HomeMy WebLinkAbout2013-254 Agrmt - MEF US Holdings
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Lessen. 1,eete Nomhep Atli s
r 1'acoUadrEgnipmdnfi6mre, LLC Delft Aigltil 3120)3 '
qr d 2383 FranwaRoad,Saiia ]uU
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tdAGr75k5Rfs Ca (e48) 253-90M
rr-- fsa. 1?46)739-1650
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59 Ern Alan ]shit ad UB 1588
EaafomeRh Smsehtd~e.ifiv.FCatpmmtrkmdmlati `L 411`Y .a - !
'.£IPdnmret ii-atl¢'n:' .5sh6gai Pals D~eseiat~si]155Ed sY 1 A_W arE DR 975M
SUmtHek T _ F 511rsIm6Ii.C' - -
HaseTasmt Nhmheraf I phl^.boeo Reatrtl Pdyrae tPgrfddrl t`acnmm! , ds once Seradly IpI1WI
(m monJts) PaymeuL~ I Option ( Pnymr¢r Dpe DaLx ei7t sRenh Detsosif. ImeU,it
drt 65 t 51 Sf}6U.eY TaY Me! :lltunhlY oaths&rst §ls'Q.AD Sf,760.41 y~ Saw 1 5111091
inluded da}nf~c eNo{. J I
the (mllpi t'a}pteol; uggn slyiiny; lallle t2enbl Paymegt forptF•1'ast pa}it7tnl Pado3AFL!a BSSaTeln ttlm AdumtenlFsE.':F dw Adyalld Rem+•dro3c riEy:➢eposli..
f-K" G~,~rt, 1¢eddNmi momted gevtfiom hel7ollueryl}ataso the HasoTerm Cnmrdcaamentihdef9p~sble®datlanQ. - -
I.esssShaKrav3en
or ihnPa an geenltancielpocto n le¢e Irss'd'rfiAS rt`vloµglthirpaga aid taaltut'ubs ls+ue:
Le~~may ldl oaural mrlerhPl6thSnLeeee esC~ple proYfded LernPn Lhsmrmgynpi cdpcFY prte(rptga(a WgLeoeeimyit espsasWcdherel¢. J
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L FrettWrgcsa Tids Love bpvmdifulrxll Ws onty 3aligr bled Isj''Letsea Intl fur 15 d
WbsulSa, ur tuvt9s '
Lessor or ¢fian signed by Lsssyq mtd l.esam MT 6orp dap-049 "vrmrn nonce of itmea is arbecanxs hepatic,
cry. purtton ot'Ihe Egulrynmt, its assets for do bcriefit of its sseditcrs, or becomes the sublet[ of aq henkmptry or
nldcfierei-ls the carilc'r scent Lnzea should iduia es:ppy ofthr CeaSa for,ssrergrdt reorg®tradon pr®.;edlp®,•Ptics'I-mraud,e:t<ept far LevoPS avandl' itcome sobs'
Letsea calves noti[aof I.e,,ors signing this ]Lease, barLinse, ",,U Prgyld¢Lesse o . and pmnldes, Vmm, and Interim due IQ 1,eevW3 negligence, PI I ms; irs; am
phetncdpymmsntieW copy aftlds Lease onrrxrylat (Ifslgiled)9estto¢s f,"aed I8 assat¢nenfs of any kly,.sendiaS Mhes,Imes, inhap(, license and'tegistsat[pp
and the applicable definflime of star Leine mre binding on Ldsee (sled if lessor fm,, electromc' ptpto, riy -dhrg, and other cnrllwarnho fee; aryl soh; in P; ad
doem'tslgn H),nod, atb nay Organ Or the lnhlnl Pdginenl paW to Lassan: inch personal prbpnly turns (u,likogt fmronlbnx ghet}s6hopsct a?.rssarar lssscq or
Larovsioas asatifglWgtln'Ceror hehitalf signs 0w paysyor theE'gqglttuiesd;lJniil rosy af]helraliglm^s,manta Egdprnent, dtt?' Legsq or any related. Yn¢nimrnt;
ix-varimtst pay fm th0 EgWpptam)rercudilErt Iedied is.eouty.rujioodbletu Supit1w wadtter otsy of t9c fategbing amounts me asscved or dtmdimingd. Tat. Or
a
and oR v41er prisms Far Rte EgWpmp hicudiag ites topaymont a'Ibd Eitb)meal thereaWr and MIrly atmbbnrble to IWS Tcla. ^Clettreii° Iaeucs Tw~rs; llgbiiltj Prim Any 0mvenl fWpaid
fieremdaris A'mvcflmdalilp even iftesardais slotsiga dsmagif'Ioae; anattin,esjseasei(bgludmgriaso'naNa IL5Wl, enat(ngmt.hm6ty;ar
dda_Less; Rrpey' for any t gvlwtpt or W& Lease: Irnninatir ilUg mlY Equipment m alhcr col(rrlion aselmia'artdsst[gme~a fwl and tags),cl npd eutom (mdoding
arprpledY Gm in stsrU eernis Lesor still raRrnd aq bmomr; of dlo W IW Payamnt in throe hosed:on ivies[ Ilat)ihly srgolatian. Contsdon taw'. ar e+5zrItit t7seory)
Miss OTQW, ImoAnC dMi4ms orR mmopoblyonhctpaay may,tlwomedue. rctgting m 140 "operelwn .ze(eppaa;: mpanlgcafn,,pphlnlm 16y
Lessen or iczwr),
?a FkDa?dasm N addidgp m rho defmlNpm, on the frst pogo and etsmllime in INS punership. levuhtg, possession, maimenagrt delivery, parent or sole (by Lessor to
7;cns'Deltsep rMre!'gs to myEgwprdenfmono tlm&ustimkggipmiid is AehMI Les:w)ql iha Ediipnsgt, unpnsN dorm,gar@Ay MbiloB to.ai9'P<dal Ptytrdiagi5a -
taLe.'m")lose Trrm Caclmellermem DCf~.n¢ans.`timfirst. Ifni or the P;Dmumt errim{ian orthe Term and theictpm ofalt Egmpztygl talss9t
ptddd after Lfia Da Leery Dphs (or ape[ the dolo Lessor reccvecs Jge A;acptarrn 3 Raermtiai sad Disclaimers 7epsor does nor malsafailura the Equipntent,iesar
CEr?IRcata d' It lcgnests pm.) (br all Egmpprcnt fnfuld TrMF rpCans'9s la mry r,oeenglrepnsentthe m?npfaclrlrcr oc5uppiter(}ifiq is the sot>plACruC;id Eggjpmem{$
EquiPmust who Wins-re;e"s the Eyfupmerd ov espreyely p,umn tied hi this Leases ] e,egr, but cimem 65' Leven(, Lessee h® selected the 7Egpipotent soul Supplier based
stns period taelinnmg on bin DrlivetY lAttq romus¢ing t¢ to t19se Term noun Lessees mrs judgincnt.. Lessor lgues the Equipment ni L"sses (and my aide
Calamu rnellDo%Ardthan comindiag far the Ban Taim.•7enn°mcatrsihatnhial or trmiAmr of the Equlimits trequired to be made by. Lever he(cuuder rs) AS-6s
Tarot unit my renemels w extcasinos of thin l:aaso at any sinic LngInw, in,"usiy in SYbere•rq and without ,arivodes or nterelinntobllity or fitness far a particular
efTeey..oI vilikh'am khedgied to come lnla.effed arp-ovidolbs it is Lbaie:as by miser purpose Or.m•to)nfringememur alien ivafrant(p, esre(d tiveA_issgr xarrarin:
sssm(ep' a°de6dmt of the "mass (unicv Any such Ixdad. is 0.linimakd caUr as LcsseaY dote[ mi)o}lpeld of lh¢ FAulpmial"during the Tenn so long ss no Default
rxprsuit}; pmyidcd.htt£a2 "Rrrt], means the Rental Pallneri'S indicated W rid t}Sm of txcurs and;if Lticsar id regubed m utl of ham R r the Equipment to Lessm'haremdeG
dtia',Leme'fot yech"xhpteur patLal Payftentfvt4.bfdseomplusom waster iu'vor mill"larlant tho'ab4mce of my like; adsing by, tlumA dc under Lrs= t
amosmm that becmmr oeme sahedu cdtq become duchy Lristehaedvdu. `SSlgulafed E-=ul far direst damdgesduo to Leanr'e.matenot tsrcibh arils Lease; ixs'sor'is at
Lair Yafna"memo, mofrhe dam fur Hidrhit:s.being dcterrttids=i; the Rem then tlutr, rasppmekilnd trims nifi not make As4rchals against lessor, regardless ofoatsq for
