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Home My WebLink AboutHP Financial Services -2010 03 02+ hp financial services October 16, 2009 Dear Customer. Thank you for choosing HP Financial Services as your leasing source. We are glad we could be of assistance in helping you get the technology solutions you need for your business. To expedite the shipment of your equipment, it is very important for you to review the enclosed lease documents and to follow these step -by -step instructions for completing your lease transaction. Please reviember nist your equtpareat can't be skipped undl you carypkie and reasre that doemwntr. 1. Please carefully review the enclosed tease documents for the equipment you ordered from Hewlear Packard Pu"c Sector Saks. IF ANY CHANGES NEED TO BE MADE TO THESE DOCUMENTS, PLEASE CALL 888- 277 -5944 and ask for the documentation specialist assigned to your geographic location. 2. Please have an individual authorized to sign legal documents sign, date and initial the documents where indicated. 3. PLEASE FAX THE EXECUTED LEASE, INCLUDING THE SCHEDULES AND EXHIBITS ATACHED THERETO TO 140&277- 5945. We will start to process the transaction immediately upon receipt of these documents. 4. Per the terttts of the lease agreement, you agree that you shall be deemed to have irrevocably accepted the equipment under any lease 10 business days after shipment of the equipment to you unless we receive your written rejection prior to the end of the 10-day period. However, you agree to execute and deliver to us a delivery and acceptance certificate upon our request If a delivery and acceptance certificate is sent to you, when you receive the equipment, please sign such delivery and acceptance certificate and the Schedule A to the lease agreement and return both to us by fax at 1.888- 277 -5945. "Acceptance Date" means the first business day following the expiration of such 10-day period or such other date sal forth in any delivery and acceptance certificate requested by us. The term of the lease shall begin on the Acceptance Date. 5. Your lease agreement requires that you either enroll in HP Financial Services' Collateral Insurance Program (where HP Financial Services will purchase insurance on the equipment at your expense subject to the terms and conditions of such Collateral Insurance Program more folly act forth Is Exhibit 1 to the lesse agreement), or provide proof of all risk replacement cost insurance coverage for the leased equipment, including all rents and other amounts due and owing with respect to such equipment as of the date of payment. You don't need to do anything to enroll in the Collateral Insurance Program; we'll enroll you automatically if we don't receive an insurance certificate within 21 days of the Acceptance Date. The Collateral Insurance Fee is 0.14% per SI00.00 of the hardware cost leased by you per month and will be added to your payment each month. This fee may change from time to time in accordance with the terns and conditions of the Collateral Insurance Program. 6. If you decide to obtain your own property insurance coverage, please request your Insurance Agent to provide us with a Certificate of Insurance naming "Hewlett-Packard Flwaeial Service Company and its assignees" as "Loss Psyee(s)" under your business "All Risk" Property Insurance. The Insorsece certificate should also include: a) your company name; b) your company address and equipment location; c) the insurance policy period; d) property and liability coverage amounts; and e) your lease agreement number. If you do not want to enroll in the Collateral Insoraace Program, you must provide us with an insurance certificate naming us and our assignees as loss payee(s). After faxing the lease agreement to us, please contact your insurance agent to request coverage listing Hewlett- Packard Financial Services Company and its assignees as "loss payee(s)" on your "A8 Risk" Property Insurance as soon as possible. YOUR AGENT SHOULD PRINT OR TYPE YOUR LEASE AGREEMENT NUMBER (FROM THE UPPER RIGHT HAND CORNER OF YOUR LEASE) ON THE INSURANCE CERTIFICATE AND FAX THE CERTIFICATE TO US AT (908) 898 -4177 OR MAIL IT TO HEWLETT- PACKARD FINANCIAL SERVICES COMPANY AT 420 MOUNTAIN AVENUE, P.O. BOX 6 MURRAY HILL, N.J. 07974-0006. IF WE DON'T RECEIVE YOUR INSURANCE CERTIFICATE WITHIN 21 DAYS FOLLOWING THE ACCEPTANCE DATE, YOU WILL AUTOMATICALLY BE ENROLLED IN THE COLLATERAL INSURANCE PROGRAM. The insurance under the Collateral Insurance Program may, but need not, protect your interests. Such coverage may not pay any claim that you make or will not pay any claim that Is made against you In connection with the covered equipment We are the insured under the Collateral Insurance Program. You are not an insured, additional Insured or lop payee ender this Insurance. The insurance we purchase under the Collateral Insurance Program will not give you any liability insurance coverage and will only pay for claims for covered loss or damage to the equipment until the earlier of the end of the lean or the effective date of the cancellation or expiration of the insurance. We may purchase this insurance from an insurance company that is affiliated with us and we and our affiliate may earn income and a profit from the placement of the insurance. 7. Whether or not you are enrolled in the Collateral Insurance Program or maintain sufficient "All Risk" Property Insurance, you must always maintain adequate commercial liability insurance coverage on your leased equipment You must have "Hewlett- Packard Financial Services Company and its assignees" named as an "additional insured(sr under such liability coverage and upon our request, furnish us with an insurance certificate showing that you have such coverage. The insurance certificate should also include: a) your company name; b) your company address and equipment location; c) the insurance policy period; d) liability coverage amounts; and e) your lease number. Again, thank you for choosing HP Financial Services as your leasing source. If you have any questions or concerns, please don't hesitate to all as at 888-277 -5944. Sincerely, Laurie Mcleod contract Administration Services 888 -277 -5944 P., owuamns ITT r � ' n v e s t pff i n t hp Financial services 420 MOUNTAIN AVENUE, P.O. BOX 6 MURRAY HILL, N.J. 07974-0006 yriur, business purposes only (and not for peso", family or household purposaX subject to N terms and crdlNnn of this Low. You acknow4s In that you selected go vender an kWdMied b Schedule A (tha Vendof) and all such Equipment wMOW our semblance. You agree Not this Law Is a net Wes am you will pay, by lasso payment increase or upon our demand, all costs. feet, taxes (s•a ply. sole and use taxes) or other dnergeo mentioned with thin Lease and the Equipment, as well as all costs for Insurance, mpaka, maintenance, shipieft and filing lase. You sultanas us to aqut your Lssse payment by up to teeny 1 , (20%) M the acWN total cost of am Equpmnea at acceptance van" from the original estimate. Lees payments shelf commence on the, Acceptance Date. as dented ialow, and we due it advance on M same dab each month. You agree to pry a ons4lms docur emotion Nee in do amount specified in Sdtedds A with to tent Lew payment to cover accounts" web. If you do not ebd to anther purohaee as Eyrpm"a, rsnew, the Una or return In Equipment by the end of the Lew tens in accordance with do tome of Schedule A henna, or you tai to comply with your obligations erlebo lam the eI-,", , you will Conlinu , to pay the original Leaso payments for any full or partial month that you keep the Equipment H you haw selected abtr a FMV or a 10% End of Term Purchase Option (as bdialad on Schedule AX than we and you bend this Lane to be a'Feance law' so defined In AieY 2A of the Uniform Commercial Coda (es onscted and in efbet In try applicable ju I Sclbn, te'UCC") and you :utharite us to Bs a UCC financing statement to She public asks of our ownership of the Equipment M you have selected a $1.00 End of Tom Purchase Option or I this Lew Is of erelse da"nr0 b be a'lew intended der s"euraLl, than a sworn pryment and performance of your a 11i; lone under this Lew, you Mnby grad w a purchase money security Interest In to Equipment and in N sftdwwnts, accessotas, all", a, produces, replace m a -, and proceeds (oelerling insurance prawds) to and of the Equipment, as wall as a security interest In any other equipment we have Weed to or financed ter you, and you outhoRe us to hie a UCC financing statement to p is, such matey bfeed. You hereby appord us as your aMomey- in-fact to sign any UCC f lumcbg statements in yaw nano and to modify Schedule A to rasp any Lose payment adjustment provided for above and to complete at am* any Equipment do i n in Schedule A or any related doeurnnt to seaueley describe the Equipment ad-ova" In 4 by you. EXCEPT AS TO DUET ENJOYMENT, WE MAKE ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, MOARN O NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. You can only MAO say cake melalirg to the Equipment against go Vendor or manub dum, and you waWe any such claim against us. We hereby assign any Equip anhl wemantia during No Law term for your mand a at your expense. WE WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, NDNECT, OR CONSEQUENTIAL DAMAGES. YOU AGREE TO MAKE PAYMENTS TO US WHEN DUE, UNCONDITIONALLY, WITHOUT ABATEMENT OR OFFSET FOR ANY CAUSE AND REGARDLESS OF ANY PROBLEMS WITH THE EQUIPMENT, VENDOR, OR US AND YOU WANE ANY CLAIM OR DEFENSE TO ANY LEASE PAYMENT. You apes to Indemnify us against third party Gain or other be or damages, Including aitwnrys' Ms, arising directly or Indirectly out of Equipment deetb, use, or operation, and whother willing out of breach of eoand, ten, ar sbfd or product sobilly. You agree not to nave the Equipment or to bander, sit, sublewJ or encumber either the Equipment or any right under Na Lane without our prior wrihm consent We may freely assign our rigin and interest under tin Lew w ftal nods to you or your consent. You agree that our assignee will have the saw rights end ra odbs to we do and that our assgne's right will rot be subject to any Wins or defenses you may haw against us. You and any guarantor hereby sutiarke us to shoe information about you and any guarantor (1m:k4 ff immensity Identifiable information) with our assigns. potential wigness, to Vendor and other third parties providing ervias to us. We own the Equipment and. unless you haw