have waived asy rights
to the Equipment and agreed io sumcndcr the Equipmcnl to Lessor in the event of a Lcssce Default under this Master Agreement. Nolvrilhslanding the foregoing,
Lusor agrees that eompurer equipment usable oulsiJe of a fixed o0ice emironmenl, such az laptops, notebooks or similar PC Equipment (colleelivcly, "Mobile PC
Equipmcnl") may be rcl«ated nn a non-pcrosanenl basis from the Equipnent L«mion originally specified in the npplicable Schedule withonl Lessor's prior wrillcn
conscnl, provided That (i) such rcl«elion is made by Lessee's primary employee in the csuloJy and control of such Mobile PC Equipmcnl; (ii) the primary emplq~ce
remains in possession and control of the Mobile PC @quipmenl, and (iii) the primary employee's principal oRicc is 16c F.quipntenl Locmion. For purposes of This
Masser Agreentem and any applicable ScheJute, Use Icmt Gquipmem shall be Deemed to include nll Moblle PC Equipnsenl.
I7. RISK OG LOSS AND INSURANCE. Lcssce asswncs any end 011 risk of loss or damage to the Equipment from the lime such Gquipntenl is delivered to Lessee
until such Equipmcnl is resume) to and is receive) by Lessor in accordaKC wish the Iarnss and conditions of This Hasler Agreement. Lcssec egrces to keep the
Equipmens insured nl Lessee's expense against all risks of loss from any cmrte whatsoever, including wilhoul limilalion, loss by fire (Including extended cm•erage),
IheR and damage. Lesscc agree that such insurance shall nonce lessor az a loss payroc end rover not sus than Use Stipulated Loss Value ofihe Equipmcnl. Lcssce also
agrees that II shall carry• commercial general liability insurance in an anounl not less Than SI,000,0001o1a1 liability per «currence. Lessee agrees Thal it will not cancel
the InsumneC during the TCnu and no policy shall contain a deJuctible in excess of 525,0110. Upon Lessor's prior wrillcn conscnl, in lieu of Inainlaining insurance
obtaineJ by third parry inanasce carriers, Lcssec may self insure against such risks, prm~ideJ that Lessor's inserc5ls arc prolecleJ to the samo extent as if the insnrence
had been obtained by Third party insurance cemiers msd provided further Thal such salt insurance program is con5islenl with prudent business practices vvilh respect with
such imuralcee risk. Lessee shall provide to Lessor (a) on Or prior to the Acceploncc Dale for each Lcaze, and from lime to lime lharcaflcr, certiGcales of inSUrOnCe
evidencing such insurance coverage 16roughous the Tosal'1'enu of each Lcasc, and (b) upon Lusor's requcsT, topics of the insurance policies. If Lessee fails to provide
Lessor wish such eviJence, Ihcn Lessor will have the right, but not the obligation, Io parchese such insurance protecting Lessor nt Lessee's expense. Lusee's expense
shall induJC the full premium paid for such insurance and any customary charges, costs or fees of Lessor. Lcssce agrees to pay such amounts in subslantialiy equal
installments alloeated to each Rem pa)msem (plus interest on such amounts aT the rate of I-I/4%per month or such lesser rare as is the maximum role allowable under
applicable lavv).
14. CASUALTI' LOSS. Lessee shall nosily Lusor of any Casualy Loss or repairable damage to msy Equipment az soon az reasonably practicable alter the daft of
any such cecurrence but in uo cans later Than 30 dn)s alter such cealnence. In the even) any Casualy Loss shall cecur, on the next Rens payntcm dale Lessee shall (a)
at Lessee's option provided no Lesscc Ikfauh has oecurred nor wt event Thal wish the passage of lime Or provision of nolicc would conslitulc a Lessee Dcfeull has
oecurred and is continuing or (b) al Lessor's option if a Lessee Ucfeull bas occuucd or an even) That vrilh shC passage of lin¢ or provision of nolicc would consliune a
Lessee Defauh has occurred and is caninuing (p subjccl to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipnsenl sultcring The Casualty Loss, or (2)
substisute and replace each item of Equipment sulTaing Use Casuahy Loss with an ikm of Substitute Equipment If Lessee shall pay the Stipulated Loss Value of the
Gquipmem suffering a Casualty Loss, upon Lessor's receipt in full of such payanenl the applicable Lcasc shall lemtinate as i1 resoles to such Equipment and, except az
provided in Section 26, Lessee shall be relieved of all obligations under Ilse applicable Lcasc as it resale to such Equipnnenl. If Lessee shell replace Equipnsenl
sufering a Casually Loss with items of Subslisule Equipmens (i) the applicable Lease shall continue in full force and elTecl vvithoul any abatement of Renl with such
Subslilmc Equipment Thcrca0er being deenced to be Gquipmem laced IhcrcaWer, anJ (ii) Lcssec shall deliver to Lessor a bill of sate or other dceunsenlalion. In chher
rasa in toms and substance satisfactory to Lessor, in which Lessee shah represent and warrant than iT has transferred to Lessor goal and nsarkclable tide to ell Subslisutc
Gquipm<ns, frees asd char of all lions, encumbrances and claims of alcers. Upon Lessor's receipt ofsuch payment of Stipulated Loss Value In full, ar such bill ofsetc
or olhar d«umantalion, az the Casa may be, Lessor shall Transfer to Lcssec ell of Lessor's inlcresl in she Equipnsenl suffering Iha Casualty Loss "AS IS, WHERE IS;'
wilhoul any w•arramy, express or implied, from Lessor, ahcr Ihcn Ilce nbsencc of any liens or claims by or througls Lessor. In she event of any repairabic dansagc to any
Equipment, Use Lcasc shall cominue with respect to such Gquipmem without any abaremem of Rem asd Lcssec shall, as iu expense, from insurance pr«ceds or other
fonds legally available, promptly cause such Equipmens w be repaired to Use condition it is require) to be maintained pursnan to Se[lion I I,
i5. TA%ES. Lusor shall report std pay all Taxes now «hereeller imposed or assessed by any gmemnten101 6ad)•, agency ar taring authority upon the purchase,
ownership, Delivery, inslallalion, leasing, rental, use or Sale of the Equipmcnl, the Rcnt or other chage5 payable hereunder, or olhenvdse upon or in connection with any
Lcaze, whether azsused on Lessor or Lusec, other that any such Tares required by lae• to be rcponcd asd paid by Lcssce. Lasses shall promptly reimburse Lessor for
all such'I'axes paid by Lessor, together with any penahies or interesT In connection Uscrcwith auibusable to Lessee's acts or failure to acs, excluding (a) Taxes on or
mcazurcd by the overall gross or net iltconce or dams of tae preference of Lessor, (b) as to auy Leave site related Equipment, Tares auribumble to the perioJ aRer the
ralum of such Equipmens to Lessor, and (c) Taxes imposed az a resuh of a sate or other Transfer by Lessor of any portions of its interest In any Lease or in any
Equipmcnl except for a sale of other Iralsfer to Lessee a a sate or other transfer cecurring after and during the conlinuanee ofany Lessee Default.
Page J of 9
MOIA 10-01 AS
I6. CLAIMS. Lessor is nor responsible for any injuries, damages, penahics, claims, or losses, including legal expcnscs incurred by Lessee or any other person
caused by the lransponelion, iuslallation, manufacture, sclcelion purchase, lease, ownership, possession modification, maintenance, condition, operation, use, velum or
disposition of the Equipment. Lessee rill nal bring any action or file any claim against Lessor or any assignee for any losses, dmneges, penalties claims, injuries, or
expenses incutted by Lessee or any other person caused 6y the linnsponalion, Inslellation, manufacture, selection, purchase, lease, oenership, possession, modificalioq
maintenance, Condition, operation, use, rtlum or Jisposilion of Ore Equipment.
17. COVENANT OF' QUIET ENJOYDIENT. 30 long as no Lessee Default esisls, and no event shall have «curted and be continuing which, with the giving of
notice or the passage oFlime ar both, would conslilute a Lessee Default neither Lessor nor any party acting or claiming Through Lessor, by assignment or ahenvise,
will Jislurb Lessee's quiet enjoylncnl of the Equipment during the Taal lbrm of the rotated Lease.