plro die ptrsent 5rdne ofalfRrnt I'eymrms schrdul"y to become due for therest of the any,damages, Nhether emnrqum M, dimtL 5(aceid, ar it "a" mNeithc Sdpphfr Out
Rrmdeamtmed from their fine Digs us M r5 oanpm;.pluithe pr<Seni-.talus pfthp aIq•sNrspeRpn, msplugc; or altanofSuppl)eris leism'sagmt btliasex{adhoritylo -
.mand that 'lmwcsaldiged to pay WhatilmayppNpngilypay to acquire all of 01 speak the Lessor in to bhed Lessor inaay, day. Lessprmsigm to ls:sseo,fnr the Terra,
kgqamspatent at the cad orlheTtekL if that Lease expressly gives lessee the ahl)gaden m nrry assignnhle5vgremies made bt'themanufgcmmwSiryplfet disth;nrtitLesson and
optianto do sit or a, the fair marketvdin:jaicaoftteEquipmcntothrmac, discmentM Leswragren fq rntre2e for theboletit o('.Cdice dur:pglLe Tegn any sack f"meantiss•
Dom the last day of Term ai 31'nper o®um..°Fl or fclrniarakH inbir" moms the thatprenmavigrwb!ht(Lesme sregarst aqd erPense. " '
wndiQcs¢
under pmmt to b v weve sumionistlRvindis)aiatian and J. SeppllertArrepte¢cr•Lsce otpres dtgtnhwbmecnhsfurmed oFSppplicr'sidettoryidenz rgqubsdvd sole[ this Le.se (as i
f it ¢rre Egumsneot F.ereun"kr);uiit th L a:I that lessee may have righmesunder any. Supplier contract, nod thin La im may conch
softnarc and RrOc:s aecasaty fur its mg arc readily asailublo in the mprket,.af much Suppiknn desrription at those lights; Lessees assigns to Lessor its rights aader any
t'a]ue A determined by tha Lasso[. "Default" manse Want fors to pay RentMus s Supplfn contract n may, hnve entered into, but ncnumt Lustre', ebligotfom. Lessor's
bWnsesss"lajs of as being dad, W tessee,fags to damply i,iib this Lease or any schlhd only oblieaiioa in 34pplfer is m pay for the Egmpment on theannd;ions afthif lease
dobluntnidr other trocemtht "siih Lesor trod, if cutable, the failiua c6 'inlfe7sS"uhtured aaaG the amaum pr"^bus;q approved by L essor Lczs?e shad smnge for dsc delivery
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)'age l of4 A~l~'Qt~iM
ZG=CCJJ ~J31 i~
S;gnatRre
Date
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(t5t [erns tCats)aew tei/ia) I I
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CC 1110 Equipment to Less;e, Lessee abaft inspect the Equipment immediately upon or that may be required m comply with the preceding scmuca (even if them is a cast),
receipt. The. Equipment is deemed [reversibly accepted by Leaves, on and as of the Any alterations, additions, and rcplacetnmt wig become Equipment rased Lessor's sole !
Delivery Data for all parposes, including wider this Lean and my Supplier contras property without castor Lesson Except as required in this section or as prnm!ad under
unless within 10 days of the Delivery Dam (and before Lessee otherwise accepts the the loss provisions of Nis Lease Lm m will make ao alterntians, addition% or
Equipment) Lessee by written notice. to Lessor expressly mjecb the Equipment Upon replsccen=t to the EgWpmml Lessee shall permit Lessor to inspect the Equipment
acceptance lessee sbali on request of lesser. (mado at any time) provide Lienor with and Leseda applicable maintenance agreements and records at my reasonable time
signed Acceptance Cutifiates for the Equipment in a.form requested by Lessor. (subJcct to Lessee's usual reasonable a ecariry•pmttdurm),_ Lism will keep the
Lessor's obligation to purchase and been any Equipment is conditioned on Lessee's Equlpm=t in goad siwliag order and useable, remsuabiy cleansed cosmetically good, i
acceptance thereof and Lessees receiving an Acceptance Cutifimm therefor (if and in the me condition as when shippd to Lance, mercsuble tasr and test
requested). Lessormaybunaiaam rats Lessons many Equipment thatlssms not then attceptd LIs Widyiesponsible, ferobwining any sogwmc or services that may be
required hereunder to purchase and lease and that Lessee bar not accepted and provided applicable to the Equipment at that it may need to use the Equipment; Cad Lessee shall
'
I
an Acceptance Certificate (ifirquestd) wfNia90 days ofthe date hereof Purim its obligations under ibis Lease regardless oftho availability; failure, or quality
5. Tern, And Rent.' Nonnpproprlalion. Less agrees to Issue Ne Equipment fren of=y sagwnm, srrvlces, and other eoa-haidesm matters (even Jfthe costs thermfere
Lessor for the Teem Lessee caonat iusuicaw or =set this Learn before the cad of fm=ere hereunder} At Lessees teryr. t, Lessee wgl at its oryensu maintain in Irma'
the Ialitel'Term, Lessee av~orlrs Learn to insect In Nis Lease or any Acceptance awing Ne Tem a standard rwintea9ace contract with' the amadcctu+u of the
CuHHam ar other related documentation the Baca Term, Committeeman Data (and Equipment manothupmty plabie m Lesor-
aae
Lesar's detum!raHOn of thatdam is conclmsrva inthe absrnca ofelear endeomyweing 7. Hat Lease. Tess. As this Lease i a,eel Icas
e, Lessee ssig indemnify Lessor An all
evldesuewthaconnaryy, end any serial nembrn atother desciptlonroFNa Equipment Chiang and, to the dent Lessor netifine Leaeeo pny dhecLLy and Mid Lessor
that am provided to Lessor by Lessee Or Supplier. The Rental Payment for the lint harass gam all Claims;. proud a = Msweer, Learns will eat ba IiCble under the
Payment Period of the Hasa Tams is duo Mfan Lessee aiges this Lana and is eared foregaas for the sun Pedro of Ne Equipment due m SIV it r after Lessor must ley
upon Lessee'sacceplanceaf.he Equipmantas provide herein ThoRrnml Primal fm Suppgu hereande, as m fl peas or the extent of peon'; negligence or witlfal
each Payment Period thereafter Is due on the Due Dam of that Payment Perid miscarecta As 6eM-Lessee and Laso,unlessLaver athcririee dines In writing,
Additioangy, Lessee shell, upon demand, pay Plowed Interim Rental Payments, tai all 1-es3ay is avclusivvly satins m,ids far and pay pssoaal pmperry Taus imposed.
EquipmeM for soy portion of the initial Tam placating the. Base . Term awing Ne Term su tha Equpment (mgard!ass of svha mvna itZ Tea3 blgd.Mlh Na .
