Loading...
HomeMy WebLinkAbout2015-09Resolution 2015-09 Resolution Authorizing a Municipal Lease Agreement for Computing Equipment and Services WHEREAS, the TOWN OF PULASKI (the "Lessee") is a validly existing municipal corporation of the Commonwealth of Virginia (the "Commonwealth") existing as such under and by virtue of the Constitution, statues and laws of the Commonwealth; WHEREAS, the Town Council of the Lessee (the "Governing Body") has the power under the laws of the Commonwealth to lease or purchase personal property for use by the Lessee and the Governing Body has determined, and hereby determines, that it is in the best interests of the Lessee to enter into a Municipal Lease Agreement with ~, ~- _ PROFESSIONAL NETWORKS, INC. ("Lessor") which lease will be assigned to General ~- Electric Capital Corporation ("Assignee") pursuant to an assignment by Lessor to Assignee (such Municipal Lease Agreement and Assignment are herein together referred to as the "Lease") for the purpose of financing the acquisition of the equipment (the "Equipment") described in Exhibit A to the lease, and that the use of such Equipment is essential to the Lessee's proper, efficient and economic operation; and, WHEREAS, the Governing Body has taken the necessary and appropriate steps under the Virginia Public ProcurementAct including, without limitation, any public bidding requirements, to arrange for the acquisition and financing of the Equipment under the Lease; and, WHEREAS, the Lease terminates, and the Lessee's obligations thereunder are extinguished, if the Governing Body fails to appropriate money for the ensuing fiscal year for the payment of the amounts due in such fiscal year; and, WHEREAS, there has been presented to the Governing Body the form of the Lease, including Exhibit A thereto, which the Lessee proposes to approve, enter into and deliver, as applicable, to effectuate the proposed financing of the Equipment; and it appears that the Lease and its Exhibit A are in appropriate form and are appropriate instruments for the purposes intended; NOW, THEREFORE be it RESOLVED by the Governing Body, the Town Council of the Town of Pulaski, Virginia, this 5th day of May 2015, as follows: Section 1. That all actions of the Lessee in effectuating the Lease are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Lease. Section 2. That sums be and hereby are allocated from the budget of the Governing Body for the fiscal year ending on June 30, 2015 sufficient to meet all obligation of the Lessee under the Lease, including without limitation Monthly Rent in the amount of $1,638.81 per month. Section 3. The Governing Body hereby approves the acquisition by the Lessee of the Equipment described in Exhibit A to the Lease, such acquisition to be financed by Lessor/Assignee pursuant to and in accordance with the terms of the Lease, which will be a valid, legal and binding obligation of the Lessee enforceable in accordance with its terms. The form and content of the Lease are in all respects authorized, approved and confirmed and the Town Manager of the Lessee, or his designee is authorized, empowered and directed to execute and deliver the Lease and the other Documents (as defined in the Lease) for and on behalf of the Lessee in substantially the form attached hereto, but with such changes, modifications, additions or deletions therein as shall to him seem necessary, desirable or appropriate. BE IT FURTHER RESOLVED THAT this Resolution shall take effect from and after its adoption, and is hereby adopted by the duly recorded vote, of the Governing Body, the Town Council of the Town of Pulaski, Virginia, this 5t" day of May 2015 as follows: Heather L. Steele -Aye H.M. Kidd -Aye Gregory C. East -Aye James A. Radcliffe -Aye David L. Clark -Aye Lane R. Penn -Absent THE TOWN OF PUL SKI, VIRGINIA BY: J S. Worrell, Mayor ATTEST: Patricia Cruise, Clerk of Council '' ~E Ct~pital Please Complete and Return with Signed Agreement ***send a copy of this to your insurance provider*** Agreement Number: 9800813-001 Name: PULASKI, TOWN OF Address: 42 FIRST STREET NW City, State, Zip PULASHI, VA 24301 PROPERTY INSURANCE CARRIER INFORMATION Agency Name: Agent: Address: City, State, Zip: Telephone Number: Fax Number: Virginia Association of Counties Risk Mgmt. Programs Carol Jordan, Manager, Underwriting Services 1315 Franklin Road, S.W. ___ Roanoke Virginia 24016 540-345-8500 540-345-5330 IMPORTANT Under the terms and conditions of your Agreement, you are required to carry adequate insurance coverage on the leased/financed equipment. Make sure that your agent understands that you are financing or leasing the equipment and that your policy conforms with the following: D Property or physical damage coverage for the replacement cost value of the equipment or the stipulated casualty va]ue, whichever is higher. Maximum Deductible: $10,000 O Additional Insured & Loss Payee Endorsement naming "GENERAL ELECTRIC CAPITAL CORPORATION". "Claims-Made Policies" are NOT acceptable. Q Fifteen (IS) Days written notice of cancellation, non-renewal or amendment, CJ Equipment listed on, or schedule attached to, the evidence of insurance. hvsurance Inquires should be made to Customer Service at 1-800-533-9917. Please send an ACORD FORM 27 (samale attached) or ACORD FORM 28 evidencing adequate insurance coverage to: GENERAL. ELECTRIC CAPITAL CORPORATION Attention: Contracts Department 3333 I~ESPER ROAD, BILLINGS, MT 59107 PRONE NO: 1-866-636-3645 FAX NO: 406-373-7995 f Quick Lease Package 9800813-001 May 1 `, 2014 PLTLASKI, TOWN OF 42 FIRST STREET NW PULASKI, VA 24301 Thank you for choosing to do business with GENERAL ELECTRIC CAPITAL CORPORATION. Kindly have the enclosed documents (including the following) completed and faxed or mailed to GENERAL ELECTRIC CAPITAL CORPORATION: ^ LEASE AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OR THE OWNER IF YOU ARE A SOLE PROPRIETORSHIP AND WITNESSED WHERE REQUIRED, PRINTED NAME AND TITLE AFFIXED, FEDERAL TAX ID NUMBER REFERENCED WITH EACH PAGE OF THE TERMS AND CONDITIONS INITIALED. LEASE AGREEMENT AUTHORIZED SIGNER GUIDELINES: Proprietorship: Owner/Proprietor General Partnership: A General Partner Limited Partnership: The General Partner LLC: Managing Member or Authorized Officer Corporation: <$ 50,000 Authorized Manager, Purchasing Manager, Authorized Corporate Officer SOK to 100K Any Director or Purchasing Manager >$100,000 Authorized Corporate Officer ^ The Payment and Transaction teens found on the corresponding Document Package shall expire on 6/3/2015. ^ An executed copy of each of the lease documents attached or enclosed. If mailing, please include the signed copy of your advance fees check (if applicable). If you are sending by fax, please fax a copy of the completed check and ensure that the signor's name is printed below the signature (in such a case, we do not need the check mailed to us). ^ PLEASE PROVIDE US WITH A COPY OF THE INVOICE FROM YOUR DEALER. ^ An administration fee in the amount of $200.00 will be billed on your first invoice. ^ If not already provided, the Federal Tax Identification number is required for all Obligors prior to funding. ^ GENERAL ELECTRIC CAPITAL CORPORATION will REQUIRE proof of insurance coverage on the leased equipment. Please forward this checklist to your property and liability insurance company or companies. The following information must be referenced in the Certificate of Insurance: 1. Reference the account number on the certificate # 9756107001 and specify equipment location as follows: -Customer Address, City, State, Zip 2. Single limit public liability damage insurance of not less than $500,000.00 per occurrence naming lessee as insured and GENERAL ELECTRIC CAPITAL CORPORATION as Additional Insured. 3. Actual cash value all risk insurance in the amount of $10,000.00, naming GENERAL ELECTRIC CAPITAL CORPORATION as Loss Pavee and Additional Insured. 