HomeMy WebLinkAbout2012-239 Lease Agrmt - MEF US Holdings M
' 'Ist!�?utia,yRrr�•_t to ..
am Lamm. tRefe Nmohry: clot
liacgWiie SgvmpmLttfi¢uac,LLC Delft :\rgexs 31,21112
2385 PranLgnRud,SuiU tdD" -
MoorefieldHM,b(t183n" r=1tMpf�+aty Nm.()pyeto Afn .
M+u,�R7Ap� . Cap:(2483 3 32 9000.,
fez:f'AB)ayy-lbyp
�s "'.� :rs't.:,mr• tr_�ti�s'ry*)-a si '.t- s .."~�:�`; a"da -.:.c � L'o'z y. ,�. - _ i
do E like ofASWmd
., I lade isWaad OR 7320
,.,�,.st
itten6 : _ 1,o,,chmak a her Fae)mnmtdncdmian - -
vWnmentlntal A3Waad PalkeDnmrtount1135Enp Ifni AaW nd pR 9752D 1
Snapllert F S\Ue(ns,1.i.C.. I
HesaTaemt Nhm vuf t� Patehosa yrvRe¢W7 ! Payment Perfodel (7oenrrtmf K .ldsoas:e Seear((y ..Iplllu(
(m months) PaymeofY OpOnn 1 Payment !' Dp4 pelt#; ,Frei *m: DepoNl. Pgyme¢Ir •
fig 60 51 SI,2InduTat NOI t :11o¢0dy on We Erse SfSA00 3(,260.91 SO.VO Sf,y1691
'
Inducted j day nPeaehralaWw I i
Slaodt
The lml Pgy7tieol. o9 pn d�tny;ISthe Rtnml Payraept fordo Evil PaymPartdodorWe eese:Tard+Wa DdtunamiEw die Adrmen Rem+0m9emnfyDeposl7.. l
In width MR'-1 Ro I thralheDdIlwy Wlom the BaseTam Cmumrft u ud U*lipax-able ten JvgmJ:..
I
Lieacehas raolexdd Uaspagerad We"orlbis Lease I.rss6rhas mvlexsd Wiepmgeond themstaEWn l.mo."'
Lessee may tide mwrl artermWatbffiIaLent expepfas provided bershm Lvsmratgy not cihuAOrfe(gdga(e RJSLvameseepl aspmsWsdhtrelu.
LLC LCMW .
Authad 5 .. '..AuWOdredgi"steer .: i
a t:, tall L S•f 1Y ( �
. BitltNdme andTUlc
ITJte -
L 1(DelWttltst,ihB Ixueheeroma3 PoI yslieeins only jdmGt e�tW try Lessee end 'for 15 dsysogerivaitkaooucr qr Lasseels m beconxs htaelsel W35sr1tYa,m esmgm
teaser or rare retired hy'L.aty std l.ersm P fm eery prosier oftha Equipment. ib assets 7'w the hemEJaf to rndmas,m beesaaa the suhl[ct bray be lactatty at
xltichevef Is gm tarlbv wens Luse should R7wo a 3opy of tide[,rear Cw in raatda rmrgmiragon prat'tedlp&"Tiac#'means,rx9rpt.for Lessor`s*•vrrdt Incwm itm
Lessee uaivez wticaofLessaia dining this 4esq ben I:nsor x70 Piovlpa irate a and peowget, {iges,and inte+est clew to Leasor'n'newiSentq pit 111M rem apd
phaW Wpy m rammed mpy oP WV Lease an ttgwat(if sigilpp).9atloa3l,7.gad)B ossesuncnts of any kind, ysaseltiq rotes,Infcais(,barren had regislmtigp
tied tae npplimble deRolimm of ihO Levee ms Wndiog on Lpsee(mitt If lmar ftts,.elecuome Agsii.rW)ding,eel other eaviroaramw fees And mh;me,and
doear'1 sign D),antle asl0 pqy pmllati of lac foBiol Papment cloth fo.Lesi6f;such psr5oaal pmpaly revs(x ithum pioaotl6oL gha{het impose.on I pram of hence or
prhvWtdtn ati hltidOtLGOLmwlfefiirtit aigrd ttar payafor lht Eqquipment thmdl tiny oP Wep altiifofts,m 6n the Equipment,gds Lease; or any relow hmtiment.
4ssm ttstmt pry(m the EqulOraem hereuedb�1 arcs issobly rapomlble m Suppifa" ivhdfier say of ttin fafegpinL almW Ls me Owned a atier dining the Trim;or
end.gR mbar Ix'itom fprWePapdpnaert,imludm6 Pa mpoyammdl ale Cyh'pmtnt .themaMr and rarely atmbhmbir m tar Taut ^Cluhaa°mew Taays gybWYes;
par t0.r\pyllocmmnl fto Ppa ha )s nomeRmdohlq tuft i(lessurdoa mthigh dsmagN;lone.penei5n.mesjlrasm(iuclvdiogtihwoeWa Rts�eaiatingmt,timaly,m
thq.Lease pr poi for srry f tpdpp 0 or this Lane Itrmleates tmuWrq any Ee)mpmad tl oltm wltaaism ogepcia<eodmmmeyi fs7 andenxi),elemn,pad melons(Including -
amxpted;00 in M11 eRP13 Laser svW raged arty halmtT or die hah Pay ream in dime ba3ed on MtJSt pe0g8y 0tatwq segldntmq cartlm0a 195s;m usher legal theory)
eteC33 ofgoy emounn ticksomm05emonablyongapany may:tecanse l uq. rc4vinL b Uta c.PerpiWr?tlKtigp..mauuftSafn..purehM (by Ltsiee'of Lesson),
L Ikpn{tlmo.!n sddWgp.m the JefrglHpm on the fist page and eimsbut in tips cunenhip,losing,lmsress�an,memte6mte,degvety,Rsmn or sole.(by Lessen to
I,eaaq"'Ddlsiry Aire^assn my Egmpaienl mss gw dan:ttthe Eygrpei+it li dthssred-'L<ssw)¢f the�quipntegt nnl'os9d Juriag or freely ieLvlaS to amg pehad PtSCadiffg ihn
m levsar,"$else Trent Cmawrurrmrm lMl!~ means`the fird cloy of the_Pnrnmi espfro{toss ofUwTCrm ant eheretpm gfaR EgtitpmlatloL•scot'
1'alud after tier Delivery O9at(en aRa the JWa Leism reCasca tae pcsepunat ].\SaRaPI)er and DNpinimera lessor does am tnaprfaMme t6e.FyuiPment:.LSnm
Certllliwta iCh mgnrssss oa:)'(or ell Fgmpprcnr "M01a1 Temr°
mom as m my don nqt represenllhe man9facmmorSnppha fRbq;athraupplia9fWa Eqd Lessor
EquiPmeot ralaa Lnsea.rejRt9 thq Gyuipeem m eepseuly prnnitt d In this cruse, Ltrsm.ben cboeea by LeneiF Lessee 1®>atecled the E t usent end r, na breed-
rlu' period .hrginnmg oa Jw Delivery' W$0. conimnIn m the Base Term 9e.P app-
L aPw Lessee•awn)udgecenl..4swr Ives ilm Egmpmrnt m Lesxi toed any side
Catammcmnem Date,suWrhen com(nWeg fmtha Base 7xon.•host°memihelnitial ortmasRroftbe Equlpnimtmgiuimdiobemade by I. heteuader b)Ap6,
Teen and soy rmesmla m eaknslaq of the Lapse m osry lima In cleat,pshiomiy I. Hemet a and Witham wresnmts of me vlea"W0ly or Bm_m far a ParrkuI r
r1Tea,,ar Afilch am SChedpledm camO ruro elYeu sspravidrJ iv ddv Laws of by miter pretreat w.nem-Inlrlagemel or osher:warrantla,tompe UmF�t r lot Anrr®u:
sstittta glPeaaef of the pettier(nnleu nap such prrj6J fa tainiml<d trader as 4ssca's ijalFl eail0niem of lieu Equipmet daring she Tenn to Iona as no Defauil
11syaessiy'pmvafts"a mial"later.°nieam the lot Paymem ladicoled on the Rdm of otcuti red;if Laser is rtqubed m sell m tswffr time l galpmeat m Leuea hcreundeS
Wig Cease(ur Leach xhpreul pmt tl Poyvnmtlseri6d W Ume 7'eml plus Taah etM olltdr Lessen nill "amok the absence of ony lieu$:mising hy,.doratily or ender Lessor,
amoierty that tXeme nests sehedn'.cd ro because duchy Laser haeunda.'9Ytpulored Escepi,for Jheef damages Juo ro Leamrbmaleainl btmih of This Lmaq I.a$w,is rat'
Lary /. a" aof the data fm xidrhir'ss being determige;the Ram Am dud, rrslpmWl9.and Lessee Aid nutmaka any.ciaim againstlesam,regardless ofcmmsa far
pie We}iiesrnt yah"afad Rear Peymrms ssiitduisd to become due Ibe the rent o(Ihe :my d&A7G9M witMtr eronegpamtml,direct,special,or,endow..Nenha Suppher her i
Term�ductmmM farm rhe'vDmDsrcmy4S petmmnoagplusthe ant What Of dta any salesperson,employee or aim of Supplier is Lessm'eagmr orlwuttyauthmity tr
Amman rhetLrnce is obliged repay
w that si may opdmtalty cloy ro acgoire ad of the speak for t.esso(m to hied Lessor in any%ay.Lessor easrgad to 1.03411,ire the Ienn,
Finatp ledUltlrcedd ofeheTmntfttmu Lease rcpsasly gives lessee the oblgton m airy ess!"A410wamnties aWc by We famufopjumor Sppplin il',at hanefit Lessor,and
led Ot6irmoskel wruepri6Waft EqulpmeroRter w.dnawanted Lessflt agrees to cMmce far the boreftl of Lessee dining the Term any stab outranks.
