13-R-90 - U. S. Band Equipment - Life Pack 15 monitorsRESOLUTION NO. 13 -R -90
A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER
LEASE PURCHASE AGREEMENT BETWEEN THE CITY OF
SCHERTZ, TEXAS AND U.S. BANK EQUIPMENT FINANCE, A
DIVISION OF U.S. BANK NATIONAL ASSOCIATION FOR THE
PURCHASE OF VARIOUS EQUIPMENT ITEMS AND TO PAY THE
COSTS OF FINANCING; AUTHORIZING CERTAIN CITY OFFICIALS
AND CITY STAFF TO EXECUTE DOCUMENTS TO EFFECTUATE
EACH INSTALLMENT DELIVERY OF THE EQUIPMENT; AND
ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE
SUBJECT AND PURPOSE OF THIS RESOLUTION
WHEREAS, the City of Schertz, Texas (the City) is a home rule municipality, a political
subdivision of, and is duly organized and existing pursuant to the Constitution and laws of the
State of Texas (the State);
WHEREAS, pursuant to applicable law, the City Council (the City Council) of the City is
authorized to acquire, dispose of, and encumber personal property, including, without limitation,
rights and interest in property, leases and easements necessary to the functions or operations of
the City;
WHEREAS, the City Council hereby finds and determines that the execution of the
Master Lease Purchase Agreement , dated as of November 12, 2013, attached hereto as Exhibit
A, including the Non - Appropriation Addendum and Schedule to Master Lease Agreement (the
Equipment Lease) in the principal amount not exceeding the amount stated therein for the
purpose of acquiring the property (Equipment) to be described in the Equipment Lease is
appropriate and necessary to the functions and operations of the City;
WHEREAS, U.S. Bank Equipment Finance, a division of U.S. Bank National
Association (the Lessor) shall act as Lessor under the Equipment Lease and the City will act as
the Lessee;
WHEREAS, the City Council hereby finds and determines the adoption of this resolution
(the Resolution) and the execution of the Equipment Lease are in the best interests of the
residents of the City; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
SECTION 1. The Equipment Lease attached hereto as Exhibit A is incorporated by
reference to this Resolution for all purposes.
SECTION 2. The Mayor, Mayor Pro Tem, City Manager, Director of Finance, and/or
City Secretary (each an "Authorized Representative ") acting on behalf of the City, are hereby
authorized to negotiate, enter into, execute, and deliver an Equipment Lease in substantially the
form set forth in Exhibit A hereto, which document is available for public inspection at the office
of the City. Each Authorized Representative acting on behalf of the City is hereby authorized to
50688330.1
negotiate, enter into, execute, and deliver such other documents and certificates relating to the
Equipment Lease as the Authorized Representative deems necessary and appropriate. All other
related contracts, certificates, and agreements necessary and incidental to the Equipment Lease
are hereby authorized.
SECTION 3. The aggregate original principal amount of the Equipment Lease shall not
exceed the amount set forth in the Equipment Lease and shall bear interest as set forth in the
Equipment Lease and the Equipment Lease shall contain such options to purchase by the City as
set forth therein.
SECTION 4. The City's obligations under the Equipment Lease shall be subject to
annual appropriation or renewal by the City Council as set forth in the Equipment Lease and the
City's obligations under the Equipment Lease shall not constitute a general obligation of the City
or indebtedness under the Constitution or laws of the State.
SECTION 5. The Equipment Lease is not "state or local bonds" within the meaning of
section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest
on the Equipment Lease is not excludable from the gross income of the holders thereof for
federal income tax purposes.
SECTION 6. 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 7. All ordinances and 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 8. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
SECTION 9. 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 10. 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, as amended, Texas Government Code.
SECTION 11. Pursuant to the provisions of Section 1201.028, as amended, Texas
Government Code, this Resolution shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances or resolutions.
50688330.1 -2-
PASSED AND ADOPTED by the City Council of the City of Schertz, Texas, this the
12`h day of November, 2013.
CITY OF SCHERTZ. TEXAS
R. Carpenter, Mayor
ATTEST:
Qz�n
renda Dennis, City Secretary
(CITY SEAL)
50688330.1 S -1
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF BEXAR, COMAL AND §
GUADALUPE §
CITY OF SCHERTZ
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 12`h day of November, 2013, the City Council (the Council) of the City of
Schertz, Texas (the City) convened in regular session at its regular meeting place in the City Hall
(the Meeting), the duly constituted members of the Council being as follows:
Michael Carpenter
Jim Fowler
David Scagliola
George Antuna, Jr.
Cedric Edwards, Sr.
Sydney H. Verinder
Mayor
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
and all of such persons were present at the Meeting, except the following: Councilmember
Cedric Edwards, thus constituting a quorum. Among other business considered at the Meeting,
the attached resolution (the Resolution) entitled:
A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER LEASE
PURCHASE AGREEMENT BETWEEN THE CITY OF SCHERTZ, TEXAS
AND U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK
NATIONAL ASSOCIATION FOR THE PURCHASE OF VARIOUS
EQUIPMENT ITEMS AND TO PAY THE COSTS OF FINANCING;
AUTHORIZING CERTAIN CITY OFFICIALS AND CITY STAFF TO
EXECUTE DOCUMENTS TO EFFECTUATE EACH INSTALLMENT
DELIVERY OF THE EQUIPMENT; AND ENACTING OTHER PROVISIONS
INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS
RESOLUTION
was introduced and submitted to the Council for passage and adoption. After presentation and
discussion of the Resolution, a motion was made by Councilmember Scagliola that the
Resolution be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Mayor Pro -Tern Fowler and carried by the following vote:
4 voted "For" 0 voted "Against" 0 abstained
all as shown in the official Minutes of the Council for the Meeting.
50688331.1
2. The attached Resolution is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my
office, each member of the Council was given actual notice of the time, place, and purpose of the
Meeting and had actual notice that the Resolution would be considered; and the Meeting and
deliberation of the aforesaid public business, was open to the public and written notice of said
meeting, including the subject of the Resolution, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, as amended, Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 12'h day of November, 2013.
C:
City Secretary,
City of Schertz, Texas
(CITY SEAL)
-2-
50688331.1
EXHIBIT A
MASTER LEASE PURCHASE AGREEMENT
50688330.1 A -1
Exemption TX 0211412014 09:27 AM
- Linda Mulligan to: EF Sales Tax Request Shared
This will book today
030 - 51436 -001
City of Shertz
U7--'
20140214092102129.01
Linda Mulligan
Lease Coordinator
U.S. Bank Equipment Flnande,lnc.
Phone: 503- 603 -2887
Fax: 800 -886 -1521
Email: linda. mu Iligan@usbank.com
PD -OR -LEAS, 13010 SW 68th Parkway. Suite 100, Portland, OR 97223
=baanlcorp.
bank. INSURANCE AUTHORIZATION
AND VERIFICATION
EQUIPMENT FINANCE
Date: November 12,2013 Schedule Number: 030- 0051436 -001
To: CITY OF SCHERTZ, TEXAS From: U.S. Bank Equipment Finance, a division of U.S. Bank
( "Customer ") National Association ( "Creditor ")
1400 SCHERTZ PARKWAY PO Box 230789
SCHERTZ, TX 78154 Portland, OR 97281 -0789
Attn: Justin Hlavkn
TO THE CUSTOMERm in cotmection with one or more fmancing arrangements, Creditor requires proof in the fort of this document, executed
by both Customer and Customer's agent, that Customer's insurable interest in the financed property (the "Property ") meets Creditor's requirements as
follows, with coverage including, but notlimitedto, foe, extended coverage, vandalism, and theft:
Creditor, AND ITS SUCCESSORS AND ASSIGNS shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with
regard to all equipment financed or leased by policy holder through or from Creditor.
Customer must carry GENERAL LIABILITY (mallo, for vchkles, Automobile Liability) in the amount of no less than $1,000,000.00 (one
million dollars).
Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the
'Insurable Vabte' 5347,704.00, with deductibles no more than 55,000.00.
`Customer: Please execute this form and return with your docmmem pack-age. Creditor will fax this Inmate your insurance agency for endorsement. In
lieu of agent endorsement, Customer's agency may submit insurance certificates demonstrating compliance with all requirements. If fully executed form
(or Cuslomer-executed torn plus certificates) is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you
have any questions, please contact Justin Hlavka at (800) 828 -8246 Exl. 3029.
By signing, Customer authorizes the Agent named below: I) to complete and return this to' in as indicated; and 2) to endorse the policy and
subsequent renewals to reflect the required coverage as outlined above.
Agency/Agent: TO.YQSMun;,iek lLcny%L r�akrg eAftI%JILIZLI CITY SCSCHERTZ 'X,1(�)
Address: p66�r i4q —i' .
usNA "ix ZR114 -GI`i4 By-
Pltaac/Faxi 5fa-4g1-3306 _I'6b0.531 -(„b5N John C. �sel
E -Mail SI]-491 =34154 City Afanager
TO THE AGENT: pn lleu of providing a certificate, please execute this form in the space below and promptly fns it to Creditor al (800) 305-
6362. This frdly endorsed form shall serve as proof that C7istomer's insurance meets the above requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Print Name Of Agency:
v
By. R
(Agent's Signature)
Print Name: X Dale; X...
030-0051436-001
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER W ITH ALI, REPLACEMENTS, PARTS, REPAIRS, ADDITIONS,ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED
OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUFLIMITATION, INSURANCE RECOVERIES.
la'ta
PIMA
EQUIPMENT FINANCE DE, LIVE' RY AND ACCRPTANCECERTIRCATE
Schedule Number 030. 0051436.001
This Certificate is delivered to and for the benefit of Lessor and pertains to the following personal properly (the 'Property") which is
the subject of Schedule Number 030 - 0051436 -001, dated as of November 12, 2013, to Master Lease Agreement, dated as of
November 12, 2013, between U.S. Bank Equipment Finance, a division of U.S. Bank National Association ns Lessor and CITY OF
SCHERTZ, TEXAS, ns Lessee (tire "Lease "):
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES
INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE
FOREGOING, INCLUDING, WITHOUT LIDIITATION, INSURANCE RECOVERIES.
To the extent that the above description lies been altered by us or differs from the Property description set forth in the Lease
(including, but not limited to, changes to model or serial numbers), we certify that such alterations or differences are accurate and we
acknowledge that, based upon [his certification: 1) [lie Lease is hereby amended to reflect (ite above Property description; and 2)
Lessor is hereby authorized to file amendnient(s) to any Financing Statements filed under [he Uniform Commercial Code in
connection with thoLease, provided that all such amendments are consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been delivered to us; b) any necessary installation
of the Property Ices been fully and satisfactorily performed; c) after full inspection (hereof, we have accepted the Property for all
Purposes as of the date hereof, d) any and all conditions to the effectiveness of the Lease or to our obligations thereunder have been
satisfied; e) we have no defenses, set -offs or counterclaims to any such obligations; i) the Lease is In full force and effect; and g) no
Event of Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in the fuhne to reject the Property or to
revoke our acceptance thereof bas terminated as of the date hereof; b) we hereby waive any such right by the execution hereof, e) the
date of this Certificate is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein
could be correctly and property made. We hereby acknowledge that Lessor is relying on this Certificate as a condition to ranking
payment for the Property.
IN WTTNESS WHEREOF, we have executed this Certificate as of the day of 20
After signing and dating, please return to:
U.S. Bank Equipment Finance, a division of
U.S. Banir National Associafion
13010 SW 681h Parkway, Suite 100
Por•tlnid, OR 97223
CITY OF SCHERTZ, TEXAS
By:,
John C, ssel
City Manager
DONOT SIGN UNLESS PROPERTY HAS BEEN DELIVERED AND YOU ARE
ACCEPTING'IT AFTER DELIVERY.
8/12
bank. SCHEDULE TO MASTER LEASE AGREEMENT
EQUIPMENT FINANCE
Schedule Number 030. 0051436 -001
THIS SCHEDULE is made as of November 12, 2013 by and between U.S. Bank Equipment Finance, a division of U.S. Bank
National Association ( "Lessor "), having offices at PO Box 230789, Portland, OR 97281 -0789, and CITY OF SCHERTZ, TEXAS
( "Lessee "), having its business located at 1400 SCHERTZ PARKWAY SCHERTZ, TX 78154, pursuant to the Master Lease Agreement
dated as of
November 12, 2013 between Lessee and Lessor (the "Lease "), the terms of which (including the definitions) are incorporated herein. The
terms of the Lease and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are
used with the respective meanings specified in the Lease. If any terms hereof are inconsistent with the terms of the Lease, the terms
hereof shall prevail.
LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
1. The following specified equipment (the "Property") is hereby made and constituted Property for all purposes pursuant to the Lease:
The following is installed or stored at: 1400 SCHERTZ PARKWAY SCHERTZ, TX 78154
County: GUADALUPE
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
ALL OF THE ABOVE TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
2. The cost of the Property ( "Property Cost ") is: $347,704.00.
3. The total amount financed pursuant to this Schedule is: $347,704.00
4. Lessee shall owe basic rental payments (plus applicable sales /use taxes, if any) in Advance payable as follows: Sixty (60)
rental payments in the amount of $5,795.07 each. The first such payment shall be due upon acceptance (the "Equipment Acceptance
Date "). Each subsequent payment shall be due on the day corresponding to the day of the month of the Equipment Acceptance Date.
5. TITLE PASSAGE. a. Lessee is obligated to purchase the Property at the end of the Term or any renewal hereof for a purchase price
of $1.00 (the "Purchase Price') to be paid at the end of the Term. The Purchase Price shall be deemed to be the "anticipated" residual value
of the Property (as such term is used in the Lease). Upon commencement of the Term, any ownership interest of Lessor in the Property is
hereby transferred to Lessee "As le' and "Where Is" without any express or implied representations or wananties. Notwithstanding the
foregoing, Lessor shall retain a security interest in the Property until all obligations to Lessor are satisfied.
b. Notwithstanding anything to the contrary in the Lease, this Schedule shall be deemed to be a conditional sales contract and Lessor is
not and shall not be deemed to be the owner of the Property for any purpose. Therefore, Lessor shall not be liable for personal property
taxes assessed against the Property and shall not report the Property to the applicable taxing authorities. As owner, Lessee shall report and
remit directly to the applicable taxing authorities any and all personal property taxes assessed against the Property, in accordance with
applicable law, and shall maintain proof of payment.
6. Lessor and Lessee agree that Section 8 of the Lease entitled 'Income Tax Indemnity' shall NOT apply to this Schedule.
7. Lessor and Lessee agree that the Property is mobile.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Schedule to be duly executed as of the day and year first
above written.
U.S. Bank Equipment Finance, n division of CITY OF SCHERTZ, TEXAS
U.S. Bank N I Associatiod*O
.
An Authorized Officer Thereof John C. es 1
City Manager
8/12
ADDRESS FORALLNOTICES TO LESSOR:
PO Box 270789
Podlmd, OR 97281 -0789
Exhibit A
Descriotion of Equipment
Line Catalog )e Ity
'10
1 CPR, Pac1e, to 360, SP02JCO, 12LL GL,FNIBP,
CO2, Trend, ST
THE LIFEPAK 15 IS AN ADAPTIV BIPHASIC FULLY
ESCALATING (TO 360 JOULES) MULTI - PARAMETER
MONITORIDEFIBRILLATOR.2PAIR OUIK -COMBO
ELECTRODES PER UNIT - 11996-000091, TEST LOAD
-2133U-001365 IN- SERVICE DVD- 21330- 001486,
SERVICE MANUAL CD- 21300 - 008084 (one per order) (RC Cable) 4157700,126
and SHIP KII . HARD PADDLES, BATTERIES. CARRY CASELNOTD
INCLUDED. 7
2 11140 -000062 - LP 16 ADAPTER- REDI-
CHARGE BATTERY CHARGER
LP '15 ADAPTER- REDI- CHARGE BATTERY CHARGER 40
3 21330 - 001176 - LI -ION BATTERY 6.7 AMP
HOUR CAPACITY
RECHARGEABLE LITHIUM -ION, WITH FUEL GAUGE
4 11677- 000002 - LIFEPAK 16 Basic Carry Case 10
w/ right & left pouches
Includes shoulder strap 11577 - 000001 10
5 11220- 000028 -Top Pouch
Storage for sensors and electrodes. Insert in place of
standard paddles-
6 11260 -000039 - LP15 Rear Pouch for carrying 10
case
7 REUSABLE SENSOR, REF 696DT 10
RAINBOW DCI ADT REUSABLE SENSOR, REF 2696 10
8 REUSABLE SENSOR, REF 2697PED
RAINBOW DCIP PED REUSABLE SENSOR, REF 2697 1
9 99576- 000024 - LUCAS 2, 2.1 Chest
Compression System
Includes LUCAS 2 unit with Back Plate, Carrying Bag,
Two (2) Patient Straps, Stabilization Strap, 3 Suction
Cups, 1 Rechargeable Battery and instructions for Use.
