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HomeMy WebLinkAboutC12-040 Wellls Fargo Equipment Lease AgreementEquipment Lease Agrec • •- • Customer's Full Legal Name: Eagle Count Address: 500 Broadway City/State/Zip Code: Eagle, CO 82631 Telephone Number: Federal Tax ID #: County: 970-328-8707 Agreement No.: b't�1:IJ�laNl�`I1•]:1t7/1\It•l�fi Supplier Name: DocuTek Address: 907 Chi eta Avenue City/State/Zip Code: Grand Junction, CO 81501 • • ' • ❑ See Attached Equips Equipment Location (if different than address shown above): Clerk & Recorder- Courthouse Quantity Equipment Make, Model & Serial Number (Required) Quantity Equipment Make, Model & Serial Number (Required) 1 ST VIEWSCAN STVSI 1 DESK TOP FIREWIRE CARD 1 STUC6 E ROLLFILM/CARRIER 1 FIREWIRE CABLE • • - • Initial Term: 36 months Lease Payment: $346.00 Check here ❑ if Lease Payment includes sales/use tax. Payment Period is "Monthly" unless otherwise noted here: Advance Payment: $ applied to: ❑ list Payment ❑ Last Payment ❑ 1st and Last Payments Security Deposit: $ Documentation / Processing Fee: $75.00 End of Term Purchase Option (shall be Fair Market Value unless another option is checked): ❑ Fair Market Value $1.00 ❑ None ❑ Other: In this agreement (as amended from time to time, the "Lease"), "You" and "Your' mean the customer named above. "We," "Us" and "Our" mean the lessor, Wells Fargo Financial Leasing, Inc. "Supplier" means the equipment supplier named above. This Lease represents the complete and exclusive agreement between You and Us regarding the subject matter herein and supersedes any other oral or written agreements between You and Us. This Lease can be changed only by a written agreement between You and Us. Other agreements not stated herein (including, without limitation, those contained in any purchase agreement between You and the Supplier) are not binding on Us. 1. LEASE OF EQUIPMENT. You agree to lease from Us the personal property listed above (together with all existing and future accessories, attachments, replacements and embedded software, the "Equipment") upon the terms stated herein. You promise to pay to Us all Lease Payments in accordance with the payment schedule set forth above, plus all other amounts stated herein. This Lease is binding on You as of the date You sign it. You agree that after You sign, We may insert or correct any information missing on this Agreement, including Your proper legal name, serial numbers and any other information describing the Equipment, and change the payment amount by up to 15% due to a change in the Equipment or its cost or a tax or payment miscalculation. 2. LEASE TERM: AUTOMATIC RENEWAL. This Lease is effective on the date that it is accepted by Us, and the term will begin on that date or any later date that We designate (the "Commencement Date") and will continue for the number of months shown above (the "Initial Term"). As used herein, "Present Term" means the term presently in effect at any time, whether it is the Initial Term or a Renewal Term (defined below). Unless You have a $1.00 End of Term Purchase Option, You shall notify Us in writing at least 60 days but not more than 120 days before the end of a Present Term (the "Notice Period") that You intend to purchase or return all of the Equipment at the end of such Present Term or: (a) this Lease will automatically renew for an additional one-year period (each, a "Renewal Term"), and (b) the payment terms and other terms of this Lease will continue to apply. If You do notify Us in writing within the Notice Period that You intend to purchase or return all of the Equipment at the end of a Present Term, then You shall (i) purchase the Equipment by paying the purchase option amount (and all other amounts due hereunder) within 10 days after the end of the Present Term, or (ii) return the Equipment pursuant to Section 12 promptly following the end of the Present Term. For any "Fair Market Value" End of Term Purchase Option, then the fair market value shall be determined by Us in Our sole but commercially reasonable judgment. This Lease is non -cancelable for the full Initial Term and for any and all Renewal Terms. 3. UNCONDITIONAL OBLIGATION. You agree that: (i) We are a separate and independent company from the Supplier, manufacturer and any other vendor (collectively, "Vendors"), and the Vendors are NOT Our agents; (ii) No statement, representation or warranty by any Vendor is binding on Us, and no Vendor has authority to waive or alter any term of this Lease; (iii) You, not We, selected the Equipment and the Vendors based on Your own judgment; (iv) Your duty to perform Your obligations hereunder is absolute and unconditional despite any equipment failure, the existence of any law restricting the use of the Equipment, or any other adverse condition; (v) If You are a party to any maintenance, supplies or other contract with any Vendor, We are NOT a party thereto, such contract is NOT part of this Lease (even though We may, as a convenience to You and a Vendor, bill and collect monies owed by You to such Vendor), and no breach by any Vendor will excuse You from performing Your obligations to Us hereunder; and (vi) If the Equipment is unsatisfactory or if any Vendor fails to provide any service or fulfill any other obligation to You, You shall not make any claim against Us and shall continue to make all payments and fully perform under this Lease. 