selected a $1.00 End of Term Purchase Option, we Main all benefits of ownership and you agree not to take any position inconsistent wan our ownership. We may bsped the Equonwd and attach Egtsipnrnt ownership teestt. You are solely responfele /or the instelation, operation, and mainlennce of se E I, wig keep It in good condition, wW use M in awnnplanes war applicable law, and will not Mach l b hiding fahaes. As further described In the :&ached Exhibit 1 (Insurance Requkwowo- Co&N#W Insurance AOgnwl.Twma A Conditions): N you bear M risk of loan or 4kmge to or from M EghhlprrenI sMing prior In 14 return to us, (1) you will provide a us a cralleate Mowing that you hove M risk replace mehu cost coverage for to Equpmea, mme ih 9 us and our asotgnaes as lee poyehR (IS) upon the occurrence of any Was or damage to the Equipment N you fall to slowly repair or replace to Equipment (with equipment satisfactory b us), you ogres to Immedhtey Pay me tin mpiewnwa cost M tM Equipment plus all sew payments and *that mmuMS due and ow4hg with roped to such Equipment gh M you fail to provide us with a corliloala showing you have adaquaWy Insured the Equipment, or N you suet b Inure the Equipment under or policy me heeler described in Eta attached Exhibit 1, we (or our assignee M applicable) will purchase Insurnma at your expense to protect the Equipment against lose r damage (dw "CoNmool Insurance Program% and (v) WHETHER OR NOT YOU PARTICIPATE N THE COLLATERAL INSURANCE PROGRAM, YOU AGREE TO MAINTAIN ADEQUATE WINLTY INSURANCE COVERAGE FOR THE EQUIPMENT, NAMING US AND OUR AS SIGREN M ADDITIONAL BMIIRED(S) AND, UPON OUR REQUEST, TO FURNISH TO US A CERTIFICATE SHOVING THAT YOU HAVE SUCH COVERAGE Exhibit 1 to this Law provide a bull discussion of In Leese Monsoon rerpbeneMe and to lama and condition of Me Collateral Insurance Plate mr. N you do not pig or perform any obligation under this Lease wMNM 10 days of whom much payment or perfomwhes is due, or you or any gueraaor de, become insolvent or unable to pay data wtan due; stop doing business as a gai g concern; merge, tonsofdate. baefer all or s baWndmy N of your asirs, make an assignment for the bentt of ondbn, BA bankruptcy, appoint a busty or receiver or undergo a materiel adverse change in your financial or opem*V condition, we an do any or w of the bllawing: (1) awlersle without note* V payments provided ter in this Lest. (4 Immodestly repossess the Equipment, (3) called all costa of collection, bckndng any bad cheek charges and resemble acrnays' lea, (4) wbd Het tax benelta and N unpold amounts due hereunder, (S) ay or real the Equipment, and (S) wncbe al other remedies at Hew or equll. 11 we do not reask any payment Wen due, you wN pay a one -time late large on Cry overdue payment equal to the Seater of 3.10 per doter ter each late papm maL or 315 go compenswe ter do cost and expense of collecting and processing the We psynorft pars a charge of 1 -112% of ft late payment for every month ate the HIM month In which the pay of is W (ter demoges indudiq our itablity, to rekhvest the left amount), but in any case, never to exceed more then the maximum charge allowed by law. M addition, M you are delinquent in patented, you sill" be pay to actual oumo4ock"1 expenses he~ by us in our collection eN I including, but not 1 1 d to. ay, bad chock charges). Your pay an may be applied, as wee sea AM to the aided amount due. Or actin or fair" lo ad on my one remedy Nag not eanskade an elerJOn of such as our sole remedy. Any provision of tta Leas" Is severable N wlaax":ble. Any seems or Win by you against us shit be commenced vwhln one year ahem the t:aee of orlon wises or be kmww boned. You scree b sign muds older docu ro and lake such older action an we may require to Seeompoth the start and purpose of Wk Lew. M of your representations, aw an a and obligations hensuder Real 061132001 THE ESSENCE. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED N THE STATE OF NEW JERSEY AND SHALL BE GOVERNED BY AND CONSTRUED N ACCORDANCE WITH THE LAWS THEREOF. TO THE EVENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HERETO EXPRESSLY WANE ALL RIGHTS TO A TRIAL BY JURY N ANY JURISDICTIOK YOU WANE ANY STATUTORY PROVISIONS WHICH CONFLICT WITH THE TERMS OF THIS LEASE, INCLUDING BUT NOT LJMITED TO UCC ARTICLE 2A SECTION 303 AND SECTIONS 000 THROUGH 12L You acknowledge Set neither any Vendor nor any Equipment soleperoon is mn agent of ours nor are they authorized to wsiw or same the terms of Eta Leso. Their repneantedone in no way affect any of our rights and obligations as herein set forth You agree that an executed copy of title Lane be— 0 our original nunual signalure and your spna00s (either an original manual migrelun or much sigrohme reproduced by means of a reliable aI nic form, such as a photocopy, farairab or, 0 you hew executed this Lee" eiseboMesly an at A- I below, a printout of this Lew from our systems bowing your electronic signature), shelf be marked 'Odgi tar by us and that tomtit ds the only original document for all egeclive purposes: all ease copies shelf be duplaW. To the exists tida Lee eonsakdes detol paper (as d0 wed in Me UCCJ no security Merest In this Leese may be urnaed except by possession or transfer of the executed copy mrked'orwar by us. By signing and InMmKng a copy of ode Lease whom required below (elUhor on paper or sbebodcally) and providing the deposit meeourd Information requited by Schedule S, you are morning to tag of tin terror and conditions of this Lame, Including tits arms and eotwi tWe contained M Schedules A and S and Exhibit 1, web of which is hereby Insorporeted by reference Into Wes Business Leos AW"MnL This Lwee shell become a*=*" upon our acceptance herself but we will hew no obligation to purchase do Equipment wait you how accepted S as set arch below. To execute this Uw elaceoncay, do the falowino: (1) type yaw norm (Y you are an Indbiduall or the name of the muthorked person signing on your behalf an the signature lac below, (2) typo the sli e's mane and alb where indicated immediately below the signature Ins; (3) Nile Me s4W& YWYab and today's dab where indicated below, (4) yps to sigrefs bMals and etlek'I Asap' with your moue Whoa indicated at the bottom of each of Schedules A and S and Exhibit 1 (n the we of Schedule S, after typing In go required depso0 accourd infismaaony, wed (S) elek'Submr w0 your mouse whore Indicated after Exhibit 1 (collectively, your'ELECTRONIC SIGNATURE'). BY SO EXECUTING THIS LEASE ELECTRONICALLY, YOU AGREE TO CONDUCT THIS TRANSACTION N ELECTRONIC FORM, AND UNDERSTAND AND AGREE THAT YOU ARE SIGNING AND AUTHENTICATING THIS LEASE AND AGREEING TO BE LEGALLY BOUND BY ITS TERMS. YOU ALSO UNDERSTAND THAT A RECORD OF THIS LEASE AND YOUR ELECTRONIC SIGNATURE; WILL SE STORED N ELECTRONIC FORM BY LM. YOU INTEND BOTH YOUR ELECTRONIC SIGNATURE AND THE ELECTRONIC RECORD OF R TO BE YOUR LEGAL SIGNATURE TO THIS LEASE. JJ/SEE GN *Jtff11EMANDEELOW- sY: x F►MNan Tales . Kevin L Smith. City Manager IWNG ALL PRIOR RTEN YOUWARRAHT RITTDI stPPLY AI/IHORQE US TO PURCHASE THE EQUIPMENT N RELIANCE SOLELY UPON YOUR STATEMENTS HEREIN. BY YOLM MALS BELOW, YOU MALL K DEEMED TO RAVE IRREVOCABLY ACCEPTED THE EQUIPMENT 1I BUSINESS DAYS AFTER SHIPMENT OF THE EQUIPMENT TO YOU UNLESS WE RECEIVE YOUR W WM WJEC M Pill= TO THE END OPINE Is-MY PENN. HMWVER. YOU AGREE TO EXECUTE AND DELIVER TO RIS A DELIVERY AND ACCEPTANCE CERTIFICATE UPON OUR KOUEST. - ACCEPTANCE DA MEANS THE FIRST 2MMSS DAY FOUM" THE DPMAT'DN OF SUCH 160AY OTHER DATE KT FORTH IN ANY DELIVERY AND ACCEPTANCE CERTIFICATE IEQl1EtT TIE TERM OF Tip LEAK $ WALL K" ON 1)E ACCEPTANCE DATE / R L 1 Q , LESM agrMU: E OA1V_ t 2 h r lee Leese al b Uses. and b be %9* band, ao ('Grontory paeans and Is Woman payment and prbmrne of a 11 deism apes b b end eesemally Iabb fee (rnMhad hewomrtnq er0bd b to brats oblasom under the Leese are xis . MAY PR00 =® AGAINST THE OWANTOLt N THI NETANCE WITHOUT IIESORTNG TO ES. AND THE OUMANIDN STATUTORY OR OTHER RIGHT TO REOLIRE E Gunnell wWe eueragstlan . welves defense and dgib om m to it 04, 0 , kwd ft. exenlan of cur use, or to areekdon, dbronaa, mbns or Wwp . in of Lamm d pwe weNa r make e- b ay d am aenmy, rewar n rhe a vft • do se by h)"Gunswtrt mama ad meal q *&*rW wah Guoador's more wdemm Indicated below (nslesrvety. WARRANTOR B.lf:'TRONC TIJRE'} Omeretar shelf pay at comb ar entranhad and catwalks elks brexlag dbameo' feet. THIS SHALL BE GOVERNED BY THE LAWS OF NEW JERSEY. GUARANTOR CONSENTS TO T AND VENUE OF FEDERAL AND STATE COURTS N NEW JERSEY. iERET Y WANE ALL RIGHTS TO A TRIAL BY JURY. MY go EXECITWO GUARANTY ELE Y. GUARANTOR HONER TO COID = THE TRANSACTION ELECTRONIC FORM. 1DEWTAN3a AND AGREES THAT GUARANTOR • SIONMq IENMTNM THSt OUA AGREEING TO ME LEOALLY BOUND BY ITS TERMS. NTOR ALSO UKMM 8TAN THAT OF THIS GUARANTY AND THE GUARANTOR CTRONIC MONATUE WILL ME STOMD RONIC FOAM BY U L WARRANTOR SITE THE WARRANTOR ELECTRONIC gION1TU THE ELECTRONIC 11111 ID OFITTO GUARANTOR'S LEGAL SNNATLOtE TO THE OWRANT'I. WIARANIMM TITRE HERE BY: X sec. See: 0 1 ' AbrharNr-Y.t • hp Financial services ter . e r Schedule A to Business Lease Agreement Lease Agreement Number: 572DO446 Lessee (full legal name): City of Winter Springs Biling Address:: 1126 6 abfe Road 1.74 Tax ID Number: City: winter springs County: saminote Stoic: FL Zip: 32M Telephone Number (including area code): 40722rtif78 Fax Number (including area code): Equipment Description: Equipment Location: (if different from Billing Address) Street Address: 1126E State Road 434 City WINTER SPRINGS County: SEMINOLE State: FL Zip: 32708 Area CodelPhone No Area Code/Fax No.: Vendor loformatio name : Hewlett Packard Public Sector Saks Street Address: 301 Rockrimmon Blvd City Colorado Springs Co State: CO Zip: 80919 Area CodeJPhone No: (800) 8811 -3224 Area Code/Fax No: Monthly Lean Payment: Term: 3¢ months End -0f - -Term Option: FMV 1;168.17 Advance Lease Payment: ELL Documentation Fee: JIM (The payment of any Advanced Lease Payment reflected herein shall be a condition to Lessor's Total First Payment: agreement to this Lease and may include one or more of the following: (a) applicable taxes, (b) 'Monthly 575.00 Lease Payment(s) in Advance' (defined herein below), andfor (c) any other "Up -front Payment (defined (The Total First Payment shall include any herein below). 