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HomeMy Public PortalAbout2021.02.19 Barry Rentals Signed Lease Documents Master Lease Agreement Master Lease Number 450-0038903 dated as of February 2, 2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 TERMS AND CONDITIONS This Master Lease Agreement("Master Lease")sets forth terms and conditions that will be applicable to equipment leasing transactions that may be entered into from time to time by Lessee and Lessor if they enter into one or more Schedules that incorporate the terms of this Master Lease.This Master Lease is not a commitment by Lessor to enter into any Schedule and nothing in this Master Lease shall impose, or be construed to impose,any obligation upon Lessor to enter into any proposed Schedule.In the event of a conflict between the provisions of this Master Lease and a Schedule, the provisions of such Schedule will control.Lessee and Lessor agree,for good and valuable consideration and intending to be legally bound,as follows: 1. CERTAIN DEFINITIONS.The following capitalized terms used herein will be defined as follows:"Equipment"means the equipment and other property described on the applicable Schedule,as well as any attachments, accessories,accessions,replacements, replacement parts,substitutions, additions, upgrades,exchanges and repairs to the equipment and other property and shall also be deemed to include any embedded software that otherwise falls within the definition of"Goods"under Article 9 of the Uniform Commercial Code("UCC")."Fair Market Value"of the Equipment means an amount estimated by us that may reasonably he expected for an installed property in an equitable exchange between a willing buyer and a willing seller, neither under any compulsion to buy or sell,both aware of all relevant facts, and assuming the Equipment is in the condition required by the applicable Lease."Lessee"means the party or parties who sign this Master Lease as Lessee. Each party that signs below as Lessee agrees that its liability in connection with the Master Lease(and any Schedules hereunder)shall be joint and several.The Lessee may be referred to herein as"you"and"your". "Lessor"means the party signing as Lessor on this Master Lease and applicable Schedule or any of its affiliates signing as Lessor on the applicable Schedule, and may be referred to herein as"we","us", and"our"."Person"means any individual,corporation, business trust,association, company, partnership,joint venture,or other entity."QFC Obligations"means obligations arising under a securities contract,commodities contract, forward contract,repurchase agreement,swap agreement,or any similar agreement(as defined for purposes of Treasury Part 148 under 12 U,S.C. 5390(c)(8)(H)or FDIC Part 371 under 12 U.S.C. 1821(e)(8)(D)) that the FDIC determines by regulation, resolution,or order to be a qualified financial contract."Schedule"means any schedule signed by Lessee and Lessor that incorporates the terms of this Master Lease,each of which (including the incorporated terms of this Master Lease)will constitute a separate contract between Lessee and Lessor and shall be referred to as a"Lease". "Stipulated Loss Value"means the sum of: (i)all past due and current Payments; (ii) the present value of(A)all remaining Payments,and (B)the amount of the purchase option price or final purchase payment set forth in the applicable Schedule,or if no purchase option price or final purchase payment is specified,the Fair Market Value of the affected item(s)of Equipment,discounted at 3%per annum; and(iii) all other amounts due under the Lease. 2. COMMENCEMENT.The commencement of a Lease(the"Commencement Date")will be the date that you satisfy all pre-conditions to the Lease,as determined by us, or any later date that we designate.Without limiting the foregoing,we may,in our sole discretion, require that you verify your acceptance of the Equipment either by telephone or by delivery to us of an executed certificate of acceptance. If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing a Schedule you assign to us all of your rights, but none of your obligations under it. If,for any reason: (i)the manufacturer, supplier,wholesaler, or other vendor of the Equipment(any,a"Supplier")fails to deliver,or delays the delivery of,the Equipment; or(ii)the Equipment is unsatisfactory upon delivery or at any time thereafter,you agree that we are not liable,and you will not make any claim against us for damages or for specific performance of such Lease, If the Equipment indudes any non-embedded software: (i)we do not own the software and do not provide any software licenses,(ii)you are responsible for obtaining any software license related to any software that is part of or used in connection with the Equipment from the owners or licensors of such software,(iii)you shall comply with the terms of all such licenses if any,and(iv)any default by you under any such software licenses shall also constitute a default by you under all Leases. 3. LEASE PAYMENTS.You agree to remit all payments under each Lease("Payments")in U.S. dollars to the address or account designated by us from time to time. Unless indicated otherwise in the Schedule,your Payments are due in arrears and your first payment date will be one month from the Commencement Date, and subsequent payments shall be due on that same day of each month thereafter, unless such day does not exist for the applicable month, in which case it will be the last day of such month (the"Payment Date"). If you request that your Payment Date start later than one month after the Commencement Date, if we approve such a request,we may increase your first Payment by 1/30th of the scheduled Payment for each day between the originally scheduled Payment Date and the re-scheduled Payment Date(the"Additional Days") and the term of the Schedule will be extended by a number of days equal to the Additional Days.We calculate the Payments using a lease rate factor. If there are changes in the type or amount or cost of the Equipment or the calculation of related sales or other taxes,you authorize us to adjust the Payments to maintain our after tax economic yield and cash flow so long as the change is not more than 15%of the original Payment amount.We may apply all your payments under a Lease to delinquency charges, Payments,and any other liabilities due and owing under such Lease or under any other agreement, in any order and manner selected by us.You waive all rights to direct the application of payments made on account of any Lease.We may offset and deduct any of your liabilities or obligations to us from any sums we owe to you.The financial terms of any Lease may have been determined taking into account fees we have paid to,or rebates, discounts,subsidies or other compensation or financial benefits(including the ability to fund over time amounts that may be financed hereunder)we have received from,the Supplier,a broker,or other third party in connection with such Lease. Payments are due on each Payment Date whether or not you receive an invoice. 4. TAXES.You agree to pay, and indemnify and hold us harmless from all sales, use,rental, property,excise, gross receipts,withholding and other taxes, charges and fees upon or with respect to the Equipment or the possession,ownership,leasing, use or operation, control or maintenance thereof and relating to such Lease(or any Payments or receipts hereunder or thereunder), by any domestic or foreign governmental entity or taxing authority arising during or with respect to any part of the term, whether due before or after the end of the term shown on the corresponding Schedule.In connection with the expiration or earlier termination of a Lease,you agree to pay us any taxes accrued or assessed but not yet due and payable,or our estimate of such amounts. 5. LATE CHARGES. For any payment which is not received within 10 days of its due date,you agree to pay us a late charge equal to the greater of 5% of the amount due or$35.00 (but in either case,not to exceed the maximum amount permitted by law). THIS MASTER LEASE INCLUDES THE TERMS ON THE ATTACHED PAGE(S). THIS MASTER LEASE SHALL NOT BE EFFECTIVE UNLESS AND UNTIL EXECUTED BY US. IN WITNESS WHEREOF,Lessee and Lessor have caused this Master Lease to be executed by their duly authorized representatives as of the date first above written. Lessor: BARRY RE L INC Lesse • CCALL I',CI Y OF 6j64________.) Sig ure of author' goer Si attire of aut 'prized sign r '(;Cc I�rrr./// 17 of r st s ROber'- , Gi '65 1 ay Or Print Name and Title / 6 Print Name and Title HRM00012:1020:Brink:02022021.:LS-4869017:TL5-1 80 2759 Manual 3-3597862649 Page 1 of 3 6. OWNERSHIP,SECURITY INTEREST,USE, MAINTENANCE AND REPAIR. Unless otherwise specified in the applicable Schedule,we own the Equipment,excluding any non-embedded software. If the Lease is a secured transaction, you grant us a security interest in all Equipment and all products and proceeds thereof to secure all of your obligations now or hereafter owing to us(except QFC Obligations). In no event shall your obligations under a Lease be secured by any real property unless the document granting an interest in real property specifically references the Lease by date,its Schedule number and/or this Master Lease number. You authorize us or our agents to prepare and file,electronically or otherwise,UCC financing statements and any amendments or continuation statements relating to the Equipment, products and proceeds.So long as you are not in default of your obligations,we hereby assign to you our rights,if any, under Supplier written warranties,to the extent assignable.You(a)shall not permit the Equipment to attach to real property and (b) must keep the Equipment free of ail security interests,encumbrances and liens,except those in favor of us. Other than the temporary relocation of mobile Equipment,or as otherwise set forth in the applicable schedule,you will not remove the Equipment from the address indicated on