Commencement Dote Promtlou of Rend Payment hereunde, if applicable, shall be Rend Payments mx.......................... due ilh the Rental Payment, end any mber.Tavs we duo oa
made on the basis of a 360-day year of four 90-day quarters and twelve 30-dry demand At Lewes option, less= will remlL.along wide the Rental Payments under
- mombsAll Real and Other payments will be paid by ACH Ro-lds transfers hdSclod by thin Leona, an aomi nt equal to a pereentow,of Lessons' reasonable cslimme of Ne
Lessor, unless otherwise demanded by Lessor (In which cars Lessen will hole personal property Tiou s that-will be anesablo against the Equipment In addition, at
payment by financial instrument or otherwise in good funds); aid Lessen agrees to Lessee; option, Lessor may include In the Rental payment an amount for any Tears .
eeeruw an ElectioniaPaymem Addendum to this Lunm required by Lower. Lease's than may be. imposed at the inception of the Lease inch m'Lp.5ont"mlea or use i
obligations under this Leash are absolute and uncenditional and not suhject to Taxes), financed at an interest rate masanably determined by Lasser, and, Wit Is smtd
abatement, offsf, eamterctalm, notice, ar any Mersa whatmevu; arising under on the fast page ofrhb Lease that the Remwl Payment includes mils ors, Ne seta or
this Les or,otherwhe or arising agatost Lesser or it enigma, Supplier or the use Units include' am only estimates and subject td adjustment by Lessor based en
manufacturer of the Equipment, or any other person. However. the foregoing does actual Tax amount, as li sor may advise Lmm.from time to time by invoice anodise
not limit Lessee's enforcement of any tights It may have against Lessor In a separate writing. Lessee will remain obligated for my defcienry !
action at lave far damages if Lessee dos not R may h, . !f such manuals one
pay any Rent when m tsar and belst er Ile tad mimburs: to Les tiro actual mount such n and
i
impose lam charges of up to [ha framer of 325 or ID% cribs delinquent amount plus, will ill be either credited to Lessee's other obligations to.l Lesser in rammed to Lessee.
for ail Rent in other amount remaining unpaid far mom than-ace: month, Ig% per Lusnrmay Impose a tax adminfteswaw fee (wi !ch It mpy bill s9 prt afNe underlying
osuum (but Lessor may not Mpam mom close the maximum[ lawful amount of Into Tax) of up to 5%ofThxea If rcqusred, Lessen Climes to Bede ptmaply on behaif of
chargs). Lassen all mqustd.Tmc raw= and reports concerning Na Equipment in fans t
f Lessee sledges Lessor at the time Lesee execats this Lease that leareswith satisfactory in Lessor, vdth Oil appropriate governmental agencies and to mail a copy to
Lessee am generally subject to moneys being duly appropriated, then gee fbilawiog will Lasser =nnurmndy with the filing therrnL V an individual Tax-related liability or
apply; (a) as of the data I== enters late this Luse, Lessee afmt Its present payment in question under tab section t less than $1,000 Lessor may, and m Lessor's
Internet w continua this Lose for ism entire. scheduled mom and to pay all amounts request it will, certify the metal and cedstence of the Habgily to Lessee, and ends j
relating hmew, Cad to tire sectors pemiad by Img to do all things lewf illy within its ccnifiation $bell be conclusive evidence thereof (without Lessur having to provide
power to obtain and maintain finds from which the Rental Payment and all other oNUevidence).. .
amount due humorist may bemadr,including allocating in its budget request for each g.End-atTerns Optlom Lessee may'evemie. one and only one Often fdliowingimd- !
final year during the Term all winners anticipated to,become duo in such fiscal year. of-Tern options by giving Lessor written notice of ft clecdm at least 90 days before
and she including using its best effort and all teasombie and lawful aware available to the cud of the Tem and duly performing the elected option by the end of the Tem; i
secure the appropriation such emaant; (b) Na penis acknmwiedge that epprop dstion (a) I== may elect to memo not less than all of the Equipment 0 Lesser so as to be !
. I
fm such amount is a governmental thnc[iml which Less= consul contmcmnllycommit received by Lessor byChe.inst tiny of the Tem, ar (b)ifa)?mehsa on is provided
itself In advance to perform and that db Lease does not constitute such a mmmiumm, In NisLema, lessre may elect mpumhnse no{less then all ofthe Equlpmentontheimt t
however. Losses, masaobly believs lint moneys sufficient to pay each amounts can day oCNe Tests fm Na specified Pumhse Option price sdleieupon, on the last day of
and will lunially be appropdated and cede avm-Ieble to permit Lucas continued ass NeTerm, 7Lsuca pdceand ail Tavel onil oNerAemsarvx been poldadDo Default has
of the Equipment Jr. the performance of its esuntlel fractions during the tam of this occmed Lessor trill erg Ne Equipment m Lessee, m (c) Lssea nmy elect any other
Lease; (c) ifTessee fails to eppropdom sufckat moneys in any fiscal year fur Rentl end-of-Tem bpf!an the[ may be smtd Iumin If Irssae dos has giver Leszar such e j
Payments orutheromounts dal under this Lemov, and lfotbufcads out not available for wriaea elution notice ar if Lessee doe not duly perform Na eland option, the
such paynmmst then Lessea shall give Lessor notice and written evidence of the ran-, election andm, if givrq vwli teminaw ad Ne Term vfig gmamatlaRy screw for
appropriation at Imst 60 days before the end of the time cameat fiscal year or, if the successive ono-month rcnmml terms until Lamce gives a ndneo election notice and
non-appropriation has not Occurred by then, immediately upon the occurrence of the performs ihaend-of-7emi option h dely nicer. Nemin During any such renewed terms
non-appmpdatim, in which cases on the lot day of the fiscal year for xfilca Navmornu afeach Rental Payment will remain mcsame(or becametaeaverage Rrnmi
appropriations have been made, this Lase and ft Term Imeofshall terminate(widoul Payraemfonine during the previously appllcahlepaticn oftheTeml-wImhu it be
penalty or fee to Lessee) ad.Lesee shall crown nil of the Equipment to Lcesor In tho Base Turn or a renewal tens-if' Rsnwt Paymet were not eoustrrn for each
acCorhmce with Section 16 on or before chat date, and (d) Lento shag nonetheless and Payment Period of such part of the Tem), and the other terms of this Lease will i
in all events be required to pay all Rental Payments and utheramount due or to become remain the serum IfLesseaperform; an end-ofTual option elected duly by it before the
due under this Leine for Hitch moneys shall have been upproprieted or am otherwise last dayof thoTurn pea's abligotions.uderthis Leese, Including far the payment of
available.sed, for the avoidmic, ofdaubl, and as provide in Section 25 for any period Rent shall nonetheless continue through the scheduled end oftheTurn.
in which Lesea fails in= in the Equipment w required above- 9. RtskofLoa, LSSceshnll bass all risk oflnss(including by wayoftteft, desamtioa, t
6. Covenants, lessee will keep the Equipment at the Equipment LocmJim (except damages governmental seyuisition or taking, or otherwise) to the E-quipmut at all times
mobile Equipment intended for travel may be temporarily moved Wit remains domiciled until the Equipment stemmed to Lamrhemurder. No such Ions shall condition, limit,
at the Equipment Locative). Lessee shall use the Equipment Only for its business or affect lessee's obligation to pay Rent In the avant of a loss with mspecl to any
ops efloas, only for the purpose for wbich it was designed, and only in compliance Equipment, Lasses shall either. (a) plum such Equipment in god repair, condition, and
with all applicable m=uNCumr operating contents and insmaoce rrqulemcats srorkirg order, (b) replace such Equipment with equiparrit of the same mamufesuo e,
Lessee shall =reply with all lens applicable to this Lease, the Equipment, or Lasses, year. make, mdeL and musearies In good repair, condition and mrkwg ordrs. or t
Including maintaining all require insurance and obtaining an govemmrmal (c) pay Lessor the Stipulate Los; Value, it Lessee circle a repair or mplurinent Urdu
permilamm necessary for it to so comply (or that may be required of Lesser in an subsections (a) or (b) above and the repair or mplacement is for any reason not
complying), and including ottvpational safety and employment laws and Jews relating Completed within 30days aftho loss, Losses shall thereupon be deemed to have elected
to luvrtdous materials ad' die environment, and also including any finesses fm to pay the Stipulated Loa Value under subsection (c) above. Upon Lessees receipt of
Lasser business operations or apaotian of the Equipment Lessee shall make all the Stipulated Loss Voice under this section, along with all Tues and other Rents due
almations or addidom to the Equipment that may be required (and supplied at no cost hemande, this Laueslut terminate and Lessor shall transfer the Equipment to Lessee.
or under a mamlenonca agreement) by the msnufacmrer or other maintenance provider
Page l ofd
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t-t leuetrn,q Rtv.'fnaar) .