One year warranty-
50689327-1
10 11576. 000039 - LUCAS z um'
1
11 11576- 000060 - LUCAS 2 BATTERY
CHARGER,MAINS PLUG,US- CAN-JP
H CO 0656 - LUCAS US POWER SUPPLY
12 WIT
1
13 LUONS -R &11 - LUCAS 2 Point Of Sale Service 1
Agreement -1 Yr
On site, Repair and Inspect 10
14 MC999- 001006.6 - POS - 6 YEAR . On -site
repair end one inspection per year. Price per
unit. 5
15 60999- 000117 - ZONE TRAVEL CHARGE:
ZONE 1
50889327.1
-2-
QVbank,
EQUIPMENT FINANCE DELIVERY AND ACCEPTANCE CERTIFICATE
Schedule Number 030 - 0051436 -001
This Certificate is delivered to and for the benefit of Lessor and pertains to the following personal property (the "Property") which is
the subject of Schedule Number 030 - 0051436 -001, dated as of November 12, 2013, to Master Lease Agreement, dated as of
November 12, 2013, between U.S. Bank Equipment Finance, a division of U.S. Bank National Association as Lessor and CITY OF
SCHERTZ, TEXAS, as Lessee (the "Lease "): -
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES
INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
To the extent that the above description has been altered by us or differs from the Property description set forth in the Lease
(including, but not limited to, changes to model or serial numbers), we certify that such alterations or differences are accurate and we
acknowledge that, based upon this certification: 1) the Lease is hereby amended to reflect the above Property description; and 2)
Lessor is hereby authorized to file amendment(s) to any Financing Statements filed under the Unifomt Commercial Code in
connection with the Lease, provided that all such amendments are consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been delivered to us; b) any necessary installation
of the Property has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Property for all
purposes as of the date hereof; d) any and all conditions to the effectiveness of the Lease or to our obligations thereunder have been
satisfied; e) we have no defenses, set -offs or counterclaims to any such obligations; 1) the Lease is in hill force and effect; and g) no
Event of Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in the future to reject the Property or to
revoke our acceptance thereof has terminated as of the date hereof; b) we hereby waive any such right by the execution hereof; c) the
date of this Certificate is the earliest date upon which the certifications, acknowledgments, representations and warranties made herehr,
could be correctly and properly made. We hereby acknowledge that Lessor is relying on this Certificate as a condition to making
payment for the Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the ._ day of V'(1 -GL 201r
After signing and dating, please return to: CITY OF SCHERTZ, TEXAS
U.S. Bank Equipment Finance, a division of
U.S. BaukNational Association By:
13010 SW 68" Parkway, Suite 100 John C. sel
Portland, OR 97223 City Manager
DO NOT SIGN UNLESS PROPERTY HAS BEEN DELIVERED AND YOU ARE
ACCEPTING IT AFTER DELIVERY;
R /12
MASTER LEASE AGREEMENT
COPY
EQUIPMENT FINANCE
THIS L ➢ASE ( "Lease ")+dated as of November 12, 2013, Is made by and between U.S. Bang Equipment Finance, a division of U.S. ➢anh National Association,
hereafter referred to as "Lesmr," and CITY OF SC}IERTL, TEXAS hereafter farened to as •'Lessee•"
LESSOR AND LESSEE COVENANT AND AG S
REE AS FOLLOW together with any replacements,
a teas a lease horn Lessor its equipment ( "Propxrt}P) g
emenl ( "Schedule ") or any related
to lease to Lessee and Lessee g including but not limited to
1. PROPERTY LEASED. Lessor agrees which Inc included in doe term "Property'
additions, repairs, now or herafter ncoryoraled ihemirt all as acceptable to Lessor
and as described o any Schedule to Master Lease
rt services (ihe',prim ced Rents'•,
document now or hereafter executed by the Parties hereto. Lessee may have elected to finance certain fieensed soRwam enNor services,
training, installation, mantow n". eastern programming, technical consulting and sappy
unless separately stated).
payment for e d item of ProPedy- Each Inanm Term shall continue toll the
and Accept n rece Cenifieale in connection
m regard m a Schedule. Tara interim Term for each Schedule shall begin on the data Ihal Lessee executes a Delivery and Acceptance Certifiale in
1. TER11}. This Lease stall become eReclive on the execnllon hereof hY LeSSOf' The Term of this Lease may consist of an "Interim Term and a `•Term so
called a "B. a Term') he invites to Laaor written aulhornalm" for Pam Y Sxssee a execution of a Delivery
connection with any item of Property P ifed in each Schedule. During each lntento
comrne"camenl dale set forth in Scheddn "unit shall begin amount set Inh naeathhSclredule,phs appliabletasthereon,
with the Property I d described n the Schedule and shall begin °" the corrurcencemeat date and shall continue For the paned spec
Term if any, Lessee shall pay rental (" able by Lessee each month on of before the payment
Rental payments are specified in each Schedule. All rents shall be pay n the rentals,
3. RENT,
PAyNIENT AND TAXES. Lessor, without notice or demand and without abar levic, set-off or d� franchise and
shall pay when due all toes, whether or not payable by LessOT,
days before trial q encY'nAt its option, Lessor
date shown in each Schedule at Lessors address herein, or a otherwise directed by
Firs, assessments, or other charges, however designated, now or hereafter levied or based
amount vhalsoevu. Lessee operation control, or maintenance of the PropenY. encumbrance, or other charge or fee payable hereunderhy Lessee,
Lessor with proof of paY^eaI satisfactory to Lessor en least seven (2) Y
ownership, rue, Possession. leasing, Pa
business and occupation taxes,
and shall supply m air mlease, confiscation expanse, lien.
may pay any tax, assessment, insumn able by Lassaa°^demand. es agrees to pay a law charge calculated thereon at a tale
and any amount so paid shall be repay ant is due, Lases a reasonable estimate of the cost that or
5 days attar iM1e dale such payment payment; and b) the
For any payment dim hereunder which is not paid within five O Y id as liquidated damages for each delinquent
often Pe n[ b Lessee and that such ale charge shall be pa Acceptance of any late charge or interest shall not be apps applied
'caul (10%) of such overdue amormt. The podia herein agree that: a) the amormt of such Isle c 'area re
would incur in processing each delutgl t o Defy Y check and such check is rebuffed to Lessor
Poynter of late charges and the payment of Default interest are dislinU and separate from one artmher, Acaap
waiver of default with respect to ilia overdue amount or then to current irrslallmanlsC1lfany suchhrental 8Paylnengrs''r�de by berms Payments f $30 0 shall aPP
first to delinquent amounts due, including late charges, applicable
any f default
including without tot limiI tat eosulrreient fiords to Lessees account, then lessee shall be assessed a fee equal to ilia lessee of $30 00 or Ne nhatemum
pemriRedby applicable law. to addition to any other late charge or any other fee which may be for
If the Property is lowed in a Jurisdiction which imposes any "Sales," "Use: or "Rental' ax, Lessor shall collet such lax from Lessee and remit such tax to the
a the P ale lazing located in Such requirement maY only be warred iF Lessax is exempt from stag tax tthat such do ble laws or regulations. Lessee r responsible.
ensuring Thal snag exemption is properly drrcumented in accordance with such laws and regulations and Ihel sate documenalion is provided to Lessor at the incao g
saxes, Lessor shall report all leased Property to the grope
of each Schedule. If Lessor receives any invoice from the
➢acce pt as specif¢alty provided in the Schedule, if he Property is subject to personal property
mML Upon
taxes, Lessor shall pay any such taxes directly and based upon the mein and I't tax assessment of the Propetrty or Last' for 'I' such taxes
1 remit such taxes direal) to the sexing authorities end maintain proof o[ gill is within
aulharities unless the laws or cegulalions of the applicable taxing Jhall pay as require that Lessee shall report such Property
lazing authorities for applicable Personal - Le Taxes on the Property
Laser. If Lasw meives any such invoice, Lessee agrees to Prompt ro late laing junsdiclicir rIn I Is cd Lessor mayarelempany overpayment. If the diR'erence
termination of each Schedule, Lessor will, if applicable, estimate Personal Property
on the lax rates and taxable value Aleut as available from the app p
on th l of such estimate, then Lessor Shall not seek reimbnrsemant room lessee for any underpay
is-Dally deshoyed,Lasees liability tfed'm
Part of it, shall impair any obligation at Lasses hereundu. As between Lessor and Lase, Lessee
between such estimate and the actual tax bill exceeds $SOO.00,Lasor shall refund or Lessee shellmmilihe emiredt ten to Pay
e t° the Property. or any pe the amount sPu
howevu soot, while to Mail and df in ht the provided in the sPpliable Schad ^le or,
4. LOSS OR DAMAGE• Of loss or damage
Tent for y ef damage to or lasngthePrope, Stipulated nedby l- asorfi° many nsumnce or olhu source. which
rent for it may be discharged 6Y paying Lessor to very Loss Value of the Property
Section 14(e)'MisLCase, Las the amount of any recovery race
and all awmership interest, unless
5. OWNERSFRP, LOCATION, MAINTENANCE AND USE. Lessee vas t ers g Lessor all Non atf a "bulk interest,
transfer' under the Uniform Commerc�; iod use of the light, title and
Lases may have in or to (be Property Lessee mpmsents and tw onna that it has the legal right N make seep transfer . Atits own risk LeSSPe shall uuse or pert it t a tmrtsfer of
and that such transfer does 'rot consliNa all or a W r all purposes. course of business) and shall not
all or substantially all of the assets of Lessee. in which ass M1 may be moved in dre �Id a[ be moved outside the United Slates purperty
otherwise staled n any Schedule, Lessor shall be the owner of acrd hold legal Lille to the Property eaten or otherwise dispose of the Property .
Pro perty P written notice to Lessor. Nolvdtrsandinglhe Fos blet,�pad vn I-it P� and in compliance with any
rimarily at "a' oration specified in the Schedule (miss the to Lmo is mobs e, rand tear exce )
remove the Pmpy 3' from Bach batten vrilieut prompt
Be maintain the Property m good repav, aPPea18M1ce and (welional order (normal rtes b any one other than Lessees qualified
complete teen
rds end dowmena regarding its use+ maintenance and repair, shall not use
w(tlrout Lessor's prior written consent Without Las mg prior written wnsenS Las no'
Lessee shall at its solala, �nenance acrd perfommnt't aardards, shall n
manufacNrers and mg in any unin[etded, injurious or unlawfid'usurer, shall rip[ pennil ae or I a me ange -1 lt. Y of
or permit the use. oflbe Pro petty nest rvor by^ceofLessce'Bq,. illedcrop Y^es oran[mGors wed shall mlchange or alter
employees w ontractasusomeo lx
the Property without Lessors written consent. Lessee shall adhere to reasonable practices for Lessee's industry and the type of Property, for security against terrorism and
other risks. Lessee shall not create, cause, or permit any kind of claim, levy, lien or legal process on the Property, and shall forthwith satisfy, remove and procure the release
thereof The Property is and always shall remain personal property. Lessee shall riot arse or permit the Property to be used or located in such a manner that it might be
deemed a fixture. Lessee shall secure from each person not a party hereto who might secure an interest, lien or other claim in the Property, a waiver thereof. At Lessors
request, Lessee shall affix and maintain, at its expense, in a prominent and visible location, all ownershipnalicessupplied by Lessor.
G LEASE. This is a nonra amlable contract of lease. Except as otherwiso provided in any Schedule hereunder, nothing herein or in any other document executed in
conjunction herewith shall be construed as conveying or granting to Lessee any right, title or interest, legal or equitable, in or to the Property, other than possession and use,
subject to and upon full compliance with the provisions hereof. Lessor shall Trot interfere with Lessee's right of quiet enjoyment so long as there is no Event of Default
hereunder. Lessee and Lessor agree that this Lease is a'Finance Lease as defined by the Uniform Commercial Code Article 2A, the Uniform Personal Property Leasing
Act. Notwithstanding the foregoing, I. easee he reby grants to Lessor a security interestin the Property and in any offeaee's rights in any associated software and Financed
Items, as security for all Lessee's obligations to Lessor ofevery kind and nature. Lessee authorizes and ratifies Lessors filing offirancing s talement(s) (and lessee agrees to
pay the cost of filing the same in all public offices where filing is deemed by Lessor to be necessary or desirable) and naming of Lessor as limholder an"r owner on any
vehicle lille(s). Ownership of any software shall remain with the licensor thereof and Lessee's rights with respect to such software shall be governed by a separate
license agreement between Lessee and the licensor, which shall not be affected by this Lease.
Lessen hereby acknowledges that all of the lased Property was selected by Lessee from supplier(s) chosen by Lessee. Lessee is familiar with all supply contract rights
provided by the supplier(s) and is aware that the supplier(s) may be contacted for a fill description of any rights Lessee may have under any supply contract. So long as
Lessee is not in default under this Lease, Lessor hereby assigm to Lessee, without recourse, all of Lessor's rights arising under any warranties applicable to the Property
provided by Ore manufacturer or any other person. All proceeds of any warranty claim from the manufacturer or any other person shall first be used to repair the affected
Properly.
7. GENERAL WDENI Nb'ICATION AND INSURANCE. Lessee assumes liability far, and agrees to defend, indemnity and hold Lessor hamdesc from any claim,
liability, loss, cost, expense, or damage of every nature (including, without limitation, fines, forfeitures, penalties, settlements, and attorneys fees) by or to any person
whomsoever and/or property whatsoever, regardless of the basis, including allegations (by third parties) of mongfal, negligent or improper act or misuse by Lessor, which
results from or pertains to the lasing, manufacture, delivery, ownership, use, possession, selection, performance, operation, inspection, condition (including without
limitation, latent a other defects, and whether or not discoverable), improvements, removal, return or storage of the Property, except arising while the Property is in the
possession oflessororits agent.
Upon request of Lessor, Lessee shall assume the defense of all demands, claims, actions, suits and proceedings against Lessor for which indemnity is provided and shall
allow Lessor to participate in the defense thereof. Lessor shall be subrogated to all rights of Lessee for any matter which Lessor has assumed obligation hereunder, and
may settle any such demand, claim, or action without Lessee's prior consent, and without prejudice to Lessors right to indemnification hereunder.
Lk I an e and liability Insurance ith Such efferidle and from such Insurance carriers as shall be sallsibelory to Lessor, The Property must be insured
against all risks which are customarily insured against on the type of properly leased hereunder. The amount of Lessee's liability insurance shall not be less than
$1,000,000.00. Such insurance policies must name Lessor as an additional insured and lender's loss payee, and provide for ten (10) days advance written nolice to
Lessor of modification or aseellation. Lessee shall, upon request, deliver to Lessor satisfactory evidence of the insurance coverage. In the event Lessee fails to
maintain coverage as provided herein, Lessor may, in addition to any other rights available to Lessor, obtain coverage, and any snm paid Therefor by Lessor (Including
any charges assessed by Lessor for such service) shall be immediately due and payable to Lessor by Lessee.
8. INCOME TAX INDEMNITY. Lessee hereby represents, warrants, and covenants to Lessor as follows:
(a) This Lease shall be a lase for federal and slate income tax purposes; Lessor shall be haled as the purchaser. owner. lessor, and original user of the Property and Lessee
shall be treated as the lessee of the Property for such purposes.
(b) Lessor shall be entitled to depreciation deductions with respect to each item of Property as provided by Section 167(a) of The Internal Revenue Code of 1986, as
amended (the 'Code), determined under Section 168 of the Code by sing the applicable depreciation method, the applicable recovery period, and the applicable
convention, all as may li specified on the applicable Schedule for the Property, and Lessorsholl also be entitled to corresponding state depreciation deductions.