the applicable Schedule without first obtaining our written approval.You shall: (a)keep the Equipment in your exclusive control and possession; (b)USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS,AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES; (c) use the Equipment in conformity with all insurance requirements, manufacturer's instructions and manuals; (d)at your cost,keep the Equipment repaired and maintained in good working order as when originally delivered to you(absent only ordinary wear and tear)and as required by the manufacturer's warranty,certification and standard full service maintenance contract; (e)at your cost, furnish and replace all parts of the Equipment as may from time to time become worn out, damaged or unfit for use; (f) allow only qualified and properly licensed personnel to operate the Equipment; (g) maintain accurate and complete records of all repairs and maintenance of the Equipment; (h) give us reasonable access to inspect the Equipment and its maintenance and other records; (i)at your cost, mark and identify the Equipment with all information and in such manner as we may request from time to time and replace promptly any such markings or identification which are removed, defaced or destroyed and not permit the name of any person,association or corporation other than your name or our name to be placed on the Equipment as a designation that might be interpreted as a claim of ownership or security interest; (j) pay all shipping and delivery charges and other expenses incurred in connection with the Equipment and pay all lawful claims,whether for labor, materials,supplies, rent, assessments,taxes or services,which might or could if unpaid become a lien on the Equipment; and (k)not enter into any lease or sale of any Equipment. Without our prior written consent, you will not make any alterations,additions or improvements to the Equipment which are permanent or which detract from its value,useful life,or functional utility. Any such alterations,additions or improvements shall be deemed part of the Equipment.The Equipment must remain in the continental United States,Alaska, or Hawaii at all times. In case you fail to comply with any provision of any Lease,we may take action to bring such Lease into compliance, and all expenses incurred by us in doing so will constitute additional expenses under such Lease due to us within 5 days after we send notice to you requesting payment, Our effecting such compliance will not be a waiver of your default. 7. INDEMNITY.YOU AGREE TO DEFEND AND INDEMNIFY US FOR ALL LOSSES,DAMAGES,CLAIMS,LIABILITIES,OBLIGATIONS,SUITS,TOLLS, FEES, INJURIES,COSTS AND ATTORNEYS'FEES, DR THE LIKE,WHETHER BASED ON A THEORY OF NEGLIGENCE,TORT,STRICT LIABILITY OR OTHERWISE, INCURRED, CAUSED OR ASSERTED BY ANY PERSON, IN ANY MANNER RELATING TO THE LEASE OR THE EQUIPMENT including,without limitation,the manufacture, purchase, lease,financing,selection,ownership,delivery, possession, use,storage, operation,condition, maintenance, repair, return or other disposition thereof. S. LOSS OR DAMAGE.You assume all risks of loss,theft, governmental taking, damage to or destruction of the Equipment. If any item of Equipment is damaged and can be repaired,you shall promptly notify us in writing and,at your cost,within 30 days of such damage, repair the affected item. If any item of Equipment is lost,stolen,taken by any governmental authority or damaged beyond repair,you will immediately notify us in writing and, at our option you will,at your cost,within 30 days after such event, either; (a) replace the affected item with a comparable item acceptable to us,or(b)for each affected item of Equipment(calculated on the pro rata cost of the affected item(s)as compared to the total cost of all items on the Schedule), pay us the total of the Stipulated Loss Value for each such item of Equipment. Upon our receipt of such Stipulated Loss Value,we will then notify you of the applicable reduction of rent and transfer to you all our rights,title and interest in the affected item(s)of Equipment AS-IS AND WHERE-IS,WITHOUT ANY RECOURSE TO OR WARRANTY FROM US, EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,SUITABILITY,OR OTHERWISE. Insurance proceeds will be applied toward repair,replacement or payment owing to us, as applicable. 9. INSURANCE.You agree,at your cost,to: (a)keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payee(with a lender's loss payable endorsement if required by us); and(b)maintain commercial general liability insurance,covering personal injury and property damage in amounts acceptable to us, naming us as additional insured.All insurance policies must be issued by insurance carriers acceptable to us, must provide us with not less than 15 days'prior written notice of cancellation,non-renewal or amendment,and must provide deductible amounts acceptable to us.You hereby appoint us as your attorney-in-fact to make proof of loss and claims for insurance,to make adjustments with insurers and to receive payment of and execute or endorse all documents,checks or drafts in connection with payments made as a result of such insurance policies.The insurance shall be payable to us irrespective of any breach of warranty or other of your acts or omissions and no insurance shall be subject to any co-insurance clause. Promptly upon our request you agree to deliver to us evidence of insurance reasonably satisfactory to us,including evidence of renewal and replacement coverage. 10. NET LEASE;UNCONDITIONAL OBLIGATION. Each Lease is a net lease.WE HAVE NOT SELECTED THE EQUIPMENT.THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF ANY LEASE. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY,OR OTHERWISE.YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND YOU HAVE NO RIGHT TO CANCEL ANY LEASE ONCE SIGNED, OR REDUCE OR SET-OFF AGAINST ANY PAYMENT FOR ANY REASON WHATSOEVER INCLUDING,WITHOUT LIMITATION, FAILURE, LOSS OR DAMAGE OF, OR TO,ANY EQUIPMENT. WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES,DAMAGES, OR EXPENSES OF ANY KIND DR NATURE CAUSED,DIRECTLY OR INDIRECTLY,BY ANY EQUIPMENT OR THE USE,INABILITY TO USE, OR MAINTENANCE OF ANY EQUIPMENT,OR THE REPAIR,SERVICE OR ADJUSTMENT THEREOF, OR FOR ANY LOSS OF BUSINESS HOWSOEVER CAUSED. If any Supplier fails to provide any service or fulfill any other obligation to you,you shall not make any claim against us and shall continue to fully perform your obligations to us under each Lease. 11. REPRESENTATIONS,WARRANTIES AND COVENANTS.You hereby represent and warrant to us that,on the date hereof and on the date of execution of each Schedule, and you covenant that: (a)you have the authority to enter into,and perform all of your obligations under, each Lease,and all related documents(together,the"Documents"); (b)you have duly authorized, executed and delivered the Documents; (c)the Documents constitute valid, legal and binding agreements, enforceable in accordance with their terms; (d)no approval or consent is required from any governmental authority or other lender with respect to your entry into or performance of the Documents except such as have already been obtained and disclosed to us; (e) your execution and performance of the Documents will not: (i)violate any judgment,order,law or regulation applicable to you or any provision of your organizational documents or any other financing arrangement to which you are a party; or(ii)result in any breach of, constitute a default under,or result in the creation of any lien or other encumbrance upon any Equipment pursuant to, any agreement or instrument(other than in favor of us)to which you are a party; (f) there are no suits or proceedings pending or threatened in court or before any commission,board or other administrative agency against or affecting you, which may have a material adverse effect on your ability to fulfill your obligations under the Documents; (g)the Equipment is and will remain tangible personal property;(h)your exact legal name is as set forth in the signature block on the first page of this Master Lease; (i)you are and will be at all times validly existing and in good standing under the laws of the State of your organization; (j)you are and will remain duly qualified to do business in each jurisdiction where Equipment is located and wherever necessary to conduct your business; and(k)YOU ARE AND WILL REMAIN IN COMPLIANCE WITH ALL LAWS, RULES, REGULATIONS AND ORDERS APPLICABLE TO YOU AND THE EQUIPMENT, INCLUDING SANCTIONS OR TRADE EMBARGOES,ANTI- CORRUPTION,ANTI-BRIBERY,OR ANTI-MONEY LAUNDERING AND ANTI-TERRORISM LAWS,AND AT YOUR COST YOU SHALL MAKE ALL MODIFICATIONS AND IMPROVEMENTS TO THE EQUIPMENT REQUIRED BY LAW. 12. DEFAULT.You will be in default under a Lease if: (a)you fail to make any payment under any Lease within 10 days of the due date; (b)you or any guarantor of your ablirjatinns under any Ilnrnment("Guarantor").breach any ether obligation under any Document or guaranty and fail to correct such violation within 10 days following notice; (c) you ore Guarantor becomes insolvent, are liquidated or dissolved,stop doing business or assign your or such Guarantor's rights or property for the benefit of creditors,or a petition is filed by or against you or any Guarantor under any bankruptcy or insolvency law; (d)you or any Guarantor default under any other agreement now existing or hereafter entered into with us or any material agreement with any of our affiliates or any third party lender,lessor,or creditor; (e) any representation made or information provided by you or a Guarantor in connection with any Document or guaranty is or will be false or misleading in any material respect; (f) you,any Guarantor,or any principal owner,member of a board of directors(or similar governing body),or senior officer of you or any Guarantor is convicted of a felony; (g)any Equipment is illegally used; (h)without our prior written consent,you or any Guarantor or any Person that directly or indirectly controls you or any Guarantor(1)experiences a change in control or material change in ownership(whether in one or multiple transactions),(2)transfers substantially all of your or such Guarantor's assets,(3) merges or consolidates with another Person,or(4)experiences a division or divisive merger; (i)if you are a sole proprietorship or a partnership,you,or any partner, as applicable, die or have a guardian appointed; (j) any individual Guarantor dies or has a guardian appointed; (k) you or any Guarantor suffers a material HRM00012:1020:Brink:02022621:L5-4859017:TL5-1802759 Manual 3-3597862649 Page 2 of 3 adverse change in your or their financial condition;or(I)you default under any software license or similar agreement financed by us or subject to our security interest.Time is of the essence regarding performance of your Lease obligations. 