!'tom We last Jay of]'ena ai 33;pa a®um F,1fI or"falrmprRef.vlue"mepns the Ilntpmtmt avignobrq seLesxe a7equtsl and
mw ft.pimusplsm ofthecgpapa'm In4vaWed assuming del Ala inthe la altenand •1.9uppllnt Accepts¢te•Lratt tgrta thgt it haws tierce n�t11rmeJ orgppplia's ideitgry, i
svedition.segemed tender this Lean(as if ilaem Egmplaeas heremufcr)and Was ag that Lessee may have rights under my y Supplier.welatee,sea{M l,,ssse rosy enntact
suRnam and aerates tmcuvaay fur in me me rcad,ly avairab(a in the rmrket,as nosh-Suplahcr ibr a dcscr, on of iimse dghls;lessor assign to Lessor itr dLhis tmda any
mire i0 detesaifh U)'the Lessen:'°Dejoalr"means:Lessee{ails to cloy Rent xiWm t Supplier Coalmct A may have entered intm ben none of Lessee's obligations.Lessor's
iwimeaa days of its being doe,m 4nesc ils to Comply with this Lean or any related only obligation m gupplier is m pay Cpr the Equipment on Wr moddiaN aPihi3'I,ease l
document qt other egaeem<ht with Lessor m:J,if cumhle,she flilma" "nuts uncered and i the amount inniously appmved by Lessor.laser$;tall arrange far the delivery
Pagedell A O�IEtAS FORM
di=� �i1ll
Si nature
Date
o
is serer{ra,.,eev.vntna, �
l
of the Equipment to Lessor, Lessee shall impact the Equipment immediately upon "then may be roquirml m campty With the preading sentence(even Ifthem is a cox).
receipt.The,Equipment is deemed Irrevomhly accepted by Lest an nod as of the Any alterations,additions,and replacements wiU became Equipment and Lassoes solo
Delivery Date fm all putpmes,including under this Lean and,my Supplier contract, property without cast to Lester.Except os required in this section or an permitted under
unless within 10 days of me Delivery Date(and berme Lessee otherwise accepts the the loss provisions of this Learq Lesson will nuke no akemtlow, additions, a
Equipment)Lessen by written notice to Lessor a spresdyrejects the Equlpmem.Upon replacement to ones Erpaprocal Laren shall permit lessor to inspect the Equipment
acceptance,Lessee shall an request of Lester(ands m my time)provide Lasser with end Lessee's applicable maintenance agreements and records a any reasonable time
signed Acceptance Certificates for the Equipment in a form lequated by Lever. (subject to Lessee's usual, reasonable security-procedures} Lane will keep the
Lanes obligation to purchow and lease,any Equipment is auditioned an Lessee's Equipment its goad warking order and usable,reasonably clean and cosmetically good,
acceptance thereof and Lessor's receiving an Acceptance Certificate differ"(if and in the same condition Of When shipped to Lessee, r able war and her
requeseed).Lessamayter®mm this Lenses as many Equipment that Lester snotthen excepted.Lane Is"Iclyrespomibiefor obtaining my software or services!helmay be l
required hereunder to purchase and lease and that Lewes has not accepted and provided applicable to the Equipments or that it may need to use the Equipment,and Lessen Sul
an Acceptance Certificate(ifmquentd)within 90 days of the dam hereof perform its obligations order this Lean regardless oftha onnabRlry,ailurt a quality !
S.Term And Reno Nouappmpriahioa Lessee ogtw to lease the Equipment from of my software,services,and other acts-hadwate matters(am itthe costs thereof son
Lae,for the Teri Lester cannot terminate or cancel this Lan before the end of granted hereande}At Lesm's request,Lesce will at in expenm maintain In Rome
the Iallial.Term,Lessee:authmrirn Lessor m insert In this Lease or any Acceptance during the Teens a sanded maintenance contract with the manufacturer of the
Cantlnam a other related documentation the Brae Trm Comrnancem=t Dam and parry acceptable m Lane
( 7.Net Lessor's dettmtimatlan of that dnm is eonUnaive In the absence afUwaod convincing 7.Nel Lasses Teases,As this Lenses is a net Icas0.Lesea wig indemnity Lassa fm
all
evidence to the contrary),andmy serial numbers a other desuipilum Of the Equipment Calmna,and,to the extent Lass so notifies Leases,pay directly and hold Leiner
that am provided to Letter by Lance or Supplier.The Rental Payment for the first harmless hum OR Claims;provided however,Lessen Will not be liable under the
Payment Period of die Buse Term is due wham L®m eigm this Leone and is rated lingohng far the net pun of the Equipment due to Supplier after Less must pay
upon Lessee's ncepmnceofshe Equipment na provided herein TneRenml Payment for Supplier hereunder a m a perm to the eattmt of person's negligence or willful
each Payment Period thereafter is due an the Dan Date of that Payment Period miscendocl As behnrn Lest and Laaor.vales Lams otherwise dreads in writing,
Additionally,Lasses shag,ul m demand,pay pmmled Interim Renal Payments,an all Lessor is exclusively entitled to file for and pay personal papery Tara imposed
Equipmmr far any portion of the Wtdd Term preceding the Ban Term during the Term an ono Equipment(regardless of Who was it)Tess baled with the
Cammmmemenl Door Pmmdaa of Rental Payments herwader,If sppficabl%shall be Renal Polecats am dm With the Rural Paymmok and any other Taxes an due on
made on the basis of a 360.day year of four 90-day quarters end twdva 30-day demand At Lessees optic%Lessee wiR remit,along with the Rental Payments under
momtttsAli Rent and other payments will be paid by ACH fault invades initiated by this Lame,an amea equal to a percentage of Lusters reasonable argues of the
Les", ml— otherwise deomnded by Laser (In Which ass.Lessee WWII make personal property Tans that will be esessable against she Equipment In addition,at
payment by financial Imhwuntor otherwise In good fatuity,and Lessee agrees to Lesson's optlan,Lester may include In the Reseal Payment an amount for any Tom
ecacuto m Electronic Payment Addendum to thisL eme an required by Lever. Lessee's gent try be imposed at the Inception of the Linn Inch an"up-Bent"sates at we
obligation;under this Leon act absolute and nmmudt0oual and rat subject to Teen),financed at an intend two tea, y d�-^r^-a by Leswr,and if it is sensed
abate t,offset,counterclaim;reamer,a any defense whatsoever,arising undo an the first page of this Lease dust the Rental Payment includes win ax,the soles or
this Leine or ohhervire,or orslag agdml lesser or la assign,Supplier or the on mw included ae only admans and subject to adjustment by Lester based an
manufacturer of the Equipment,or my other person However,she foregoing does actual Tax=Onto,aLesor may advise Lasses Rom time to time by invoke a ether
not limit Lanes enforcement of my rights It may have against Lester In a separate writng Lesaa will remain obligated tar any defsrienry, if such a" are
action at law for d®aga,V Lane duo rat pay any Bent whom dm6 Lester may Insufficient to goy mlmburse Lessor the actual meant of such Tara,and my surplus
impose late charges of up to the greater of S25 or to%of the delinquent smmnt plot, Will be either credited to taxes other obligation to Laser or returned to Levee
far all Rent a other mama remaining unpaid for mom than Me moor,IS%per La wrmay Im oso a tax adminisaadan fen(which It maybill os{art often undo
cam me(but Lester may not impose ream than the maximum lawful amour of late Tex)'of up m 5%of Tam.If requested Lessee agree m file promptly an behalf f
a-gal - Lester ali.requested Tay wines sed rep= mnmmtng:dm Equipment in form
f Lessee mtifia Lessor at the time Lewd momates this Lease that leases with satisfactory to Lever,with all appropriate governmental agencies and to moil a copy to
Lessee am generally subject to moneys being duly approprimed men the following will Lessor centennially With the Filing thamE if an butividud To,.,e a rd liability or
apply (a)na of the date Leased eaters Into the Leave, Lessen alRrmn its present payment in question under the section Is!ass than E1,0001esar may,and an Lesee's
Intention to candme this lean for he=tire scheduled team and to pay all amounts request it WWII,catiy the ammmt and existence of the liability to Lest,and web
relating heat%and to the enmt permitted by Imv,to do sip things lawfully within its Certification shag be conclusive evidence Owed(Without having to provide
power to obtain end maintain feuds from wfiich the Renal Payments and all other other evidencel.
amount dmbmmmdermay be M%14 including allocating in is budget request foremb 8.End-of-Texurf Options.Lesmss may mancift Me and Only we of the faltering end-
final year during the Tam an amounts anticipated to berme due In such fazed year, of-Term options by giving lessor Wvrittm notice of the election at least 90 days before h
and also Including using its bass affirms and all reasonable and lawlW mew available to the end of the Tam and duly performing the elected option by the end of the Tram:
seam:the appropriation such an saw.(b)the panic aft,dedga that appropriation (a)Lcsn may elect m mm, act lass then all of the Equipment to Lester an as to be
Its such atouoa is a g"eramenml dmesim which Ievee cannot contractually commit received by Lessor by due last day of the Term,or(b)Its Purebaa Option is provided
itself in advance to perform and out this lease does not constants such a cammiunent, in this Lean,Leine may elan in pumchesa not less than di ofthe Equipment on the hest
however,Lessen reasonably believes that moneys sufficient to pay such=cuts ran day orthe Tam fa the specified Purchase Option prim nberapm,an the last day of
and will lawhWly be appropriated and ands available to permit Lesseds continued an the Ta m,ifruds price and all Taxes and otherRrm have been paid nod no Default has
of the Equipment in the pafanmms:of Its essendel functions during the was of this occurred Lessor will sell the Equipment to Lash,a(c)Lessen may elect my other
Lcoan(c)if Lessen fans to appropriate wfficleim moneys In my fiscal year far Rental end-of-Tam option that may be stated hencia If Lessen does not give Lessor such a
Payments orotheramousls due under this Lame,and If other foods as not available for written elation notice a if Lane don net duty put= the elected option,the
such paymms;then Lessee 9=9 give Lessor notice and written evidence of she non- election enticq if given-wilt terminate and the Tao will worm dccagy renew,f"
appmpratim at least an day,before the end of the than cancer final year or,V the waesive caeamanth rmeml rams umR Imam gives a wThnen election notice and
inn-appropriation has not Occurred by them,immediately upon the occurrence of the perfoms in ead-of-Tenn option It duly clam thaeia Diming my such renewal terns
mo-appropriation, In Which ass, on the last day of the fiscal year for which the ammo ofeach Renmi Payment Will remain the same(a become the average Rental
appropriations have been made.this lase and the Tam hrreafanali terminate(without Payment In client during the pseviusly applicable portion of the TeM—Wiethef it be
pantry err fee to Lessee)and Lone shill ream.act of the Equipment to Laser in the Ban Tenn Of a cannot term—if Rental Payments bare rat constant for each
accordance with Section 16 on or baf n,dour deft;aced(d)Lessen shall non dick s and Payment Period of such portion of the TermL and the other terms of this Lean will
in dl events be required to pay all Rental Payments and otheramoms due"mhome remain the savor lfLesse,performs an endof-Tam option elects duty by it before the
dm under this Lest for which moneys shall have bra appropriated or am otherwise last day argue Terri,levee's obligations uederthis Lase,including for the payment of
evaRabls,and for the avoidance ofdoub4 and as lumvided in Section 25 rot my Paced Rent shill Muffieims conlmmthraugh the scheduled lid afthoT<m.
in Which Loses fags as ream the Equipment m required ahem. 9.Rfskoffass Lama shall bewail risk of loss(Including by myofthef,destruction,
6. Covenants.Lessee will keep the Equipment m the Equipment Location(except damage,governmental requiWtinm or ink Or mabile Equipment intended for hard may be temporarily moved ifd
remains domiciled until the Equipment s rented to Lesson Im underNosea ban duallll condition,limit
at foe Equipment Laaim}Lessee shell an the Equipment only for its business or affect Lessee's oblign lm to pay Rat In she event of a low with respect in any
opwtims,only for the psninsa for which it Win designed,and only in complimn Equipmmr Lessor shall either.(a)place such Equipment In good repair,canditio%ad
With all applicable manufacturer upswing standards and issumme requirements, waking mda,(b)=place such Equipment with equipment of the same arawfacmrtr
Lesson shall comply with all awn applicable to this Lmx%the Equil mar or Lesm, year,reek%model,aM accessories in good epair co ittim and working order,or
Including mdntdnmg all required Ioannina, and obtaining an govemmenml (c)pay Lamar the Stipulated lass Vdan.IfL emsecless repair"replacement under
permissions necessary for it to an comply(err that may be required of Laser in m subsections (a)a(b)shod end the repair or replacement is fa my rmmn not
complying)sed Including Occupational safety and employment laws and laws renting complea!wilhin30 days of the loss,laser short themuponbe deemed to have elected
to has doors mawsh and the environment, and site including any licensor far at pay the Stipulated Los Value under nbseetim(c)above.Upon Larnra receipt of
Lessees bmines operations or opwation of the Equipment Lest shall make oil the Stipulated Los Value under this notion,along With all Taw and other Rents due
aberrations or additions to the Equipment that may be required(and supplied at no cm hereunder,this Leon shall arming and Later shall transfer the Equipment to Lamm.