(c) For purposes of determining depreciation deductions, the Property shall have an income tax basic equal to Lessors cost for the Property specified on the applicable
Schedule, plus such expenses of the transaction incurred by Lessor as may be included in basis under Section 1012 of the Cade, and shall be placed in service (and
certified as such by Lessee) by the last business day of the same calendar year in which the Schedule for such Property is executed.
(d) The maximum federal and slate income tanmtes applicable to Lessor in effect on the date of execution and delivery of a Schedule with respect loan item or items
of Property will not change during the lease term applicable to such Property.
If for any reason whatsoever any of the representations, wananties, or covenants of Lessee contained in this Lase or in any other agreement relating to the Property
shall prove to be incorrect and (i) Lessor shall determine that it is not entitled to claim all or any portion of the depreciation deductions in the amounts and in the taxable
years determined as specified in (b) and (c), above, or (ii) such depreciation deductions am disallowed, adjusted, recomputed, reduced, or recaptured in whole or in
parr, by the lnlemal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recompmalion, reduction, or recapture being
herein called a'Lon'), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessors
after -tax exammmic yield (the 'Net Economic Return') to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The
amount payable to Lessor pursuant to this section shall be payable on the next succeeding rental payment dale after written demand therefor from Lessor accompanied
by a written statement describing in reasonable detail such Loss and the computation of the amount so payable.
Further, in the event (I) there shall be any change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations
thereunder or interpretation thereof with respect to the matters set forth in this section with respect to any Property or (it) if at any time there shall be any change,
amendmmn addition, or modification of any provision of applicable stale law or of the Code or regulations thereunder or interpretation thereof with respect to the
maximum applicable federal and stale income tax rates as set forth in (d) above, which results to a decrease in Lessors Net Economic Return, then Lessor shall
recalculate and submit to Lessee the modified rental rate required to provide lessor with the same Net Ecormmic Return as it would have realized absent such change
and the Lease shall thereupon automatically be deemed to be amended to adopt seh rental rate and values.
9. INSPECTION AND REPORT'S. Lessor shall have the right, at any reasonable lime, upon at least 48 hours advance written notice, to enter on Lessee's premises
or elsewhere and inspect the Property and any records and documents regarding its use, maintenance and repair. Lessee shall give Lessor immediate notice and copy of
all lax notices, reports, or inquiries, and of all seizure, attachment, orjudicial process affecting or relating to the use, maintenance, operation, possession, or ownership of
the Property. Within thirty (30) days after Lessors request, Lessee shall deliver all reasonable information (including tax returns) requested by Lessor which Lessor
deems reasonably necessary to determine Lessees current
financial condition and faithful performance of the terms hereof- This may include: (i) reviewed, audited or compiled annual financial statements (including, without
limitation, a balance sheet, a statement of income, a statement of cash flow, a statement of changes in equity, and notes to financial statements) within 120 days after
Leuce's fiscal year end, and (ii) management- prepared interim financial statements within 45 days after the requested reporting period(s). Annual statements shall set
forth the corresponding figures for the prior fiscal year in comparative form, all in reasonable detail without any qualification or exception deemed material by Lessor.
Unless otherwise accepted by Lessor, each financial statement submitted to Lessor shall be prepared in accordance with generally accepted accounting principles
consistently applied and shall fairly and accuralely present the Lessee's financial condition and results of operations for the period to which it pertains.
10. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents, wamanis, and covenants that'.
(a) lessee has adequate power and capacity to enter into this Lease, any Schedules and any other documents required to be delivered in connection with this base
(collectively, the 'Documents"); the Documents have been duly authorized, exceuted and delivered by Lessee and constitute valid, legal and binding agreements, enforceable
in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee. threatened against Lessee which will impair its ability to
perform under the Lease; and all information supplied to Lessor is accurate and complete.
(b) Lessee's entering into the Lease and leasing the Property does not and will not; O violate any judgment, order, or law applicable to the Lease, Lessee or Lessee's
organizationeldoeuments; or (ii) result in the creation of any lien, security interest or oiherencumbrameupon the Property, otherthan as grunted hereunder.
(c) All information and representations furnished by lessee to Lessor conceminglhe Property are accurate and correct.
(d) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ('Lessee Grasp ") delivered to Lessor have been prepared in
accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations
of Lessee, or of life Lessee Group, as of the stated date and peried(s). Since the date of the most recently- delivered financial data, them has been no material adverse change
in the financial, business or operating condition of Lessee or of the Lessee Group.
(e) If Lessee is a business entity, it is and shall be validly existing and in good standing under laws of the state of its organization, and Lessee shall give written notice
to Lessor within 30 days of any termination or revocation of Lessee's existence by its state of organization. Lessee shall nut change its state of organization,
headquarters or residence wilhout providing prior written notice to Lessor. The persons signing the Documems are acting with all necessary authority and hold the
offices indicated below their signatures, which are genuine.
(f) Lessee has not received any lax or accounting advice from Lessor, and Lessor shall have no liability for Lessee's failure to secure any particular lax benefits or
accounting trul nent with respect to the Lease or the Property.
11. ASSIGNMENT; CHANGE IN CONTROL LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE LEASED PROPERTY WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSOR, WHICH SHALL NOT BE UNREASONABLY WITHHELD. IN CONNECTION WITH THE GRANTING OF
SUCH CONSENT AND THE PREPARATION OF NECESSARY DOCUMENTATION, A FEE SHALL BE ASSESSED EQUAL TO ONE PERCENT (1 %) OF
THE SUM OF THE REMAINING BALANCE THEN DUE HEREUNDER PLUS ANY RESIDUAL VALUE OF THE PROPERTY. N the event that Lessor has
consented to any sublease of the Property, Lessee hereby assigns and grants to Lessor a security interest in any and all rights under any sublmse(s), to secure all obligations to
Lessor, and Lusea shall deliver to Lessor the original of such sublease(s).
Lessee shall not and shall not permit or cause its owners to consolidate or merge with or into any other entity, liquidate or dissolve, distribute, sell or dispose of all or
any substantial portion of its ownership fnlerests, properties or assets other than in the ordinary course of its business, without the prior written consent of Lessor, which
shall not be unreasonably withheld.
LESSEE AGREES THAT LESSOR MAY ASSIGN OR TRANSFER THIS LEASE OR LESSOR'S INTEREST IN THE LEASED PROPERTY WITHOUT
NOTICE TO LESSEE. Any assignee of lessor shall have all of the rights (except for any rights retained by the assigner Lessor), but now of the obligations (Which arise
prior to the date of the assignment), of Lessor under this Lease and Lessee shall not assert against any assignee of lessor any defense, counterclaim or offset that Lessee may
have against Lessor. Any assignee of Lessor shall have the obligations of she Lessor that arise after the assignment (except for any obligations retained by the assignor
Lessor). Lessee acknowledges that any assignment or Imnsfer by Lessor will not materially change lessee's duties or obligations under this Lease nor materially increase the
boom or risks imposed on Lessee. Lessee shall cooperate with Lessor in executing any documentation mannishly required by Lessor or any assignee of Lessor to
effecluale any such assignment
12. PURCHASEORSHRRENDER. To the extent that any purchase option specifies : haulm purchase price shall be the 'fair market value° of the Property, [be term
"fair marketvalue" shall be defined as the value of the Property in continued use.
As long as Losses has provided notice to Lessor in accordance with the Schedule prior to the expiration or terminfion of dire term specified in each Schedule, unless Lessee
shall exercise any purchase option granted in connection with such Schedule, Lessee shall, at its risk and expense and according to manufacturer's recommendations,
assemble, prepare for delivery, and deliver the applicable Property and all manuals, records, certificates and documents regarding its use, maintenance and repair to any
location specified by Lessor within the continental United States. Upon return of the Property, any upgrades and improvements shall become the property of Lessor. Any
upgrades, parts or improvements may only be removed from the Property if their removal shall not impair the PropaWs ability to operate according to any manufacturer's
and regulatory performance standards and specifications. The Property shall be delivered unencumbered and fu of any liens, charges, or other obligations (including
delivery expense and sales or use bees, if any, arising from such delivery) and shall be in good working order, in she same condition, appearance, and funcsional order as
when first leased hereunder, reasonable wear and tear excepted, and in the condition specified or described in the applicable Schedule. At Lessor's request, Lessee shall at
Lessee's expense provide Lessor with a written certification by an independent engineer or other recognized expert acceptable to Lessor to the effect that the Property is in the
condition required hereunder. In lieu of delivery, Lessor may, at its option, direct Lessee to dispose of all or a portion of the Property in a proper and lawful mariner at a
recognized disposal shoat Lessee's sole cost and responsibility.
13. DEFAULT. Time is of the essence under this Lease, and Lessee shall be in default in the event of any of the following ( "Event of Default): (a) any failure to pay
when due the fill amount of any payment required hereunder, including, without limitation, rent, taxes, liens, insurance, indemnification, repair or other charge; (b) any
misstatement or false statement in conneclion with, or non- performance of any of Lessee's obligations, agreements, or affirmations under or emanating from, this Lease; (c)
Lessee's death, dissolution, termination of existence; (d) if any of the following aclions or proceedings are not dismissed within sixty (60) days after commereerrent. Lessee's
insolvency, becoming the subject of a petition in bankruptcy, either voluntary or involuntary, or in any, other proceeding under federal bankmptcy laws making an
assignment for benefit of creditors; or being named in, or the Property being subjected to a suit for the at of a receiver, (e) any default under any agreement
between lessee and Lessor (other than this Lease) or between Lessee and any affiliate of Lessor, (1) any romperformaree of, or failure 10 pay, as and when due, any
obligation of lessee, whether or not to Lesser, arising independently of this lease; (g) any removal, sale, transfer, encumbrance, seim a or levy of or upon the Property; (h)
bankruptcy, insolvency, termination, death, dissolution, or default of any guarantor for Lessee; (i) any actual or anticipated (in Lessor's reasonable discretion) unauthorized
revocation, rumminewal or termination of a letter of credit, surety bond or other instrument issued for the benefit of Lessor as additional security for the obligations of Lessee
hereunder, or(j) any unauthorized filing by Iessceofa termination statemenlforany ftnancingstatement filed by Lessor.
14. REMEDIES. Upon the mounce of any Event of Default which cominlres for more than Ica (10) days and at any lime thereafter. Lessor shall have all remedies
provided by law, track without limiting the generality of the foregoing and without terminating this Lease, Lessor, at its sole option, shall have the right at any time to exercise
concurrently, or separately, without notice to Lessee (unless specifically stated), any one or all of the fallowing remedies:
(a) Request Lessee to assemble the Property, and make it available to Lessor at a reasonable place, in the State of Texas, designated by Lessor and put Lessor in
possession thereefon demand;
(b) Immediately and without legal proceedings or notice to Lessee, enter the premises, take possession of and remove the Pmperty or render it unusable (any such taking
shall not cancel or terminate this Lease);
(c) Declare the entire amount of rent and other sums payable hereunder immediately due and payable; however, in an event shall Lessor be entitled to recover any amount in
excess of the maximum permitted by applicable law,
(d) Cancel this Lease as to any or all items of Property. Such cancellation shall occur only upon notice by Lessor and only as to such items of Property as Lessor
speciftcallyeleclstocincel. This Lease shall continue in full fameand e[fectas to any remaining items;
(e) Recover all of lire following: (i) any accrued and unpaid rent, plus (ii) the present value of all future rentals reserved in the Lease and contracted to be paid over the
unexpired term of the Lease, discounted at the Discount Rate; plus, (iii) the anticipated residual value of the Property as of the expiration of this Lease or any renewal thereof,
discounted at the Discount Rate; (iv) any indemnity, paymenS if then detarminablG (v) all commercially reasonable costs and expenses incurred by Lessor in any
repossession, recovery, storage, repair, sale, re-lease or other disposition of the Property, including legal expenses and reasonable attorneys' fees plus coals of collection of
any amounts owed hereunder, including any collation agency fee, and, (v) the value of all lax benefits lost to Lessor as a mull of Lessee's default or the enforcement by
Lessor of any remedy, plus interest ('Default Interest ") on each of the foregoing, from the dale such amounts are due until paid, at the lesser of. (t) the maximum rate per
annum which Lessor is permitted by lawto charge, or (ii) twelve percent (12 %) per annum;
(f) Cause lessee to immediately stop using any Financed Items and cause the Financed Items to be terminated. and
(g) Lessor may, but is not required to, release or sell any or all of the Property at a public or private sale on such terms and notice as Lessor shall deem reasonable.
The proceeds of any sale or lease shall be applied in the following order of priorities: (i) to pay all of Lessors expenses in taking, removing, holding, repairing and
disposing of Property, including legal expenses and reasonable attorneys' Fees; [hen (i) to pay any late charges and inlerestacemed; then (iii) to pay accrued bra unpaid
rent together with the anticipated residual value, future rent, interest and all other due but unpaid sums (including any indemnification and sums due under other Leases
or agreements in default). Any remaining proceeds will reimburse Lessee for payments which it made to reduce the amounts owed to Lessor in the preceding sentence.
Lessor shall keep any excess. If the proceeds of any sale or lease am not enough to pay the amounts owed to Lessor underthis Section, Lessee shall pay the deficiency.
"Discount Rate' means the lower of (i) the rate set forth for the Treasury yield as of the cormueneentenldale of the Schedule with a maturity having the closest term to (but
Out longer than) the original term of the Schedule, as set forth in the Federal Reserve Board IL15 Release (Selected Interest Rates) (or, if an such rate is published in such
publication, a rate taken from a similar repurableaource selected by Lessor), or (it) two percent (2 %). No remedy referred to in this paragraph is intended to be exclusive, but
shall be cumalativeand in addition to any other remedy referred to above orothenviseavailable to Lessor at law or inequity.
15. LESSEE'S WAIVERS. To the extent permitted by applicable law, upon Lessee's execution of a Delivery and Acceptance Certificate for each Schedule, with respect
to that Schedule Lessee waives any and all rights and remedies raw or hereaRer conferred by statute or otherwise, including but net limited to Lessee's rights to: (i) cancel or
repudiate this Lease; (ii) reject or revoke acceptance of the Property, (iii) recover damages from Lessor for any breaches of wananty; (iv) claim, grant or permit a security
interest in the Property in Lessee's possession or control for any reason; (v) deduct all or pan of any claimed damages mulling from Lessors default, if any, under this Lease;
(vi) accept any partial delivery of the Property; (vii) "cover by making any purchase or lease of or conhecl to purchase or lease property in substitution for the Property; or
(viii) commence legal action against Lessor for specific performance, replevin, sequestration, claim and delivery or the like for the Property.
16. NOTICES, ATTORNEYS' FEES, GOVERNING LAW AND JURY WAIVER. All notices shall be mailed or delivered by facsimile transmission or overnight
courier to the respective parties at the addresses shown on any Schedule hereto or such other address as a parry may provide in writing from time to fine. In any
interpretation or enforcement of the Lease and any related documents or any dispute related thereto or to the relationship between the parties. Lessee shall pay Lessors
legal expenses and reasonable attorneys' fees, including any incurred before and at trial, on appeal, in any other proceeding or without any litigation being filed. This
Lease, and the rights and liabilities of tho parties shall be governed by applicable federal law and the laws of the Stale of Minnesota. Any legal action or proceeding with
respect to this Lease shall be brought in the Slate of Minnesota, and, by execution and delivery of this Lease, each of the parties consents to the jurisdidion of such
court and waives any defense of lack of jurisdiction or inconvenient forum. Service of process by overnight cornier will be sufficient to confer personal jurisdiction over
the Lessee. LESSOR AND LESSEE BACH IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY RMY IN ANY LITIGATION ARISING FROM OR RELATED
TO THIS LEASE.
17. SEVERABILITY. If any of the provisions of this Lease are contrary lo, prohibited by, or held invalid under applicable laws, regulations or public policy of any
jurisdiction in which it is sought to be enforced, than that provision shall be considered inapplicable and omitted but shall not invalidate the remaining provisions. In no
event shall this lease be enforced in any way which permits Lessor to charge or collect interest in excess of the maximum lawful rate. Should interestwl lected exceed such
rate, Lessor shall refund such excess interest to Lessee. In such event, Lessee agrees that Lessorshall an[ be subject to any penalties provided by law for contracting for or
collecting interest in excess of the maximum lawful rule.