18. DISCLAIMF,RS AND LESSEE WAIVERS. LESSEE. LEASES THE EQUIPMENT FROM LF:SSOR °AS IS, \VIIERE IS". IT IS SPECIFICALLI'
UNDERS'fOOU AND AGREED THAT (A) EXCEPT AS EXPRESSES' SF.T FORTH IN SECTION 17, LESSOR MAKES ADSOLUI'F.LY NO
REPRFSENTA'TIONS OR \4'AItRANT1ES \VHATSOEVER, EXPRESS OR IMPLIED, INCLUDING \YITHOUT LISIITATION, ANl'
REPRESSNTATION OR WARRANTY R'ITII RESPECT TO TIIE DESIGN, COMPLIANCE {YITII SPECIFICATIONS, QUALITY, OPERATION, OR
COND177ON OF ANY EQUIPMENT (OR ANY PART Tf1EREOF), TIIE MERCHANTABILITY OR F17NFSS OF EQ211Pb1ENT FOR A PARTICULAR
PUItYOSF., OR ISSUES REGARDING PATF,NT INFRINGEhIENT, TITLE ANll TIIE LIKE; (D) LESSOR SHALL NOT BE DEE\]ED TO HAVE 6L\DE,
BE BOUND BY OR LIADLE FOR, ANY REPRESENTATION, N'ARIIANTY OR PRO611SE MADE BY THE SUPPLIER OB ANY EQUIPi\fEV'T (EVEN
IF LESSOR IS AFFILIATED WI'TII SUCH SUPPLIER); (C) LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQlI1PAlENT OR ANY
DF.LA1' LN TIIE DELIVER{' OR L\STALLATION TIIERF.OF; (D) LESSEE H.\5 SELF,CTED ALL F,QUIPM1IENT WITIIOUf LESSOR'S ASSISTANCE;
AND (F.) LESSOR IS NOT A RIANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED TIL\T LESSOR SIL\LL HAVE NO LIABILITY
TO LESSEE, LESSEE'S GUSTO\IERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAM1L\GES ARISING OUT OF THIS i\L\STF.R AGItEEhIEN'f OR ANY SCIIEDIILE OR CONCEIININC ANY EQIIIP6IENT, OR FOR ANl'
DAAL\CFS DASED ON SCRICT OR A0.5OLUTE TORT LIADILfTY OR LESSOR'S NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING LV
THIS hIASTER ACRE:Eh1ENT SHr\LI. DEPRIVE LESSEE OF ANY RIGHTS IT h1AY HAVE ACAINBT ANl' PERSON OTHER THAN LESSOR.
LESSOR .\ND LESSEE AGREE THr\T THE LEASES SHALL BE GOVERNED Bl' TIIE EXPRESS PROVISIONS OF TII1S h1ASTER AGREEi•IEKI'
AND 7HE O'I'l1ER FCINDA\IEN"fAL ACREEAIENTS AND NOT B\' TIIE CONFLICTING PROVISIONS OF ANY OTHER\VISE APPLICABLE LA{Y.
ACCORUINC L{', TO THE EXTENT PER;111T1'ED Bl' APPLICABLE LAW, LESSEE WAIVES ANY R1611TS AND REh1ED1ES CONF'ERRF.D UPON A
LESSEE RY ARTICLE 2A OF TIIE UCC (INCLUDING, BUT NOT LI\IITF.U TO, LESSEE'S RIGHTS, CLAI\IS AND DEFENSES UNDE:It IICC
SECTIONS 2A-JO) AND 2A-508 THROUCII 2.4522) AND THOSE RIGHTS NON' OR IIERFAFI'F.R CONFF.RRF.U BY STATUTE OR O'1"HERWISE, IN
EfTHER CASE TIL\T ARE INCONSISTENT e'll"H OR 'THAT \1'OULD Llhll"1' OR h1OD1El' LESSOR'S RICHl'S SET FORTH IN THIS Is1ASTF.R
ACREEhIF:NT.
19. LFSSF.E \i'ARRANTIFS. Lcsscc represents, wanatrs and covenanrs tu Lessor with respect to each Lease Thal: (a) Lessee is en agency or depanmenl of, or a
political subdivisiar of the stale In which it is located; (b) Lessee has the power anJ audwriq• to enter into each of the Pundamenlal Agrcemenls; (c) all Fundamental
Agreements ere legal, valid and binJing obligmimrs of Lessee, enforceable against Lessee in accordance with (heir Icrms and do not violate or create a defauh ender
any instrument or agrccmcnr binding on Lcsscc; (d) Ihere are no pending or lhrealeneJ ndions or proceedings before any coon or edminislralive agency that could
rruonably be expected to have a material adverse elTccl on Lcsscc or any Fundanrcnlal Agrecmcnl, unless such actions have been disclosed to Lessor and conscnled to
in writing by Lessor, (e) Lessee shall comply in all material respects wish all laxs and regulations the violation of which could have a material advuse elTecl upon the
Equipment or Lcssce's perfommnce of its obligations under ary Fundamental Agrecmcnl; (~ each Pundamenlal Agreenwnl shall be elTeclive against all creJilors of
Lessee under applicable law•, induding fraudulent conveyance anJ bulk transfer lees, and shell raise no presumption of fraud: (g) all financial stmemenls, certificates or
summaries relining Io Lessee's financial condition, fiscal budges or the assessment and mlleclion of taxes and other related Infomtalion fumished by Lessee shall be
prepared in aceordance svilh generally accepleJ accounting principles in the Unilcd Slates in effect al that lime and shall fairly present Lcssce's financial position as of
the Jales given on such slalements; (h) since the date of the moss recent amoral financial slatemenl, Ihere has been no material adverse change in the financial wndition
of, or the level of assessment or collcclion oflaxes by, Ole Lcsscc; (i) Ore Equipment, subject to the Lease, is essemial to the immediate perfonnancc of a governmemal
ar proprietary function by Lessee within Ore scope of its aulhorlq~ turd will be use) during the Tcrm of the Lease only by Lessee and only to perfomr such function; Q)
Lcsscc Intends to use the Equipment Cor the wdirc Tcmr of the Lease and ell Equipmwv mill be used For business purposes only and not for personal, family or
household purposes; (k) Lcsscc has complied fully with all applicable law gmcrning open mttlings, public bidding and appropriations required in comreclion with the
Lease end Ore acquisition of the Fquipmcnl; (I) Ihere has been no material change in the buJgel for Lessee's current Fiscal Perial since its adoption; (m) Lessee's
obligations to pay Rent and any other amounts due under the Lease conslilute a ttirtcnl expense and not a debt of Lessee under applicable stale lea•; (n) no provision of
the Lease consliunes a pledge of the tax or general revenues of Lessee; (o) Lessee does na export, re-ezpon, or IransCer any Equipment, Sallwme, system software or
source code or arry dircet product (hereof to a prohibited destination, or Io nationals of proscribed countries nherever located, wilhoul prior euOrorizalion from the
Unite) Slates government anJ usher applicable govemmenls; (p) Lessee d«s not use any Equipnrenl, Sallware or syslan sollware or Technology, Ieclmical dale, or
technical asslslance related thereto or II>c produces Thereof in the design, dcvdopmenl, or production of nuclear, missile, cbemical, or biological weapons « Transfer the
same to a prohibilcd destination, or to natiarals of proscribe) countries wherever locale), without prior aulhorizalion from the United Slates and other applicable
govcmmenls; and (q) Lcsscc is not en entity daip,~rated by the United Steles govemmenl or any other applicable govemmenl with efiich transacting business wilhoul
the prior consent of such government is prohibilcd_
20. DEFAl1LT. My of the following shall tonslilutc a defoull by Lcsscc (e "Lcsscc Ikfaulf') under This Maskr Agrcancnl turd all Leases: (n) Lessee fails to pay
any Renl payment or any other amount payable to Lessor under Oris Maslcr Agreement or any Schedule within 10 days alter its due date: or (b) Lessee defoulls on or
breaclres any of the other lemts and conditions of any hlnterial Agrcemen4 and foils to eme such breach within 10 Jays a8er wrinen notice (hereof from Lessor: or (c)
any represenlalion or warranty made by Lcsscc in any Materiel Agrecmcnl proves to be igcortecl in any material respect when made or reaffirmeJ; or (d) any change
occurs in relation to Lessee's financial wndiliar Oral, in Lessor's opinion, would have a material adverse elTea on Lessee's ability to perfomr its obligations under This
Mazlcr Agreement or under any Schedule: or (C) Lcsscc becomes insolvent or fails generelly to pay its debts as Ihcy beeonre due; or (Q a pr«ccding under any
bankmplcy, rwrganizalion, nrtmrgcmcnl of debt insolvency or rettivership law is filed by or against Lcsscc (and ifsuch proceeding is involunlaq•, it is not dismissed
within ri0 days alter the filing IhercoQ or Lessee takes any action to aulhoriu ary of the foregoing matters; or (g) any letter of credit or guarenly issued in support of a
Lease is revoked, breached, canceled or Icrminated (unless conscnled to in aJvatce by Lessor); or (h) any Equipment Is levied against, sclzed or attached.
