HomeMy Public PortalAboutORD16337ORDINANCE NO.
BILL NO. 2022-122
SPONSORED BY Councilmember Schreiber
/Lrsv
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A $419,992 AGREEMENT WITH
HUNTINGTON TECHNOLOGY FINANCE INC., TO LEASE BODY WORN CAMERAS
AND BODY WORN CAMERA EQUIPMENT.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to
execute a three-year lease agreement with Huntington Technology Finance Inc., in the
amount of $419,992.
Section 2. The Agreement with Huntington Technology Finance Inc., shall be
substantially the same in form and content as that agreement attached hereto as
Exhibit A.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed:
Presiding Officer
ATTEST:.
Approved:
/e, 202_3
It/1/t/t-2
Mayor Carrie Tergin
APPROVED AS TO FORM:
Certificate of Incumbency and Authority
Company:
Company Form:
Company Jurisdiction:
Authorized Signers:
City of Jefferson, Missouri
Canp9nys full legal name as specified in its organizational documents
Form ofCanpanys organization.
Missouri
State or otherjunsdiction of Company's organization.
Name
Title
Signature
Email
The maker of this certificate must not be one of these authorized signers
all addresses must be specified beow and a separate electronic signatures agreement mu
executed if electronicsignatures are to be pennfited
Ron Fitzwater
Mayor
—_-)..(5----
rfitzwatergeffersoncitymo.gov
L
I certify:
• I hold the position of authority with the Company indicated by my signature below. I am authorized to communicate and act for the Company,
including through the email addresses specified below by my name or through which I make or communicate this certificate. I have access to
the Company's books and records. I am authorized to make this certificate. The Company is organized in the form and under the laws of the
jurisdiction indicated above.
• Each Authorized Signer holds the office or other position of authority or representative capacity with the Company indicated above. Each
Authorized Signer's exemplar signature is genuine. Each Authorized Signer's email address is an email address through which the Authorized
Signer may communicate and act for the Company.
• Each Authorized Signer is authorized to act from time to time for the Company in making, communicating, and performing agreements, master
agreements, documents, and instruments ("Documents") relating to the purchase, sale, assignment, lease, financing, pledge, provision, or
procurement of or otherwise dealing with goods, services, property, rights, and interests (including agreements, documents, and instruments
dealing with other agreements, documents, and instruments).
• This certificate is made for persons to whom this certificate or any Documents are made or communicated with or without notice to the
Company, including any account holders through whose DocuSign or other e -signature accounts this certificate or any Documents are made
or communicated, and including any other persons who are parties to or otherwise to benefit from Company's making, communicating, or
performing any Documents, and all such persons' successors, assigns, affiliates, principals, agents, predecessors -in -interest, and all other
persons related to or authorized by any such persons, parties, or beneficiaries. Any act previously or hereinafter taken by an Authorized Signer
for the Company is the act of the Company and not restricted by the Company's organizational documents or internal regulations.
• Each authorization described in this certificate may only be modified or discontinued by written notice to the persons to whom this certificate
is delivered, at their main offices, but no such notice, modification, or discontinuance will affect any existing agreements, documents,
instruments, instructions, notices, or any previously taken or undertaken performance, obligations, liabilities, or undertakings.
This certificate is dated and made on µ. v ✓ .
Certifier's Signature:
Certifier's Name:
Certifier's Title with the Company:
Public
E/7 (j 7or)tiJho✓J
Lease No. COJ-001
dated April 24, 2023
Lessee: City of Jefferson, Missouri
Lessor: Turn -Key Mobile, Inc.
Street Address: 320 E. McCarty Street
Street Address: 4510 Country Club Drive
City/State/Zip: Jefferson City, MO 65I01
City/State/Zip: Jefferson City, MO 65109
Equipment Serial
Qty. Mfr. Type/Model/Feature Description Number
Lessor's
Basis
Rental
Payment
SEE EXHIBIT A ATTACHED IILRETO AND INCORPORATED HEREIN
Base Term: 36 months.
Total:
S419,992.00
See Below
Rental Payments and Due Dates: Rental Payments are due as follows:
Base Term Commencement Date: June 1,
2023
Payment 1: $143,183.61 (due June 1, 2023)
Payment 2: $143,183.61 (due June 1, 2024)
Payment 3: S143,183.61 (due June 1, 2025)
Rental Period: Each consecutive I2 -calendar month period during the
Outside Acceptance Date: May 31, 2023
Term, beginning on the Base Term Commencement Date.
Equipment Location: 320 E. McCarty Street
Jefferson City, MO 65101
Special Terms:
I. The pricing set forth in this Lease is based on an Applicable Rate (as defined below) of 3.87% ("Reference Rate"). As of the date Lessor receives
the Acceptance Certificate for the last acceptance hereunder, the Rental Payments shall at Lessor's discretion be ratably adjusted by Lessor to
reflect any change in the Applicable Rate using the same methodology, spreads, and assumptions originally used by Lessor in establishing the
pricing originally stated herein. Lessor shall notify Lessee of any change in the Rental Payments and Lessee agrees to execute such documents
as may be required to reflect any such changes. However, the failure of Lessee and Lessor to enter into any such documents shall not in any way
affect Lessee's obligations under this Lease which shall be based on the final Rental Payments determined in accordance with the foregoing. The
"Applicable Rate" is the rate of 3 -year interest rate swaps as reported by sources Lessor reasonably deems reliable for the most recently reported
business day occurring on or before the date of determination. If Lessee does not agree with Lessor's determination of the Rental Payments as
provided in this paragraph, it will nonetheless make payments bascd solely on Lessor's determination until the correct amounts are finally
determined, at which time the parties will make an adjusting payment as appropriate.
2. Attached hereto are certain "Federal Terms," which are incorporated herein with Lessee being the city referred to therein and Lessor being the
contractor and vendor referred to therein (whether or not such terms are capitalized).
1. Lease. Lessor leases to Lessee the equipment (`Equipment') described
in this Lease. Lessor also finances for Lessee the costs of those software,
services, consumables, and other nonhardware items described in this Lease
and included in the Lessor's Basis (`Soft Cost Items'). The Lessor's Basis
includes the price to Lessee of the Equipment in the absence of the lease
thereof under this Lease, and Lessee's cost of certain Soft Cost Items in the
absence of Lessor's financing thereof under this Lease. If any Special Terms
are specified above and inconsistent with the remaining provisions of this
Lease, the Special Terms shall control.
2. Purchase. Lessor is a supplier and provider, and any other persons
identified in this Lease or any Acceptance Certificate or who are otherwise
providing, supplying, or performing Soft Cost Items or to be paid any
portion of the Lessor's Basis as the cost thereof are third party suppliers and
providers (`Third Party Providers') of the Equipment and Soft Cost Items.
Shipping and delivery of the Equipment to the Equipment Location and
installation of the Equipment are at Lessee's risk and expense. Lessee shall
be and remain responsible to Lessor and any Third Party Provider for the
purchase of and payment for the Equipment and Soft Cost Items, in
accordance with Lessor's and any Third Party Provider's standard terms, as
applicable, including as to payment terms, indemnities, warranties,
limitations on any of the foregoing, and other matters, except as otherwise
provided in this Lease.
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3. Acceptance. In lieu of Lessee purchasing the Equipment from Lessor
(or any applicable Third Party Provider), and Lessee paying the Lessor's
Basis for the Equipment and Soft Cost Items, Lessor will retain, or (in lieu
of Lessee) purchase, the Equipment, and relieve Lessee of its obligation to
pay, or assume Lessee's obligation to pay, the Lessor's Basis for the
Equipment and Soft Cost Items, and Lessor will lease the Equipment to and
finance the Soft Cost Items for Lessee, but only if: no Event of Default, or
event that with notice or the lapse of time or both would constitute an Event
of Default, is continuing; and on or before the Outside Acceptance Date or,
if no Outside Acceptance Date is specified in this Lease, one month from
the date of this Lease (or such later date as may be acceptable to Lessor in
its sole discretion): (a) this Lease is executed by the parties; (b) Lessee
accepts the Equipment and Soft Cost Items (`Acceptance bate'); (c) Lessor
receives a certificate of acceptance therefor acceptable to Lessor and
executed by Lessee (Acceptance Certificate'); and (d) Lessor receives such
other documents or assurances as Lessor may reasonably request. By
executing the Acceptance Certificate, in addition to its provisions, Lessee
represents and warrants that: Lessee has selected the Equipment and Soft
Cost Items; Lessee has been informed by Lessor or otherwise knows of any
Third Party Provider's identity; and Lessee has irrevocably accepted the
Equipment and Soft Cost Items.
Public
4. Term: Non-Appropl'iations. The initi al term of the lease o f an item
of Equ ipm en t and fin ancing of a Soft Cost It e m ('Initial Term ') begi ns on
th e item ·s Acce pt ance Da te and co ntinues throug h the Base Term
Co mm ence ment Date and then for th e Base Term (un less te rmin ated ea rli er
as ex press ly prov ided herei n). Any re newa l term ('Renewal Term') beg in s
at the end of. as app li ca bl e. th e Initial Term or an y preced in g Ren ew al Term
(th e Initi al Term and all Renewa l Te rm s cu rren tl y in effect. previou s ly in
effect. or whi ch are to come int o effec t as pro vi d ed in thi s Lease or by oth er
written ag reement of th e pa rti es. co ll ec ti vel y, 'Term").
If Lessee noti fi es Lesso r at th e time it execut es thi s Lease th at leases
wi th Le ssee arc generally subj ect to mone ys bei ng dul y appropriat ed, th en.
and onl y th en, will the rem aind e r o f thi s paragraph appl y: (a) as of th e date
Le ssee ent ers thi s Le ase. Lessee affirms it s present int ention to co ntinue thi s
Lea se for it s en tire sc hedu led te rm an d to pay all amounts rela tin g he reto.
a nd to th e ex te nt permitt ed by law. to d o all things lawfull y wi th in its power
to ob tai n and maintain fund s fr om whi ch th e Renta l Payment s an d all oth er
amo un ts clue hereund er may be made, includ in g all ocating in it s budge t
reque st for eac h fi sca l yea r du ri ng the Term all amoun ts anticipated to
beco me d ue in such fi sca l year. and also in clu din g us in g its best effort s and
all reas onabl e and lawful mea ns avai lable to secur e th e app ropr iat ion suc h
amo unt s: (b) parties acknowl edge th at appropriation for s uch amount s is a
gove rnm ent al fu nction whi ch Le ssee ca nn ot contrac tu all y commit it se lf in
adva nce to perform and th at thi s Lease doe s not co nstitut e s uch a
co mmitm ent. howev er. Lessee reaso nab ly be lieve s th at mon eys sufficient to
pay such amounts can a nd will law fu ll y be appropri ate d and made ava ilable
to permi t Lessee 's co ntinu ed use of th e Equipm ent in the perfo rm ance of it s
esse ntial fu nct ions durin g the term of thi s Lease: (c) if Lessee fa ils to
ap pr opriat e suffi cient moneys in any fisca l yea r for Rent al Pay ment s or other
amount s du e und er thi s Lease. and if oth er fu nds are not ava il abl e for such
pa yment s. th en Lessee shall g ive Lesso r notic e and writt en ev id ence of th e
no n-appropriat ion at leas t 60 da ys be fore the en d of the the n current fi sc al
yea r or, if th e non-appropriati on has not occ urred by then , immed iately upon
th e o cc urrence of th e non-ap propri ati on, in which case, on th e las t cl ay of th e
fi sc al yea r lo r whic h appropri ation s have been mad e, thi s Lease and th e
Term here o f s ha ll termin ate (w ith ou t penalty or fee to Le ss ee) and Le ssee
shall ret urn all o f the Equipm ent to Le ss or in accordance wi th Sectio n 16 on
or before th at date: an d (d) Lessee shall non ethel ess a nd in a ll eve nts be
required to pay all Rent al Pa yments and oth er amounts du e or to becom e
d ue un de r th is Lease for whi ch mo neys shall have bee n app ro pr iated or are
otherwi se avail ab le. a nd. for the avo id ance of do ubt. and as pro vide d in
Sec tion 2 5 for an y peri od in wh ich Le ssee fail s to ret urn th e Equi pment as
required abov e.
