HomeMy Public PortalAbout2011.10.20 John Deere FinancialCITY OF MCCALL
216 E PARK ST.. MCCALL. iD 83638
DEERE CREDIT, INC.
6400 NW 86T" ST, PO BOX 6600, JOHNSTON, IA 50131-6600
This Master Lease -Purchase Agreement ("Master Agreement) is entered into between Deere Credit, Inc., as Lessor ("we", "us" or 'bur'), and the lessee
identified above ("you" or "your"). "Schedule" shall mean any Lease Schedule signed by you and us, which incorporates the terms of this Master Agreement.
"Lease" shall mean this Master Agreement and any Schedule.
1. Lease Term; Payments. You agree to lease from us the property
("Equipment') described in each Schedule for the Lease Term. The Lease
Term will begin on the Lease Term Start Date and end on the Lease Term
End Date. All attachments and accessories itemized on the Schedule and
all replacements, parts and repairs to the Equipment shall form part of the
Equipment. A Schedule is not accepted by us until we sign it, even if you
have made a payment to us. You agree to remit to us the Lease Payments
indicated in the Schedule and all other amounts when due and payable
each Billing Period, even if we do not send you a bill or an invoice. Except
as otherwise provided in Section 2 of this Master Agreement, YOUR
PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL,
AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR
SETOFF FOR ANY REASON WHATSOEVER. For any payment which is
not received by its due date, you agree to pay a late charge equal to 5% of
the past due amount (not to exceed the maximum amount permitted by law)
as reasonable collection costs, plus interest from the due date until paid at
a rate of 1.5% per month, but in no event more than the maximum lawful
rate.
2. Non -Appropriation of Funds. You intend to remit to us all Lease
Payments and other payments for the full Lease Term if funds are legally
available. In the event you are not granted an appropriation of funds at any
time during the Lease Term for the Equipment or for equipment which is
functionally similar to the Equipment and operating funds are not otherwise
available to you to remit Lease Payments and other payments due and to
become due under the Lease, and there is no other legal procedure or
available funds by or with which payment can be made to us, and the non -
appropriation did not result from an act or omission by you, you shall have
the right to return the Equipment in accordance with Section 8 of this
Master Agreement and terminate the Lease on the last day of the fiscal
period for which appropriations were received without penalty or expense to
you, except as to the portion of the Lease Payments for which funds shall
have been appropriated and budgeted. At least thirty (30) days prior to the
end of your fiscal period, your chief executive officer (or legal counsel) shall
certify in writing that (a) funds have not been appropriated for the fiscal
period, (b) such non -appropriation did not result from any act or failure to
act by you, and (c) you have exhausted all funds legally available to pay
Lease Payments. If you terminate the Lease because of a non -
appropriation of funds, you may not, to the extent permitted by applicable
law, purchase, lease, or rent, during the subsequent fiscal period,
equipment performing the same functions as, or functions taking the place
of, those performed by the Equipment. This Section 2 shall not permit you
to terminate the Lease in order to acquire any other equipment or to
allocate funds directly or indirectly to perform essentially the application for
which the Equipment is intended.
3. Taxes. Although you may be exempt from the payment of certain
taxes, you agree to pay us when invoiced (a) all sales, use, rental, gross
receipts and all other taxes which may be imposed on the Equipment or its
use, and (b) all taxes and governmental charges associated with the
ownership, use or possession of the Equipment including, but not limited to,
personal property and ad valorem taxes ('Taxes"). Taxes do not include
those measured by our net income. If applicable law requires tax returns or
reports to be filed by you, you agree to promptly file such tax returns and
reports and deliver copies to us. You agree to keep and make available to
us all tax returns and reports for Taxes paid by you.
