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HomeMy Public PortalAboutBSFS Equipment Leasing 11-6-09 BSFS EQUIPMENT LEASING 11/06/2009 City Of Tybee Island Po Box 2749 Attn : Mary Hogan, Finance Dir, City of Tybee - Tybee Island, GA - 31328 Fax : (912) - 786 - 9465 Re: Offer to Renew Term Lease Master Agreement and Term Lease Supplement ( "Equipment ") for Lease Agreement Number(s) associated with Lease Number(s) 7216307 - 001 (the "Lease ") Dear Mary Hogan, Finance Dir, City of Tybee -: BSFS EQUIPMENT LEASING is pleased to be able to offer your company the opportunity to renew the equipment associated with the above Lease Number(s). As a service to you, we have taken this opportunity to list the following option(s) for your consideration: ❑ Renew the Lease with an option to purchase the equipment for a $1 at end of term. This option may enable you to lower your current Monthly payment of $454.78 and use your cash for other opportunities. We have outlined several Renewal options: Renew the Lease for 6 months @ $394.82 per month plus taxes Renew the Lease for 9 months @ $266.48 per month plus taxes Renew the Lease for 12 months @ $202.33 per month plus taxes Please note monthly payment for all option(s) exclude currently due property taxes. Pricing Adjustment: The monthly payment set forth above is indicative of today's pricing only and therefore may be adjusted by Lessor at its sole discretion for any reason, in any amount and at any time prior to the Effective Date and Lessor will notify Lessee of any such adjustments. Other flexible financing terms may be available. Please feel free to call us at (203) 749 - 6299. If you accept this option, this renewal agreement shall be effective as of 11/06/2009, with the first rent due by 12/20/2009, payable in Advance, provided no event of default has occurred and is continuing under the Lease on such date. Except for rent, the length of the Lease term, $1.00 purchase option, and the terms on page 2 of this letter, which are incorporated herein by reference, all other terms and conditions of the Lease remain unchanged and in full force and effect. )(Purchase the equipment for $2,407.17 Payments Due: $454.78 Equipment Sale Price: $1,865.76 Property Tax: $86.63 If you select the purchase option, you will be invoiced for the purchase price plus any applicable taxes and other amounts outstanding under the Lease. Payment must be received by 12/01/2009. Payments received after this date will be subject to additional charges. "The Buyout Amount Reflected on this Quote (both the cash purchase offer and the renewal offer) may not Include Property Taxes and other cost of ownership charges that have not yet been billed to BSFS EQUIPMENT LEASING. BSFS EQUIPMENT LEASING reserves the right to collect all taxes, fees and charges billed to BSFS EQUIPMENT LEASING after the date the Buyout is paid or the Renewal is effective." Please select your option, sign the acknowledgment below, and fax this to attention Invoicing Dept. at 1- 866 - 867 -0646 on or before 11/13/2009 ( "Deadline "). If you elect the purchase option, the equipment is sold AS IS, WHERE IS with ALL FAULTS and no expressed or implied warranties of any kind are made. If we do not receive your selection and acknowledgement on or before the Deadline, the Lease will continue in effect in accordance with its current terms and conditions. If you have any questions, please contact me directly at (203) 749 - 6299. Sincerely, 1— AC OWLEDGED AND AGREED TO ON / 9 (DATE) BSFS EQUIPMENT LEASING 1 3 � n ) Margaret Scalera BY +s. TITLE, _ Alt' U...._ Portfolio Analyst Offer To Purchase Page 2 of 3 • BSFS EQUIPMENT LEASING 7216307 - 001 You understand that the Equipment may be purchased for cash (the "Equipment Cost ") or it may be purchased pursuant to this Amendment for a time price equal to the Monthly Rent Payment times the Number of Months set forth above (the "Time Price "), and by executing this Amendment you have chosen to purchase the Equipment for that Time Price. Each Monthly Rent Payment includes a part of our investment in the Equipment Cost and a return on our investment. The total return on our investment (the total finance charge) may be determined by deducting the Equipment Cost from the Time Price. The rate of return (finance rate) may be determined by deducting the Security Deposit (if any) from the Equipment Cost and then applying, to the amount so determined, the rate that will amortize that amount down to zero by applying, as payments, the Monthly Rent Payments. For purposes of that amortization, each Monthly Rent Payment will be considered received on the date it is required to be paid under this Amendment. This