5. Rental Pavments. Regar dl ess of whether Le ssee receives in vo ic es or
noti ces th at an y Renta l Pay ment s are due, Le ss ee will pay the Rental
Pa yment s, plu s all app li ca bl e T~-xcs. lor th e Term . at such address as Less or
may spcc i fy in writin g (includin g in a ny in voice). on the Due Dates. Le ss or
will invoic e Lessee for Rental Pay ment s, but th e sol e remed y fo r any fai lure
to in vo ice s ha ll be th at no lat e int e re st sha ll accrue und er Sec ti on 25 on an y
Rent al Pa yment unt il pay ment has bee n deman ded in wri tin g (in cluding in
any invo ice) for at least 30 days . Thi s Lease is a net lease and is
no nca nce lab le during it s Term (exce pt as express ly prov ided in thi s Leas e).
From and after the Acceptance Da te , Lessee 's obl igation to pay Rental
Pay ments and other amo unts under thi s Lea se s hall be, except to the
limit ed extent provided in Section 23, Lessee's in depend ent, abso lute,
and uncondition a l pay ment obligation, and not be s ubj ect to abatement,
redu ction, offset, recoupment, compensation, crossclaim , counterclaim,
or any other defense whatsoeve r, arising under this Lea se or otherwise,
or against Lessor , Assignee, any Third Party Provider, the Equ ipm ent's
man ufacturer ('Manufacturer'), or any other perso n. However, th e
fo rego in g do es not li mit Le ssee's e nfo rcement of ri ght s again st Lessor in a
se parate action at law. for d irect d amages resultin g from Le ss or 's
negli ge nce . willfu l mi sconduct. or breach o f thi s Le ase .
6. Lessee's End of Term Optio ns. At the end o f the Term. Le ss ee ha s
the ri ght , but not th e obli gati o n. to exe rci se one of these op ti ons. bu t onl y if
Le ssee g ives irrevoca ble noti ce to Lesso r un eq ui vo ca ll y elect in g one of
th ese opt ion s ('Exercise Notice') and th e Exerci se No ti ce is rece ive d by
Lesso r at least 90 day s befo re th e en d o f the Te rm:
(a) Purc hase Op t ion. If no Eve nt o f De fa ult is co ntinuin g at the tim e Le sso r
receives th e Exe rcise Noti ce or at the en d o f the Term. Le ssee may
pu rchase all of th e Equip ment in wh ich case: Lessee will. on th e las t day
of the Term. pay Lessor the f'air Market Val ue pr ice o f the Equipment
determin ed as o f the date of th e Exercise No tice. an d all app li ca bl e
Taxes: Lessee wi ll make all oth er pa yment s required durin g the
remainder of th e Term ; and , at th e end of the Term , thi s Lease will
terminate and Lessee will be entitl ed to Lesso r's int e rest in th e
Equipment.
(b) Re newal Op tion. If no Eve nt o f De fault is continuing at the time Le sso r
receives th e Exe rcise Noti ce or at th e end of th e Term and Lessor
determin es that no material adverse chan ge in Lessee's bus in ess or
financ ial conditi on has occu rred sinc e th e Acce ptance Dat e, Lessee may
rene w th e Term for a Renew a l Term of 6 month s or more as specified
in th e Exe rci se No tice in which case: the Rental Paym ent will be th e f'a ir
Market Va lu e ren t of a ll o f the Equipm ent for th e Rene wa l Term: the
parti es will enter int o a Le ase sup plemen t confirm in g th e appli cab le
Rental Pay ment and Renew al Term ; and all oth er provi s ions of thi s
Le ase will contin ue to appl y (but the failure of the partie s to enter in to
such a suppl e ment will not conditio n or affect Lessee's ob li gations
durin g the Renewa l Term ).
(c) l?etum Option. Le ssee ma y ret urn all of the Eq uipm ent , in whi ch case
Le ssee will return th e Equipm ent to Lessor in accor dance with
Secti on 16 within I 0 days of the las t day o f th e Term.
If o ne o f the for egoi ng option s is not exe rci sed, the Tern1 wi ll aut omati call y
exten d for suc cess ive !-mont h Renewal Term s in whi ch case Lessee will
continu e to pay Le ss or rent at th e rate of th e total per iodi c Rental Payment
prev iousl y in effec t for all item s o f Equipm ent and Soft Cost It em s (o r, if
the Ren tal Pay ment s for th e Base Term or Renewal Te rm pr eviou sly in
effect we re not consta nt for all who le Rental Period s, at th e rat e of the sum
of suc h Rent al Pay men ts divid ed by th e number of Rent a l Period s) (th e
'Previously Effective R ental Rate'): and a ll oth er prov isio ns of thi s Lease
wi ll continu e to appl y. Lessee's purchase. renewal, and re turn options an d
the aut omatic renewa l prov ision s pro vid ed for in thi s secti on appl y at th e
end o f th e Initi al Term and all option al or autom at ic Renewa l Term s. If
Lessee fai ls to co mpl y with th e term s of any o ft he for egoi ng opt ions elected
by it. Lesso r ma y in its ab so lute di scret ion ele ct to terminat e the Exercise
Notic e in whi ch case the automati c renewa l pro vi s ion set forth above will
appl y as if no Exe rcise No tic e we re given , or Le ss or may pro ceed as
otherwise permitt ed by thi s Lease , including ex erci sin g th e remedi es
pro vid ed for in thi s Lease or at law. Th e foregoing app lies fo ll owi ng th e
noncompl ia nce with any of the foregoing opti on s no twi th standing th e
ex ecuti on or entry into of any Lea se sup plement, bill of sale . purchase
agreem e nt. co nfi rn1at ion. or othe r doc um ent ati on memoriali zin g and/or
con firmin g the exe rci se o f th e option or the term s o f the exerc ise.
7. Taxes. Lesse e wi ll pa y Lessor (or pay directl y to the ap plic able t ~-.;i n g
auth orit y if in stru cted in writin g by Lesso r) all t~-.;e s, fe es. and assess ment s
th at may be impo sed by any gove rnm ent a l entit y or ta-x ing auth orit y on th e
Rent al Pay ment s or th e Equipme nt or So ft Co st It ems, or their purchase (b y
Lessee, or by Le ssor from any Third Part y Pro vid er), ow nership , del ivery,
return . po ssess ion , op erati on , sa le (by Le sso r to Lessee). or renta l, whether
impo se d on Lesso r or Lessee or a ny o f th eir affili ates or an y Equipm ent or
So ft Cos t It ems. thi s Lease, or any rel ated in s trum en t ('Taxes '). T~-xes
inclu de all lic ense and regi stratio n fees, environmen tal fees, and all sa les,
use. personal prop erty, bu s in ess trans fer, va lu e added , goods a nd services ,
and oth er taxes, and go ve rnmental and transaction ch arges. toget he r with
any pen alti es. fin es and interest th ere on (exce ptio th e extent resu ltin g from
Lesso r 's neg li ge nce or willful mi sco nduct), th at may be impo se d durin g th e
Te rm or Possess ion Period (as de fin ed in Sectio n I 0) or after th e Term o r
Possess ion Peri od and rela tin g to eve nt s or co ndi t ions occurr in g or ex ist ing
du rin g th e Term or Possess ion Per iod. Lessee will not be liab le lo r : Tax es
imposed on o r meas ured by Les sor 's ne t in come or ta-.; pre fer ence it em s;
overall bu sin ess t~xes th at are in li e u of net in come taxes: or Lessor 's
co rp orate fr anc hi se or net worth taxes. If Lessee is required by la w or
admini strat ive pra cti ce to ma ke an y re port or return wit h res pec t to T~xes .
Lessee wi ll promptl y g ive Lessor no ti ce an d cooperate wi th Lesso r to ensure
th at suc h ac tion is pro pe rl y made an d Le ss or 's interests accurate ly rcnected.
Lesso r ha s no obli gati on to con test or prese rv e any right to co nt est Taxes.
However . Lessee may cont es t Taxes in it s own nam e and at its own expe nse
so lon g as . in Lesso r's op in io n. th e cont es t wi ll not res ult in an encum bran ce
on an y Equi pment or oth erwi se j eo pa rdi ze Le sso r's right s or interes ts in an y
Equipm ent.
8. C ovenants. Lessee will durin g th e Term : (a) maintain the Equipment
in good workin g orde r and con d iti on, in acco rd ance wi th the Manufacturer's
recommended engineerin g an d main te nan ce standards, and, exce pt for
personal co mputers, at the Manu fac turer's cu rrent or min imu m eng in ee rin g
cha nge leve ls: (b) use th e Equipment on ly in connection with its bus in ess
operat ion s and for th e purp oses for whi ch it was de signed and in compli ance
wit h all appli cab le operatin g standa rds spec ifi ed by th e Man ufactu re r or
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rea sonabl y speci fi ed by the Le ssor and all in surance requir ement s; (c) keep
th e Equ ip ment at the Equipm ent Lo cation , ex cept Lessee ma y move the
Equi pment to a nother of its bus in ess lo cati ons wit h in the conti nental United
State s of Am erica if (and on ly if) it not ifi es Le sso r of the remov a l wi thi n 30
days therean er (ho weve r it em s int ended for travel such as laptop computers
ma y be temp oraril y rem oved from th e Equipm ent Loc ation with out
co mpl yin g with th e foregoing if th ey re main domi ciled at th e Equipme nt
Lo ca tion): (d) affi x to th e Equipm ent an y label s Less or ma y suppl y stating
th e Equ ipm ent is owned by Lessor: (e) except for personal comput ers. ke ep
in e ffe ct a maintena nce contrac t for the Equipm ent. if gen erall y avail able.
with Lessor or the Manu fac tu rer or an other part y accept able to Lesso r:
(I) make all alt erat io ns or ad di tio ns to th e Equipment that ma y be requ ired
(o r s uppli ed at no cost or und er a maint enanc e agree ment ) by th e
Ma nufac turer or oth er maint enance prov ide r or whi ch are oth erwise requi red
to compl y wi th subsection (b) abov e or s ub sec tion (h) below : (g) make no
othe r alteratio ns or addition s to th e Equipmen t exce pt additi ons th at: do not
imp air the valu e or pe rformance o f th e Equipm ent , are rea dily remo va ble
with out damage to the Equipm ent. a nd do not res ult in an encumbran ce on
the Equ ip ment: (h ) comp ly wit h all laws and reg ulation s appli cable to or
affe cting this Le ase . th e Equ ipm ent, or Lessee. including maintain ing all
req uir ed in suranc e an d obta ini ng all gove rnm ental permiss io ns necess ary
for it to so comp ly or th at may be req uir ed of Less or in so co mp lyin g, and
in cludin g occ upatio nal safet y and employment law s and laws relating to
hazard ous mater ials an d the en vironment. and al so includin g any licenses
fo r Le ssec ·s business operation s or operati on o f the Eq u ipm ent: (i) furni sh
Less or with it s a nnual certifi ed or aud it ed and quarte rl y financial stateme nts
(at a ny tim e that it s current fin ancial stat ement s arc not read il y av aila ble on
th e int e rnet through a fr ee go ve rnmental we bsite), and Lessee repr ese nt s a nd
warrant s that all such fin anci a l statement s or other fin ancial inform ation will
be prepared in accordan ce wi th gene rall y acce pt ed accountin g pr in cip les and
accuratel y prese nt Lc ssee·s fina n cial po s ition as o f the dates give n:
U) furni sh Lessor with opini o ns o f co un se l to Lessee. and resolution s.
cert ificati ons o f th e names, title s. s ig natures, and a uthori ty o f th ose person s
exe cutin g Lease do cument s on behalf of Le ss ee . and such oth e r information
an d doc ument s as Lessor may reaso nab ly req ues t: (k) not pem1it th e
Eq uipm ent to bec om e an access ion. a fi xtu re. or real o r imm ovea ble
pr operty : (I) permit Lesso r to in spec t th e Equ ipm ent and Lessee·s app licab le
maint enance agreem e nts and record s at an y reasonab le tim e (subj ec t to
Lcssee ·s usual. reasonable sec ur it y procedures): and (m ) pr omptl y notify
Lessor of: a ny chan ge in Le ssce·s name, an y change in the loc ati on of
Lcss cc·s chie f exec uti ve office, an y tra ns fe r by Lessee, au th orize d or not, o f
an y in terest in or be nefit from th e Equipm ent, and an y change, au thor ize d
o r no t. in the loca tio n o f any Equipment (exce pt temp orary re lo cati ons o f
item s int ended for tra ve l).