4. Security Interest; Missing Information. You shall have title to the
Equipment immediately upon delivery and shall be the owner of the
Equipment. You (a) grant us a security interest in the Equipment (and all
proceeds) to secure all of your obligations under the Lease, and (b) authorize
us to file financing statements naming you as debtor. You agree to keep the
Equipment free and dear of all liens and encumbrances, except those in our
favor, and promptly notify us if a lien or encumbrance is placed or threatened
against the Equipment. You irrevocably authorize us, at any time, to (1)
insert or correct information on Schedules, including your correct legal name,
serial numbers and Equipment descriptions; (2) submit notices and proofs of
loss for any required insurance; and (3) endorse your name on remittances
for insurance and Equipment sale or lease proceeds.
5. Equipment Maintenance. Operation and Use. You agree to (a) not
move the Equipment to another county or state without notifying us within
30 days; (b) operate and maintain the Equipment in accordance with all (1)
laws, ordinances and regulations, (2) manuals and other instructions issued by
the manufacturer(s) and supplier(s), and (3) insurance policy terms and
requirements; (c) perform (at your expense) all maintenance and repairs
necessary to keep the Equipment in as good a condition as when delivered to
you, reasonable wear excepted; (d) not install any accessory or device on the
Equipment which affects the value, useful life or the originally intended
function or use of the Equipment in any way, unless it can be removed without
damaging the Equipment; (e) allow us and our agent(s) to inspect the
Equipment and all of your records related to its use, maintenance and repair,
at any reasonable time, (I) keep any metering device installed on the
Equipment connected and in good working condition at all times; (g) affix and
maintain, in a prominent place on the Equipment, any labels, plates or other
markings we may provide to you; and (h) not permit the Equipment to be used
by, or to be in the possession of, anyone other than you or your employees.
6. Insurance. You agree, at your cost, to (a) keep the Equipment insured
against all risks of physical damage for no less than the Principal Balance (as
indicated in the Amortization Schedule attached to and made a part of the
Schedule), naming us as sole loss payee; and (b) maintain public liability
insurance, covering personal injury and property damage for not less than
$1,000,000 per occurrence, naming us as additional insured. All insurance must
be with companies and policies acceptable to us. Your obligation to insure the
Equipment continues until you return the Equipment to us and we accept it.
Each insurance policy must provide that (A) our interest in the policy will not be
invalidated by any act, omission, breach or neglect of anyone other than us;
and (B) the insurer will give us at least 30 days' prior written notice before any
cancellation of, or material change to, the policy.
Unless you provide us with evidence of the required insurance coverages,
we may purchase insurance, at your expense, to protect our interests in the
Equipment. This insurance may not (1) protect your interests; or (2) pay any
claim that you make or any claim that is made against you in connection with
the Equipment. You may later cancel any insurance purchased by us, but only
after providing us with evidence that you have obtained the insurance required
by the Lease. The cost of the insurance may be more than the cost of
insurance you may be able to obtain on your own.
7. Loss or Damage. Until the Equipment is returned to us in satisfactory
condition, you are responsible for all risk of loss and damage, loss, theft,
destruction or seizure of the Equipment (an "Event of Loss"). You must
promptly notify us of any Event of Loss. If the Equipment can be repaired or
replaced, you agree to promptly repair or replace the Equipment, at your cost,
and the terms of the Lease will continue to apply. If the Equipment cannot be
repaired or replaced, you agree to immediately pay us the pro rata portion of the
Principal Balance, as determined by us as of the day before such Event of Loss
occurred_ Upon receipt of the pro rata portion of the Principal Balance, we will
transfer to you (or the insurance company) all of our right, title and interest in
such item(s) of Equipment (each, an "Item") AS -IS, WHERE -IS, WITHOUT ANY
WARRANTY AS TO CONDITION OR VALUE. All insurance proceeds must be
paid directly to us, and we may apply any excess insurance proceeds to any
other amounts you owe us.