18. SURVIVAL. All of Lassoes rights, privileges and indemnities contained herein shall survive the expiration or other termination of the Lease and any Schedules, and
the rights, privileges and irdenum ieswnlained herein are expressly made for the benefit of, and shall be enforceable by. Lessor, its successors and assigns.
19. LESSOR'S DISCLAIMERS ; DISCLAIMERS OF WARRANTIES. Lessor has obtained the Property based on specifications furnished by the lessee. Lessor does
not deal In property of this kind or otherwise hold itself or its agents out as having knowledge or skill pecullar to ire Property. Lessee acknowledges that it has relied on its
own skill and experience in selecting property suitable to the Lesse;o's particular needs or purposes and has neither relied upon the skill or judgment of Lessor nor believes
that Lessor or its agents possess any special skill orjudgment in The selection of Property for lessees pidicrdar purposes. Furth". Lessee has not notified LessorofLessees
particular needs in using the Property.
Lges ee.underslands and agrees that neither the supplier(s) nor any salesman or any agent of the supplier(s) is an agent of Lessor. No salesman or agent of supplier is
authorized to waive or alter any term or condition of this Lease, and no representation as to the Property or any other matter by the supplier shall in any way affect
Lessee's duty to pay the rent and perform its obligations as set forth in this Lease. Lessor shall not be liable to Lessee for any incidental, consequential, or indirect
damages or for any act, neglect, amissio, breach or default by any third party.
LESSOR ASSUMES NO RESPONSIBILITY FOR AND MARES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
TITLE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, CONDITION, QUALITY, WORIUTANSHIP, OR THE SUITABILITY, SAFETY, ADEQUACY,
OPERATION, USE OR PERFORMANCE OF THE PROPERTY OR AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
OR AS TO PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF THIS
LEASE.
LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY REPRESENTATION, CLAIM, BREACH OF WARRANTY, EXPENSE OR LOSS DIRECTLY
OR INDIRECTLY CAUSED BY ANY PERSON, INCLUDING LESSOR, OR IN ANY WAY RELATED TO THE PROPERTY. IN NO EVENT SHALL
LESSOR HAVE ANY OBLIGATION TO PERFORM ANY SERVICES RELATED TO THE FINANCED ITEMS, AND ANY FAILURE OF A SERVICE -
PROVIDER TO PROVIDE ANY SERVICES FINANCED HEREUNDER SHALL NOT EXCUSE LESSEE'S OBLIGATIONS TO LESSOR. LESSOR
SHALL NOT DE LIABLE TO LESSEE, NOR SHALL THERE BE ANY ABATEMENT OR SETOFF IN LESSEE'S PAYMENTS, FOR ANY LIABILITY,
CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED BY ANY FINANCED ITEMS.
20. ENTIRE AGREEMENT, WAIVERS, SUCCESSORS, NOTICE, ETC. This Lease and any Schedule and associated documents expressly referring hereto
(each, a "Transaction') contain the entire agreement of the parties and shall not be qualified or supplemented by course of dealing. However, in any case where the
or
Lessor lakes an assignment from a vend of its security interest in the same Property, the terms of the Transaction shall be incorporated into the assigned agreement
and shall prevail over any inconsistent terns therein but shall not be constmed to create a new contract. No waiver or modification by Lessor of any of the terms or
conditions hereof shall be effective unless in writing signed by an officer of Lessor. No waiver or indulgence by Lessor of any default or deviation by Lessee of any
required performance shall be a waiver of Lessors right to subsequent or other full and timely performance. This Lease shall be binding on the parties hereto and their
respective successors and assigns and shall inure to the benefit of such successors and assigns. Paragraph headings shall not be considered a part of this Lease. Lessor
may make a profit from fees, estimated tax payments and other charges that Lessee is required to pay hereunder. R any of the executed Documents are delivered to
Lessor by facsimile transmission or by Adobe Acrobat (or equivalent) attachment to an e-mail message, such Documents (and signatures thereon) shall be treated as,
and have the same force and effect as, originals. Lessee shall also promptly execute and deliver to Lessor such funkier documents and take further action as Lessor may
request To more effectively carry out the intents and purposes of this Lease. By providing any telephone number, now or in the future, for a cell ph" or other wireless
device, Lessee expressly consents to receiving communications, regardless of their purpose, at that number, including, but not limited to, prerecorded or artificial voice
message calls, text messages, and calls made by an automatic dialing system from Lessor and its affiliates and agents. These calls and massages may incur access fees from
Lessee'sprovider. -
21. POWER OF ATTORNEY. LESSEE HEREBY AUTHORIZES AND APPOINTS LESSOR AS ITS ATTORNEY -IN-FACT TO COMPLETE AND EXECUTE IN
MENTS (INCLUDING COMPLETING AND CONFORMING THE DESCRIPTION OF THE
LESSEES NAME AND TO MAKE NON - MATERIAL AMEND
PROPERTY (INCLUDING SERIAL NUMBERS)) ON ANY DOCUMENT IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY DOCUMENT
NECESSARY FOR PROCESSING ANY VEHICLE CERTIFICATE OF TITLE) AND TO OBTAIN, ADJUST AND SETTLE ANY INSURANCE REQUIRED BY
THIS AGREEMENT AND TO ENDORSE ANY DRAFTS IN CONNECTION WITH SUCH INSURANCE.
22, USA PATRIOT ACT NOTICE. IMPORTANT INFORMATION ABOUT PROCEDURES: To help The government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each customer who opens an account When
Lessee enters a new transaction with Lessor. Lessor will ask for Lessee's name, address and other information that will allow Lessor to identify Lessee. Lessor may
also ask to sce other documentsthat substantiate Lessee's identity.
23. TAXABLE OBLIGATIONS. The parties intend that this Lease shall not be considered a Tax-exempt financing transaction under the Code.
14. NO TEXAS ATTORNEY GENERAL APPROVAL: Lessee represents that Obis Lease is exempt from review by the Texas Attorney General pursuant to the
provisions of the Section 1202.007, as amended, Texas Government Code.
25. Protected Health Information. The parties acknowledge and agree that access to or Ilse by Lessor of lessee's Protected Health Information is not necessary for
Lessee or lessor to meet its respective obligations under the Lease. Accordingly, the parties agree that Lessee shall not provide to Lester (or any of its agents) any
Protected Health Information of the Lessee or give Lessor (or its agents) access to ouse of any Protected Health Information of the Lessee. If Lessor-exercises its right
to proceed against or otherwise obtains possession of the Property, whether by Event of Default. lamination of the Lease, or olherwiso, Lessee shall purge endfor
remove any and all Protected Health Information from the Property, including from any related hardware or software, and ensure that the transfer of the Property to
Lessor (or its agents) shall not result in Disclosure ofany Protected Health Information- "Protected Health Information' and "Disclosure'shall have the meanings set
forth in 45 C.F.R § 164.501.
IN WITNESS WHEREOF, Lessorand Lessee have each tamed this Master Lease Agreement to be duly executed as of theday and year first above written.
U.S. Bank Equipment Finance, a division of
U.S. Bank National Association
(LESSOR)
By:
An Authorized Officer Thereof
WID
CITY OF SCHERTZ, TEXAS
(LESSEE) r—
By:
7oha C e9 el
City Manager
ADDRESS FOR ALL NOTICES TO LESSOR-
TO Box 230789
Portland, OR 97281-0789
embank.
NON - APPROPRIATION ADDENDUM
S
Addendum to Master Lease Agreement ( "Lease "), dated November 12, 2013, between City of Schertz, Texas as Lessee and U.S. Bank
Equipment Finance, a division of U.S. Bank National Association, as Lessor.
The parties wish to amend the above- referenced Lease to add the following language:
REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that: (a)
Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its
governing body (which resolution, if requested by Lessor, is attached hereto), to execute and deliver the Lease and to carry
out its obligations hereunder, (b) All legal requirements have been met, and procedures have been followed, including public
bidding, or applicable exceptions to public bidding, in order to ensure the enforceability of the Lease. (c) The Equipment
will he used by Lessee only for essential governmental or proprietary functions of Lessee consistent with the scope of
Lessee's authority and will not be used in a trade or business of any person or entity, by the federal government Or for any
personal, family or household use. Lessee's need for the Equipment is not expected to diminish during the term of the Lease.
(d) Lessee has funds available to pay contracted Payments until the end of its current appropriation period, and it intends, to
the extent permitted by law,to request fiords to make contracted Payments in each appropriation period, from now until the
end of the term of the Lease. (e) Lessee's exact legal name is as set forth on page one of the Lease. Lessee will not change
its legal name in any respect without giving thirty (30) days prior written notice to Lessor.
NON - APPROPRIATION: If sufficient fiords are not appropriated to make contracted Payments under the Lease, the Lease
shall terminate and Lessee shall not be obligated to make contracted Payments under the Lease beyond the then - current fiscal
year for which funds have been appropriated. Upon such an event, Lessee shall, no later than the end of the fiscal year for
which contracted Payments have been appropriated, deliver possession of the Equipment to Lessor. If Lessee fails to deliver
possession of the Equipment to Lessor, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the portion of contracted Payments thereafter coming due that is attributable to
the number of days after the termination during which the Lessee fails to deliver possession of the Property and for any other
loss suffered by Lessor as a result of Lessee's failure to deliver possession of the Property as required. Lessee shall notify
Lessor in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the
contracted Payments, but failure to provide such notice shall not operate to extend the Lease term or result in any liability to
Lessee.
The parties wish to amend the above - referenced Lease by restating the following:
Any provision in the Lease stating that the Lease shall automatically renew unless the Equipment is purchased, returned or a
notice requirement is satisfied is hereby amended and restated as follows: "This Lease will renew for month -to -month terms
unless Lessee purchases or returns the Equipment (according to the conditions herein) or sends Lessor written notice at least
30 days (before the end of any tern) that Lessee does not want it renewed."
Any provision in the Lease stating that Lessee grants Lessor a security interest in the Equipment to secure all amounts owed
to Lessors under any agreement is hereby amended and restated as follows: "Lessee grants Lessor a security interest in the
Equipment to secure all amounts Lessee owes Lessor under this Lease, and Lessee authorizes Lessor to file a financing
statement (UCC -1)."
Page I of
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE LEASE. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE
CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE LEASE, UNLESS SPECIFICALLY
STATED OTHERWISE.
10162 REV 06/12 (PDX)
Any provision in the Lease stating that Lessee shall indemnify and hold Lessor harmless is hereby amended and restated as
follows: "Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising front the Lease.
However, as between Lessee and Lessor, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay
directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising
under or related to the Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof,
except that Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses,
damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Equipment in
accordance with the terms of the Lease to Lessor or that arise directly from Lessor's gross negligence or willful misconduct."
Any provision in the Lease stating that a default by Lessee under any agreement with Lessor's affiliates or other lenders shall
be an event of default under the Lease is hereby amended and restated as follows: "Lessee will be in default if: (a) Lessee
does not pay any Payment or other sum due to Lessor under the Lease when due or if Lessee fails to perform in accordance
with the covenants, terms and conditions of this Lease, (b) Lessee makes or has made any false statement or
misrepresentation to Lessor, (c) Lessee dies, dissolves or terminates existence, and (d) there has been a material adverse
change in Lessee's financial, business or operating condition."
Any provision in the Lease stating that the Lease is governed by a particular state's laws and Lessee consent to such
jurisdiction and venue is hereby amended and restated as follows: "This Lease will be governed by and construed in
accordance with the laws of the State of Texas where Lessee is located. Lessee consents to jurisdiction and venue of any
state or federal court in such state and waive the defense of inconvenient forum."
By signing this Addendum, Lessee acknowledges the above changes to the Lease and authorizes Lessor to make such changes. In all
other respects, the terms and conditions of the Lease remain in full force and effect and remain binding on Lessee.
U.S. Balk Equipment Finance, a division of U.S. Bank
National Association
Lessor
Signature
Title
5L-&:�4
Date
ip IN I9
City of Schertz, Texas
Lessee
X
Signature John C. Kessel
City Manager
Title
Page 2 of 2
Date
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE LEASE. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE
CONSIDERED TO BEAN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE LEASE, UNLESS SPECIFICALLY
STATED OTHERWISE.
10162 REV 06112 (PDX)
November 12, 2013
U.S. Bank Equipment Finance,
a division of
U.S. Bank National Association
P.O. Box 230789
Portland, Oregon 97281 -0789
To the above - referenced addressee:
A
NORTON ROSE FULBRIGHT
Fulbright & Jaworski LLP -
300 Convent Street, Suite 2100
San Antonio, Texas 78205 -3792
United States
Tel +1 210 224 5575
Fax +1 210 270 7205
n orton rosefu Ibrighl. com
WE HAVE ACTED AS SPECIAL COUNSEL in connection with the execution and delivery by
the City of Schertz, Texas, as lessee (the "Lessee "), of a Master Lease Agreement dated as of
November 12, 2013, including the Schedule to Master Lease Agreement, dated as of
November 12, 2013, and the Non - Appropriation Addendum, dated as of November 12, 2013,
(collectively, the "Lease "), with U.S. Bank Equipment Finance, a division of U.S. Bank National
Association (the "Lessor ").
WE HAVE EXAMINED the applicable and pertinent laws of the State of Texas (the "State ") and
the United States of America. In rendering the opinions herein we rely upon an executed
counterpart of the Lease by and among the Lessor and the Lessee. We have also examined,
and in expressing the opinions hereinafter described we rely upon, the representations,
warranties, and covenants of the parties thereto contained in the Lease; original or certified
copies of the proceedings of the City Council of the Lessee authorizing the Lease; certificates of
the Lessee relating to the expected ownership and use of the equipment financed with the
Lease; other material facts within the sole knowledge of the Lessee which we have not
independently verified; and such other materials and other matters of law as we deemed
relevant to the matters discussed below. In such examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to original copies of all
documents submitted to us as certified copies, and the accuracy of the statements and
information contained in such certificates.
Based upon the examination of such documents, it is our opinion that:
1. The Lessee is a political subdivision of the State duly organized, existing and operating
under the Constitution and laws of the State and the Lessee's Home Rule Charter.
2. The Lessee is authorized and has power under State law to enter into the Lease, and to
carry out its obligations thereunder and the transactions described therein.
3. The Lease has been duly authorized, approved, and executed by and on behalf of the
Lessee, and the is a valid and binding obligation of the Lessee, assuming the due authorization
and execution of the Lease by the other party thereto, enforceable in accordance with its terms,
except to the extent limited by State and federal laws affecting principles of sovereign immunity
or creditor's remedies, by equitable principles, and by bankruptcy, reorganization or other laws
of general application relating to or affecting the enforcement of creditors' rights.
Fulbright & Jaworski LLP is a Ilmiled liability partnership registered under the laws of Texas. 50688325.3
Fulbnght & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rase Fulbnght Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbdght
South Africa (incorporated as Deneys Reitz, Inc.), each of which Is a separate legal entity, are members of Norton Rose Fulbright Vereln, a Swiss
Verein. Details of each entity, with certain regulatory Information, are at nortonrosefulbrighl com. Norton Rose Fulbright Verein helps coordinate the
activities of the members but does not itself provide legal services to clients.
U.S. Bank Equipment Finance
November 12, 2013
Page 2
NORTON ROSE FULBRIGHT
4. The authorization, approval, and execution of the Lease and all other proceedings of the
Lessee relating to the transactions described therein have been performed in accordance with,
and the Lease complies with, all applicable local, State and federal laws (including, but not
limited to, open meeting laws, public bidding and property acquisition laws, and Subchapter A of
Chapter 271, Texas Local Government Code, as amended).
5. To the best of our knowledge, there is no litigation or proceeding pending before any
court, administrative agency or governmental body, that challenges (1) the organization or
existence of the Lessee, (2) the authority of its officers, (3) the proper authorization, approval
and execution of the Lease or any documents relating thereto, (4) the appropriation of money to
make payments under the Lease for the current fiscal year, or (5) the ability of the Lessee
otherwise to perform its obligations under the Lease and the transactions described therein.
6. The equipment leased pursuant to the Lease constitutes personal property and when
subjected to use by Lessee will not be or become fixtures under applicable State law.
OUR OPINIONS ARE BASED on existing law, which is subject to change. Such opinions are
further based on our knowledge of facts as of the date hereof. We assume no duty to update or
supplement our opinions to reflect any facts or circumstances that may thereafter come to our
attention or to reflect any changes in any law that may thereafter occur or become effective.