10. Tsurance. Larsen shall keep in effect an "nil risk" conceded coverage prmPerry 13. AssigommL Lesser may, with or svithow ratifying Lessee, and nith or wiihaut
insumnee policy covering the Equipment for its full replacement value Lessm shall delegating coy of Lessor's obligations hcmndc, In n3mle or in put assign this Leaoo
also carry a comprehensive general flabUlty Insurance policy. Such polleles shall be in or transfertheEgulpmeot Lessee agronomy asslgoinovts or translareby LesmrvO
fors, tam oun4 and With insurers reasonably acceptable to Lessor, The property not materially. change Lesgaels.abgga6ona herrsmder. Lessee may not assign the .
Insurance policy sling namelksmrand its assigns as less payee and the general. lability Lease or transfer or anblease The Equipment, Iv whale or to part. Subject to the
Insurance policy shel --ame Lasser and [in assigns as addili oral insureds. Each policy Catagoing, ii La tsebinds and benefrts the paniae sectt.ao„ and assigns,
shall provide: (a) for no Jev than 30 days priar-nriturt nation of constellation nr am- la. Equipment Retire. Whenever Lessee. must or may rearm Equipment hereunder, it .
renenal to Lesser, and (b) Not such policy shall slat be invalidated as against Lessor ar tall deinstalL property pack, transport; and deliver the.Egnipenent to Lessor by the data
its Maras For the violation of any, rem of the policy by Larne Lessee appoints Lessor required at a plats in the commend United States Lessor specifies. When received by
u Lesses's agent to request required instance coverage; mat- claims, receive lessor, the Equipment shall be: useable and. n goad nork!ng order, reasonably claim
paymeam, and sign and endorse all documem; ebwla, draft or other Instruments and cosmetically good; In the sane condition .fl.uiu t shipped an Lessee; masamble
necessary or advisable to secure payments due under soy policy contemplated herby, near and tear excepted; rrm of passsmrd protectlory application programs, dam,
The foregoing shall rest relieve Lesmp room its obligations in proms the insurance wicaur abler; and, if applicable, fled, chemicals; stash,' or toxic,-hawdass, or
policies required herein, to males timely Insurance ashes and in atherweo cooperate. dangemus mmtcn~ds not originally included by, the antrufacmter, in part of the
with insurance carriers and Lessor In seeking Insurance coverage and recoverip in Equ'grmern, and, axeepl for prmonal' camputem, at the manuPomustr's : mmxnt
connection with the Equipmcm. Prameds rose any general liability policy slid] be. rnglnmring' change lerc, and cenined by tlrc _manufanm" as eligible fm its
made payable fast on behalf of the Lessor to the w eot of its liability, If any, All moita+anre conhasi, if gencragy avai!eb!e, m dmn.prevailing rata, without the need
policies of hssurmaca®treed by Lessor, nhether primary or ezess, shag be primary as fvrLesmrtotnem anycxpah,reltahilitatioq men union ax arse.
to any policies mammined by Lesser (and Lasses has na right to the 6rnaft of any !4. Represeamtlons Lasses reprasenty this lapse re duly mdmriied and e:ecotcd by
insurance mamIn!ned by Lessor Basically, and not specifically obtained In coaneLthm Lesson and is ins valbinding; and enFarcpble obligation nafher the Lease nor
rith the Equipment or this Lease under this section). If lessm falls to maintain the ].ason'e prfonance hcamf will moult in evy breach ae default under Lessees
inummuce required barannder, orprovide setisfictaryproofofthe existence and terms of oigneimfaaU dncommts or any a_Eeeemart to nin(ch Lessor ts a. party or its wets
the ms ranm to Lessor, Lester may at its sole dhcretiuo obtain insurance [a pmteet bound; Less' Is duly organiad mad to goad standing I. Ne states of Its argnri!zztion
lessor and its interest in the Equipment Lessor agrees in pay Lesser for all experts and the Equipment LTUp and al financial Ivfanotlon made avalabIa Lee is
which Lessor incurs as a rendt there iC Including paying the periodic insurance charges aarraas and pro 'id. a good rep ncrearlion of loam's CurancWI condition. As a
as requested by Lasser at don lima Reeml Payments are due. Thu insurance chugamey condilontb Lessor's o5ligaUanshe2uadey Lesson sbnl ptyvida I.estStan ra(a=,with
Include this insurance premium paid by Leto , ]nature changes m Na"Premium, naich evldenra antiefactory an Y.sssor or the names, thin e, aippaturos, mad native riry of may
may be b!gha them the rate used to determine, the Rental Payment; Insulting L'ss; rose. pusore rceculing Nu Leam or any relazed document; opiruara of oauttsel m Lasso,
far filling and milecinig the issuance premium and relate charges; administrative and ouchothasatkfacmrydouunenmlan orinforaatioa Lessmmayrequm
less; and, aNm fns resulting fame Lessees fall= to maintain Insurance on the 16. LOW Payment, Advance Rent; Smartly Depas16 Unity amount Included in the
Equipment Lessee eclvatdedges Nat lessor may keep some or all of these insurance Initial Payment is less than the actual unmeant that become due. Lessee iMan demand
charges, including the bliling, necking end other Fee, finance claw, commissions, or pay Lessor Acdilfcnrce, and myacross wIle regarded at held as Advance Rent ora
reinsurance premiums paid to Lesser or an affiliate of Lmsm, end, a pmft includedin Security Deposit (as Lessor may detamire} Advance RefitLsAue and earned Wicn
any of these charges. Lose agrees that Na premium and fnmmnco charges assayed by Lassen attempts the Equipment In sadsfactlai of Rents to have become due at the and of
Lessor ma Mostly IS be Ldgherthan the =sale listen vwuid pay to maintain insurance the Bane Tema; in inverse orate, of their Due Dain;.ho etc c, if any Advance Ran is
on the Equipment as agreed in this Lear Lessees election to obtain insmmre to dclermined to be refundable of nay time fm any rmmn it shall nonetheless bedeemcd to
protect the Equipment shall not constitute a waiver of Lesses's breach of its Cmo mhco have been paid as a S ecoriry
Dctmri4 and than pbligutian m nisich Ne Payment ovuld
obligations, and Lessor reserves all . other remedies provided undo this Lease or athmvix have bent applied deemed oamtmding. L.s,: hrnhy greens Lessor a
aPplmblelaw. aeandty Interest in any Smuriry Ikpos14 and Say as
Lessee may. Mee mletlni in
11. Remedies, Lessor may upon a Default (0 Weaken; tine Later (ii)dcclm that Advance Rem ar any Fquipiece es seaviry fir Less or's ped'emanee of this Leese.