13. REMEDIES. If you default,we may, in our sole discretion,do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BENEFIT OF THE BARGAIN AND NOT AS A PENALTY,the Stipulated Loss Value,which amount shall be due upon demand; (b) declare any other agreements between you and us in default; (c)require you to return all of the Equipment at your cost to a place designated by us in the manner described in the applicable Lease; (d)we or our agent may enter the property where the Equipment is located,with or without legal process,and repossess or disable the Equipment and you waive and will not make any claims against us for damages,for trespass or for any other reason,and upon recovery of the Equipment,we will not be held responsible for any losses directly or indirectly arising out of,or by reason of the presence and/or use of, any and all information residing on or within the Equipment; (e)lease or sell the Equipment or any portion thereof, and we may apply the proceeds as may be acceptable to us to the extent permitted by applicable law; (f)charge you interest on all amounts due to us from the due date until date of payment at the rate of 1.5%per month, but in no event more than the lawful maximum rate; (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; and(h) cancel or terminate the Lease. These remedies are cumulative and nonexclusive of any other rights and remedies at law or in equity and may be exercised individually or concurrently. No failure or delay by us to exercise any right nor any course of dealing will operate as a waiver of any present other right or future right or remedy.To the extent permitted by applicable law, you hereby waive any rights now or hereafter conferred by statute or otherwise that may limit or modify any of our rights or remedies under any Lease,including any rights you may have which require us to sell any Equipment to mitigate damages or provide you with notices of default,intent to accelerate amounts becoming due or acceleration of such amounts. 14. REMOVAL OF DATA.You are solely responsible for removing all data from any digital storage device, hard drive or other electronic medium prior to returning or disposing of any Equipment(and you are solely responsible for selecting an appropriate removal standard that meets your business needs and complies with applicable laws). We shall not be liable for any losses, directly or indirectly arising out of,or by reason of the presence and/or use of any information, images or content retained by or resident in any Equipment returned to us or repossessed by us. 15. ASSIGNMENT.You may not assign, sell, transfer, encumber or dispose of any rights or obligations under the Lease or sub-lease the Equipment. We may,without notifying you,sell,assign or encumber any or all of our interest in any Lease and/or our interest in any Equipment. If we sell, assign or encumber a Lease,the buyer,assignee or secured party will have all of our rights under the Lease,but none of our obligations, unless expressly assumed by them.You will pay all Payments under any assigned Lease to the assignee if you receive written instructions from us to do so.You agree not to assert against any buyer,assignee or secured party, any claims,offsets or defenses you may have against us. 16. NOTICES. Notices must be in writing and will be deemed given 5 days after mailing first class or sent by recognized overnight courier to the recipient's address set forth above or at such other address as may be last known to the sender. 17. INFORMATION.We may receive from and disclose to any Person,including,without limiting any affiliate of ours,and any credit reporting agency whether or not related to us,for any purpose,information about your accounts,credit application and credit experience with us and you authorize any Person to release to us or any affiliate of ours any information related to your accounts,credit experience and account information.This shall be continuing authorization for all present and future disclosures of your account information,credit application and credit experience made by us,or any Person requested to release such information to us. 18. LIMITATIONS ON CHARGES.Any part of any Lease that could,but for this Section,be read under any drcumstance to allow for a charge higher than that allowable under any applicable legal limit,is limited and modified by this Section to limit the amounts chargeable under the Lease to the maximum amount allowed under the legal limit.Any amount received by us in excess of that legally allowed will at our sole discretion be applied by us to the payment of amounts legally owed under the Lease or refunded to you. 19. EXECUTION AND TRANSMISSION OF DOCUMENTATION. We may, in our sole discretion, accept a photocopy,electronically transmitted,facsimile, or other reproduction(any a"Counterpart")of this Master Lease and any other Documents as the binding and effective record of such Documents whether or not a manually signed copy hereof or thereof is also received by us. Counterparts may, in our sole discretion,be executed manually or by electronic means by either party. No Document requiring our signature is binding on us until we sign it.When a Counterpart of a Document showing your signature is signed by us(manually or electronically),then the Counterpart bearing our signature,if executed by us manually,or the Counterpart electronically maintained by us,if executed by us electronically, shall constitute the sole original document for all purposes and shall constitute the authoritative record of such Document for the purposes of establishing the provisions of such Document and to the extent that such Document constitutes chattel paper as that term is defined in the UCC, perfection of a security interest by possession or control may only be accomplished by possession or control of such Counterpart. You agree not to raise as a defense to the enforcement of any Document that it was executed by electronic means by either party or transmitted to us by facsimile or other electronic means. 20. SURVIVAL.Your representations,warranties,indemnification obligations,and your obligations to pay or reimburse us for any taxes or any other amounts due by you with respect to a Lease, as such representations,warranties,and obligations are set Forth in this Master Lease and any Lease,shall survive the expiration, cancellation or termination of this Master Lease and any Lease. 21. JURY TRIAL WAIVER;APPLICABLE LAW,VENUE.ALL PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,SUIT,OR PROCEEDING ARISING OUT OF,IN CONNECTION WITH OR RELATING TO ANY EQUIPMENT,THIS MASTER LEASE,ANY LEASE,ANY OTHER DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.THIS MASTER LEASE AND EACH OTHER DOCUMENT WILL BE GOVERNED BY THE LAWS OF IOWA, AND ANY LEGAL ACTION OR PROCEEDING MAY BE BROUGHT IN THE FEDERAL OR STATE COURTS OF IOWA.YOU AGREE THAT IN NO EVENT SHALL YOU HAVE A REMEDY OF,AND IN NO EVENT SHALL WE BE LIABLE TO YOU FOR,INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES, AND YOU HEREBY EXPRESSLY WAIVE ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES. 22. MISCELLANEOUS.If a Court finds any provision of the Lease to be unenforceable,all other terms will remain in effect and enforceable.You authorize us to insert or correct missing or incorrect information on the Lease,including your proper legal name,serial numbers and any other information describing the Equipment.You have no right to terminate or prepay any Lease or any Payments. If you so request, and we permit,the early termination or prepayment of a Lease, you agree to pay a fee determined by us for such privilege.YOU HEREBY ACKNOWLEDGE AND CONFIRM THAT YOU HAVE NOT RECEIVED ANY LEGAL,TAX, FINANCIAL OR ACCOUNTING ADVICE FROM US OR ANY SUPPLIER.You shall furnish us with current financial statements, any other financial information and/or information regarding your business and its owners and affiliates as we may reasonably request from time to time.You agree to promptly execute and deliver to us such further documents, and take such further action as we may request, in order to carry out more effectively the intent and purpose of this Master Agreement and any Schedule and/or comply with laws or regulations applicable to us,you,the Equipment and/or the Lease.You acknowledge that we may incur out-of-pocket costs and expenses in connection with the transactions contemplated by each Lease, and accordingly agree upon our request to pay(or reimburse us for)the reasonable costs and expenses related to(a)filing any financing,continuation or termination statements; (b)any title and lien searches with respect to a Lease and the Equipment; (c)documentary stamp taxes relating to a Lease; and (d)procuring your and any Guarantor's certified charter documents and good standing certificates. Restrictive endorsements on checks you send to us will not reduce your obligations to us.We may charge you a return check or non-sufficient funds charge for any check that is returned by the bank for any reason (not to exceed the maximum amount permitted by law).You will notify us at least 30 days in advance of any