'Monthly Lease Payment(s) in Advance' shall mean such lease payments required upon Advance Lease Payment and Documentation the execution of this Lease and shall held as a non - refundable and non - interest bearing deposit which Fee.) will be mingled with other funds, credited first against the first lease payment due with any excess to be credited against the last Lease payment(s) due. 'Up -front Payment' shall mean such amount determined by Lessor required upon the execution of this lease and shall be credited against the original cost of the Equipment leased under this Lease. LESSEE'S END OF TERM OPTIONS: If you have on a timely basis fully complied with at the terms and conditions of this Lease, you may choose to exercise one of the following options upon the natural expiration of the tern or any extension or renewal term, provided however, you must give us written notice not less than ninety (90) days before expiration of the relevant term: 1. PURCHASE OPTIONS: You may purchase the Equipment for the Purchase Price (as defined below) on an "all or none" and "as -is, wherc-is" basis, without any representations or warnmties, including no warranties of merchantability or fitness for a particular purpose. "Purchase Price" means (a) if you have selected a FMV End of Term Purchase Option (as indicated above), the then "Fair Market Value" (as defined below) of the Equipment (plus all applicable taxes), or (b) if you have selected a 10% End of Term Purchase Option (as indicated above), an amount equal to ten percent (109'6) of the original Equipment cost (plus all applicable taxes), or (c) if you have selected a$1.00 End of Term Purchase Option (as indicated above), an amount equal to one dollar (51.00) (plus all applicable taxes). "Fair Market Value" means the price that a willing buyer (who is neither a lessee in possession nor a used equipment dealer) would pay for the Equipment in an arm's - length transaction to a willing seller under no compulsion to sell; Mvid however that in such determination: (i) the Equipment will be assumed to be in the condition in which it is required to be maintained and returned under this Lease, (ii) in the can of any installed Equipment, that Equipment shall be valued on an installed basis, and (iii) costs of removal from the current location shall not be a deduction from such valuation If you and we are unable to agree on the Fair Market Value of the Equipment at least thirty (30) days before Lease expiration, we will appoint an independent appraiser (reasonably acceptable to you and at your expense) to determine the Fair Market Value and such appraiser's determination will be final, binding and conclusive. 2. RENEWAL OPTION: You may renew the Lease at the then Fair Market Rental Value. "Fair Market Rental Value- means the amount of periodic rent that would be payable for the Equipment in an arm's length transaction between an informed and willing lessee and an informed and willing lessor, neither under compulsion to lease. Such amount will not be reduced by the costs of removing any Equipment from its current location or moving it to a new location. In the event of such an election, Lessee shall enter into a mutually agreeable renewal agreement with Lessor on or before the last day of the then applicable term confirming the period for which the Lease is to be renewed (the "Renewal Term"), and the amount of Rent and the times at which such Rent is to be payable during the Renewal Teem 3. EQUIPMENT RETURN OPTION: You may return the Equipment, at your expense, to a location designated by us on or before the last day of the Lease term. Upon return, the Equipment must be in the same condition as when you first received it (excepting only reasonable wear and tear) and include all original parts, attachments and accessories. You must also return to us all copies of any operating system software (including any certificate of authenticity, end user license agreement, any CD -ROM, diskettes or other media relating to such software and any other materials delivered with such software) you received with the Equipment. Collateral Insurance P m Monthly Fee: 0.14% per $100.00 of hardware cost based (which fee maybe adjusted from time to time in accordance with the set forth In Exhibit 1). See Exhibit 1 for the complete terms and conditions of the Collateral Insurance Program. LESSEE (INITIAL):X rev 029101 . hp financial services Exhibit 1 to Business Lease Agreement Lease Agreement Number: 5"130446 Insurance Requirements - Collateral Insurance Program -Terms & Conditions A. SUMMARY The term of this Lease state that you bear all risk of loss or damage to or from the Equipment The Lease requites you to maintain adequate insurance on the Equipment for the full term of the Lease as follows: Lrobibry Insurance: You must always maintain adequate liability insurance coverage on the Equipment, have us and our assignees named as an additional insureds) under such coverage and upon our request, furnish us with a certificate showing that you have such coverage. Insurance Against Loss or Damage: You have two (2) options with regards to fulfilling the requirement that the Equipment be insured against loss or damage. You may have us insure the Equipment under our policy or you may use your own insurance provider, in which event you must provide us with proof of insurance as outlined below. If you fail to provide proof that you have obtained adequate insurance against loss or damage to the Equipment or if you elect to insure the Equipment under our policy we will purchase insurance at your expense to protect the Equipment (the "Collateral Insurance Program "). Under the Collateral Insurance Program, you will be responsible for paying all charges related to that insurance including, without limitation, the full premium we pay for such insurance plus any additional charges, such as interest and administrative ices, we may impose (we will refer to such charges collectively as the "Collateral Insurance Fee'). The Collateral Insurance Fee shall be in the amount and payable at the times act forth on Schedule A to the Lease; provided, however that we shall have the right to prospectively change the Collateral Insurance Fee at any time during the term of the Lease upon sixty (60) days advance written notice to you. Lessee will be responsible for paying the Collateral Insurance Fee until the earlier of the end of the Lease term or the effective date of the cancellation or expiration of the insurance. The Collateral Insurance Fee maybe added to your total outstanding balance or obligation. The CoWteral Insurance Fee for the Collateral Insurance Program may be more than the cost of insurance you may be able to obtain as your own. We are the insured under the Collateral Insurance Program. The insurance purchased for the Equipment may, but need not protect your interests and you will not be named as an insured, additional insured or loss payee on the insurance policy. The insurance that we purchase may not pay any claim that you make and will not pay any claim that is made against you in connection with the Equipment. The insurance we purchase under the Collateral Insurance Program will not give you any liability insurance coverage and will only pay for claims for covered loss or damage to the equipment until the earlier of the end of the Lease term or the effective date of the cancellation or expiration of the insurance. We may purchase this insurance from an insurance company that is affiliated with us and, we and our affiliate may earn income and a profit from the placement of the insurance. Instead of paying the Collateral Insurance Fee for the Collateral Insurance Program, you may elect to bear all risk of loss or damage to the Equipment, in which case you must procure your own insurance against all risk of loss fiom any cause whatsoever. Such insurance you procure must cover not less than the replacement cost for the Equipment and you must provide us with a valid certificate naming us and our assignees as loss payee(s) ("Certificate "). If you fail to provide us with a Certificate within 21 days of the Acceptance Date or if we become aware at any time during the Lease term that the Equipment has become uninsured, you will automatically be enrolled in the Collateral Insurance Program and charged the Collateral Insurance Fee beginning on the date of our next following invoice to you. The Collateral Insurance Program shall be effective from the start date of the Lease or the date of our first invoice tbllowing the date we become aware that the Equipment became uninsured, as applicable. You may withdraw from the Collateral Insurance Program at any time by providing us with a Certificate. Any such withdrawal will be effective as of the date of our receipt of the Certificate (or, if we receive the Certificate less than IS business days prior to the date of our next invoice, the date of our second invoice to you after we receive the Certificate). Upon the occurrence ofa Lou or Total Loss (both as defined below): (a) if you have timely paid the Collateral Insurance Fee (through and including the payment date immediately preceding the date on which the Loss occurred) and have paid and performed all of your obligations under this Lease: (i) in the case ofa Loss, our insurer shall either repair the Equipment subject to the Loss or replace the Equipment subject to the Loss with substantially similar equipment (our insurer shall have the sole discretion to determine whether to repair or replace), and this Lease shall remain in full fora and effect for its remaining term as if such Loss had not occurred; provided, however, that you agree to follow such reasonable procedures as we or our insurer may specify. Neither we nor our insurer shall be responsible for reconfiguring space to accommodate replacement equipment if such equipment is not of identical dimensions to the Equipment subject to the Loss; and (ii) in the case of Total Loss, our insurer will pay us the replacement cost of the Equipment. You agree that you will rennin obligated to us pursuant to this Lease for any and all rent and other amounts due and owing with respect to such Equipment, less any proceeds from the insurance. Once you have paid any and all rent and other amounts due and owing with respect to the Equipment to which a Total Loss has occurred ( "Destroyed Equipment) this Lease shall terminate with respect to such Destroyed Equipment (but shall remain in full force and effect with respect to all other Equipment for is remaining term as if such loss or damage had not occurred). Your lease payments for the