21. REMEDIES. If a Lascc Defauh occurs, Lessor may, in its sole discretion, cxercisc one or more of the following rcmcdicr (a) dcclarc all anrounts due and to
become due during Lessee's current fiscal year under any or all Leases to be inuncdiatcly due and payable; or (b) terminate (his Mazler AgreemeN or nny Leese; or (c)
lake possession of, or render unusable, mry Fquipmcnl wherever lhC Equipntenl may be located, wilhoul demand or notice and wilhoul any court orJer or other process
of law in accorJancc wiW Lessee's reasamblc security prarodures, and no such action shall conslilute a Icrmination of any Lease; or (d) require Lessee to deliver the
Equipment to a IaAlion specified by Lessor, or (c) dcclarc Thu Stipulated Loss Value for any or ell Fquipmcnl l0 6c due and payable as liquidated darnagcs for loss of a
bargain and not az a penally and in lieu of any further Rem paynrenLS under the applicable Lease or Lenses; or (Q pr«ecd by court action to enforce performance by
Lessee of mry Lease and/or to recover all damages and expenses incnrteJ 6y Lessor by reason of any Lessee Defauh; or fe) terminate any other agrecntcnl Iha1 Lessor
may have wish Lessee; or (h) cxercisc any other right or remedy available to Lessor at law or in equity. Also, subject to applicable law, Lessee shall pay Lessor (i) all
costs arrd expenses Thal Lessor may irrcur to maintain, safeguard ar preserve the L'quipmctu, and other expcnscs incurtcd by Lessor In enforcing ;my of the Icmis,
conditians or provisions of This Mazlcr Agreement (including reasonable Icgal foes and collccllon agency costs) and (ii) ell costs incurred by Lessor in exercising any of
Page 4 of9
MOLA 1001 ~Os
its rcmcJies hereunder (including rcazonable legal fees). Upon reposussion ar sunenJer of any Equipment, Lessor will Ieaze, sell or olhenvise Dispose of the
Equipment in a conunercially aasonable manner, with or wi0tout nolicc end at public or private sale, and apply the net proceeds Wereof Io the amowtu oweJ to Lessor
under This Master Agrecmcnt; proviJed, hoxmva, Thal Lcssce will remain liable to Lessor for any peficiency shat remains alter any sale or leaze of such Equipmrnl.
My procceds of any sale or Icase of such Equlpnwm in excess of the amounts roved to Lessor ender Ihis Mazler Agrccntent will be relaineJ by Lessor. Lessee agrees
shat wish respcsn to any nolicc of a sale rcquireJ by law so be given, 10 Jays' nmicewill constilutr reasonable notice. With respect to any exercise by Lessor of its right
to r«over and/or dispose of any Gquipmenl or other Collateral securing Lessee's obligations under any Schedule, Lrssre acknowledges and egrets u I'olloxs: (i)
Lessor shall have no obligation, subject to Bte requiremm~ls of commercial reasonableness, to cleanup or olherxise prepare the Equipment or an)• other Collalrral for
disposition, (ii) Lessor may comply with airy applicable stair or federal law requirements in connection with any disposition of the Equlpmcnl or other Collateral, and
any actions taken in connection therewith shall not be deemed to have adversely af&ctrd she comnrcial reasonableness of any such disposition, and (iii) Lessor may
convey the Equipment and any other Collateral on an "AS IS, WHERE IS" basis, and without limiting the generality of the foregoing, may sptelRcally exclude or
disclaim any and all wertanlics, including arty warenty of title or lbe like with respect to the Disposition of the Equipment or other Collateral, artd no such conveyance
or such exclusion or such discl0imer of any srerrmtry• shall be deemed to have adversely a(iected she commercial reasonableness of any such disposition. These
remedies arc cumulative of every other right or remedy given heremsdrr or now Or hrreaRer existing al law or in equity or by statute or olhenvise, and may be enforced
conturtenlly therewith or from time to lime.
22. PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lrsscc fails to pcrfonn any of its obligations hercundcr Lessor may pcrfonu mry act or make any
paymcnl that Lessor deems reasonably necessary for the maintenance and preservation of the Gquipmenl and Lessor's inleresls therein; provideJ, however, Ihat the
pedomtance of any act or paymcnl by Lessor shall not be deemed a waiver of, or release Lessee from, she obligation a1 issue. All sums so paid by Lessor, together with
expenses (including Icgel lets and tolls) inatrred by Lessor in connection therewith, shall be paid Io Lessor by Lessee imnwdiately upon demand.
2J. TRUE LEASE; SECIIRIfl' INTEREST; h1AXIM1lUA1 RATE. Each Leaze is intended to be a "Finance Leaze" az defined in Article 2A of the UGC, and
Lessee hereby authorizes Lessor Io tilt a financing slatwncnl so give public notice of Lessm's oxncrship of the Gquipmenl. The panics' intent [hat each Lcasc be a
"Finance Lease" within the meaning of Article 2A end the UCC shall have no eRce1 on Ihr characlerizalion of ally Leaze for accounting purposes, which
chamclerizesion shall be made by each parry independently ms Ilk basis ofgenerally accepttd actounling principles in the United Slates in clTccl at the lime. Lcssce, by
i6 esecwion ofcath Schedule, acknowledges that Lessor has informed iI that (a) the idtmiq• of Seller is set forth in the appticabte Schedule, (b) Lessee is entitled under
Article 2A of the L'CC to Jte promises end warrantles, including those of any 1hirJ party, proviJed to Lessor in connection with, or u a pan of, the applicable Porthole
Doeumcnls, and (c) Lessee may communicate with Salter and rcceivx an accumlr enJ complete slalemem of the promises anJ wmransics, including atry disclaimers and
limitations of them or of rentedics. If (I) rtohvilhslanding the express in[rnlion of Lusor and Lessee to enter into n Ime lease, any Leaze is ever deemed by a coon of
compelenljurisdiclion to be n Icuc inlendeJ for security, or (2) Lessor and Lessee enter Into n Lease with she Intention That 11 be IrealeJ az e least intended u security
by so proviJing in the applicable Schedule, then l0 secure paymcnl and performance of Lcssce's Obligations mtdcr this Master Agrcattenl and all Lcucs, Lesscc hereby
grants Lessor a purchase money securiq• interest In the related Equipment and in all mtechmwns, accessories, aJdilions, snbslilmions, products, replacements, rentals
and proceeds (including, tvilhoul limitation, Insurance proceeds) tltrrclo az well az a security interest in any other equipment finance) punnanl to this Muter
Agrcentent or any other agrttmcnt between Lessor and Lessee (colleaivcl)•, the "Collateral"). In any such event, nonvilhstanding any provisions contained in this
Master Agreement or in any Schedulr, neither Lessor nor any Assignee shall be entitled to receive, collect or apply az Interest any antoum in excess of the maximwn
rate or amount pcmtiued by applicable law. In lhC evCnl Lessor or any Assignee ever receives, collects or applies az inleresl any amount In excess of Ibe maximum
amount pemtiueJ by appticabte law, such excess amount shall be applied to the mtpaid principal balance and any remaining cleats shall be refunded to Lcssce. In
delennining whether the inlcresl paid or payable under any specific contingency encceds she maximum rele or amount pcmtitleJ by applicable law, Lessor anJ Lessee
shall, to the maximum exsem pcmtiucd under applicable law, characterize any non•principal pa)anem as an expense or fee rather than u inleresl exclude volumary
prepayments and the effect thereof, end spread the total arnoun[ of inleresl over the entire term of Ihis Hasler Agrecmcnt and all Lcascs.