4. The Certificate Holder must read as follows: - GENERAL ELECTRIC CAPITAL CORPORATION, and its affiliates, holders of any beneficial interest, and their respective agents, successors and assigns. PO BOX 35702, BILLINGS, MT 59107 Please mail or fax vour documentation to the following: Contracts Department GENERAL ELECTRIC CAPITAL CORPORATION 300 E. John Carpenter Freeway, Suite 204 Irving, TX 75062-2712 Phone No: 800-233-5103 Fax No: 888-810-4101 Please do not hesitate to contact us at 800-233-5103 with any questions you may have. Please reference any questions with your lease number. ~E Ca~itc~1 Lease Agreement Lease Number 9800813-001 LESSEE NAME: PULASKI, TOWN OF TRADE/DBA NAME: ADDRESS: 42 FIRST STREET NW CITY, STATE, ZIP: PULASKI, VA 24301 CONTACT: EMAIL FAX: SUPPLIER NAME: PROFESSIONAL NETWORK INC ADDRESS: 307 MEADOW ST CITY, STATE, ZIP: GALAX, VA 24333 CONTACT: EMAIL FAX: EQUIPMENT ADDRESS ADDRESS: 42 FIRST STREET NW, PULASKI, VA 24301 SCHEDULE OF EQUIPMENT Descri tion of E ui ment Serial Number Total Cost 32-OP'TIPLEX 7020 SFF 31-DELL 21.5 MONITOR 32-DELL WIItELESS DESKTOP KEYBOARD AND MOUSE 2- LA"CITUDE IS 5000 SERIES 4-DELL 21.5 MONITOR 2-DELL WIRELESS DESKTOP KEYBOARD AND MOUSE 32-APC BACK UPS ES 550 UPS I-DEL,L 27" MONITOR Total Cost: $58,621.00 SCHEDULE OF RENTAL PAYMENTS Lease Term (In Months) Total Number of Rental Payments Amount of Each Rental payment plus A licable Taxes Advance Payment (Plus Applicable Taxes) Administration Fee End of Lease Purchase Option 36 36 $1,638.81 $1,638.81 $200.00 FMV Last Funding Date: 6/3/2015 Important Notice: We have written this Lease in plain language because we want you to understand its terms. Please read this Lease carefully. The words "you" and "your" mean the Lessee named below. The words "we", "us", and "our" refer to the Lessor named below. BY SIGNING THIS LEASE, YOU AGREE TO THE TERMS ON THE FRONT AND REVERSE SIDES OR SUBSEQUENT PAGES, INCLUDING ALL THE TERMS AND CONDITIONS. THIS LEASE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US. YOU CERTIFY THAT ALL THE INFORMATION CONTAINED IN THIS LEASE AND YOUR APPLICATION IS CORRECT AND COMPLETE. THIS LEASE IS NOT BINDING UPON US UNTIL WE SIGN IT. ONCE A TRANSACTION HAS BEEN COMPLETED AND FINALLY APPROVED FOR FUNDING, WE AND OR YOUR DEALER (IF APPLICABLE) MAY CHARGE A FEE FOR DOCUMENTATION AND OTHER SERVICES. WE MAY ALSO PAY SUCH DEALER A FEE FOR ADMINISTRATIVE OR DOCUMENTATION SERVICES. IF WE COLLECT A FEE ON BEHALF OF THE DEALER, WE ARE COLLECTING SUCH FEE SOLELY FOR ADMINISTRATIVE PURPOSES. Execution and Transmission of Documentation This Ageement and any schedules, exhibits, annexes or related instruments (each an "Instmment") will be created and evidenced as follows: (i) we will deliver to you an electronic or paper version of each Instrument; (ii) you will print and sign (and initial where indicated), using either ink on paper (a "manual" signatwe) or by electronic or digital means (an "electronic" signature), the signature page of each such hrstmment and deliver the same to us by electronic, facsimile or other means; (iii) we will sign (electronically, digitally or manually, at our option) each signature page so delivered by you (if the Instrtmtent requires our signature); and (iv) we will attach each fully signed signature page to an electronic or printed paper copy of the applicable hrstnrment You hereby represent and warrant that you have not modified the Instrument sent to you for signature. Upon your one-time request for a copy of any fully signed hrstnrment promptly after it has been produced by this process, we will make the same available to you by electronic or other means. Each hrstnrment produced by this process wID be conclusively presumed to be identical to the version signed or initialed by you, and we may (at our option) retain only a copy of such hrstnrment and dispose of the version containing your manual signature. We both intend that each Instrument produced by this process shall be for all purposes (including perfection of security interests and admissibility of evidence) the sole original authenticated hrsttunient; and to the extent, if any, that any hrstnrment constitutes chattel paper (as the term is defined in the applicab]e Uniform Commercial Code), no security interest in such hrstnunent may be created through the transfer or possession of any counterpart or copy thereof, other than the Instrument produced by this process. You agree not to raise as a defense to the enforcement of any Instrument that you executed such Instrument by electronic or digital means or used facsimile or other electronic means to transmit your signature on such Instrument. Notwithstanding anything to the contrary herein, we reserve the rigjit to require you to sign any Instrmrment manually and to deliver to us an original of such hrstniment containing your manual signature. LESS R FESSIO NETWORKS, INC. LESSEE: PULASHI TOWN OF B Signature: X Name Title: ~a ~dS fC ~ c.~C.+~ Name & Title: X S, W (,( pwti} Eil~ Date: S 7 ~/~ Dat~~ SFed Tax ID: X Si(_ Goo iS38 Terms and Conditions 1. COMMENCEMENT OF LEASE; RENTAL PAYMENTS. You agree to lease from us the Equipment described in this Lease and remit to us Rental Payments (and applicable taxes) for the full Lease Term. Rental Payments will include any freight, delivery, installation and other expenses we finance on your behalf at your request. When you receive the Equipment, you agree to inspect it and to verify by telephone such information as we may require or, at our request, send us a written certificate of acceptance. We do not have to accept this Lease and we are not obligated to purchase a unit of Equipment from Supplier or lease a unit of Equipment to you unless on or before the Last Funding Date indicated on the cover page of this Lease (which is the date the credit approval for this Lease expires): (a) we have received all required documentation in satisfactory form and substance, (b) you have accepted the Equipment in accordance with the teens set forth below, (c) we have received any required Advance Payment, (d) no material adverse change in your business, operations or financial condition occurs, and (e) no Event of Default as described in Section 10 occurs and is then continuing. If we do not accept this Lease, we will return to you any Advance Payment. If all the conditions precedent set forth above have been met and we have accepted this Lease, the Lease Term begins on the date you accept the Equipment (tire "Lease (:ommencement Date"). ONCE WE ACCEPT THIS LEASE, YOU MAY NOT CANCEL IT DURING THE LEASE TERM. If the Lease Commencement Date is not the first or the fifteenth day of any calendaz month (a "Payment Date"), the Lease Term will be extended by the number of days between the Lease Commencement Date and the Payment Date which first occurs after the Lease Commencement Date, and your first payment will be increased by 1/30flt of the monthly Rental Payment multiplied by the number of days elapsed from the Lease Commencement Date to the day immediately preceding the first Payment Date after the Lease Commencement Date. You authorize us to change the Rental Payment by not more than 15% due to changes in the Equipment configuration, Software, Services, applicable Sales Taxes or other factors affecting Total Cost which may occur prior to our acceptance of this Lease. We will advise you of the due date of each Rental Payment and the address to which you must send your payments, but our failure to so advise you will not release you of your obligations under this Lease. Rental Payments are due whether or not you receive an invoice. Unless otherwise required by applicable law, we aze not required to refund any Rental Payment, pay any interest on any Advance Payment, or keep any Advance Payment in a separate account. We may apply the Advance Payment to any amount you owe us under this Lease. Lease Rate Factor: Your periodic Rental Payments are calculated using a lease rate factor (the "Lease Rate Factor"). The Lease Rate Factor is calculated, in part, using an interest rate based on the interest rate for swaps (the "Swap Rate") that most closely approximates the initial term of this Lease as published in the Federal Reserve Statistical Release H.1 S available at htca•//www federakeserve 2ov/releases/h15/update/ on or about the date this Lease is prepazed by us (the "Initial Rate Date"). The Lease Rate Factor and your periodic Rental Payments may be adjusted if the Swap Rate as reported four (4) business days prior to acceptance of the Equipment is different than the Swap Rate as repotted on the Initial Rate Date. In addition, the Lease Rate Factor and your periodic Rental Payments may be adjusted prior to the Lease Commencement Date if the Corporate Index Spread Average (as defined below) is more than 25 basis points different from the Corporate Index Spread (as defined below) as of the Initial Rate Date ("Initial Spread"). The "Corporate Index Spread Average" means the average of the weekly Corporate Index Spreads over the period starting on the Initial Rate Date until the date of the last available Corporate Index Spread as of the Lease Commencement Date. The "Corporate Index Spread" means the U.S. Aggregate Corporate AA- Rated Index as calculated by Barclays Capital on an Option Adjusted Spread (OAS) basis currently available online at httn~//online wsi com/mde/public/pane/o 302~- bondbnchmrk.hhnl?mod=mde bnd~ehilc or such other nationally recognized reporting source or publication as we may specify. Please note that the aforementioned spread is published at least once a week by the mentioned sources. We will notify you if the Lease Rate Factor changes. Notwithstanding the foregoing, if this is a Stated Purchase Option Lease and the Lease Rate Factor is provided to you on or before December 31" of any calendaz yeaz, but the Lease Commencement Date is on or after January Ist of the following calendar yeaz, then the Lease Rate Factor and your periodic rental payment will be adjusted to preserve our tax economic yields end cash flows and we will notify you of any such adjustments. 