Moreover, our opinions are not a guarantee of result; rather, such opinions represent our legal
judgment based upon our review of existing law that we deem relevant to such opinions and in
reliance upon the representations and covenants referenced above.
WE EXPRESS NO OPINION and make no comment with respect to the sufficiency of the
security for or the marketability of the Lease. We express no opinion concerning any effect on
the foregoing opinions which may result from changes in law effected after the date hereof.
THIS OPINION may be relied upon only by the addressee and by persons to whom we grant
written permission to do so. This opinion is not to be used, circulated, quoted, or otherwise
referred to for any other purpose.
IRS CIRCULAR 230 DISCLOSURE:
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT ANY U.S.
FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (1) AVOIDING
PENALTIES UNDER THE INTERNAL .REVENUE CODE OR (11) PROMOTING, MARKETING OR
RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR TAX - RELATED MATTER[Sj.
Very truly yours, n
Fulbrighhtt & JJ/a�worski L_LP
50688325.3
(Mbank®
EQUIPMENT FINANCE DELIVERY AND ACCEPTANCE CERTIFICATE
Schedule Number 030 - 0051436 -001
This Certificate is delivered to and for the benefit of Lessor and pertains to the following personal property (the "Property") which is
the subject of Schedule Number 030 - 0051436 -001, dated as of November 12, 2013, to Master Lease Agreement, dated as of
November 12, 2013, between U.S. Bank Equipment Finance, a division of U.S. Bank National Association as Lessor and CITY OF
SCHERTZ, TEXAS, as Lessee (the "Lease "):
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES
INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
To the extent that the above description has been altered by us or differs from the Property description set forth in the Lease
(including, but not limited to, changes to model or serial numbers), we certify that such alterations or differences are accurate and we
acknowledge that, based upon this certification: 1) the Lease is hereby amended to reflect the above Property description; and 2)
Lessor is hereby authorized to file amendment(s) to any Financing Statements filed under the Uniform Commercial Code in
comrection with the Lease, provided that all such amendments are consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been delivered to us; b) any necessary installation
of the Property has been fully and satisfactorily performed; c) after fill inspection thereof, we have accepted the Property for all
purposes as of the date hereof; d) any and all conditions to the effectiveness of the Lease or to our obligations thereunder have been
satisfied; e) we have no defenses, set -offs or counterclaims to any such obligations; t) fire Lease is in fill force and effect; and g) no
Event of Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in the future to reject the Property or to
revoke our acceptance thereof has terminated as of the date hereof, b) we hereby waive any such right by the execution hereof; c) the
date of this Certificate is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein
could be correctly and properly made. We hereby acknowledge that Lessor is relying on this Certificate as a condition to making
payment for the Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the _ _I _I day of r(,Lo 20
After signing and dating, please return to:
U.S. Batik Equipment Finance, a division of
U.S. Bank National Association
13010 SW 68'" Parkway, Suite 100
Portland, OR 97223
CITY OF SCHERTZ, TEXAS
By:
John C. sel
City Manager
DO NOT SIGN UNLESS PROPERTY HAS BEEN DELIVERED AND YOU ARE
ACCEPTING IT AFTER DELIVERY.
8112
CITY MANAGEMENT
Coordination Sheet
FROM: .
n , _ . P
\ 1
D T :
D
MID]
x
FAME
INITIALS
DATE
TO:
Mr. J. Bierschwale, Operations
ylj
Mr. D. Harris, Support
W. B. James, Development
Mr. B. Cantu, Chief of Staff
Mr. J. Ressel, City Manager
�I I
Comments:
AY`( 5 -e M j
ol VC ► l� '. hae 1mw' C ►,�1S/` -6 iwm
Me-ds - v e 'jn - br It LP 115 MOY)Rvr
Return To:
SOM
[Mbank,
EQUIPMENT FINANCE
NIASTER LEASE AGREENIENT
IBIS LEASE ("Lease "), dated as of Novemherl2'IQ13, is made by and betoven U.S. Rank Equipment Finm tire, a division of U.S. Dank Nn w
lionaI Ascialion,
hereafter referred to as "Lessor,' and CITY OF SCRiRT'L, TEXAS hereafter refund to as "Lessee."
LESSOR AND LESSEE COVENANT AND AGREE AS FOLLOWS:
I. PROPER'T'Y LEASED. Lessor agrees to Icase to Lessee mid Lessee agrees to laic from Lesser the equipment ( "Properly ") together with any rcplinmiume,
additions, repairs, lower hercoacr incorporated therein all as acceptable m Lessor and as described in any Schedule to Master Lease Agreement ( "Schedule) or any related
documml now or hereafter execrated by hire parties Irereto. Lessee may have elected to finance eenain licensed software and/or services, including bra not limited to
training, installation, maintenance, custom programming, technical consulting and support services (the "Firm ced heals ", which are included in the term "Property"
unless separately stated).
2. TERM. Ibis Lane shall become effective on the execution hereof by Lessor, I'he Tenn of this Lease may consist off 'hmerinn Term" and a "Torso" (sometimes
called a "Rase'fenn') m regard to a Schedule. The lnutim "fern for each Sclo Jldc shall begin on the date that Lessee executes a Delivery and Acceptance Certificate in
connection with rely iron of Property or provides to Lessor wnnen aulhonwimr for payment for such item of Properly. Each Interim Tenn shall continue moil We
commencement dole set font in the Schedule. The term for each Schedule shall be uiggend by Lessee's cxceution ol'a Delivery and Acceplance Cenificate in cannec(ion
With the Properly described in the Schedule and shall begin on the comucncntew date and shall continue Ivor the period specified in each Schedule. During each Interim
Tenn, if any, Lessee shall pay rental ( "Interim Rental ") in the annunesel lash in each Schedule, plus applicable tax thereon.
J. RENT, PAYMENT AND TAXES. Rental payments are specified in each Schedule. All rents shall be payable by Lessee each month on or before the Paynnen
date shown in each Schedule at Lessees address herein, or as otherwise directed by Lessor, without notice or demand and without abatement, set -o0'or deduction of any
amount whatsoever. Lessee shall pay when due all taxes, fees, assessments, or other charges, however designated, now or hereafter levied or based upon the rentals,
ownership, use, possession, leasing, operation, control, or maintenance of the Properly, whether ter not payable by Lessor, excluding Lessors income, franchise and
business and Occupation taxes, and shall supply Lessor Willi Incur of payment satisfactory to Lessor m least seven (7) days bel'aru delinquency. At its option. Lessor
may pay any tax, asscssacnl, insurance premium, expanse, repair, release, confiscation expense, lien, encumbrance, or other charge or fee payable hereunder by Lessee,
and any amount so paid shall be repayable by Lesscc on demand_
For any payment due hereunder which is not paid within five (5) days after the date such payment is due, Lessee agrees to pay a late charge calculated thereon at a rate
of ten percent (10 %) of such overdue amomf. The parties Itereto agree that: a) the amount of such late charge represents a reasonable estimate of the con flat Lessor
Would incur in processing each delinquent payment by Lessee and that such late charge shall be paid as liquidated damages for each delinquent payment; and b) the
payment of late charges and the payment of Default Interest are distinct and separate from one another. Acceptance of any late charge or inrarest shall not consi(IC a
waiver of default with respect to the overdue amount or prevent Lessor from exercising any other available rights and remedies. Payments received shall be applied
first to delinquent amounts due, including late charges, then to current installments. II• any such rental payment is mode by check and such check is returned to Lessor
IM any reason, including without limitation, (nsuRlcie t fonds in Lessees account, then Lessee shall be assessed a fee equal to the lesser of 530.00 or the maximum
penniued by applicable few, in addition to any other late charge Many other fee which may be applicable.
If the Properly is located in a jurisdiction which imposes any "Sales," "Use; or "Rental" lax, Lessor shall collect such tax from Lessee and remit such tax to the
appropriate taxing authority. Such requirement may only be waived if Lessee is exempt from such tax under applicable laws or regulations. Lessee is responsible for
ensuring that such exemption is properly documented in uccwdmhce with such laws and regulations and tint such documentation is provided to Lessor at the inception
of each Schedule.
Except w specifically provided in the Schedule, if tine Property is subject to personal property taxes. Lessor shall report all leased Properly to the proper taxing
authorities unless the lases or regulations of the applicable taxing jurisdictions require that Lessee shall report such Property. If Lessor receives any invoice from to
taxing authorities for applicable personal property luxes, Lessor shall pay any such taxes directly and Lessee agrees to reimburse Lessor for all such taxes paid by
Lessor. If Lcssec receives any such invoice, Lessee agrees to promptly retail such taxes directly to [lie taxing minorities and maintain proof of payment Upon
termination of ench Schedule, Lessor will, if applicable, estimate Personal Properly Taxes on the Property based upon Ilse most recent tax assessment of the Property or
on the lax rates and taxable value caledatioas na available from the appropriate Inxing jurisdiction. in the event that Ilse actual personal property lax bill is Within
$500.00 of such estimate, then Lessor shall not seek reimbursement from Lessee Ivor ally underpayment, and lessor may retain any overpayment. If the difference
between such estimate and the actual I.rx bill exceeds 550000 Lessor shall refund or Lessee shall remit the entire difference.
q. LOSS OR DAMAGE. No loss or damage to die Property, or any pan of it, shall impair any obligation of Lessee hereunder. As bchwen Lessor and Lease, Lessee
assumes all risk ofdnmage to or loss of dice Property, hovvem caused, while in transit and during the term hereof: Irony Properly is totally destroyed, Lessee's liability to pay
rent for it may be discharged by paying Lessor the Stipulated Loss Value of duo Pmpeny if such a Value is provided in the applicable Schedule or, date amoral specified in
Section 14(e) ofthis Lease, less the amount of any recovery received by Lessor f ram any insurance or olhersource.
5. OWNERSHIP, LOCATION, MAINTENANCE AND USE. Lessee lumsfers to Lessor all right, title and interest, including my and all o olership interest, %%Inch
Lesscc may have in or to the Property. Lesst•e epresenis and wnmmu that it has the legal right to make well tmnsfar mad that such transfer dws not constitute a transfer of
all or subnantially all of Ilk, assets of Lesscc, and dint such tosfer does not constitute all or a portion of a "bulk transfer' under the Uniform Commercial Code. Unless
otherwise stated in any Schedule, Lessor shall be the owner afraid! hold legal tiJe to are Properly for all purposes. At its own risk, Lessee shall use or permit the or, of Jae
Property primarily at the location specified in the Schedule (unless the Properly is mobile, in %%inch case it may be moved in the ordinary course of business) and shall not
remove tic Property from such location without prompt Written ratite to Lessor. Nolmiloaa ding die foregoing, the Properly shall not be moved outside the United States
without Lessor's prior written consent. Without Lessors prior wrihen consent, Lessee shall not loan, sublet, pan with possession or otherwise dispose of the Propicay.
Lessee shall at its sole espenso maintain tae Property in good repair, appearance and factional order (amnn:d wear and nsar excepted) and in compliance with any
manufacturers and regulatory maintenance and perfonnaee standards, shall keep complete records and documenes regarding its use, animenance and repair, shall not use
or permit the use of the Property in any unintended, injurious or unlawful manner, shall not permit mac or operation orthe Properly by any one other than Lessce's qualified
employees wwnmadars or sammnc supcniscd by one of Lessee's qualified employe or canrmcmrs and shall rim change or after
the Property without Lessors written consent. Lessee shall adhere to reasonable practices for Lessee's industry and the type of Property, for security against terrorism and
other risks. Lessee shall not create, cause, or permit any kind of claim, levy, lien or legal process on the Property, and shall forthwith satisfy, remove and procure the release
thereof. The Property is and always shall remain personal property. Lessee shall not cause or permit the Property to be used or located in such a manner that it might be
deemed a fixture. Lessee shall secure from each person not a parry hereto who might secure an interest, lien or other claim in the Property, a waiver thereof. At Lessors
request, Lessee shall affix and maintain, at its expense, in a prominent and visible location, all ownership notices supplied by Lessor.
6. LEASE, This is a non - cancelable contract of lease. Except as otherwise provided in any Schedule hereunder, nothing herein or in any other document executed in
conjunction herewith shall be consuved as conveying or granting to Lessee any right, title or interest, legal or equitable, in or to the Property, other than possession and use,
subject to and upon full compliance with the provisions hereof. Lessor shall net interfere with Lessee's right of quiet enjoyment so long as there is no Event of Default
hereunder. Lessee and Lessor agree that this Lease is a'Finance Lease' as defined by the Uniform Commercial Code Article 2A, the Uniform Personal Property Leasing
Act. Notwithstanding the foregoing, Lessee hereby grans to Lessor a security interest in the Property and in any of Lessee's rights in any associated software and Financed
Items, as security for all Lessee's obligations to Lessor of every kind and nature. Lessee authorizes and ratifies Lessor's filing of financingsstement(s)(and Leslie agrees to
pay the cost of filing the same in all public offices where filing is deemed by Lessor to be necessary or desimble) and naming of lessor as lienholder and/or owner on any
vehicle litle(s). Ownership of any software shall remain with the licensor thereof and Lessee's rights with respect to such software shall be govemed by a separate
license agreement between Lessee and the licensor, which shall not be affected by this Lease.
Lessee hereby acknowledges that all of the leased Property was selected by Lessee from supplier(s) chosen by Lessee. Lessee is familiar with all supply contract rights
provided by the supplier(s) and is aware that the supplie(s) maybe contacted for a full description army rights Lessee may have under any supply convect So long as
Lome is not in default under this Lease, Lessor hereby assigns to Lessee, without recourse, all of Lessor's rights arising under any warranties applicable to the Property
provided by the manufacturer or any other person. All proceeds of any warranty claim from the manufacturer or any other person shall first be used to repair the affected
Property.
7. GENERAL INDEMNIFICATION AND INSURANCE. Lessee assumes liability for, and agrees to defend, indemnify, and hold Lessor harmless from any claim,
liability, loss, cost, expense, or damage of every nature (including, without limitation, fines, forfeitures, penalties, settlements, and attomeye fees) by or to any person
whomsoever and/or property whatsoever, regardless of the basis, including allegations (by third panics) of wrongful, negligent or improper act or misuse by Lessor, which
results from or pertains to the leasing, manufacture, delivery, ownership, use, possession, selection, performance, operation, inspection, condition (including without
limitation, latent or otter defects, and whether or not discoverable), improvements, removal, return or storage of the Property, except arising while the Property is in the
possession of lessor or its agent.
Upon request of Lasser, Lessee shall assume the defense of all demands, claims, actions, suits and proceedings against Lessor for which indemnity is provided and shall
allow Lessor to participate in the defense [hereof. Lessor shall be subrogated to all rights of Lessee for any matter which Lessor has assumed obligation hereunder, and
may settle any such demand, claim, or action without Lessee's prior consent, and without prejudice to Lessors right to indemnification hereunder.
risk Insurance and liability insurance with such covemme and from such Insurance carriers as shall he smisfactory to Lessor. The Property must be insured
against all risks which are customarily insured against on the type of properly leased hereunder. The amount of Lessee's liability insurance shall not be less than
$1,000,000.00. Such insurance policies must name Lessor as an additional insured and lender's loss payee, and provide for ten (10) days advance written notice to
Lessor of modification or cancellation. Lessee shall, upon request, deliver to Lessor satisfactory evidence of the insurance coverage. In the event Lessor fails to
maintain coverage as provided herein, Lessor may, in addition to any other rights available to Lessor, obtain coverage, and any sum paid therefor by Lessor (including
any charges assessed by Lessor for such sewice)sholl be immediately due and payable to Lessorby Lessee.
8, INCOMETAX INDEMNITY. Lessee hereby represents,warrants,andcoverimtsto Lessor as follows:
(a) This Lease shall be a lease for federal and slate income tax purposes; Lessor shall be treated as the purchaser, owner, lessor, and original user of the Property and Lessee
shall be healed as the lessee of the Property for such purposes.
(b) Lessor shall be entitled to depreciation deductions with respect to each item of Property as provided by Section 167(x) of the Internal Revenue Code of 1986, as
amended (the 'Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable
convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding stale depreciation deductions.