a order a mannesota agreement)by the mamfaclurs or other matinlemmn provide
Page 2 of4
fats rmanr)
I0.Immsant*-I arm shell keep in effect an "ail risk"mended coverage property Avl.mmrnt lessor may,with or without ratifying Lase%and with m without
lannounce policy covering the Equipment for its full,replacement value,Lessor shag delegating any of Lessor's abligatiom beramder,in whole or in part assign this Lease
also al carry a comprehensive ground liability immune policy.Such policies shag be in "transfer Use Equipment.Lowe agrees any assignments or transfers by Lester
m4 amoun4 and with Insurers�reamnsbly acceixmble to Lessor. The property not motermll)•.change lessee's Obligations hereunder.lessee,may rot asdgo the
insumnca policy shall name Loner end its coigns us loss paym oval the generd liability Loam or transfer or.subbase the Equipment,In whole or In purl.Subject to the
loamamm policy shag name Lessor and Its assigns as additional fmmeda Each policy foregoing,this Loss:binds and benefits the pmim, amounts andassign>-
shag provide:(a)far no I a than 30 days priarsviam Dallas of m mungrn or nw. 14.Equipment Remro.Whenever(Ares,must or may ream Equipment hereunder,it
its wiei m Lasot and(b)crony such polity shall one be invalidated us against La=r" Will deinstag,'PmPerly pack,manapori,and deliver the Equipment m Less"by the dam
issssigus for she,WamtlaD oFany term of the policy by trice,Leave oppainte Lessor required at apiece to the commenul United States Lessor spvifits.When received by
a Lmsm's agent to request required insurance covemgq rake claim, resolve Loot,the Equipment shall be,:useable and In goad wvddpg order,reamnably.ciem t
Payment%and sign and rodone all documents,checin,draft or other Instruments and casmetically,good;In the sema Candid=as when shipped in Lessee,reasonable
The omessary m advimblo m some payments duo under my paltry cmbampimed hereby. weer and leer eseapa d; free of pasuvord.p=tectlas, application pmgmm% del%
hdfm oiog shall smt sellers Lessw tram its obiigmiom m)name the Insurance canmmehles, and, if applkabln, fuel, chemicals, tmstm, or tax[;.hemrdou4 or
policies required herein,to male Cnuty inmranbe claims and m ohemise cooperate dangamus materials not originally Included by the munuNcmrer as part of the
vdth fiiwmnce carriers and Lessor In seeking Insuunea coverage and recoveries In Equipment rod. except fm personal compuwl% at the monad mmes current
comemlm with the Equipment Proceeds from any p;mend liability policy that be enginorrimg change Iael, and•certified by.the mocadho v as-cligsble fm its
made payable fat on behalf of the Lases m the coot of its liability,If my.All m�wams:cmtmt if generally mallabl%ai time Prevailing miss,without the need
pORCIM of muuacce arriN by lessee,uhetherprimary or excess,shall be primary as for Lessor mlncm my repair.rehabilitation,or eertlfimdon expense
to my policies maimdned by Lessor(and Lasses ben no right m Na benefit of my 11 Representations.Lessm repraeme this bass is duly sudmind and executed by
immune&maintained by Lesser g=erally,and not specifically obtained in connection Lessee and Is its vend,bhWjn&and enforceable obligoloq neither the Lease nor
with the Equipment or this Lmm under this redsl V Lessee Nlls m codas the Loam's Performance better will result in my breach or default under Lessees '
houranee required beremder,orpmvide mtstbdory proafofthe existence Md terms of organizations]documents many apreemerd to%-hich Lassen Is a party or its mats
tin I===to Lcvu4 lessor may at is sole discussion obtain lansta e to protect bound;Lessee Is duly orgmtad and in good standing in the antes of Its crganizatian
Las"and Its interest in the Equipment.Leaeo agrees to pay Lessor the oll expemn and the Equipment Lamtinn;and all finamciel infbimation made available by Less:is
which Lamrincros as a result them;Including paying the periodic kmrmnce charge eaumm and p=vides,t good rep=sentsgam.of lenm's linmdoI condhioa As a
Include m ihe'by et the tea Rmml payments are duo The insurance corolla may canditionto Lessor's obggetlmshemuoder,Lnmeahall provide tenor on request with
premium paid 6y Lessor,finance charges m the premium,width
"Dom mtiaibclory vi Lessor of tham
ma,tlllee,aigoamrss,coal eutlm' of an
MY 6e,higher that the ram hard m desemtiw the Aenrsl Peymrnk backlog fan,faro paeans esmtdog trot Learn"any=fated dommtonb;opidom of eaunsd l<sseq
f"billing and cogecdog ten ioaman=Premium and related ehmger,edmiosttntive Deal such othvaatbfmc5ory dacummulion ar iMaimapan Less"mayregaeR.
fns; rod,ether Cea resulting Gam Leaee'a failure m maintain imuranca an the 1Q WNal1'aymmM,Advance Rent;,Secoriry Deposit If any omomt Included in the
EqulpmenL Lesxe admmdr�a that Lwor may keep some or oil of these irnuranco Idtal Payment is lea Nm
sit aced amaant Nat became duo,Lessen will an demand
charges,including the billing,trucking and other Fees,fimrue chmgn,commluima,or panty Lessor NedhlPvence,and mYad wit she becomes ar heldasAdvmroRmtore
reinsurance Premiums paid m LOM r"m aBslmm of Liner,and,a profit included a $comity lkpmit(m Laser
any detetWw)Advance Rmt s due and named Lora
any Oftbae thamga.LeamaBteaNatthn premium andimsvrsnco drmga asmved by LeamaorepI iheEgeipmem In satlsfmtloa oCROrns mhavo become due of the end of
Lessor are IGay m be higher Nan die are,mis Lmsce avuld pay m maintain instance the.Bau 7am4 ice inverse order of their Due Dmn;hosssve4 if any Advance Mel s
on the Equipment us agreed la this Lena Lessees elediw m obtain brswann m determined Who mfandableat mytimef"anyMason it sbdl nonetialenbe deemedm
Protect the Equipmem shall not constitute a waive of Lessm's breach of Its nerumenco have bane paid a a Security Deposit and the obligation m ubice the payment eel DO
obligations, and Lacer reserves ell DUur remd'res Provided under this Lease or Otherwise ban been wiled deemed ouNmding. Lessee hereby grmu lesser a
apWmble law. - - semuiry Inicuat in any Security Depmi%and my rights Lassen may.bare mt ing m
11.Remedies,lessor may upon a Defmlt(I)tepminWo this Lama(ii)dorle=the Advance Rent m my Equipment m nearby f"Lawee's performance of this Lease.
Stipulated Loa Value immediately dun,as liquidated damages f"Loswes lass of its Any Security Deposit is net an advance payment of Rem or a measure of Lessor's
bargain and rot as a penally(and upon Lessor's 1111 receipt of the Stipulated Lila Value densities In Cam Of DefmlL Laver may,Gam.time to hmq without prejudice to any
as a result of Lnm(s dormration under titia auction, plus all Taxes and Rem other right or remedy it may have,apply all or Part of my Security Deposit to or
outsmarting hereunder this Lase,this Lease rill terminate and Lessor will mmater to.smperm®ed obligation due by Lawn,whereupm Lana shall pay Lessor the¢roust
Learn any Equipment still In Lesscas possession,fee oflicns crated by Lessor);and se applied in order to stations the Security Deposit to its previous amount.Any Security
(iii)requite teaser to ream the Equipment to Lessor or peaccl111y repossess the Deposit Dead not be segregated Gam Lea"'s general ones and slag bar no mtemmt.