remaining term of the Lease shall be reduced as soon as is practicable on a pro rata basis based on the ratio of the original equipment cost of the Destroyed Equipment to the original equipment cost of all Equipment, as determined by us in our sole discretion ( the "Loss Ratio"); provided, however, that you agree to follow such reasonable procedures as we or our insurer may specify and, if we or our insurer so request, you will return the Destroyed Equipment to us or our insurer at your sole cost and expense before such payment reduction takes effect For purposes hereof (a) "Total Loss" shall mean with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair of such Equipment and (b) "Loss" shall mean any damage to the Equipment that is not a Total Loss. seaovmou �• hp financial services (b) if you have failed to timely pay the Collateral Insurance Fee (through and including the payment date immediately preceding the date on which the Total Loss occurred or have failed to pay or perform all of your obligations under the Lease (including obtaining your own insurance on the Equipment), or if the insurance you obtained has failed to timely repair or replace the Equipment, you agree immediately upon notice to pay to us that portion of the present value of all payments provided under this Lease that we determine to be attributable to the Equipment subject to the Lou or Total Loss based on the Loss Ratio, plus our original booked value of such Equipment as of the end of the Lease. Upon our receipt of such payment, this Lease shall terminate with respect to such Equipment (but shall remain in full force and effect with respect to all other Equipment for its remaining term as if such loss or damage had not occurred), such lost or damaged Equipment shall become your property and your Lease payments for the remaining term of the Lease shall be reduced as soon as is practicable on a pro rata basis based on the Loss Ratio. AT ANY TIME, YOU MAY CANCEL YOUR PARTICIPATION IN THE COLLATERAL INSURANCE PROGRAM, BUT ONLY AFTER YOU OBTAIN ADEQUATE ALL RISK PROPERTY INSURANCE COVERAGE FOR THE REPLACEMENT COST OF THE EQUIPMENT, NAME US AND OUR ASSIGNEES AS LOSS PAYEE(S) AND FURNISH TO US A CERTIFICATE SHOWING THAT YOU HAVE SUCH COVERAGE. IN THE EVENT OF LOSS OF OR DAMAGE TO THE EQUIPMENT, PLEASE CALL 1- 800-851 -5115 SO WE CAN DETERMINE HOW BEST TO ASSIST YOU. We reserve the tight to discontinue, change, amend or modify the Collateral Insurance Program at any time upon notice to you; provided, however, that we may only Increase the Collateral Insurance Fee upon sixty (60) days advance written notice to you. If you are participating in the Collateral Insurance Program and we discontinue it, you will be solely responsible for all risk of kiss or damage to the Equipment upon receipt of such notice and will be obligated to procure Insurance against loss or damage to the Equipment meeting the requirements described above, If you fail to do so, we reserve the right to reinstitute the Collateral Insurance Program. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease. B. EXCLUSIONS UNDER THE COLLATERAL INSURANCE PROGRAM The insurance purchased by us under the Collateral Insurance Program will not cover loss caused by, resulting from, or contributed to or by the following: (i) interruption of business, delays of any nature, loss of revenue or profits including business losses associated with early lease tertrrinstion or lease cancellation or market, loss of data or loss of use or any other indirect, incidental or consequential damage unless expressly covered in this Exhibit 1; (ii) repairs or attempted repairs either before or after a loss, which are not authorized by us; (iii) any fraudulent, dishonest, or illegal acts committed by you or your officers, directors partners or trustees; (iv) obsolescence or non - functional cosmetic damage to the Equipment; (v) any loss or damage covered under a Hewlett- Packard Service Agreement or manufacturer's warranty; (vi) any loss or damage to the Equipment caused by defective or damaged media; (viii) accidental or deliberate errors in instruction to the Equipment resulting in erasures or other damage to data; (ix) declared or undeclared war, hostile action, insurrection, rebellion or revolution, or any consequences of nuclear reaction, radiation or radioactive contamination however caused; (x) the failure, malfunction or inadequacy of (a) any Equipment; or (b) any other products, and any services, data or functions that directly or indirectly use or rely upon, in any manner, any of the Equipment in either can, due to the inability to correctly recognize, process, distinguish, interpret or accept one or more dates or timer, (xi) improper use, maintenance or care of the Equipment; (xii) except as required by the express terms and conditions of the U. S. Federal Terrorism Risk Insurance Act of 2002, any of the following: Act of Terrorism; or action taken by or on behalf of any government or any branch of or division thereof (including, without limitation, the uniformed armed forces, militia, police, state security and anti - terrorism agencies) in responding to, preventing, combating, defending or retaliating against any Act of Terrorism C. LESSEE'S RESPONSIBILITY IN THE EVENT OF A LOSS In the event of any loss to the Equipment, you agree to do all of the following: (1) immediately provide oral notice of the Lou or Total Lou to the Equipment to us at I- 800-851 -51 15; and (2) take all steps necessary after a Loss to protect the Equipment from further damage. If we have purchased insurance on the Equipment pursuant to the terns and conditions of the Collateral Insurance Program, in the event of a Lou or Total Lou, in addition to the items above, you also agree to do all of the following•. As soon as practicable provide written notice to our insurer, Computer Insurance Company c/o, hhsutance Products & Services, 2 Results Way, Marlboro, MA 01752 (or such other insurer or at such other address as we may have given you notice of); (1) If requested by the insurer, or us complete and file a swom statement and proof of loss, on a form provided by the insurer, or us within sixty (60) days after the request (2) take all steps necessary after a Loss to protect the Equipment from further damage; (3) permit the insurer o inspect the damaged Equipment; (4) cooperate with our insurer in the investigation sod settlement of the Loss; (5) provide the insurer representative with all pertinent records needed to prove the Lou; and (6) at the request of the insurer, submit to an examination under oath, and as fu as possible, cause your employees to submit to an examination under oath. LESSEE (INITIAL): X acv at/mol �• by financial services i w r• w t Quote Number 4257402 -2 Annex 1 To The Schedule Equipment Schedule Number 57210446 Forming Part of Lease 0 57200448 between Lessor and City of Winter Springs Lessee Equipment Description: The described Rams cone ub all the equipment covered by the above referenced I Mae. LESSEE (INITIAL): X R. MWI L e o. 9 CERTIFICATE OF COVERAGE Certificate Holder Administrator Issue Date 12/4/09 HP FINANCIAL SERVICES Florida League of Cities, Inc. 420 MOUNTAIN AVENUE Public Risk Services P.O. Box 530065 MURRAY HILL, NJ 07974 Orlando, Florida 32853 -0065 COVERAGES THIS IS TO CERTIFY THAT THE AGREEMENT BELOW HAS BEEN ISSUED TO THE DESIGNATED MEMBER FOR THE COVERAGE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGREEMENT. COVERAGE PROVIDED BY: FLORIDA MUNICIPAL INSURANCE TRUST AGREEMENT NUMBER: FMIT 0648 COVERAGE PERIOD: FROM 1011/09 1 COVERAGE PERIOD: TO 10/1/10 12:01 AM STANDARD TIME TYPE OF COVERAGE - LIABILITY TYPE OF COVERAGE - PROPERTY General Liability ® Buildings ® Miscellaneous • General Liability, Bodily Injury, Property Damage ❑ Basic Form ® Inland Marine Comprehensive and Personal Injury ® Special Form ® Electronic Data Processing • Errors and Omissions Liability ® Personal Property ® Bond • Supplemental Employment Practice ❑ Basic Form ❑ ® Employee Benefits Program Administration Liability ® Special Form ® Medical Attendants'/Medical Directors' Malpractice Liability ® Agreed Amount ® Broad Form Property Damage ® Deductible $1,000 ® Law Enforcement Liability ❑ Coinsurance WA ® Underground, Explosion & Collapse Hazard ® Blanket ❑ Specific Limits of Liability ® Replacement Cost Combined Single limit ❑ Actual Cash Value Deductible $25,000 Automobile Liability Limits of Liability on File with Administrator ❑ AN owned Autos (Private Passenger) TYPE OF COVERAGE - WORKERS' COMPENSATION ❑ AN awned Autos (Other than Private Passenger) ❑ Hired Autos ❑ Statutory Workers' Compensation ❑ Non -Owned Autos ❑ Employers Liability $1,000,000 Each Accident $1,000,000 By Disease $1,000,000 Aggregate By Disease Limits of Liability Combined Single Limit ❑ Deductible WA Deductible WA ❑ Automobile/Equipment — Deductible ® Physical Damage $1,000 - Comprehensive - Auto $1,000 - Collision - Auto WA - Miscellaneous Equipment Other The limit of liability is $100,000 Bodily Injury and/or Property Damage per person or $200,000 Bodily Injury and/or Property Damage per occurrence. These specific limits of liability are increased to $2 ,000,000 (combined single limit) per occurrence, solely for any liability resulting from entry of a claims bill pursuant to Section 768.28 (5) Florida Statutes or liability imposed pursuant to Federal Law or actions outside the State of Florida. Description of Ope ragons/Locations/Vehicles/Spedal Items RE: Printer lease agreement A572D0446 valued at $3875 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE AGREEMENT ABOVE. DESIGNATED MEMBER CANCELLATIONS SHOULD ANY PART OF THE ABOVE DESCRIBED AGREEMENT BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL rS DAYS CITY OF WINTER SPRINGS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED ABOVE, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 1126 EAST STATE ROAD 434 PROGRAM, ITS AGENTS OR REPRESENTATIVES. WINTER SPRINGS FL 32708 AUTHORIZED REPRESENTATIVE FMIT -CERT (1096) oLfff( �. hp financial services 1 � v • " 1 Leese A=reesone 14(mber: 572DW" Hewlett - Packard Financial Services Company ("we ", "us" or "our") and City of winter SmrinU ( "you" or "your") are panics to the Business Lease Agreement (the "Lease ") identified by the Business Lease Agreement Number specified above. The Business Lease Agreement and its exhibits together comprise a Lease that is being accepted and commenced pursuant to this Delivery and Acceptance Certificate. All capitalized terms used in this Delivery and Acceptance Certificate without definition shall have the meanings ascribed to them in the Lease. 