proposed change in your legal name, your address,your type of legal entity or your state of incorporation or formation.Credit of your payments toward the amounts you owe on your Leases will not occur until final payment has cleared through your bank and may also be delayed if payment is not received at the correct payment address. You shall remit payments in the form of direct debit,wire transfers,or your company's checks.You agree that the fees and other amounts payable by you under this Master Lease and any Lease may include a profit to us. ANY AGREEMENT REACHED BY THE PARTIES ON THE SUBJECT MATTER HEREOF ARE CONTAINED IN THE MASTER LEASE AND THE APPLICABLE SCHEDULE,WHICH INCORPORATE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS THE PARTIES MAY LATER AGREE TO MODIFY IN A WRITING SIGNED BY US.ORAL AGREEMENTS OR COMMITMENTS TO MODIFY SUCH DOCUMENTS, OR TO FORBEAR FROM ENFORCING REPAYMENT OF THE SAME,ARE NOT ENFORCEABLE. HRM00012:1020:brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 3 of3 Equipment Schedule Power Lease Equipment Schedule Number 450-0038903-000 dated as of February 2, 2021 to Master Agreement Number 450-0038903 dated as of February 2, 2021 Name and Address of Lessee: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 "Master Agreement"means that certain master agreement between you and us which has been assigned an account number corresponding to the Master Agreement Number referenced above."Schedule" means this Equipment Schedule."Lessee"means the above referenced entity or sole proprietorship and any other entity or sole proprietorship listed as a Lessee in the signature blocks below, and is also referred to as"you"and"your." Each entity that signs below as Lessee agrees that its liability in connection with this Schedule is joint and several.The terms and conditions of the Master Agreement are incorporated into this Schedule, and together, this Schedule and the Master Agreement as it relates to this Schedule,constitute a lease ("Lease") between us and you for the Equipment described in this Schedule, provided however, that if the Lessor named below is not the lessor named in the Master Agreement, then,for purposes of the Lease evidenced by this Schedule,all references to the"lessor","we"or"us"in said Master Agreement shall be deemed to refer to the Lessor named below. "Payment"shall mean any"Payment"or"Lease Payment"as such term is defined in the applicable Master Agreement, and shall be in the amount set forth in Section B herein. Capitalized terms used but not defined herein shall have the meanings given to them in the Master Agreement. A. EQUIPMENT.Pursuant to the terms of the Lease,we agree to acquire and lease to you the Equipment fisted below: Qty Make Model Year Equipment Type Serial/Vin Number Annual Operating Hours/Miles 1 Bobcat 5600 2020 New Toolcat AHG818736 1,250 1 Bobcat SB200 78in 2020 New Snow Blower 713007156 0 Equipment Location: 216 E Park St, Mccall,ID 83638 Supplier of Equipment(Name): Barry Rental Inc,465 ADDISON AVE W,TWIN FALLS, ID 83301 THE PARTIES INTEND THIS LEASE TO BE A"FINANCE LEASE"UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC").YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. B. FINANCIAL TERMS _- 1. Term (No. of Months): 36 7. Purchase Option Price at end of Term(plus taxes): $23,089.06 2. Payment: 1 @ $13,500.00,35 @$1,015.52(plus applicable taxes)* 8. Approval Expiration Date: April 22, 2021 3. Frequency of Payment: Monthly(in Advance) 4. Administrative Fee: $400.00(will be included in your financed amount) 5. Advance Payment: $13,500.00 6. Lessee Purchase Order# (for invoicing purposes only): *In states assessing upfront sales tax and use tax, if you choose to include such tax amount as part of the Lease,your Payment,starting with the first invoice,will be adjusted to reflect such tax as a component of the total amount funded by us under this Lease. In other states, the applicable sales tax and use tax is charged on a periodic basis, and will be included on your invoice. If you are exempt from paying sales and use tax you shall provide to us a valid exemption certificate prior to the Commencement Date. C. APPROVAL EXPIRATION DATE.If the Commencement Date under a Lease does not take place on or before the Approval Expiration Date set forth above, we may either terminate the Schedule, in which case you will pay us all amounts we have paid on account of any Equipment,or extend the Approval Expiration Date, provided that in consideration of any such extension,we reserve the right to adjust the lease rate factor and your Payments to maintain our after tax economic yield and cash flow. However,no such modifications will be binding on you unless and until you execute the modified Schedule(or other document containing all such modifications). D. PURCHASE OPTION. Provided no default exists hereunder, upon not less than ninety(90)days prior written notice to us, at Lease expiration you will either(1) return all, but not less than all,of the Equipment; or(2) purchase all, but not less than all, of the Equipment AS-IS AND WHERE-IS, WITHOUT ANY RECOURSE TO OR WARRANTY FROM US,EXPRESS OR IMPLIED,for cash equal to the Purchase Option Price,plus applicable sales and use and other taxes. E. HOLDOVER RENT.If you do not purchase the Equipment at the end of the Term, extend the Term,or fully comply with the Lease return conditions,this Lease WILL CONTINUE ON A MONTH-TO-MONTH BASIS NOTWITHSTANDING ANY EXPIRATION, CANCELLATION OR TERMINATION OF THE TERM OF THIS LEASE and you will pay us the same Payments and other Lease charges as applied during the Term until the Equipment is returned to us or you pay us the applicable purchase price(plus applicable taxes)and the Payments shall be for the leasing of the Equipment and not be applied to the applicable purchase price.We may terminate such continued leasehold interest upon 30 days'notice to you. THIS SCHEDULE INCLUDES THE TERMS ON THE ATTACHED PAGE(S). THIS SCHEDULE SHALL NOT BE EFFECTIVE UNLESS AND UNTIL EXECUTED BY US. IN WITNESS WHEREOF,Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written. Lessor: BARRY RENTAL INC. Lessee: CA ID,C Y OF !l .....A:geaz...... Signature f authorized signer Sign u f author' igr� n (2i ck rt l j vt -Lim Rn\F~r <), G l,'� lf) } ►i C) \) i/ Print Name and Title I Print Name and Title HRM00014:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 3 F. ANNUAL OPERATING HOURS/MILES.You acknowledge that the Payment has been calculated on the assumption that each unit of Equipment will be operated annually during the Term for the number of Annual Operating Hours/Miles listed above and that the condition of the Equipment upon return to us shall comply with such assumption. In the event that you do not exercise the Purchase Option described herein,should it be determined that the actual number of operating hours/miles for any unit of Equipment(the"Total Operating Hours/Miles")exceeds the applicable"Total Permitted Operating Hours/Miles"(to be computed by dividing the Annual Operating Hours/Miles for such unit of Equipment by twelve and then multiplying such quotient by the number of months in the Term),you may,at our option,be required to pay upon demand for each such unit of Equipment, in addition to any other amounts due under this Lease: (i)the Excess Usage Charge; plus(ii) any and all repair costs which are deemed necessary by us, in our sole reasonable discretion,which are related to such excess usage; plus(iii) any applicable taxes.The"Excess Usage Charge" shall be calculated by us by subtracting the Total Permitted Operating Hours/Miles from the Total Operating Hours/Miles(rounded down to the nearest hour/mile) and multiplying such difference by the Excess Usage Hourly/Mileage Charge.The"Excess Usage Hourly/Mileage Charge"is an amount equal to the monthly Payment attributable to each unit of Equipment(or if the Payments during the Term are not equal,the average monthly Payment) multiplied by 12 and then divided by the Annual Operating Hours/Miles.In addition to the notice requirements otherwise provided in the Lease, you agree to promptly notify us of any malfunction of(as the case may be)the hobbs or hour/mileage meter. G. PROPERTY TAX ADMINISTRATION. UNLESS THE EQUIPMENT IS TITLED, WE WILL FILE ALL PERSONAL PROPERTY TAX RETURNS COVERING THE EQUIPMENT AND WILL PAY THE PERSONAL PROPERTY TAXES LEVIED OR ASSESSED THEREON AND YOU WILL, PROMPTLY UPON DEMAND, PAY TO US,AS SUPPLEMENTAL RENT, AN AMOUNT EQUAL TO THE PROPERTY TAXES PAID BY US. IF THE EQUIPMENT IS TITLED,YOU AGREE TO FILE ALL PERSONAL PROPERTY TAX RETURNS ON THE APPLICABLE EQUIPMENT AND PROMPTLY PAY ALL PROPERTY TAXES WHICH MAY BE ASSESSED AGAINST SUCH EQUIPMENT,AND IF WE REQUEST, PROMPTLY PROVIDE US WITH PROOF OF SUCH PAYMENT.As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a tax administrative fee equal to$12 per unit of Equipment(not to exceed 10 units of Equipment) per year during the Term, not to exceed the maximum permitted by applicable law. H. RETURN OF EQUIPMENT.If(1) a default occurs and we terminate the Lease, (2)you do not purchase the Equipment at the end of the Term, (3) you do not extend the Term,or(4)the Lease otherwise terminates,at your cost you will promptly(i)place the Equipment in good order and condition (except for ordinary wear and tear from normal use), (ii)cause the Equipment to be disassembled,deinstalled, inspected,tested and crated in accordance with the manufacturer's recommendations and any and all local,state and federal regulatory requirements then in effect, and (iii) immediately return the Equipment,freight and insurance prepaid,at your risk to any location and aboard any carrier we may designate in the continental United States. Any such Equipment will be accompanied by all accessories originally included with the Equipment,qualifies(if applicable) for continued maintenance under a manufacturer's service and maintenance contract, and includes the latest software release provided by the manufacturer