(c) For purposes of determining depreciation deductions, the Property shall have an income lax basis equal to Lessors cost for the Property specified on the applicable
Schedule, plus such expenses of the transaction incurred by Lessor as may be included in basis under Section 1012 of the Code, and shall be placed in service (and
cenified as such by Lessee) by the lest business day of the same calendar year in which the Schedule for such Property is executed.
(d) The maximum federal and slate income tax rates applicable to Lessor in effect on the dale of execution and delivery of a Schedule with respect to an item or items
of Property will not change during the lease term applicable to such Property.
If for any reason whatsoever any of the representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property
shall prove to be incorrect and (i) Lessor shall determine that it is not entitled to claim all or any portion of the depreciation deductions in the amounts and in the taxable
years determined as specified in (b) and (e), above, or (ii) such depreciation deductions are disallowed, adjusted, recomputed, reduced, or recaptured, in whole or in
park by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recompulalion, reduction, or recapture being
herein called a "Loss'). then Lessee shall pay to Lessor as an indemnity and as additional ten[ such amount as shall, in the reasonable opinion of Lessor, cause Lessors
after -tax economic yield (the 'Net Economic Return') to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The
amount payable to Lessor pursuant to this section shall be payable on the next succeeding rental payment date alter written demand therefor from Lessor accompanied
by a written statement describing in reasonable detail such Loss and the computation of the amount so payable.
Further, in the event (t) there shall be any change, amendment, addition, or modification of any provision of applicable slate law or of the Code or regulations
thereunder or interpretation thereof with respect to the matters set forth in this section with respect to any Property or (ii) if at any time there shall be any change,
amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to the
maximum applicable federal and stale income lax rates as set forth in (d) above, which mulls in a decrease in Lessors Net Economic Return, then Lessor shall
recalculate and submit to Lessee the modified rental rate required to provide Lessor with the some Net Economic Return as it would have realized absent such change
and the Lease shall thereupon automatically be deemed to be amended to adopt such rental rate and values.
9. INSPECTION AND REPORTS. Lessor shall have the right, at any reasonable lime, upon at least 48 hours advance written notice, to enter on Lessees premises
or elsewhere and inspect the Property and any records and documents regarding its use, maintenance and repair. Lessee shall give Lessor immediate notice and copy of
all tax notices, reports, or inquiries, and of all seizure, attachment, orjudicial process affecting or relating to the use, maintenance, operation, possession, or ownershipof
the Property. Within thirty (30) days after Lessors request, Lessee shall deliver all reasonable information (including tax returns) requested by Lessor which Lessor
deems reasonably necessary to determine Lessee's current
financial condition and faithful performance of the terms hereof. This may include: (i) reviewed, audited or compiled annual financing statements (including, without
limitation, a balance sheet, a statement of income, a statement of cash Row, a statement of changes in equity, and notes to financial statements) within 120 days after
Lessee's fiscal year end, and (ii) management - prepared interim financial statements within 45 days after the requested reporting period(s). Annual statements shall set
forth the corresponding figures for the prior fiscal year in comparative form, all in reasonable detail without any qualification or exception deemed material by Lessor.
Unless otherwise accepted by Lessor, each financial statement submitted to Lessor shall be prepared in accordance with generally accepted accounting principles
consistently applied and shall fairly and accurately present the Lessce's financial condition and results ofoperations for the period to which it pertains.
10. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents ,wananb,and covenants that:
(a) Lessee has adequate power and capacity to enter into this Lome, any Schedule, and any other documents required to be delivered in connection with this Lease
(collectively, the 'Documents'), the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable
in accordance with their arms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to
perform under the Lease; and all information supplied to Lessor is accurate and complete.
(b) Lessees entering into the Lease and leasing the Property does not and will not; (i) violate any judgment, order, or law applicable to the Lean, Lessee or Lessee's
organizational documents; or (ii) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder.
(c) All information and representations ftrmished by Lessee to Lessor concerning the Property arc accurate and correct
(d) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ('Lessee Group') delivered to Lessor have been prepared in
accordance with generally accepted accounting principles applied on a consistent basis wish prior periods and fairly present the financial position and results from operations
of lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently -delivered financial darn, there has been no material adverse change
in the financial, business or opemtingcondition of Lessee or of the Lessee Group.
(e) If Lessee is a business entity, it is and shall be validly existing and in good sresxling under laws of the stale of its organization, and Lessee shall give written notice
to Lessor within 30 days of any termination or revocation of Lessee's existence by its stale of organization. Lessee shall not change its stale of organization,
headquarters or residence without providing prior written notice to Lessor. The persons signing the Documents are acting with all necessary authority and hold the
offices indicated below their signatures, which are genuine.
(f) Lessee has not received any ox or accounting advice from Lessor, and Lessor shall have no liability for Lessee's failure to secure any particular lax benefits or
accounting treatment with respect to the Lease or the Property.
11. ASSIGNMENT; CHANGE IN CONTROL LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE LEASED PROPERTY WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSOR, WHICH SHALL NOT BE UNREASONABLY WITHHELD. IN CONNECTION WITH THE GRANTING OF
SUCH CONSENT AND THE PREPARATION OF NECESSARY DOCUMENTATION, A FEE SHALL BE ASSESSED EQUALTO ONE PERCENT (1 %) OF
THE SUM OF THE REMAINING BALANCE THEN DUE HEREUNDER PLUS ANY RESIDUAL VALUE OF THE PROPERTY. In the event that Lessor has
consented to any sublease of the Property. Lessee hereby assigns and grants to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to
Lessor. and Lessee shall dclivcrto Lessor the original of such sublease(s).
Lessee shall not and shall not permit or cause its owners to consolidate or merge with or into any other entity, liquidate or dissolve, distribute, sell or dispose of all or
any substantial portion of its ownership interests, properties or auels other than in the ordinary course of its business, without the prior written consent of Lessor, which
shall not be unreasonably withheld.
LESSEE AGREES THAT LESSOR MAY ASSIGN OR TRANSFER THIS LEASE OR LESSOR'S INTEREST IN THE LEASED PROPERTY WITHOUT
NOTICE TO LESSEE. Any assignee of Lessor shall have all of the rights (except fumy rights retained by the assignor Lessor), but none of the obligations (which arise
prior to the date of the assignment), of Lessor under this Lease and Lessee shall not men against any assignee of Lessor any defense, counterclaim or offset that Lessee may
have against Lesser. Any assignee of Lessor shall have the obligations of the Lessor that arise after the assignment (except for any obligations rmined by the assignor
Lessor). Lessee acknowledges that any assignment or transfer by Lessor will not materially change Lessee's duties or obligations under this Lease nor materially increase the
burdens or risks imposed on Lessee. Lessee shall cooperage with Lessor in executing any documentation reasonably required by Lessor or any assignee of Lessor to
effectuate any such assignment.
13. PURCHASE OR SURRENDER. To the extent that any purchase option specifies that the purchase price shall be the 'fair market value' of the Property, the term
'fair market value* shall be defined m the value of the Property in continued use.
As long as; Lessee has provided notice to Lessor in accordance with the Schedule prior to the expiration or termination of the term specified in each Schedule, unless Lessee
shall exercise any purchase option granted in connection with such Schedule, Lessee shall, at its risk and expense and according to manufacturer's recommendatiom,
assemble, prepare far delivery, and deliver the applicable Property and all manuals, records, eenifrcales and documenu regarding its use, maintenance and repair to any
location specified by Lessor within the continental United Stales. Upon return of the Property, any upgrades and improvements shall become the property of Lessor. Any
upgrades, parts or improvements may only be removed from the Property if their removal shall not impair the Properlys ability to operate according to any manufacturers
and regulatory performance standards and specifications. The Property shall be delivered unencumbered and free of any liens, charges, or other obligations (including
delivery expense and sales or use taxes, if any, arising from such delivery) and shall be in good working order, in the same condition, appemance, and functional order as
when first leased hereunder, reasonable wear and tear excepted, and in the condition specified or desenbed in the applicable Schedule. At Lessors request, Lessee shall at
Lessees expense provide Lessor with a written certification by an independent engineer or other recognized expert acceptable to Lessor to the effect that the Property is in the
condition required hereunder. In lieu of delivery. Lessor may, at its option, direct Lesser to dispose of all or a portion of the Property in a proper and lawful manner at a
recognized disposal site at Lessce's sole cost and responsibility.
13. DEFAULT. Time is of the memo under this Lease, and Lessee shall be in default in the event crony of the following ('Event of Default'): (a) any failure to pay
when due the full amount of any payment required hereunder, including, without limitation, Fong, taxes, liens, insurance, indemnification, repair or other charge; (b) any
misstatement or false statement in connection with, or non - performance of any of Lessee's obligations, agreements, or affirmations under or emanating from, this Lean; (c)
Lessee's death, dissolution, termination of existence; (d) if any of the followingactions or proceedings are not dismissed within sixty (60) days after commencement: Lessees
insolvency, becoming the subject of a petition in banluuptcy, either voluntary or involuntary, or in any other proceeding under federal bankruptcy laws; making an
assignment for benefit of creditors; or being named in, or the Property being subjected to a suit for the appointment of a receiver, (e) any default under any agreement
between Lessee and Lessor (other than this Lease) or between Lessee and any affiliate of Lessor; (f) any non - performance of, or failure to pay, m and when due, any
obligation of Lessee, whether or not to Lessor, arising independently of this Law; (g) any removal, sale, transfer, encumbrance, seizure or levy of or upon the Property; (h)
bankruptcy, insolvency, termination, death, dissolution, m default of any guarantor for Lessee; (i) any actual or anticipated (in Lessor's reasonable discretion) unauthorized
revocation, nonrcneswl or termination of a letter of credit, surety bond cr other Instrument issued for the benefit of Lessor as additional security for the obligations of Lessee
hereunder, or ()any unauthorized filing by Lessee of a termination statement for any financing statement filed by Lessor.
14. REMEDIES. Upon the occurrence of any Event of Default which continues for more than ten (10) days said at any time thereafter, Lessor shall have all remedies
provided bylaw. and, without limiting the generality of the foregoing and without termfnaling this Lean. Lessor, at its sole option, shell have the right at any time to exercise
concurrently, or separately, without notice to Lessee (unless speciftcelly stated), any one or all ofthe following remedies:
(a) Request Lessee to assemble the Property and make it available to Lessor at a reasonable place, in the Slate of Texas, designated by Lessor and put Lessor in
possession ihemaron demand;
(b) Immediately and without legal proceedings or notice to Lessee, enter the premises, take possession of and remove the Property or render it unusable (any such taking
shall not cancel or terminate this Lease);
(c) Declare the entire amount of rent and other sums payable hereunder immediately due and payable; however, in no event shall Lessor be entitled to recover any amount in
excess of the maximum permitted by applicable law;
(d) Cancel this Lease as to any or all items of Property. Such cancellation shall occur only upon notice by Lessor and only w to such items of Property as Lessor
specifically elects to cancel. This Lease shall continue in full force and effect as to any remaining items;
(e) Recover all of the following: (i) any accrued and unpaid rent, plus (ii) the present value of all future rentals reserved in the Lease and contracted to be paid over the
=expired lens of the lease, discounted at the Discount Rate; plus, (iii) the anticipated residual value of the Property as of the expiration of this Lease or any renewal thereof,
discounted at the Discount Rate; (iv) any indemnity payment, if then determinable; (v) all commercially reasonable costs and expenses incurred by Lester in any
repossession, recovery, storage, repair, sale, re -lease or other disposition of the Property, including legal expenses and reasonable allomeye fees plus costs of collection of
any amounts owed hereunder, including any collection agency fee; and, (vi) the value of all lax benefits lost to Lessor as a result of Lessee's default or the enforcement by
Lessor army remedy; plus interest ('Default Interest') on each of the foregoing, from the date such amounts are due until paid, at the lesser of: (i) the maximum rate per
annum which Lessor is permitted by law to charge, or (ii) twelve percent (12 %) per a =um;
(Q Cause Lessee to immediately slop using any Financed Items and cause the Financed Items to be terminated; and
(g) Lessor may, but is not required to, re -lease or sell any or all of the Property at a public or private sale on such terms and notice w Lessor shall deem reasonable.
The proceeds of any sale or lease shall be applied in the following order of priorities: (i) to pay all of Lessors expenses in taking, removing, holding, repairing and
disposing of Property, including legal expenses and reasonable attorneys' fees; then (ii) to pay any late charges and interest accrued; then (iii) to pay accrued but unpaid
rent together with the anticipated residual value, future rent, interest and all other due but unpaid sums (including any indemnification and sums due under other Leases
or agreements in default). Any remaining proceeds will reimburse Lessee for payments which it made to reduce the amounts owed to Lessor in the preceding sentence.
Lessor shall keep any excess. If the proceeds of any sale or lease are not enough to pay the amounts owed to Lessor under this Section. Lessee shall pay the deficiency.
"Discount Rate" means the lower of (i) the rate set forth for the Treasury yield as of the commencement date of the Schedule with a maturity having the closest term to (but
not longer than) the original term of the Schedule, as set forth in the Federal Reserve Board H.15 Release (Selected Interest Rates) (or, if no such rate is published in such
publication, a rate taken from a similar reputable source selected by Lessor), or (ii) two percent (2 %). No remedy referred to in this paragraph is intended to be exclusive, but
shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity.
15. LESSEE'S WAIVERS. To the extent permitted by applicable law, upon Lessee's execution of a Delivery and Acceptance Ceniftcate for each Schedule, with respect
to that Schedule Lessee waives any and all rights and remedies now or hereafter confered by statute or otherwise, including but not limited to Lessee's rights d: (i) cancel or
repudiate this Lease; (ii) reject or revoke acceptance of the Property; (iii) recover damages Bom Lessor for any breaches of wamanty; (iv) claim, grant or permit a security
interest in the Property in Lessee's possession or control for any reason; (v) deduct all or pan of any claimed damage& resitting from Lessors default if any, under this lease;
(vi) accept any partial delivery a the Property, (vii) 'cover' by making any purchase or lease of or contract to purchase or lease property in substitution for the Property; or
(viii) commence legal action against Lessor for specific performance, replevin, sequestration, claim and delivery or the like for the Property.
16. NOTICES, ATTORNEYS' FEES, GOVERNING LAW AND JURY WAIVER. All notices shall be mailed or delivered by facsimile transmission or ovcmighl
courier to the respective parties at the addresses shown on any Schedule hereto or such other address as a party may provide in writing from time to time. In any
interpretation or enforcement of the Lean and any related documents or any dispute related thereto or to the relationship between the parties, Lessor shall pay Lessor's
legal expenses and reasonable attorneys' fees, including any incurred before and at trial, on appeal, in any taller proceeding or without any litigation being filed. This
Lease, and the rights and liabilities of the parties shall be governed by applicable federal law and the laws of the State of Minnesota. Any legal aelion or proceeding with
respect to this Lease shall be brought in the Slate of Minnesole, and, by execution and delivery of this Lease, each of the parties consents to the jurisdiction of such
court and waives any defense of lack of jurisdiction or inconvenient forum. Service of process by overnight courier will be sufficient to confer personal jurisdiction over
the Lessee. LESSOR AND LESSEE EACH IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED
TO THIS LEASE.
17. SEVERABILITY. If any of the provisions of this Lease are contrary to, prohibited by, or held invalid order applicable lass, regulations or public policy of any
jurisdiction in which it is sought to be enforced, then that provision shall be considered inapplicable and omitted but shall not invalidate the remaining provisions. In no
event shall this Lease be enforced in any way which permits Lessor to charge or collect interest in excess of the maximum lawful rate. Should interest collected exceed such
rate. Lessor shall refund such excess interest to Lessee. In such event. Lessee agrtes that Lessor shall not be subject to any penalties provided by law for contracting for or
collecting interest in excess of the maximum lawful rate.
IS. SURVIVAL. All of Lessors rights, privileges and indemnities contained herein shall survive the expiration or other termination of the Lease and any Schedules, and
Use rights, privileges and indemnities contained herein we expressly made for the benefit of, and shall be enforceable by, Lessor, its successors and assigns.