8. Return of Equipment. If a Schedule is terminated for any reason
including, but not limited to, a non -appropriation of funds pursuant to Section 2
of this Master Agreement, you agree to return all Equipment to the place
designated by us, at your expense and in satisfactory condition, along with all
use, maintenance and repair records. Equipment is in satisfactory condition if
it is in as good a condition as when the Equipment was delivered to you,
reasonable wear excepted, and conforms to the standards of any Maintenance
Addendum incorporated into the Lease.
9. Default. You will be in default if: (a) you fail to remit to us any Lease
Payment or other payment when due; (b) you breach any other provision of
the Lease and such default continues for 10 days; (c) a default occurs under
any other agreement between you and us (or any of our affiliates); or (d) you
fail to maintain the insurance required by Section 6. Time is of the essence
under the Lease.
10. Remedies. If a default occurs, we may do one or more of the following:
(a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN
AND NOT AS A PENALTY, the Principal Balance as of the date of such
default; (b) declare any other agreements between you and us in default; (c)
terminate any of your rights (but none of your obligations) under any
Lease and any other agreement between you and us; (d) require you to return
the Equipment in the manner outlined in Section 8, or take possession of the
Eauioment: (e) lease or sell the Eauiomenl or anv portion thereof at a Dublic or
DCI TAX EXEMPT MLPA (MUNI) 04/2005 Page 1 of 2 App111593
ADDITIONAL TERMS AND CONDITIONS OF AGREEMENT
private sale; (f) apply the net proceeds we receive from any sale, lease or
other disposition of the Equipment (after deducting all of our costs and
expenses) to your obligations under the Lease, with you remaining liable for
any deficiency, (g) charge you for expenses incurred in connection with the
enforcement of our remedies including, without limitation, repossession, repair
and collection costs, attorneys' fees and court costs; (h) exercise any other
remedy available at law or in equity; and (i) take on your behalf (at your
expense) any action required by the Lease which you fail to take. These
remedies are cumulative, are in addition to any other remedies provided for by
law, and may be exercised concurrently or separately. Any failure or delay by
us to exercise any right shall not operate as a waiver of any other right or
future right.
11. Assignment. You will not assign, pledge or otherwise transfer any of
your rights or interests in the Lease or any Equipment without our prior written
consent. Any assignment without our consent will be void. We may assign
the Lease or our interest in the Equipment at any time without notice to you
and without your consent. We may provide information about you to any
prospective assignee or participant. You agree not to assert against our
assignee any claims, offsets or defenses which you may have against us.
12. Representations and Warranties. You represent and warrant to us, as
of the date of this Master Agreement and of each Schedule, and covenant to
us so long as the Lease is in effect, that: (a) you are a State, or a political
subdivision thereof, for purposes of Section 103 of the Internal Revenue Code
of 1986, as amended (the "Code"); (b) any documents required to be delivered
in connection with the Lease (collectively, the "Documents") have been duly
authorized by you in accordance with all applicable laws, rules, ordinances,
and regulations; (c) the Documents are valid, legal, binding agreements,
enforceable in accordance with their terms and the person(s) signing the
Documents have the authority to do so, are acting with the full authorization of
your governing body, and hold the offices indicated below their signatures; (d)
the Equipment is essential to the immediate performance of a governmental or
proprietary function by you within the scope of your authority and shall be
used during the Lease Term only by you and only to perform such function, (e)
you intend to use the Equipment for the entire Lease Term and shall take all
necessary action to include in your annual budget any funds required to fulfill
your obligations each fiscal period during the Lease Term; (f) you have
complied fully with all applicable law governing open meetings, public bidding
and appropriations, required in connection with the Lease and the debt under
applicable state law; (g) your obligations to remit Lease Payments and other
amounts due and to become due under the Lease constitute a current
expense and not a debt under applicable state law; (h) all financial information
you have provided is true and a reasonable representation of your financial
condition; (i) you shall not do or cause to be done any act which shall cause,
or by omission of any act allow the interest portion of any Lease Payment to
become includible in our gross income for Federal income taxation purposes
under the Code, 0) you shall maintain a complete and accurate account of all
assignments of the Lease in the form sufficient to comply with book entry
requirements of Section 149(a) of the Code and the regulations prescribed
thereunder from time to time; and (k) you shall comply with the information
reporting requirements of Section 149(e) of the Code. Such compliance shall
include, but not be limited to, the execution of 8038-G or 8038-GC Information
13. Indemnity. You are responsible for all losses, damage, claims,
infringement claims, injuries to or the death of an individual, and attorneys'
fees and costs ("Claims"), incurred or asserted by any person, in any
manner related to the Equipment or the lease thereof, including its use,
condition or possession. To the extent permitted under applicable law, you
agree to defend and indemnify us, and hold us harmless, against all Claims,
although we reserve the right to control the defense and to select or
approve defense counsel. You agree to not bring any action for Claims
against us. You will promptly notify us of all Claims made. Your liability
under this Section is not limited to the amounts of insurance required under
the Lease. This indemnity continues beyond the termination of a Schedule,
for acts or omissions, which occurred during the Lease Term.