2. TAXES. You agree to pay us, when invoiced, all sales and use taxes and other similaz charges imposed relative to this Lease, the Rental Payments or the Equipment If the Purchase Option amount is $1.00 or any other nominal amount (a "Dollar Purchase Option"), you agree to file any required personal property tax returns and if we ask, provide us with proof of payment. If the Purchase Option amount is other than $1.00 or any other nominal amount (a "Stated Purchase Option"), you agree at ouz option to either (a) reimburse us for all personal property taxes which we may be required to pay as the owner of the Equipment or (b) remit to us each month our estimate of the monthly equivalent of the annual personal property taxes to be assessed. If an increase in the federal corporate income tax rate or a change in the "accelerated cost recovery deductions" allowed by the Internal Revenue Code of 1986, as amended, adversely affects our aRer-tax earnings on this Lease, we may increase the Rental Payments to offset such adverse effect and a change in the Rental Payments is effective on the effective date of such increase. As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a tax administrative fee equal to $12 per unit of Equipment per year during the Lease Term, not to exceed the maximum permitted by applicable law ("Tax Administration Fee"). The Tax Administration Fee (at our sole discretion) may be increased by an amount not exceeding 10% thereof for each subsequent year of the Lease Term to reflect our increased cost of administration and we will notify you of any such increase by indicating such increased amount in the relevant invoice or in such other manner as we deem appropriate. 3. NET LEASE. THIS LEASE IS A NET LEASE AND YOUR PAYMENT OBLIGATIONS HEREUNDER ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, ABATEMENT, REDUCTION, RECOUPMENT, DEFENSE OR SETOFF FOR ANY REASON WHATSOEVER. 4. OWNERSHIP. If this Lease provides for a Dollaz Purchase Option, you will have title to the Equipment and will be deemed to be the owner of the Equipment and will be entitled to all tax benefits. If this Lease provides for a Stated Purchase Option, we will have title to the Equipment unless and until you exercise any Purchase Option available to you at the end of the Lease Term. To secure your obligations to us under this Lease, you grant to us a fast priority security interest in the Equipment and any additions, attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds. You irrevocably grant us the power to prepare, sign on your behalf (if applicable), and file, electronically or otherwise, a financing statement and any amendment thereto or continuation thereof relating to the Equipment, and containing any other information required by the applicable Uniform Commercial Code. At our request, you will attach identifying labels supplied by us showing our interest in a prominent position on each unit of Equipment. 5. MAINTENANCE. You will, at your own expense, (a) keep the Equipment in good repair, condition and working order, ordinary weaz and teaz excepted, free of all claims, liens and encumbrances of any kind or nature, (b) you shall not move the Equipment from the Equipment Location without our prior written consent, (c) use the Equipment solely for commercial purposes in the manner for which it is intended and in compliance with ail applicable laws and manufacnrrer requirements or recommendations, (d) perform all service and maintenance requirements described in the operator's and instrument manuals provided by the manufacturer or Supplier and keep the Equipment eligible for any manufacturer's warranty certification, and (e) give us reasonable access to inspect the Equipment and its maintenance and other records. All additions, upgrades, replacement parts and attachments will become part of the Equipment unless they can be easily removed without damage to the original Equipment. You will not attach any of the Equipment to any real estate. Upon our reasonable request and at your cost, you will get each person with an interest in the real estate where the Equipment is located to waive any rights they may have in the Equipment. 6. DISCLAIMER OF WARRANTIES. You have selected the Equipment. You acknowledge that the Supplier, the manufacturer of the Equipment and dreir respective representatives aze not our agents and are not authorized to modify the terms of this Lease. You aze awaze of the name of the manufacturer or Supplier of each item of Equipment and you will contact the manufacturer or Supplier for a description of your warranty rights. You agree to settle any dispute you may have regazding performance of the Equipment with the manufacturer or Supplier of the Equipment. WE ARE LEASING THE EQUIPMENT TO YOU "AS- TS". WE HAVE NOT MADE AND DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, ITS DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. WE SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIREC'T', INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THE EQUIPMENT OR THIS LEASE. WE WILL NOT BE LIABLE FOR SPECIFIC PERFORMANCE OF THIS LEASE OR FOR ANY LOSSES, DAMAGES, DELAY OR FAILURE TO DELIVER THE EQUIPMENT. THIS LEASE CONSTITUTES A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree to waive all rights and remedies conferred upon a lessee by Article 2A (Sections 508-522) of the Uniform Commercial Code. To the extent permitted by applicable law, you also hereby waive any rights now or hereafter conferred by statute or otherwise that may limit or modify any of our rights or remedies under this Lase, including any rights you may have which require us to (a) sell any Equipment to mitigate damages or (b) provide you with notices of default, intent to accelerate amnnntc hrnnminv der nr arvrlrratinn of cnrh amrnmtc Tf vnn citmrd a nnrnhaar nrdrr fnr thr Fnninmrnt vnn assign to na withnnt fitrthrr aMinn nn vnttt ntEi+tr part, all of your rights but none of your obligations with respect to the Equipment and any proceeds thereof and agree to, upon our request, obtain consent from the manufacturer or Supplier of Equipment with respect to such assignment. Unless you aze in default under this Lease, you may at your own expense enforce all warranties and other rights directly against the manufacturer. 7. INDI:MNITY. You are responsible for, and agree to defend and indemnify us against, all losses, damages, claims, injuries and attorneys' fees incurred or asserted by any person that relate to the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the expiration or termination of this Lease. If this Lease provides for a Stated Purchase Option, you agree that it was entered into on the assumption that we wiII be entitled 'to certain tax benefits available to the owner of the Equipment, and you agree to indemnify us for the loss of any income tax benefits caused by your acts or omissions. 8. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged, you will (and Rental Payments will continue to accrue without abatement until you), at your option and cost, either (a) repair the item or replace the item with a comparable item reasonably acceptable to us, or (b) pay us a sum equal to (1) all Rental Payments and other amounts then due and payable under this Lease, and (2) the present value of (i) all Rental Payments to become due during the remainder of the Lease Tenn, and (ii) the Purchase Option amount set forth in this Lease, each discounted at (x) 6% per annum if this Lease provides for a Stated Purchase Option, (y) the lease chazge rate (as determined pursuant to Section 16) if this Lease provides for a Dollaz Purchase Option, or (z) if such applicable rate is not permitted by law, then at the lowest rate permitted by law (collectively referred to as the "Net Book Value"). We will then transfer to you all our right, title and interest in the Equipment "AS-IS, WHERE-IS" WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. Insurance proceeds will be applied toward repair or replacement of the Equipment or payment hereunder, as applicable. 9. INSURANCE. You aze responsible for loss and damage to the Equipment from any cause whatsoever on and after delivery thereof You agree, at your cost to: (a) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, natning us as loss payee; and (b) maintain public liability insurance, covering personal injury and property damage in such amount as we require, naming us as additional insured. Prior to commencement of this Lease and at any time upon our request, you must provide us with evidence of an occurrence type insurance policy covering such risks and liabilities issued by an insurance carrier acceptable to us. The policy must provide us with not less than 15 days' prior written notice of cancellation, non-renewal or amendment, and must provide deductible amounts acceptable to us. 10. DEFAULT. An Event of Default will occur if: (a) we do not receive any Rental Payment or other payment within 10 days of its due date, (b) you or any guarantor of your obligations under this Lease ("Guarantor") do not perform any of your or any Guarantor's other obligations under this Lease or such GUazantlDr'S guarant}~, and such failure continues for 10 days after we notify you of it, (c) any representation you have made in this Lease or any Guarantor has made is its guazant}~ shall prove to have been false or misleading in any material respect (d) you or any Guarantor become insolvent, aze liquidated or dissolved, merge, transfer substantially all of your or its stock or assets, stop doing business or assign your or its rights or property for the benefit of creditors, (e) a petition is filed by or against you or any Guarantor under any bankruptcy or insolvency law, (f) if you aze a sole proprietorship, you die or have a guardian appointed, (g) any Guaranb~r dies or has a guazdian appointed, or (h) you default on any other agreement between you and us (or our affiliates). 11. REMEDIES. If an Event of Default occurs, we may, in our sole discretion, do any or all of the following: (a) cancel or otherwise terminate this Lease or any other Lease or agreement between you and us, (b) require you to immediately pay us, as compensation for loss of our bazgain and not as a penalty, a sum equal to the Net Book Value, (c) require you to return the Equipment in accordance with Section 13, (d) repossess the Equipment without court order and you will not make any claims against us (or our agent) for damages or trespass or any other reason if we take such action, and (e) exercise any other right or remedy available at law or in equity. You agree to pay all of our costs of enforcing our rights against you, including attorneys' fees. We may, but will have no obligation to, sell or otherwise dispose of the Equipment, with or without notice to you, at a public or private sale, and without any duty to account to you with respect to such action or inaction or for any proceeds with respect thereto. You agree that (a) if notice of sale is required by law, five days advance notice will constitute reasonable notice, (b) we may apply the proceeds of any sale or other disposition of the Equipment (after deducting all costs and expenses related to the repossession, sale or other disposition) to the amounts you owe us, (c) you will remain responsible for any balance which may remain after we apply such net proceeds, and (d) we will retain all rights and remedies even if we do not choose to enforce them at the time of your default. If this Lease provides for a Dollaz Purchase Option and we receive more than the Net Book Value plus our costs and expenses, we will remit any excess to you. 12. END OF LEASE OPTIONS. If this Lease provides for a Dollar Purchase Option and you are not in default, we will release any security interest we have in the Equipment at the end of the Lease Term. If this Lease provides for a Stated Purchase Option and you are not in default, you will have the option at the end of the Lease Term to (a) return the Equipment in accordance with Section 13, (b) extend the Lease Term for a new term upon the terms and conditions set forth in this Lease, or (c) on 60 days advance written notice to us, purchase all but not less than all of the Equipment for the Purchase Option amount (and all applicable taxes). If the Purchase Option is stated as a percentage, the Purchase Option amount will be the product of such percentage multiplied by the final Equipment Cost If the Purchase Option is stated as FMV, FMV will mean the fair mazket in place value of the Equipment at the end of the Lease Term, assuming good condition (except for ordinary weaz and teaz), as estimated by us. Upon payment of the applicable amount, we will transfer the Equipment to you "AS IS, WHERE IS" WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER IF YOU FAIL TO EXERCISE THE PURCHASE OPTION, ALL OF YOUR OBLIGATIONS UNDER THIS LEASE WILL CONTINUE UNTIL THE EQUIPMENT IS RETURNED IN ACCORDANCE WITH SECTION 13. 13. RETURN OF EQUIPMENT. If (a) an Event of Default occurs, (b) you do not purchase the Equipment at the end of the Lease Term, or (c) you do not extend the Lease Term, at your cost and risk you will promptly (i) place the Equipment in good order and condition (except for ordinary weaz and teaz from normal use), (ii) cause the Equipment to be disassembled, deinstalled, inspected, tested and crated in accordance with the manufacturer's recommendations and any and all local, state and federal regulatory requirements then in effect, (iii) immediately return the Equipment, freight and insurance prepaid, at your risk to any location and aboazd any carrier we may designate in the continental United States, and (iv) pay a return fee of $100, not to exceed the maximum permitted by law, as reasonable compensation for our costs in processing returned Equipment. Any such Equipment will be accompanied by all accessories originally included with the Equipment, qualifies (if applicable) for continued maintenance under a manufacturer's service and maintenance contract, and includes the latest softwaze release provided by the manufacturer or Supplier to you. You will continue to remit Rental Payments until the first day of the month which follows the date the Equipment is received by us in the condition required by this Lease. 14. ASSIGNMENT. YOU WILL NOT SELL, ASSIGN OR SUB-LEASE THE EQUIPMENT OR YOUR INTEREST IN THIS LEASE, OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. We may, without notifying you, (a) release any information we possess about you and this Lease to any prospective investor, participant or purchaser of this Lease, and (b) sell, assign, or transfer this Lease and our interests in the Equipment. You agree that the new owner or any of our assignees and transferees will have the same rights and benefits that we now have under this Lease but none of our obligations. The rights of the new owner or any of our assignees and transferees will not be subject to any claim, defense, or set-off that you may have against us. 15. PAST DUE PAYMENTS. If any Rental Payment or other amount due under this Lease is not received within ten days after its due date, you agree to pay us, in addition to the Rental Payment or other amount due, a late payment chazge equal to the greater of £ve percent of such late payment amount or $35.00, but not more than the highest legal rate. Any Rental Payments not made when due and other payment obligations incurred as a result of an Event of Default will accrue interest at the lower of eighteen percent per annum or the highest legal rate from their due date until paid. 16. COMPLIANCE WITH LAWS. You understand that the Equipment may be purchased for cash for an amount equal to the cost thereof or it may be leased. By signing this Lease, you acknowledge that you have chosen to lease the Equipment from us for the Lease Term and agreed to remit Rental Payments and other sums to us. If this Lease provides for a Dollar Purchase