paragraph controls over every other part of the Lease and over all other documents now or later pertaining to the Lease. We both 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. Any part of the Lease that could, but for this paragraph, be read under any circumstance to allow for a charge higher than that allowable under any applicable legal limit, is limited and modified by this paragraph to limit the amounts chargeable under the Lease to the maximum amount allowed under the legal limit. If in any circumstance, any amount in excess of that allowed by law is charged or received, 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 owed under the Lease, or refunded to you. If you sign and transmit this Agreement to us by facsimile, the facsimile copy as received by us shall be binding against you as if it were manually signed. However, no facsimile or other version of this Agreement shall be binding against us until manually signed by us. You agree to deliver the facsimile version of any counterpart of this Agreement with your original signature upon our request. ACKNOWLEDGED AND AGREED TO ON (DATE) BY (Initials) Offer To Purchase Page 3 of 3 BSFS /GE CAPITAL EQUIPMENT LEASING Margaret Scalera Sr. Portfolio Analyst Telecom Leasing Phone: (203) 749 6299 URGENT./ Needyourresnonsebv Email: Margaret.scalera @ge.com deadline ind /cared /n /ettef Dear Lessee: At this time, we would like to CLOSE DOWN YOUR LEASE for phone /data equipment with a buyout to own the equipment as attached. You can choose either a straight buyout by choosing the "purchase" box, Or, choose the stretch pay option(s) whereby 100% of your monthly payment will go towards the buyout price and at the end, you will OWN the equipment and we can close down the lease. If you wish to KEEP the equipment, please choose one of the options on the attached letter, sign, and fax back to 866 867 0646 - the invoice dept. If you choose to pay the buyout with one payment, you will be faxed an invoice upon receipt of your signed acknowledgement letter. If you choose a stretch option, we will set you up with the number of pmts you choose and the lease will automatically close down. If you have any questions, my email address is above. The deadline is important so you don't incur additional monthly charges over what is noted in the buyout letter. Thank you! ZZ'SOdd bEe9£860bS1 +6 £S :II £00Z S0 Nflf INVOICE INVOICE No, 2403962 CUSTOMER No. 3332 • I CO I BELLSOUTH INVOICE DATE 05/21/03 BellSouth Communication Systems ALSO TO MULLED: • BSFS /GE CAPITAL TELECOM CITY OF TYBEE ISLAND 10 RIVERVIEW DRIVE 78 VAN HORNE AVE A UN: URY, CT 06810 YLVIA HADIR TYBEE ISLAND, GA 31328 Repair Inquiries To: 1- 800 - 925 -2525 PR mcnt Inquiries To: 1 -800 -934 -2552 Purchase Order Number -- IC Terme Order Number 7216307001 css Net Due Upon Receipt of Invoice 51611066 Product Quantity Code Description Unit Price Extended Price Lease Agreern nt#: 7216307 -001 1 832426 BCM 3.0 BCM200PLATFORM 3,549.60 3,549.60 OTRKIOSt prts/v.90 /21an wISINGLE PS 1 838250 BCM 8 —PORT CL1D TRUNK MSM 943.20 943.20 1 832430 BCM 32+ DIGITAL STATION 943.20 943.20 MEDIA BAY MODULE 1 866029 BCM VOICE MESSAGING 16 SEAT 1,483.20 1,483.20 SW AUTH CODE (BCM ONLY) 1 866028 BCM VOICE MESSAGING 8 SEAT 813.60 813.60 SW AUTH CODE (BCM ONLY) 1 13865406 CS 10 900MHZ AMP & HEADSET 388.94 388.94 AND HANDSET LIFTER 1 828578 PLANTRONICS HL1 HANDSET 87.14 87,14 LIFTER FOR THE CA10 OR CSI 2 831728 M7324 SET — BLACK (BRANDED) 248.40 496.80 13 837574 T7316 182.88 2,377.44 SET— CHARCOAL,BELLSOUTH BRANDED 1 796131 DOORPHONE W /STEEL FACEPLA 234.00 234.00 STAINLESS STEEL FACEPLATE CCNTINU.E1.) ate 'ee o 'a Der • oat "t le esess • on t an a • nvoace :8 lance not .1. "1t 111 r1 lays o e nvo ce 1 8I0 Q BELLSOUTH 61 INVOICE DATE: 05/21/03 0000333202403962000015682221 INVOICE NUMBER: 2403962 PLEASE REMIT PAYMENTS TO: INVOICE TOTAL: $ 15,682.22 BELLSOUTH COMMUNICATION SYSTEMS CUSTOMER NAME: BSFS /GE CAPITAL TELECOM P.0 BOX 79045 BALTIMORE, MD 21279 -0045 CUSTOMER NUMBER: 3332 To Ensure Proper Credit Please Remit Stub and Make Check Payable to BellSouth Communication Systems EE'd 1:78Z9£860PS1 +6 H1f10S - ma 0£:11 E @Z- S0 -Nnr 2E ' 30dd b8E92860VST+6 bS : T T 200E S0 Nflf INVOICE INVOICE No 2403962 CUSTOMER No. 3332 BELLS0 V TH INVOICE DATE 05/21/03 BellSouth Communication Systems BELLIED TO: INSTALLS(): BSFSIGE CAPITAL TELECOM CITY OF TYBEE ISLAND 10 RIVERVIEW DRIVE 78 VAN HORNE AVE ATTN:DVF NSG OPS /SYLVIA HADIR TYBEE ISLAND, GA 31328 DANBURY, CT 06810 Repair Inquiries To: 1-800-925-2525 tyment Inquiries Too 1-800-934-2552 Purchax Order Number !.CT Terms - Order Number 7216307001 css Net Due Upon Receipt of Invoice 51611066 j .._. Product Quantity