Stipulnteii Loos Value iramMietcly duq an liquidated dartrogu for Lessors loss of its Any Sorer" Deposit is nor an advance payment of Rem or a meamre or Cartons
Mrgeinandaotasa penmry(undapam Lessor's ftUreceipt at'tha Slipmated Loss Value deranges la rose afDefoult Lessor may,imm.tlme.m time, without prejudice to say
as a result of Lessees declaration order Nis section, plus all Taxes and Rent other tight to remedy it apply ell or port of any Sreuriry Deposit to an
mayMug
outstanding hereunder this Leasq this tease pill terminate and Lessor will transfer to unperformed oblgatlan. due by Lases, vd!eraupm lesson shad pay Lessorthe arriamrt
Leseeany Equ!pmentstil iv Lessmapas¢stiaq free ofliens created Dy Lessor);and so applkd I. order to restore the Security Deposit to ins previous amount. Any Security
(iii) require Lesm to rdum the Equipment to Lessor or pe.ccNgy rs:posse~a Na Depositamdnath segzgoted form Lessmr's general moms and shell 6esrno m4"rat
Equipment without court order and without liability for navy or damage to property. A.ny uouppiled Security Deposit bald by Lamar upon expiration of the Term and
Lessor agrees to pay ell Claims Incurred by Lessor In entering Lesson's rights against Lessor's payment ofall Rent and Perfomance ofa] arias other Lrse obligatims shall
Lessee. Lesser's sole obltgallan to miUgme In damages is that if It reposseaa the be refrmded to Lessee. if Lessor assigns any Security Deposit to an vssigmm Crbn I
Equipment undo teals simian, ] ml) sell or olheraisa dispose oF.Ne Equipmen4 in a assume Lessor's earn Nora order Nis Iaesa,.Ne assignee sha(l,ba sully responsible
commecislly reasonable master, pith or without Smtre(bu4 vvida respect to any notice for dna rear more licatian of the SecmiryDepnsit
of sale required by law, 10 da)s' notice Is masomblal at public or private sale, and 17. A en
apply the net pmcer3s (aft deducting all mush related to the aria m other d'mposidor elNu[a) I.essmi s Lnol cost(whreh is all amounte Lesser has pai rrmyix
dludmanL¢ arm"' adjust Ne aniauntofeach Renal Paym, up to 15Yy if
d or required to
of the Equipment) to the amounts that Leese ono Laser. Ile remedtu stated In this pay to conese".n with the purchase, delivery and Invuiilation
of the EAuipmen,
Lease ore in addition to all aflar rights or remedla mss or hezsfar existing under the Including any uPgrads and boyautamaurm) dgfms Chan Lessor's a'aJally ail-fed
Lease arat low at in equity aidaiii be inducted canonically and nom time to time. If ens, m {b) DS interest taro maps for tames mmparnbja IoNe BI= increase at
Lessor fails to utN;e any payment to e third tarty' or Worse Say other act required any time betnzan the dam of this Lanese and the data at pry- Supplier fm the
haeunda, Lessor may, but recd no, make suds payment or perform such am at the Equipmeat. lessa may, bra is not obligate,! to, purehnse wd Ipso the Equipment if
expense of Lessee, reimbursabla to Lessor an cleansed, mid Lssor'a action shall hot be Lessees acmal east nn old' be ream darn IS, d inul
donmede coca arnnivaoFlessm'sfa]um. ° B Yespactmdeost
HIL ild scurn'm A provlsian of Nis Lcare elm t, or hoc ne' invalid does net affect
ti Title;UCC No payment of Rental Payments shall Verde Laser to any equity the mriamder ofNnt prevision or this Leass, Any signshne of Lessor on ant relating to
interns in th` Equipment and unless a Purchase Option is provided in this Lease and the Lease is cftestive, only if the signature Is made by hand in pan and ink t a
duty elected and perfoned by Lessor, Lesson shall at all than be die orvner and facsimile ofa domrmrnt so signed may nonetheless be immerged as a scanned rnn
titleholder of the Equipment Losses will keep the Equipment five of all glens and photocopy). Amendments to this Lease most barn writing and signed by Ebb party m be
encumbrances other than there created by Lessor or its assigns. The Partin egnxe bound. Lester may, without notice to lessor, insert into this Lease a Lam Nassau or
unless this Lease given Lasses the option to purchase all of theEquipment at the end of any missing information and corm abvtous mom In Nis Iran, The terms of this
the Ten Cars prim SCSI, elm: (a) terry intend this Lease to bean operating lease; Lease may d!fe that other Issues b:hseen the partie-. Terns of inclusion arc tviNam
(b) by the pam(u' cseeutlan of this Lesss, Lessee acquires no owruship interest in the limitation Tune is of the =act A party's waiver or Caiimo to require strict
Equipme,Stether vested or contingent; CV) Lessor's interest in the Equipment is observance of this Lease%vM not constitute a n9iver of any other batch of the same or
limited to that are lessee only and lessor remiss all ft rights of wmalhemim; and mtyuthcrpmsvi°n ofthisLmeorney oNerleasabehrean themrtles Al notitas shall
(d) any provisions in the LeueirNipringtothe contrary mafmpseputiSnary purposes be given msvriting by Na party sending Ne Hutton and shall he e}fecttve when received,
only If the Unifom Commercial Code-Leases (Article2A) apples to thlt Leas; this o, if ealiey an Ne Lfh dry afar Laing depnsiad as the US map, postage prepaid or
lease into be considered a "Rtmnce ileum" as that teem is defined thaeia To the cstrnt on tfie nand bumas day alter befog adapted by a naliomely recognized oversight
permitted by applicable Invr, Lessee mites a'ry, and all rights and remedies conferred delivery service; addressed to Ne patty receiving Ne notice m its address Shona an the
upon a lased under Sections 516.522 of Article 2A: Lessor may file financing Cmnt afthislease{mmany other address
speri]ed a
by that party by rdon}. ThisLaa2
statemmm giving pubic notice of its Interest in any goods Lessee may law to Lessor rill survive the Tam, and airy reruns ar ark nethe Equipmm4 and remain In trill lama
and any Hated attachments additions, substiations, product;. replac<mentq renmis, and e6ct ni[h eapmt in events or eanditiovs Sucation ar misting du
ring Car fairly
and proceeds (Including hatimnm proceedsl Lessen agrees to the EqutpmtnL The parties intend
promptly, at Lessor's anrihee T his to) Ne Tam or Irssm's pmsession of
expense, deliver such other reasonable documents and assurances, and take such limber not to viahes any applimhle uury lansor to oxeed Nemadmum amount oftime➢dm
action w is Learn or army request, In omcr m efftn[yety cony out Ne miens end purpose of dilleremiel of imtaresr, u appl:b perarlaed to bs charged m coles[ed 6y applicable
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th
lase, end any arch excess payments due Would oNendse be charged or coliemed w ill
Page 3 of6
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LSa L~„etrmnaev.vnaix) - ' _ ~ I
Instead be applied to RmWl Payments or reMded to Lessee, In my proceeding relating Lessor, or any debit entry Meted by lessor, that is not sucussfal(n addition to actual
- to this Lease, a Party May produce o photocopy or scanned copy of a document rather costs incurred and applicable late charges that may aroma as o result of a payment not
than on original and such copy will have the tame force as an. arigiuol The page being timely made). Lessor may also impose an administrative surcharge of up $175 .
numbering of this Cease may or may not include any schedules or other attachments svith aspect to any oa-sjte inspection Mile Equipment it makes hereunder, Lessor my
hereto. Lessor may obtain credit reports from or make inquillm to credit humans or provide copies ofdda Lease or related documents m Information ronceminglessm and
other sources m is determines eppmpriate. Lessor may impose an administrative its abllgations hereunder to any curmm or ros ive amiggee, aEE!1ra?, crdltagenc;
surcharge of up to `5J with respect to say financial instrument given by Lessee to or service provider (or other erson it may.ressmably. `determine), and none of such I
information. sball be eomjdered confidential or proprietary to Lessee. The tcnm of this
Learn then precede Section p govern the.ml or-thbr Leaso to the cadent of my
ircomissm!es Ills Lessee to governed by the Internal lawn of the stale Igwhicb
Leseelsorgealud. Each party submit to the jurisdiction army stale or federal
court having jur)sdictim In such stale. To the extent' permitted by applicable low,
each part' orl rem(y.mirm trial hyjary. As belneen Leah and Lessor, foi maters.