Equipment without court order and without liability far copy or damage to property. Any-Motiplied Security,DgmIt held by Lector upon expiradaa of the Term and
Learn agree so pay all Cmbns Incurred by loner in enibrolg Lessor's ri
I=m ghts against Loam's peymentofell Bens and performance atoll ofiu ether leax Obligation obeli
Equip Lessor's sole obligation ion,it m l nil"Its damegm,h that if It reposeeaa she be refunded to Lases If Lessor asigm my Seauity Deposit m an assignee a so
Equipment coder this section,s roll sell or otherwise dlsp an of the Equipment,in a assumes)cam's obligations order this Lome,the anigaee shall be solely responsible
commercially rommuble manner,mith or without oils(ben,with respect to my notice for the Moon or application tribe SecurityDepmiL
of sale required by law, 10 days'notice Is reammble1 at public or primes sale,and 17.Adjustments Isar may odjms the amoum ofmdh Renal Payment,up to IS%,if
apply the no proceeds(after dedating all costs related m the ama"other i ispmitiat ehha(a)Less"'s final<nst(uh'mh h ail emarma Lemur hen paid or may be required to
Of the,Equipmrn0 m Urs emomts that Lesma oars Lacer.The medics meld m the pay nh mmmim,with Ure puroham, detivery,md instegotiun of she Equipment,
Lime me in additlm m nil Other rigM"rcmedia nmv m hereafter existing snider this Indudmg any upgrade eel buyou'me_ )difl'em limo Lmsm'a onigimgy exported
Lease or a mwor inequity and'may be enforced concia ently and firm since m time,if cent m(b)US inte=a rsm snaps for terms comparable to the Buso Term inexmm at
Lases falls to make any poymmt m a third petty or ptrtom any other act required my Lima belusen dam of Nis Leine and the date Lector pays SappGer.f"the
hereunder,Lea"may,but nod no4 make such payment"perform such an,at the Equipmrot Lessen rook,ben o not obligated m,Purchase oed lease die Equipment If
expense of Lessor,reimbursable m Lessor an dam®d,and Lasm'a octet obeli ear 6e, Lessor's ocaul ease would bomme tom ltrmigimllY apected cost
deeored acu Orunivv uflessedafailure. 1&hRaefim=ua A pmovtaion ofNis Lenm tintts"beemnm invalid dam not afRct
12.Title;UCC.No payment of Renal Payments shag=title Latest to my equity the remainder of then prevision or Nis Lena Any aigoapue of Lessor on oc leasing ot aff m
interest in the Equipment,and Ideas a Purchase OpGan ts provided m this Lmae od tom Lease is e6uctive only if the signeae is-made 6y had m pea eel ink(but o
duly elected and performed by Lases, Lam shall an all drum be the osmer and famimge ofadocmnrntso aigmud may noneebelmbepamto nsascanned c(bu or
titleholder of She Equipment Cases will keep the Equipment free of all Item and pbmocopy)Amendments tD Nis L curet ha nt writing and signed by the parry robe
cr cumbremes other than than created by Lessor"its assigns.The polio ogre% bound.Lessor may,without notice in Lase@,based bolo this Leese a Leese Numhaor
unless this Lease Siva Lem=Ne option to pmchme all Orrin Equipment at The end of'ony ndssing bdlmsatim and correct obvious errors in ids loam.The terms of this
the Term for a price of 31,then: (a)they intend this Lease m be a operating peas; Leese may differ from other lama bmeeen the posies Tema ormclusim ere wishom
(b)by she pmia'occasion offt Lem%loam sequira no Omuship interest in the limihm- nor m of the eacoca A party's Waiver or fail= to require strict
Equipmm4 ubaiher vested at contlg=k(c)Leant's interest in the Equipment is observance oftbis Leaewgl=1 Croatian a wolves'ofany other breach crtlu MD or
limited to that of a lessee only and Lea"+dams Oil the rights of uwtter therein,and any Other provision ofgusLease or my other lease between the pads Ali wtl=s shall
(d)any Provisions in this Loan indicating to the cawaryMD Jim p=nutDnaryPurposes be given In wi lting by the party sending the notice and shall be elFmlive when received,
Only:if the Uniform Commercial Coda—leasm(Amide2A)applies m this Lease this or,if earlier,on the Gills day tiler being deposited in the US malt posmBe prepaid,or
Luria is to be considered a"Goan=lease"a that term Is dermal therein,To the extent an the and busoea day alien being accepted by a nationality mcogo=d overnight
permitted by applicable law,Lesm wuives any and ail rights and remdy s conferred delivery sonic%addressed to the party receiving the notice in is addoin shoes an the
clam a Ionic under Sectimss516-M of Article Laser may file financing front otths Lose(or to my other ddrea specified by that party by notice).This Leace
nutrients giving Public note of its interest in my goods Less"may loam to Less= will survive the Tam,and any room or mleofthe Equipment and remain to fill to=e
and any related attachments,additiw%mbsgtutions,prducts,replacements,=nmis, and effect with respect to evens or conditions occurring or existing during(m fairly
aad Proceeds(including insurance pracecdal Lessee agrees to promptly,at Loace's attributable m)the Term or Lease's pan lion of she Equipment The pales intend
aepros%deliver such other mountable decumcuns and assurtmor,and take such ones net to violate my applimhkarmy ImlWec=ccd the Moore=amwnt of time Prim
action as this Loose•Lester may request,m order m efonimly mmy our the arum and Purpose of differential m interest,m applicable pemioed m be changed m collected by applicable
Imv,and my such excess payments that would otherwise be charged or collected will
Page 3 oFd
t
0 0
Instead be applied an Renal Payments or«tanded to Lessee.In any proceeding relating I.essoy or any dealt entry initiated by lector,that 13=1 aaCCeSatal(in addition to actual i
to this Lease,a party may produce a photocopy a warmed copy of a document rather costs incurred and applicable ban charges That My seems as a must ota payment not
Than on original end such copy will have the some force m m origWL The page being timely medal Lisa may also impose an administrative.swcharge of up 5175 I
numbering of this[case may or may not include soy schedules m other attachments svhh respect to any w4fte inspection oftho Equipment it makes heretharp Lessurm75 f
hereto Lessor may Obtain credit reports from or make inquiries to credit bureaus or provide copies of This tease of documents m Infarmmioo concerning Lessee and l
other source, t it clu with m epWOprism. Lessor may impose an administrative its obligations herewtdv many current or prospective asdgtxe.aRilate;credit agency. I
Gorge p pact to MY financial insinuation given by I exam an or service provider(or other person it may seasonably,dcuxminel and none of such
information deli be considered conlidantial ofpmpriemty to Lesm The Cartes of this
Leese that precede Secdan 1 govern me:seat of this Lease to the extent of any
iaareisteaiea Tbb Lease is governed by the Interne(lam of the state In which
Lcsew Is organized. Each parry submits to the Jurisdiction of any stale or federal
mart having Jurbdletion In such stale.To the examl permitted by applicable law,
men party espresslywalves trial by jury.As beWxn an and lessor,for owner
relating to this Lease an Cho Equipment,lessor ancondhlonally and Irmraably udves
any sovereign or after irnmmhity(or claim iherefa)from the jurlsdicgnn of such coons
or against Lessor's rights minting to this Lane at Ne.Equlpmmt: The ternts end
mnditmos contained In"Lease(end any addmdum%riders,supplements,or
amendments canlemporunmosly or agar the.date bereof entered Inca)are the
endmagreemeat betty nLesseeend La rregerdlogthe Equipm L '
Page 4 ofd
s
Lessor. LenseNumber: 001
MecquedoPquipment Finonm,LLC
2285 Fmekiin Road,Sam lW Lesser City ofashRnd i
Bioomfleld BRIs,M148301 .,
- Ce0:(248)253.9000 This Schedule is a pert of the above-rerctenced Lease bcnwen Lessee and
MPCOUA� I= (248)339.1650 _ Lesoe'
Lmsft r3 that this Schedule is complath and accurate, -
Qu titY - MenuThcmrer Des=V&a
Se al No.
8 P1V4273S Atb10amr360 K[tIdKRO - -
8 Panasonic FW4311 M]Mg1R-P)Arbkmwr Rm SeedM
6 Pavamnfe FW4955RPSDW32OPIK Nbitmwp2
B Panasonic CFSVCARB2AMASY:Arbismmr360Softvw:Maiatenaoce Agmenent-(Yon 1,2,
34&5 rVPU ErMs Am 30
I fammaic CFSVCARB2WCt-Arbilramr360 Car mvella0on Tmmmg_Train the installers an up .
to vehicles inchtde imvtl
F1YOnSim Arblhamr3rA eazkeod Server,COent,Service Womb.Service Watch
3 Panasarde SOmming sel UP Ledcoaftm•••dma Arbiumor3WBE&FE Training. .
SOW needed PSA Needed.TED
8 Panascom CF-MARB2EX2Y:Arbimwr360 Extended Warranty-2 Years(Years 4 R 3)
I
Lmm has rov)mved this page.Lessee laitiots+ /
I
FWfeeneywireless
City of Ashland .
August 24, 2012
City of Ashland
Sergeant Warren Hensman
Ashland Police Department
1155 East Main
Ashland,OR 97520
Feeney Wireless
PO Box 2549
Eugene,OR 97402
(800) 683-4818
Mike Collins
mcollins @feeneywireless.com
James Means
jmeans@feeneywireless.com
Feeney Wireless Support
support@feeneywireles.com
Quote
FEENE
S S y Acct. No. Date Estimate #
4185 6/22/2012 Q48147
PO Box 2549
Eugene,OR 97402
800-683-4818
www.feeneywireless.com
Bill To Ship To
IT Joe Luiz IT Joe Luiz
Ashland Police Department Ashland Police Department
1155 east Main 1155 east Main
Ashland OR 97520 Ashland OR 97520
United States United States
ATTN: Expires Sales Rep Terms Memo FOB Ship Via
Joe Luiz 9/30/2012 Collins,Michael Net 30 Orgin Freight Free
Item# Description Qty Rate Amount
FW4273S Panasonic Arbitrator 360 ARBITRATOR KIT MK2.0 8 4,322.00 34,576.00
FW4311 Panasonic(CN258IR-P) Arbitrator Rear Seat IR 8 120.00 960.00
Camera
FW4955 RP-SDW32GPIK-PANASONIC :Arbitrator P2 8 315.00 2,520.00
32GB SDHC memory card with class 10 performance
CF-SVCARB2A... CF-SVCARB2AMA5Y: Arbitrator 360 Software 8 1,199.00 9,592.00
Maintenance Agreement- (Years 1,21 3,4, &5)per
VPU(Ends June 30)
FW4913 CF-SVCARB2ICC1 -Arbitrator 360 Car Installation 1 2,650.00 2,650.00
Training-Train the installers on up to 3 vehicles
includes travel exp.
FW On-Site FWOn-Site Arbitrator360 Backend Server,Client, 3 2,600.00 7,800.00
Service Watch, Service Watch Streaming set up and
configuration. Arbitrator360 BE&FE Training.
SOW needed PSA Needed. TBD
CF-SVCARB2E... CF-SVCARB2EX2Y. Arbitrator 360 Extended 8 429.99 3,439.92
Warranty-2 Years(Years 4&5)
Subtotal 61,537.92
Shipping Cost (Freight Free) 0.00
Total $61,537.92
THIS IS ONLY AN ESTIMATE AND DOES NOT REFLECT TOTAL COSTS THAT MAY INCLUDE SPECIAL HANDLING,SHIPPING OR OTHER SERVICE LEVEL SUPPORT
OPTIONS.WE RESERVE THE RIGHT TOADIUST THIS ESTIMATE AT TIME OF ORDER. Feeney Wireless and its affiliates,Feeney Northwest and its corporation RER Enterprises,
Inc.shall not be held resporaible for any changes or inaccuracies made in the published rate plans or promotions of any wireless service provider,or the availability of quoted
products,
computers,accessories,etc.,due to changes in manufacturer or supplier stock or discontinued items by the manufacturer or their distributors,or to any verbal or written claims
made by
manufacturer or wireless service provider about their products or services.All products and services warranties,statements,claims or adjustments made by the product manufacturer
or
wireless service providers are binding between the product manufacturer or service provider and the registered end-user of the product or service. Wireless Service coverage may
vary due
be customer equipment,radio transmission limitations,termin,human involvement,acts of nature,etc.Due to wireless coverage limitations,the transmission ofvoice and data information
may not be accessible at ali times.All claims to the performance,availability of product and service are subject to the performance of the service provider or the manufacturer
of the
pmducL All marks and claims of a product or service are the property of the equipment manufacturer or service provider. '
Macquarie Equipment Finance,U-C
A Member of the Macquarie Group of Companies
August 24, 2012
IT Joe Luiz
Ashland Police Department 0
1155 East Main MACQUARIE
Ashland, OR 97520
Macquarie Equipment Finance is pleased to present the following lease proposal for your consideration.
LESSOR: Macquarie Equipment Finance
LESSEE: Ashland Police Department
EQUIPMENT COST: $61,357.92+/- 10%
EQUIPMENT DETAIL: All items associated Feeney quote
Q48147
LEASE RATE FACTOR: $1.00 BUYOUT
Monthly Hardware
60 month: .020550
Monthly Payment: $ 1,260.91
All payments monthly in advance.
Soft costs not expected to exceed 40%of total financed amount.
DOCUMENTATION: Macquarie Lease Agreement to be utilized. Authorized Officer
to sign Lease and provide a copy of valid Drivers License
END OF TERM FLEXIBILITY: Prior to the end of the lease term and pursuant to the terms and
conditions of the Lease Agreement,Ashland Police Department
retains the option to Purchase the equipment for$1.00, Return,
or Renew the equipment listed within the lease schedule.
SWAP ADJUSTMENTS: This proposal is based on the current swap rates as of
8/23/2012. For any change above or below that fixed Floor,a
reciprocal change will be made to the lease rate factor. Upon
the receipt of a signed acceptance certificate acknowledging the
equipment has been delivered and fully installed,the lease rate
factor will remain fixed during the stated lease term.
Source: http://www.fedemlreserve.gov/releases/hl5/update/
ESTIMATED START DATE OF LEASE: October 1,2012
NET LEASE: The lease will be a net lease whereby maintenance, insurance
and taxes are the responsibility of the Lessee.