2J. ASSICNh1ENT. Lessor shall have the unqualificJ rigln to sell, assign, gran) n securiq• inlcresl in or olhrnvise convey any pan of its inrcrcsl in Ihis Master
Agrecmcnt, any Lease or any Equipment in whole or in pan, withom prior notice so or the mnsem of Lcssce. Lessor shell nm issue a Crnifitate of Participation in the
Lease without conforming lo'frxaz law. If any Lease is sold, assigned, or olhenvise conveyed, Lessee agrees shat Lessor's purchaser, assignee or transferee, u she
Case may be ("Assignee")Shall (a) have the same rights, powers attd privileges Ihal Lessor has under the applicable Leaze, (b) have she right to receive from Lesser all
emonn[S dnC wtdrr the applicable Leaze; and (e) not be required to perform any obligations of Lessor, other than show Ihal are expressly azsumed in writing by such
Assignee. Lesser agrees to execute such acknmvledgenten6 losuch azsignmcnt u may be reasonably rcqucsred by Lessor or she Assignee. Lcssce further egrets Ihal
in any action bratghl by such Assignee against Lesser Io enforce Lessor's rights hercundcr, Lcssce will not uses against such Assignee any sr1-oR, Defense or
caunlerclaim thm Lessee may have against Lessor or any other person. Unless olhenvise specified by Lessor and Ihr Assignee, Lesser shall conlinne Io pay all antounls
due under the applicable Lcasc to Lessor; provided, howyvcr, shat upon uotificaslon from Lessor enJ the Assignee, Lcssce covenants to pay all amounts due under the
applicable Leaze to such Assignee when Jue and u directeJ in such notice, Lessee further agrees that arty Assigner may hmher sell, assign, grant a security interest in
or otherwise com~ey its rights and Interests under the applicable Leaze with the same force end elfecl u the assignment Described herein. Lessee may nos assign,
Iransfcr, sell, 5ublcaze, plcJgc or olhenvise dispose of Ihis Mazlcr Agrecmcnt, any Lease, any Equipment or any interest therein.
25. GURTIIER ASSUWINCES. Lcssce agrees to promptly execute attd deliver to Lessor such further docuntenls and take such further aelion u Lessor may require
in order to more clTcclivcly tarry om the intent and purpose of this Muter Agreement mid any Schedule. Without limiting she generality of the foregoing, Lessee
agrees (a) a famish to Lessor from time Io Iimc, its ccnificJ finwtcial statcmenls, officer's cenificatcs mtd appropriate rtsohitions, opinions of connscl nnJ such other
information eftd documenLS as Lessor may reaoonably request, enJ (b) to execute enJ timely Deliver to Lessor such documents Thal Lessor Jrems necessary to perfect or
prorccl Lessor's security inleresl in the Collaseml or to evidence Lessor's inlcresl in We Equipment his also agreed Ihal Lessor or Lessor's agent may file az a
financing slatcmenl, any lease document (or copy IhereOf, where pennitled by law) or other Rnaneing slelemenl that Lessor deems oppropriale to perfect or protect
Lessor's stcurity interest in the Collalrral or to evidence Lessor's inleresl in the Equipmrnl. Luste hereby appoints Lessor and mry agent of Lessor u Lessee's
nltomcyindacl, wish full power of subslilmion in Its place enJ stead, in its name or in the name of Lessor Io from lime to lime in Lessor's tote discretion take any
aelion and to execute mry inslrumenl which Lessor may deem necessary or advisable Io protect Lessor's interests hereunder. Lesser acknowledges and agrees shat such
appoinlmenl 15 Coupled wish rot inlcresl enJ is irevocablc until the czpiralion or terminarion of all Leazcs and financings and the salisfaclion by Lcssce of all of iU
obligallou hercundcr. Upon demanJ, Lcssce will promptly reimburse Lessor fm any filing or recordation ftts or czptnsa (including Icgal lets enJ costs) incnmJ by
Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and vvarranls tlml Lessee's name asset fon6 in Ihr signature block below is Lesstr's
fill and accurate legal name and char the Information set forth on the tint page hereof regarding its organization number, lax identification number end location is we
and cored az of the date herrnf. Lcssce further agrees to provide Lessor advance wril[wt notice of any change in the foregoing.
26. TERi\I OF h1AS'fER AGREEMEYf; SURVII'AL. This Muter Agreentem shall emnntrncr and be clTeclivr upon the execution hereof by both panics and
shall continue in effect nnlil Ierminaled by either pony by 30 days prior xallten notice to she other, provided That the e11'ecllve dale of she temnnmion is aRer all
obligations of Lessee arising hercundcr and pursuant to any Schedule have been fully satisfied. No1x~ilhstanding the foregoing, all represenlalions, x•arramics avid
covenants male by Lessee hercundcr shall survive Ihr Ienttinalion of this Muter Agreemem and shall remain in full force and effect. All of Lessor's rights, privileges
and indemnities under Ihis Muter Agrecmcnt or any Leaze, to the exlem They are fairly aluibulablc to events or cmtditions occurring or existing on or prior w the
expiration or termination of such Leese, shall survive such expiration or lcnninmion and be enforceable by Lessor and Lessor's successors mtd usigns.
Pogc3of9
MOLA IO-0I-0S
27. WAIVER OF JURY TRIAL. LESSEE AND LESSOR IIERED1' EXPRESSLI' N'A l1'ERNY RIGHT TO DEAL\ND A JUILY TRIAL 1VIT11 RESPECT
TO ANY ACTION OR PROCEEDING INSTITUTED 61' LESSOR OR LESSF,E Ilq CONNECTION 15'ITfI THIS MASTER ACREEMENI' OR ANY
FUNDAb1ENTAL ACREEMEN'T.
28. NOTICES. All naices, requesU, demands, waivers and other eammuniwlions required or pemlilleJ to be given under Ihis Muter Agrecmenl or any other
Fundamental Agrcensenl shell be in wrltlng and shall be deemed to have been received upon receipt if Delivered perswselly or by a nationally recognized overnight
courier strvice, or by conRmscni facsimile Uansmission, or 3 days after deposit In the United Slates mail, ecnified, postage prepeld with return receipt requested,
aJdresseJ as follows (or such other adJress or fat number az either perry Shell so notify the other):
If to Lessor: If to Lcssce
Hewlett-Packard Financial Services Company Cuy ofSchenz, Texaz
200 Connell Drive, Suite 5000 1400 Schanz Parkwa}•
Berkeley Ileighls, NJ 07922 Schanz, TX 78154
Attn: Director of Operations Noah America AIUS: John C. Kessd, City Manager ("Aullwrized Lessee Represtnlalivc")
Fat: (908)898.4882 Fat:
29. 8115CELI,ANEOUS
(a) Governing La+r. T111S M1IASTf:R ACREF,\]ENT AND EACH LEASE SIL\LL DE C01'EIL\ED 61' THE INTFRNAh 1 1R'S (A8 OPPOSk:D TO
CONFLICTS OF LAW PROVISIONS) OF TIIE 5TA"1'E OF EQUIPTIENT LOCATIO\.
(b) Credit Review. Lessee consenLS to a reasonable credit revie+e by Lessor for each Lease.