9. Title to Equipment. The partie s ag ree, unle ss th is Lea se g ives Less ee
the opt ion to purch as e all of th e Equipment at th e end o f th e Term for a pri ce
o f $1. that : (a) th ey intend thi s Lease to be an op eratin g lease; (b ) by the
pa rtie s · ex ecuti o n of thi s Lease. Lessee acqu ire s no ownership inter est in the
Equ ipm ent. wheth er ve sted or con tin ge nt: (c) Lessee's int erest in the
Eq uipm ent is limit ed to that of a lessee onl y and Lessor retain s all th e right s
o f o wn e r th ere in : and (d ) any pro vis ion s in thi s Lea se in d icatin g to the
contrary arc for precau ti onary pu rpo ses on ly. The Eq uipm e nt will remain
the pe rsona l propert y of Lesso r e ven if ph ys icall y attach ed to real prope rty
at a ll times un ti l: Lessee is e nt it led to Lessor's int erest in th e Equipm ent as
ex pressly pr ov ided in thi s Lease: or Lessee agre es to th e purcha se of the
Equ ipm ent. und er thi s Lease or by oth er written agreemen t of the pa rties,
Lessee pays th e pu rcha se pri ce and applicab le Ta.'(es in co nn ec ti on with the
purchas e in full. and a ll other cond iti ons to the purcha se arc fu lfilled .. Lessee
w ill ot herwi se kee p th e Equ ip ment fr ee o f e ncumbrances (oth er th an thi s
Lease or encumbran ces c reat ed by Le sso r). Be fore th e Ac cepta nc e Dat e, if
requested by Lessor. and fro m time to tim e wi thin 30 days o f an y re ques t by
Lesso r. Lessee will pr ov ide a wr itten wa ive r o f any claim to th e Equipment
by an y p erson hav in g a n inter est in the real propert y where the Eq u ipme nt
is lo cated. Lessee ha s no r ight or in teres t in the Equipment except that
id en tifi ed in thi s Lease
10. Ri s k of Loss. From de live ry of the Equipm ent to Le ssee until th e
Equ ipm ent is return ed to and rec eiv ed by Le ss or ('Possessi on Period ').
Lessee bea rs the entire ri sk of non -deli ve ry. who le or partial lo ss . th c fi ,
d estruc tion or damage to th e Equipm ent fr om any cau se what soever. o r
requi siti on of the Equipm ent by an y gove rnmental entit y, or ex pro pri at io n
or the takin g of th e Equipm ent by emin ent domain o r oth erwise
(c o llective ly. 'Loss '). Lessee will give Lessor notice within 10 days of a ny
Lo ss ('Loss N otice'). Ex cept as pro vide d in this sec tion. no Lo ss wi ll
condition , reduce , or rel iev e Lessee's Lea se ob li gati on s, including it s
obl igati on to pay Rental Pa yment s in fu ll.
If any Equipm ent is d amag ed but can be economi call y repa ired , Lessee
wi ll immediatel y pl ace the Equ ipm ent in good work ing orde r an d co ndi tio n.
If an y Eq uipm en t is subject to any oth er ki nd of Lo ss, Le sse e ma y in it s Lo ss
oti ce elec t to co ntinu e a ll Rent al Pay ment s with out int erruption and with in
30 days o f the Loss pay Lessor for th e supp ly. at then applicab le pr ices, o f
replac ement equ ipm ent of identica l mode l, Manufacturer, co nfi g urati on,
and featur es in which case Suppli er wil l. if availabl e, supply the repl ace ment
equ ipm ent to the Equipm ent Lo cati on and upon de l ivery. in stal lati on, and
ac cept ance by Le ssee the reo f the repl acement equ ipme nt wi ll be replaced
for the Eq ui pm ent s ubject to the Loss, and Lessee sha ll be en titl ed to
Lesso r's int eres t in the Equipm ent subject to th e Lo ss .
If Lesse e do cs not pla ce th e Equipment in go od wo rkin g orde r an d
cond iti on within 30 da ys of an y ec onom ical ly repairable damage, or elec t to
and effect and pay for th e replacement o f an y Equipment subject to an y oth er
kin d of Loss (in cludin g if th e rep lace me nt or Lcssee·s ac cept ance of the
repl acement equipm ent is hin de red by an y cau se. wheth e r or no t und er th e
control of any person , oth er th an th e gro ss neg li ge nce of Le ss or), Le sse e will
up on Le ss or's de mand pay Lesso r the Lesso r's Re turn (as d efin ed in
Sec tion 19), ca lcul ated by Lessor as o f th e da te of Loss. and up on Lc ssor·s
rece ipt o f th e Le ss or·s Return. plu s all oth er amounts th at arc o r beco me du e
under thi s Lea se, thi s Le ase wi ll terminate and Le sse e will be entitled to
Less or's in te re st in the Eq uip ment .
II. In suran ce. Lessee will at it s expe nse durin g the Po ssess io n Period
maintain: (a) insuranc e again s t th e lo ss, theft, or dama ge to the Equ ipment
for it s fu ll replacem ent va lue, namin g Lessor and it s success ors and assign s
as sol e lo ss payee; and (b) public liability an d third part y prop erty d amage
in suran ce in the amount of $1,0 00,000 or such oth er amount as may be
requested by Lesso r, per occurrence. naming Lesso r and its successors and
ass igns as addition al in s ured. Such in suran ce shall be reasonab ly
sati sfa cto ry to Le ss or; shall co ntain the in sur er 's agreement to giv e Lessor
30 da ys · written noti ce be for e any canc ellation or ma ter ial chan ge; s hall be
payable to Lessor rega rd less o f any ac t, omiss io n or breach by Le ssee : and
sha ll pro vid e for co mmerciall y reasonab le dcductibl es sati s fa ctory to
Less or. Lessee will pro vid e Lessor with certifi cates of such in s ur ance
effec ti ve for the entire Te rm. Any in surance pro ceed s of such in sura nce
rec eived by Lessor or Ass ig ne e in respect of eve nt s wit h re spe ct to wh ich
Lessee has con curren t Lease obligations (including obl igations und er
Sec tion s I 0 or 15) will be appli ed by Lessor to tho se obliga tio ns . Le ssee has
no ri ght to th e bene fit of any ins uran ce maintain ed by Le sso r.
12. S uppli er and Third Partv Provider Warranties. Lessee is entitled to
th e promises and warranti es pro vid ed to Lesso r by any Third Pa rty Prov id er
in conne cti on with the Equipm e nt. Lessor ass ig ns to Lessee, during th e
Term , so long as no Eve nt of De fault is con tin uin g. any ass ignable
re prese nt ation s. warrant ies. and pro mises mad e by any Third Party Prov id er
or Manufa cturer in con nec tion with th e Eq uipm ent. includin g s uch
re pre se ntat ion s, warra nti es, and pr omi ses unde r those certa in Panaso nic
main tena nce and warranty agree ment s in connec tion wit h th e Equ ipm ent
(w hich shall be effec ti ve on or befo re th e date th e Eq uipm ent is deli vered to
Lessee). Lesso r will reaso nabl y co operate with Lessee. at Lessec·s requ es t
and exp ense, in pursuing a ny such claim s and ob taining fo r Lessee the
be nefit o f a ll such r ight s. Lessee may commun ica te with any such perso n
and re ce ive an acc urate and co mpl ete state ment o f th ose prom ises an d
warranti es. in cludin g any di scl ai mers an d limitations thereon or on a ny
re medi es. Notwit hs ta nding an ythi ng to the co ntrary in th is Lea se or the
prov isions o f any such warranty or related d oc um ent s. Lessee's r ight s
aga in st Lessor in res pect of any such wa rranty a re enfo rceab le onl y und er
the term s o f the wa rranty, as appli cabl e, onl y in a separate action at law. fo r
direct dama ges re sul tin g from Lesso r 's neg lige nce, will ful mi scond uct, or
breach o f thi s Leas e, and not by way of ca nce llati on or termina ti on o f thi s
Lease. or conditi onin g, limit ing, or affecting Lesscc ·s obl igati ons or
Lesso r's right s hereunder, and not by wa y of any aba te ment, reduction ,
ofTset, re coup ment. compensa ti on, crossc laim . coun te rclaim , or an y oth er
defe nse what soeve r aga in st Lessee 's ob li ga ti on to pay Renta l Pay mcms and
other am o unt s hereun de r.
13 . Di sclaimers a nd Limitations . With out li miting Lessee 's enforcemen t
of ri ght s aga in st Lessor in a se parat e action at law, fo r d irect dama ges
res u lt in g fr om Lessor·s neglige nce, wi llfu l misco ndu ct. or breach of th is
Lease, from the co mmenc ement of th e Te rm Lessee leases th e Eq uipm ent
and financ es th e Soft Cost It ems As-Is , Where-Is , an d on a nonrecourse
ba s is. Wh ene ver Lessee is entitled to Lessor·s int ere st in any Eq uipm ent.