This proposal shall expire ninety(90)days from the date of this letter. If you agree with the terms and conditions outlined
herein,please sign and return'the enclosed copy of this letter and return it to my attention prior to that date.
We look forward to your favorable review of the proposal and hope your decision is to lease through Macquarie Equipment
Finance. Please understand this is a proposal only and subject to credit and investment approval by Macquarie's Executive .
Committee, acceptable equipment mix and mutually agreeable terms and conditions.
Sincerely, Agreed to&Acknowledged by:
Andrew Ellison Alex Wiederhorn By:
National Account Manager National Account Manager
(949)743-8504 (703)204-1001
Andy.EllisonCcDmacquarie.com alex.wiederhomgpmacguade.com Title:
Macquarie Equipment Finance
A Member of the Macquarie Group of Companies
P.O.Box 2743 Email:vendorcontractscMmacmuarie.com
Bloomfield Hills,MI 48303-2017 Web:macquane.comm-a f
USA 0
MACQUARIE
August 24,2012
Thank you for choosing Macquarie Equipment Finance
To facilitate a smooth lease documentation process,the enclosed package contains:
•Certificate of Insurance Request Form -
•Rental Invoice(for advance payment)
•Electronic Payment Form
•Lease Agreement with Schedule A
•Acceptance Certificate
*Please include a copy of the Signer's Drivers License when you return the signed contract*
Next Steps
As the lessee,please perform the following:
Reviemine&Sienin¢
❑Review the enclosed documents for accuracy.
o Lease Agreement:
•Read the terns of the agreement.
•Ensure it is signed by an authorized signer
o Electronic Payment Form:Complete the bank information,sign and date.
o Insurance Request Form:Send to your insurance carrier.
o Acceptance Certificate:HOLD this document until after the equipment is delivered.
Scmrnlne&Marline
o Scan the check and all documents(EXCEPT Certificate of Insurance Request Farm and
Acceptance Certificate)and:
•Email to vendorcontractsn7macguarie.com
OR
•Fax to(248)339-1650.
❑Mail die check and all documents(EXCEPT Certificate of Insurance Request Form and
Acceptance Certificate)to:
Macquarie Equipment Finance
Attn:Vendor Contracts
PO Box 2743
Bloomfield Hills,MI 48303
AFTER Eaulammt is Delivered and Acceored
cs Sign the Acceptance Certificate.
c Scan it and:
•Email to vendorcontraclsGmacguarie.com
OR
•Foe to(248)339-1650.
o Mail the original Acceptance Certificate to:
Macquarie Equipment Finance
Attn:Vendor Contracts
PO Box 2743 _
Bloomfield Hills,MI 48303
If you have any questions about this process,please contact vendorcontractsQmacguarie.com. Were excited to have you as a customer of
Macquarie Equipment Finance,a leader in providing global financial solutions,and look forward to growing our business relationship with you.
Sincerely,
Macquarie Equipment Finance
Macquarie Equipment Finance,LLC , Email:vendorcontracts(2macauarie.cmn
P.O.Box:2743 Fax:(248)-339-1650
Bloomfield Hills;MI 48303-2017 Internet:http://www.macquarie.corrJ s
24 Aug 12
0
City of Ashland MACQUARIE
1155 Fast Main
Ashland;OR 97520
CERTIFICATE OF INSURANCE REQUEST FORM
To Whom it May Concern:
Please forward this request to your Insurance Agent to issue a Certificate of Insurance for the Equipment and
Location(s)described on the attached Schedule A.
The Certificate of Insurance should indicate:
Property Damage:$64,614.82
General Liability:$1;000,000.00
Certificate Holders:Macquarie Equipment Finance,LLC
ISAOA ATIMA
2285 Franklin Road,Suite 100
P.O.Box 2743
Bloomfield Hills,MI 48303-2017
Reference: Lease Agreement No.001
Reference that: "Macquarie Equipment Finance,LLC and its assignees,as their interests may
appear,are named as Additional Insureds/Loss Payees".
Please forward the Certificate(s)of Insurance to:
Vendor Transaction Coordinator
Macquarie Equipment Finance
PO Box 2743
Bloomfield Hills,MI 48303-2017
If you have any questions regarding this request,please contact vendorcontracts amacouarie.com.
Sincerely,
Macquarie Equipment Finance
Macquarie Equipment Finance is not an authorized deposit-taking institution for the purposes of the Banking Act 1959(Commonwealth of Australia),and
ita obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542.Macquarie Bank Limited does not guarantee or
otherwise provide assurance in respect of the obligations of Macquarie Equipment Finance.
Page I of 1
Macquarie Equipment Finance,LLC Email:vendorcontractsnntacuuarie.com
P.O.Box:2743 Fax:(248)-339-1650
Bloomfield Hills,MI 48303-2017 Internet:http://ww .macquaric.com/us
0
August 24,2012 MACQUARIE
City of Ashland
1155 East Main
Ashland,OR 97520
Invoice Number:Ashland001
Rental Amount: - 51,260.91
Doc Fee: $150.00
Total Amount Due: 51,410.91
Macquarie Equipment Finance LLC is not an authorised deposit-taking institution for the purposes of the Banking Act 1959(Commonwealth of Australia),
and Macquarie Equipment Finance LLC obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542.
Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Equipment Finance LLC.
Page 1 of I
(51 Le.i vt)Re..M4112)
-LEASE AGREEMENT-
Lessor: - Lease Number: 001
Macquarie Equipment Finance,LLC Date: August 24,2012
2285 Franklin Road,Suite 100
Bloomfield Hills,MI 48302 fie„gr ro fll m bared.dFa;aga bek%:
Base Term Commencement Date: 20_
Fax:Call (248)253-9000
: (248)339-1650
Lessee!full legal name): City of Ashland
Street Address: 1155 East Main Ashland OR 97520
Equijmnent
Equipment: See Schedule A for Equipment description.
Equipment Location: Ashland Police Department 1155 East Main Ashland OR 97520
Su lien: Feeney Wireless,LLC
Base Term: Number of Purchase Rental Payment Periods/ Document Advance Security Initial
(in months) Payments: Option: Payment Due Dates: Fee: Rent: Deposit: Payment:
60 60 $1 $1,260.91 Tae Not Monthly on the First $150.00 $1,260.91 $0.00 $1,410.91
Included day of each calendar
Month
The Initial Payment,due on signing,is the Rental Payment for the first Payment Period of the Base Tenn+the Document Fee+the Advance Rent+the Security Deposit.
In addition,prorated Rent from the Delivery Date to the Base Tenn Commencement Date is payable on demand.
Signatures
Lessee has reviewed this page and the rest of this Lease. Lessor has reviewed this page and the rest of this Lease.
Lessee may not cancel or terminate this Lease except as provided herein. Lessor may not cancel or terminate this Lease except as provided herein.
City of Ashland (Lessee) Macquarie Equipment Finance,LLC Lessor
x x
Authorized Signature Authorized Signature
Print Name and Title DatL____.j Print Name and Title Date
Te
ing „ „
1. Effectiveness.This Lease becomes fully effective only when signed by Lessee and for 15 days after written notice;or Lessee is or becomes insolvent,dissolves,or assigns
Lessor or when signed by Lessee and Lessor pays for any portion of the Equipment, its assets for the benefit of its creditors,or becomes the subject of any bankruptcy or
whichever is the earlier event.Lessee should retain a copy of this Lease for its records, reorganization proceeding. "Tavel”means, except for Lessor's overall income taxes
Lessee waives notice of Lessor's signing this Lease,but Lessor will provide Lessee a and penalties, fines, and interest due to Lessor's negligence, all taxes, fees, and
photocopy or scanned copy of this Lease on request(if signed).Sections 1,7,and IS assessments of any kind, including penalties, fines, interest, license and registration
and the applicable definitions of this Lease are binding on Lessee(even if Lessor fees, electronic waste, recycling, and other environmental fees, and sales, use, and
doesn't sign it),and,as to any portion of the Initial Payment paid to Lessor,such personal property taxes(without proration),whether imposed on Lessor or Lessee or
provisions are binding on Lessor before it signs it or pays for the Equipment Until any of their affiliates, or on the Equipment, this Lease, or any related instrument,
Lessor must pay for the Equipment hereunder,Lessee is solely responsible to Supplier whether any of the foregoing amounts are assessed or arise during the Term, or
and all other persons for the Equipment, including as to payment of the Equipment thereafter and fairly attributable to the Term. "Claims" means Taxes, liabilities,
price.Any document fee paid hereunder is nonrefundable,even if Lessor does not sign damages,losses,penalties,expenses(including reasonable fixed,contingent,hourly,or
this Lease or pay for any Equipment or this Lease terminates before any Equipment is other collection agencies'and anomeys'fees and costs),claims,and actions(including
accepted; but in such events Lessor will refund any balance of the initial Payment in those based on strict liability, statute, regulation,common law,or other legal theory)
excess of any amounts that are or it reasonably anticipates may become due. relating to the operation, selection, manufacture, purchase (by Lessee or Lessor),
2. Definitions. In addition to the definitions on the first page and elsewhere in this ownership, leasing, possession, maintenance, delivery, return, or sale (by Lessor to
Lease:"Delivery Date"as to any Equipment means the date the Equipment is delivered Lessee)of the Equipment,imposed during or fairly relating to any period preceding the
to Lessee. 'Base Term Commencement Date"means the first day of the Payment expiration of the Tertm and the return of all Equipment to Lessor.
Period after the Delivery Date (or after the date Lessor receives the Acceptance 3.Warranties and Disclaimers. Lessor does not manufacture the Equipment. Lessor
Certificate if it requests one) for all Equipment. 'Initial Term" means as to any does not represent the manufacturer or Supplier(who is the supplier of the Equipment to
Equipment,unless Lessee rejects the Equipment as expressly permitted in this Lease, Lessor,but chosen by Lessee). Lessee has selected the Equipment and Supplier based
the period beginning on the Delivery Date, continuing to the Base Term upon Lessee's own judgment. Lessor leases the Equipment to Lessee(and any sale
Commencement Date,and then continuing for the Base Tem. "Tenn"means the Initial or transfer of the Equipment required to be made by Lessor hereunder is)As-IS,
Tenn and any renewals or extensions of this Lease at any time in effect,previously in Where-Is, and without warranties of merchantability or fitness for a particular
effect,or which are scheduled to come into effect as provided in this Lease or by other purpose or as to infringement or other warranties, except that Lessor warrants
written agreement of the parties (unless any such period is terminated earlier as Lessee's quiet enjoyment of the Equipment during the Term so long as no Default
expressly provided herein)."Rear"means the Rental Payments indicated on the front of occurs and,if Lessor is required to sell or transfer the Equipment to Lessee hereunder,
this Lease for each whole or partial Payment Period of the Term plus Taxes and other Lessor will warrant the absence of any liens arising by, through, or under Lessor.