(c) Capllons and References, The captions contained in Ihis Master Agrecmenl and any Schedule arc for convenience only and shall not aged the inleryrelallon of
Ihis Master Agreement or any Lease. All references In Ihis Master Agrecmenl to Scclions arld Gxhibits refer to Scclions hereof and Ethibils hereto unless otherwise
indicalcd.
(d) Entire Agrecmenl; Amendments, This Masser Agrecmenl and all other Fundamental Agrecmcros execuleJ by both Lessor and Lessee conslimle Ilse entire
egreemem belxren Lessor anJ Lesscc relating to the leasing of Um Equipment, and supersede all prior egrcemcnls relining thereto, xhelher wriucn or oral, arsJ may not
be mnasdcd ar modified csccpl Ina +vriting signed by the parries hereto.
(e) No 1Yaiver. My failure of Lessor to require strict perfomsance by Lessee, or any wviucn waiver by Lessor of any provision hereof, shall not couslinne consem or
xairer ofany other breach of the same or any other provision hereof.
(Q Lessor AD)Ilates. Lessee understands and agrees Thal Hcwlcll•Peckard Financial Services Company or any aRiliatc or subsidiaq' Ilsereof may, as lessor, execute
Schedules under Ihis Messer Agrecmenl, in which event the lams and conditions of the applicable Schedule and This Muter Agrecmenl u it relates to Usc lessor msJer
suds Schedule shall be binding upon anJ shall inure to the benefit of such cosily executing such ScheJule u lessor, u well u any Successors or assigns of such cosily.
(g) Invalldlly. If any provision of Ihis Masser Agrecmenl or any Schedule shall be prohibited by or invalid under law, such provision shall be inefTective only to the
etlenl ofsuch prohibition or invalidity, without invelidaling the remeinJCr of such provision or the remaining provisions of Ihis Masser Agreensenl or such Schedule.
(h) Caunterparls. This Master Agrecmenl may be exCCUlcd in counterparts, which mlleclivdy Shall conslilule ono docwnenL
(I) Lessor Reliance. Lcssm may act in reliance upon any inslmdion, inslmnsenl or signature reasonably belicveJ by Lessor in goof faith to be genuine. Lessor may
assume that arty enlployce of Lessee who executes any document or gives any wriucn notice, request or inswclion has the awhorily to do so.
30 DEFINITIONS, All Capitalized Ienns used in this Master Agrecmenl have Usc meanings sd fonh 6dmv nr in the Scclions of this Master Agrecmenl referred to
belo+v:
"Acceptance CerllOcale" means an Acecplalce Cenifirnle in subslanlially the form of Exhibit B cveculed by Lessee and delivered to Lessor in accordance with
Section 3.
"Acceptance Date" means, az to any Lease, the dale Lcssce shall have accepted the Equipnsenl subject to such Lease in accordance with Section J.
'Slulhorized Lessee Represenlalh~e'"has the meaning specifieJ in Scclias 28.
",\sslgnee" means any assignee of all or any porliws of Lessor's interest in Usis Master Agrcemenl, any Schedule or ally GquipmenL whdher such azsignec
recelveJ else assignment of such interest from Lessor or a previous assignee ofsuch interest.
"Casualq• Loss" means, with respect to any Gquipnunl, else candcmnalion, taking, loss, deslmclion, IheR or damage beyond repair of such Equipncenl.
"Casually Vxlue" means, az to any Equipment, an asnounl dcicrosined u of the dart of the Casually Loss or Lessee Default in question pursuant to a "Table of
Casualty Values" almchcd to the applicable ScheJule or, if no'"fable of Casually Vaiucs" is attached to the applicable Schedule, an amount equal to the sum of (i) Use
present value u of the date of the Casually Loss or Lessee Default in question (discauucd al 5%pcr annum, compounded monthly) of all Rcnl paynsenls payable after
such dart through the scheJnlcd dale of cxpimlion of the Then Applicable Tenn, plus (ii) the present value az of the desk of the Casualty Loss or Lcssce Dcfaull in
question (diswunkd al 5% per annum, compounded monUUy, from the scheduled dale of expimlion of the Tlsen Applicable Terns) of an mnounl determined by
nndUplying the applicable casually pcreenlage speeifieJ belmv by the Total Cosl of such Equipment. The applicable casually percentage shall be JS% for Equipment
having ars Initial Tcnn of less Than 24 monliw; 30% for Equipnlcnl having an Initial Tcnn af24 months or greater, bin less than J6 months; 25% for Equipnrem having
an Initial Tenn of )6 months or greater, but Icss than 48 months; end 20% for Equirynan having as Initial Term of48 masths or greeter.
"Claims" means all claims, anions, suits, praeedings, costs, expenses (induJing, without limilalias, croon toles, wilrsess fees and atlonleys' fees), damages,
obligations, judgmtnls, orders, penalties, fines, Injuries, liabililics and losses, including, without limilalion, actions based as Lessor's strict liability in tort.
"Collateral" has the meaning specifieJ in Section 23.
"Daily Renl" means, u to any Lease, en amount equal to the per diem Renl payable msJer the applicable Schedule (calculalcd on the basis of a 360 day year anJ
JO day nsonlhs).
"End-ol-Term Notice" means, u to any Least, a x•rilsen notice delivered by Lesscc to Lessor al Icu190 day's prior to the end of the Initial Teml, any Rcncwal
Tams or any optional extension of the Initial Tcnn or an}• Renewal Term selling fonh Lessee's elections pursuant to Setlion 4 with respect to the Equipment subject 10
such Lease. Each End•of•Term Notice shell specify on a line item boil and in the sanse format az the Equipment is described in the applicable Schcdulc (or if diRerenl,
in the applicable Atceplente Cenificalc) the Units of T:quipmcnl to be purchased by Lessee (if any), as to which the Lease is to be rcneweJ (if any) noel thin are to be
resumed to Lessor (if any).
"Equipment" has Use meaning spceiftcd in Setlion I.
"Equlpmenl Location" means, az m any Equipment, the adJrcss al which such Equipment is located from time to lime, az originally specified in the applicable
Seheduleand u subsequently specified in a notice delivercJ to Lessor pursuant to Section 12, if applicable.
"Felr ,,{larkel Value" uscans the total price Ihel would be paid for any speeiReJ Egnipmenl in an arm's length Iransadion 6ctw•ccn an informed arsd willing buyer
(other Than a used equipment deahr) under no compulsion to buy and an infommed and willing sdhr under no compulsion Io sell. Such total price shall not be reduced
by the costs of removing such Equipment from its covens location or moving it to a new location.
"Fair Rental Value" means the amount of periodic rent That would be payable for any specified Equipment in en emi s length transaction beh+ten flu Infomsed
and willing lessee end an infommed anJ willing lessor, rwither unJer compulsion to lease. Such amount shall not be reduced by the costs of removing such F.quipnxnl
from its current location or moving it to a new location.
Page 6 of9
\10LA IO-01-as
"Final Involve Amount" haz We meaning scl fork in $CC110r1 2(c).
"First Payment Date" means, as to any Lease, IhC dale the Rrst Rent payment with respect to Ure hritial 1'emr ofsuch Leaze is due, as determined pursuwm to the
terms of the applicable Schedule.
"Fiscal Period" shall mean the fiscal year of Lessee, as i1 may be more particularly JescribeJ in a Schedule.
"Fundamerrfal Agramenls" means, collectively, this Master Agreerneny each ScheJule and Acceptwtec Certificate and all other related insuumenls and
d«umenfs.
"Iardware" means items of langi6le equipment and other property.
"Initial Term° means, a to any Lease, the initial term thereat as specified in the related ScheJule.
"Lease" has the meaning specified in Section 2(a).
"Lessee" has the meaning specified in the preamble hereof.
"Lessee Default" has the meaning specified fn Section 20,
"Lessor" has the meaning specified in the preamble hereof.
"License Agreement" means any license agreement or other Jocunrenl granting the purchaser the right louse Sotiware or any Technical information, confidential
business infomtaliwr or aher d«umentation relating to Hardware or Sofware, az amended, moJifieJ or supplemented by eery other agreement between the licensor and
Lessor.
"Master Agreement" hoc the meaning specified in the prtamblc hereof.