4. LEASE PAYMENTS. Lease Payments, plus applicable taxes and other charges provided for herein, are payable by the due date set forth on Our invoice to You. Restrictive endorsements on checks will not be binding on Us. All payments received will be applied to past due amounts and to the current amount due in such order as We determine. Any security deposit or estimated future Governmental Charge (defined in Section 10) that You pay is non-interest bearing, may be commingled with Our funds, may be applied by Us at any time to cure any default by You, and the unused portion will be returned to You within 90 days after the end of this Lease. If We do not receive a payment in full on or before its due date, You shall pay (i) a fee equal to the greater of 10% of the amount that is late or $29.00, plus (ii) interest on the part of the payment that is late in the amount of 1.5% per month ("Time -Value Interest") from the due date to the date paid. If any check is dishonored, You shall pay Us a fee of $20.00. If the Lease Payments include amounts owed to a Vendor pursuant to a separate contract, You acknowledge that We may increase the portion of Your Lease Payment attributable to such maintenance charges by up to 10% annually. If a Vendor has agreed to ship supplies to You pursuant to a separate contract, You acknowledge that We may (on behalf of such Vendor) bill You for any supply freight fee that such Vendor charges for shipping supplies to You. 5.INDEMNIFICATION. You shall indemnify and defend Us against, and hold Us harmless for, any and all claims, actions, damages, liabilities, losses and costs (including but not limited to reasonable attorneys fees') made against Us, or suffered or incurred by Us, arising directly or indirectly out of, or otherwise relating to, the delivery, installation, possession, ownership, use, loss of use, defect in or malfunction of the Equipment. This obligation shall survive the termination of this Lease. 6.NO WARRANTIES. WE ARE LEASING THE EQUIPMENT TO YOU "AS IS". WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The parties hereto agree that the transaction documented in this Lease is a "finance lease" under Article 2A of the Uniform Commercial Code (the "UCC"). You hereby waive any and all rights and remedies conferred upon You by Article 2A of the UCC. If this Lease is deemed to be a secured transaction, You hereby grant to Us a security interest in the Equipment and all proceeds thereof. You authorize Us to record (and amend, if appropriate) a UCC financing statement to protect Our interests. You may be entitled under Article 2A of the UCC to the promises and warranties (if any) provided to Us by the Supplier(s) in connection with or as part of the contract (if any) by which We acquire the Equipment. You acknowledge that You are aware of the name of the Supplier of each item of Equipment and You may contact the Supplier(s) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of remedies. Customer: Eaale County #399825 v3 Wells Fargo Financial Leasing, Inc., Des Moines, Iowa By: X F Date: / / `7 / i- Title: *�tPrint- nerve: F � � Page 1 of 3 1200AR - OA - Rev. 11-10 C1),-0140 Equipment Lease AgreE Agreement No.: Supplier Name: E)=Tek Address: 907 Chteta Avenue GtylSUkdZip Code: Grand Junction, CO 81501 • • - • O See Attached Equipe Fgpment Location (t different than address shown above): Clerk S Recorder- Courthouse Quantity Equipment Make, Model & Serial Number (Required) Quartuty Equipment Make, Model & Serial Number (Requirao 1 ST VIEWSCAN STVSI 1 DESK TOP FiREWIRE CARD 1 STUC6 E ROLIFILM/CARRIER 1 FIREWIRE CABLE • - • Initial Term: 36 months Lease Payment: $346.00 Chw* here 0 if Lease Payment uxhides salesluse lax_ Payment Period is -Monthly unless otherwise noted here: _ Advance Payment $ applied to : El 1st Payment 0 Last Payment O 1st and Last Payments Security Deposit: $ Documentation I Processi Fee: $75.00 Fwd of Term Purchase Option (spas to Fair market Varve vans ernes opow is dhedhed - 0 Fair Market Value R31.00 0 None 0 Other. In this agreement (as arra ded Tram time to time. the lease'), -You• and -Your mean the customer named above. -We; 'IW and -Our mean the lessor. Welts Fargo Ftnancctal Leasing, Inc- SuppleP means One equipment supplier named above. This Lease represents the complete and exclusive agreement between You and Us regarding the snb)ec matter herein and supersedes any other oral or written agreements between You and Us. This Lease can be charged only by a written agreement between You and Us. Other agreements not stated herein (including, without 11mitation, those contained in any pum haso agreement