Code Description Unit Price Extended Price 1 796132 DOORPHONE OPENING CONTROL 133.20 133.20 CONTROLLER 8 302520 PROTECTOR CO /2500 ANALOG 15.91 127.28 6AP 1 302516 GROUND BAR 1 PER MI BLIP 8.42 8.42 TIP AND RING 1 862404 200 VA 135 WATT UPS 15 406.52 406.52 MINUTES FLOOR MOUNT 1 169230 POWER STRIP FI MOD SYSTEM 21.60 21.60 6 OUTLETS 4 SV2TRN CUSTOMER TRAINING - ONE 0.00 0.00 HOUR BCS PROVIDED 15 WIRUSE REUSED WIRING CHARGES 0.00 0.00 1 832489 BCM WALL MOUNT KIT FOR 93.60 93.60 BCM400,200,1000 HARDWARE PLTFRMS 1 SV2VST PREMISE VISIT 0.00 0.00 1 FREIGHTI Freight Charges 143.30 143.30 1 LB Total labor 3,431.18 3,431.18 SUBTOTAL 15,682.22 TAX 0.00 TOTAL 815,682.22 e ee o 'e per on " . e so . • on e • npat. vat :11 Once no ' 1. "tt to . + e at's o e mitt + ate Q BELLSOUTI-r INVOICE DATE: 05/21/03 0000333202403962000015632221 INVOICE NUMBER: 2403962 ' PLEASE REMIT PAYMENTS TO: INVOICE TOTAL: 815,682.22 BELLSOUTH COMMUNICATION SYSTEMS CUSTOMER NAME: BSFSIGE CAPITAL TELECOM P.O BOX 79045 BALTIMORE, MD 21279 -0045 CUSTOMER NUMBER: 3332 To Ensure Proper Credit Please Remit Stub and Make Check Payable to BellSouth Communication Systems £E'd PBE92860t'ST+6 H1flOS 1138 0 :TT 2002 —SO -Nlf 04/21/2003 10:37 9127864003 TYBEE POLICE DEPT PAGE 04 BSFS Equipment Leasing Lease Agreement Lessee Information Lessee Name: CITY OF TYBEE ISLAND Lease Agreement No.: 7216307 -001 Address: 78 Van Horne Ave Fed Tax Id /SSNo.; v -f - O.4 City. Tybee Island `) state: GA Zip: 31328 Lessee Phone: 912-786-5600 Lessee Fax: 912 - 786 -4003 Contact: William Moseley Contact Email Address: Structure and Payment Information initial Term (in months) 36 Purchase Option FMV System Price $15,817.60 Advance Rent: 1 @ $458.71 = $458.71 Upfront Sales /Use Tax $0.00 Monthly Rent: 35 © $458.71 Buyout $0.00 Other Description: N/A — i► Other $0.00 Rent includes any sales and /or use taxes imposed by any taxing authority at the commencement of this Lease but excludes sales and /or use taxes on the Rent payments. Total Price $15,817.60 System and Supplier Information System Description: BCM 200 With call Pilot Voice Mall System Location; 78 Van Horne Ave City: Tybee Island State: GA Zip: 31328 • System Location; City' State: Zip: Supplier Name: BELLSOUTH COMMUNICATION SYSTEMS, LLC Contact: Todd Williams Address: 5405 WINDWARD PARKWAY Phone: 678- 893 -5653 City: ALPHARETTA State: GA Zip; 30004 • LESSEE'S OBLIGATIONS UNDER THIS LEASE, SPECIFICALLY ITS NON •CANCELLABLE OBLIGATION TO PAY RENT AND OTHER SUMS DUE HEREUNDER. ARE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SETOFF, DEFENSE, RECOUPMENT OR COUNTERCLAIM FOR ANY REASON WHATSOEVER. Since Lessee hes. retained (In Section 1 of rhIe Leese) Its rights under the Supplier Agreement (other than tttlel as won as ail warrantios extended by Supplier. Lessee may have rights thereunder. Leeaee may contact the Supplier for a description of any such rights or warranties. Lessee will pursue any claim It has directly against the Supplier or manufacluror and not against Lessor. LESSEE HAS SELECTED THE MANUFACTURER AND SUPPLIER AND AGREES LESSOR IS NOT A MANUFACTURER, SUPPLIER OR INSTALUFR OF THE SYSTEM. NO SALESPERSON OR REPRESENTATNE OF THE MANUFACTURER OR SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO CHANGE ANY TERM OF THIS LEASE. LESSOR MAKES NO REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED. AS TO ANY MATTER WHATSOEVER INCLUDING. WITHOUT LIMITATION. THE DESIGN, QUALITY, MATERIAL, OPERATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE LEASES THE EQUIPMENT AND SUBUCENSES THE SOFTWARE "AS4S ". IN NO EVENT SHALL LESSOR SE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM USE OF THE SYSTEM OR OTHERWISE EXCEPT FOR DIRECT DAMAGES FOR LESSOR'S BREACH OF THIS LEASE OR DIRECT DAMAGES FOR PERSONAL INJURY AND PROPERTY DAMAGE CAUSED SOLELY BY LESSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PARTIES INTEND THAT THIS LEASE BE A "FINANCE LEASE" UNDER ARTICLE 1A OF THE UCC. TO THE EkTENT PERMITTED BY LAW, LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE THEREUNDER. LESSEE REPRESENTS AND WARRANTS THE SYSTEM WILL SE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSES. THIS LEASE 1S GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE AND JURISDICTION AND VENUE SHALL BE WITH THE FEDERAL COURTS OF THE MIDDLE DISTRICT OF TENNESSEE AND STATE COURTS SITTING IN WILLIAMSON COUNTY, TENNESSEE. BOTH PARTIES KNOWINGLY WAIVE ALL RIGHTS TO JURY TRIAL LESSEE SHOULD CAREFULLY READ ALL OF THE TERMS OF THIS LEASE INCLUDING THOSE ON PAGES TWO THROUGH FOUR. THIS LEASE WILL NOT BE BINDING ON LESSOR UNTIL LESSOR SIGNS BELOW. Less• 7. S Equ'•ment Lea Lessee CITY OF TYBEE ISLAND • h'vision eral p tlon B y___ ___. - / By V �__� ) • • , ' eMry�e Ewa AyIho I,ed Rot prom antn tiv* Print Name_____ ! —��� ^_ Print Name O ?