Option, or a Stated Purchase Option that constitutes a nominal percentage of the Equipment Cost, each Rental Payment includes a principal amount based on the Equipment Cost and a lease chazge rate. The lease charge portion of the Rental Payment can be determined by applying to the Equipment Cost the rate that will amortize the Equipment Cost down to the Purchase Option amount by remittance of the Rental Payments. The lease charge rate may be higher than the actual annual interest rate because of the amortization of certain costs and expenses incurred by us. WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS. IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS LEASE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW, THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS LEASE OR WILL BE REFUNDED TO YOU. IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE LEGAL AMOUNT. You agree that the Equipment will b~n{lly used in a manner complying with all applicable laws, regulations and insurance policies. You are, and will remain, in full compliance with all laws and regulations applicable to you including, without limitation, (i) ensuring that no person who awns a controlling interest in or otherwise controls you shall be (a) listed oa the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (b) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) incompliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on B SA compliance and on the prevention and detection of money laundering violations. 17. YOIJR REPRESENTATIONS. You represent and warrant that (a) you have the lawful power and authority to enter into this Lease, (b) the individuals signing this Lease have been duly authorized to do so on your behalf, (c) by entering into this Lease you will not violate any law or other agreement to which you are a party, (d) you are not aware of anything that will have a material adverse effect on your ability to satisfy your obligations under this Lease, (e) all fmaacial information you have provided and will provide to us is true, correct and complete and provides an accurate representation of your fmanciai condition, and (f) the location of your chief executive office, state of incorporation or organization, exact legal name, place of residence and organizational identification number, as applicable, have been correctly identified to us. 18. NIISCELLANEOUS. You agree that during the Lease Term (a) you will promptly notify us in writing if there is a change in the name, ownership, state of incorporation or formation or organizational number (if any) of your business, or if there is a change in your ownership, (b) you will provide such financial information we may reasonably request, (c) you will take any action we reasonably request to protect our rights in the Equipment and this Lease, and (d) we may insert missing information or correct obvious errors or your legal name in this Lease without further notice to you. This Lease constitutes the entire agreement between you and us and supersedes any conflicting equipment purchase order or other written or oral agreement. Except as noted in clause (d) above, no modification of this Lease will be binding unless in writing and signed by you and us. You authorize us (or our agent) to (i) obtain personal credit bureau reports, (ii) make all other credit inquiries we deem necessary, and (iii) famish payment history information to credit reporting agencies. You agree to pay us a fee shown on the cover page of this Lease to cover our documentation and investigation costs. Any claim you have against us must be made within one yeaz after the event that caused it. In connection with this Lease and the transactions contemplated hereby, at our request you will execute and deliver any additional documents and instruments and perform any additional acts that may be necessayy or appropriate to effectuate and perform your obligations hereunder and the transactions contemplated hereby. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of this Lease to be unenforceable, the remaining terms will remain in effect. If you fail to comply with any provision of this Lease, we have the right but not the obligation to have such provision brought into compliance and all expenses we incurred in bring about such compliance will be considered a Rental Payment which is due within five (5) days after the date we send to you a written request for payment. All our and your written notices must be sent by certified or first class mail or recognized overnight delivery service, postage prepaid, to you at your address set forth on the cover page of this Lease or our address at 1010 Thomas Edison Boulevazd S.W., Cedaz Rapids, Iowa 52404, or by facsimile transmission to you at your facsimile telephone number set forth on the cover page of this Lease or to us at our facsimile telephone number (319) 841-6324, with oral confirmation of receipt. At any time after this Lease is signed, you or we may change an address or facsimile telephone number by giving notice to the other of the change. You hereby acknowledge and confirm that you have not received any tax, financial, accounting or legal advice from us, the manufacturer or Supplier of the Equipment. We have the right to receive and retain or pay rebates, discounts and other compensation directly or indirectly from manufacturers, suppliers, vendors or third-parties with respect to the Equipment leased hereunder and such payments,may affect the overall economics of the transaction. 19. CHOICE OF LAW. THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF IOWA. BOTH PARTIES CONSENT TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN IOWA FOR ALL DISPUTES ARISING UNDER THIS LEASE AND WAIVE ANY RIGHTS TO A JURY TRIAL IN ANY ACTION ARISING UNDER THIS LEASE. IMPORTANT INFORMATION ABOUT ESTABLISHING A RELATIONSHIP WITH GE CAPITAL Federal law requires GE to obtain, verify, and record information that identifies each person or business establishing a business relationship with GE. Therefore, you may be required to provide certain information prior to a transaction being funded. This information might include: your name, street address, date of birth, and government issued identification number, such as a Social Security Number or taxpayer identification number and country of citizenship. We may also ask to review your driver's license, passport or other identifying documents that will allow us to verify your identity. In addition, business entities might be asked to provide business name, registered street address, tax identification number, date of establishment of business, nature and type of business, and principal place of business. In accordance with federal and local laws, GE will ensure appropriate security is attached to processing and maintaining any retained information. EXHIBIT B EQUIPMENT SPECIFIC RIDER ("Rider") TO TO LEASE AGREEMENT NO. 9800813001 ("Lease") BETWEEN PROFESSIONAL NETWORKS, INC. ("Lessor") AND PULASKI, TOWN OF ("Lessee") This Rider, dated DATE, is made a part of and modifies the above-referenced Lease. Each capitalized term used in this Rider and not otherwise defined shall have the meaning given to such term in the Lease. The words "you" and "your" mean the Lessee identified above, the words, "we", "us", and "our" mean the Lessor identified above. To the extent of any conflict or inconsistency between this Rider and the terms of the Lease, this Rider shall prevail. CONSTRUCTION EOUIPMENT PROVISIONS The Equipment described below ("Construction Equipment') is covered by the additional terms and conditions set forth in this Section II. 32-OPTIPLEX 7020 SFF 31-DELL 21.5 MONITOR 132-DEL,L WIRELESS DESKTOP KEYBOARD AND MOUSE I I 2- LATITUDE 15 5000 SERIES 4-DELL 21.5 MONITOR 32-APC' BACK UPS ES 550 UPS 1-DELL 27" MONITOR NOTICE PROVISIONS: In addition to the notice requirements otherwise provided in the Lease, you agree to promptly notify us of any malfunction of (as the case may be) the hobbs or hour meter. USE AND OPERATION PROVISIONS: In addition to any use and operation provisions provided in the Lease, you agree that you will allow only qualified, properly-licensed personnel selected, employed and controlled by you to operate the Construction Equipment. During the term of this Lease, you shall ensure that the Construction Equipment shall not be used more than 0 hours per yeaz. You shall pay to us upon the return of the Construction Equipment the sum of $0.0(1 dollars per hour