Lessor will ass ign such Equi pment As-Is, Where-I s, except that Lesso r will
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warra nt the absence o f an y enc um bran ce s by, th ro ugh . or und er Lessor and.
on req uest. provide Le ss ee wit h Less or's stand ard bi ll of sale to the
forego in g effect. Less or di sclaim s an y other r eprese nt ation or warra nty,
in cludin g wit h res pect to t he des ig n, compliance with s pecification s,
durability, quality, o perat ion , or cond iti on (w hether di s coverable or
not) of a ny Equipm ent or So ft C ost Item s, title , t he mer cha nta b ility o r
workman ship of any Equipment or So ft Cost Item s, th e fitn ess o f any
Eq uipm e nt or Soft Cos t It ems fo r )>articular purposes, s tatus of thi s
Lea se for tax o r accountin g classificatio n purpos es, or iss u es r ega rdin g
t he des ig n or o p eration of a n y Eq uipm ent or the infrin ge ment by a ny
pers on o r a ny Eq uipm ent or Soft C ost Item s of the indu s tri al or
int ell ect ua l property rights of a ny pers on or a ny patent, trademarl<, or
co py ri g ht infringement or th e like. Less or will not be co nsid ered to have
mad e any stat ement. represent a tion. warranty. or pro mi se mad e by any Third
Pa rt y Prov ide r. and ne ith er Lesso r nor any Third Party Provider shall be
cons ide red to be an agent o f the other. Wi th out limitin g Le ss ee's
enforce men t o f ri g hts aga inst Le ss or in a separa te ac ti on at law. for direct
damages res ulting from Le ssor's negl igence. will fu l mi sco nduct. or breach
of th is Lease. from the comme nce ment of the Te rm . Le sso r wi ll ha ve no
liabili ty to Le ssee. or it s cu stomers. or an y other person s. lor damages or
s pec ific perfo rmance aris in g ou t of thi s Lease or concern in g an y Equipment
or Sofi Cost It ems. including di rect. in direct. speci al. or co nsequen tial
damages. or damages based on s trict or ab so lute tort li abi li ty. and al so as to
an y programs or da ta re sidin g on an y Equ ip ment at any tim e. including upon
return to or repossess ion by Lesso r. If thi s Lease is governed by the Uniform
Commercia l Code-Leases (Article 2A), then the parties ag ree tha t thi s
Lease is to be treated as. and they hereby agree that th is Lea se is. a finance
lease as th at te rm is use d in Art icle 2A. regardless of any extent to whic h it
docs not mee t th e defini t ion o f such term. To the full es t ex t ent permitt ed
by law, thi s Lease is to b e gove rn ed so lely by its terms and Le ssee waives
a ny terms of law co ntrary to thi s Lea se.
14. Les see Warr ant ies . Lessee re presen ts and warrant s whe n it exec utes
this Lease and when it execut es th e Ac ce pt ance Ce rti ficate , that: (a) Lessee
is du ly o rga nize d and in goo d standin g un der applicab le law in th e
jurisd ictio ns o f its org an izat ion and domici le and in whi ch Eq ui pment may
be located or So fi Co st It e ms recei ved with full power and au th ority to ent er
into th is Lease : (b) thi s Le ase is enforceable agai nst Lesse e in acco rda nce
wit h it s term s. subj ect to law s of ge nera l ap pli ca tion affec tin g creditors·
ri g ht s ge nerall y. and doc s not breac h or create a defaul t under any in strum en t
or agreemen t binding on Lessee: (c) no proceed in gs exist before an y court
or ad mini strative agency th at wo uld have a mat erial adverse effect on
Le ssee. thi s Lease. the Equipment. or th e prov is ion , supp ly. or performan ce
of any Sofi Cost It em s. nor has Lessee been threatened with any such
pro ceed ings: (d) the financial statemen ts and othe r financial information
made ava il ab le by Lessee have been p repa red in accord ance wi th ge nerally
accept ed accoun tin g prin cip les and accurately prese nt Lessee's financial
po sition as of th e dates g iven: and (c) Lessee 's chief executive office is
lo ca ted at it s add ress spec ifi ed in thi s Lea se .
IS . lndemnit v. Le ssee shall be re s po ns ible for any liab ili ty incurred by
Lessor as a re sult o f Lessee's ac ts or omi ss ion s in connection wit h this
Lease. prov ided s uch liabi lity is subject to the imm unit ies and limi tation s o f
the Mi sso uri Tort Claim s Act or other Mi sso uri la w. However, Less ee will
not be liab le: (x) fo ll ow in g th e satisfactio n o f the con dition s to th e lease of
th e Equ ipm ent and finan c in g of th e So ft Cos t Item s set forth in Sectio n 2 for
th e net pr ice of the Eq uipm ent or So n Cos t Items in clu ded wit hin the
Le ssor's Bas is: or (y) to a person pursuan t to the foregoi ng fo r any C lai ms
to the ex tent re sult ing from tha t pe rson's neg li gence or wi ll ful misconduc t
or breach of thi s Lease.
16. S urre nder of Eq uipm ent. Whenever Less ee is req ui red or pe rmitt ed
to return Equipment. Le ss ee will (or. at Lessor's req uest. Lessee will ha ve
th e Manufacturer or Lessor or another part y acceptab le to Le sso r). at
Lessee's cost and expense (and at Lesso r's regu lar rat es. if perform ed by
Le ssor). dcin sta ll . in s pect. and properl y pa ck th e Equ ipm ent. and re turn th e
Eq uipm en t to Lessor by such common ca rri er as Lessor may specify. to a
destinati on wi th in the continent al United States o f Ameri ca spe cified by
Lesso r. ac co mp an ied by the relocation inventory or s imilar fo rm compl eted
by th e dei nsta ll cr. Lesso r is not requ ired to accept an y ret urn o f Eq ui pment
more than one month befor e th e end of the Term. Any re turn of Eq uipment
accepted by Less or releases Le ssee of it s leasehold rights and possessory
interest in th e Eq ui pme nt , but will not otherwise co nstitut e a termination of
th e Term or thi s Lease or Lesse e's relat ed obli ga ti ons. Wh en received by
Less or, th e Equipme nt s hall be: in good work in g order: reaso nab ly c lean and
cos meticall y good: in th e same co ndi ti on as when shi pped to Lessee.
rea sonab le wear and tea r exce pt ed: fr ee of passwo rd pro tecti on, data, and
user-in sta ll ed sofiware: if applicable to the op eration of th e Equipment. free
of con sumables and of fuel. chemica ls, or wastes and free of all tox ic.
hazardou s. o r dan ge rous mat erials not orig in all y a part of th e Eq uipm ent:
and . except for personal comput ers, at th e Ma nu fac tu re r's minimum
acceptab le and current engineering le vel. and certified by th e Manufacturer
as elig ible fo r it s mainte nan ce contract , if ge nerall y ava i lab le, at the n
prevailing rates wi tho ut the need fo r Less or to in cur any repa ir.
rehabi litation. or cert ificat ion expen se ('Maillf enance Certified '). Lessee
will be liab le to Le ss or for all expen ses Le ss or incurs or wo ul d incur in
placing the Equipment in the condition required by thi s Lease, up to th e Fair
Ma rk et Va lu e price of the Equ ip ment. Any addi ti ons to th e Equipment not
removed be fore re turn shall become Le ssor's exc lu sive p ro perty (li en fr ee)
or, at Lesso r's option and Le ss ee's expen se, removed and re turned to Lessee
or so ld , dest royed. or oth erwi se d ispo sed of, all wi thout any li ability on th e
part of Lesso r or any oth er per son to Lessee or any oth er pe rso n. an d th e
Equ ip men t res tored to its original con dition .
17. Defa ult. II is an 'Event of Defau lt ' under thi s Lea se i f: (a) Le ss ee's
failure to pa y any Renta l Pa yme nt or other amount unde r thi s Lease when
du e contin ues fo r 10 days afier noti ce: (b) Lessee 's fai lure to observe an y
provi sion of this Le ase continues for 30 days aficr notice: (c) a
rep rese ntation or warranty o r statem ent made by Le ssee in thi s Lease or in
any other in stru ment provid ed by Less ee is in co rrect in an y mater ia l respec t
when made: (d) unle ss express ly pe rmitted by Sec tion 8(c). Lessee reloca tes
tl1e Equipment or. unless express ly permitted by Secti on 2 1. Lessee purport s
to ass ign or subl et any interest in th e Eq u ipm ent or any int erest in or
obl igation und er thi s Lease: (c) th e Equ ipmen t is levied aga in st. se ized. or
attached: (f) the appointment. election , nomination. or other inst itution of
any adm in istrator, examiner, adm ini st rative recei ve r. co mpul sory manager.
tru stee, or liquid ator o f Lessee (or an y s im ila r person co nt emplated by the
law s of the Un it ed States o f Ame ri ca or oth er appl icab le laws). or Lessee
makes or see ks an ass ign me nt for the ben e fit of credi tors or any arra ngeme nt
or composition wit h its cred itors, or become s in so lvent. or co mmit s any ac t
of ba nkru ptcy, or is the subject of a pe titi o n or proceed in g under any
ban kru ptc y, reorganizat ion . arrange ment o f deb ts. in solve nc y. or
rece ive rship law , or Les see seeks to effect uate a bul k sale of it s inve nt ory.
equipme nt , or asse ts. or any act ion is taken with a view to Lessee 's
termi natio n or the ter min atio n o f its bus iness. and, i f any of the for ego in g
eve nts is not vo lunt ary, it co nt inu es for 60 days: (g) any guarantor of thi s
Lease dies or is the s ubject o f a n eve nt of th e types l isted in clau se (f) or
breach es or defau lt s un der th e g uarant y: or (h) a defau lt or eve nt of default
occurs under any other lease o r other agreemen t en tered into be tween Le ss or
and Lessee.
18 . R emedies_ If an Even t of Default is contin ui ng, or if at any time du ri ng
th e con tinuan ce of an Eve nt o f Default und er th is Lease or any other le ase
or other agree ment entered int o between Le ssor a nd Lessee Less or has with
or withou t no tice to Lessee declared the occ urren ce of the Eve nt o f Defau lt.
Lessor may in its ab solute di scretion exe rci se any one or more of these
remedie s: (a) terminat e thi s Lease: (b) take po ssess ion of, or render
unu sable. any Equ ip ment wherever lo cated , wit hout noti ce or process oflaw
(b ut wit ho ut bre ac h ing the peace an d subject to any appl ica b le law). and
wit hou t li ab ility for damage s occas io ned by s uch ac ti on (except for d irect
damage s to the ex tent cau sed by Le ss or's neg li ge nce or will fi t! mi sco nduc t).
and no suc h actio n will co nstitute a termination of thi s Lease, a ll as though
Lessee had fai led to s urrend er the Eq uip ment when req u ir ed to do so:
(c) te rmi na te, suspend , or wit hh old. or ca use th e termin atio n, sus pens io n.
or withh o lding o f an y Soft Cost It ems. and o the rwise re nder any of them
un usab le. and re qu ire that Customer immediat ely cease rece iv in g, using. or
be nefitting from any Soft Cost It e ms. in clud in g by dcin stalli ng and dele tin g
all copies of li ce nsed softwa re Sofi Cos t Item s from an y co mputer syste ms
owne d or co ntroll ed bv Customer or use d for C ustom er's be nefit. and
destro yin g all print ed-or electronic man ual s and mate rials prov ided
th erewi th . and no suc h action will con stitu te a termination of the Rent a l
Payment s or the Term or thi s Le ase. nor shall an y such ac tion. even i f
effected by or throu gh Lessor. nor shall the avail abi li ty of th is remedy. result
in Le ssor being re spon s ible for any performance du e from an y Th ird Part y
Provider: (d) req ui re Lessee to re turn the Eq uipm ent to a loca ti on des ignated
by Lessor in acco rd anc e with Sect ion 16 and th ere surren der co ntro l of th e
Equ ip ment to Lesso r pu rs uant to Sect ion 16 as tho ugh the Te rm ha d expired
(a nd such ac ti ons will no t co nstitu te a termin ation of th is Lease ); (e) d ec lare
a ll or, in one o r more decl ara tion s, any porti on of th e Le ss or's Return (as
defin ed in Sec tion 19). ca lcula ted by Le ssor as o f th e da te o f the declaratio n,
du e and pay abl e. a nd: (i) up on Les sor's fu ll receip t of th e entire Le ss or's
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Return. p lus all oth er amoun ts that arc or become due un der thi s Lease. thi s
Lea se will terminate and Les see wi ll be ent itled to Less or's int eres t in the
Equipment. and (ii ) up on a declarat ion of the entire Le ssor's Return or
Rem a inin g Rental Payments (as defined in Section 19) bein g due and
payab le. any later Rent a l Payments coming due und er thi s Lease before th e
th en effective expiration date o f the Term sha ll cease: (f) proceed by court
action to enfo rce performance by Le ssee of thi s Lease and/o r to recover all
damages and expen ses suffered by Le sso r as a con sequence of any Event of
Defau lt : or (g) exercise any oth er ri ght or remed y avai lable at law o r in
equity. Lessee will al so reimburse Lessor for all ex penses in curred by Le ssor
in enforcing thi s Lea se . Lessor's so le obligat ion to miti gate it s dama ges is
that if it repossesses any Equipment pursuant to thi s se ction Le ssor will
lease. sell , or otherwise di spo se of the Equipment in a commercially
reasonable manner. with o r without no tice. and at pub li c or pri va te sa le. and
app ly th e ne t proceed s (al1cr deducting a ll expenses of di spo s ition ). if any.
to the amount s owed to Lesso r: but Lessee will remai n liable to Lessor for
any deficiency that remain s after any suc h dispo sition. With re spect to any
not ice or sa le required by law. I 0 da ys · notic e is reaso nable no tic e. The
remedie s provided in th is Lease arc in addition to all other ri gh ts or remedie s
now or hcrcaflcr ex istin g und er thi s Lease. or at law o r in equity. and may
be enforced concurren tl y th erewith. and from tim e to tim e. The prevailing
party in any ac tion und er thi s secti on will be ent itl ed to reimbursemen t by
the oth er party of reasonable out-of-pocket lega l fees in curred by such
prevailing party in co nnection with s uc h ac tion .