14. Time Price. You understand that the Equipment may be purchased
for cash or it may be purchased pursuant to the terms of the Lease for a
Time Price equal to the sum of (1) all Lease Payments due and to become
due thereunder, and (2) the Documentation Fees. By executing the Lease,
you have chosen to purchase the Equipment for that Time Price. You and
we intend to comply with all applicable laws. In no event will we charge or
collect any amounts in excess of those allowed by applicable law. In the
event any amount in excess of that allowed by law is charged or recovered,
any such charge will be deemed limited by the amount legally allowed and
any amount received by us in excess of that legally allowed will be applied
by us to the payment of amounts legally allowed under the Lease, or
refunded to you.
15. Miscellaneous. WE HAVE NOT MADE, AND DO NOT MAKE, ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SUITABILITY, OR OTHERWISE. WE ARE
NOT LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. You
acknowledge that no supplier or dealer of the Equipment is an agent of ours,
or authorized to act for or bind us. You agree not to withhold any amount
you owe us if you believe you have a claim against us, or any Equipment
supplier(s) or manufacturer(s), but to pursue that claim independently_ Any
claim you have against us must be made within two years after the event
that caused it. All notices must be in writing and will be deemed given 5 days
after mailing to the intended recipient at its address indicated above, unless
changed by a notice given in accordance with this Section_ Each Lease
supersedes and replaces all prior understandings and communications (oral
or written) concerning the subject matter thereof. No part of any Lease can
be amended, waived or terminated except by a writing signed by both you
and us. Any part of this Master Agreement may be signed in separate
counterparts that, together, will constitute one document. If a court finds any
part of this Master Agreement to be invalid or unenforceable, the remainder of
this Master Agreement will remain in effect. You permit us to monitor and
record telephone conversations between you and us. All of our rights under
each Lease shall remain in effect after the expiration of the Lease Term or
termination of the Schedule.
we • • W •mHV VI'i•.:L VLL•YL Li•4L7 •, el1V.
216 T 7By
6400 NW $6 ST, PO BOX 6600
.CALL, fD 638 JOHNSTON, IA 50131-6600
�Y •
By
DON BA. EY, MAYOR
Date. A Title: Date:
DCI TAX EXEMPT MLPA (MUNI) 04/2005 Page 2 cf 2 App111593
020-0057501-000
0057501
Lessee: CITY OF MCCALL DBA MCCALL GOLF CLUB
(NaMe & Adtitess) 216 E PARK ST, , MCCALL, ID 83638 1
DEERE CREDIT, INC.