"Aleterlal Agreements" means, colleclivcly, all Pmrdancenlal Agreemens, nil other material agrcencenls by and between Lessor and Lessor, and any application
for creJil, Martcial statwnenl, or financial Jata required Io be prm•iJeJ by Lessee in Connection with any Lease.
'•Moblh PC Equipment"has the meaning specified in SeClion 12 hereof.
"Non-Appropriation"has the meaning specific) in Section 7.
"Optional AJdlllons" Iran the meaning sp<cificJ in SeClion I I.
"PC Equlpmtnt" utean5, colleclivcly, personal conlpulers (eg., workstations, desktops and nofeb«ks) and related tlcros of peripheral equipment (c.g., monitors,
primers and J«king stations).
"Purchase Decnmtnls" means, az to any Equipmcnl, any purchaze order, contract, bill of sale, License Agreement, invoiu and/or other d«untenLS Thal Lessee
haz, al any lime, approved, agree) to be bound by or entered info with any Supplier of such Equipment relating to the purchase, ownership, use or warranty of such
Equipmcnl.
"Renewal Agreement" hu the mcarting specific) in Sccfim+4.
"Renesrel Term" has 1hC nwaning specified in Section 4.
"Beni"has the meaning specific) in Section 5.
"Schedule" means, unless Ore context shall otherwise require a Schedule execute) by Lessor and Lesscc pursuant Io Scclion 2(e).
"Seller" means, as to any Equipment, the seller ofsuch Equipment as specified in the applicable SchcJUle.
"Sofhwere" means copies of computer sollwarc programs ox7ted or IicrnseJ by Lessor, and elq• disks, CUs, or other media on which such programs ore store) or
wdflcn.
"Stale" means any of the stelCS of the Unilcd Slates, its lerrilortcs end poss+ssions.
"StlpulateJ Loss Value" means, as to any Equipment, err anroum equal to the sum of (e) all Rent orul other amounts due and owing with respect Io such
Equipmcnl az of the dale of payment ofsuch amount, plus (b) Utc Casually Value ofsuch EquipmenL
"Substltule Equipmcnl" nrcarrs, aw to any item of Flardwarc w Software subject to a Lease, a substmnially equivalent or better item of Hwdwarc or Soflx•arc
hm•ing equal or greater capabilities and equol or greeter Fair Markel VAlue manufactured or license) by the some manufacturer or licensor as such ilwn of Hardware or
SoRxare subject to a Lease. The dctcnninallon of whether any item of Equipment is subsLwtially equivalent or better Than an item of Equipment subject to a Lease
shall be hazed on all rClevant fa<IS err) circuntslanCCS, but shall minimally require, In the caze of a Compule4 1ha1 each Of pr«essor, hard-0rive, random a«ess memory
and CD ROM drive, if applicable, be equivalenf or bellrr.
"SUppller' means as to any EquipmenL the Seller and the manufacturer or licensor of such Equipment Collcclivcly, or where the context requires, any oflhem.
"System Sofhrare" means an item of Sollware That is pre-loaded on an ilCm of HarJxare purchased by Lessor for Icaze hereunder for which the rclevam
Purchase Documents specify no purchaze price separate from the aggregate purchase price specific) fw such items of Hordwarc and Sotiware.
"Taxes" means all license and registration fees end all la<ts (loCAl, stale erd federal), fees, levies. Imposts, duties, assessments, charges and withholding of any
nature whalsaver, however designate) (including, xithont limitation, any value added, Transfer, sales, use, gross receipts, business, occupation, excise, personal
property, real propert)•, clamp or other (awes) other Than Taxes measured by Lessor's income.
"Term" means Urt tcmt thereof as specific) in the related Schedule.
"Then Applhable Term" means, as to any Lease, the Icmr of the Lcazc in effect al the time of delemrinalion, whether i1 be the Initial Term, any Re«wal Teml
or en)• optional or other 8momaliC extension of the Inilial'ferm or mry Renewal Tcrm pursuant to Scclion 4.
"'total Cosy' means az to any Lease, the Iwal acquisition cost Io Lessor of the Equipmcnl subject to such Lease as set forth in the applicable Purchase Docununls,
including related delivery, inslallmiat, Tares and odwr charges wvhich Lessor haz agreed to pay anJ Irea1 az a portion of such acquisition Cost, if any.
"'1'o1Al Term" means, az fo any Leaze, the aggregate lemr of such Lease, including the Initial'femr, mry Renewnl Tenu and nny optional or other aulomalic
extension of the Initial Tcnn or an)• Renewal Term pursuant to Scclion 4.
"UCC" means the Uniform Commercial Code az enacted and in effect in any appliceblejurisdiclioa
"Unit of F.qulpmm~l" means, as to the Equipment lensed pnrsnanl Io nny Schedule (a) each individual item of PC Equipment leased pursuant to such Schedule.
and (b)all Equipmrnl taken az a whole leased pursuant to such Schedule other than PC Equipment taken az a whole.
IN WITNk:SS \VIIEREOF, LESSEE AND LESSOR IL\VE EXECUTED THIS MASTER AGREEh1ENT ON TIIE DATES SPECIFIF,U RELO\V,
UNTIL AND UNLESS LESSEE EXECUTES THIS b1ASTER OPERATING LEASE AGREE6I F;NI' IN COXIYLIANCF \VITH THE TER\iS
IIERF.OF, LESSOR'S SIGNATUILE IIF.REON StIALL OPERATE ONLI' AS AN OFFER TO LESSEE "f0 h1AKF, AN OF'FF:Ii TO LEASE
PURSUANT TO TIIE TERMS fIF.REOF. UPON EXECOTION RY LESSEE, AND PROVIDED LESSEE IS hV COM1IPLIANCF, WITH TIIE, TERMS
HEREOF, THIS SCHEDULE SR.\LI. RE 61ND1\C ON ROTA PARTIES HERETO.
LFSSF:E: ''~ ~~
CITI'OF SCIIF.RTZ, TEC ~1~_J/
Ry: tom/
~oti~ ~• ~XSSe~ ef~a ~~~~ str-
LESSOR:
HE15'LE~TT-PACKARD FIN NCIAL SERVICES COhIPAN1'
Name ndTllle ~ ,Cl F
or~~r~wliordS I~inNNGcli
DRIB DAIt
31?~IZ
~ Amhwized Io Jo business inthe nantc of Hexieu-Packard Financial Servims Company, htc. in the states ofAlabama and New York.
Page 7 of 9
MOLA 10-01-05
[~p] hp linancial services
i..,.,
BILLING INFORMATION REQUEST FORM -INVOICING TNSTRUCTIONS
Customer ID Number: 4453028924
Schedule Number(s): 445302892400001
IN ORDER FOR HEWLETF-PACKARD FINANCIAL SERVICES COMPANY TO PROPERLY BILL AND CREDIT YOUR
ACCOUNT, IT 1S NECESSARY THAT YOU COMPLETE THIS FORM AND RETURN IT WITH THE SIGNED DOCUMENTS.
BILL TO ADDRETSS:(CUSTOMER LEGAL NAME): City of Schertz, Texas
Dept Name: 7„fr•M nfro-~ T+~(rno%9a 4
Streef: /'/W scti.-E-~ Po~4 .ate "T
City, Stale & Zip: scl,.--h_( Tx 78'f 59
BILLING CONTACT:
First, M.I. and Lasl Name: My/ts (.'~a t,3L^
Title: ~~(.-..,~,ar.,, T~ 1.,,.1o a„ .Or'~e~,r-
PhoneNumber: Rro- lOl9- (isd'~'
Fax Number: A/i#
Email: rv,r (n usrr ro Sr ~~Fz~ra
PURCHASING CONTACT:
First, M.I. and Last Name: •+4 /i C/q rrc~
Phone Number: d(rr- G,in- rr h-o "
Fax Number: r+~i.4
Email: ..u ~o, ~-- (a Sc~lv.~L._ ~-
PURCHASE ORDER NUMBER: /
Do your Invoices require PO numbers: OYES ^ NO
FEDERAL TAX ID NUMBER: ~(-(Y(v 93 yy
ARE Y~SALESIRENTAL TAX EXEMPT?