I 9. Lesso r's Return. Lesso r may become entitl ed to the Less or's Return,
whi ch shall be Lesso r's anticipated be ne fit of its bargain and profit from thi s
tran sacti on (to whic h it wi ll spec ifi ca ll y be entitled). The Le sso r's Return.
as stipulat ed to herein. in clud es amounts attributed by the parties to (and a
loss to Lessor upon a l.oss o r Event of Default is de pendent in part upon)
unpaid Rental Payment s to become due. the original cost o f th e Equipment
and Sofl Cost Item s to Lesso r. the unrealized an ti c ipated va lu e of the
Eq ui pment to Lessor. the future o bse rvance by Lessee o f its nonrcnta l Lease
ob li gati o ns fo r the benefit of Lessor, and Lessor's minimum ant icipated
proceed s fr om the future ret ai l sa le or lease of th e Equipme nt to Le ss ee or
another customer. The parti es agree that the Le sso r's Return will. as
liquidated damage s and not as a penalty. be th e following (together with
related Taxes):
(a) I 0 5% of th e Lc sso r·s Bas is minu s 70% o f the Rent al Payment s
(exc lud ing Ta xes ) ha ving come due s in ce the Ba se Term
Commen ce ment Dat e, or
(b) if greater. the Prese nt Va lue (as defi ned in Sec ti on 27) o f: th e Rental
Pay ments sc heduled to become du e through th e las t d ay of the then
effective Term ('Rem aining Rental Payments '): plu s Lessor's
estimat e of th e Fair Market Value price of th e Equipment on the last
da y o f th e Term. or
(c) if (a nd onl y if) th is Le ase gives Lessee the o pti on to purch ase all o f th e
Equi pm ent at the end of the Term for a price which is (or is limite d to)
a stated amo unt. including an amount stated as a perc enta ge of th e
Lesso r's Bas is. the Pre se nt Value o f: the Remainin g Rental Payme nt s:
plu s s uch stated am o unt.
20. Assignment Bv Lessor. Lessor may unqualifiedly ass ign thi s Lea se or
any Eq uipm ent. in who le or in part. including granti ng or ass ignin g any
encumbrance or oth er interest in thi s Lease or any Eq uipment. without notic e
to or con se nt o f Les se e. to any perso n ('Assignee'). No ass ignm ent will
reli eve Lesso r of it s o bli gation s under thi s Lease. Lessee a nd Lessor
acknowledge that any suc h a ss ig nment will not materiall y change
Less ee's or Lessor's o bli gati ons under this Lease. Le ssee will un less
otherw ise directed. a bsolut ely and un conditionall y pay all amou nt s due
und e r thi s Lease to Ass ignee without abatement. reduction. offse t.
recoupment. co mp ensation. crossc lai m. countercl aim. or any other defe nse
wha tsoever. If Lessor notifies Le ssee of an ass ignment Lessee will: (a) not
permit thi s Lease to be amended or any of its term s waived with o ut th e
written con sent of Assignee: (b) not require Ass ig nee to perform any
obligat io ns of Le sso r oth er than the wa rr anty of quiet enjoyment pro vid ed
for in Sec ti on 23 and any other obligations express ly assum ed by th e
Ass ignee in writ ing: and (c) execute such ack nowledgment s of ass ignm ent
as may be rea sonabl y requ es ted by Lessor or Ass ig nee. Ass igne e will be
entitl ed to all of Lesso r's ri g ht s. powers. indemnitie s. and pri vi le ges under
thi s Lease to th e ex tent of th e assign ment. including the ri g ht to make further
ass ignm en ts. Assignee will not be li ab le for Lessor's ne g li ge nce or willful
misconduct or breach o f thi s Lease or an y warrantie s or other agree ment s of
Le sso r. nor will any action o r ina ction by Le sso r affec t th e obli gati ons of
Le ssee to Ass ig nee under thi s Lease. Lessee acknowledge s th at Lessee and
any of its Ass ignees are no t o ne another 's age nt s, even if any of them arc
closely connected wi th one ano the r by ow ners hi p. contract. or otherwise.
Lessor may provide copies o f th is Lea se or related docu ment s or informati on
concernin g Lessee and it s o bl igati ons hereunder to any Assignee.
pro spective As signee. affiliate. or oth er person .
2 I. Assignment Bv Lessee; C ha ng e In Co ntrol. Wi thout the prior wrillen
co nsent of the Lessor (not to be unreasona bl y withheld ) Lessee cannot
ass ign any intere st in this Lease or ass ign or sublet any interest in
Eq uipment. No ass ignme nt or sublease by Lessee will di sc harge or dimini sh
Lessee 's obligati ons. and Lessee wi ll co ntin ue to be primaril y, a bsolut ely,
unconditionall y, and indep end entl y liab le for the full and promp t obse rva nce
of all of its ob li gations under thi s Lease fo ll owing any such assignment or
s ublea se.
22. Co un te rparts; Financing Sta t e ments. Thi s Lease may be executed in
one or more count erparts. If thi s Lease constitut es chatte l paper. as defined
in th e Uniform Commercial Code-Secured Tran sa ction s (Article 9) or
ana logous legis lat ion in effec t in any relevan t j uri sdict ion, a paper
represe ntation of this Lease manua ll y executed (o r, if elect ronic s ignatures
arc agreed to by th e parti es as desc ri bed in Sec tion 33. elect ronica ll y
exec ut ed) by Les see. when manually counte rsigned or att ac hed to Le sso r's
ori g inal manual s ign ature cou nterpan there of (w heth er or no t prev iou sly
e le ctronicall y sig ned by Lessor). will con stitute the one o ri g inal of th is Lease
for wh ich a security interest may be perfected by possessi on. I f there is more
than one such coun terpart, one will be marked as and be the original. and
any others will be marked as and be duplica tes. Un less Lessee has th e rig ht
to acqu ire Lessor's intere st in the Equipme nt at the end of the Term for
nominal or no cons ideration. the parti es intend thi s Le ase to be a tru e lease
and not one int ended mere ly for security . Le ssee a uth ori zes Lessor and its
age nts to file finan cing statement s to g ive pub lic not ice of Lessor's interest
in the Equ ipme nt and any procee ds thereof or any ot her items Le ssor
anticipates may be leased, finan ced . or so ld by Lessor to Lessee under thi s
Lea se or any othe r lease, finance. or sal e ag ree men t (whether nor not such
other agreement has bee n executed), but Lesso r will terminate or amend any
fina ncing sta tement cove rin g item s not leased , financ ed . o r so ld (and not
paid fo r in full ) at Less ee's req uest an d Les so r's expense.
23. Quiet En joy ment. So lon g as no Even t of Defau lt is co ntin uing. Lessor
will not interfere with Lessee 's quie t enjoyment of the Equipment. If a
failure by Lesso r to mate ria ll y observe the forego in g warra nty of quiet
enjoyment conti nues lor I 0 days al1er notice , Lessee ma y in its abso lute
di sc retio n exercise any o ne or more o f the fo ll owing reme di es (whi ch shall
be it s ex clus ive remedies for such fai lure): (a) by no ti ce terminate this Lease
(in clu d ing it s ob ligat ion to pay Rent a l Payments) as it relates to suc h
Equipment ; or (b) proceed in a separate act io n at law to recove r a ll direct
damages suffered by Lessee re s ultin g from such fai lure.
24. Fair Market Va lue. 'Fair Market Va lu e ' is th e price or rent. as
applicable. th at wo uld be obta ined at arm ·s length betwe en informed and
wi llin g parties. neit her under compu lsi on to con tract. for the sale or lease of
Eq uipm ent ass um ing the Equipment is: in in sta ll ed. con tin ued . and
uninterrupted use by the buye r or lessee : in th e conditi on required by thi s
Lease and , except for perso nal co mput ers, Mainten ance Certified (as defined
in Se ct ion 16); and be in g so ld with the soflwar e necessary for its use. Fa ir
Market Value will be determin ed by Lesso r. bu t if Lessee objects in writin g
to Le ss or's dete rm in ation within I 0 days aflcr Lessor comm unicates it s
determina tion to Lessee 's re prese nt at ive in wr itin g o r by emai l. then Fair
Market Value will at Lessee's ex pense be dete rmined by an independe nt
appra iser selected by Lessor and reasonab ly sati s facto ry to Lessee.
25. Late Perform a nc e: Inter est Limitations. Amount s du e und er thi s
Lease (i ncludin g Re nta l Payments and Lessor's Return and oth er pa yments
dema nd ed or declared to be due o r o therwise due or reimbursab le) that arc
not pa id within 10 days of their due date or demand will bear intere st,
payab le upon demand. at the rate o f 12% per annum. or such le sser rate as
ma y be the max imu m legal rate. fr om th eir due dates. Whenever any
Equipment is required to be ret urned to Le ss or but is not returned to Le sso r
by th e date required. in add iti on to a ll of Lesso r's o ther rig ht s and remedies
hereunde r. Le ssee sha ll pay to Lessor rent for th e per iod aflcr the end o f th e
Te rm through the date of Lesso r's receipt of the Equi pm en t at the Previously
Effec tive Rental Rate (as de fin ed in Sec ti on 6 ). If any pa yme nt s req uired to
be made under thi s Lease wo ul d othe rwise be cons idered th e collec ti on of
interest in excess of the maximum amount pe rmitted by app lic ab le law:
Lessee will not be ob ligated to pay the excess; any excess which may have
been collected will be credi ted to Le ssee 's ot her o bli gati ons to Le sso r or
refunded; and thi s Lease will be co nsi dered to have been amend ed so as to
eli minate Le ssee's obligat ion to pa y such excess.
Pa ge 5 of6
g:l busscrv\ww23 \Wicdcrhorn\City of JcfTcrson\OO I ·sch.doc
Pub lic
26. Prorations. Rental Payments for Rental Periods not consisting of a
whole calendar month or a whole calendar quarter or another whole calendar
period, as applicable, will be prorated on the basis of a 360 -day year
comprised of four 90 -day quarters and twelve 30 -day months.