between You and the Supplier) are not bbKft on Us. 1. LEASE OF EQUIPMENT. You agree to lease from Us the personal property listed above (together with at existing and future accessories, attachments, replacements and embedded soft -are, the-Equipmenn upon the tarts stated herein. You promise to pay to Us all Lease Payments in accordance with the payment schedule le set Iodh above, pis all other amounts stated herein This Lease Is thinning on You as of the data You sign it. You agree that after You sign. We may insert or correct any b*rmah m missing an this Agreement, including Your proper legal name, serial numbers and any ollier Information desalting the Equipment. and change the payment amount by up to 15% due to a change in the Equipment or its cost or a tax or payment miscalculation. 2. LEASE TERM" JIUTOMATIC RENEWAL. This Lease Is effective on the data that It Is accepted by tis, and the term will begin on that date or any later date that We designate (tine 'Commencement Data') and will continue for the number of months shown above (the 'InWal Term'). As used herein, 'Present Term' means the term presently In effect at any time, whether it is the Initial Tenn or a Renewal Term (defined below} Unless You have a $1.00 End of Term Purchase Option, You shall notify Us In writing at least 60 days but not more than 120 days before the and of a Present Term (the "Notice Period") that You Intend to purchase or return all of the Equipment at the and of such Present Term or. (a) this Lease will automatically renew for an additional one-year period (each, a 'Renewal Ten»^), and (b) the payment terms and other terms of Viis Lease will continue to apply. N You do rotily Us in w4gi ng within the Notice Period that You intend to purchase or return all of the Equipment at the and of a Present Term, then You shall (i) purchase the Equipment by paying the purchase option amount (and all other amounts due hereunder) within 10 days after the end of the Present Term, or (ii) relum the Equipment pursuant to Section 12 promptly following the end of the Present Term. For any 'Fair Mo" Value- End of Thum Purchase Option, then the fab market value Shap be determined by Us in Our sole but commercially reasonable Ind9menL This Lease is noncancalable for the full Initial Term and for any and at Renewal Terms. 3. UNCONDITIONAL OBLIGATION. You agree that C) We are a separate and Independent company from the Supplier, manufachnur and arty otter vendor (collectively. "Vendors). and the Vendors are NOT Our agents. C7 No sfatemant. representation or warranty by any Vendor Is binding an Us, and no Vendor has authority to waive or atter any term of this Lease: C7 You. not We. selected the Equipment end the Vados based an Your own Judgment; Qv) You duty to perform Your obligations hereunder Is absolute and unconditional despite any equipment fallure. Ute existence of any law restricting the use of the Equipment, or any other adverse condition; (v) if You are a party to any maYdenaroa, supplies or other contrad with any Vendor. We are NOT a party therete, such contrail is NOT part of this Lease (even though We may, as a corms to You and a Vendor, bill and collect monies owed by You to such Vendor), and no breach by any VendorrvID excuse You from peAamlrg Your obligations to Us hereuader,'and (n) if the Equipment is unsatisfactory or U any Vendor fails to provide any service or hM any other obligation to You. You shah not make any claim against Us and strap continue to make all payments and fully perform under this Lease. 4. LEASE E MENrs_ Lease Payments, plus applicable taxes and other charges provided for horeK are payable by the due date set forth on Our invoice to You. Restrictive endorsements on checks will not bei binding at Us. An payments received will be applied to past due amounts and to the currant amount due in such order as We determine. Any security deposes or estimaled future Governmental Charge (defined In Section 10) flat You pay Is non-trdwest bearing, may be c omrningled with Our hinds, may be applied by Us at any time to cum any default by You, and the unused potion VA be returned to You within 90 days after the end of this Lease. If We do not receive a payment in full on or before its due date, You shat pay (t) a tee equal to the greater of 10% of the amount that Is late or $29.00, pis (a) interest on the part of the payment that Is late to the amount of 1.5% per month (Torre -Value Interasn nom the duo date to the date paid. 11 any check Is dishonored, You shall pay Us a fee of $20.00. If the Lease Payments Include amounts owed to a Vendor pursuant to a separate contract. You adaaw kxlge that We may Increase the porton of Your Lease Payment attributable to such maintenance charges by up to 1 D% annually. If a Vendor has agreed to ship supplies to You puraua l to a separate contract. You acknowledge that We may (on behalf of such Vendor) bull You for any supply freight tee that such Vendor charges for shipping supplies to You. S.J(j12 . You shall tndem nify and defend Us against, and hold Us harmless for, any and all daims, actions, damages, tabilities, iossss and costs (including but not limited to reasonable allomeys (seal made against Us. or suffered or Incurred by Us. arising directly or indne tIV out of. or otherwise reiatir g to, the delivery, Istatlabon, possession, ownershh % use. loss of use, defect in or malfunction of the Equipment This obligation shall stuvhro the termination of this i_ee". 