relating to this Lase or the Equlpmcn4 Loam unconditionally and Irrevocably s:alvei
any sovereign orotherimmunity (or claim therefor)fram the judedictim ofsuch court
or against Lmsees rights rciming to this Lease or the Equipment The terms and I
roadldone contained fa this Le re (end myaddmduui% rldere, supplements, or
amendments conlemimraaenuely or after the daL hereof entered into) am the
more agreement hehmea lessee and lessor regarding the Equipment
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Page 4 of3
Lessor. Lease Number: 001
MacquarioEquipmenl Finance, LLC
2285 Franklin Road, Saito le0 Le.¢ea: City ofAshland -
Bloamfleld Mlis,Ms48303
v This Schedule is a pan of the obove-referenced Lease bo&vomLessee and,
Cali:(248)253.9DOD Lessor:
htACCtin6~ l;ar; (248)339.1650
Lesseav s that this Schedule !scam
lna andaccumie
Quamiry I )ALM rer DesmWort 8 panesea)s FV4273SArblM1mS VJtMKnO Srdal NO.
8 ponasanic FV4311(CN258la-P) ArbitretorRmrSol)A
' 8 F~nsnic FV4953PFSDV32GP1K:AruttrurP2 -
8 Paacoard CF-SVCAa-tB~AMASY: Actrimter 3605oftcare Mo"+uPens:ce Agrcemcna (Ywm 1, 2, .
3 4 @.5) rVPll E:eSM030
I Part?son~l CFSVCA_R82R:C1•ArblDator360 Cer le~lledan Tadnlvg-T!cin the irstnltem on up .
tai vehic]es iaakda Oevel .
FVUt-SileAlb;bmar36D BackendServe, Client, Serviee7Vatch,Service Watch -
3 Panasenle Slmamloa set up endcvfeguratian. AtbitratorMO BE&FE Trau=btg
SOtV ncedcd PSA Needed.TBD
.8 Panomaie GFSVCAR82EMY: Arhitmem360 EKtadedWouealy-2 Year (Ye;a 4~5)
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Lessee has reviemcd this page Lessee initials +
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feeneywireless
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City of Ashland.
August 24, 2012
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City of Ashland
Sergeant Warren Hensman j
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Ashland Police Department '
1155 East Main
Ashland, OR 97520
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Feeney Wheless !
.PO Box 2549
Eugene, OR 97402 -
(800) 683-4818 -
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Mike Collins
mcol[ins@feenel~wireless.com
James Means r
j means @feeneywireless-com
Feeney Wireless Support
support@feeneywireles.com -
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CITY OF
~o #2 ASHLAND
REQUEST FOR QUOTATION - GOODS AND MATERIALS
INTERMEDIATE PROCUREMENT
Release date: 08/17/12
Requested by:
Sergeant Warren Hensman
City of Ashland Police Department
Tel: 541.552.2118
Fax: 541.488.5351
TTY: 800.735.2900
Email: hensmawaashland.ovus
Quotes are due by: 3:00pm, Friday, August 24, 2012
Complete delivery required by: Within 3-4 Weeks ARO (after receipt of order)
Delivery Address/Contact Name: 1155 Eastmain Street, Ashland, Oregon 97520 /Sergeant Warren Hensman
Preferred method of shipment: FOB Ashland - Freight Prepaid
Quotes may be faxed, emailed or hand delivered. Vendors shall submit their quotes on company letterhead. Informal email
quotes and/or late quotes will not be accepted. Tetras or discounts which are conditioned upon payment within a certain
time will not be considered for purposes of comparison of quotes.
"OR EQUAL": Any brand name listed in the specifications as "or equal" or "or equivalent" shall establish the minimum requirements for quality, utility,
durability, function, purpose, etc. Other product brands maybe offered that are equal to or better dean the product brand name. Bidder may show cost
differences, altemates and options in the space provided in fire quote. This clause is not meant to be restrictive, but to set the minimum standard THE
CITY SHALL DETERMINE, IN ITS SOLE DISCRETION, WHETHER A PRODUCT OFFERED IS "EQUAL." When the designation is "or equal" or
"equivalent" City shall make its decision after Bid Closing.
All Pricing Must Be Held Firm For 30 Days
DESCRIPTION QUANTITY
Item#I - Panasonic Arbitrator 360 ARBITRATOR KIT MK2.0 8
Item#2 - Panasonic (CN258IR-P) Arbitrator Rear Seat FR Camera 8
Item43 - RP-SDW32GPIK - PANASONIC: Arbitrator P2 32GB SDHC memory 8
card with class 10 performance
Item94 - CF-SVCARB2AMA5Y: Arbitrator 360 SW Maintenance Agreement-5Y 8
Item#5 - CF-SVCARB2ICCI - Arbitrator 360 Car Installation Training - (Up to 3
vehicles to include travel expenses) 1
Item96 - FWOn-Site Arbitrator360 Backend Server, Client, Service Watch, Service
Watch Streaming set up and configuration. Arbitrator' )60 BE & FE Training. SOW g
needed PSA Needed. TBD
Form #2 - Intermediate Procurement, Request for Quotation/Goods & Materials, Page 1 of 2, 8/17/2012
Item#7 - CF-SVCARB2EX2Y: Arbitrator 360 Extended Warranty - 2 Years (Years 4 8
& 5). Bidder may also provide additional warranty options and the costs associated
with those warranty options.
Item48 - The City intends to lease this equipment for preferably a term of 60 months 1
with the option to purchase, return, or renew at the expiration of the lease agreement.
A copy of the proposed lease agreement shall be submitted with the bid. The lease
agreement will be subject to the approval of the City's Legal Department and City
Council. Bidders may also provide additional leasing options and the costs
associated with those leasing options.
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Item #9 - Shipping and handling - Bidder to include shipping terms and cost in their
bid.
If you have any questions and/or need additional information, please contact Warren
Hensman at 541-552-2118 or warren.hensman(cwr ashland.onus.
Preferred method of shipment FOB Ashland- Freight Prepaid (Vendor to include shipping terms and cost in their bid.)
Method ofAward: ORS 279B.070 Intermediate Procurements. (4) I fa contract is awarded, the contracting agency shall
award the contract to the offeror whose quote or proposal will best serve the interests ofthe contracting agency, taking into
accountprice as well as considerations including, but not limited to, experience, expertise, product functionality, suitability
for a particular purpose and contractor responsibility under ORS 2798.110. 1
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C:\Documents and Settings~hensmawlDeskto ff orm #2 - Intermediate Procurement Request for Quotation - PANASONIC
CAMERAS.doc
2
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Quote
FEEN
1 E: § 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 (`Remo 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 NM.0 8 4,322.00 34,576.00
FW4311 Panasonic (CN258IR-P) Arbitrator Rear Seat IR 8 120.00 960.00
Camera
FW4955 RP-SDW32GP1K - 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, 2, 3, 4, & 5) per
VPU (Ends June 30) -
FW4913 CF-SVCARB2ICCI - 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. Arbinator360 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 TO ADJUST THIS ESTIMATE AT TIME OF ORDER. Feeney Wireless and its affiliates, Feeney Northwest and its corporation RER Enterprises,
Inc. shall act be held responsible for any changes or inaccuracies made in the published rate plans or promotions ofany wireless service provider, or the availability ofquond
products,
computers, accessories, etc., due to changes in manufacturer or supplier stock or discontinued itaos by the manufacturer or their distributors, or to any verbal or written claims
made by
manufacurer or wireless service provider about their products or services. All prodocls and services wamanties, statements, claims or adjustments made by the product manufacturer
or
vvelese 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
to customer equipment, radio transmission limitations, numin, human involvement, acts of nature, etc. Due to wireless coverage limitations, the transmission ofvolm and data information
mayambeaccessibleatalltimes. All claims to the performance, availability ofluoduct and service am subject to the performance ofthe service provider or the manufacturer ofthe
`
product. All marks and claims ofa product or service arc the property of the equipment manufacturer or service provider.