�3 - ' YYrs C_ • Tltio !� _— . Date 6 L t? Title V_ L. _______ Date V 1 _ r•1conAtr4;AnvrPMr71 h, ofTuhnn 774RRn7.CWCT VA.( ri. Phn rirr • 1170 Mg v c "/ ! " 0, 2/ 4 p 3 l APR 21 2e03 12:01 9127854003 PAGE.04 04/21/2003 18:37 9127864003 TYBEE POLICE DEPT PAGE 07 I ' 13SFS Equipment Leasing Additional Terms and Conditions Lessee Name: CITY OF TYBEE ISLAND Lease Agreement No: 7216307 -001 1. LEASE. Lessor agrees to lease to Lessee the equipment ( "Equipment ") and, to the extent it is permitted to do so. grant the right to use any associated software and related documentation ( "Software ") (collectively, 'System ") described in this Lease subject to the terms and conditions herein. Lessee and Supplier have entered into an agreement ( "Supplier Agreement') under which Supplier has agreed to sell Lessee the Equipment and, if applicable, grant to Lessee the right to use the Software. Lessee acknowledges signing and receiving a copy of the Supplier Agreement. Lessee hereby assigns to Lessor as of the date the System is delivered to Lessee all rights to receive title to the Equipment and to use the Software granted to Lessee by Supplier in the Supplier Agreement. Lessee keeps and does not assign any other right or interest except that Lessee hereby assigns to Lessor all of Lessee's rights under the Supplier Agreement that remain upon termination of the Lease if Lessee does not exercise its purchase option. Lessor agrees to pay the Total Price to Supplier and others, as applicable, if, on or before the date the credit approval expires { "Credit Expiration Date ") (a) Lessor has received all required documentation in satisfactory form and substance. (b) Lessee has accepted the System in accordance with Section 2 below, and (c) Lessor has received any required Advance Payment. and if (d) no material adverse change in lessee's business, operations or financial condition occurs and (e) no default as defined in Section 13 occurs and is then continuing. Lessor assumes no other obligation under the Supplier Agreement. 2. ACCEPTANCE. Lessee shall accept the System (" Acceptance") by (a) executing an Acceptance Certificate or (b) verbally confirming to Lessor that Lessee has accepted the System and, if requested by Lessor, also executing and delivering to Lessor an Acceptance Certificate. Upon Acceptance. Lessee represents and warrants that (a) if the Supplier Agreement requires the System to be installed. the System has been delivered, installed and is in good operating order and (b) if the Supplier Agreement requires the System to be delivered but not installed, the System has been delivered and examined and Is satisfactory to Lessee. Lessee understands that, by accepting the System, Lessee (a) is waiving any right to revoke its acceptance at a later date and (b) is a.ithorizing Lessor to irrevocably commence the Lease and pay the Total Price. If Acceptance dons not occur on or before the Credit Expiration Date and Lessor does not extend that date, Lessor may declare the assignments set forth In Section 1 to be null and void and terminate Ibis Lease. Lessor shall then have no further obligations hereunder, 3. TERM AND RENEWAL. The Initial Term shall commence upon Acceptance and continue for the number of months shown as the Term on page 1. If Lessee does not give Lessor written notice at Least 90 days prior to the end of the Initial Term that it intends to terminate this Lease, the Initial Term shall be automatically renewed on a month -to -month basis until Lessee exercises Its Purchase Option or returns the System, The Initial Term and any renewal thereof are collectively catfed the "Term ". 4. ADVANCE RENT, RENT AND RENT ADJUSTMENTS. Lessee agrees to pay Lessor the Monthly Rent shown on page 1 ( "Rant") plus applicable taxes. Rent is due monthly beginning on Acceptance and on the same day of each month thereafter during the Term. Rent is due whether or not Lessee is invoiced and shall be paid in U.S. dollars where Lessor directs. Any Advance Payment(s) paid by Lessee will be applied first to the first Rent payment and then to the last Rent payment(s). Advance Rent may be commingled with other funds, shall not earn interest unless otherwise required by law and is not refundable if the Lease does not commence. Lessor may. at its election, make appropriate adjustments to the System Price, Total Price (as applicable) and Rent and advise Lessee in writing of such changes if (a) the applicable taxing jurisdiction requires sales and /or use taxes be paid at the commencement of the Lease and Lessee elects not to have Lessor include