1. LEASE ACCEPTANCE. You hereby acknowledge that the Equipment described in the Schedule A or if different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by you and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by you under the Lease evidenced by the Business Leese Agreement as of the Acceptance Date set forth b&w. 2. LESSEE ACKNOWLEDGEMENTS. You hereby agree to faithfully perform all of your obligations under the Business Lease Agreement and reaffirm, as of the date hemot your representations and warranties as set forth in the Business Lease Agreement. You hereby acknowledge your agreement to pay us Lease payments, as set forth in the Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which you arc requited to pay pursuant to the Business Lease Agreement, in each insterroe at the times and in the manner set forth in the Business Lease Agreement, respectively. 3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location: 1126 East State Road 434, Winter Springs, F1 32708 LESSEE: CRY d winter SprhW 8Y: + Kevin L. S ith, City Manager Name end Tft Acceimmm oats: MA r C h 7 r 2 010 W RWW I P.O. Box 604eTA Houston, TX 77205 " Corporate Office: ems) ... a •• , ... ,.� �, L, 1. 0 •• '•? •� ti; , PLEASE ENTER COMPLETE NAME AND ADDRESS OF SHIPPER AND CONSI ". € a •° .Date: Origin: Dest. Shipper's Name and Address Shipper's Account Number -C-MENT Not Negotiable F Ilia.,( ii i.1 T X 1,'S';? i ` "Air Bill #: W te4"S of this Transport Document are• originals and have the same validity. IM . Phone# , . c•y t $ J I. R Isiailiieed fhat the goods described hersin are accepted In apparent good order and condition (except as noted) for $UEWECT TO CONDITIONS OF CONTRACT ON THE REVERSE SIDE HEREOF. ALL GOODS MAY CARRIED BY., R. MEANS INCLUDING ROAD OR ANY OTHER CARRIER UNLESS SPECIFIC CONTRARY PO# BOL# •/' ,:' ; , [, a O ;j, :i, %; 1 GIVEM •HEREON BY THE $IdIVPER, AND SHIPPER AGREES THAT THE SHIPMENT MAY BE CA ISTOPPING PLACES WHICH THE CARRIER DEEMS APPROPRIATE, THE SHIPPERS Consignee's Name and Address Consignee's Account Number ATi ENY1 A NOTICE CONCERNING CARRIER'S LIMITATIONS OF LIABILITY_ Shl{psr1' of liability to declaring a higher value for carriage and paying a supplemental charge PMG NO. 4490 µ CEVA FAA.IAC1h SWg310028 NSOORDER LOCAL, OCEAN IFIT"L AIR Q CHMTeR Q DIRECT 0 DOOR TO PORT F Q DOOR TO PORT Q NFO /SAME DAY Q HOT SHOT O PORT TO PORT ❑ PORT,TO PORT Q PRIORITY U' REGULAR O PORT TO`DOOR 'D PORT TO,DOOR I,.) 'i: i x i k I l : i "Z L' i (i;:i ; G x'. i` ►iii (NDAY by noon) Q NEXT DAY Q DOOR TO-606A L],,DO01R,,TO DOOR . .i Q REGULAR DAY Q'LIFTGATE O CUSTOMS:: QCUSTWS (NDAY by 5PM) Q TWO PERSON CLEARANCE CLEARANCE ion ?!14'j',5;:„ ('1, , .. k,c': Phone# Y(t .'.12711-i9'/•.`, 0 2nd DAY 0 INSIDE CI FREE DOMICILE U FREE DOMICILE Q ECONOMY 0 CHARTER POit r3oL# Q DATE SPECIFIC Q NOW. 0PREAAIUM BILLINGADDRESSIsormmwmswrrnosox @xwm Aaot•# r Q SATURDAY Q VALUE 7 0 S NDAY ` O DIRECT IAT`A O TRUCNCLOAD t,. /t.i i I:tih. lJ.}„ :. rI : {:: 1 (d 'kk; I4 1i :.WL„.L:36 QHQLD FOR. PICKUP • The terms and conditions as.itoted on the revgrse side of this Transport Document are not applicable for OCEAN shipments. These shipments will be subject to the Termpl, and Conditiopp of the appointed carrier Including Limitation "of Liability. t:.1: J' I::: f. #:; .;�:: ?:, ❑" Pr4paid�U Third Parry ' cuetoms vane centered vane ©: tit.. C.O.D. ' ., a, i . .: .. 1 Specthatructions: ? k`I COD Amount Amount of Insurance ~ INSURANCE - If cancer Insurance, and such irtburarca' These conlrnodi n, technology or software were exported from the _U014" and In accordance with the export administration; 'requested In accordance with the conditions thsr of, Indicate amount to reguiations. n dontmry to U.S. law prohibited. The exporter authorizes CE` act as forwarding spent for export control be Insured in figures in box marked "Argount of Insurance ". and customs` • No. of =Gross ! r Description of Goods Schedule B# Dimensions Pieces ` Weight (IN-17L) 1'4:• Iq s V v Y This shipment contains dangerous goods AS PER ATTACHED SHIPPERS DECLARATION. UN# OR ID 24HR CONTACT NUMBER f oertlly that the cargo does riot contain any unauthorized explosives, Incendiaries or hazardous materials. I consent to Is sNrch of 1MS cargo. 1 am aware that this endo�ent and original signature, along with other shipping documents, will be rstaMed on flte for at Isast 30 days. Company Name Signature of Shipper or Its agent Date PDiOVS Print Name 0 Type 10# PHOTO ID +; PU T•IMEIDal ID Type ID# YES/NO R inl "uted on (date) at (place) Signature of Issuing Carrier or its Agent 08) NON-NEGOTIABLE AIRBILL SUBJECT TO CONDITIONS SET FORTH ON REVERS sTr y W ), e44 t TERMS AND CONDITIONS OF SERVICE - -- (Plea" Read Carefully) All shipments to a from Slipper (which term Includes the exporter. importer, sender, receiver, owner, consignor, consignee, transferor or transfer*# of Nfe *Npm"tiM lha agent glereol) will be handWd by the forwarder mclor customs brM* handling this shiphasas, whim*# no®e appears an the reverse side, (the "Company) on the following terms and conditions. No agent a employee of solver potty" Silly of waive any eGile TbN9NMB "tiFlfi9'�" bndlGOR&; , 1. sign Reuters Said Acerb. Company &hall have complete freedom in choosing the means, route and procedure tot.60bwed lhthe hamffinQ; trMpdihNon and delivery of the goods. If Shipper requests motor carrier service er if Company derides that Shipper's Shipment shoed be transported by moles camfage rather than air for all or part of the transportation. Company shall emotion wish aktaxi eat motor arrier(s)IO parforRSwsh transportation, which shall be dare either as exempt carriage as donned by 49 U.S.0 ¢ 13506(s)(8), or, If not exa not, es faanlract orta))eykrffhn the meaning d 49 U.S.C. § 13102(4)(8) under these terms and conditions. Shipper expressly waives NI rights and romedies it may have as to Company and is appointed motor carriers under 49 U.S.C. Subtitle IV, Pad B (excluding § §.13703, 13706, 14JO I,Aad 14103) tothefull extent permitted by 48 U.S.C. 4 14101(b)(1), each as amended from time to time Advice by Company to Shipper that a particular person or firm has been selected to render services as to the goods shell not be construed to mean that Company wan4* a represents But such person or firm will tender such services. 2 $grhgges by Thxd:Pmtes. Unless Company conies, stores or otherwise physically handles the shipment. and the loss, damage, expense a delay Occurs during such activity, Company assumes no liability as a carrier all shall not be held liable .le. any loss. damage, expense or dally fo the (pads shipped hereunder, except as provided in and abject to the limitations of Paragraphs 8 and 9. Company undertaker only to use reasonable care In the Selection of carriers, motor carders, forwarders, customhouse breHe agoras, warehousemen and others to whom R may entrust the goods for transportation, cartage, handling, delivery anchor storage or otherwise. When Company mrdeA stoma or otherwise physically handles the shipment, Including in the performance of my local pick -up w delvery sorvkos, R does so subject to the limitation of liability set forth in Paragraph 8 unless a separate bill of Isding, air waybill or other contract is issued by Co,mpaayy :..n which event the terms thereof shall govern. 3. Aekhewiedownent of the Role and Lmltatiuns of Third Parties. Company is authorized to select and engage owners, motor darters, ten earders, customhouse brokers, agents, warehouseman and others as maybe required, to transport, store, deal with and deliver the goods, all of wham shall be considered as agents or Shipper. The goods maybe entrusted m such parties subject to no conditions ss fat Nfittall a gfliabilftY for loss, damage, expense or delay and to all rules regulations, requirements and conditions, wahelher printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such carriers, motor carders, forwarders, customhouse brokers, agent; akhousaman and others. Company shall in no event be liable for any loss . damage, expense a delay to the goods for my reason whatsoever when won goods are in the custody, possession or control of third parties selected by Company to forward. enter and clew, transport or reply 0110 services with respect to such goods. Sub(g, jc ill ill Steppe shall provide weight and meaeprements for its shipments. SfnPmwlta,arossublect to mwe igh and rsmeasaemem by Company. If the weight or measurements of the goods as delivered we &I%rent from Shipper's rpm "Nations, or if pick -up or delivery time or location is changed by Shipper, Company's rates, charges and fees roe subject Waludi ff dbnenslonal weight applies undertariR rule. dimensions shall be shown on the airblllAs follovic Lomo z Width i Depth - Cubit Inches (or applicable memc menwremenQ. Customer shipments *d be red at dmerobnal a aclual weight whaheverisgreeer based m adm e*,F6x Hof 104 one m pNmatlonol facto d 166. 5. SMooeT3 Duty m. Furnish 1 wmntion. (a) On m import. at a reasonable time prior to entry d the goods to U.S Cusbma,- ppM.eheIt Wish to Company invoices in proper fool together with other documents necessary of useful in rte preparation Of"U.S. Customs enjoy, and such further informeon es may be sufficient to establish. the dutiable value. ciassmcation and edmissibgRy of t1 goods to U.