27. Present Value. `Present Value' is the present value of the amount in
question discounted to the date present value is to be determined at the
Present Value Rate on the last day of the complete week most recently
reported on the date of determination or on the Base Term Commencement
Date, whichever is less, compounded with the same periodicity as the Rental
Period. The `Present Value Rate' is three -fifths of the annualized daily
prime rate of interest, as described in Federal Reserve Statistical Release
H.15 — Selected Interest Rates (available, for example, at http://www.
federalreserve.gov/Releases/H15/data.htm), or any successor publication of
the US Federal Reserve System, but if there is no such publication, the
lowest prime rate published in The Wall Street Journal.
28. Further Assurances. Lessee will promptly execute such documents
and take such further action as Lessor may from time to time reasonably
request in order to carry out the intent of this Lease or protect or perfect the
rights, interests, and remedies of Lessor reasonably intended to be created
thereunder.
29. Notices. Notices under this Lease shall be in writing and conclusively
deemed to have been received by the receiving party: on the 5th business day
after being sent by first class mail, postage prepaid, unless there is an
interruption in postal services, or on the business day when sent by
confirming fax; or if sent by overnight or express domestic or international
courier, on the next business day or other business day warranted by the
courier for delivery; or when given in person, whichever such date shall be
earliest. In all such cases notice shall be directed to a party at its address set
forth in this Lease, or at such other address as a party may notify the other
from time to time as its address for notice. Notices not sent in accordance
with the foregoing will only be effective if and when the writing is actually
received by the receiving party at its address for notice.
30. Interpretation. Terms of inclusion mean inclusion without limitation.
Time is of the essence. The provisions of this Lease will survive its
expiration, cancellation, or termination, and any return or sale of Equipment,
and remain in full force and effect with respect to events or conditions
occurring or existing during (or fairly attributable to) the Term or Possession
Period. Any waiver or failure of a party to require strict observance of this
Lease, will not constitute a waiver of any other breach of the same or any
other provision of the same Lease or any other lease. This Lease will not be
binding upon a party until executed by both parties, except that when this
Lease is signed by Lessee and any Equipment is shipped to Lessee the
provisions of Sections 2, 7, 9, 11, 13-15, 30, 32-35 shall be binding even if
this Lease has not been executed by Lessor. This Lease cannot be amended
except in an instrument executed by both parties. This Lease binds and
benefits the parties' successors and permitted assigns. The parties hereby
acknowledge that they have required this contract, and other agreements and
notices required or permitted to be entered into or given pursuant hereto, to
be drawn up in the English language only. If any such document or
communication is prepared in or contains both the English language and
another language, only the English language provisions shall have import
and the versions in any other language shall not be binding upon the parties
thereto and shall have no effect whatsoever on the interpretation or
construction of the English language version. The page numbering of this
Lease may be exclusive of exhibits, if any.
31. Soft Cost Items. The Equipment may contain software in which the
parties have no ownership or other proprietary rights. Where required by a
software owner or manufacturer or Lessor or the Third Party Provider of
other Soft Cost Items, Lessee will enter into a license or other agreement for
the use of the software and the provision of the Soft Cost Items. Any such
agreement will be separate and distinct from this Lease, and Lessor will have
no rights or obligations thereunder unless otherwise agreed by it in writing.
Any rent attributable to Lessor's financing of Soft Cost Items will be paid
under this Lease as rent subject to the provisions of Section 5 regardless of
Lessee's dissatisfaction with, or the failure or quality of, the Soft Cost Items.
32. Facsimiles. In any proceeding relating to this Lease or any related
document or any Equipment or Soft Cost Item, a person may produce a
reasonable textual or graphical representation on paper of a document,
however created, stored, accessed, or communicated, including documents
that are manually executed (or, if electronic signatures are agreed to by the
parties as described in Section 33, electronically executed), and including
photocopies or other representations made by scanning or printing electronic
files, database entries. or other electronic records, rather than the original
document, if any, and such paper representation will be considered a true
and valid original of the document for all evidentiary purposes.
33. Electronic Signatures. An electronic signature on this Lease or any
related documents by a party shall be as valid and effective as its manual
signature, and electronic signatures are agreed to for purposes of this Lease,
if: both parties agree to the use of a party's use of an electronic signature on
that or any other document relating hereto, including where one party's
electronic signature on a document is manually or electronically accepted
by the other party.
34. Invalidity,. A provision of this Lease that is or becomes invalid will be
ineffective only to the extent of the invalidity, without affecting the
remainder of such provision or this Lease.
35. Applicable Law. This Lease is governed by the laws of the state
within which Lessee is organized without regard to conflicts of law
principles. The parties consent and submit to the jurisdiction of the local,
state, and federal' courts located within the state in which Lessee is
organized. The parties waive any objection relating to improper venue or
forum non conveniens to the conduct of any proceeding in any such courts.
As between Lessee and Lessor, for matters relating to this Lease or the
Equipment, Lessee unconditionally and irrevocably waives any sovereign or
other immunity (or claim therefor) from the jurisdiction of such courts or
against Lessor's rights relating to this Lease or the Equipment. The parties
irrevocably waive all right to trial by jury in any proceeding between
them relating to this Lease or the Equipment.
If this Lease was transmitted to Lessee for signature in electronic format, Lessee represents and warrants to Lessor that the text originally
transmitted has not been altered in any way. Lessor's acceptance of this Lease is based on its reliance on, and specifically conditioned by, the truth
of this representation and warranty. Lessee acknowledges receipt of a true copy of this Lease. This Lease constitutes the entire agreement of the
parties relating to the leasing of the Equipment.
City of Jefferson, Missouri (Lessee)
Turn -Key Mobile, Inc. (Lessor)
By: �w v vt.er w ui v ti By:
cant-
in Name/Title:
��r� �
2.
Date: 4 17 Date:
APPROVED AS TO FORM:
Public
EX HI BIT A
TO LEASE '0. -00 1
C ITY OF J E FFE RSON
l, Publ ic
.Tum-Key ~~obile , Inc .
Estimate#
Est imate Date
TURN-KEY MOBILE, INC.
4510 Country Cl ub Drive
Jefferson City, Missouri 65109
-----------
: EST-10062
: 01 /18/2023
I Sale s person/ISS
r-aiu To
I Prepared By
--
City of jefferson
320 East McCarty St.
Jefferson Ci t y MO 65101
# Item & Description --
1 WJ -VP U4000
i-PRO VPU4000 RECORDING UNIT ONLY (Includes Wireless LAN 1, Wireless LAN 2, BT,
Common Trigger) [For each WJ-VPU4000 ve h icle, include IPS-ICV4-ACC alo ng with a
Fr ont(WV-VC35J an d Bac k Seat(WV-VC31) camera]
2 WV-VC35
I-PRO ARBITRATOR WIDE ANGLE FU LL HD FRONT CAMERA FORi-PRO IN-CAR VIDEO
~STEM [Bu i lt-In G-force sensor] W/0 Ethernet Cab le
3 IPS -ICV4-ACC
I
i-PRO ICV4000 ACCESSORY KIT FOR VPU4000, 256GB SSD W/AES, POWER
DISTRIBUTION BOX. BATIERY BAC KUP, 25' ETHERNET BLACK, 25' ETHE RNET YELLOW.
25' ETHERNET LT . BL UE. IN-CAR MICROP HO NE, ETHERNET BRACKET r--
4 WV-VC3 1
i-P RO ICV BA CKS EAT HD CAM ERA W ITH IR, NOT INCLUD ING ETHERNET CAB LE.
(E t hernet cab le inc luded in -ACC Kit)-or ARB-CABLREAR -------
5 IPS-ICV-UDE-OP3
i-PRO ICV UDE ON-PREMI SE DEVIC E LI CENSE FOR 3 YEARS, INCL. DEV ICE
MANAGEMENT. LIVE STREAMING AND REDACTION . SE RVICE ENTITLEM ENTS : 24X7
HELP DESK. SOFTWARE MAINTENANCE AND SUPPORT.
6 I IPS-ICV4-ANT-BL
PANORAMA SHARK FIN FOR ICV4000, 4 WLAN, 1 BT, 1 GPS BLA CK, 6.77"X2 .4" BOLT-
ON ------
7 I IPS-ICV4-256SSD
I-PRO 256GB RUGGED SSD FOR VPU4000 W/PULL TAB, W/AES ENCRYPTION --·-
8 IPS -ICV4-SSDREAD
I-PRO ICV4 VPU4000 SSD READER
I I WV-BWC40D1A • 9
1-P RO BWC4 000 SINGLE DOC KING CHARGER STAT ION ONLY. For m-s tat1 on also o rder
I PS-BWC-AC65W. F01 Vehilce installations also order IPS-BWC4-12V-WIRE and IPS-ICV·
r
ETH 25G RN --------
10 IPS-BWC4-12V-W IRE
i-PR O BWC4000 12V VEHICLE HARNESS FOR WV-BWC40D1A OR WV-BWC40C 1A
~-
l 11 IPS-ICV-ETH25GRN
i-PRO ICV 25' GREE N UTP NETWORK CABLE FOR BWC DOCK -----
12 WV-BWC4000
I-PRO AMER ICAS INC. : BWC4 000 CAMERA ON LY (INCLUDES KLI CK FAST MOUNTING
~)
13 IPS-BWC4-MNT-K IT I i-PRO BWC4 MOUNT KIT IPS-BWC-MN T-BELTC, IPS-BWC-MNT-XMAG,IPS-BWC -MNT-
I MOLLE, I PS-BWC-MNT-VEST, IP S-BWC-MNT-STUD
14 IPS-BWC-TETHER
i-P1 o Tether With Velcro Attachment ---
Order N otes:
:Terry Cage
Qty Rate Amount
40.00 2,900.00 116,000.00
I ---
40.00 868 .0 0 34,720.00
J
40.00 668.00 26,720.00
40.00 377.00 15,080.00
--- -
40 .00 358.00 14,320.00
--
40.00 331 .00 13.24 0.00 I
1--
41.00 144.00 5,904.00
-f--
1,124.00 1 4.00 281 .00
46.00 227.00 10,442.oo 1
-· -
40.00 30.00 1,200.00
40.00 20 .00 800 .00
90.00 860.00 77,400.00 I
90.00 131.00 11,790.00
--
90.00 12.00 1,080.00
----
I
I # Item & Description Qty Rate Amount
15 IPS-BWC-UDE-OP3 90.00 358.00 32,220 .00
I
i-PRO BWC U D E ON -PREM ISE DEVICE LICENSE FOR 3 YEARS , INCL. DEVICE
MANAGEM ENT, LIVE STREAM ING AN D REDACTI ON. SERVICE ENTITLEME NTS : BWC
INITIAL CONFI GURATION, 24X7 HELP DESK. SO FTWARE MA INTENANCE AND
SUPPORT.
16 IPS-BWC4-WTY -3Y 90.00 280.00 25,200.00
I
I-PRO BWC4000 CAMERA 3-YEAR ACC IDEN TAL DAMAGE COVERAGE WI TH A DVANCED
REPLACEMENT FOR CA MERA BODY ONLY.