6400 NW 86" ST, PO BOX
10/01/2011 1 10/01/2012
01 1 10/01/2011
IA 50131-6600
$0.00
$9,431.56 $0.00
0 Monthly 0 Quarterly 2 Semi -Annual 0 Annual
$17,000.00 1 $1,00
"Master Agreement" shall mean the above referenced Master Lease -Purchase Agreement. "Schedule" shall mean this Lease Schedule. "Lease" shall mean
this Schedule and the Master Agreement- All of the terms and conditions set forth in the Master Agreement and any amendment, addendum, schedule or
attachment thereto or hereto including, but not limited to, the Maintenance Addendum are hereby incorporated into and made a part of this Schedule.
Lease Payments. You agree to remit the Lease Payments (and you; (4) you received the written warranty applicable to the Equipment and
applicable sales, use and property taxes) on the dates noted above and understand that your rights under the written warranty may be limited; (5) the
all other amounts when due to: DEERE CREDIT, INC., P.O. Box 4450, Equipment is unconditionally and irrevocably accepted by you as being suitable
Carol Stream, IL 60197-4450. for its intended use; (6) the Equipment is in good condition and repair
Purchase Option. You may purchase the Equipment at the end of the (operating and otherwise), (7) the Equipment shall be used only for the purpose
Lease Term for $1, provided (1) you are not in default, and (2) we receive indicated herein; (8) all information provided to us by you is true and correct.
all amounts you owe us on or before the Lease Term End Date (the You acknowledge and agree that: (1) we did not select, manufacture or
"Purchase Option"). Upon exercise of the Purchase Option, we will (a) supply any of the Equipment; (2) we acquired the Equipment at your direction,
transfer to you all of our right, title and interest in such Item(s) of Equipment (3) you selected the supplier of the Equipment; (4) you are entitled to all
AS -IS, WHERE -IS, WITHOUT ANY WARRANTY AS TO CONDITION OR manufacturer warranties ("Warranty Rights') and we assign all Warranty Rights
VALUE, and (b) release our security interest in the Equipment. to you, to the extent assignable; (5) you may request an accurate and complete
Representations and Warranties. You represent and warrant to us, as statement of the Warranty Rights, including any disclaimers and limitations,
of the date you signed this Schedule, that (1) the Equipment was selected directly from the manufacturer; and (6) you assign to us all your rights (but none
by you; (2) the Equipment (including all manufacturer manuals and of your obligations) under all purchase orders, purchase agreements or similar
instructions) has been delivered to, and examined by, you; (3) the safe documents relating to the Equipment. You waive all rights and remedies
OlDeration and the oroDer servicina of the EaujDment were exDlained to conferred upon a lessee under Article 2A of the Uniform Commercial Code.
CLUB
216 E PARK ST
MCCALL, ID 83638
By:
J�
D E', R
Date: 2-011
I
DCI TAX EXEMPT MLS (MUNI) 11/2005
GOLF 1 DEERE CREDIT, INC.
6400 NW 86" ST, PO BOX 6600 ®_ JOHNSTON, IA 50131-6600
By:
Title:
Page I of 2
App 111593
Supplier
(NaMe&M ess)
Make
Year
PACIFIC POWER PRODUCTS COMPANY
1818. BICKFORD AVE, SNOHOMISH, WA 98290
jjjj=;Vj14ZkdH•-
Model
Equipment Description
SERIES II FRONT MOWER (DEMO)
Serial Number
TC1545XO40162
Excess
Hour .Hour Hoar
Meter
Limit Charge
Payment
$5,488.28
Purchase
Option
$1.00
2009
JD
2011
JD
HARD
CAB FOR 1545 FRONT MOWER
1545CAB
$2,151.76
$1,00
2011
JD
380
SNOW BLOWER 60 INCH
1M00380XVBM090237
$1,791.52
,R $1.00
Equipment
Location
924 FAIRWAY DR, MCCALL, ID, 83638
OUTSIDE city limits: ❑
VALLEY COUNTY
BY SIGNING THIS SCHEDULE, YOU AGREE TO ALL OE THE TERMS AND CONDITIONS OF THIS SCHEDULE AND THE MASTER AGREEMENT.