$. taw or regulation or mtiny. If Shipper fails to timely furnish all of such Information or daunMs, n may M required to complete U.S. Customs entry, or I such Information a documents is ihaccurste a incomplete, Company shall be obligated to use its. best judgm�eR0�� ion with the shiMinent. Where a bond Is required by U.S. Customs to be Boon forxRe production of airy doclmarli a the performance d my act Shipper shall be deemed bound by the termsof the bond noiwithatanding the fact that tine bead has -been executed by Cdat - "k- privapal it being understood that Company entered into such undertaking at the request and on behalf d ShifWH, led Shipper shag indemnify and hold Companybanole s for the consequences of mybreach of 11 term of the bond. (b) On an expert at a res4onable t eat -halof total exportation of the shipment. Shipper shall furnish to Company the commercial invoice in proper foam and number, a proper consuls declaration, weights, measures, values all other Information In the language of and as may be required by the laws ell regulations of t1 U,: Vold the comity of destination of the goods. (d On an export or import Company shall not in any way be Kola for *tossed duty, penalty. tine a expense uteess caused by the gross negligence or other fault of Company, in which event its liability to Shipper Shoji be govamaUbp'hs provisions of Paragraph S. Shipper shall lie bound by and warrant the accuracy of all Invotms, decuaems and information furnished to Company by Shipper or Its agents for export, entry a other purposes and Shipper agrees to Indemnify and hold herihless Company agaihtl•• ry' Increased duty, penally, liquidated damages, fine or expense, including attorneys fen, rewiRrlg ham any Inaccuracy or omission of any falkre to make timely presentation, even if not due to my negligence or fault of Shipper. The submission of incomplete or inaccurate information related to an Import story, including descriptions quantities, weights, purchase prices, discounts, commissions, charged selling prices at time of exportation, assists, country d origin, etc.. makes Shipper liable to severe government penalties or Sanctions. In the evert ill Mformeton formatted to Company, or which accompanied the shipment does not accurately reffectthe mtlre transaction. Shipper $hag immediately nobly us so that Company can take corrective action. S. Declaring Higher Valuation. Shipper acknowledges and agrees that motor carriers. carriers,- wsrehcusemen and others to whonsbe goods are entrusted usually limit their liability for loss or damage unless a higher vskheb declared sod a charge based an ouch higher value is pmedtd by said pat" cerlen. etc. Company must receive specific instructions from Shipper to pay such higher charges based on valuation and the motor carrier, etc.; must accept such higher declared value; otherwise the valuation placed by Shipper on the goods shall be considered solely for export or customs purposes and the goods trill be delivered to the motor cyders, etc., subiectlo the limibdioPs of liability set forth in Paragraphs 3 and 8, 7. insurance. Company cum not arrange to insure the goods unless specific written instructions from Shipper providing the kind ckamourd of insurance have been received and acknowledged by Company in sufficient time interior shipment from point clarions. s. Company does not uncl"Int or warrant that such Insurance can or win be placed. Uhiees Shipper Instructs Company to.affect insurance under Shippers own open marine policy, Insurance is to be effected with one or more insurance companies or otwespaterwaltws to be Sheeted by Company. Any insurance placed shall be governed by the, certificate at policy issued and will only be effective when accepted by such iruumom companies and underwrites. Insurance rover provided by Company will be assessed at a role ragooear id between Bhs,pa ors separate from any height charges. Insured value is not to exceed the actual value of the goods. Shipments must be packaged to withstood the normal hazards of transportation for any claim to be valid. In the event Shipper does not elect to insure all or part of a shlpmeM;'Companys liability for any losses, damages or delays to such shipment shall be limned in accordance with the provisions of Paragraph 8. Should an insurer dispute its liability for my reason, the Insured shag have recourse against the insure only and Company shall rid bo under any responsibility Or lisbilty in relation thereto, nelvithslmdirgthat the premium upon the policy may not be at the same rates as that charged or paid to Company by Shipper, a that the Shipment was insured under a policy in the nine of Company. lnwfonce premiums and the charge of Compomy for arranging the same Shah be at Shipper's expense. Iroatamecovange knot awegeble RrWlfa CompmY whirs. 9$KYD ks offset Personal affects, mild equipment a usedmadvnay if for any reason the goods are hold in waehouse, or elsewhere, thtion# will pot be covered by any insawice, unless Company receives written instructions from Shipper and some Is provided In accordance with lhls,Parograph 7. Unless specifically agreed in writing by Company, Company assumes no responsibility to effect insursi on any export or Import shipment which I dos rid hermla. B pmdabon of Liability Per SMOment .is) In connection with any international shipments in which Company provides services as a carrier, Compmys liability shah be limited in accordance with any Spirit" international carriage of goodie carmtim in ftdW In Paragraph 24 belov(b)In mare ctm with all other instances . including shipments within the United States its Territories. and inwUr potsessions, is who as In any instance Involving and iNanstional shiffyienl in which the terns of en inteinational carriage of goods cmventon do not apply. Shipper agrees that Company shall in no event be liable for any loss, damage, expense or delay to the goods for my reason, including as a reauR of the gross negfigencs or other fault d Company, fa any amount in excess of S.50rposi SSW per shlliment or the invoice value, whichever is less, and any partial loss or damage for which Company may be liable sholl be adjusted pro rata on the basis of such valuation, (c) As to any shipments under this agreement, Shipper no the option in Paragraphs 6 and 7 above of paying special comptneation to incase the lability for the shipment in excess of the above stated amounts in case of any loss, damage, expense or delay, but such options on be exercised only by specific written agresmM made with Company prior to shipment which seppreement shall Indicant the declared agreed value and the additional compensation for the added liability to be assumed. COMPANY SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR PUNITIVE OR EXEMPLARY DAMAGES OR CONSEQUENTIAL OR INDIRECT DAMAGES. INCLUDINOWITHOUT LIMITATION. DAMAGES ARISING FROM LOSS OF PROFIT. 9. Liability of Comnam. It is Spread that any claim or demand for loss, damage, expense or delay shall be only againet the carders6 motor tartlets, forwarders, customhouse brokers, agents, warehousemen or others in whose actual custody or control the goods may be at the hme of such loss. damage, expense or delay, and that Company shop not be liable or responsible for my claim or demand from any isholii'NMt "aver, unfen in each case the gods were in the actual custody or control of Company and the damages al aged to haws been suffered be proven to be mused by the negligence or willful misconduct of Company, its officers or employees, in which event the limitation of IISW* sstfeAb Mh Peragreiph 6 he" apply, 10. Presentinb Claims. To preserve a claim, the following must be adhered to: (a) As to all Shipments within the United States Iil.T"orlos, or icoMllpossesston, clams fa lost at damaged eteprmeNt must be madewt *tbn haaW* seventy (2M diva dthe $hlpplag door. INtlal raV"tbn d veWedoo plothe stipmentmustber made In writing onthe bihoLladng by Shipper atecmsignsed the BmeoldWxery, ends spied receptabiaMeuch ndsdd Well be preo coapparmtgood ads i dcW4mald*wy. Notification of torn damage micro be made to Comprry Wlin24 man dreq&pt d daMl9 of gas aNpnent Original shpimil carbon and comments must be retained bymrs gnee for inspection. Chewer for Overcharge nagtlN;plefe 101 b C wftOD days d the shipping deft (b) As bore shpmeats for exponobnpat n no went Shtl Company be liable fa any Oct.' omission or default by It n connection with an exportation or importation, unless a claim therefor shall be presented to R at its office Of 1 Vlgkbry, DrNe ston,`Tfxos, 77032 within one hundred eighty (180) days from date of exportation or Importation d t1 goods in • exeent statement to which Seem Prod of claim shall be attached. No suit to recover for any claim at demand made under (a) or (b) d this P*sgmph that In 4mye,ti bwmeltahed against Company unless instituted within one year after presentation of the sold claim, as above provided. 11. Advancing Money. Company shah not be obliged to incur my expensei guarmtn payment or advance any money It* concoction with tM.importng; f~dng. transporting, storing or coopering of the goods, unless the Same is previously provided to Company by Shippe on demand. Company shall be under no obligation to advance freight charges, customs duties or tae$ on. my Shipment mr slWi ay advance by Company be copstmed as a waiver of the provisions hereof. 12. Indemnification for Freight. Duties. In the event that a cattier, other person or any governmental agency makes a rtrltm or ilnsOhles legal 4stiodagalnsl Company for ocem or other freight, duties, fines, Worries, liquidated damages or other money due rasing Rom a shomanl of goods of Shipper, Shipper agrees to Indemnify and hold harmleSS Company for any amount Company may be required to Payewsh.cader, other person or govenmemal agency together with reasonable expenses. Including attorney fees, incurred by Company in connection with detmding such claim or legal action and obtaining reimbursement from Slipper. The confiscation or detention of the gods by say, governmental aaliLlthathr Small not affect or diminish the liability of Shipper to Company to pay el charges or other money do promptly on demand. 13. Sale d Pensbable Goods. Perishable goods or live mimae to be exported or which are cleared tivdugh WebmS oneani(I exii no imbuetlo For disposition are furnished by Shipper may be sold or otherwise disposed of without any notice to Shipper, owner or consign*# of Ihe gods, and Payment or tender of the net proc*#ds of any sale after deduction of charges Shall be equivalent to delivery. in (he exert that any abyhma Js refused or remains wdaimad at declination or any trmsshippmg point in the course of traroR or is returned for any reason. Stepper shall nevertheless pay Compaq for oil charges and expenses In connection therewith. No provisim hereof shat oWigatrr Company to foramal; Mar or clear the goods or arrange for their disposal 14. C.O.Q. Shipments. Goods received with Instructions to "Collect an Delivery" (C.0 D.) by drdts or otherwise, or to collect 4rt"any Specified terms by Ome dreRt or otherwise, we accepted by Company only upon the express understanding that Company will exercise reasonable two In the selection of a bank. correspondent, carrier or agent to whom It will send such item for collection, and Company will. Not be responsible fdrmry acts, omission, default, suspension, Insolvency or want of care, loss, negligence, of (wit of such bank, correspondent, carrier or agent, net for my daisy in remittance lost in exchange, or Ins during transmission, or while in the course of collection. Shipper wort Omer the amouN Of any Shopper's C.O.D. which shat be codeded Storied to the fee and ruin d tlm delvennp aew. Dion cased by Compari wiMU or it"*" mroMat sewer ng other cimuistmces Shea Compaq's history rdabi6 In any way to Shgper's COD, exceed the M1mds of WWW as selfodh nParwgogm 8. 