or fraction thereof for the excess hourly usage. RETURN PROVISIONS: In addition to the return provisions provided for in the Lease, and provided that you have elected not to exercise your option to purchase the Construction Equipment, you shall, at your expense, comply with the following return requirements: (a) General Condition: With respect to each unit, no glass shall be broken, chipped or cracked, no upholstery shall have any cut, teaz or bum, there shall be no un-repaired damage to exterior or interior materials that exceeds $250 and all decals, numbers, customer identification, glue and adhesives shall have been removed from the Construction Equipment without damage to paint or the Construction Equipment. Frame and structural members including but not limited to loader arms, stick, booms, buckets, frame rails, all ground engaging tools and all attachments will be structurally sound, without breaks, bends, cracks or missing teeth. Cooling, heating and lubrication systems shall not be contaminated and there shall be no leaking between systems. No battery shall have any dead cells, crocked case or be inoperative. All units returned will be cleaned and cosmetically acceptable, with all rust and corrosion properly removed and/or treated. All material (i.e., dirt, refuse, asphalt, gravel, etc.) must be properly removed from the Constmction Equipment and disposed of in accordance with all applicable federal, state and local laws and regulations. All internal fluids such as. Tube oil and hydraulic fluids aze to be filled at operating levels and all filler caps aze to be secured. (b) Tires: All tires shall be of the same original size, type and manufacturer (or similaz quality manufacturer if the original manufacturer no longer produces tires of that type) as upon delivery to you. On each unit, the tires shall have no missing or damaged parts or gouges. Also, all tires shall have a minimum of fifty percent remaining wear. (c) Mechanical Drive Train: If so equipped, the transmission/hydrostatic drive systems including but not limited to differentials, fmal drives, will be in good condition and operate quietly without vibrations or leaks. (d) Electric Drive Train: If so equipped, the electric drive system including, but not limited to alternators, generators, control sys>Ems, (e) Undercarriage: If so equipped, the undercarriage (including sprockets, links, idlers, bogies, tamer and track rollers, pins and bushings, track shoes/pads) shall have at least 50 percent time/wear remaining before the next overhaul or replacement as recommended by the manufacturer and pubhShed in standard maintenance manuals. (f) Engine: The engine must have been maintained in accordance with manufacturers recommendations, including overhauling the engine as required. At the time of redelivery, the engine must have at least 50 percent time remaining before the next overhaul or replacement as recommended by the manufacturer and/or published in standard maintenance manuals. Determination of satisfaction of these specifications shall be made by subjecting the engine to standard industry testing to include (but not limited to) testing of the crankcase, manifold pressure, oil analysis and blowby tests. All tests shall be performed by a manufacturer authorized service center. (g) Brakes: The brakes shall have at least 50 percent time remaining before the next overhaul or replacement as recommended by the manufacturer and/or published in standazd maintenance manuals. No drums or other braking components shall be damaged or cracked. (h) Booms: If so equipped, all booms shall be straight and true within original manufacturers specifications and tolerances. All standard rigging including sheaves, pendants, fairleads necessary for industry standard lift crane and boom trucks shall be returned with each machine. Hydraulic Equipment: All hydraulic pumps, cylinders and hoses must be fully operational at rated capacity with no leaks. (j) Documents and Records: Each such unit shall meet and conform to all applicable federal, state, and local health and safety laws and requirements, and, if applicable, have appropriate ANSI inspection certificates, permits and other certification necessary to operate the Construction Equipment. Without limiting the foregoing, you shall maintain and provide to us written records of preventative maintenance and repairs, indicating date, and (hobbs) hour meter readings to show when such maintenance or repair work was performed. (k) Redelivery: Provide for transportation of the Construction Equipment in a manner consistent with the manufacturer's recommendations and practices to any business locations within the continental United States as we shall direct; and have the Constmction Equipment unloaded at such business locations. (I) Storage: Provide safe, secure storage for the Construction Equipment for a period of up to 90 days after expiration or eazly termination of Lease at a location(s) satisfactory to us. INSPECTION PROVISIONS: In addition to the inspection provisions provided for in the Lease, and provided that you have elected not to exercise your option to purchase the Construction Equipment, you shall, at your expense, comply with the following return inspection requirements: (a) At your expense, at least 60 days prior to, and not more than 90 days prior to lease expiration, each item of Construction Equipment must be inspected by a manufacturer's authorized maintenance representative or other qualified maintenance provider (acceptable to us) to ensure the Construction Equipment conforms to the return provisions outlined herein. (b) From 90 days prior to the return of the Construction Equipment, you must make the Construction Equipment available to our designee during regulaz working hours so walk-around appraisals/inspections can be conducted. (c) The results of the testing and appraisal, with necessary reconditioning, documenting that the Construction Equipment meets the return conditions required herein are to be provided to us 30 days prior to the return of the Construction Equipment. Except as specifically amended hereby, the Lease shall remain unmodified and in full force and effect. Lessor: PROFESSIONAL NETW S, By Print Name L ~ /\ e ~ S Title ` ~~ Ss ~ Q [~ Lessee: PULASIQ, TOWN OF By Print Name ~iT~ !~!J I yi . vl TT ~~ Title ~ 0 W /~.I /yby/~jQ~ ~ STATE AND LOCAL GOVERNMENT ADDENDUM -GENERAL (Commercial Pricing) THIS ADDENDUM, entered into by and between PULASKI, TOWN OF, as lessee and/or customer ("Lessee") and PROFESSIONAL NETWORKS,INC., as the lessor, equipment owner, and/or the provider of financial servoices to Lessee ("Lessor/Owner"), amends and modifies Lease Agreement No. 9800813001 (the Agreement). BACKGROUND A. By the above-referenced Agreement, Lessor/Owner has agreed to extend financing to Lessee upon and subject to the terms and conditions set forth in the Agreement. B. Lessor/Owner and Lessee desire to amend the terms and conditions of the Agreement, upon and subject to the terms and conditions of this Addendum. C. All capitalized terms not otherwise defined herein will have the meanings set forth in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound agree as follows with respect to the Agreement and the transaction evidenced thereby: 1. EFFECT OF ADDENDUM. To the extent of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will prevail and control. All terms and conditions of the Agreement not modified by this Addendum shall remain in full force and effect and are hereby ratified by the parties. 2. GOVERNING LAW AND JURISDICTION. THE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CUSTOMER'S LOCATION, AND THE PARTIES AGREE TO THE NON- EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN SUCH STATE. 