or Supplier to you.You will continue to remit Payments until the first day of the month which follows the date the Equipment is received by us in the condition required by this Lease.You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with the Lease and any Return Conditions described below or for damages incurred in shipping and handling. In addition to the above provisions,you shall,at your expense,comply with the following return requirements. (a)At least 90 days and no more than 180 days prior to expiration or termination of the Lease: (i)ensure that the Equipment has been maintained,starts under its own power and is operating within manufacturer's specifications; and (ii) cause a manufacturer's representative or other qualified maintenance provider,acceptable to us, to perform a physical inspection and test of all the components and capabilities of the Equipment to ensure the Equipment conforms to the return provisions outlined herein. The results of the testing and appraisal,with necessary reconditioning,documenting that the Equipment meets the return conditions required herein are to be provided to us in a"Return Inspection Report"in form acceptable to us no later than 30 days prior to the return of the Equipment. In addition, if requested,you must make the Equipment available to us or our designee during regular working hours for a walk-around appraisal/inspection. If during such inspection the Equipment is found not to be in compliance with the above or any of the material or workmanship is found to be defective beyond ordinary wear and tear or the Equipment is not operating within manufacturer's specifications,then you shall make all necessary replacements and proper repairs at your expense, utilizing only original manufacturer approved parts and using generally accepted procedures to cause the Equipment to conform to the condition required herein. After corrective measures are completed,you will provide for a follow-up inspection of the Equipment by the manufacturer's representative or other qualified maintenance provider as outlined in the preceding clause. (b) (i)General Condition: You will maintain the Equipment in a condition and manner suggested by the original manufacturer as required to validate any warranty,normal wear and tear expected. With respect to each unit, no glass shall be broken,chipped or cracked, no upholstery shall have any cut, tear or burn, there shall be no unrepaired damage to exterior or interior materials(including but not limited to, cabs, lights,GPS and other accessories) that exceeds$250 and all decals, numbers,customer identification,glue and adhesives shall have been removed in a workmanlike manner,and so as to not detract from the overall paint and appearance of the Equipment. All usage meters must be free of damage and accurately reflect the actual number of hours on each item of Equipment. Frame and structural members including but not limited to loader arms, stick, booms, buckets, dump bodies,frame rails, overhead guards, load backrests,sheet metal and all ground engaging tools and all attachments will be structurally sound,without breaks, bends, cracks or missing teeth. Cooling, heating and lubrication systems shall not be contaminated and there shall be no leaking between systems. No battery shall have any dead cells,cracked case or be inoperative. All units must be able to move through normal speed ranges in both forward and reverse with no slipping or grabbing,steer normally right and left in both forward and reverse gears. All units returned will be cleaned and cosmetically acceptable,with all rust and corrosion properly removed and/or treated. All material (i.e. dirt, refuse,asphalt,gravel, etc.) must be properly removed from the Equipment and disposed of in accordance with all applicable federal, state and local laws and regulations. No electrical safety feature may be bypassed or disconnected. All internal fluids such as lube oil and hydraulic fluids are to be filled at operating levels and all filler caps are to be secured. (ii)Tires/Wheels/Tracks: All tires shall be of the same original size,type and manufacturer(or similar quality manufacturer if the original manufacturer no longer produces tires of that type) as upon delivery to you. The tires shall have no missing or damaged parts or gouges. All tires shall have a minimum of 50%remaining wear. Tires will not be re-treads. (iii) Mechanical Drive Train: If so equipped,the transmission/hydrostatic drive systems(including but not limited to differentials and final drives), will be in good condition and operate quietly without vibrations or leaks. (iv) Electric Drive Train: If so equipped,the electric drive system(including but not limited to alternators, generators,control systems and motorized wheels), shall have at least 50%time/wear remaining before the next overhaul or replacement as recommended by the manufacturer and published in standard maintenance manuals. (v) Undercarriage: If so equipped,the undercarriage(including sprockets, links, idlers, bogies, carrier and track rollers, pins and bushings and track shoes/pads)shall have at least 50%time/wear remaining before the next overhaul or replacement as recommended by the manufacturer and published in standard maintenance manuals. (vi) Engine: The engine must have been maintained in accordance with manufacturer's recommendations,including overhauling the engine as required. At the time of redelivery,the engine must have at least 50%time remaining before the next overhaul or replacement as recommended by the manufacturer and/or published in standard maintenance manuals. Determination of satisfaction of these specifications shall be made by subjecting the engine to standard industry testing to include(but not limited to) testing of the crankcase, manifold pressure,oil analysis, blowby tests and visual inspection of all external componentry, linkages, ducting,connections,harnesses belts and hoses. All tests shall be performed by a manufacturer authorized service center. (vii) Brakes:The brakes shall have at least 50%time remaining before the next overhaul or replacement as recommended by the manufacturer and/or published in standard maintenance manuals. No drums or other braking components shall be damaged or cracked or warped and each unit must stop safely with its service brake in both forward and reverse gears. (vill)Conveyors: If so equipped,all conveyors shall be straight within original manufacturer's specifications and tolerances. All belts and or drag chain assemblies shall be operable and shall have a minimum 50%wear life remaining. (ix)Screeds: If so equipped, all screeds shall be fully operable including but not limited to heating systems, vibration systems and screed plates. Power assist systems shall be fully operational. Automatic grade and slope devices shall be operable. (x) Booms/Mast: If so equipped,all booms/masts shall be straight and true within original manufacturer's specifications and tolerances. All standard rigging including sheaves, pendants,fairleads necessary for industry standard lift crane and boom trucks shall be returned with each unit. (xi)Hydraulic Equipment: All hydraulic pumps,cylinders and hoses must be fully operational with no leaks and capable of holding 80%of its rated system pressures with drift rates within manufacturer's specifications. (xii) Cutter Drums: If so equipped,cutter drums shall be fully operational with a minimum of 50%wear life remaining on the drum shell,end rings,flighting,tooth holders, and HRM00014:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 2 of 3 cutting teeth. The planetary drive shall be fully operational and without leakage or vibration. (xiii) Cutter Chains: If so equipped, cutter chains shall be fully operational with a minimum of 50%wear life remaining on the chain,tooth holders, and cutting teeth. (xiv) Cooling System: The radiator and cooling system will be free of leaks, punctures or holes, and be able to maintain unit in normal operating temperature range as specified by the original manufacturer, The electrical system will be in good operating condition with wiring free of cuts,breaks or cracks, and batteries being able to maintain a charge in accordance with the original manufacturer's specifications. (c) Each unit shall meet and conform to all applicable federal,state,and local health and safety laws and requirements, and, if applicable, have appropriate ANSI impaction certificates, permits and other certification necessary to operate the Equipment. Without limiting the foregoing,you shall maintain and provide to us written records of preventative maintenance and repairs, indicating date, and (hobbs) hour meter readings to show when such maintenance or repair work was performed. (d)YOU SHALL BE RESPONSIBLE TO RETURN THE EQUIPMENT FREE FROM CONTAMINATION OF ANY HAZARDOUS SUBSTANCE AND SHALL BE SOLELY RESPONSIBLE FOR ANY EXPENSES AND COSTS ASSOCIATED WITH THE CLEAN-UP THEREOF. FOR PURPOSES OF THIS LEASE,THE TERM "HAZARDOUS SUBSTANCE" SHALL MEAN AND INCLUDE ANY HAZARDOUS SUBSTANCE,HAZARDOUS WASTE,CONTAMINANT,TOXIC SUBSTANCE,AND/OR DANGEROUS GOODS WHICH IS/ARE REGULATED UNDER ANY ENVIRONMENTAL, HEALTH AND/OR SAFETY LAW, REGULATION, GUIDELINE,POLICY AND/OR BY-LAW, OR WHICH MAY FORM THE BASIS OF LIABILITY UNDER ANY SUCH LAW, REGULATION, GUIDELINE, POLICY AND/OR BY-LAW OR COMMON OR CIVIL LAW AND SHALL INCLUDE,WITHOUT LIMITATION,ASBESTOS, POLYCHLORINATED BIPHENYLS, UREA FORMALDEHYDE,AND/OR FLAMMABLE, EXPLOSIVE AND RADIOACTIVE SUBSTANCES, I. TAX BENEFIT AND TAX INDEMNIFICATION.You agree that this Lease has been entered into on the assumption that we will be entitled to certain tax benefits available to the owner of the Equipment.You agree to indemnify us for the loss of any income tax benefits caused by your acts or omissions inconsistent with such assumption or the Lease,This indemnity continues beyond the expiration or other cancellation or termination of this Master Agreement and any Lease and may be enforced by, and is for the benefit of us and our successors,assigns, affiliates,beneficiaries and all of our and such affiliates', beneficiaries',successors'and assigns'respective directors,shareholders,officers, employees, agents,predecessors, attorneys-in- fact and lawyers. ALL TERMS AND CONDITIONS ON THIS SCHEDULE ARE BINDING UPON THE PARTIES HERETO.To the extent of any conflict or inconsistency between this Schedule and the Master Agreement, this Schedule will prevail, but only with respect to the Lease created hereunder.This Schedule is not binding or effective with respect to the Master Agreement or Equipment until executed on behalf of us and you by authorized representatives. HRM00014:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 3 of 3 Non-Appropriation Addendum Agreement Number 450-08 '8903-000 dated as of February 2, 2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 This Addendum(this"Addendum") is entered into by and between Customer and Company.This A..endum shall be effective as of the effective date of the above-referenced Agreement. 