I 17 WV-BWC40D8 11 .00 1.471.00 16,18 1.00
i-PRO BWC4000 8-BAY DOCKING AND CHARGING STATION W/0 AC ADAPTER IPS-
BWC-AC100W -----
18 IPS -BWC -AC1 OOW 17.00 105.00 1,785.00
i-PRO AC ADAPTER (100W) FOR BWC 8-BAY DOCK CHARGE R AND 8-BAY BATIE RY
CH ARGER
19 WV-BWC40B1 48.00 174.00 I 8,352 .00
I-PRO AMERICAS INC.: i-PRO BWC4000 REPLACEABLE BATIERY ------
20 WV-B WC4 0C8 6 .00 570 .00 3.420.00
i-PRO BWC4000 8-BAY BATIERY CHARGER ONLY W/0 AC ADAP TER IPS-BWC-AC1 OOW ------------------
21 WV-BW C40C1A 14.00 121.00 1,694.00
I-PRO BWC4000 SINGLE BATIERY CHARGER ON LY W/0 AC ADAPTER IPS-BWC-AC65W
I OR 12V VEH ICLE HARNESS IPS-BWC4-12V-W IRE
I 22 IPS-BWC -AC65W 20.00 66 .00 1,320.00
I-PRO AC ADAPT ER (65W) FOR BWC4000 SING LE DOCK CHARGER AND SINGLE
BATIERY CHARG ER --
23 Contract -NASPO 1.00 0.00 0.00
I
24 Contract-S ourcewe ll 1.00 0 .00 0.00
I -------
Sub Tota l 4 19,992.00
Looking forwar d for your busi ness. Total $419,992.00
Authorized Acc eptance Signature
Order Notes:
FEDERAL TERMS
Breach of Contract
1. In the event of material breach of the contractual obligations by the contractor, the City may
cancel the contract. At its sole discretion, the City may give the contractor an opportunity to
cure the breach or to explain how the breach will be cured. The actual cure must be completed
within no more than 1 0 working days from notification, or at a minimum the contractor must
provide the City within 1 0 working days from notification a written plan detailing how the
contractor intends to cure the breach.
2 . If the contractor fails to cure the breach or if circumstances demand immediate action, the
City will issue a notice of cancellation terminating the contract immediately. If it is
determined the City improperly cancelled the contract, such cancellation shall be deemed a
termination for convenience in accordance with the contract.
3. If the City cancels the contract for breach, the City reserves the right to obtain the equipment,
supplies, and/or services to be provided pursuant to the contract from other sources and upon
such terms and in such manner as the City deems appropriate and charge the contractor for
any additional costs incurred thereby.
4. The contractor understands and agrees that funds required to fund the contract must be
appropriated by the General Assembly of the State of Missouri for each fiscal year included
within the contract period. The contract shall not be binding upon the City for any period in
which funds have not been appropriated, and the City shall not be liable for any costs
associated with termination caused by lack of appropriations.
Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)
Each contractor certifies to the tier above by completing the Certification Regarding Lobbying
form, that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of the City, an
agency, a member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered by
31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award.
Clean Air Act (42 U.S.C. 7401-7671q.) and Federal Water Pollution Control Act (33
u.s.c. 1251-1387)
The contractor must comply with the Federal Clean Air Act (42 U.S.C. 7401 -7671q), as
amended, and the Federal Water Pollution Control Act (33 U .S.C. 1251-1387), as amended .
Failure to abide by these laws is sufficient grounds to cancel the agreement. By agreeing to this
agreement, the contractor certifies that the contractor, its board of directors and principals are
following these specific federal laws. Further, the contractor shall report to the City any instance
in which the contractor or any member of its board of directors or principals is determined by
any administrative agency or by any court in connection with any judicial proceeding to be in
noncompliance with any of these specific federal laws. Such report shall be submitted within ten
(10) working days following such determination. Failure to comply with the reporting
requirement may be grounds for termination of this agreement or suspension or debarment of the
contractor.
Debarment and Suspension (Executive Orders 12549 and 12689)
A contract award will not be made to parties listed on the government wide exclusions in the
System for Award Management (SAM), in accordance with the OMB guidelines, 2 CFR 180 .
SAM exclusions contain the names of parties debarred, suspended or otherwise excluded by
agencies as well as parties declared ineligible under statutory or regulatory authority other than
Executive Order 12549.
Procurement of Recovered Materials
The contractor must comply with section 6002 of the Solid Waste Disposal Acts as amended by
the Resources Conservation and Recovery Act. The requirements of this section include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at
40 CFR part 24 7 that contain the highest percentage of recovered materials practicable,
consistent with maintaining a satisfactory level of competition, where the purchase price of the
item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year
exceeded $1 0,000; procuring solid waste management services in a manner that maximizes
energy and resource recovery; and establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines.
Termination
1. Termination for Cause. The City may terminate this agreement, in whole or in part, at any
time before the date of completion whenever it is determined that the contractor has failed to
comply with the terms and conditions of the agreement. The City shall promptly notify the
contractor in writing of such a determination and the reasons for the termination, together
with the effective date. The City reserves the right to withhold all or a portion of funds if the
contractor violates any term or condition of this agreement. Termination for cause may be
considered for evaluating future agreements. The contractor may object to terminations with
cause and may provide information and documentation challenging the termination.
2. Termination for Convenience. Both the City and the contractor may terminate the agreement,
in whole or in part, when both parties agree that the continuation of the project would not
produce beneficial results commensurate with the further expenditure of funds .
3. The City reserves the right to terminate the contract at any time, for the convenience of the
State of Missouri, without penalty or recourse, by giving written notice to the contractor at
least thirty (30) calendar days prior to the effective date of such termination. The contractor
shall be entitled to receive compensation for services and/or supplies delivered to and
accepted by the City pursuant to the contract prior to the effective date of termination.
Domestic Preference for Procurements
As appropriate, and to the extent consistent with law (including 2 C.F.R. §200.322), the
V EN DOR should, to the greatest extent practicable, provide a prefere nce fo r the purchase,
acquis ition , or use of goods, products, or materi als produced in the United States. This includes,
but is not limited to iron, aluminum steel, cement, and other manu fac tured products.
Prohibition on certain telecommunications and video surveillance services or equipment
Contractors are prohibited from obl igating o r expending project fund s to:
I. Procure or obtain ;
2. Extend or renew a contract to procure or obtain ; or
3. En ter into a contract (or extend or renew a co ntract) to procure or obtain equipm ent,
services, o r systems that uses covered teleco mmunications equipment or service s as a
s ub stantial or essential component o f any system, or as critical teclmology as part of any
system. As described in P ubl ic Law 1 15-232, se ction 889, covered tel eco mmunications
eq uipment is telecommunications equipment produced by Huawei Technologies
Company or ZTE Corporation (o r any s ub sid iary or affiliate o f s uch e ntities).
a. For the purpose of publ ic safety , security of government faciliti es, p hysical
security surveillance of critical infras tructure , and oth e r national security
purpos es, video surveillance and tel ecommunications e quipment produced by
Hytera Communications Corporation, Hangzhou Hikvi s ion Digital Technology
Company, or Dahua Technology Compa ny (or any s ubs idiary or affil iate o f s uch
entities).
b. Telecommunications or video surveillance services provided by s uch e ntities or
us ing s uch eq uipment.
c, Telecommunications o r v ideo s ur ve illance equipment o r services produced or
provided by an entity that the Secretary ofDefense, in cons ultati o n with the
Director of the National Intelligence or the Di rector of the Federal Bureau of
Investigation, reasonably believes to be an entity o w ned or controlled by, or
otherwise connected to , the governme nt of a covered fo re ign c o untry.
4. In implementing the prohibition under Public Law 115-232, section 889, subsection (f),
paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs
shall prioriti ze avai labl e funding and technical support to assist affected businesses ,
institutions and organization s as is rea sona bl y necessary fo r tho se affected e ntitie s to
tran s ition from covered comm unications equipment and se r v ic es, to procure replacement
equipment and services, and to e ns ure that communications servi ce to use rs and
cu stomers is s ustained.
5. See Public Law 115-232, section 889 for additional informa tion.
6. See also § 200.471.
Retention and Access to Records
Vendor agrees retain all financial records, supporting documents, statistical records, and all other
records pertinent to the award for a period of three years. Records may be retained in an
electronic format.
Vendor agrees to provide the City , the Federal Government, and any applicable Federal
Administrator, Director, the Comptroller General of the United States, or any of their authorized
representative's access to any books, documents , papers, and records of the Vendor which are
directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and
transcriptions. The Vendor agrees to permit any of the foregoing parties to reproduce by any
means whatsoever or to copy excerpts and transcriptions as reasonably needed. Nothing
contained herein shall be construed as intending to limit or prohibit audits or internal reviews by
Federal personnel or the Comptroller General of the United States.
April 24, 2023
Turn -Key Mobile, Inc., and its Assignees
4510 Country Club Drive
Jefferson City, MO 65109
Re: Lease No. COJ-001, dated April 24, 2023 (the "Lease") between Turn -Key Mobile, Inc., as
Lessor, and City of Jefferson, Missouri, as Lessee, and the Acceptance Certificate made by
Lessee in reference to the Lease (the Lease and the Acceptance Certificate, collectively, the
"Lease Documents")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Lease Documents. Capitalized terms used in this
opinion without definition have the meanings provided for in the Lease Documents. In this opinion,
"laws" means all applicable laws, rules, regulations, orders, or governmental policies, whether
constitutional, statutory, administrative, executive, or otherwise based, and terms of inclusion are without
limitation. Based upon our examination of the Lease Documents and such other investigation as we have
considered appropriate and on the assumption that the Lease Documents have been or will be duly
executed by and enforceable against Lessor, it is our opinion that:
1. Lessee is a public body corporate and politic duly organized and existing under the laws
of the State of Missouri, with power and authority to enter into and perform the Lease Documents.
2. The Lease Documents and Lessee's performance thereof have been duly authorized and
the Lease Documents themselves have been duly executed by Lessee. The persons signing and delivering
the Lease Documents on behalf of Lessee hold the offices indicated below their signatures (which are
their genuine signatures). Such authorization and execution have occurred pursuant to and, all in
accordance with all applicable laws, including those governing open meetings, public records, public
bidding and contracting, and appropriations. Lessee's execution and performance of the Lease
Documents, and Lessee's annual or other appropriations of moneys to pay amounts coming due
thereunder, do not and will not violate any current laws, including any relating to the procurement of the
Equipment from an out-of-state source. The Lease Documents do not constitute a debt of Lessee or a
pledge of the taxes or general revenues of Lessee. If, as a result of Lessee's default under the Lease
Documents, Lessor obtains a money judgment against Lessee, Lessee will be obligated to pay it.
3. The funds necessary for Lessee to pay the Rental Payments due and to become due
during Lessee's current fiscal year have been duly and fully authorized, budgeted for, and appropriated by
Lessee and, if required by law, the appropriation is properly identified in the Lease Documents.
4. The Lease Documents are the valid, legal, and binding obligations of Lessee, enforceable
in accordance with their terms, except as limited by laws of general application affecting the enforcement
of creditors' rights generally. Assuming the due appropriation of moneys sufficient to satisfy Lessee's
payment obligations under the Lease Documents after Lessee's current fiscal year, no laws inhibit Lessee
from performing (or Lessor from enforcing) the material provisions of the Lease Documents, including
those provisions providing for Lessee's payment of Rental Payments (including rent for any period that
the Equipment is not returned as required) and payments upon a Loss or Event of Default or the exercise
of a purchase option, and those provisions relating to Taxes, the maintenance of insurance, return of the
Equipment, and limitations on Lessee's right to damages or other remedies against Lessor (including
disclaimers of implied warranties).
g:\busserv\ww23\Wiederborn\City of Jefferson\001-opinion.doc
Turn -Key Mobile, Inc., and its Assignees
April 10, 2023
Page 2
5. No consent of, exemption by, or registration or filing with any governmental body (other
than those that have been obtained or effected) is required in connection with the execution or
performance of the Lease Documents by Lessee.