6,N0 WARIJANTIES- WE ARE LEASING THE EQUIPMENT TO YOU -AS IS". WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMpUIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING WRHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILrrY AND FITNESS FOR A PARTICULAR PURPOSE. The parties hereto agree that One transaction documented to this Lease Is a 'r hance lease' under Article 2A of the Uniform Commercial Code (the 'UCC"). You hereby waive any and all rights and remedies conferred upon You by Article 2A of the UCC. If this Lease Is deemed to be a secured traasaaioo. You hereby grant to lis a security interest in the Equipment and all proceeds thereof. You asthorhm Us to record (and amend, It appropriate) a UCC financing statement to prolad Our Interests. You may be entitled under Article 2A of the UCC to the promises and warranties (d aryl provided W Us by titre Supplier(s) In connection with or as part of the contract Cf any) by which We acquire the Equipment You admowledge that You are aware of the name of the Supplier of each Hem of Equipowwrt and You may contact the Supplier(s) for an accurate and complete statement of those promises and wrarranties CO any). including any dlsdabners and limitations of them or of remedies. Customer_ 4399M V3 Dater Tine:.- 7TH QOL Pape 1 of 3 Wells Fargo Finandal Leasing. Inc., Des Moines, lava BY X L - Pried name r ✓^ d 'J L3 y r /� / r a Q�Zgogn on+- nay.tt-tit l �� %il/417a8-- BY SIGNING ABOVE, CUSTOMER ACKNOVe SES RECEIPT OF PAGE 2 OF I Date: 4 THIS LEASE AND AGREES TO THE TERMS ON BOTH PAGES 1 & 2 #399825 v3 Page 2 of 3 1200AR - OA - Rev. 11-10 DGES I SIGNING LEASEAND AGREES THE TERMSON BOTH PAGES RECEIPT & 2AGE 2 OF THISO I Date: / 11 3 1'Y 9399325 v Paps 2 d 3 12MAR - OA - Rsv_ 11-10 _ o /o77 88 --- / 7. DELIVERY, LOCATION: OWNERSHIP .. MAINTENANCE OF EQUIPMENT. We are not respon or delivery or installation of the Equipment. You are responsible for Equipment maintenance. You shall not remove the Equipment from the Equipment Location unless Yuu first get Our permission. You shall give Us reasonable access to the Equipment Location so that We may inspect the Equipment, whether performed prior to or after the Commencement Date, and You agree to pay Our costs in connection therewith. We will own and have title to the Equipment (excluding any software) during the Lease. If the Equipment includes any software, You agree that (i) We don't own the software, (ii) You are responsible for entering into any necessary software license agreements with the owners or licensors of such software, (iii) You shall comply with the terms of all such agreements, if any, and (iv) any default by You under any such agreements shall also constitute a default by You under this Lease. You agree that the Equipment is and shall remain personal property. Without Our prior written consent, You shall not permit it to become (i) attached to real property or (ii) subject to liens or encumbrances of any kind. You represent that the Equipment will be used solely for commercial purposes and not for personal, family or household purposes. You shall use the Equipment in accordance with all laws, operation manuals, service contracts (if any) and insurance requirements, and shall not make any permanent alterations. At Your own cost, You shall keep the Equipment in good working order and warrantable condition, ordinary wear and tear excepted ("Good Condition"). 8. LOSS: DAMAGE: INSURANCE. You shall, at all times during this Lease, (i) bear the risk of loss and damage to the Equipment and shall continue performing all Your obligations to Us even if it becomes damaged or suffers a loss, (ii) keep the Equipment insured against all risks of damage and loss ("Property Insurance") in an amount equal to its replacement cost, with Us named as sole "loss payee," and (iii) carry public liability insurance covering bodily injury and property damage ("Liability Insurance") in an amount acceptable to Us, with Us named as "additional insured." You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Property and Liability Insurance ("Insurance Proof'), within 30 days of the Commencement Date. Such Insurance Proof must provide for at least 30 days prior written notice to Us before it may be cancelled or terminated and must contain other terms satisfactory to Us. If you do not provide Us with Insurance Proof within 30 days of the Commencement Date, or if such insurance terminates for any reason, then (a) You agree that We have the right, but not the obligation, to obtain such Property Insurance and/or Liability