CITY OF MCCALL DBA MCCALL GOLF CLUB
216 E PARK ST
MCCALL, ID 83638
By:
D. AILEY, MAYOR
Date: 7t
• -
By:
bEERE -REDIT, INC.
64d0 NW 86' ST, PO BOX 6600
JOHNSTON, IA 50131-6600
Title: Date:
DCI TAX EXEMPT MLS (MUNI) 11/2005 Page 2 of 2 App 111593
1 • #' romm
020-0057501-000
0057501
Lessee: CITY OF MCCALL DBA MCCALL GOLF CLUB
(Name& Address) 216 E PARK ST, MCCALL, ID 83638
DEERE CREDIT, INC.
Lessor. 6400 NW 86ei ST. PO BOX 6600. JOHNSTON. IA 50131-6600
4.85%
AMORTIZATION SCHEDULE: Normal Amortization
Loan I 10/01 /2011
26,207.00
�w
1 10/01/201 l
17,000.00
0.00
17,000.00
9,207.00
21- 11/01/2011
0.00
_0.00
37.21
37.36
37.21-
9,244.21
3 ' 12/01/2011
37.36-
9,281.57
2011 Totals^ _
17,000.00
74.57
16,925.43
4 01/01/2012
0.00
37.51
37.51-
9,319.08
5 02/01/2012
0.00
- 37.66
37.66-
9,356.74
6 03/01/2012
0.00
37.82
37.82-
9,394.56
71 04/01/2012
9,431.56
37.97
9,393.59
0.97
8 05/01 /2012
0.00
0.00
- _ 0.00
0.00
_- _ 0.00
0.97
9 _ 06/01 /2012
0.00
0.97
10 _ 07/01 /2012
0.00
0.00
0.00
0.97
I 1 08/01 /2012
0.00
0.00
0.00
097
12 09/01/2012
0.00
0.00
0.00
0.97
13 10/01/2012
1.00
0.03
0.97
0.00
_
2012 Totals
9,432.56
150.99
9,281.57
Grand Totals
26,432.56
225.56
26,207.00
216 E PARK ST,
M- 83638
7
By: 7ByDON EY, MAYOR
Date:
DEERE CREDIT, INC.
6400 "N.W.86"' STREET, PO BOX 6600
JOHNSTON, IA 50131-6600
Date:
DCi AMORTIZATION SCHEDULE 04/2005 Page 2 of." App 111593
020-0057501-000
Lessee- CITY OF MCCALL DBA MCCALL GOLF CLUB
Lessor: DEERE CREDIT, INC.
LIABILITY INSURANCE on the above referenced Lease Schedule (the "Schedule") to the above referenced Master
Lease
'-
Agreement will be provided by the following insurance agency.-
N me of Age y: icy Phone Number of Agency,
Mailing Address of Agency F Number of Agency
PHYSICAL DAMAGE INSURANCE on the Schedule will be provided by the following aq ncy:
me of Agency: P licy P' one Number of Agency:
iling Address of Agency F Number of Agency
***If an insurance certificate is available, it should be provided in place of the above information
ADDITIONAL INSURED and LOSS PAYEE:
Deere Credit, Inc -
It's Successors Wor Assigns
PO Box 6600
Johnston, IA 50131-6600
MCC 31638
M Y:
710)0N:B M.. 0
�
Office UseOnly
Contact Dale(s):
Contact Name:
Liability Insurance Company Policy #:
Liability Insurance Expiration Date
Liability Limits:
Notes:
Physical Damage Insurance Company and Policy #
Physical Damage Insurance Expiration Date
Insured Value:
Notes:
Loss Payee Deere Credit, Inc.?
n Yes 0Will Be Added
Verified By:
oc/ /msunxwcsnoz005 Page 1*/ Apno1mm
JOHN DEERE
FINANCIAL
Advance Lease PaII I
yment Invoice
W01
$17iOOO.00
Billing Address:
Updated Billing Information:
CITY OF MCCALL
GAIL DRAPER
216 E PARK ST
MCCALL, ID 83638
Please Note: All future invoices will be sent to the billing address shown unless you update your billing information above.