Macquarie EquipmenfFinance, LLC
A Member of the Macquarie Group of Companies
August 24, 2012
IT Joe Luiz
Ashland Police Department
1155 East Main - MACQUARIE
Ashland, OR 97520 ,
Macquarie Equipment Finance is pleased to present the following lease proposal for your consideration.
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LESSOR: Macquarie Equipment Finance -
LESSEE: Ashland Police Department
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EQUIPMENT COST: $61,357.92 10%
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EQUIPMENT DETAIL: All items associated Feeney quote
Q48147
LEASE RATE FACTOR: $1.00 BUYOUT
Monthly Hardware
60 month: .020550
Monthly Payment: $ 1,260.91
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All payments monthly in advance.
Soft costs not expected to exceed 40% of total financed amount.
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DOCUMENTATION: Macquarie Lease Agreement to be utilized. Authorized Officer i
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 terns and
'
conditions of the Lease Agreement, Ashland Police Department I
retains the option to Purchase the equipment for $1.00, Return, j
or Renew the equipment listed within the lease schedule. j
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 i
factor will remain fixed during the stated lease term.
Source: http://www.federalresewe.gov/mleases/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.Ellison(7macquarle.com alexWederhomornacguarie.com - Title:
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Macquarie Equipment Finance
A Member of the Macquarie Group of Companies
P.O. Box 2743 Email: vendorcontracts0maooua6e.com
Bloomfield Hills, MI 48303-2017 Web: macquarie.comlmef
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 coot/ of the Sh4ner's Drivers License when you return the signed contract"
' Next Steps
As the lessee, please perform the following: .
Reweivinz & Sizunz -
o Review the enclosed documents for accuracy.
❑ Lease Agreement:
• Read the terns of the agreement.
• Ensure it is signed by an authorized signer
❑ Electronic Payment Form: Complete the bank information, sign and date.
r Insurance Request Form: Send to your insurance carrier.
r Acceptance Certificate: HOLD this document until after the equipment is delivered.
Scamunz & Marlin
o Scan the check and all documents (EXCEPT Certificate of Insurance Request Form and
Acceptance Certificate) and:
• Email to vendorcontmetsfa`,macpuarie.com
OR .
• Fax to (248) 339-1650.
o Mail the check mid all documents (EXCEPT Certificate of Insurance Request Form and
Acceptance Certificate) to:
Macquarie Equipment Finance .
Attn: Vendor Contracts
PO Box 2743
Bloomfield Hills, MI48303
AFTER Eouionrentis Delivereda dAcceuted
❑ Sign the Acceptance Certificate.
❑ Scan it and:
• Email to vendorcontacts a,macciuarie com
OR
Fax to (248) 339-1650.
r 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 contactvendorcontractsrmamuarie.com. We're 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: vendorcoirh'acts(a?macauarie com
P.O. Box: 2743 Fax: (248)-339-1650
Bloomfield Hills, MI 48303-2017 Internet: http://w .macquarie.com/w
24 Aug 12
Clay of ASh)8nf) MACQUARIE
1155 Fast Main
Ashland, OR 97520
CERTIFICATE OF INSURANCE REQUEST E®M
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: $64,614.92
General Liability: $1,000,000.00
Certificate Holders: Macquarie Equipment Finance, L• LC
ISAOA ATIMA
2285 Franklin Road, Suite 100 i
P.O. Box 2743
Bloomfield Hills, MI 48303-2017 j
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".
i
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~r)macauarie com.
Sincerely,
Macquarie Equipment Finance '
A
Macquarie Equipment Finance is union authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and
its obligations do not represent deposits or other liabilities of Macquarie Bonk Limited A13N 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 j
i
Macquarie Equipment Finance, LLC Email: vendorcontracts(¢'macouarie.com
P.O. Box: 2743 _ Fax: (248)-339-1650
Bloomfield Hills, MI 48303-2017 - Internet: http://vn v.macquazio.conVus -
August 24, 2012
MACQUARIE
City of Ashland
1155 East Main -
Ashland, OR 97520
Invoice Number: Ashland001
l u t jillf: 1:11
t o al
Rental Amount: $1,260.91
Doc Fee: 5150.00
Total Amount Due: 51,410.91
Macquarie Equipment Finance LLC is not an authorised deposit-taking institution for the purposes of the Beall Act 1959 (Comm onnealth of Australia)
and Macquarie Equipment Finance LLC obligations do not rep went deposna or other liabilities of Macquarie Bank Limited ABN 46 008 583 5412.
Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Equipment Finance LLC.
Pace 1 of I
(S4 iea:d(com) a-,164/12) '
1
Lessor: Lease Number: 001
Macquarie Equipment Finance, LLC Date: August 24, 2012
2285 Franklin Road, Suite 100
0 . Bloomfield Hills, MI 48302 tueanoj~tt m mrda~dejmieion beet.,.
Base Tenn Commencement Date: 20
Call: (248) 253-9000 ~ ~ ~
MACQUARIE Fax: (248) 339-1650
I
Lessee (full legal name): City of Ashland
Street Address: 1155 East Main Ashland OR 97520
Equipment:- See Schedule A for Equipment description.
Equipment Location: Ashland Police Department 1155 East Main Ashland OR 97520
Sail: 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: i
60 60 $1 $1,260.91 Tax Not Monthly on the First $150.00 $1,260.91 $0.00 $1,410.91
Included day of each calendar
Month i
The Initial Payment, due on signing, is the Rental Payment for the lust Payment Period of the Base Term +the Document Fee+ the Advance Rmt+ the SecurityDeposit.
In addition, prorated Rent from the Delivery Date to the Base Term Commencement Date is payable on demand. "
1~~ nil
Lessee has reviewed this page and the rest of this Lease. Lessor has reviewed this page and the rest ofthis Lease.
Lessee may not cancel or terminatethis Lease except as provided herein. Lessor may not cancel or terminate this Lease except as provided herein.
I
City ofAShland Lessee Macquarie Eui ment Finance, LLC Lessor
X x
- Authorized Signature Authorized Signature
Print Name and Title Date Print Name and Title Date
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. "Taxes" 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 13 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 paidto 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, i
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 Tenn, 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 sip 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 attorneys' 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 ofany amounts that are or it reasonably anticipates may become due, relating to the operation, selection, manufacmre, 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, remm, 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 Tenn and the return ofall 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 Tenn" means as to any does not represent the manufacturer or Supplier (who is the supplier of the Equipment to I
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 Terri upon Lessee's own judgment Lessor leases the Equipment to Lessee (and any sale
Commencement Date, and then continuing forthe Base Tenn. "Terns" means the Initial or transfer of the Equipment required to be made by Lessor hereunder is) As-IS,
Time 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 1
expressly provided herein). "Rent" 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 Tenn 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
Tern, 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 Tenn,
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 Tenn at 3% per motion. "FMV" 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
-
i
(Si Leue (GoN)Fev. 7124/12)
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 them 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 m 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 foam 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 drat 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 Term a standard maintenance contract with the manufacturer of. the
Certificate or other related documentation the Base Tear 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 of the 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 Term is due when Lessee signs this Lease and is earned foregoing for the net price of the Equipment due to Supplier after Lessor must pay
upon Lessee's acceptance of the 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 Tenn preceding the Base Tenn during the Tenn 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 Taxes 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
momhs.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 againstthe Equipment. In addition, at
payment by financial instrument 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 my 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 impaid. 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 returns 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 m 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 tern 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 md-
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 Tem and duly performing the elected option by the end of the Tem:
secure the appropriation such amounts; (b) the parties acknowledge that appropriation (a) Lessee may elect to return not less than all of die 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 Rich 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 Tear for the specified Purchase Option price whereupon, on the last day of
and will lawfully be appropriated and made available to permit Lessee's 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-Teri 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 feast 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-Tern option it duly elects therein. During any such renewal terns
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 Tear 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 term-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 Tenn), 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-Tern 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 Tenn, Lessee's obligations under this Lease, including for the payment of
available, and, for the avoidance of doubt, and as provided in Section 25 for any period Rent, shall nonetheless continue through the scheduled end of the Tem.