the taxes in the Total Price, (b) the System Price plus other amounts due Supplier on page 1 are less than the price shown on the Supplier invoice due to a job change order or any other add. move. or change under the 1 Supplier Agreement, (c) the price charged by Supplier exceeds the such price and such increase is within the dollar end time limits of Lessor's credit approval. and none of the events set forth in Section 1(d) or (e) hereof has occurred, or (d) Less or and Lessee agree after commencement of the Lease that additional Equipment, Software and /or other costs shall be added to the Lease for the duration of the Term. 5. COSTS AND PEES. Lessee will pay to Lessor upon request (a) a reasonable fee to cover Lessor's documentation and investigation costs and any costs associated with the firing of any Uniform Commercial Code ( "UCC ") financing statements and (b) a returned check or insufficient funds charge of $25. Whenever any amount is not paid when due, Lessee will pay to Lessor art administrative fee equal to the higher of 10% of the overdue amount or $25. If Lessee fails to comply with any provision of this Lease. Lessor may, but is not obligated to, take any compliance action on behalf of Lessee, and Lessee shall pay the costs thereof, together with interest thereon at the Default Rate (as defined in Section 13). Fees charged under this Section shell not exceed the maximum amount permitted by law. B. OWNERSHIP AND SECURITY INTEREST. If Lessee has selected the $1.00 Purchase Option. it has title (effective as of the commencement of the Lease) to, and grants Lessor a first priority security interest in. all Lessee's existing and after - acquired rights in the System and all modifications, accessions, accessories, replacements and proceeds. Otherwise, Lessor has title and Lessee only has the right to use the System under the terms of this Lease. Lessee shall keep the System free and clear of liens and encumbrances except those arising through Lessor. Lessee authorizes Lessor and its agent(s) to sign UCC financing statements on behalf of Lessee and to file financing statements without Lessee's signature. Lessee shall notify Lessor at feast 30 clays before any change in its name. state of organization or other legal organizational status that may affect any flied financing statements. 7. LOCATION AND RETURN OF SYSTEM. Lessee agrees not to move the System from the System Location without Lessor's prior written consent, which will not be unreasonably withheld. Lessor may inspect the System at any reasonable time. The System shall remain personal property and not a fixture. If this Lease is terminated for any reason and Lessee does not exercise its purchase option, Lessee shall, at its expense, deinstall and return the System to a location specified by Lessor, freight and insurance prepaid, in the rAcanAlr■anfITFAAF1 nihi n1 Tuhaa 771f+'1n7 -M1 RI" Far fnr. nkn M+r. loam RPR 21 2003 12:02 9127864003 PR5E.07 04/21/2003 1 0: 37 9127864003 TYBEE POLICE DEPT PAGE 08 same condition as when delivered except for ordinary wear and tear. Lessee will pay the reasonable costs of repairing the System, and will continue to pay Rent until Lessor receives the System. 8. MAINTENANCE OF SYSTEM. Lessee shall, at its own cost and expense, keep the System in good repair, condition and working order, except for ordinary wear and tear, and in compliance with all applicable manuals and law. All replacement parts and repairs become the property of Lessor or subject to Lessor's security interest, as applicable. Lessee may, with Lessor's prior written consent, make modifications to the System provided such modification meet the manufacturer's specifications. Before returning the System, Lessee shall remove such modifications and restore the System to its original condition and, if not removed, title thereto shaft automatically pass to Lessor. 9. TAXES. Unless Lessee has elected to directly ey any sales and/or use taxes imposed by any taxing authority at the commencement of this Lease, the Rent includes such taxes. Lessee agrees to reimburse Lessor on demand for, or if requested by Lessor, directly pay when due, all taxes including, without limitation, sales and /or use taxes imposed on the Rent payments and personal property taxes, and fees imposed relative to this Lease, the Rent or the System, whether assessed against Lessor or Lessee, excluding taxes computed on Lessor's net income. Notwithstanding the foregoing, if Lessee has selected the SI Purchase Option. Lessee shall directly file with. and pay all personal property taxes assessed relative to the System to, the appropriate taxing authority. 