amounts that become or are scheduled to become due by Lessee hereunder, "Stipulated Except for direct damages due to Lessor's material breach of this Lease, Lessor is not
Loss Value"means,as of the date for which it is being determined:the Rent then due; responsible,and Lessee will not make any claim against Lessor,regardless of cause,for
plus the present value of all Rent Payments scheduled to become due for the rest of the any damages, whether consequential,direct, special,or indirect. Neither Supplier nor
Tenn,discounted from their Due Dates at 3%per annum;plus the present value of the any salesperson,employee or agent of Supplier is Lessor's agent or has any authority to
amount that Lessee is obliged to pay or that it may optionally pay to acquire all of the speak for Lessor.or to bind Lessor in any way.Lessor assigns to Lessee,for the Term,
Equipment at the end of the Term,if this Lease expressly gives Lessee the obligation or any assignable warranties made by the manufacturer or Supplier that benefit Lessor,and
option to do so,or of the fair market value price of the Equipment otherwise,discounted Lessor agrees to enforce for the benefit of Lessee during the Term any such warranties
from the last day of Term at 3%per annum. "FMI"or'fair market value"means the that are not assignable,at Lessee's request and expense.
retail in-place value of the equipment to be valued assuming that it is in the location and 4.Supplier;Acceptance.Lessee agrees that it has been informed of Supplier's identity,
condition required under this Lease(as if it were Equipment hereunder)and that all that Lessee may have rights under any Supplier contract,and that Lessee may contact
software and services necessary for its use are readily available in the market,as such Supplier for a description of those rights.Lessee assigns to Lessor its rights under any
value is determined by the Lessor. "Default"means:Lessee fails to pay Rent within 5 Supplier contract it may have entered into,but none of Lessee's obligations. Lessor's
buinsess days of its being due;or Lessee fails to comply with this Lease or any related only obligation to Supplier is to pay for the Equipment on the conditions of this Lease
document or other agreement with Lessor and,if curable,the failure continues uncured and in the amount previously approved by Lessor.Lessee shall arrange for the delivery
Page 1 of 4
t54 L.0 (Govt)R&7/24/12)
of the Equipment to Lessee. Lessee shall inspect the Equipment immediately upon or that may be required to comply with the preceding sentence(even if there is a cost).
receipt. The Equipment is deemed irrevocably accepted by Lessee on and as of the Any alterations,additions,and replacements will become Equipment and Lessor's sole
Delivery Date for all purposes, including under this Lease and any Supplier contract, property without cost to Lessor.Except as required in this section or as permitted under
unless within 10 days of the Delivery Date(and before Lessee otherwise accepts the the loss provisions of this Lease, Lessee will make no alterations, additions, or
Equipment)Lessee by written notice to Lessor expressly rejects the Equipment Upon replacements to the Equipment. Lessee shall permit Lessor to inspect the Equipment
acceptance,Lessee shall on request of Lessor(made at any time)provide Lessor with and Lessee's applicable maintenance agreements and records at any reasonable time
signed Acceptance Certificates for the Equipment in a form requested by Lessor. (subject to Lessee's usual, reasonable security procedures). Lessee will keep the
Lessor's obligation to purchase and lease any Equipment is conditioned on Lessee's Equipment in good working order and useable,reasonably clean and cosmetically good,
acceptance thereof and Lessor's receiving an Acceptance Certificate therefor (if and in the same condition as when shipped to Lessee, reasonable wear and tear
requested).Lessor may terminate this Lease as to any Equipment that Lessor is not then excepted.Lessee is solely responsible for obtaining any software or services that may be
required hereunder to purchase and lease and that Lessee has not accepted and provided applicable to the Equipment or that it may need to use the Equipment;and Lessee shall
an Acceptance Certificate(if requested)within 90 days of the date hereof perform its obligations under this Lease regardless of the availability,failure,or quality
5. Term And Rent; Nonappropriation. Lessee agrees to lease the Equipment from of any software,services,and other non-hardware matters(even if the costs thereof are
Lessor for the Term.Lessee cannot terminate or cancel this Lease before the end of financed hereunder).At Lessor's request,Lessee will at its expense maintain in force
the Initial Term.Lessee authorizes Lessor to insert in this Lease or any Acceptance during the Tenn a standard maintenance contract with the manufacturer of the
Certificate or other related documentation the Base Tenn Commencement Date(and Equipment or another party acceptable to Lessor.
Lessor's determination of that date is conclusive in the absence of clear and convincing 7.Net Lease;Taxes.As this Lease is a net lease,Lessee will indemnify Lessor for all
evidence to the contrary),and any serial numbers or other descriptions ofthe Equipment Claims, and, to the extent Lessor so notifies Lessee, pay directly and hold Lessor
that are provided to Lessor by Lessee or Supplier. The Rental Payment for the first harmless from all Claims; provided, however, Lessee will not be liable under the
Payment Period of the Base Tenn is due when Lessee signs this Lease and is eamed foregoing for the net price of the Equipment due to Supplier after Lessor must pay
upon Lessee's acceptance ofthe Equipment as provided herein.The Rental Payment for Supplier hereunder, or to a person to the extent of person's negligence or willful
each Payment Period thereafter is due on the Due Date of that Payment Period. misconduct.As between Lessee and Lessor,unless Lessor otherwise directs in writing,
Additionally,Lessee shall,upon demand,pay prorated interim Rental Payments,on all Lessor is exclusively entitled to file for and pay personal property Taxes imposed
Equipment, for any portion of the Initial Tem preceding the Base Tenn during the Term on the Equipment(regardless of who owns it).Taxes billed with the
Commencement Date. Proration of Rental Payments hereunder, if applicable,shall be Rental Payments are due with the Rental Payment, and any other Tares are due on
made on the basis of a 360-day year of four 90-day quarters and twelve 30-day demand.At Lessor's option,Lessee will remit,along with the Rental Payments under
months.All Rent and other payments will be paid by ACH funds transfers initiated by this Lease, an amount equal to a percentage of Lessor's reasonable estimate of the
Lessor, unless otherwise demanded by Lessor (in which cases Lessee will make personal property Taxes that will be assessable against the Equipment. In addition,at
payment by financial instmment or otherwise in good funds); and Lessee agrees to Lessor's option,Lessor may include in the Rental Payment an amount for any Taxes
execute an Electronic Payment Addendum to this Lease as required by Lessor. Lessee's that may be imposed at the inception of the Lease(such as "up-front" sales or use
obligations under this Lease are absolute and unconditional and not subject to Taxes),financed at an interest rate reasonably determined by Lessor,and,if it is stated
abatement,offset,counterclaim,notice,or any defense whatsoever,arising under on the first page of this Lease that the Rental Payment includes sales tax,the sales or
this Lease or otherwise,or arising against Lessor or its assigns, Supplier or the use taxes included are only estimates and subject to adjustment by Lessor based on
manufacturer of the Equipment,or any other person.However,the foregoing does actual Tax amounts,as Lessor may advise Lessee from time to time by invoice or other
not limit Lessee's enforcement of any rights it may have against Lessor in a separate writing. Lessee will remain obligated for any deficiency, if such amounts are
action at law for damages. If Lessee does not pay any Rent when due, Lessor may insufficient to fully reimburse Lessor the actual amount of such Taxes,and any surplus
impose late charges of up to the greater of$25 or 10%of the delinquent amount plus, will be either credited to Lessee's other obligations to Lessor or returned to Lessee.
for all Rent or other amounts remaining unpaid for more than one month, 18% per Lessor may impose a tax administration fee(which it may bill as part of the underlying
annum (but Lessor may not impose more than the maximum lawful amount of late Tax)of up to 5%of Taxes. If requested,Lessee agrees to file promptly on behalf of
charges). Lessor all requested Tax terms and reports concerning the Equipment in form
f Lessee notifies Lessor at the time Lessee executes this Lease that leases with satisfactory to Lessor,with all appropriate governmental agencies and to mail a copy to
Lessee are generally subject to moneys being duly appropriated,then the following will Lessor concurrently with the filing thereof. If an individual Tax-related liability or
apply: (a) as of the date Lessee enters into this Lease, Lessee affirms its present payment in question under this section is less than$1,000 Lessor may,and on Lessee's
intention to continue this Lease for its entire scheduled term and to pay all amounts request it will, certify the amount and existence of the liability to Lessee, and such
relating hereto,and to the extent permitted by law,to do all things lawfully within its certification shall be conclusive evidence thereof(without Lessor having to provide
power to obtain and maintain funds from which the Rental Payments and all other other evidence).
amounts due hereunder may be made,including allocating in its budget request for each 8.End-of-Term Options.Lessee may exercise one and only one of the following end-
fiscal year during the Term all amounts anticipated to become due in such fiscal year, of-Tenn options by giving Lessor written notice of the election at least 90 days before
and also including using its best efforts and all reasonable and lawful means available to the end of the Term and duly performing the elected option by the end of the Term:
secure the appropriation such amounts;(b)the parties acknowledge that appropriation (a)Lessee may elect to return not less than all of the Equipment to Lessor so as to be
for such amounts is a governmental function which Lessee cannot contractually commit received by Lessor by the last day of the Term,or(b)if a Purchase Option is provided
itself in advance to perform and that this Lease does not constitute such a commitment, in this Lease,Lessee may elect to purchase not less than all of the Equipment on the last
however, Lessee reasonably believes that moneys sufficient to pay such amounts can day of the Tenn for the specified Purchase Option price whereupon,on the last day of
and will lawfully be appropriated and made available to permit Lessees continued use the Term,if such price and all Taxes and other Rents have been paid and no Default has
of the Equipment in the performance of its essential functions during the term of this occurred Lessor will sell the Equipment to Lessee, or(c)Lessee may elect any other
Lease;(c)if Lessee fails to appropriate sufficient moneys in any fiscal year for Rental end-of-Term option that may be stated herein. If Lessee does not give Lessor such a
Payments or other amounts due under this Lease,and if other funds are not available for written election notice or if Lessee does not duly perform the elected option, the
such payments,then Lessee shall give Lessor notice and written evidence of the non- election notice, if given, will terminate and the Term will automatically renew for
appropriation at least 60 days before the end of the then current fiscal year or,if the successive one-month renewal terms until Lessee gives a written election notice and
non-appropriation has not occurred by then, immediately upon the occurrence of the performs the end-of-Tenn option it duly elects therein.During any such renewal terms
non-appropriation, in which case, on the last day of the fiscal year for which the amount of each Rental Payment will remain the same(or become the average Rental
appropriations have been made,this Lease and the Term hereof shall terminate(without Payment in effect during the previously applicable portion of the Term—whether it be
penalty or fee to Lessee) and Lessee shall return all of the Equipment to Lessor in the Base Term or a renewal tern—if Rental Payments were not constant for each
accordance with Section 16 on or before that date;and(d)Lessee shall nonetheless and Payment Period of such portion of the Term), and the other terms of this Lease will
in all events be required to pay all Rental Payments and other amounts due or to become remain the same.If Lessee performs an end-of-Tenn option elected duly by it before the
due under this Lease for which moneys shall have been appropriated or are otherwise last day of the Tem,Lessee's obligations under this Lease,including for the payment of
available,and,for the avoidance ofdoubt,and as provided in Section 25 for any period Rent,shall nonetheless continue through the scheduled end ofthe Tenn,
in which Lessee fails to return the Equipment as required above. 9.Risk of Loss.Lessee shall bear all risk of loss(including by way of theft,destruction,
6. Covenants. Lessee will keep the Equipment at the Equipment Location (except damage,governmental requisition or taking,or otherwise)to the Equipment at all times
mobile Equipment intended for travel may be temporarily moved if it remains domiciled until the Equipment is returned to Lessor hereunder.No such loss shall condition,limit,
at the Equipment Location). Lessee shall use the Equipment only for its business or affect Lessee's obligation to pay Rent. In the event of a loss with respect to any
operations,only for the purposes for which it was designed,and only in compliance Equipment,Lessee shall either:(a)place such Equipment in good repair,condition,and
with all applicable manufacturer operating standards and insurance requirements. working order,(b)replace such Equipment with equipment of the same manufacturer,
Lessee shall comply with all laws applicable to this Lease,the Equipment,or Lessee, year, make, model, and accessories in good repair, condition and working order, or
including maintaining all required insurance and obtaining all governmental (c)pay Lessor the Stipulated Loss Value.If Lessee elects a repair or replacement under
permissions necessary for it to so comply (or that may be required of Lessor in so subsections (a) or (b) above and the repair or replacement is for any reason not
complying),and including occupational safety and employment laws and laws relating completed within 30 days of the loss,Lessee shall thereupon be deemed to have elected
to hazardous materials and the environment, and also including any licenses for to pay the Stipulated Loss Value under subsection(c)above.Upon Lessor's receipt of
Lessee's business operations or operation of the Equipment Lessee shall make all the Stipulated Loss Value under this section,along with all Taxes and other Rents due
alterations or additions to the Equipment that may be required(and supplied at no cost hereunder,this Lease shall terminate and Lessor shall transfer the Equipment to Lessee.'