App # Mfg. Model # Serial Number Due Date
Rental/Tax Security ,Processing Total Due
I
Amount Deposit Fees
111593 JD SERIES 11 TC1545X040162 10/ 01/2011
$17,000.00 $0.00 $0.00 $17,000.00
Correspondence Only:
Remit Checks Payable'T6:
John Deere Credit
Attn: Golf & Turf Leasing
John Deere Credit
PO Box 6600
Attn: Acct. Dept. — ALP Processing
Johnston, IA 50131-6600
PO Box 6600
Johnston, IA 50131-6600
Phone.- (888) 777-2560
Fax: (888) 777-2561
TO ENSURE PROPER CREDIT, STAPLE CHECK AND RETURN THIS INVOICE WITH THE LEASE DOCUMENTS.
DCI` ADVANCE LEASF PAYMENT INVOICE 1112004 pa""I of 1 App
111593
This amendment (this "Amendment") amends and supplements that certain Master Lease -
Purchase Agreement entered into muofthe ox0 day ofOctober, 2011(the "Master Agremment")
by and between Deere Credit, Inc. ("Lessor") and City of McCall ("Lessee").
RECITALS
WHEREAS, Lessee wishes to amend certain provisions set forth inthe Master Agreement and
Lessor is willing to amend said provisions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and
for other good and valuable oonuidestion, the receipt and sufficiency of which is expressly
acknowledged, the parties agree as follows:
1. Capitalized terms not defined in this Amendment shall have the meaning given to them in
the Master Agreement.
2, Section 13 of the Master Agreement is deleted in its entirety and replaced with the
13. Indemnity. You are responsible for all losoes, dumage, daims,
infringement daims, injuries to or the death of an individuo|, and attorneys' haea
and costs (^C|aims^), incurred or asserted by any Ve/son, in any manner related
to the Equipment or the lease thereof, including its use, condition or possession.
To the extent permitted under applicable law, you agree to defend and indemnify
uo, and hold us harm|ess, against all C|eims, although we reserve the right to
control the defense and toselect orapprove defense counsel. You agree (onot
bring any action for Claims against ue, although you reserve the right to bring
such claims, to the extent applicable, against the manufacturer of the Equipment.
You will promptly notify usofall Claims made. Your liability under this Section io
not limited tothe amounts ofinsurance required under the Lease- This indemnity
continues beyond the termination of Schedule. for acts or omissions, which
occurred during the Lease Term"
3. Each Lease Schedule issued pursuant tothe Master Agreement isamended bydeleting
the last sentence of the last paragraph in its entirety and replacing such sentence with the
"To the extent permitted under Idaho law, you waive all rights and remedies
conferred upon a lessee under Sections 508 — 522 of Article 2A of the Unhbnn
Commemia|Codm.^
4. The provisions ofthis Amendment shall be effective as to all Schedules eo&ynad into on
o/after the deha set forth below. All references to the Master Agreement or to a Schedule shall
mean such documents as modified bythis Amendment. Except as expressly modified by this
Amendment, the terms and conditions of the Master Agreement remain in full force and effect. If
there are any conflicts between the provisions of this Amendment and the Master Agreement, the
terms ofthis Amendment shall becontrolling- This Amendment may beexecuted inany number
Page iof2
of counterparts, each of which shall be an original and all of which, when taken together, shall
constitute one and the same document.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly
authorized representatives as of this 10, day of October, 2011.
DEERE CREDIT, INC.
By:
Name:
Title:
Cl CCALL
B
Name. r _
Title:
Page 2 of 2