1 D. INSURANCE AND RISK OF LOSS. Lessee is responsible for loss and damage to the System from any cause whatsoever on and after delivery of the System. At its expense, Lessee shall keep the System insured against all risks of loss and damage for an amount equal to the Installed replacement cost with Lessor named as a loss payee. Lessee shall also maintain comprehensive general liability insurance in an amount not less than $300,000 with Lessor named as an additional insured. All Insurance policies shall be with an insurer rated 8+ or better by A.M Best Company and in such form, amounts and deductibles as are reasonably satisfactory to Lessor. Unless Lessee provides evidence of insurance coverage prior to commencement of the Lease, or Lessor agrees that Lessee may self- Insure, Lessor may, but is not obligated to, purchase insurance in any amounts at Lessee's expense to protect Lessor's interest in the System. This Insurance may, but need not, protect Lessee's interests and may not pay any claim Lessee makes or any claim made against Lessee in connection with the System. Lessee may cancel such insurance. but only after providing Lessor evidence that Lessee has obtained the required insurance. If Lessor purchases Insurance for the System, Lessee will pay all costs, including the Insurance premium, interest and any other charges Lessor may impose in connection with obtaining the insurance. until the effective date of cancellation or expiration of the insurance. These costs may be more than the cost Of insurance Lessee may be able to obtain on its own. 11. CASUALTY, If the System, or any part, is lost, stolen, destroyed or damaged from any cause, Lessee shall promptly notify Lessor and, at Lessee's option. shall immediately (a) place the affected part of the System in good repair, condition and working order; (b) replace the effected item with like equipment or software in good repair, condition and working order; or (c) pay Lessor's Loss (as defined in Section 13). If Lessee elects option (c), Lessor will apply any insurance proceeds It receives to any unpaid obligations and remit any excess proceeds to Lessee. 12. INDEMNITY. Lessor is not responsible to anyone for any claims, liens, damages, liabilities, injuries, losses or costs, including legal expenses, caused by or in any way related to the selection, purchase, installation, tease, ownership, possession, operation, use. condition. or return of the System including, without Iimitaton, any claims by Supplier arising from Lessee's failure or refusal to accept the System. Lessee will reimburse Lessor for, defend Lessor against, and hold Lessor harmless from, any and all of the foregoing except to the extent caused by Lessor's gross negligence or willful misconduct. Lessee also agrees to Indemnify Lessor for the loss of any income tax benefits caused by Lessee's acts or omissions inconsistent with the underlying tax assumptions. 13. DEFAULT AND REMEDIES. Lessee will be in default if (a) Lessee fails to pay any Rent or any other amount within 10 days after its due date; (b) Lessee fails to perform any other term or condition of this Lease within 10 days of Lessee's receipt of a written notice of such failure; (c) Any material representation or warranty made by Lessee or any guarantor in connection with the Lease or any guaranty is untrue; (d) Lessee or any guarantor dissolves, ceases to do business as a going concern, merges, consolidates with or Into or reorganizes with any entity or transfers all or substantially all of its assets or stock without Lessor's prior written consent (which shall not be unreasonably withheld); (e) Lessee or any guarantor becomes insolvent, makes an assignment for the benefit of creditors, or is subject to a petition filed by or against it under any bankruptcy or insolvency law; (f) any individual Lessee or guarantor dies or has a guardian appointed or (g) Lessee is in default under any other lease or agreement with Lessor ( "Other Agreement ") after the expiration of any cure or grace period. Upon Lessee's default, Lessor may, in its sole discretion, (a) declare a default and exercise all of its rights and remedies under any Other Agreement, (b) terminate this Lease, (c) recover from Lessee, as compensation for Lessor's loss and not as a penalty, (i) any Rent and other sums then due and (ii) all Rent and other sums to become due plus, if the System is not retumed, an amount equal to the applicable purchase option ($1.00, the estimated fair market value of the installed System or the product of the Total Price times the stated percent, each being called a "Purchase Option Amount') and (d) demand Lessee return the System to Lessor. The amount set forth in (c)(ii) above shall be discounted to present value at the rate of 5% or the Lease Rate (as defined in Section 16) as applicble or if such rate is not permitted by law. at the lowest permitted rate, The amount in subsection (c) shall be the agreed upon damages and is called 'Lessor's Loss'. Lessor may also charge interest up to 1.5% per month, or the highest legal rate, if less ( "Default Rate "), from the default date until paid. If Lessee fails to retum the System, Lessor may peacefulty enter the premises where the System is located. 