1. INCORPORATION AND EFFECT.This Addendum is hereby made a part of,and inc. porated into, the Agreement as though fully set forth therein.As modified or supplemented by the terms set forth herein,the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the -.reement, the provision of this Addendum shall control. 2. GOVERNMENTAL PROVISIONS. Customer hereby represents,warrants and c-venants to Company that: (a) Customer intends, subject only to the provisions of this Addendum,to remit to Company all sums due and to become d - under the Agreement for the full term; (b)Customer's governing body has appropriated sufficient funds to pay all payments and other amou due during Customer's current fiscal period; (c)Customer reasonably believes that legally available funds in an amount sufficient to make all p. ments for the full term of the Agreement can be obtained; and (d) Customer intends to do all things lawfully within its power to obtain and mainta' funds from which payments due under the Agreement may be made, including making provision for such payments to the extent necessary in e. h budget or appropriation request submitted and adopted in accordance with applicable law. If Customer's governing body fails to appropriat: sufficient funds to pay all payments and other amounts due and to become due under the Agreement in Customer's next fiscal period ("Non-Appr..riation"), then (i)Customer shall promptly notify Company of such Non- Appropriation, (ii) the Agreement will terminate as of the last day of the fisca period for which appropriations were received, and (iii)Customer shall return the Equipment to Company pursuant to the terms of the Agreement. ustomer's obligations under the Agreement shall constitute a current expense and shall not in any way be construed to be a debt in contraventi• of any applicable constitutional or statutory limitations or requirements concerning Customer's creation of indebtedness, nor shall anything conta' ed herein constitute a pledge of Customer's general tax revenues,funds or monies. Customer further represents,warrants and covenants to Comp. y that: (a)Customer has the power and authority under applicable law to enter into the Agreement and this Addendum and the transactions con -mplated hereby and thereby and to perform all of its obligations hereunder and thereunder,(b)Customer has duly authorized the execution and deli -ry of the Agreement and this Addendum by appropriate official action of its governing body and has obtained such other authorizations,consen - and/or approvals as are necessary to consummate the Agreement and this Addendum, (c) all legal and other requirements have been met, a . procedures have occurred,to render the Agreement and this Addendum enforceable against Customer in accordance with their respective arms, and (d)Customer has complied with all public bidding requirements applicable to the Agreement and this Addendum and the transactions cont: plated hereby and thereby. 3. INDEMNIFICATION.To the extent Customer is or ay be obligated to indemnify, defend or hold Company harmless under the terms of the Agreement, any such indemnification obligation shall arise o to the extent permitted by applicable law and shall be limited solely to sums lawfully appropriated for such purpose in accordance with Section 2 above. 4. REMEDIES.To the extent Company's remedies or a Customer default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration sha be limited to amounts to become due during Customer's then current fiscal period. 5. CHOICE OF GOVERNING LAW. Notwithsta sing anything in the Agreement to the contrary, the Agreement and this Addendum shall be governed by,construed and enforced in accordance w' h the laws of the state in which the Customer is located. 6. MISCELLANEOUS.This Addendum, toget'er with the provisions of the Agreement not expressly inconsistent herewith,constitutes the entire agreement between the parties with respect to the • atters addressed herein,and shall supersede all prior oral or written negotiations,understandings and commitments regarding such matters. Compai y may in its sole discretion, accept a photocopy,electronically transmitted,facsimile or other reproduction of this Addendum as the binding an. effective record of this Addendum whether or not an ink signed copy hereof is also received by Company from Customer. IN WITNESS WHEREOF,Customer and Co pany have caused this Addendum to be executed by their duly authorized representatives as of the date first above written. Company: BARRY RENTAL INC. Customer: MCCALL ID, CITY OF Signature of authorized signer Signature of authorized signer Linda Stokes Print Name and Title Print Name and Title HRM00108:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Delivery and Acceptance Certificate Account Number 450-0038903-000 dated as of February 2,2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 The Account Number referenced above corresponds to the applicable schedule entered into under a master lease or loan agreement or an individual lease or loan agreement, as the case may be(the"Transaction")."Equipment"means the equipment and other property as described in the Transaction."BARRY RENTAL INC."and its successor and assigns is the lessor or lender under the Transaction,and is also referred to as"we","us" and'bur","Customer"means the above referenced entity or sole proprietorship and is the lessee or borrower under the Transaction and is also referred to as"you"and"your". Capitalized terms used but not defined herein shall have the meanings given to them in the Transaction.You hereby authorize us to insert or update the date set forth below with the best information we have available. Pursuant to the provisions of the Transaction identified above, as of the date set forth below you,hereby certify and warrant to us that: (a) all Equipment has been delivered and installed (if applicable)on the date set forth below; (b) you have inspected the Equipment, and all such testing as you deem necessary has been performed by you or the vendor/supplier or the manufacturer of the Equipment; and(c)you irrevocably accept the Equipment for all purposes of the Transaction. You further certify that as of the date hereof: (i)you are not in default under the Transaction; and (ii)the representations and warranties made by you pursuant to or under the Transaction are true and correct. You hereby direct us to pay the vendor/supplier of the Equipment and agree that an electronically transmitted copy of this document containing your signature may be treated as an original for all purposes, Customer: MCCALL ID,CITY OF ( �, , ' Signature u a�r�•nzed igngr AI.) . i:eski=greiites•-- Ze oer`- S�11es . l '6-,- Print Name and Title jfa at Date* *Date upon which the Equipment was delivered, installed,and accepted by Customer. HRM00044:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Insurance Form Wells Fargo Vendor Financial Services,LLC 500o Riverside Drive I Suite 30o East I Irving,TX 75039-4314 Account Number 450-0038903-000 dated as of February 2,2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 THIS FORM MUST BE COMPLETED BY THE CUSTOMER DIRECTIONS: PLEASE COMPLETE THE FOLLOWING AND RETURN WITH YOUR SIGNED TRANSACTION DOCUMENTS.Send a completed copy of this form to your Insurance Provider. 1. PROPERTY INSURANCE CARRIER INFORMATION, Name of Incur nce A ency: Name of Ag t: 1^ 1 1Cty�u�e�� ��yct�LrNlv � ht 0Gy) Mailing Address of Agency: Phone Number Agency: 1 � e1Qe6A-a a�� �. ,Cad , �1�, h coos �©c- - q5q Email Address of Agency: nA ar\-1 aD 44 h04)e c 2. LIABILITY INSURANCE CARRIER INFORMATION. Name of Insurance Agency: Name of Agent: SawL,e 1v-S ADO 'e Mailing Address of Agency: Phone Number of Agency: Email Address of Agency: IMPORTANT: Under the terms and conditions of your transaction, you are required to carry adequate insurance coverage on the leased/financed equipment. Make sure that your agent understands that you are financing or leasing the equipment and that your policy conforms with the following: ❑ Property or physical damage coverage for the replacement cost value of the equipment, WELLS FARGO VENDOR FINANCIAL SERVICES,LLC,its successors and assigns, must be named as Loss Payee. Maximum Deductible: $10,000.00 ❑ General Liability Coverage: Amounts of$1,000,000.00 per Individual Occurrence/Combined Single Liability Limit for Property Damage and Bodily Injury. WELLS FARGO VENDOR FINANCIAL SERVICES, LLC, its successors and assigns,to be listed as additional insured."Claims-Made Policies"are NOT acceptable. ❑ Insurance coverage to be applicable to all Equipment leased or financed by WELLS FARGO VENDOR FINANCIAL SERVICES,LLC and all accessories, accessions, replacements, additions,substitutions, add-ons and upgrades thereto, and any proceeds therefrom, Insurance Inquires should be made to Customer Service at 866-940-3303 Please send an ACORD FORM 25,an ACORD