Insurance in such forms and amounts from an insurer of Our choosing in order to protect Our interests ("Other Insurance"), and (b) You agree that We may charge you a periodic charge for such Other Insurance. This periodic charge will include reimbursement for premiums advanced by Us to purchase Other Insurance, billing and tracking fees, charges for Our processing and related fees associated with the Other Insurance, and a finance charge of up to 18% per annum (or the maximum rate allowed by law, if less) on any advances We make for premiums, (collectively, the "Insurance Charge"). We and/or one or more of our affiliates and/or agents may receive a portion of the Insurance Charge, which may include a profit. We are not obligated to obtain, and may cancel, Other Insurance at any time without notice to You. Any Other Insurance need not name You as an insured or protect Your interests. The Insurance Charge may be higher than if You obtained Property and Liability Insurance on Your own. 9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, "Transfer") this Lease, or Transfer or sublease any Equipment, in whole or in part, without Our prior written consent. We may, without notice to You, Transfer Our interests in the Equipment and/or this Lease, in whole or in part, to a third party (a "New Owner"), in which case the New Owner will, to the extent of such Transfer, have all of Our rights and benefits but will not have to perform Our obligations (if any). Any Transfer by Us will not relieve Us of Our obligations hereunder. You agree not to assert against the New Owner any claim, defense or offset You may have against Us. 10. TAXES AND OTHER FEES. You are responsible for all taxes (including, without limitation, sales, use and personal property taxes, excluding only taxes based on Our income), levies, assessments, license and registration fees and other governmental charges relating to this Lease or the Equipment (collectively "Governmental Charges"). You agree to promptly pay Us, on demand, estimated future Governmental Charges. You authorize Us to pay any Governmental Charges as they become due, and You agree to reimburse Us promptly upon demand for the full amount (less any estimated amounts previously paid by You). You hereby appoint Us as Your attorney-in-fact to sign Your name to any document for the purpose of filing tax returns. You agree to pay Us a fee for preparing and filing personal property tax returns. You also agree to pay Us upon demand (i) for all costs of filing, amending and releasing UCC financing statements, and (ii) a documentation/processing fee as set forth on Page 1 (or as otherwise agreed to) to cover Our investigation, documentation and other administrative costs in originating this Lease. You also agree to pay Us a fee, in accordance with Our current fee schedule, which may change from time to time, for additional services We may provide to You at Your request during this Lease. You agree that the fees set forth in this Lease may include a profit. 11. DEFAULT. You will be in default hereunder if: (1) You fail to pay any amount due hereunder within 15 days of the due date•, (2) You otherwise breach or attempt to breach any other term, representation or covenant herein or in any other agreement between You and Us; (3) any of Your affiliates breaches any agreement between such affiliate(s) and Us; and/or (4) You and/or any guarantors or sureties of Your obligations hereunder (i) die, (ii) go out of business, (iii) commence, dissolution proceedings, (iv) merge or consolidate into another entity, (v) sell all or substantially all of Your or their assets, or there is a change of control with respect to Your or their ownership, (vi) become insolvent, admit Your or their inability to pay Your or their debts, (vii) make an assignment for the benefit of Your or their creditors (or enter into a similar arrangement), (viii) file, or there is filed against You or them, a bankruptcy, reorganization or similar proceeding or a proceeding for the appointment of a receiver, trustee or liquidator, or (ix) suffer a material adverse change in Your or their financial condition and, as a result thereof, or for any other reason, We deem Ourselves insecure. If You default, You hereby acknowledge that We will suffer harm that will be impossible or very difficult to quantify with certainty. You and We therefore stipulate and agree that, if You default, We may exercise any or all of the following remedies, in Our sole discretion, which remedies You -hereby agree are reasonable in light of the anticipated harm to Us and are not intended to be a penalty: (A) cancel this Lease, (B) require You to return the Equipment pursuant to Section 12 below, (C) take possession of and/or render the Equipment (including any software) unusable (and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without prior notice or other process of law), and sell, lease or otherwise dispose of the Equipment on such terms and in such manner as We may in Our sole discretion