1 with or without notice or legal process, and repossess the System. If Lessor obtains possession of the System, Lessor may sell or tease the System, as -is or otherwise, to such persons and upon such terms as Lessor may determine at one or more public or private sales. with or without notice to the Lessee, and without any warranties of title or otherwise. Lessor shall deduct from the sale proceeds the reasonable costs and expenses of repossession, repair, storage and disposition of the System, the Purchase Option Amount, and all other expenses (including attorneys' fees and costs) reasonably incurred by Lessor in connection with the enforcement of this Lease and apply the net proceeds to Lessee's obligations. Lessor may defer applying any non -cash proceeds of disposition to Lessor's Loss until Lessor receives cash proceeds. Lessee shall be liable for any deficiency. No right or remedy is exclusive of any other provided herein or permitted by law or at equity. All rights and remedies shall be cumulative and may be enforced concurrently or individually from time to time. r:laaFlriiAnRTprootn.It,r' f TvhPa 72 TAN17.M1 AT Pay rinr. Alen .1, 1l7dln:1 APR 21 2003 12:03 9127864003 PAGE.08 04/21/2003 10:37 9127864003 TYBEE POLICE DEPT PAGE 09 14. ASSIGNMENT. LESSEE MAY NOT SELL, PLEDGE. TRANSFER, ASSIGN OR SUBLEASE ITS INTEREST iN THE SYSTEM OR THE LEASE WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, WHICH WILL NOT BE UNREASONABLY WITHHELD. Lessor may sell, pledge, transferor assign all or any of its interest in the Lease or System. Any assignee will have all Lessor's rights and benefits but none of its obligations, and shall not be subject to any of Lessee's claims, defenses, recoupment or setoff rights against Lessor, Lessor may release information about Lessee and the Lease to Supplier or any prospective investor or purchaser of this • Lease. • 15. PURCHASE OPTION. If Lessee gives Lessor written notice at least 90 days prior to the end of the Tern1 or any renewal period, and Lessee has performed at of its obligations under this Lease except the return of the System, Lessee may purchase Lessor's interest in all, but not less than all, of the System, AS -IS, WHERE IS, WiTH NO EXPRESS OR IMPLIED WARRANTY, for the Purchase Option Amount shown on page 1 plus applicable taxes, The determination of FMV, if applicable, is based on the fair market value of the System as installed. Upon receipt of the purchase price, Lessor will convey all of its right, title and interest in the System free and clear of liens and encumbrances arising through Lessor. • 16. LEASE RATE: TIME PRICE. If Lessee has selected the $1.00 Purchase Option, Lessee agrees to pay Rent consting of a principal payment (for Equipment and, if applicable, Software, maintenance, and /or other costs based on the Total Price of such items) and a lease charge derived from an implied interest rate ( "Lease Rate "). The Lease Rate, as used to calculate the portion of each Rant payment that constitutes a lease charge, may be determined by applying to the Total Price the rate that will amortize such price (adjusting for any Advance Rent) down to the amount of the purchase option at a constant rate over the Term by payment of the RenL The Lease Rate is the constant rate referred to in the preceding sentence, and can also be calculated using the Total Price as the present value. the Purchase Option Amount as the future value, the Rent as the payment and the stated Term. If Lessee has selected the $1.00 Purchase Option, the System may be purchased for the Total Price or may be purchased pursuant to this Lease for a time price equal to the Rent payment times the number of Rent payments to be paid under this Lease, plus the applicable Purchase Option • Amount to be paid by Lessee upon Lessee's exercise of its Purchase Option. By executing this Lease, Lessee has chosen to acquire the System for such time price. 