15. ShipmrUoble fa Fees. NobwAhstandng my payment awbuctior BMn to Company, Shipper shall be miserable fa act fees, cab, and changes d all kind lmmder f Cmlpemy is unable to collect Such charges, which sham include spade handing %is, dWn a Maxi which has boon advancrd Rom caelpwe a dher #" PaM wlhn 45 days of ddnany ; .. 14. Groodist Lim on Any Property. Company shall have a general lien on my and all property (and documents relathg thersto) it Shipper, in its actual or`4onstruclive possession, custody or control or on rode, for OR claims for charges, expenses or advances incurred by Company In comiectien with any shipments of Shipper o storage of goods on behalf of Shipper or Coneiorin, even it previously delivered by Company, and if such dah t remains unsatisfied for thirty (30) days after demand for its pymeot is made. Company may sell at public auction or private Sale. upon two (10) days written notice, Sort notified or registered mail with return receipt requested from Shipper, the goods, wares "or merchandise, or so much thereof as may be necessary to satisfy such lien, and apply the net proceeds of Such sale to to payment of caw mount due to Company Any surplus from such Sale shag be transmitted to Shipper, and Shipper shall be liable for any deficiency In the side. 17. Canoeroagon of Comamv. Payment terms are net due on receipt. Contract or special rates may be considered void And tne shipment re-rated at full charges if invoice Is not paid in 30 days. Contract a special rates apply only to prepaid shipments unless Specifically slated In a contract rate proposal. Invoicing hereunder white a shipment remains in transit shall not close out this agreement The compensation of Company for Its Services shall be included with and is In addition to the rates and charges of OR ""lots and other agencies selected by Company to transport and deal with the goods . and such compensation shall be exclusive of any brokerage, commlaston, dividends or other revenue receive d by Company fresh carriers, Insurers and ethers in connection with the stuPMGM. SurShmgaAa *ft wdlwaa Fdbim Rat, Put arenas, se curly, or go ernment imposed charges, may apply as setfodh in CO psy's warm Surcharge rate sheste as may be pabflfwd by Compry on its w4hok4t wwwesealgglE4t. Wm and modified by Compaq in Rs sob discretion from tine to Fie. If Shoppers account hi Tamil dues Company IS not strogemd to refund any ovwcharyes a pay any other obligation to Stopper and Company in its Sole discretion, may apply any overchapeamdusde Aisther payments Company agrees it owes Shipper, against the oldest outstanding invoices. in any referral IN ollectbn or action agond Stepper for monies due to Company, upon retovery by Company, Shipper shall pay all expenses of collection and/or litigation, including ysaataable''altornya'. fees, collection agency fees, and court costs. Any Invoiced amounts not paid within thirty (30) days of the date of invoice shall accrue interest at the highest rate allowable by applicable law. All being Or maim inquiries or disputes must be premraed to Conwmwft Oftww oend slgtay(kq daysdrcmipl of Mrvdce. AI payment englne2adapulea mumbo pesenbdbthe alias padywadn meIwndwd and Oft (180) days of raceetdpaymot Anyvwmswdisplaasnotpmnt" dWmthetimenamessalfodhharemshillbedeemedwaved .hktm ndngBrTaageMp Compl*Mq nWtmo offsetany anomie owed or paid bythe Shpperto Company speimt•y orotds oaredby Copanytotier . Shipper. iicluemg without In bOmmiderded payments and tracts in the Shipper's favor, duplicate payments by time Shipper. and accounts payable to the Shipper- " ` - , 1I; Pickino Up ShiomeIts or S stop Its. Company shag not itself be obligated to pick up a shipment from a carrier or a sseplt flo"S. Customs, N Company render such a service for and on behalf of Shipper, Company shall not be responsible for Ins or damage to the Shipment unless it Is in the actual custody and control of Company and the loss or damage is caused by the gross megBgmeil brother fault of 60a1p which event the limitation of liability set forth In Paragraph B shall apply. 19. No Responsibility For Oovemmerdml Requirements. It is Shipper's responsibility to know and comply with all Rcmamg, classification, vaMplgost"Wr I niplad other Customs' rMiremems, laws, regulations, and rulings enforced by the U.S. ant any country having jurisdiction over a shipment, the laws and regulations of any applicable governmental agency, including but not limited to the U.S. Food and Drg Administration, aid'ati otlwr requirements, Ism and regulations of my applicable country or governmental agency. Company shall net be responsible Tor action taken, liquidated damages, or fines or permi assessed by any governmental agency against the shlpmeN beosusodtllefailure of ShfppH}blooi with the Ian, requirements or regulations of my country a govornmeMal agency or birth a noUtdio Issued to Show by any such ogency. j 20, ).eras- Damens or Elate Unless the services to be pWormed by Company hereunder we delayed byfoosrm of 9u groaneBNpehw w wNRul misconduct d Company, Company shall not be mspooibN for any hiss, damage a expense trimmed by Shipper because ot wch tleley. In t e event Company is al fad! es above described, Its liability is Invited in pceoNmce with the preWalons of Parograph B. 21. AgggJU T Venue. The terms and conditions hereof shall be continued according to the laws of the StateOfTexu. SHIPPER AND COMPANY AGREE THAT ANY CLAIM OR DISPUTE ARISING BETWEEN THEM, WHETHER UNDER FEDERAL, STATE, LOCAL, OR POREI N STATUTES, REGULATIONS. OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING HARRIS COUNTY, TEXAS. SHIPPER AND COMPANY HEREBY CONSENT Tp THE JURISDICTION OF SUCH COURTS. 22: Proof of "IIm Stepper agrees that digitized signature or computer record of donrry..romipt is acceptable as proof of deWery of any shipment hereunder, 23. Level of Service. Unless Shipper properly elect{ Guaranteed Delivery services when tendering any shipment to Company, this shipment will autonhoticariy be shipped as a Sr^ day P.m. shipment if shipped within the United States or its twrkorles. 24L hderlhn10rw1 Canton d0acds Comsntiah. I tie cauage involves an aaFinate destination a step in a coxdry adds loan the coa'aY of chignon. the Waves ConJmtion or the Montreal Contention as defined train may be applicable. These Conventions gevmu end in most cases Iimq the ha6Mly, of Company in reaped Of hiss, damage, a day to cargo Under either applicable Contention behalf d Company parkilegrmu may be gadded toll Spuial Dowling Rights. converted kilo ne6md amency miler applicable low, unless a hgher vase is dadaetl in adwwo Births Stipperad a supplementary charge Is pail IF required pltayfnto Paapraphs 8 aril 7 abate. smssow Convention" mom, (a) Over ConVpeo far the tlnlcatm of Certain RudIqel re.laing to ilneflfliylp11a1 Catnaps by Ale, IplPd S Worms, 12 October 1029, a (t that Co o"*n as amended at The FMgw, 20 Septmaw W. o (c) that Commandant as amm bd atT1 HegrR2/ $ rpbw. igSS ad by Morweal Protocol No. 1, 2, a 4 (1076), YddtheNr.ihwy be a)spkahte, 1MrdrelY Comaubogaoaa the OwmwAon for Unif soon of Certain RUSS fgr ImemakdW Carriage By AS, Signed at Montreal on 28 Map;iBB9, 25 s Materials and Ommron Opads. Aq packages cealatniny ha¢atdoua matweMsldanperams go &Hall Ica AniNB to the materials and quantities authorised for air transportation under the U,S. Department of Tmr spatabon hazardous materials tronsportotion regulations ( 171, 17 , andhand Ine wnem sA10on of the INsmatonal AlrTmreporl Aaociatlon OAT bdngbropa6soM Regulations (together 'Regulations ), Shipper and its agents shrill comply with the Regulation *milk$$ of the routing or the made by which the s - le aihsprli!r}, E�ach shipment requnrg a Shipper's Dedaratien for Dangerous Oooda bldw the Rpdatigir'eAof be accompanied by property executed documents in conformance with the requirements of the Regulations. If a Shipment contains hazardous m pare» gdods; the content ehaN W -and Shpper hereby m t Rfs Hiy Me- hilly a d ucuMely de of Ipl the air waybill or other shipping document by proper shipping creme and we classifita, packaged, merk"mnd,iabowd, and in proper condition for manage by alr (oiLd►lehd dial othar mono dtranepoetrmm, that for tentage by such other modw accordngto t1 Regulsltbne andenyather apptimble national governments( regulations. Shipper hereby declares that all crime . appiicpble ale Iranpat reglirernemshe" been met 26. ma n Seorrlte AdmiNaUetbn. Shipper ecknowiedges that Company, ip the extent i( seMSae en iRdgamtmf carrier, U required by the United States Transportation Security Administration ('TSA) to maintain mair cargo security program. SNppwbatby mMw*u ad tanNibb 1Mpp deadfw trrnpalydal bYai to be xrurod a maPdmd byTSA ugiatlms (N C.F.R tBtt.3(y) ahe`in ascoNamu with c (parts 1 ad2) and Compeny+s cargo "Wmy, program, Including any not ssawy breakdown of a siMxnat Slipper shelf dkcnse b Compoliff is aakq es apsaL Psporsefaafq; brokat cedar, a aahorheipN paamecryfa ary other person a mtiy, and ahW asset Campaa' b ala4fl withTSA requirements by mabMq Conpmy to obbn ail necexisy dacuneNs from such other person a entity. o otherwise quarry, such portion Of mdly. IStepper adx4M CompanythatSldppera8le dngnda dime e o Owing n n H ce kdM(kud Connmny cunt provitte arty roquaad Pdmeyakct Hoiks' 2t. OMiad{msgfay,(ayyjgms Chwges. Th flldtica required is to he gven pursuant lb 19 CFTC PaH -111 29(1)(1): IF you are the importer otesesrd, payment to the broker will not roliaweyou of liability for customs charges (duties, texas, or other debts owed CBP) In the #Vent the charges am net paid by the broker. Therefore, d you pay by check, customs charges may be paid with a separate check payable to the 'U.S. Customs and Border Protection" which shall be delivered to COP by the broker. 