FORM 27 or ACORD FORM 28 (as applicable)evidencing adequate insurance coverage to: WELLS FARGO VENDOR FINANCIAL SERVICES,LLC Attention: Insurance Department PO Box 35702 Billings,MT 59107 Fax:888-810-4101 By completing and returning this form to WELLS FARGO VENDOR FINANCIAL SERVICES,LLC("Lessor/Lender"),you authorize Lessor/Lender to contact the insurance agencies identified above and further authorize the agencies to issue insurance certificates complying with the above requirements to Lessor/Lender. HRM00048:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Required Information Form Wells Fargo Vendor Financial Services,LLC 500o Riverside Drive Suite 300 East I Irving,TX 75039-4314 Account Number 450-0038903-000 dated as of February 2, 2021 DIRECTIONS: Complete the following information and return it with your signed documents. Please be sure to fill in all items; mark"N/A"as appropriate. Customer Name: MCCALL ID,CITY OF Federal Tax ID Number:XXXXX0223 Purchase Order Number(if required on invoice): Expiration Date: Billing Address: 216 E Park St,Mccall,ID 836 Accounts Payable Contact(Required):r �� Email Address: af - �,f��! (�d W1('d(4 )1 r 1 d=Ld 5 Phone Number(Required): 20CS- 193 Lf C.1 The Billing Address stated above is correct. OR ❑ Change the Billing Address to: Street _City _ State: Zip Code: Equipment Contact(toverify Equipment delivery and acceptance): Email Address:.W 0 . t ! OA-(I Lai 1 CI iris Phone Number(Required): ac.'r . _ (03 Equip�m nt Location: 216 E Park St,Mccall,ID 83638 LJ The Equipment Location stated above is correct.Indicate County the equipment is located in: \)a.\\ (� OR ❑ Change the Equipment Location to: Street _City State Zip Code County (If multiple locations,attach a list of equipment/VINs by City,State and County indicating where each piece of equipment or vehicle is located) Sales/Use Tax If you are tax exempt, we must have a copy of your exemption certificate prior to funding.Please forward a copy along with the return of the signed lease documents. If you are exempt and an exemption is not received,we are required to pay any required upfront sales tax (and you will reimburse us)or include tax on your monthly lease payment. Please indicate your tax status below: LEr-I am EXEMPT and have enclosed my tax exemption certificate and/or resale certificate. OR ❑ I am NOT tax exempt. To ensure timely processing of each payment invoice PLEASE MAKE YOUR PURCHASE ORDERS OUT TO WELLS FARGO VENDOR FINANCIAL SERVICES.LLB Your invoice will be mailed approximately 30 days in advance of your payment due date. Notice:To help the government fight the funding of terrorism and the money laundering activities,U.S.Federal law requires financial institutions to obtain,verify and record information that identifies each person(individuals or businesses)who opens an account.What this means for you: When you open an account or add any additional service,we will ask you for your name,address and taxpayer identification number that will allow us to identify you.We may also ask to see other identifying documents. HRM00052:1020:Brink:02022021:L5-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Invoice Wells Fargo Vendor Financial Services,LLC 500o Riverside Drive I Suite 30o East J Irving,TX 75039-4314 Account Number 450-0038903-000 dated as of February 2, 2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 Dated: February 2, 2021 Attention:Accounts Payable Purchase Order#: DOWN PAYMENT AMOUNT: $13,500,00 ADVANCE PAYMENT AMOUNT: $13,500.00 ADMINISTRATIVE FEE: $400.00 TOTAL: $27,400.00 EQUIPMENT DESCRIPTION: Annual Excess Usage Serial/VIN - Operating Hourly/Mileage Qty Make Model Year Equipment Type Number Hours/Miles Charge 1 Bobcat 5600 2020 New Toolcat AHG818736 1,250 1 Bobcat SB200 78in 2020 New Snow Blower 713007156 0 Equipment Location: 216 E Park St,Mccall,ID 83638 Term (No.of Months): 36 PAYMENT OF THIS INVOICE MUST ACCOMPANY THE EXECUTED TRANSACTION DOCUMENTS PLEASE MAKE CHECK PAYABLE TO: WELLS FARGO VENDOR FINANCIAL SERVICES, LLC ELECTRONIC CHECK PROCESSING: If you would like us to process the check electronically, please mail/fax a copy of the completed and signed check with signor's name and title printed below the signature and confirm your authorization by signing below. For the purpose of expediting the commencement of the transaction contemplated by the enclosed documents, you hereby grant us and our agent the right to, at our option, process any check received from you electronically by transmitting the amount of the check,the routing number, account number,check serial number and other information appearing on the check to our bank. If we choose to utilize this option, by submitting a check(in original or copy form) for payment, you authorize us and our agent to process such payment through Automated Clearing House("ACH") Network electronic fund transfer transactions and initiate an ACH debit from your bank account. If you send us a copy of the check for electronic processing, you should retain the original check for your records. If you send us an original check that we or our agent have/has processed electronically,we will stamp the original check"paid"and will, at your request, return or destroy the stamped check. For electronic check processing, please sign here: HRM00040:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Online Account Management Wells Fargo Vendor Financial Services,LLC 500o Riverside Drive I Suite 300 East I Irving,TX 75039-4314 The MyAccounts website offers comprehensive services that help your business build and maintain a successful company. Enjoy the benefits of electronic billing, 24/7 on-demand access to customer account information, electronic payment options,and more. Highlights: • View current and historical invoices throughout the life of the transaction • Submit or schedule online payments and set up recurring payments • Sign up for paperless invoicing • View payment histories and invoice summaries • Register for payment application notifications • View and modify equipment details • Request a W9 or billing address changes • Create reports relevant to your business • Ask questions and chat directly with the Customer Care team How to register: To register for MyAccounts,follow these quick steps: 1. Visit myaccounts.wellsfarga.com and click on"Register Now". 2, You'll need your billing ID or account schedule number and billing zip code, found on your invoice. 3. Follow the prompts to include your contact information and select a User ID. 4. A validation code will be sent to you. Input the validation code into the prompt. 5. Lastly, you will select a password. Once your password has been selected, you can continue to the home page. Existing customers can call the number below to complete pre-registration by phone. Talk with us today to learn more. 888-422-6485 m ya cco u nt s.we l l sfa rg o.co rn HRM00058:1020:Brink:02022021:LS-4869017:TLS-1802759 Manual 3-3597862649 Page 1 of 1 Notice of Assignment Wells Fargo Vendor Financial Services,LLC 5OOo Riverside Drive I Suite 3Oo East I Irving,TX 75039-4314 Account Number 450-0038903-000 dated as of February 2,2021 Name and Address of Customer: MCCALL ID,CITY OF 216 E Park St Mccall,ID 83638 Please be advised that BARRY RENTAL INC. ("Assignor") as of the commencement date of the above referenced account(the "Transaction") sells to Wells Fargo Vendor Financial Services, LLC ("WFVFS ") all of its right, title and interest in and to: (i) the Transaction; (ii) all rights and remedies under the Transaction; (iii) the equipment subject to the Transaction; and, (iv) all payments and other amounts due and to become due under the Transaction, but none of its obligations under the Transaction or related documents. All terms and conditions of the Transaction will remain in full force and effect. All correspondence and questions regarding maintenance and performance of the equipment should be directed to Assignor. You are obligated to pay all rent and other payments due and to become due under the Transaction to WFVFS at the remit to address on your invoice. All correspondence and questions in regard to your payments should be directed to Customer Service at PO Box 3083,Cedar Rapids,IA 5 24 06-3 0 83; phone 888-652-2279. Full Assignment Notification Rev 01/14 Non-Appropriation Addendum Lessee/Renter/Customer: City of Purchase-Lease Agreement McCall, Idaho Dated: Wells Fargo Vendor Financial Services, Lease, rental or contract application#: LLC This Non-Appropriation Addendum (this "Addendum") is made by and between the above-referenced lessee, renter or other customer ("City") and the above- referenced lessor("Lessor") this day of , 2020. Introduction: City and Lessor are simultaneously herewith entering into the above-referenced lease, rental, or other agreement (the "Lease"); and City and Lessor wish to modify and/or supplement the terms of the Lease, as more particularly set forth herein below. This Addendum shall be effective as of the same date as the Lease (the "Effective Date"). 1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Lease as though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Lease shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Lease, the provision of this Addendum shall control. In entering into this Addendum, it is the intent of City and Lessor to conform the terms and conditions of the Lease to the requirements of all applicable federal, state and local laws, rules and regulations relating to governmental entities and public Equipment Lease Non-Appropriation Addendum Page 1 finance. If any term or condition of this Addendum is unenforceable or unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Lease. 2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Lease. As used in this Addendum, the following terms shall have the following-described meanings: "Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods" or "Property" (or a similar term) as defined and used in the Lease. 