3. NON-APPROPRIATION OF FUNDS. Notwithstanding any provisions of the Agreement, Lessee's obligation to pay all amounts due under the Agreement, including but not limited to periodic rent payments, is contingent upon the approval of appropriation of funds by its governing body. Lessee intends to remit all periodic payments and other sums when due and payable to Lessor/Owner for the full term of the Agreement (the "Term") if funds are legally available. In the event, despite Lessee's good faith efforts and exhaustion of all administrative appeals, (i) Lessee is not granted an appropriation of funds at any time during the Term of the Agreement for the Equipment or for other functionally similar equipment to the Equipment, and (ii) operating funds are not otherwise available to Lessee to pay its obligations under the Agreement, and (iii) there is no other legal procedure or available funds by or with which payment can be made to Lessor/Owner, and (iv) the non- appropriation did not result from an act or omission by Lessee, then Lessee shall have the right to terminate the Agreement as of the last day of the fiscal period for which appropriations were received ("Termination Date"). At least thirty (30) days prior to the Termination Date, Lessee's chief executive officer (or legal counsel) shall certify in writing that (a) funds have not been appropriated for the following fiscal period, (b) such non- appropriation did not result from any act or failure to act by Lessee, and (c) Lessee has exhausted all funds legally available for the payments due under the Agreement. Such termination shall be without penalty or expense to Lessee, except that Lessee shall remain obligated to pay any payments or sums due under the Agreement for which funds shall have been appropriated and budgeted, and Lessee shall return the Equipment to Lessor/Owner on or prior to the Termination Date in accordance with the Equipment return provisions of the Agreement. If Lessee terminates the Agreement because of non-appropriation of funds, Lessee may not purchase, lease, or rent equipment performing functions similar to those performed by the Equipment for a period of twelve (12) months from the Termination Date. This paragraph shall not pemut Lessee to terminate the Agreement in order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended. 4. OWNERSHIP; TAXES. Lessee hereby acknowledges and agrees that Lessor/Owner will be the legal owner of the Equipment throughout the term of the Agreement, and may be assessed personal property taxes, notwithstanding the fact that Lessee may be exempt from the payment of such taxes. Consequently, Lessee hereby agrees to either, at the option of Lessor/Clwner: (a) reimburse Lessor/Owner annually for all personal property taxes which Lessor/Owner may be required to pay as the owner of the Equipment, or (b) remit to Lessor/Owner each month Lessor/Owner's estimate of the monthly equivalent of the annual personal property taxes to be assessed against the owner of the Equipment. Page I oft PowerLease_Non_Approp_Addendum_081511-Geneml_(Lessee)[ 1 ].doc 5. SPECIAL REPRESENTATIONS AND WARRANTIES OF CUSTOMER. Lessee hereby represents and warrants to Lessor/Owner that as of the date of this Agreement, and throughout the Term thereof: (a) Lessee is the entity indicated in the Agreement; (b) Lessee is duly organized and existing under the Constitution and laws of the State in which it is located; (c) Lessee is authorized to enter into and carry out its obligations under the Agreement, any documents relative to the acquisition of the Equipment and any other documents required to be delivered in connection with the Agreement (collectively, the "Documents"); (d) the Documents have been duly authorized, executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, and person(s) signing the Documents have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine, and the Documents constitute the valid, legal, binding agreements of Lessee, enforceable in accordance with their terms, (e) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and shall be used during the Term of the Agreement only to perform such function; (f) Lessee intends to use the Equipment for the entire Term and shall take all necessary action to include in its annual budget any funds required to fulfill its obligations for each fiscal year during the Term; (g) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with the Agreement and the Equipment; (h) Lessee's obligation to remit all amounts due and payable under the Agreement constitutes a current expense and not a debt under applicable state law, no provision of the Agreement constitutes a pledge of Lessee's tax or general revenues, and any provision which is so construed by a court of competent jurisdiction is void from the inception of the Agreement; (i) all amounts due and to become due during Lessee's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the use of the Equipment; (j) all financial infonnation Lessee has provided to Lessor/Owner is true and accurate and provides a good representation of Lessee's financial condition; (k) no event of non-appropriation, as described herein, has occurred and it is not presently known that any such event will occur under any lease or other contract by which Lessee is bound; and (I) If requested by Lessor/Owner, Lessee will execute and deliver to Lessor/Owner in connection with the Agreement, a certificate of resolution and incumbency and/or an opinion of counsel in form and substance satisfactory to Lessor/Owner. 6. LIMITATIONS. The parties intend that the collection of any damages, the exercise of any remedy, the enforceability of any indemnity, and any requirements of Lessee relative to non-appropriation set forth in the Agreement or in this Addendum are subject to any limitations imposed by applicable law. 7. EFFECTIVENESS OF ADDENDUM. This Addendum is incorporated into and made a part of the Agreement, effective as of the same day as the Agreement. This Addendum and the Agreement together constitute the entire agreement of the parties with respect to the subject matter hereof and thereof. All terms and conditions of the Agreement not expressly modified hereby remain in full force and are hereby ratified by the parties. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Addendum effective as of the effective date set forth above. PROFESSIONAL NETWORKS, INC. PULASKI, TOWN OF Lessor/Owner Lessee BY: NAM] TITLI BY: NAME: S(~A W N I'E/1. (,fT~ TITLE: ~E.t)i,.~ ~~~.~~ Page 2 of 2 PowerLease SLGNon-Appropriation Addendum B-IS-l1 SAMPLE ACORD FORM 27 ACORD,M EVIDENCE OF PERSONAL PROPERTY INSURANCE GATE (MM/DDM(YY) TH15 IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. AGENCY PHONE Io. b[11: COMPANY FAX A/C N ' EMAIL ADDRESS: CODE: SUB CODE: AGENCY INSURED LOAN NUMBER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION IOCATIOWDESCRIPTION AMOUNT OF Sample CANCELLATION THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. I A 1 INTER FCT NAME AND ADDRESS • MORTGAGEE LOSS PAYEE ADDITIONAL INSURED LOAN AUTHORIZED REPRESENTATIVE ACORD 27 (2003/10) ®AcvRO cvRPVrianvn ~yy~ ~ Ct~pitcal Certificate of Acceptance A. LESSEE Lease Number: 9800813001 LEGAL NAME: PULASHI, TOWN OF TRADE NAME (if any): STREET ADDRESS: 42 FIRST STREET NW CITY, STATE, ZIP: PULASHI, VA 24301 B. SUPPLIER NAME:: PROFESSIONAL NETWORKS, INC. STREET ADDRESS: 307 MEADOW STREET CITY, STATE, ZIP: GALAX, VA 24333 C. EQLfIPMENT LOCATION STREET ADDRESS: 42 FIRST STREET NW CITY, STATE, ZIP: PULASHI, VA 24301 L. Ua~~-urrr~riv ~r 1/~urrtvinixr aixL purr r wtucr. 31-DELL 21.5 MONITOR 32-DELL WIRELESS DESKTOP KEYBOARD AND MOUSE 2- LATITUDE 15 5000 SERIES 5 2-DELL WIRELESS DESKTOP ] 32-APC BACK UPS ES 550 UPS 1-DELL 27" MONITOR E. YOU, THROUGH YOUR AUTHORIZED REPRESENTATIVE, CERTIFY TO US AND OUR ASSIGNEE THAT: a) All the Equipment has been delivered to and inspected by you on the Lease Commencement Date specified below pursuant to the Lease; b) You irrevocably accept the Equipment for lease under the Lease as of the Lease Commencement Date; c) Na event which would allow us to declare an Event of a Default (of the Lease) has occurred, and all of the representations and warranties made in the Lease aze true as of the Lease Commencement Date; and d) You hereby expressly authorize to insert the Date of Acceptance/Lease Commencement Date in the space below upon your verbal instnrction. If monthly invoices should go to above address, please check here. ® If different, please indicate below: Street Address: ~Q~~-~ ~~ City, State, Zip: ~iU\h5~ ~ ~~ ~~ V Attention: ~/tf)r4- Date of Acceptance /Lease Commencement Date: X S - (o - ~ J REQUI1tED INFORMATION ~E Cc~pitt~l CONTACT NAME: PHONE NUMBER: BEST TIME TO REACH: EMAIL ADDRESS: Account Schedule No. 98008130®1 CUSTOMER CONTACT /ACCOUNT MAINTENANCE FORM The information provided in this form, while not necessarily required in this format, is useful for verification, billing and general account administration purposes. /l S I ~ ~J~a-qy~.