6. Lessee's execution and performance of the Lease Documents, and the appropriation of
funds to meet its obligations under the Lease Documents, do not and will not violate any current laws
applicable to Lessee, including any limitations as to the manner, form, or amount of indebtedness which
may be incurred by Lessee, and, to the best of our knowledge, do not and will not result in any default
under any agreement or instrument binding upon Lessee or its assets.
7. No current laws applicable to Lessor in contracting with Lessee, that would not be
applicable to Lessor were Lessee a private entity, do or would: (a) limit the maximum duration of the
aggregate Term under the Lease Documents or the maximum duration of any individual Renewal Term;
(b) require an additional authorization before any Renewal Term is to come into effect (assuming the due
appropriation of moneys sufficient to satisfy Lessee's payment obligations under the Lease Documents
during the Renewal Term); (c) require Lessor to obtain or effect registration, license, or permission to
execute or perform the Lease Documents; (d) impose on Lessor any obligation to remove, destroy,
encrypt, protect, or otherwise deal with any data or information contained in the Equipment on its return
to Lessor; or (e) impose any obligations on Lessor to pay any particular wages to its employees or
otherwise govern its internal business operations.
8. To the best of our knowledge there are no actions or proceedings pending before any
governmental or other tribunal, or threatened, which will, if determined adversely to Lessee, would
materially adversely affect its power and authorization to enter into and perform the Lease Documents or
its appropriation of moneys to make payments thereunder.
9. The Lease Documents, the Equipment and Lessor's interest therein, and Lessee's use of
the Equipment are exempt from any state sales, use, excise, and personal property taxes.
Very truly your ,
Signat
Dustin Birch
Name
Acting City Attorney
Title
C:\Userslcreinkemeyer\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\DTR94MDO\COJ-001-opinion 1- final.doc
Zoho Sign Document ID: 2F4F459F-SGQX1DPDEZRSSCCW43WMQBKGHHPDREU6R65XX7XDGIG
TKM Annual Maintenance Agreement
Panasonic Arbitrator In -Car Video and/or Body Worn Cameras
This agreement describes the services to support and maintain the Panasonic Arbitrator In -Car
Video (ICV) system(s) and/or Body Worn Camera (BWC) system(s) ("Systems") for the
Jefferson City PD, Missouri ("Client") by Turn -Key Mobile, Inc. ("TKM"), effective
April 2023 . This agreement is entered into by and between TKM and Client and is
subject to the terms and conditions specified below.
This agreement is for a term of 3 year(s), beginning April 2023 and concluding
2026 . This agreement maybe renewed on an annual basis.
A. Scope
TKM will annually conduct one, two-day on -site visit to the Client for the duration of this
agreement. TKM will supply a minimum of one trained technician supported by TKM and
manufacturer authorizing TKM to resell and support their products to provide the services
agreed upon. TKM will provide services required to support, maintain, and upgrade the
Clients existing Panasonic ICV and/or BWC systems.
1. Equipment, software and/or services covered
This agreement covers the equipment, software and/or services listed in the table below.
This list may be updated at any time, with agreement from both the Client and TKM.
Item Type Quantity
Arbitrator 360 ICV
40
Arbitrator BWC
90
Storage — Cloud or On-prem
3
2. Exclusions
The following material and labor items are not covered by this maintenance agreement.
a. Damage to wiring or other various devices that are caused by abuse, electrical
failure, surges, excessive heat, other environmental conditions, or acts of God
that cause premature failure to these materials
b. Damage due to malicious tampering with any component of the system.
c. Software licensing
d. Computers, monitors, servers, switches
Zoho Sign Document ID: 2F4F459F-SGQX1 DPDEZRSSCCW43WMQBKGHHPDREU6R65XX7XDGIG
3. Key Client Responsibilities
a. Provide TKM technicians with on -site and remote network access to the Client's
systems with Administrator rights to install firmware and software updates.
b. Provide a list by make and model of each system to include serial number and
current firmware version.
c. Notify TKM of issues or problems in a timely manner.
d. Informed TKM of any potential changes to the Client's IT system that may affect
this agreement.
4. Key Service Provider Responsibilities
Activity
Frequency
Random checks of in -car video systems and/or
Body Worn Camera's for functionality and
defects (25% minimum)
Annual
Newest firmware version verification and
upgrade, if needed
Annual
Newest software version verification and
upgrade, if needed
Annual
Submit documentation of all work completed as
required in TKM Policy
Annual or as
completed
Assist users with support queries
During normal
business hours
Refresh Training for personnel
Annual
Troubleshoot any in -car video system or BWC
that the client identifies as dysfunctional
During normal
business hours
Any deficiencies found during the scheduled services will be documented and reported with
a quote for any repairs or services required outside of the agreement.
B. Charges
The price for this service is $ 6000
of $ 18000 .
annually for the of duration 3 years for a total cost
This is an all-inclusive charge that covers everything described in this contract, with the
following conditions:
1. Support will be provided during normal service hours from 8am to 5pm on weekdays,
excluding holidays. Support calls will be handled on a first -come, first -serve basis with a
Zoho Sign Document ID: 2F4F459F-SGQX1DPDEZRSSCCW43WMQBKGHHPDREU6R65XX7XDGIG
Signed on behalf of the Client:
By
Name
Position
Date
ACA‘ VAT liL+)- �p`wtw S�rv}ol
APPROVEDAS TQ FORM:
City' Counselor
Signed on behalf of Turn -Key Mobile, Inc.:
By
Name
•
'"� lG�w�tWhS
Kellie Atkins
Position : Sr. Mobility and Network Engineer
Date : 04/25/2023
Zoho Sign Document ID: 2F4F459F-SGQX1DPDEZRSSCCW43WMQBKGHHPDREU6R65XX7XDGIG
maximum initial response time of 4 (four) hours from the start of business the following
day.
2. Support will be attempted in following manner:
a. Phone
b. Remote log -in
c. On -site
3. Additional charges apply for these items:
a. Support outside of normal service hours: $125/per hour
b. For after-hours support please email support@turnkeymobile.com. In the subject
line insert your agency name and Arbitrator Support Request (e.g., ABC PD
Arbitrator Support Request) and provide a detailed description of the issue in the
email.
C. Replacement of parts
Any Arbitrator parts found or reported as not functioning will be diagnosed. If the Arbitrator
part regains normal operation the services provided will be covered under this Agreement.
If the part will not regain normal operation, it will be documented and reported to the
Client. TKM will provide training to the Client on how to submit an RMA request to
Panasonic. This Agreement does not replace any agreements made with the manufacturer
or manufacturer hardware or software warranties.
D. Defaults and Termination of Agreement
The Client shall have the right to terminate this Maintenance Agreement at any time, if TKM
does not perform the maintenance agreed upon in this Agreement. Termination of the
Agreement shall be effective one month from the serving of written notice on TKM by the
Client.
E. Payment to the Service Provider
At the start of the Contract Period, TKM is entitled to full payment for the terms of this
Agreement. All payments due to TKM shall be paid by the Client within thirty days of the
Client receiving the invoice.
F. Signatures
The terms and conditions as outlined above in the Maintenance Agreement are
acknowledged and agreed to this
�_ .
Acceptance Certificate
for Lease No. COJ-001
Lessee: City of Jefferson, Missouri
Lessor: Turn -Key Mobile, Inc.
Street vddress: 320 E. McCarty Street
Street Address: 4510 Country Club Drive
City/State/Zip: Jefferson City, MO 65101
City/State/Zip: Jefferson City, MO 65109
This Acceptance Certificate is made by Lessee pursuant to the above -referenced Lease between Lessee and Lessor (teasel. Capitalized terms used in this
Acceptance Certificate without definition are defined in the Lease.
Lessee certifies that: (a) the Equipment and Soft Cost Items described or referred to in this Acceptance Certificate ("Accepted Items) have been received
and inspected by Lessee; (b) the Accepted Items that are Equipment are located at the Equipment Location specified below and are fully installed: (c) the
Accepted Items that are Soft Cost Items have been performed for and approved by Lessee; (d) on the Acceptance Date specified below Lessee
unconditionally and irrevocably accepted the Accepted Items for all purposes of the Lease and alt related documents; and (e) no Event of Default or event
that with notice or the lapse of time would constitute an Event of Default is continuing.
1. The Accepted Items are all of the Equipment and Soft Cost Items described in the Lease.
2. Third Party Provider (specify for each applicable Accepted Item, if any):
3. Address for Billing (if different from Lessee's address stated above):
4. Equipment Location:
320 E. McCarty Street
Jefferson City, MO 65101
City of Jefferson, Mi '1 Lessee)
By:
Name/Title: // ,y�J" P!"iOf►'.*
Acceptance • te: , 2023 (Lessee must fill ix.)
Public
MELA V US
I Pry. 9-Ap-13HTf)
Amendment No. 1
dated May 3, 2023
to Lease No. COJ-001
Lessee: City of Jefferson. Missouri
Lessor: Tum-Key Mobile, Inc.
Street Address: 320 E. McCarty Street
Street Address: 4510 Country Club Drive
City/State/Zip: Jefferson City, MO 65101
City/State/Zip: Jefferson City, MO 65109
Lessor and Lessee amend the above -referenced Lease between Lessee and Lessor, as provided in this Amendment. Capitalized terms used in this
Amendment without definition are defined in the Lease. Except as provided in this Amendment. the Lease remains the same.
1. The Lessor's Basis shall be amended from S4I9,992.00 to S430,872.00.
2. The Rental Payments shall be amended as stated below:
Payment 1: S146,831.56
Payment 2: S146,831.56
Payment 3: S146,831.56
City of Jefferson, Misso (Lessee) Turn -Key Mobile, Inc. (Lessor)
By: �• C
Name/Title: ► 4 P ('""s"" t ' 1%Is 4 ( 4' Name/title: /i `C -40e-1 :—? K lrl.(4-- ° r' 4^-
Date: _5-- Z 02_3
Date:
By:
Kroner, Sarah
From: Moehlman, Ryan
Sent: Thursday, May 04, 2023 2:29 PM
To: Kroner, Sarah
Cc: Reinkemeyer, Karlie
Subject: FW: BWC Lease Agreement Amendment
Attachments: INV-70407.pdf
Sarah:
I signed the Change Order on this contract based on the below information that this was a clerical mistake.
-Ryan
Ryan A. Moehlnian, Actin; City Administrator
City of Jefferson. Missouri
(573)634-6314
RMoehlinan@jeffersoncitymo.gov
From: Reinkemeyer, Karlie<KReinkemeyer@jeffersoncitymo.gov>
Sent: Thursday, May 4, 2023 2:27 PM
To: Moehlman, Ryan <RMoehlman@jeffersoncitymo.gov>
Subject: BWC Lease Agreement Amendment
Hi Ryan,
Regarding the BWC Lease Agreement Amendment:
In January, the price increased for the WJ-VPU4000 systems. Turn -Key notified JCPD of this increase and JCPD agreed to
the price increase. However, when it came time to the begin the financing lease the outdated price ($116,000) for the
WJ-VPU4000 systems was listed in Exhibit A, the equipment list, instead of the updated price ($126,880). The lease
agreement did not reflect the price increase for this equipment. Both Turn -Key and the City signed the lease agreement
before this error was realized. Mike and Dana Southard, with Turn -Key, notified us about this mistake on 5/2/2023 and
requested an amendment to the !ease to cover the difference ($10,880).
Please let me know if you need anything else. Thanks!
Karlie Reinkemeyer
Sr. Management Analyst
Jefferson City Police Department
kreinkemeyer@!effersoncitymo.gov
573.403.7822
1