or under a maintenance agreement)by the manufacturer or other maintenance provider
Page 2 of 4
XS4 Less (G;10 Fee MVI2)
10. Insurance. Lessee shall keep in effect an "all risk" extended coverage property 13.Assignment Lessor may, with or without notifying Lessee, and with or without
insurance policy covering the Equipment for its full replacement value. Lessee shall delegating any of Lessor's obligations hereunder,in whole or in part assign this Lease
also tarty a comprehensive general liability insurance policy. Such policies shall be in or transfer the Equipment.Lessee agrees any assignments or transfers by Lessor will
form, amount, and with insurers reasonably acceptable to Lessor. The property not materially change Lessee's obligations hereunder.Lessee may not assign this
insurance policy shall name Lessor and its assigns as loss payee and the general liability Lease or transfer or sublease the Equipment,in whole or in part. Subject to the
insurance policy shall name Lessor and its assigns as additional insureds.Each policy foregoing,this Lease binds and benefits the parties'successors and assigns.
shall provide: (a)for no less than 30 days prior written notice of cancellation or non- 14.Equipment Return.Whenever Lessee must or may return Equipment hereunder,it
renewal to Lessor,and(b)that such policy shall not be invalidated as against Lessor or will deinstall,properly pack,transport,and deliver the Equipment to Lessor by the date
its assigns for the violation of any term of the policy by Lessee.Lessee appoints Lessor required at a place in the continental United States Lessor specifies.When received by
as Lessee's agent to request required insurance coverage make claims, receive Lessor,the Equipment shall be: useable and in good working order;reasonably clean
payments, and sign and endorse all documents, checks, drafts or other instruments and cosmetically good; in the same condition as when shipped to Lessee, reasonable
necessary or advisable to secure payments due under any policy contemplated hereby. wear and tear excepted; free of password protection, application programs, data,
The foregoing shall not relieve Lessee from its obligations to procure the insurance consumables, and, if applicable, fuel, chemicals, wastes, or toxic, hazardous, or
policies required herein, to make timely insurance claims and to otherwise cooperate dangerous materials not originally included by the manufacturer as part of the
/ with insurance carriers and Lessor in seeking insurance coverage and recoveries in Equipment; and, except for personal computers, at the manufacturer's current
connection with the Equipment Proceeds from any general liability policy shall be engineering change level, and certified by the manufacturer as eligible for its
made payable first on behalf of the Lessor to the extent of its liability, if any. All maintenance contract, if generally available,at then prevailing rates,without the need
policies of insurance carried by Lessee,whether primary or excess,shall be primary as for Lessor to incur any repair,rehabilitation,or certification expense.
to any policies maintained by Lessor(and Lessee has no right to the benefit of any 15.Representations.Lessee represents:this Lease is duly authorized and executed by
insurance maintained by Lessor generally,and not specifically obtained in connection Lessee and is its valid, binding, and enforceable obligation; neither this Lease nor
with the Equipment or this Lease under this section). If Lessee fails to maintain the Lessee's performance hereof will result in any breach or default under Lessee's
insurance required hereunder,or provide satisfactory proof of the existence and terms of organizational documents or any agreement to which Lessee is a parry or its assets
the insurance to Lessor, Lessor may at its sole discretion obtain insurance to protect bound;Lessee is duly organized and or good standing in the states of its organization
Lessor and its interest in the Equipment.Lessee agrees to pay Lessor for all expenses and the Equipment Location;and all financial information made available by Lessee is
which Lessor incurs as a result thereof,including paying the periodic insurance charges accurate and provides a good representation of Lessee's financial condition. As a
as requested by Lessor at the time Rental Payments are due.The insurance charge may condition to Lessor's obligations hereunder,Lessee shall provide Lessor on request with
include the insurance premium paid by Lessor;finance charges on the premium,which evidence satisfactory to Lessor of the names, titles, signatures, and authority of any
may be higher than the rate used to determine the Rental Payment; tracking fees; fees persons executing this Lease or any related documents,opinions of counsel to Lessee,
for billing and collecting the insurance premium and related charges; administrative and such other satisfactory documentation or information Lessor may request.
fees; and, other fees resulting from Lessee's failure to maintain insurance on the 16.Initial Payment;Advance Rent•,Security Deposit If any amount included in the
Equipment.Lessee acknowledges that Lessor may keep some or all of these insurance Initial Payment is less than the actual amount that becomes due,Lessee will on demand
charges,including the billing,tracking and other fees,finance charges,commissions,or pay Lessor the difference,and any excess will be refunded or held as Advance Rent or a
reinsurance premiums paid to Lessor or an affiliate of Lessor,and,a profit included in Security Deposit (as Lessor may determine). Advance Rent is due and eamed when
any of these charges.Lessee agrees that the premium and insurance charges assessed by Lessee accepts the Equipment in satisfaction of Rents to have become due at the end of
Lessor are likely to be higher than the amounts Lessee would pay to maintain insurance the Base Tern, in inverse order of their Due Dates;however,if any Advance Rent is
on the Equipment as agreed in this Lease. Lessor's election to obtain insurance to determined to be refundable at any time for any reason it shall nonetheless be deemed to
protect the Equipment shall not constitute a waiver of Lessee's breach of its insurance have been paid as a Security Deposit,and the obligation to which the payment would
obligations, and Lessor reserves all other remedies provided under this Lease or otherwise have been applied deemed outstanding. Lessee hereby grants Lessor a
applicable law. security interest in any Security Deposit,and any rights Lessee may have relating to
11. Remedies. Lessor may upon a Default: (i)terminate this Lease; (ii)declare the Advance Rent or any Equipment,as security for Lessee's performance of this Lease.
Stipulated Loss Value immediately due,as liquidated damages for Lessor's loss of its Any Security Deposit is not an advance payment of Rent or a measure of Lessor's
bargain and not as a penalty(and upon Lessor's full receipt of the Stipulated Loss Value damages in case of Default Lessor may, from time to time, without prejudice to any
as a result of Lessor's declaration under this section, plus all Taxes and Rent other right or remedy it may have, apply all or part of any Security Deposit to an
outstanding hereunder this Lease,this Lease will terminate and Lessor will transfer to unperformed obligation due by Lessee,whereupon Lessee shall pav Lessor the amount
Lessee any Equipment still in Lessee's possession,free of liens created by Lessor);and so applied in order to restore the Security Deposit to its previous amount.Any Security
(iii)require Lessee to return the Equipment to Lessor or peacefully repossess the Deposit need not be segregated from Lessor's general assets and shall bear no interest.
Equipment without court order and without liability for entry or damage to property. Any unapplied Security Deposit held by Lessor upon expiration of the Terra and
Lessee agrees to pay all Claims incurred by Lessor in enforcing Lessor's rights against Lessee's payment of all Rent and performance of all of its other Lease obligations shall
Lessee. Lessors sole obligation to mitigate its damages is that if it repossesses the be refunded to Lessee. If Lessor assigns any Security Deposit to an assignee who
Equipment under this section, it will sell or otherwise dispose of the Equipment, in a assumes Lessor's obligations under this Lease,the assignee shall be solely responsible
commercially reasonable manner,with or without notice(but,with respect to any notice for the return or application of the Security Deposit.
of sale required by law, 10 days' notice is reasonable),at public or private sale, and 17.Adjustments.Lessor may adjust the amount of each Rental Payment,up to IS%y if
apply the net proceeds(after deducting all costs related to the sale or other disposition either(a)Lessor's final cost(which is all amounts Lessor has paid or may be required to
of the Equipment)to the amounts that Lessee owes Lessor.The remedies stated in this pay in connection with the purchase, delivery and installation of the Equipment,
Lease are in addition to all other rights or remedies now or hereafter existing under this including any upgrade and buyout amounts)differs from Lessors originally expected
Lease or at law or in equity and may be enforced concurrently and from time to time.if' cost,or(b)US interest rate swaps,for terms comparable to the Base Tern increase at
Lessee fails to make any payment to a third parry or perform any other act required any time between the date of this Lease and the date Lessor pays Supplier for the
hereunder, Lessor may,but need not, make such payment or perform such act at the Equipment Lessor may,but is not obligated to, purchase and lease the Equipment if
expense of Lessee,reimbursable to Lessor on demand,and Lessor's action shall not be Lessor's actual cost would be more than its originally expected cost.