~ ~~~/ FAX NUMBER: /~SCp -y9~i~-~'G5~7 CELL #: BILL TO: NAME: ADDRESS: CITY, STATE, ZIP: ATTENTION: FEDERAL TAX ID: ._--- '~ pX D ~s~- ~coiS~3~ SHIP TO: (If different than BILL TO address) NAME: ADDRESS: CITY, STATE, ZIP: AUTHORIZATION FOR PRE-ARRANGED PAYMENTS DEPOSITOR: Name: DBA: Address: AGREEMENT: Account. Number: Monthly Payment: (Plus applicable taxes) Due Date: Interim Rent: Pavment to be calculated at time of Lease/Loan Commencement CREDITOR: Name: GENERAL ELECTRIC CAPITAL CORPORATION (Name of Financial Services) Address: 1010 THOMAS EDISON BLVD S.W. CEDAR RAPIDS, IOWA 52404 BANK OR FINANCIAL INSTITUTION: Name: Branch Address: Account Number: ABA Routing Number: Initials: PLEASE ATTACH A VOH)ED CHECK TO THIS DOCUMENT. Depositor has previously entered into the above referenced Agreement which requires Depositor to remit the Monthly Payments and other sums (including, but not limited to any interim rent) to Creditor on the Due Date. In order to provide for the convenient remittance of such amounts to Creditor, Depositor hereby requests and authorizes Creditor (or any assignee of Creditor) to issue any check, draft or order for payment on the above referenced account (the "Account"), as Depositor's agent, until such time as Depositor delivers written revocation of such authorization to Creditor and the above referenced Bank or Financial Institution (the "Bank"). Creditor hereby authorizes the Bank to debit the Account by an amount equal to the check, draft or order presented for payment. The amount drawn on Depositor's Account will appear on Depositor's monthly statement. If the Account is transferred to another branch, unless the Bank is otherwise notified by the Depositor this Authorization for Pre-Arranged Payments shall be directed there and shall be of the same force and effect as if it had been originally delivered to that branch. The amount authorized to be drawn on the Account each month shall be the sum of the Monthly Payment and all other sums then due and payable under the terms of the Agreement (including but not limited to any interim rent). The amount drawn each month may vary from month to month due to the timing of such obligations as property taxes, sales tax or interim rent. Depositor agrees to maintain a ba]ance in the Account sufficient to cover such amounts. In the event any check is not paid upon presentation, Depositor shall immediately deposit an amount in the Account sufficient to cover such check, draft or order. In the event any check, draft or order is not paid upon presentation, Creditor reserves the right to cancel this Authorization for Pre-Arranged Payments and require Depositor to remit all Monthly Payments and other sums due and payable under the terms of the Agreement directly to Creditor. Depositor acknowledges and agrees that all payments due under the terms of the Agreement are the responsibility of Depositor. If any payment is not made under this Authorization for Pre-Arranged Payments due to the temporary suspension of service or cancellation or because of insufficient funds in the Account, Depositor shall be required to make the payment manually on time. If this is not done, late chazges (as defined in the Agreement) shall apply. Depositor agrees that any modification, revocation, cancellation, termination and/or change to this Authorization for Pre-Arranged Payments without the advance written consent of Creditor or any debit that fails to clear Depositor's designated account in whole or in part is a condition of default under the Agreement and any and all remedies of default may be pursued per the contractual terms and conditions of the Agreement. THE FOREGOING IS HEREBY ACKNOWLEDGED AND AGREED TO AS OF THIS DAY OF 20_, BY A DULY AUTHORIZED REPRESENTATIVE OF DEPOSITOR. By: By: (Signature of Depositor exactly as it appears on the Bank's records) (Signature of Joint Account Holder, if any) NOTICE OF ASSIGNMENT DATE: 3/6/2015 TO: PULASKI, TOWN OF RE: Assignment of Schedule No. 001 to Master Lease No. 9800813 (the Schedules and the Master Lease Agreement are hereinafter collectively referred to as the "Agreement") Dear Customer, Please be advised that we have sold and assigned to General Electric Capital Corporation ("GE Capital") all of our right, title and interest in and to, but none of our obligations in and to: (1) the Agreement identified above; (2) all rights and remedies under the Agreement; (3) the equipment subject to the Agreement; and (4) all payments due and to become due under the Agreement. We did not transfer any of our obligations under the Agreement to GE Capital. All correspondence and questions regarding maintenance and performance of the equipment should be directed to us. Under the terms of the Agreement, you are required to remit Lease Payments and all other payments notwithstanding any complaint you may have against us for the maintenance, service, or supplies. Please remit all Lease Payments and all other payments due and to become due under the Agreement to GE Capital at the address provided by GE Capital. GE Capital will invoice you each month for the Lease Payments due and payable under the Agreement. Additionally, all notices required to be sent to the Lessor under the Agreement and any notices regarding your termination of the Agreement for non-appropriation or convenience should also be sent to GE Capital at the address listed below. Please acknowledge your receipt of this notification letter in the space provided below and return to GE Capital at the following address: General Electric Capital Corporation 300 E. John Carpenter Drive Irving, TX 75062-2712 In the event you do not acknowledge and return this notification letter within ten (10) days of the date referenced above, GE Capital will assume you have read and agree with the information contained herein and will remit to GE Capital all payments due and to become due under the Agreement. Sincerely, PROFESSIONAL NETWORKS, INC. (Les B' Name and Title: ~~ v~ V'-~~i`~, ~("C S~cF~•~t7 ACKNOWLEDGED THIS DAY, PULASKI, TOWN OF (Lesse By: Name and Title: ~fkW',~l U~ T~1nl /~/E4-N~~ Certificate: Authorizing Resolutions, Incumbency, Appropriation and Essential Use In connection with that Municipal Lease Agreement ("Lease's dated and effective as of 9800813001 between PROFESSIONAL NEWTWORKS, INC which, together with any successor or assignee (including General Electric Capital Corporation), is referred to as "Lessor" and PULASKI, TOWN OF a political subdivision organized and existing under the Constitution and laws of the State of VA which is referred to as "Lessee,"the undersigned does hereby certify to Lessor as follows: _ ! p otd~ C.,~ni~PC~ 1. I am the duly appointed/elected (choose one) and acting Clerk/6eeretarq'ofthe ULf,S ( (give name of agency, if any) ("Goveming Body's of Lessee, and I have custody of the records of said Goveming Body. 2. The resolutions attached hereto as Exhibit A and made a part hereof are a true and correct copy of the resolutions adopted and ratified by the Goveming Body of Lessee according to its rules of procedure at its public meeting held on (~lA~ S FZ,OI S ,and said resolutions have not been rescinded or modified and are still in full force and effect. 3. The individuals named below are the duly elected or appointed officers of Lessee holding the offices or positions set forth after their names, and that their signatures below are genuine: Name Title -~ -~ ~~~?i~4P%a_ fir': ~/i-f~cf~ ~'NQnrcnc` 7,.:~~C~C 4. Lessee has an immediate need for and expects to make immediate use of all of the Equipment described in the Lease in the performance of its governmental and proprietary functions and such need is not expected to diminish during the term of the Lease. Specifically, the Equipment will be used as follows: GCa4P'cttEi~ EQcS t? F~~T PAl~ d rfi tEE, EyQE2,¢~013~ 5. All payments due by Lessee under the Lease for the current fiscal year are within the fiscal year budget for the fiscal year ending .~VNE "~I ~E~ • and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the Equipment. 6. The Equipment is essential to the immediate performance of a govemmental or proprietary function by Lessee within the scope of its authority. 7. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or government body that challenges the organization or existence of Lessee, the authority of its officers, the authorization, approval and/or execution of the Documents (as defined in the Lease), the appropriation of funds in connection therev~ith for the current fiscal year, or the abili of the Lessee to perform its obligations under the Lease and the transactions contemplated thereby. [SEAL] (Name of Secretary) DVF-FS-SLG-06.2004 9800813001 Signature