17. NOTICE AND REQUESTS. Notices and other communications shall be (a) in writing, (b) sent by hand delivery. certified mail (return receipt requested), an overnight courier service, or facsimile transaction, (with a copy sent by one of the foregoing methods), (c) effective upon the earlier of actual receipt or 4 days after the mailing date, and (d) sent to Lessee at the address or facsimile number set forth on page 1 or to Lessor at 1010 Thomas Edison Blvd. S,W„ Cedar Rapids, IA 52404 or facsimile number (319) 841 -8324 Attention: Administration. Request} for Identification of the System or an accounting must be send to Lessor only by certified mail. Either party may substitute another address or facsimile number by written notice to the other party. 18. FACSIMILE SIGNATURES. This Lease will be created and evidenced as follows: (a) Lessor will deliver to Lessee (at the e-mail, facsimile or business address Lessee provides to Lessor) an electronic (e-mail or facsimile) or paper version of each document to be signed by Lessee, including this Lease and any exhibits or related documents (each, a "Document "); (b) Lessee will print (if applicable) and manually sign the signature page of each such Document and deliver to Lessor by facsimile or other means the signed signature page: (c) Lessor will manually sign each signature page so delivered by Lessee ('the Document requires its signature); and (d) Lessor will attach each fully signed signature page to a printed paper copy of the applicable Document. By so signing a Document and transmitting the signed signature page to Lessor, Lessee confirms its intent to sign such Document and accept its terms. Lessee acknowledges that Lessor is relying upon Lessee's promise that it has not modified the Document sent to it for signature. Lessor and Lessee intend that each Document created by this process which bears Lessor's original manual signature (if the Document requires its signature) and Lessee's facsimile signature shall be for all purposes (including perfection of security interests and admissibility of evidence) the sole original authenticated Document. Lessor will promptly send Lessee a copy of each fully signed Document and will retain each original authenticated Document, which will be conclusively presumed to be identical to the version signed by Lessee unless Lessee delivers specific written objections thereto 3 business days after receipt of such copy. Lessor and Lessee agree that any assignee of either party and any other third party shall be entitled to rely upon the provisions of this Section. 19. MISCELLANEOUS. (a) This Lease may be executed on separate counterparts (originals or copies sent by facsimile transmission). (b) Any delay or failure by Lessor to enforce its rights under this Lease does not prevent Lessor from enforcing any rights at a later time. (c) Lessor may insert information about the System, dates or other omitted factual matters in this Lease or any other document. (d) If a court finds any provision of this Lease to be unenforceable, the remaining terms of the Lease shall remain in effect. (e) No lease charge, late charge, fee or interest is intended to exceed the maximum amount permitted to be charged or collected by applicable law. Any charges that exceed such maximum will be reduced to the legally permitted maximum charge and any excess payments will be used to reduce the Total Price and /or the future Rent or refunded, (f) Unless explicitly otherwise agreed to in a Lease, if Lessee is required to pay Lessor any amount other than payments of Rent, Lessee agrees to pay such amounts within 10 days Of its receipt of an invoice, request and /or demand therefor. (g) This Lease is binding upon Lessor's and Lessee's successors and assigns. (h) All Lessee's indemnities, waivers, assumptions, liabilities and duties and all Lessor's disclaimers shall survive the expiration or termination of this Lease. r`fcAaRtrliun1STRUPWifv of Tuhnhn 791A:11)7- -11111 ST ray rw Pkn rail; 1 / O/fl APR 21 2003 12 04 ' 9127864003 PAGE.09 Lessee: .c . Booking /Funding Lease Agreement Amendment v . Completed by: �. . Lease Agreement: 1 /6 3J_,2 -0 0 / This Amendment constitutes an amendment to the Lease and shall be effective as of the commencement date of the Initial Term of the Lease. Except as modified herein, all remaining terms and conditions of the Lease remain unchanged Structure and Payment Information 7 _ ❑ System Price: $ /2, /t 7, 1 . i ❑ Upfront Sales Tax: $ I ❑ Buyout: $ ❑ Other: $ 3 � 57S�' ?` Other Description: � '�"�'�" [1:1 Total Price: $ /..5 Z' -,2 z ❑ Term (in Months): .14%' ❑ Purchase Option: _ Pri V Ill] V Advance Rent: / @ $ C" 70 v ❑ Monthly Rent: 35 @ $ 44C 7d • @$ MESSAGE FOR INVOICE: • �^ FINAL SYSTEM COST: S /� , t' x2, ,2_,2- . Your lease terms & payments have been adjusted accordingly. Contracts ,Administrator: A\-///4 Date: // O /Q- , 1. =Vn : \ 1 13cm1,ny_! < L Funclint: l.cr.t:;r .1mrn;iment.duc 9/13/02