determine, and/or (D) require You to pay to Us, on demand, an amount equal to the sum of (i) all Lease Payments and other amounts then due and past due, (ii) all remaining Lease Payments for the remainder of the Term discounted at a rate of 6% per annum, (iii) the residual value of the Equipment estimated by Us at the inception of this Lease (as shown in Our books and records), discounted at a rate of 6% per annum, (iv) Time -Value Interest on the amounts specified in clauses "i", "ii" and "iii" above from the date of demand to the date paid, and (v) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub -clauses "i" through "v" referred to below as the "Balance Due"). You also agree to reimburse Us on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attorneys' fees and other legal costs) and reasonable expenses of repossessing, holding, preparing for disposition, and disposition ("Remarketing") of the Equipment, plus Time -Value Interest on the foregoing amounts from the date of demand to the date paid. In the event We are successful in Remarketing the Equipment, We shall give You a credit against the Balance Due in an amount equal to the present value of the proceeds received and to be received from Remarketing minus the above-mentioned costs (the "Net Proceeds"). If the Net Proceeds are less than the Balance Due, You shall be liable for such deficiency. Any delay or failure to enforce Our rights under this Lease shall not constitute a waiver thereof. We shall not be liable for any losses, directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary information residing on or within any Equipment returned to Us or repossessed by Us. The remedies set forth herein are cumulative, are in addition to any other remedies provided for by applicable law, and may be exercised concurrently or separately. 12. RETURN OF EQUIPMENT. If You are required to return the Equipment under this Lease, You shall, at Your expense, promptly upon demand, send the Equipment to any location(s) that We may designate and pay Us a handling/restocking fee of $250.00. The Equipment must be properly packed for shipment, freight prepaid and fully insured, and must be received in Good Condition (defined in Section 7 above). If the Equipment is not received within 15 days of the date of demand, You agree to continue paying Lease Payments and all other amounts due hereunder until the Equipment is received by Us. 13. APPLICABLE LAW: VENUE: JURISDICTION: SEVERABILITY. This Lease shall be deemed fully executed and performed in the State of Iowa and shall be governed and construed in accordance with the laws thereof. You consent to and agree to the exclusive jurisdiction and venue of federal and state courts located in the State of Iowa. YOU AND WE HEREBY WAIVE YOUR AND OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION. If any amount charged or collected under this Lease is greater than the amount allowed by law (an "Excess Amount"), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) any Excess Amount collected will be refunded to You or applied to any other amount then due hereunder. Each provision hereof shall be interpreted to the maximum extent possible to be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be ineffective only to the extent of such unenforceability without invalidating the remainder hereof. 14. INTERIM RENT. As you will have possession of the Equipment from the date of its delivery to You, You agree to pay Us an interim rent charge as reasonably calculated by Us for the period from the date the Equipment is delivered to You until the Commencement Date. The payment for this interim period will be based on the Lease Payment prorated on a 30 -day calendar month and will be added to Your first invoice. 15. DOLLAR PURCHASE: CASH PRICE: TIME PRICE. This Section only applies if You have a$ 1.00 End of Term Purchase Option. At the end of the Initial Term, You shall purchase the Equipment for one dollar ($1.00); provided, however, We shall not be required to transfer Our interest in the Equipment to You until You have paid to Us all other amounts then owing hereunder, if any. You agree that prior to entering into this Lease, You could have purchased the Equipment from the Supplier for a specific cash amount, but instead You hereby choose and agree to pay a higher amount (the "Time Price") to Us in installments over the Initial Term. The Time Price equals the Lease Payment amount shown above multiplied by the total number of Lease Payments to be paid over the Initial Term, plus $1.00. You agree that the Time Price represents only a higher purchase price and does not include an interest component or finance charge. However, if the Time Price should be determined or adjudicated to include an interest component or finance charge, then you agree that (i) each Lease Payment shall be deemed to include an amount of pre -computed interest, (ii) the total pre -computed interest scheduled to be paid over the Initial Term is to be calculated by subtracting the amount We pay the Supplier ("Our Investment') from the Time Price, (iii) the annual interest rate deemed applicable to this transaction is the rate that will amortize Our Investment down to $1.00 by applying all periodic Lease Payments as payments (and this rate calculation method assumes that each periodic Lease Payment is received by Us on the due date), and (iv) none of the other fees or costs We may charge You pursuant to this Lease (including but not limited to UCC filing fees, late fees, documentation or processing fees) shall be considered interest or a finance charge. 