3. Non-Appropriation of Funds. City hereby represents, warrants and covenants to Lessor that: (a) City intends, subject only to the provisions of this Section 3, to remit to Lessor all sums due and to become due under the Lease for the full multi- year term thereof; (b) City's governing body has appropriated sufficient funds to pay all amounts due to Lessor during City's current fiscal period; (c) City reasonably believes that legally available funds in an amount sufficient to make all such payments for the full multi-year term can be obtained; and (d) City intends to do all things lawfully within its power to obtain and maintain funds from which all such payments to become due during the full multi-year term of the Lease, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of City's governing body. In the event City's governing body fails to appropriate sufficient funds Equipment Lease Non-Appropriation Addendum Page 2 to make all payments and pay other amounts due and to become due during City's future fiscal periods, City may terminate the Lease as of the last day of the fiscal period for which appropriations were received (an "Event of Non-appropriation"). City agrees to deliver notice of an Event of Non-appropriation to Lessor at least 30 days prior to the end of City's then-current fiscal period, or if an Event of Non-appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non- appropriation and to return the Goods pursuant to the return requirements stated in the Lease on or before the effective date of termination. City and Lessor understand and intend that City's obligation to make payments and pay other amounts due under the Lease shall constitute a current expense and shall not in any way be construed to be a debt, obligation, or liability in contravention of any applicable constitutional or statutory limitations or requirements concerning City's creation of indebtedness, nor shall anything contained herein constitute a pledge of City's general tax revenues, funds or monies. 4. Additional Representations, Warranties and Covenants of City. In addition to the other representations, warranties and covenants made by City as set forth in the Lease, City hereby represents, warrants and covenants to Lessor that: (a) City has the power and authority under applicable law to enter into the Lease and this Addendum and the transactions contemplated herein and therein and to perform all of its obligations hereunder and thereunder, (b) City has duly authorized the execution and delivery of the Lease and this Addendum by appropriate official action of its Equipment Lease Non-Appropriation Addendum Page 3 governing body and has obtained such other authorizations, consents and/or approvals as are necessary to consummate the Lease and this Addendum, (c) all legal and other requirements have been met, and procedures have occurred, to render the Lease and this Addendum enforceable against City in accordance with their terms, and City has complied with such public bidding requirements as may be applicable to the Lease and this Addendum and the transactions contemplated herein and therein, (d) upon Lessor's request, City will provide Lessor with a copy of City's current financial statements within 150 days after the end of each fiscal period, and (e) during the term of the Lease, unless and until the Lease is terminated in accordance with Section 3 above, City shall provide to Lessor, no later than 10 days prior to the end of each fiscal period, with current budgets or other proof of appropriation for the ensuing fiscal period, and such other financial information relating to City's ability to continue the Lease, as Lessor may request. 5. Indemnification. To the extent City is or may be obligated to indemnify, defend or hold Lessor harmless under the terms of the Lease, any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited solely to sums lawfully appropriated for such purpose in accordance with Section 3 above. 6. Remedies. To the extent Lessor's remedies for a City default under the Lease include any right to accelerate amounts to become due under the Lease, such acceleration shall be limited to amounts to become due during City's then current fiscal Equipment Lease Non-Appropriation Addendum Page 4 period. In the event that City is obligated to return the Goods to Lessor, the same shall be done at City expense so long as the destination is not more than 100 miles distant from the City of McCall, Idaho; otherwise, Lessor shall pay the expense of transportation to the destination designated by Lessor. After an Event of Non- appropriation, so long as the lease payment for the then current fiscal year has been paid, upon delivery of the Goods in the manner prescribed and so long as the Goods shall be in the same condition as when received by City (ordinary wear and tear excepted) and is in good operating order and maintenance as required in the Lease, City's obligation to Lessor shall be deemed satisfied. To the extent that the Lease contains a limitation of remedies clause restricting remedies available to the City, such limitation shall be subject to Article 8, Section 4, of the Idaho Constitution. 7. Tax warranties. Notwithstanding anything in the Lease to the contrary, City makes no warranties regarding whether any portion of the lease payments are interest or that the interest is exempt from taxation because of City's governmental status. City will and does warrant that it is a municipal corporation organized under the laws of the state of Idaho, and will complete any IRS or other tax agency forms that Lessor directs so long as the information sought and factual representations to be made on the forms can be made accurately within the format of the forms. City reserves the right to include any explanation of data that City deems necessary to avoid misrepresenting any facts on said forms. A determination by any taxing authority that the lease payments, or any part of the lease payments, are includable in Lessor's gross Equipment Lease Non-Appropriation Addendum Page 5 income shall not constitute a default under the Lease and will not result in any increase in amounts payable under the lease. 8. Accessions and attachments. Notwithstanding anything in the Lease to the contrary, any accessions or attachments made to the Goods by the City are not part of the Goods, and are not part of the Lease unless the accessions or attachments are provided by Lessor or Lessor's affiliate and are part of the description of the Goods contained in the lease, or, are bona fide replacements of original equipment integral to the Goods at the time of delivery to the City. At termination of the Lease, before the Goods are returned to Lessor, City will remove any accessions or attachments it has affixed to the Goods and will repair any damage to the Goods occasioned by the removal of the same. 9. Preservation of right of offset. Notwithstanding anything in the Lease to the contrary, City retains the right to offset against amounts due under the Lease any defense, claim, setoff, or counterclaim or other right, existing or future, which City may have against the Lessor, or the entity that supplied the Goods. 10. Insurance. Notwithstanding anything in the Lease to the contrary, Lessor shall not be City's attorney in fact in any way or for any reason including but not limited to insurance. City shall not be obligated to assign any insurance policies, titles, rights or benefits to Lessor. The City shall name the Lessor as a loss payee on the insurance coverage for the leased personal property. City shall have no obligation to add the Lessor as an additional named insured because the City's insurer prohibits Equipment Lease Non-Appropriation Addendum Page 6 such addition. 11. Opinion letter by Counsel for City. The opinion letter, if any, required by Lessor from counsel for the City shall only require that counsel opine on: 1) whether the City is duly organized and legally existing as a political subdivision under the Constitution and laws of the state of Idaho; 2) whether the Lease has been duly authorized, executed and delivered by the City and, subject to any applicable bankruptcy, insolvency, moratorium, or other limitations found in Idaho law, is enforceable against City in accordance with its terms; 3) whether there is any litigation pending or, within counsel's best knowledge, threatened which seeks to restrain, enjoin, or in any other way challenges the authority of City to enter into the Lease or make an appropriation for payment of an annual lease payment; and 4) whether the Lease has been authorized, approved, and executed in accordance with all applicable open meeting, public records, and public bidding laws. No further opinions shall be required unless Lessor is willing to fully and adequately compensate counsel for the additional requested opinions and the liability thereby assumed. 12. Governing Law and Forum. Notwithstanding anything in the Lease to the contrary, the Lease and this Addendum shall be governed by, construed and enforced in accordance with the laws of the state of Idaho, and any proceedings related to the lease will be adjudicated in state or federal court in Idaho. 13. Miscellaneous. This Addendum, together with the provisions of the Lease not expressly inconsistent herewith, constitutes the entire agreement between Equipment Lease Non-Appropriation Addendum Page 7 the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same agreement. A facsimile or other copy of this Addendum with facsimile or copied signatures shall have the full force and effect of the original for all purposes, including the rules of evidence applicable to court proceedings. IN WITNESS WHEREOF, the Lessor and Lessee do execute this Lease Addendum the day and year written above. Lessee: City of McCall, Idaho By�M Robert S. Giles, Mayor Attest: . v(! BessieJo agner, City lerk Lessor: Wells Fargo Vendor Financial Services, LLC By Name/Title Equipment Lease Non-Appropriation Addendum Page 8