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 shalt 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 die manufacturer or other maintenance provider
Page 2 of d
'(54 eau ((gvr) µg°. 7/24/12)
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
forth, 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 Lester 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 demstall, properly pack, transport, and deliver the Equipment to Lessor by the date
its assigns for the violation of any tern 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, 1
The foregoing shall not relieve Lessee from its obligations to procure the insurance conswnables, 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 Pont 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. i
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 party or its assets
the insurance to Lessor, Lessor may at its sole discretion obtain insurance to protect bound; Lessee is duly organized and in 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 dim 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, i
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 m 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 earned 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 or
Lessor are likely to be hither than the amounts Lessee would pay to maintain insurance the Base Term, 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 peposit is not an advance payment of Rent or a measure of Lessor's
bargain and not as a penalty (and upon Lessor's ftrll receipt of the Stipulated Loss Value damages in case of Default Lessor may, from time to time, without prejudice to any I
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 pay 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 expiation of the Term 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. Lessor's 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 f
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 apy 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 15%, 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 odor rights or remedies now or hereafter existing tinder this including any upgrade and buyout amounts) differs from Lessor's originally expected
I
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 Tenn increase at
i
Lessee fails to make any payment to a third party 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 I
deemed a cure or waiver of Lessee's failure. I& 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 Term 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
Equipmen4 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 party sending the notice and shall be effective when received,
only. If the Uniform Commercial Code-Leases (Article 2A) applies to Us 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 party 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 Term, and any rerun 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
(Sa Uze (Govf) Wv. 7/N/12)
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 laze 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 terns of this
Lease that precede Section 1 govem the rest of this Lease to the -extent of any
inconsistenciaS. 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 thejurisdiction of such courts
or against Lessor's rights relating to this Lease or the Equipment. The terms and
conditions contained in this Lease (and any addendums, 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
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11 BBB' 0
0 Lessor. Lease Number: 001
Macquarie Equipment Finance, LLC
2285 Franklin Road, Suite 100 Lessee: City of Ashland
Bloomfield Hills, MI 48302
This Schedule is a part of the above-referenced Lease between Lessee and
MACQUARIE Fax: ~I: (243) 333939(248)--1650 9000 Lessor.
Lessee agrees that this Schedule is complete and accurate.
1
Quantity Manufacturer Description Serial No.
8 Panasonic FW4273S Arbitrator 360 Kit MKI2.0
8 Panasonic FW43 11 (CN25BIR-P) Arbitrator Rear Seat lR
S Panasonic FW4955 RP-SDW32GPI K: Arbitrator P2
. 3 Panasonic CF-SVCARB2AMASY: Arbitrator 360 Software Maintenance Agreement - (Years 1, 2,
3 4 & 5 per VPU Ends June 30
1 Panasonic CF-SVCARB21CCI- Arbitrator 360 Car Installation Training- Train the installers on up
to 3 vehicles includes travel ex 2.
FWOn-Site Arbitrator360 Backend Server, Client, Service Watch, Service Watch
3 Panasonic Streaming set up and configuration. Arbitator360 BE & FE Training.
SOW needed PSA Needed. TED
B Panasonic CF-SVCARB2E=: Arbitrator 360 Extended Warranty -2 Years (Years 4&5)
Ir
I
Lessee has reviewed this page. Lessee initials x
(34 Ela nic PSv, t Rev. 7/10/12) .
'B 1 X11 11 ~ 1
Lessor. Lease Number. 001 -
Macquarie Equipment Finance, LLC
2285 Franklin Road, Suite 100 Lessee: City ofAshland
Bloomfield Hills, MI 48302
0 Call: (248) 253-9000 Bank Account Bank:
Fax: (248) 339-1650 Address:
Account No.:
MACQUARIE
Routing Number.
This Electronic Payment Addendum is a part of the above-referenced Lease between
Lessee and Lessor.
11131 1;113i N151111111 I ':::;:I!!
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 pay neat by financial instrument or otherwise in good funds. Rgth 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 Paymerts(including applicable sales/use taxes)
® Personal Property Taxes
Lessee: Lessor:
City ofAshland Mac uarie Equipment Finance, LLC
X X
Authorized Signature Date Authorized Signature Date
Print Name and Title Print Name and Title
a
Lessor: Lease Number: 001
Macquarie Equipment Finance, LLC Lessee: City of Ashland
2235 Franklin Road, Suite 100 1I
Bloomfield Hills, MI43302
rAACgUa26 Call: (243) 253-9000
Fax: (243) 339-1650
1. 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 of all 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 of the 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.
i
Lessee: Cityof Ashland
Authorized Signature
Print Name and Title
Delivery Date i
Lme m fill in ifbhL
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CITY RECG^DER Page 1 / 1
~ ® C I T Y OF
ASHLAND DATE PO NUMBER.'
20 E MAIN ST. 7/30/2013 11751
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 017273 SHIP TO: City of Ashland - Police Dept.
MEF US HOLDINGS INC 1155 E MAIN STREET
PO BOX 674443 ASHLAND, OR 97520
DETROIT, MI 482674443
FOB Point: Req. No.: -
Terms: Net Dept.:
Req. Del. Date: Contact: Gall Rosenberq
Special Inst - Confirming? No
Quanti Unit Description Unit Price Ext. Price
12.00 MO Panasonic Arbitrators (Lease to 1,260.91 15,130.92
purchase)
FY 2014 - $1,260.91 per month
12.00 MO FY 2015 - $1,260.91 per month 1,260.91 15,130.92
~ol~ a3<~
susrorAL 30 261.84
BILL TO: Account Payable TA 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL' 30,261.84
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 110.06.12.00.60140 30,261.84
n" A Lhorignature VENDOR COPY
F-ORM #3 CITY OF
ASHLAND
REQUISITION 1 ue st: 07/11/13
Zf -s% O / -7 y ~ Required date for delivery:
Vendor Name Mprqt,prip F iipmpnt Finanre I I r
Address, City, State, Zip 22R5 Franklin Rd Suite 10 Rlnnmfipld Hillc MI dR902
Contact Name & Telephone Number
Fax Number Andy Fllison 248.253 9000 (cell) 646.6834129
248.339.1850
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
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ VerballWrihen quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached - Agency
® (3) Written quotes. and solicitation attached ❑ Form #4, Personal Services $6K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposalsiwritten solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
Payments of $1260.91 per month
FY 'l 4 = $15,130.92
J
$30,261,84
FY '15 = $15,130.92
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
Arbitrator- Description attached 61;537.92
Document Fee - pd in FY'l3 150.00
Interest - 5 year 14,116.68
:TOTAL CO
F-1 Per attached quote/proposal ST
L L s
k
Protect Number P
Account Number 110.06.12.00.601400
3L..
IAA
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
6 sig iii this r quisitionlform, IIcceertify that the CiVs public contracting requirements have been satisfied.
Employee Signature: Department Head Signature:
G J c (Eq tobwmftr than $5,000)
City Administrator:
Equal to er greater than $25,000)
Funds appropriated for current fiscal year.- YES / NO
Finance Director- (equal to or greater than $5,000) Date
Comments:
Form #3 - Requisition