16. MISCELLANEOUS. You shall furnish Us with current financial statements upon Our request. This Lease maybe executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same document. You acknowledge that You have received a copy of this Lease and agree that a facsimile or other copy containing Your faxed or copied signatur b reated as an original and will be admissible as evidence of this Lease. You waive notice of receipt of a copy of this Lease with Our original signature. You hereby r es that this Lease is legally binding and enforceable against You in accordance with its terms. Customer's Initials: #399825 v3 Page 3 of 3 1200AR - OA - Rev. 11-10 Non -Appropriation Pkddendum (for State or Local Governmental Lease or Loan) Lessee/Renter/Customer: Eagle County Title of lease, rental or other agreement: dated Lessor or Lease, rental or contract #: This Non -Appropriation Addendum (this "AWendum") is made by and between the above -referenced lessee, renter or other customer ("Customer") and the above -referenced lessor or lender ("Creditor"). Introduction: Customer and Creditor are simultaneously herewith entering into the above -referenced lease, rental, loan or other credit agreement (the "Agreement"); and Customer and Creditor wish to modify and/or supplement the terms of the Agreement, as more particularly set forth herein below. This Addendum shall be effective as of the same date as the Agreement (the "Effective Date"). 1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provision of this Addendum shall control. In entering into this Addendum, it is the intent of Customer and Creditor to conform the terms and conditions of the Agreement to the requirements of all applicable federal, state and local laws, rules and regulations relating to governmental entities and public finance. If any term or condition of this Addendum is unenforceable or unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Agreement. 2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement. As used in this Addendum, the following terms shall have the following -described meanings: "Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods" or "Property" (or a similar term) as defined and used in the Agreement. 3. Non -Appropriation of Funds. Customer hereby represents, warrants and covenants to Creditor that: (a) Customer intends, subject only to the provisions of this Section 3, to remit to Creditor all sums due and to become due under the Agreement for the full multi-year term thereof; (b) Customer's governing body has appropriated sufficient funds to pay all amounts due to Creditor during Customer's current fiscal period; (c) Customer reasonably believes that legally available funds in an amount sufficient to make all such payments for the full multi-year term can be obtained; and (d) Customer intends to do all things lawfully within its power to obtain and maintain funds from which all such payments to become due during the full multi-year term of the Agreement, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of Customer's governing body. In the event Customer's governing body fails to appropriate sufficient funds to make all payments and pay other amounts due and to become due during Customer's next fiscal period, Customer may, subject to the terms hereof, terminate the Agreement as of the last day of the fiscal period for which appropriations were received (an "Event of Non -appropriation"). Customer agrees to deliver notice of an Event of Non -appropriation to Creditor at least 30 days prior to the end of Customer's then -current fiscal period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation and to return the Goods pursuant to the return requirements stated in the Agreement on or before the effective date of termination. In the event the Agreement is terminated following an Event of Non -appropriation, Customer agrees (but only to the extent permitted by applicable law) that, for a period of one (1) year from the effective date of such termination, Customer shall not purchase, lease, rent or otherwise acquire any personal property performing functions similar to those performed by the Goods, for use at the site where the Goods are located, except as may be required for public health, safety or welfare purposes. Customer and Creditor understand and intend that Customer's obligation to make payments and pay other amounts due under the Agreement shall constitute a current expense and shall not in any way be construed to be a debt in' contravention of any applicable constitutional or statutory limitations or requirements concerning Customer's creation of indebtedness, nor shall anything contained herein constitute a pledge of Customer's general tax revenues, funds or monies. 