19. LESSOR'S DISCLAIMERS; DISCLAIMERS OF WARRANTIES. Lessor has obtained the Property based on specifications fumishod by the Lessec. Lessor does
not deal in property of this kind or otherwise hold i1olf or its agents out as having knowledge or skill peculiar to the Property. Lessee acknowledges that it has relied on its
own skill and experience in selecting property suitable to the Lessor's particular needs or purposes and has neither relied upon the skill or judgment of Lessor nor believes
that Lessor or its agents possess any special skill or judgment in the selection of Property, for Lessee's particular purposes. Further, Lessee has not notified Leworof Lessee's
particular needs in using the Property.
Lessee understands and agrees that neither the supplier(s) nor any salesman or any agent of the supplier(s) is an agent of Lessor. No salesman or agent of supplier is
authorized to waive or alter any term or condition of this Lease, and no representation as to the Property or any other mailer by the supplier shall in any way affect
Lessee's duty to pay the rent and perform its obligations as set forth in this Lew. Lessor shall not be liable to Lessee for any incidental, consequential, or indirect
damages or for any act, neglect, omission, breach or default by any third party.
LESSOR ASSUMES NO RESPONSIBILITY FOR AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
TITLE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, CONDITION, QUALITY, WORKMANSHIP, OR THE SUITABILITY, SAFETY, ADEQUACY,
OPERATION, USE OR PERFORMANCE OFTHE PROPERTY OR AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
OR AS TO PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF THIS
LEASE,
LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY REPRESENTATION, CLAIM, BREACH OF WARRANTY, EXPENSE OR LOSS DIRECTLY
OR INDIRECTLY CAUSED BY ANY PERSON, INCLUDING LESSOR, OR IN ANY WAY RELATED TO THE PROPERTY. IN NO EVENT SHALL
LESSOR HAVE ANY OBLIGATION TO PERFORM ANY SERVICES RELATED TO THE FINANCED ITEMS, AND ANY FAILURE OF A SERVICE -
PROVIDER TO PROVIDE ANY SERVICES FINANCED HEREUNDER SHALL NOT EXCUSE LESSEE'S OBLIGATIONS TO LESSOR. LESSOR
SHALL NOT BE LIABLE TO LESSEE, NOR SHALL THERE BE ANY ABATEMENT OR SETOFF IN LESSEE'S PAYMENTS, FOR ANY LIABILITY,
CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED BY ANY FINANCED ITEMS.
20. ENTIRE AGREEMENT, WAIVERS, SUCCESSORS, NOTICE, ETC. This Lease and any Schedule and associated documents expressly referring hereto
(each, a'Transaction') contain the entire agreement of the parties and shall not be qualified or supplemented by course of dealing. However, in any case where the
Lessor takes an assignment from a vendor of its security interest in the same Property, the terms of the Transaction shall be incorporated into the assigned agreement
end shall prevail over any inconsistent terms therein but shall not be construed to create a new contract. No waiver or modification by Lessor of any of the terms or
conditions hereof shall be effective unless in writing signed by an officer of Lessor. No waiver or indulgence by Lessor of any default or deviation by Lessee of any
required performance shall be a waiver of Lessors right to subsequent or other full and timely performance. This Lease shall be binding on the parties hereto and their
respective suceessors and assigns and shall inure to the benefit of such successors and assigns. Paragraph headings shall not be considered a part of this Lease. Lessor
may make a profit from fees, estimated tax payments and other charges that Lessee is required to pay hereunder. If any of the executed Documents are delivered to
Lessor by facsimile transmission or by Adobe Acrobat (or equivalent) attachment to an a -mail message, such Documents (and signatures thereon) shall be treated as,
and have the some force and effect as, originals. Lessee shall also promptly execute and deliver to Lessor such further documents and lake further action as Lessor may
request to more effectively carry out the intents and purposes of this Lease. By providing any telephone number, now or in the Iknue, for a call phone or other wireless
device, Lessee expressly consents to receiving communications, regardless of their purpose, at that number, including but Fiat limited to, prerecorded or artificial voice
message calls, text messages, and calls made by an automatic dialing system from Lessor and its affiliates and agents_ These calls and messages may incur access fees from
Lessee's provider.
Most agreements, promises and commitments made by Lessor, concerning loans and other credit extensions must be In wrilting. e o ess consideration and he
signed by Lessor to he enforceable,
21. POWER OF ATT ORNEY. LESSEE HEREBY AUTHORIZES AND APPOINTS LESSOR AS ITS ATTORNEY -IN -FACT TO COMPLETE AND EXECUTE IN
LESSEE'S NAME AND TO MAKE NON - MATERIAL AMENDMENTS (INCLUDING COMPLETING AND CONFORMING THE DESCRIPTION OF THE
PROPERTY (INCLUDING SERIAL NUMBERS)) ON ANY DOCUMENT IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY DOCUMENT
NECESSARY FOR PROCESSING ANY VEHICLE CERTIFICATE OF TITLE) AND TO OBTAIN, ADJUST AND SETTLE ANY INSURANCE REQUIRED BY
THIS AGREEMENT AND TO ENDORSE ANY DRAFTS IN CONNECTION WITH SUCH INSURANCE.
22. USA PATRIOT ACT NOTICE. IMPORTANT INFORMATION ABOUT PROCEDURES: To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each customer who opens an account. When
Lessee enters a new transaction with Lessor. Lessor will ask for Lessee's name, address and other information that will allow Lessor to identify Lessee. Lessor may
also ask to see other documents that substantiate Lessee's identity.
23. TAXABLE OBLIGATIONS. The parties intend that this Lease shall not be considered a tax - exempt financing transaction under the Code
24. NO TEXAS ATTORNEY GENERAL APPROVAL: Lessee represents that this Lease is exempt from review by the Texas Attorney General pursuant to the
provisions of the Section 1202.007, as emended, Texas Government Code.
25. Protected Health Information. The parties acknowledge and agree that access to or use by Lessorof Lessee's Protected Health Information is not necessary for
Lessee or Lessor to meet its respective obligations under the Lease. Accordingly, the parties agree that Lessee shall not provide to Lessor (or any crust agents) my
Protected Health Information of the Lessee or give Lessor (or its agents) access to or use of any Protected Health Information of the Lessee. If Lessor exercises its right
to proceed against orotherwise obtains possession of the Property, whether by Event of Default, termination of she Lease, or otherwise, Leslie shall purge and/or
remove any and all Protected Health Information from she Property, including from any related hardware or software, and ensure that the transfer of the Property to
Lessor (or its agents) shall not result in Disclosure of any Protected Health Information. "Protected Health Information" and "Discloslue" shall have the meanings set
forth in 45 C.F.R. § 104.501.
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Master Lease Agreement to be duly executed as of the day and year fasrabove written.
U.S. Bank Equipment Finance, a division of
CITY OF SCHERTZ, TEXAS
U.S. Bank National Association
(LESSEE)
(LESSOR)
By:
By:
John C. Ke
An Aulhorlud Officer Thereof
City Manager
a4 /U
ADDRESS FOR ALL NOTICES TO LESSOR:
PO Box 230789
Portland, OR 97281 -0789
bat n k® SCHEDULE TO MASTER LEASE AGREEMENT
EQUIPMENT FINANCE
Schedule Number 030 - 0051436 -001
THIS SCHEDULE is made as of November 1 2013 by and between U.S. Bank Equipment Finance, a division of U.S. (lank National
Association ( "Lessor "), having offices at PO Box 230789, Portland, OR 97281 -0789, and CITY OF SCHERTZ, TEXAS ( "Lessee "),
having its business located at 1,100 SCHERTZ PARKWAY SCHERTZ, TX 78154, pursuant to the Master Lease Agreement dated as of
November IZ12013 between Lessee and Lessor (the "Lease "), the terms of which (including the definitions) are incorporated herein. The
terms of Ole Lease and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are
used with the respective meanings specified in the Lease. If any terns hereof are inconsistent with the terms of the Lease, the terms
hereof shall prevail.
LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
1. The following specified equipment (the "Property") is hereby made and constituted Property for all purposes pursuant to the Lease:
The following is installed or stored at: 1400 SCHERTZ PARKWAY SCHERTZ, TX 78154
County: GUADALUPE
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
ALL OF THE ABOVE TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
2. The cost of the Property ('Property Cost ") is: S347,704.00.
3. The total amount financed pursuant to this Schedule is: 5347,704.00
4. Lessee shall owe basic rental payments (plus applicable sales/use taxes, if any) in Advance payable as follows: Sixty (60)
rental payments in the amount of 55,795.07 each. The first such payment shall be due upon acceptance (the "Equipment Acceptance
Date "). Each subsequent payment shall be due on the day corresponding to the day of the month of the Equipment Acceptance Date.
S. TITLE PASSAGE. a. Lessee is obligated to purchase the Property at the end of the Terri or any renewal hereof for a purchase price
of S 1.00 (he "Purchase Price ") to be paid at the end of the Tenn. The Purchase Price shall be deemed to be the "anticipated" residual value
of the Property (as such tern is used in the Lease). Upon commencement of the Term, any ownership interest of Lessor in the Property is
hereby transferred to Lessee "As Is' and "Where Is" without any express or implied representations or warranties. Notwithstanding the
foregoing, Lessor shall retain a security interest in the Property until all obligations to Lessor are satisfied.
b. Notwithstanding anything to the contrary in the Lease, this Schedule shall be deemed to be a conditional sales contract and Lessor is
not and shall not be deemed to be the owner of the Property for any purpose. Therefore, Lessor shall not be liable for personal properly
taxes assessed against the Property and shall not report the Property to the applicable taxing authorities. As owner, Lessee shall report and
remit directly to the applicable taxing . authorities any and all personal properly taxes assessed against the Property, in accordance with
applicable law, and shall maintain proof of payment.
6. Lessor and Lessee agree that Section 8 of the Lease entitled 'Income Tax Indemnity' shall NOT apply to this Schedule.
7. Lessor and Lessee agree that the Property is mobile.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Schedule to be duly executed as of the day and year first
above written.
U.S. Bank Equipment Finance, a division of
U.S. Bank National Association
By:
An Authorized Officer Thereof
8/12
CITY OF SCHERTZ, TEXAS
By:
John C. K
City Manager
ADDRESS FOR ALL NOTICES TO LESSOR:
PO Box 270799
Porli nd,OR97281 -0789
t
Exhibit A
Descriotlon of Eauloment
99677. 001266 - LP16 v2 MONITOR/DEFIB, 10
CPR, Pace, to 360), SPO2/CO, 12L GL, NIBP,
CO2, Trend, BT
THE LIFEPAK 15 IS AN ADAPTIV BIPHASIC FULLY
ESCALATING (TO 360 JOULES) MULTI - PARAMETER
MONITOR/DEFIBRILLATOR . 2 PAIR OUIK -COMBO
ELECTRODES PER UNIT- 11996 - 000091, TEST LOAD
- 21330 - 001365, IN-SERVICE DVD - 21330-001486,
SERVICE MANUAL CD- 21300- 008084 (one per order)
and SHIP KIT (RC Cable) 41577- 000126 INCLUDED.
HARD PADDLES, BATTERIES, CARRY CASE NOT
INCLUDED.
11140 -000052 - LP 16 ADAPTER- REDI-
CHARGE BATTERY CHARGER
LP 15 ADAPTER- REDI- CHARGE BATTERY CHARGER
3 21330. 001176 - LI -ION BATTERY 5.7 AMP 40
HOUR CAPACITY
RECHARGEABLE LITHIUM -ION, WITH FUEL GAUGE
4 11577- 000002 - LIFEPAK 15 Basic Carry Case
10
w/ right & left pouches
Includes shoulder strap 11577.000001
5 11220 - 000028 - Top Pouch
10
Storage for sensors and electrodes. Insert in place of
standard paddles.
6 11260. 000039 - LP15 Rear Pouch for carrying
10
case
7 11171 -000049 - RAINBOW DCI ADT
10
REUSABLE SENSOR, REF 2696
RAINBOW DCI ADT REUSABLE SENSOR, REF 2696
8 11171 -000060 - RAINBOW DCIP PED
10
REUSABLE SENSOR, REF 2697
RAINBOW DCIP FED REUSABLE SENSOR, REF 2697
9 99576. 000024 - LUCAS 2, 2.1 Chest
Compression System
50589327.1
Includes LUCAS 2 unit with Back Plate, Carrying Bag,
Two (2) Patient Straps, Stabilization Strap, 3 Suction
Cups, 1 Rechargeable Battery and Instructions for Use.
One year warranty.
- 1 -
10 11676-000039 - LUCAS 2 BATTERY
11 11676 -000060 - LUCAS 2 BATTERY
CHARGER,MAINS PLUG,US -CANJP
12 11676. 000066 - LUCAS 2 POWER SUPPLY
WITH CORD,REDEL,US
13 LUONS -R &11 - LUCAS 2 Point of Sale Service
Agreement - 1 Yr
On Site, Repair and Inspect
14 MC999. 001006 -6 - POS .6 YEAR. On-alte 10
repair and one Inspection per year. Price per
unit.
15 60999- 000117 - ZONE TRAVEL CHARGE:
ZONE 1
60689327.1
-2-
u� � r
Addendum to Master Lease Agreement ( "Lease'), dined November
Equipment Finance, a division of U.S. Bank National Association, as
NON - APPROPRIATION ADDENDUM
The parties wish to amend the above - referenced Lease to add the following language:
Texas as Lessee and U.S. Bank
RE I'llESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that: (a)
Lessee has been duly authorized by die Constitution and laws of the applicable jurisdiction and by a resolution of its
governing body (which resolution, if requested by Lessor, is attached hereto), to execute and deliver the Lease and to carry
out its obligations hereunder. (b) All legal requirements have been men, and procedures have been followed, including public
bidding, or applicable exceptions to public bidding, in order to ensure the enforceability of the Lease. (c) The Equipment
will be used by Lessee only for essential governmental or proprietary functions of Lessee consistent with the scope of
Lessee's authority and will not be used in a trade or business of any person or entity, by the federal government or for any
personal, family or household use. Lessee's need For the Equipment is not expected to diminish during the terns of the Lease.
(d) Lessee has funds available to pay contracted Payments until the end of its current appropriation period, and it intends, to
tine extent permitted by law,to request funds to make contracted Payments in each appropriation period, from now until the
end of the tern of the Lease. (e) Lessee's exact legal name is as set Forth on page one of the Lease. Lessee will not change
its legal name in any respect without giving thirty (30) days prior writlen notice to Lessor.
NON - APPROPRIATION: If sufficient funds are not appropriated to stake contracted Payments under the Lease, die Lease
shall terminate and Lessee shall not be obligated to make contracted Payments under due Lease beyond the then- current fiscal
year for which funds have been appropriated. Upon such an event, Lessee shall, no later than the end of the fiscal year for
which contracted Payments have been appropriated, deliver possession of the Equipment to Lessor. If Lessee fails to deliver
possession of the Equipment to Lessor, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the pot lion of contracted Payments thereafter coming due that is attributable to
the number of drys after the termination during which the Lessee fails to deliver possession of the Property and for any other
loss suffered by Lessor as a result of Lessee's failure to deliver possession of the Property as required. Lessee shall notify
Lessor in writing within seven (7) days after tine failure of the Lessee to appropriate fonds sufficient for the payment of the
contracted Payments, but failure to provide such notice shall not operate to extend the Lease term or result in any liability to
Lessee.
The parties wish to amend the above - referenced Lease by restating the following:
Any provision in the Lease stating that the Lease shall automatically renew unless the Equipment is purchased, returned or a
notice requirement is satisfied is hereby amended and restated as follows: "This Lease will renew for month -to -month terms
unless Lessee purchases or returns the Equipment (according to the conditions herein) or sends Lessor written notice at least
30 days (before the end of any term) that Lessee does not wart it renewed."
Any provision in the Lease staling that Lessee grants Lessor a security interest in the Equipment to secure all amounts owed
to Lessors under any agreement is hereby amended and restated as follows: "Lessee grants Lessor a security interest in the
Equipment to secure all amounts Lessee owes Lessor under this Lease, and Lessee authorizes Lessor to file a financing
statement (UCC -1):'
Page 1 of
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE LEASE. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE
CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE LEASE, UNLESS SPECIFICALLY
STATED OTHERWISE.
10162 REV 00112 (PDX)
Any provision in the Lease stating that Lessee shall indemnify and hold Lessor harmless is hereby amended and restated as
follows: "Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Lease.
However, as between Lessee and Lessor, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay
directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising
under or related to the Equipment, including, but not limited to, the possession, ownership, lease, use or operation (hereof,
except that Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses,
damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Equipment in
accordance with the terms of the Lease to Lessor or that arise directly from Lessor's gross negligence or willful misconduct."