S (Please return a wpy of your Sates and Use Tax Exempt Certificate with this Form). it Nor, you vnu ee nccsssso rnxes accoeoiNaw
^ NO
POINT OF CONTACT FOR SURVEYS (from time to time we survey our customers to see HOW WE CAN BETTER SERVE
THEIR NEEDS ETC)
Flrst, M.I. and Last Name: ~~~ f/aH~~
Title: fie., s.~c~lr..-l rr:.
Phone Number: aro-v/~-A~6
Email: PL,acLv~/rA ScG..-G:. cr
EQUIPMENT LOCATION (If different from Billing Address):
1.
2. a
3. i
ADDITIONAL INFORMATION NEEDED ON INVOICE: '~
SIGNATURE AND DATE:
,ri(7n l.l/CalS~
o6ao.rMU~c rwrsrr
INSURANCE INFORMATION REQUEST FORM
Broker/Agent Name: ~QKgS /~a.,;~~joal Lzg9r,a~Trrf.r~3o~r~.~„,~,",~~ JZr'S/~ ~J~) ('7'w,Z(r(p~
Address: PO /~+X /v919~f A~~,:,,T ~g7f~/-9/RY
contact: L.rgcQc- S~•G..~se_ Telephone: (Sf~ Y5/-23~ o^ ~F'~~ 537-7etn5S
Emall: Il//~T Fax: ~51~ /l°Il-p^r(p c~
Insurance Broker/Agent:
We have entered into a Stale and Local Government Master Operating Lease Agreement Number 4453026924 with Hewlett-Packard
Financial Services Company for the leaselfinance of computer equipment components, accessories and related peripherals (the
"Equipment°).
Please insure the Equipment, issue a written endorsement naming Hewlett-Packard Financial Services Company as Additional Insured
and Loss Payee, and state that each policy shall provide Hewlett-Packard Financial Services Companywith at least thirty (30) days prior
written notice of any material changes in ceverage, cancellation ornon-renewal. The policy should include the following endorsement:
"The insurance under this policy shall be pdmary insurance and the company insurer shall be liable under this policy forthe full amount
of the loss up to and including the total limits of liability herein without right of contribution from any other insurance effected by Hewlett-
Packard Financial Services Company under any policy with any insurance company covering a loss covered under this policy.°
Please provide Hewlett-Packard Financial Services Company with proof of insurance in the form of a certificate of insurance. The certificate
should include proof of the following:
X Phvsicel Damage (All Riskl in an amount not less than the replacement value of the Equipment leased orfinanced from Hewlett-
Packard Financial Services Company under the Stale and Local Government Master Operating Lease Agreement Number
referenced above
X Bodilv Iniurv and Property Damage Liability with limits of no less than $2,000,000.00 total liability per occurrence
X Deductibles not to exceed $25,000.00
If Hewlett-Packard Financial Services Company requests additional or updated certificates in the future, you should provide such certificates
to Hewlelf-Packard Financial Services Company.
Forward certificate(s) of insurance to: Hewlett-Packard Financial Services Company
200 Connell Drive., Suite 5000
Berkeley Heights, NJ 07922
Attention: Public Sector Operations
Lesseennsured: City of Scheriz, Texas
ex D
Print Name ills: ~ 1. nPSSe.(( l r{Y r"IO nrh~C
T
Dale: , 2012
(Please forward a copy of this Insurance Information Request Form fo your Broker/Agent immediately and refum the original wrilh the
executed lease documents.]
aao. inrwr; r6msr~
~~/~T Certificate of Coverage
M'Ex nVeJxr•.~,~.'i,ix yoJm.
7MLIRP ConVaol Numhor. 8491
Member: CompenyA ording Coverage:
Schedz Taxes Municipal league Inlergovernmenlal Rlak Pool (TMLIRP)
Ma Rqe Dupral•WeWo PO Box 149194
PurchesingfAssel MgnN Oir Auslln, TX 78714.9194
1400 Schedz Pkwy (512) 491-2300 or (800) 637.6856
Schedz,Texes 78164.1834 Fax: (512)491.2404
Certificate Holder:
Hewlett-Packard Financial Services Company
200 Connell Dr., Sle. 6000
Berkeley Helghls, NJ 07922
Thle Is to cerllty that the coverages Ibled below have boon provided to the member and are In eflecl el Ihls lime. Nolwllhelandingeny requirements,
terms, or condltlona of any other contract or agreement with reepecl to which this ceHllloela may be Issued or may pertain, the coverage afforded by
TMLIRP desorlbed herein Is aubJecl only to the terms, exclusions end addillona of TMLIRP's coverage conlracla between TMLIRP entl Ile
member s). Oovara a la contlnuoue until canceled,
Gonerel Llablllty - ENeUNe Oate: 10/18011 Real & Personal Property Eflecdve Dala: 10It/2011
Annversary Dele: 10!18012 Annkorsery Dale: 10/1/2012
Llmlls of Llabllily (Each Occurrence): $1,000,000 Llmlls or Coverage: 555,273,921
Sudden Events Involving Pollution
(Each Occurrence): $1,000,000 Deductible or OOcurrence: $500
Annual Aggregate: 52,000,000 Mobile Equipment ENecOve Dale:
Deducllble erOaurrence: $2,600 AnnNersary Dele:
Lew Enforcement Llablllty ENeetNe Da e: Llnilla of Coverage:
Anniversary Dale: Deducible per Occurrence:
Llmlls of LIabIMty (Each Occurrence): Boller & Machinery • Broad Form ENecOVe Dele:
Annual Aggregate: Anniversary Dale:
Deducllble er Occurrence: PerAuldenl Limit:
Errore and Omlaslone la Illty ENecINa Dale: OaduUlble ar Occurrence:
Anniversary Dale: Yes No
Llmlls of Llablllty(Eech Wrongful AU): Mortgagee X
Annual Aggregate: LOSS Peyea X
Deducllble per Occurrence: - Loan Number:
uto Llab Illy E eU a Da e: Year Make Mo el VI Va ve
Anniversary Date:
Llmlls of Llabllily (Each Occurrence):
Deduc861a per Occurrence:
Auto Physical Damage ENeGNe Date:
Annlvaraary Data:
Llmlls of Llablllty:
Collision DeduUbble:
Com rehenaNe DeduUlble:
Yea No
LoaS Payoe: X Loan Number:
DESCRIPTION:
Evidence of wvorege for HP VCX • Phone Syalem • Value 5189,859
Cencelfallon: Should any of the above deacdbad coverages be canceled before the anniversary dale lhereol, TMLIRP wNl endeavor to mall
30 days written notice to the above named udllbale holder, but failure to moll such notice shall Impose no obligation or liability of any kind
upon 7ML•IRP.
Authorized Repreeenlative Data Issued
t,L, ~~ 38212012 X102
10l15W8
LOSS PAYABLE CLAUSE -REAL & PERSONAL PROPERTY
This endorsement forms a part of the Declarations to which attached, effective on
the Inception date of the coverage unless otherevise stated herein, and modifies
such coverage as is afforded by the provisions of the coverage shown below:
CO)VIPREHENSIVEPRGPERTY COVERAGE
Entity Name : Scherle
Entity ID :8491
Effective Date :03/20/2012
Loss on the Items shown below shall be payable to:
Name ;Hewlett-Packard Financial Services Company
Address :200 Connell Dr., Ste. 5000
City, State & ZIP ;Berkeley Helglrts, NJ 07922
as mortgagee, loss payee or lienholder as their interest may appear at the lime of loss.