deemed a cure or waiver of Lessee's failure. - IS.Miscellaneous.A provision of this Lease that is or becomes invalid does not affect
12. Title; UCC. No payment of Rental Payments shall entitle Lessee to any equity the remainder of that provision or this Lease.Any signature of Lessor on or relating to
interest in the Equipment,and unless a Purchase Option is provided in this Lease and this Lease is effective only if the signature is made by hand in pen and ink (but a
duly elected and performed by Lessee, Lessor shall at all times be the owner and facsimile of a document so signed may nonetheless be transmitted as a scanned copy or
titleholder of the Equipment. Lessee will keep the Equipment free of all liens and photocopy).Amendments to this Lease must be in writing and signed by the parry to be
encumbrances other than those created by Lessor or its assigns. The parties agree, bound.Lessor may,without notice to Lessee,insert into this Lease a Lease Number or
unless this Lease gives Lessee the option to purchase all of the Equipment at the end of any missing information and correct obvious errors in this Lease. The terms of this
the Tern for a price of$I,that: (a)they intend this Lease to be an operating lease; Lease may differ from other leases between the parties.Terms of inclusion are without
(b)by the parties'execution of this Lease,Lessee acquires no ownership interest in the limitation. Time is of the essence. A parry's waiver or failure to require strict
Equipment, whether vested or contingent; (c)Lessee's interest in the Equipment is observance of this Lease will not constitute a waiver of any other breach of the same or
limited to that of a lessee only and Lessor retains all the rights of owner therein;and any other provision of this Lease or any other lease between the parties.All notices shall
(d)any provisions in this Lease indicating to the contrary are for precautionary purposes be given in writing by the parry sending the notice and shall be effective when received,
only. If the Uniform Commercial Code—Leases(Article 2A)applies to this Lease,this or,if earlier,on the fifth day after being deposited in the US mail,postage prepaid,or
Lease is to be considered a"finance lease"as that term is defined therein.To the extent on the next business day after being accepted by a nationally recognized overnight
permitted by applicable law, Lessee waives any and all rights and remedies conferred delivery service,addressed to the parry receiving the notice at its address shown on the
upon a lessee under Sections 516-522 of Article 2A. Lessor may file financing front of this Lease(or to any other address specified by that party by notice).This Lease
statements giving public notice of its interest in any goods Lessor may lease to Lessee will survive the Tenn,and any return or sale of the Equipment,and remain in full force
and any related attachments, additions, substitutions, products, replacements, rentals, and effect, with respect to events or conditions occurring or existing during(or fairly
and proceeds (including insurance proceeds). Lessee agrees to promptly, at Lessee's attributable to)the Term or Lessee's possession of the Equipment.The parties intend
expense,deliver such other reasonable documents and assurances,and take such further not to violate any applicable usury laws or to exceed the maximum amount of time price
action as Lessor may request,in order to effectively carry out the intent and purpose of differential or interest,as applicable,permitted to be charged or collected by applicable
this Lease, law,and any such excess payments that would otherwise be charged or collected will
Page 3 of 4
K
1$4 U. GDH)Rd,72VI2)
instead be applied to Rental Payments or refunded to Lessee.In any proceeding relating Lessor,or any debit entry initiated by Lessor,that is not successful(in addition to actual
to this Lease,a party may produce a photocopy or scanned copy of a document rather costs incurred and applicable late charges that may accrue as a result of a payment not
than an original and such copy will have the same force as an original. The page being timely made). Lessor may also impose an administrative surcharge of up$175
numbering of this Lease may or may not include any schedules or other attachments with respect to any on-site inspection of the Equipment it makes hereunder.Lessor may
hereto. Lessor may obtain credit reports from or make inquiries to credit bureaus or provide copies of this Lease or related documents or information concerning Lessee and
other sources as it determines appropriate. Lessor may impose an administrative its obligations hereunder to any current or prospective assignee,affiliate,credit agency,
surcharge of up to $50 with respect to any financial instrument given by Lessee to or service provider(or other person it may reasonably determine), and none of such
information shall be considered confidential or proprietary to Lessee.The terms of this
Lease that precede Section 1 govern the rest of this Lease to the extent of any
inconsistencies. This Lease is governed by the internal laws of the state in which
Lessee is organized. Each party submits to the jurisdiction of any state or federal
court having jurisdiction in such state.To the extent permitted by applicable law,
each party expressly waives trial by jury.As between Lessee and Lessor,for matters
relating to this Lease or the Equipment,Lessee unconditionally and irrevocably waives
any sovereign or other immunity(or claim therefor)from the jurisdiction of such courts
or against Lessor's rights relating to this Lease or the Equipment. The terms and
conditions contained in this Lose(and any addendum, riders, supplements,or
amendments contemporaneously or after the date hereof entered into) are the
entire agreement between Lessee and Lessor regarding the Equipment
Page 4 of 4
1 0
Lessor: Lease Number. 001
Macquarie Equipment Finance,LLC
2285 Franklin Road,Suite 100 Lessee: City ofAshland
0 Bloomfield Hills,MI 48302
This Schedule is a part ofthe above-referenced Lease between Lessee and
Fax: (248)3 339 39-1650
MACQUARIE all:(248) -9000 Lessor.
F
Lessee agrees that this Schedule is complete and accurate.
Discripthirf
Quantity Manufacturer Description Serial No.
8 Panasonic FW4273S Arbitrator 360 Kit MKI2.0
8 Panasonic FW4311(CN258IR-P)Arbitrator Rear Seat lR
8 Panasonic FW4955 RP-SDW32GPI K:Arbitrator P2
8 Panasonic CF-SVCAR62AMASY:Arbitrator 360 Software Maintenance Agreemen t-(Years 1,2,
3 4,&5)Eer VPU(Ends June 30
1 Panasonic CF-SVCARB2ICCI-Arbitrator 360 Car Installation Training-Train the installers on up
to 3 vehicles includes travel ex ,
FWOn-Site Arbitrator-360 Backend Server,Client,Service Watch,Service Watch
3 Panasonic Streaming set up and configuration.Arbitmtof360 BE&FE Training.
SOW needed PSA Needed.TBD
8 Panasonic CF-SVCARB2EX2Y:Arbitrator 360 Extended Warranty-2Years(Years 4&5)
e
Lessee has reviewed this page.Lessee initials x
(S4 Elm nic Payment Rt¢7/10/12)
Lessor: Lease Number: 001
Macquarie Equipment Finance,LLC
2285 Franklin Road,Suite 100 Lessee: City of Ashland
Bloomfield Hills,MI 48302
Bank Account: Bank:
Call:(248)253-9000
0 Fax: (248)339-1650 Address:
Account No.:
MACQU RIE
Routing Number:
This Electronic Payment Addendum is a part of the above-referenced Lease between
Lessee and Lessor.
1
Lessee authorizes Lessor to initiate debit entries to the Bank Account for any amounts due under this Lease. Lessee represents and warrants that it has authorized the foregoing
with Bank,it will provide a copy of the authorization to Lessor on request,and the Bank Account information is correct Lessee shall not revoke such authorization without
Lessor's prior consent unless,at least 60 days before revocation Lessee provides a similar authorization satisfactory to Lessor for a different bank account(which shall then be
the Bank Account). Lessor shall use its best efforts to make all debit entries to the Bank Account only after invoicing Lessee,and not before the payment due date. Lessor will
not impose late charges hereunder directly resulting from its timing of direct debit entries. If Lessor's ability to complete direct debit entries is terminated for any reason
(regardless of whether or not any such termination is a breach hereof),and with respect to all amounts for which Lessor has not elected to initiate debit entries to the Bank
Account,Lessee will make payment by financial instrument or otherwise in good funds. With respect to any debit entry initiated by Lessor that is not successful,Lessor may
periodically initiate additional debit entries until the underlying obligation is satisfied.
Without limiting the foregoing,Lessor presently intends to initiate debit entries to the Bank Account under this Lease for
® Rental Payments(including applicable sales/use taxes)
® Personal Property Taxes
Lessee: Lessor.
City of Ashland Macquarie Equipment Finance,LLC
x x
Authorized Signature Date Authorized Signature Date
Print Name and Title - Print Name and Tide
Lessor: Lease Number: 001
Macquarie Equipment Finance,LLC Lessee: City of Ashland
2285 Franklin Road,Suite 100
Bloomfield Hills,MI 48302
MacWARiE Call,(248)253-9000
Fax: (248)339-1650
L Lessee hereby certifies to Lessor that all of the Equipment described in the above-referenced Lease between Lessee and Lessor has been received and inspected by Lessee
at the Equipment Location identified in the Lease,and all such Equipment is fully installed and operational.
2. Lessee irrevocably accepts ofall of the Equipment for all purposes,including under the Lease and any Supplier contract or other related documents.
3. Lessee hereby restates and reaffirms each ofthe representations and covenants given to Lessor in the Lease,and further represents that event or condition has occurred that
constitutes a Default under the Lease,or that with notice or the lapse of time or both would constitute a Default.
Lessee: Cityof Ashland
Authorized Signature
Print Name and Title Delivery Date
lasseemhrlln ifDlank
�j /�/y Page 1 /1
CITY OF CITY RECD 1J 9
.1W ASHLAND DATE PO NUMBER/�
20 E MAIN ST. 9/21/2012 11192
ASHLAND, OR 97520
(541)488-5300
VENDOR: 017273 SHIP TO: City of Ashland -Police Dept.
MEF US HOLDINGS INC 1155 E MAIN STREET
2285 FRANKLIN ROAD ASHLAND, OR 97520
PO BOX 2017
BLOOMFIELD HILLS, MI 48303-2017
FOB Point: Req.No.:
Terms: Net Dept.: "-
Req.Del.Date: Contact: Gail Rosenberq - ' -
Speciallnst: Confirming? No
Quantity Unit - Description - Unit Price Ext.Price
1.00 MO Panasonic Arbitrators 1,410.91 1,410.91
(New) Equipment Lease Aqreement
PO issued for balance of FY 13- 7
Months
Payment 1 -$1,410.91
7.00 MO Pavments 2 77 1,260.91 8,826.37
_ SUBTOTAL 10 237.28
BILL TO:Account Payable TAXI 0.00
20 EAST MAIN ST FREIGHT 1 0.00
541-552-2010 TOTALI 10,237.28
ASHLAND, OR 97520
Account Number = Project Number Amount _ Account Number Project Number .'`: Amount
E 110.06.12.00.60140 10 237.28
Autho dSignat re VENDOR COPY
I ' FORM #3 CITY OF
ASHLAND
REQUISITION Date of request:
Required date for delivery:
Vendor Name Mani aria l7ptipmAnt Finoorp 11 G.
Address,City,State,Zip 285 Franklin Rd SOP.100 FlInomlipld Hillq MI 48309
Contact Name&Telephone Number
Fax Number Andy Flliunm 948 Pr�l 9000 (cell)646 61144199
948 339A 650
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption:
❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
F-1 Small Procurement Cooperative Procurement
Less than$5,000 Proposal (Copies on file) ❑ Slate of Oregon
,;2 E] R!equestforProp
❑ Direct Award E] Request by Council:— Contract It
s'� ❑ Stale of Washington
❑ VerbaliViritten quote(s);or p�rolpo'sal�'tEtj"'
Intermediate Procurement ❑ Sole Source Contract#
GOODS&SERVICES ❑ Applicable Form(96,13,7 or 8) ❑ Other government agency contract
$5,000 to$100,000 ❑ Written quote or proposal attached Agency
0 (3)Written quotes attached ❑ Form#4, Personal Services$5K to$75K Contract
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to$75,00 [J ❑Form 99,Request for Approval El Agency
❑ Less than$35,000,by direct appointment ❑ Written quote or proposal attached Dale original contract approved by Council:
❑ (3)Written proposals attached Date approved by Council:— (Date)
❑ Form#41, Personal Services$5K to$75K Valid until: —(Date)
Description of SERVICES. Total Cost
Item Al Quantity Unit Description of MATERIALS Unit Price Total Cost
Arbitrator-Description as attached $61,537.92
Document Fee 150.00
Interest—5 year 14,116.68
TOTAL c6st
❑ Per attached quotelproposal $75,8
Project Number Account Number 110.06.12.00.601400
Account Number -——-——-——-—————— Account Number -——- -—-——-——————
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
i
g tPhs requist n n f I ce ify that the City's public contracting requirements have been satisfied.
Employee Signature: Department Head Signature: ._:D� /1
Y—'tic.L.
(Equal tQzf gy6after than$5,000)
Additional signatures pl icable):
Funds appropriated fycuprent fiscal year:
Finance Director-(Equal to orgreate6dn$5,000) Lialu
Comments:
Form#3-Requisition