Any provision in the Lease stating that a default by Lessee under any agreement with Lessor's affiliates or other lenders shall
be an event of default under the Lease is hereby amended and restated as follows: "Lessee will be in default if: (a) Lessee
does not pay any Payment or other sum due to Lessor under the Lease when due or if Lessee fails to perform in accordance
with the covenants, terms and conditions of this Lease, (b) Lessee makes or has made any false statement or
misrepresentation to Lessor, (c) Lessee dies, dissolves or terminates existence, and (d) there has been a material adverse
change in Lessee's financial, business or operating condition."
Any provision in the Lease stating that the Lease is governed by a particular state's laws and Lessee consent to such
jurisdiction and venue is hereby amended and restated as follows: "This Lease will be governed by and construed in
accordance with the laws of the State of Texas where Lessee is located. Lessee consents to jurisdiction and venue of any
state or federal court in such state and waive the defense of inconvenient forum:'
By signing this Addendum, Lessee acknowledges the above changes to the Lease and authorizes Lessor to make such changes. In all
other respects, the terms and conditions of the Lease remain in full force and effect and remain binding on Lessee.
U.S. Bank Equipment Finance, a division of U.S. Bnnk
National Association
Lessor
Signature
City of Schertz, Texas
Lessee
X
Signature 7oohn C. Kessel
City Manager
Title Date Title Date
Page 2 of 2
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE LEASE. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE
CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE LEASE, UNLESS SPECIFICALLY
STATED OTHERWISE.
101162 REV 06112 (PDX)
[Mbanke
EQUIPMENT FINANCE
Dale: Novemberil?013
To: CITY OF SCHERTZ, TENAS
( "Customer ")
1400 SCHEWI L PARKWAY
SCIIERTZ, TX 78154
INSURANCE AUTHORIZATION
AND VERIFICATION
Schedule Number: 030. 0051436 -001
Prom: U.S. Bank Equipment finance, a division ofU.S. Bank
National Association ( "Creditor ")
PO Box 230789
Po third, 01197281 -0789
Attn: Justin IIIavkaa
TO THE CI )STOVITR: In connection with one or more financing arrangements, Creditor requires proof in the form of this document, executed
by both Customer` and CII5I0n1CT' 9.19011, that Customers insurable interest in the financed properly (Ihe "Property') meets Creditor's requiromculs as
follows, with coverage including, but not limited to, lire, extended coverage, vandalism, and uhell:
Creditor, AND ITS SUCCESSORS AND ASSIGNS shall be covered as built ADDITIONAL INSURED and LENDER'S LOSS PAYEE with
regard n all cqulpmenl Financed or leased by policy holder through or from Creditor.
Customer must carry GENERAL LIABILITY (and /nr, for vehicles, Automobile liability) in the amount of no less than S1,000,000.00 (one
million dollars).
Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than (lie
'Insurable Value' 5347,704.00, with deductibles no unm a [hall $5,000.00.
'Cusiouner: Pleose erecme ibis form and return with your docoanem package. Creditor will fax this funn to your insurance agency for endorsement. In
lieu of agent endorsement. Customer's agency may submit insurance certificates demonstrating compliance with all requirements. if fully executed form
(or Customer- exccuted form plus certificates) is not provided within 15 days, we have the right to purchnse such insurance at your expense. Should you
have any questions-, please contact Justin I Ilnvko at (800) 828 -8246 Ext. 3029.
By signing, Customer aulho-ires [lie Agent named below: 1) to complete and re(urn (his form as indicated; and 2) to endorse (lie policy and
subsequent rencmnis to reflect the required coverage as outlined above.
Agency /Agent / CITY OF SCHEIi "1'7 TEXAS
Address:
BY.
Phondrax: _/ John C. kTdcl
E Mail Cily Manager
TO THE AGENT: In lieu of providing a certi)kme, please evecufe this form in the space below and promptly fox it to Creditor at (800) 305-
6362. This ftdh' endorser! forin shall serve as proof that Customer's Insurance neets fire above requirements.
Agent hereby verities flint the nbove requirements have been met In regard to the Properly listed below.
Print Name Of Agency:
X
By: X
.(Agent's Signature)
Print Name: X Date:. X
Insurable Value: 5347,704.00
PROPERTY DESCRIPTION FOR SCHEDULE, NUMBER: 03041051.136 -ODI
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER WI-fli ALI. REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED I' HEREIN OR AFFIXED
OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OI' THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
tau
bank®
EQUIPMENT FINANCE
FIRST PAYMENT INVOICE
PLEASE RETURN THIS PORTION WITH YOUR PAYMENT
SCHEDULE NUMBER: 030. 0051436 -001
CREATE DATE: November (2,2013
CITY OF SCHERTZ, TEXAS
1400 SCHERTZ PARKWAY
SCHERTZ, TX 78154
Attention: John Kessel
Customer Phone Number: 210 -619 -1400
DUE DATE: upon acceptance
AMOUNT DUE: S6,145.07
U.S. Bank Equipment Finance, a division of U.S.
Bank National Association
A'TTN: Accounts Receivable 030 - 0051436 -001
PO Box 790413
St. Louis, MO 63179 -0413
» » »» PLEASE RETAIN THIS PORTION 1 FOR YOUR RECORDS ««««
Please send first payment to the address above.
All subsectuent monthly onvments MUST be sent to this address_
U.S. Bank Equipment Finance
PO Box 790413
St. Louis, Rio 63179 -0413
U.S. Bank Equipment Finance, a division of U.S. Bank ACCOUNT: 030 - 0051436 -001
National Association AMOUNT DUE: 56,145.07
ATTN: Accounts Receivable 030 - 0051436 -001 DUE DATE: upon acceptance
PO Box 790413 CREATE DATE: Novemberl t2013
St. Louis, b10 63179 -0413
QUESTIONS? PLEASE CALL 800 - 253 -3468
INVOICE SUMMARY
Advance Rentals (1)
55,795.07
Closing Fee
$350.00
TOTAL CURRENT CHARGES
56,145.07
TOTAL AMOUNT DUE WITH EXECUTED
DOCUMENTS
Cobankm
EQUIPMENT FINANCE
* ** *IMPORTANT NOTICE** **
REGARDING
PROPERTY TAX
Customer Name: CITY Or SCHERPZ, TEXAS
Schedule Number: 030 - 0051436 -001
The Property, which is subject to the Master Lease Agreement and the Schedule, MAY
BE located in a jurisdiction which imposes property tax. Notwithstanding anything to the
contrary in the Lease, this Schedule shall be deemed to be a conditional sales contract and
Lessor is not and shall not be deemed to be the owner of the Property for any purpose.
Therefore, Lessor shall not be liable for personal property taxes assessed against the
Property and shall not report the Property to the applicable taxing authorities. As owner,
Lessee shall report and remit directly to the applicable taxing authorities any and all
personal property taxes assessed against the Property, in accordance with applicable law,
and shall maintain proof of payment.
Please check with the appropriate taxing authority for specific requirements or
information. This notice has been provided to help ensure that your transaction is processed in
the most timely and accurate manner.
wbanko
EQUIPMENT FINANCE DELIVERY AND ACCEPTANCE CE RTIFICATE
Schedule Number 030. 0051436 -001
This Certificate is delivered to and for the benetil of Lessor and pertains to llte following personal property (the 'Property ") •Oirh is
the subject of Schedule Number 030 - 0051436 -001, dated as of November 11r013, to blaster Lease Agreement, dated as of NoVeM6er-
)q,�
2013, between U.S. Bank Equipment Finance, a division of U.S. Bank National Association as Lessor and CITY OF SCHERTZ,
TEXAS, as Lessee (life "Lease "):
"SEE ATTACHED EXHIBIT A" FOR EQUIPMENT DESCRIPTION
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES
INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
To the extent that the above description has been altered by us or differs from the Property description set forth in the Lease
(including, but not limited to, changes to model or serial numbers), we certify that such alterations or differences are accurate and we
acknowledge that, based upon this certification: 1) the Lease is hereby amended to reflect the above Property description; and 2)
Lessor is hereby authorized to file amendment(s) to any Financing Statements filed under the Uniform Commercial Code in
connection with the Lease, provided that all such amendments are consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE TILT: a) the Property has been delivered to us; b) any necessary installation
of the Property has been filly and satisfactorily perfomred; c) aller full inspection thereof, we have accepted the Property for all
purposes as of the date hereof; d) any and all conditions to the effectiveness or the Lease or to our obligations thereunder have been
satisfied; e) we have no defenses, set -offs or counterclaims to any such obligations; I) the Lease is in fill force and effect; and g) no
Event of Defauh has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAI': a) any right we may have now or in the future to reject the Property or to
revoke our acceptance thereof has terminated as of the date hereof; b) we hereby waive any such right by the execution hereof; c) the
date of this Certificate is the earliest date upon which tie certifications, acknowledgments, representations and warranties made herein
could be correctly and properly made. We hereby acknowledge that Lessor is relying on this Certificate as a condition to making
payment for the Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the day of , 20_
After signing and dating, please return to: CITY OF SCHERTZ, TEXAS
U.S. Bank Equipment Finance, a division of
U.S. Bank National Association By:
13010 SW 681h Parkway, Suite 100 John C. (es cl
Portland, Olt 97223 City mailmifer.
DO NOT SIGN UNLESS PROPERTY HAS BEEN DELIVERED AND YOU ARE
ACCEPTING IT AFTER DELIVERY.
S/t2
Exhibit A
Description of Equipment
99677- 001256 - LP15 V2 MONITOR/DEFIB, 10
CPR, Pace, to 360j, SPO2/CO, 12L GL, NIBP,
CO2, Trend, BT
THE LIFEPAK 15 IS AN ADAPTIV BIPHASIC FULLY
ESCALATING (TO 360 JOULES) MULTI - PARAMETER
MONITOR/DEFIBRILLATOR.2PAIR OUIK -COMBO
ELECTRODES PER UNIT - 11996 - 000091, TEST LOAD
- 21330 - 001365, IN- SERVICE DVD - 21330- 001486,
SERVICE MANUAL CD- 21300 - 008084 (one per order)
and SHIP KIT (RC Cable) 41577- 000126 INCLUDED.
HARD PADDLES, BATTERIES, CARRY CASE NOT
INCLUDED-
2 11140 -000062 - LP 16 ADAPTER- REDI-
CHARGE BATTERY CHARGER
LP 15 ADAPTER- REDI- CHARGE BATTERY CHARGER
3 21330. 001176 - LI -ION BATTERY 6.7 AMP 40
HOUR CAPACITY
RECHARGEABLE LITHIUM -ION, WITH FUEL GAUGE
4 11577- 000002 - LIFEPAK 15 Basic Carry Case 10
w/ right 8 left pouches
Includes shoulder strap 11577 - 000001
5 11220. 000028 - Top Pouch 10
Storage for sensors and electrodes. Insert in place of
standard paddles.
6 11260. 000039 - LP16 Rear Pouch for carrying 10
case
7 11171 -000049 - RAINBOW DCI ADT 10
REUSABLE SENSOR, REF 2696
RAINBOW DCI ADT REUSABLE SENSOR, REF 2696
8 11171 -000060 - RAINBOW DCIP PED 10
REUSABLE SENSOR, REF 2697
RAINBOW DCIP PED REUSABLE SENSOR, REF 2697
9 99676. 000024 - LUCAS 2, 2.1 Chest 1
Compression System
Includes LUCAS 2 unit with Back Plate, Carrying Bag,
Two (2) Patient Straps, Stabilization Strap, 3 Suction
Cups, 1 Rechargeable Battery and Instructions for Use.
One year warranty.
50689327.1 - 1 -
10 11676 -000039 - LUCAS 2 BATTERY
11 11676. 000060 - LUCAS 2 BATTERY
CHARGER,MAINS PLUG,US -CANJP
12 11676- 000066 - LUCAS 2 POWER SUPPLY
WITH CORD,REDEL,US
13 LUONS -R&I1 - LUCAS 2 Point of Sale Service
Agreement -1 Yr
On Site, Repair and Inspect
14 MC999. 001006.6 - POS - 6 YEAR. On -site 10
repair and one Inspection per year. Price per
unit.
15 60999 -000117 - ZONE TRAVEL CHARGE:
ZONE 1
60689327.1 - 2 -
November 12, 2013
City of Schetlz
John C. Kessel
City Manager
14.00 Schertz Parkway
Scheriz, TX 78154
Mr. Kessel,
1400 SCIIERTZ PARKWAY
SCHERTZ, TEXAS 78154 -1634 R. DONOVAN BUTTER, D.O.
OFFICE (210) 619 -1400 MEDICAL DIRECTOR
FAX (210) 619 -1499
(loitovniibtitter@y.iliao.com
I am writing in regards to the planned lease purchase of new cardiac monitors and defibrillators and a LUCAS
Chest Compression System for use in patient care by Sclreriz EMS. This decision to purchase these monitors
and LUCAS System is not one that should be entered into lightly, however 1 believe that the best decision is to
move forward with a single vendor because their products are the only ones available that has several of (lie
features that meet my requirements for EKG monitoring and defibrillation in the communities served by Schetlz.
EMS.
Our goal is to provide a patient monitor that will contain all of the features we currently utilize as well as adding
another vital monitoring fiurctiom. Physio- Control is the only manufacturer that builds a cardiac monitor that
meets these needs.
Defibrillation ofpatients in ventricular fibrillation is a topic that receives a lot of attention. Pre - hospital patient
monitors all utilize "bi- phasic" wave form technology that has been shown to more effectively resolve
ventricular fibrillation in cardiac arrest patients, but only tine Pbysio- Control LifePak product has the ability to
escalate tine deliverable energy to 360 joides while the other two mamrlaclurers limit their energy at 200joules.
Although Di- Phasic technology is shown to be effective al lover energy levels, there are patients that many
systems ore now using a 2 "a nnouitor to deliver 360 — 400 joules to resolve their lethal heart rhythm. This
"refractory" fibrillation is only rarely seen in our system and I believe that is because we are using the higher
energy level available in the Physio - Control product. Having this capability, needs to he maintained going
forward.
hi addition, in the last twelve years since we purchased our original Physio- Control LifePaks, they Gave added
several new features. One of these is the ability to not only monitor Oxygen and Carbon Dioxide levels like we
do today but to also monitor Carbon Monoxide (CO). CO monitoring is needed several lines o year for patients
who are suspected of having been exposed to this deadly gas. In addition, CO monitoring is critical when
firefighters ate conducting `overhaul' operations as structure fire operations are being completed. CO gas is a
colorless, odorless gas that is not only impossible to detect in the air without proper detector, but it is also
impossible to detect inpatients because they will not show signs and symptoms until their blood levels are so
high that long -terns damage can occur. Adding this monitor to our abilities is an added feature that will make a
significant difference in the lives of our patients.
SchetZ
Emergency
Medical Services
These monitors, like our current ones, are to be used in the pre - hospital environment. Asa result, they are nneant
to operate wilhoutplugging into electricity via a battery [lint provides mnncrous hours of operability before behrg
changed out. With our current monitors, two batteries are utilized. The monitor operates off of one battery until
it is depleted and then automatically switches to file second battery and notifies the user that the first battery
needs to be replaced. The depleted battery can be changed without effecting any operation of the monitor and
without having to shut tine monitor down. Physio - Control is the only vendor that offers two batteries in their
monitor with tine other Iwo manufacturers choosing to utilize a single battery that requires the monitor to be shut
down to exchange batteries.
The Physio - Conlrol LifePak 15 monitor we are requesting is the only monitor in the market that has these
features. Additionally,. Physio- Control does not resell its monitors, choosing to direct sell all of its products
directly to (Ire market. As such, I recommend the City purchase these monitors via sole source.
Lastly, the LUCAS Cliesl Compression System is a tool that we added approximately 3 years ago. These
devices have increased our ability to successfully resuscitate cardiac in patients by automating (lie
performance of CPR. This device will be added to our fleet so that every in- service ambulance can have one of
these devices on it. The Physio Control LUCAS System is the only pneumatic chest compression system that is
FDA approved and available in the United States.
Sincerely,
R. Donovan Buller, D.O.
Medical Director
Scliertz EMS
SchertZ
Emergency
Medical Services