Deslguatlon of Property
Location Description Total Value
Vm•ious Lacatlons HP VCX -Phone System $169,859
TEXAS MUN[CIPAG LEAGUE INTEROOVERNMENTALR1SK POOL
EP)00
05!10!02
LAN
(~®UVU Techno/ngies
5411 Bandera Road, Sufte 303, San Antonio, Texes 78238
Phone: (210) 681-2505, Fax: (210) 681-2509
Visit us on the web @ www.lctlnc.net
City Of Schertz
1400 Scherfz Parkway
Schertz, TX 78154
210-619-1181
it_coordinator@scheriz. com
Proposal
Date Proposal #
1/1/2012 1319
- IP 8 Traditional Telephone Systems
- LAN 8 WAN Network/ng So/utlons
- LAN 8 WAN Network Security Solutions
- Enterprise 8 SMB W/reless LAN So/utIons
- V/deo 8 Audio Conlerenc/ng Solut/ons
- Servers, PCs $ Storage SolutIons
- IP Surveillance So/utlons
Account Representative RC Project Title SIP PBX Upgrade
This document contains proprietary information and is Intended for the sole use of our wstomers. Insfalla0on pridng is basetl on using exlsfing CATS,
CATSe, CATS or CATS cable and Jacks. Pre-installed cabling that cannot be re-used will Incur addi8onal expenses. This proposal does not include any
expedite charges, and is limited to (hose services described herein. AddiBOnal work outside or beyond the scope of this dowmenl shall be billed al a per
hour rate.
Any and all cenfigurafions and proposals provided by LAN-COMM Technologies, Inc. and/or its authorized represenla0ves are attempted in good faith. Any
omissions and/or errors must be addressed and mutually resolved prior to a Purchase Order being accepted.
Item Number Item Description Qty Unlt Cost Total
JC518A HP VCX Connell 200 Unified Communice0ons Pdmary Server, includes (25) Business phone 1 7,769.00 7,769.00
licenses, (25) IP Messaging seal license, (25) Desktop Communicator softphone licenses, (25)
Convergence Client softphone license, and (4) Analog licenses
JC519A HP VCX Connec1200 Unified Communicelions Secondary Server cenOnuously replicates 1 6,219.00 6,219.00
primary server for survivability and rapid failover for mission-critical cemmunlcalions
JC521A HP VCX 250G 3.5 Spare RAID Disk for Connec1200 Pdmary 8 Secendary 2 1,239.00 2,478.00
JE428BAE HP VCX CDR 9.x Server License 1 459.00 459.00
J9668A HP VCX IP Conference Server V7005 Platform w/ DL120 G6 Server 1 5,179.00 5,179.00
JC521A HP VCX 250G 3.5 Spare RAID Disk for IP Conf. Server 1 1,239.00 1,238.00
JE324BAE HP Presence and IP Conference Server Software, 300 users 1 3,409.00 3,409.00
JE3028AE HP Telecemmuting Motlule 25 User (Software) 2 1,369.00 2,738.00
JE424BAE HP VCX ACD 5 Agent Seal Bundle 2 1,139.00 2,278.00
JE331BAE HP VCX Business IP Phone License 250 Bundle 1 31,555.00 31,556.00
JE332BAE HP VCX Business IP Phone 50 Bundle 1 7,360.00 7,360.00
JC514BAE HP VCX IP Messaging License 250 Bundle 1 12,615.00 12,615.00
JC575BAE HP VCX IP Messaging Seal License 50 Bundle 1 2,840.00 2,840.00
JE338BAE HP VCX Desk Communicator Outlook Addition Soft Phone (50) E-Lill 1 3,499.00 3,499.00
JE286BAE HP VCX 7111 FXS Porl License 72 52.00 3,744.00
JE376A HP VCX V7122 2-span E7/TI IPRI Digllal VoIP Gateway 2 8,239.00 16,478,00
JE371A HP VCX V7111 (2) Pon FXS Analog Gateway 36 329.00 11,844.00
JE369A HP VCX V7111 (4) Pon FXO Analog Gateway 1 579.00 678.00
UW762E HP 3-year, pans only, nexklay advance exchange, (Conned Pdmary Server) 7 1,038.00 1,038.00
UW162E HP 3-year, pans onty, next-0ay advance exchange, (Conned Secondary Server) 1 1,038.00 1,038.00
UW162E HP 3-year, pans only, next-day advance exchange, (IP Conference Server) 1 1,038.00 1,038.00
UW762E HP 3-year, pans only, next-0ay advance exchange, (T1/PRI Digital Gateway) 2 1,038.00 2,076.00
Payment Terms: Net 15 on OAC, with approved uedil. - Quotation paces are valid for 30 days and subject
to change and/or revisionwithoulnodce. ALL PURCHASES REQUIRE I/2 DOWN PAYMENTAT THE TIME Subtotal
OF ACCEPTANCE, BEFORE EQUIPMENT IS ORDERED.
,,,/
C
~"
~
~/~
~ Sales Tax (0.0°/a)
Y /°lancr~i-
~
r
Accepted By:
~
•
/
Acceptance Date:
TOt1~
`- Page 1
LAN
~~OVU~ Techno/agies
541 i Barxiera Road, Suite 303, San Antonio, Texas 78238
Plane: (210) 681-2505, Fax: (210) 681-2509
Visit us on the web @ www.lctlnc.net
City Of Schertz
1400 Schertz Parkway
Schertr,TX 78154
210-619-1181
it_coordi nator@sch ertz.com
Proposal
Date Proposal #
1/1/2012 1319
- IP 8 Tradlt/onal Telephone Systems
- LAN 8 WAN Network/ng Solutions
- LAN 8 WAN Network Security SolutIons
- Enterer/se 8 SMB W/reless LAN So/utlons
- Video 8 Aud/o Con/erencing So/utlons
- Servers, PCs & Storage Solutions
- IP Surveillance Solutions
Account Representative RC ProjectTllle SIP PBX Upgrade
This document contains proprietary informa0on and Is Intended for the sole use of our customers. Inslalla0on pricing is based on using exisfing CAT6,
CATSe, CAT5 or CAT3 cable and jacks. Pre-installed cabling that cannot be re-used will Incur additional expenses. This proposal does riot inGude any
expedite charges, and is limited to those services described herein. Addi0onal work outside or beyond the scope of lhls document shall be billed al a per
hour rate.
Any and all configura0ons and proposals provided by LAN-COMM Technologies, Inc. and/or its authorized representatives are attempted In good faith. Any
omissions and/orerrors must be addressed and mutually resolved prior to a Purchase Order being accepted.
Item Number Item Description Qty Unit Cost Total
UW130E HP 3-year, pads only, nextday advance exchange, (4-Port FXO Gateway) 7 102.00 102.00
UW130E HP 3-year, parts onty, nextday advance exchange, (2-Port FXS Gateway) 36 102.00 3,672.00
UW172E HP 3 year 24x7 Nehvorks VCX level3 Software Support 2 425.00 850.00
1N742E HP 3 year 9x5 Nehvorks Group 155 License Support (IP Conf. Software) 1 1,251.00 1,261.00
HR476PE HP 1 year Next Day Exchange Hardware Support Post Wananty Extended service agreement- 10 2,091.00 20,910.00
Primary Server, Secondary Server, Conference Server, T1/PRI Gateways
Discount GovEd Discount 7 -27,000.00 -27,000.00
Inslallalion Installa0on, Setup, & Training 1 26,000.00 26,000.00
Professional Services LAN-COMM Professional Service Block of Hours, (24) hours per year for (5) years 120 83.35 10,002.00
HK647S This ceurse provides praGiwl, hands-on experience Installing, configuring, operating, and 2 3,250.00 6,600.00
maintaining VCX Connect solutions. This baining Is Intended to prepare Individuals for the VCX
Connect Standard 9.0lnslallafion and Adminislrafion Professional (31AP) Exam. Length 5 Days,
Delivery method is Instructor-led training
Payment Tanns: Net 15 on OAC, with approvetl uediL- Quotation prices are valid /or 30 days and subject
to change anNOr revision vdthouf notice. ALL PURCFIASES REQUIRE 112 DOWN PAYMENT AT THE TIME
OF ACCEPTANCE
BEFORE EQUIPMENT IS ORD Subtotal
$159
859
00
,
ERED. .
,
~-
l
k
~
~
~
e
~ Sales Tax (0.0%) So.ao
'>
p
~
N
a~~e~
•
Accepted By: -J~
~
T-~
Acceptance Date: TOt1I $169,859.00
Page 2