28, Qustathoro not Sndna Quotations as to fees, rates of duly, freight charges, Insurance premiums or other charges given by the Company to the Customer we for informational purposes only and we subject to change without notice and shag not under any circumstances be binding upon ten Company wins the Company in writing peclfically undertakes the handling or tronspartalim of the shipment at a specific rate. 23. Independent Contractor. Except for Customs entries and duties ssrvims performed pursuers to a power of attorney, Company shall seserste as an independent contractor in performing services for Shipper. 30. Indemnity Apalnet Liability jyrj2lpgjyom jip1plcorbtion gj Mer[nandi ". The customer agrees tolndemmfy and hddthe Company from m y claims anchor liability wising from the importation of merchandise which violates any federal, state andbt other laws or regulations and further agrees to Indemnify a(tl hold the Company hamlets against any and all liability, Ins, damages, costs. claims anchor expenses, including but not limited to attorney's foss, which the Company may hereafter Incur, suffer or be required to pay by reeon of theme by any government agency or private party. In the avant that any actions, wit or pros *#ding is brought against the Company by my government agency or any private party, the Company shall give notice to wrung to the Customer by mall at Its address on file with the Company. Upon tamest of such notice, the Customer at its own expense shell defend against such action and take all steps as may be necessary or proper to prevent the obtaining of a judgment mayor order against the Company. 81.. i'jl1 maMnd Delivery . In the event Shipper has elected guaranteed delivery for a particular Shipment, this Section 31 shal apply. If the Company has failed to deliver the particular shipment in the amount of time guaranteed Stepper has up to fiftean (15) days from the date or lhr deMfery efthe seiparat to Seek refund or cred it of the applicable transportation charges paid by Shipper for fly particular shipment; provided however, Company will not be oblgated to refud a credit Shippers transportation charges lime Bass" to denerlimey resulted from any older Iebwbg dwmstaicea(OThe*Ippds dlure to l ender freight to comWw**m Form (16) minutes d the pick W cursor pp74din the q� process.(b)The u hmbiay a refusal d an appmpdab ado*pa�nt to accept debory or sign for the Shipment (d The shppers ta*ae to proNdt complete and accurate atFay.idea Ydamsgm.(4 The thlppa's "a. to provide omtete and socuale nbmram reading to the weight all Eimensions of the shipment. (a) Security or other reglatay dally. M Pecs Ofthe err, PLW enmmws, c inked ads deny Pesont) a O*bes, ncludxp Wane) limited te. ads dte or Ph7tk No**$ AdagmllMh scow or tp r ont authority, autthonty Of law, IoW dbp r". cal convocation, hazards Incident to a ebb area. WO a national wealher windows, mislead or local dsngaons in e or groaae tranepodeon networks (n deemiwd aoleiy by Compera9, sktlws or mtl 4 1W abbes (afalg not Inelastic, other camas, vmdore a supWkr9, natural Nsastem (ea thgnekes, foods and humtoree we examipin of nasal disn*o omd4o* that precut a daager to company pesmho4 and champion or fdlure of ommodalon am froormrbm pydwas OuAft bat r4,W d ik .. , W The Yapmel "was untl" Mae or assured. . 02126/2009 QF 119.6 hp #inonciel services 1 • Y � � 1 SPATE AND LOCAL GOVERNMENT ADDENDUM ("ADDENDUM") TO BUSINESS LEASE AGREEMENT NO. 572DO446 DATED December 9,20D9, BETWEEN HEWLETT- PACKARD FINANCIAL SERVICES COMPANY AND CITY OF WINTER SPRINGS AND ANY AND ALL SCHEDULES AND EXHISITS THERETO (TOGETHER, THE "LEASE') The parties to the above - captioned Lease hereby agree due the bllowing provision WWI be incorporated Imo the Lease and made a part tiweof. Capitalised or ahar teener defined in do Lead and and In this Addaedusn chain haws We meadags woribed to them in tine Lean Manic otherwise expressly dellned Mask. NONAPPROPRIATION. NotwitWWAing anydtinS contained in this Lease to die contrary, in the event that sufficient fintde are not appropriated and budpW by your governing body or in not otherwise available from other legally available sources is any fiscal period as rated below ("Fiscal Period") for the Lase payments and other amounts due under the Lease, the Lease shall ttxr uu to on the last day of your Fiscal Period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penalty or expense to you of any kind whatsoever. except as to the portions of payments due under the Lease or other amounts basin agreed upon for which finds shall have ban appropriated or are otherwise available. You will rout ediatdy notify us or our assign of the occurrence of nonapp apdation. In the event of such termination, you shall, at you sole expense and risk, immediately return the Equipnnaat to us. Upon return, the Equtpnnad must be in the same condition as when you first received it (excepting only reasonable wear and near) and include all original parts, sunclunents and acccesories. if requested, you agree to execute and deliver to us all documents we reasonably request to evidence the transfer of legal and beneficial title to such Equipment to u, if applicable, and to evidence the termination of your interest in such Equipment. We will have all legal and equitable rights and remedies to take possession of the Equipment. At our request, you :hall promptly proms supplemental documentation as to such nonappropristion satisfactory to us. Our wtsreiac ofrights pursuant to this Addendum shall not affect the survival of any indemnity and other provisions (other than the obligation to make the payments due under the Luse through the end of the then current Fiscal Period), which survive the termination of the Lane. LESSEE WARRANTIES. You rapraar, warrant and covaaa to ha with respect to the Lego that (a) you am an agency or department of, or • political subdivision of the ante In which you are located; (b) you have the power and sulhority to amber rots tat Lease; (e) since On date of your most revert annual finance) sts ere t. there bas been ao nneerid adverse change in yam flowmal condition, or the levli of sawamea or collection of taxes by you; (d) the Equipmest is essential to your immedisla perfmmaaea of a guvartmttttW a proprietary fivaiiou within the scope of your mtlarity and win be used during the Initial Tam only by you and only b perlbnla such finedon; (e) you intend to ua On Equipment for the entire Initial Term of do Lase; (t) you have complied fully with all applicable law governing open meatings, public bidding and appropriations required in connection with tie Lase ad the acquia dw of to Fquipu nt; (g) firers has been oo rmta id change in the budget for your current Find Period since its adoption se d such budget wasp F Aim eoomdmwe with gmhvaUy woopeod woowabhg prisoipla is the Umisad Swain offeot at due there; (h) your obligations to mono the scheduled Lease payments and say other amounts due wider the Leda consttute your current woonee and not debt under applicable oats law; and () no provision of the Lana constitutes a pledge of your team or gw►N revenues. CHOICE OF LAW. THIS LEASE SHALL BE GOVERNED BY THE NTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF THt EQUIPMENT LOCATION. SELF - INSURANCE. Upon ow prior wrieto sowrA, in lieu of rneintaioing ianrance obtained by third party inaoranoo amriars, you may self -inure with raped to the Lida described in the Late, provided that our tateats are prowded to the am a vest as if the inauance had been obtained by third party insrarn carries and provided Anthe tut such self - insurance program is emitted with prudent buaiueas practices with respect to such insurance risk INDID&4TY. The various indemnifications granted by you hn the Lease shall be Incited to We extant required by your applicable state law. GUARANTY. All rmmt and oonditio s, in the Lame relating to s awrmttor or to a guaeaaty dun not apply to you or to yam Lea. ADVANTAGE PROTECT ION. All terms end conditions m the Lade relating to Adventsgs Protection sball not apply to you of to vcur Lan. PAYtv1ENT IN ARREARS. All regularly scheduled Leda payments due by you order the Lease shall be payable in arrears. DEPOSIT ACCOUNT MFORMATION. Yom shall not be respired to provide to us your deposit account inbraaton; we shall ON initiate debit entries to your ehedmS account a described in the Lew. M Suft hp financial smrvieas I ■ • a a t Your FbW PwW is a twelve month poriod endinr on SAptwobe r 30 Exc o s spetdficolly modified herein, all p wisiau ofthe Lem shall mnsin csnchxwd end in full face ad of ba. In the event of a conflict between the tears of the Lease and der lerrrr of this Addendum, the terns of fhb Addatdurn slap control. IN WITNLU WHbRkM, the parties have arced this Addendum m be ex=sW by (hair tespeeGve duty andMind repreeattativee as of the date first set forth above. LESSEE: CITY OF WINTER SPRINGS Name Title: C:Lty Mello ger s..orarn HEWLETT -PAC ARD FR" JAL SERVICES COMPANY By: o "r Name: %!%lL �flC�i, - ✓U Tide: G bRd' hp hnanelol xwvkos t.... t,oswArwontlssnsssr t,'noesr H-10w tesho id Ptamuld Ow Isss Compeiy r%ve,'1se" or "omo od cih of WM . CyW or -Yom") ste pwgp to the Bwbees Lesse Apeerneit (dre'Ya W7 bliotilied by des Bodim Lseoe Apvvm t Number spediNed shove. The 8udaem lase Apeeraent end ib edtibib��!� oompiee s lens dot is beiwi eweM+d and eonrssnoed powent re tlds DdhM and Acceploom Q wd$cste, All 4mWQ Wm wed bt dris DslImy ssd Aoospttnce Cmti&e1e wMww detiWm shill hive drs om I l M seeibed b dM is dK Leese. i.'JAS& ACC19"AWL YOU bsseby icbmb* dnt the Egeipmnt desodbed to dw 3vbedele A or iididlww4 the bpipnrwrt d ow bed b the stteshsd Inrotoe or odw wmdve how he boa dsNrwed b the BquipmeO Loestioo spedhd below. iatpeated by yaw end land to be Is prod opetuWd order nd conftm ad hie bun ueoondidoeelly sod bmwoeft eoe peed by you under do Leew wiiead by dw Bwbteom Lwre Aroom tt se of dw Aooeptmoe Deb set rhea L LMU AC1W You hweby epee % &M&"y pwtru d elyow Obliptione under the Bohm Lsre Apeetaesd and M n etl o dsss bmeet year 12011 111d wMIVWAee se set hA b dW Bwdaen Lase Apeemoet Yon bmby sdmowteye your epeesret b PW ue Lane I I I I , rr set &6 in rho 3oise"o phom ay sppliobk tiloli, toPdlrw with all odor Cotes, expsrws a0 ohitpss whmoawr WtAd )oo ste 1040 W 10 POW Pw� 10 dm 8w;eees Lssn Aaoonwtt , in oech ioteeoe at des domes and In dw memst set thrdt hr rite Bodine l.esso Arecmwu , respectively. 3. ZQ1AMN'f LOCAIRON. nw Bqui pm w bm been iwalkd setd h bcaod a rho hBowiig Equipmeo Locd1m- 1126 East State Road 434, Winter 8flririgs Fl 12708 tea: 11ya1YVbetlprI P er. Kevin L. S ith, City Manager •rd lliesptrswoo-- marcb 20.2019 swum