4. Additional Representations. Warranties and Covenants of Customer. In addition to the other representations, warranties and covenants made by Customer as set forth in the Agreement, Customer hereby represents, warrants and covenants to Creditor that: (a) Customer has the power and authority under applicable law to enter into the Agreement and this Addendum and the transactions contemplated herein and therein and to perform all of its obligations hereunder and thereunder, (b) Customer has duly authorized the execution and delivery of the Agreement and this Addendum by appropriate official action of its governing body and has obtained such other authorizations, consents and/or approvals as are necessary to consummate the Agreement and this Addendum, (c) all legal and other requirements have been met, and procedures have occurred, to render the Agreement and this Addendum enforceable against Customer in accordance with their terms, and Customer has complied with such public bidding requirements as may be applicable to the Agreement and this Addendum and the transactions contemplated herein and therein, (d) upon Creditor's request, Customer will provide Creditor with a copy of Customer's current financial statements within 150 days after the end of each fiscal period, and (e) during the term of the Agreement, unless and until the Agreement is terminated in accordance with Section 3 above, Customer shall provide to Creditor, no later than 10 days prior to the end of each fiscal period, with current budgets or other proof of appropriation for the ensuing fiscal period, and such other financial information relating to Customer's ability to continue the Agreement, as Creditor may request. Customer hereby acknowledges that the representations, warranties and covenants made by Customer in this Addendum and those set forth in the Agreement are being materially relied upon by Creditor in entering into the Agreement and this Addendum. 5. Indemnification. To the extent Customer is or may be obligated to indemnify, defend or hold Creditor harmless under the terms of the Agreement, any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited solely to sums lawfully appropriated for such purpose in accordance with Section 3 above. 6. Remedies. To the extent Creditor's remedies for a Customer default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due during Customer's then current fiscal period. 7. Governina Law. Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shall be governed by, construed and enforced in accordance with the laws of the state in which Customer is located. 8. Miscellaneous. This Addendum, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same agreement. A facsimile or other copy of this Addendum with facsimile or copied signatures shall have the full force and effect of the original for all purposes, including the rules of evidence applicable to court proceedings. Customer: Eagle Count Creditor: Wells Fargo Financial Leasing By: X By: X Pri Print: itIe: Title: 58514 v10 Non Appropriation Addendum (fonStateo,Local Governmental Lease orLoan) Lessee/Renter/Customer. Title of lease, rental or other agreement: Eagle County dated Lessor or Lender.-Ziewtek— Lease, rental or contract #: rn,K inn en.Yrrviatinn Addendum (this "A ondum") is made by and between the above -referenced lessee, renter or other customer. ("Customer') and the above{Bferenced lessor or lender ("Creditor") - Introduction: Customer and Creditor are simuitaneausly herewith entering into the above -referenced lease. rental, ban or other credit agreement (the "Agreement"); and Customer and Creditor wish to modify andlor supplement the terms of the Agreement, as more particularly set forth herein below. This Addendum shag be effective as of the some date as the Agreement (the "Effective Date'). 1. Incorporation and Effect This Addendum Is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein. the provisions of the Agreement shall remain in full force and affect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provision of this Addendum shall control. In entering into this Addendum, it is the intent of Customer and Creditor to conform the terms and conditions of the Agreement to the requirements of an applicable federal, state and local laws, rules and regulations relating to governmental enfities and public finance. If any term or condition of this Addendum is unenforceable or unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Agreement 2. Definitions. Capitalized terms herein that are not otherwise specifically defrrned herein shall have the same meanings as set forth in the Agreement As used in this Addendum. the following lents shall have the following -described meanings: or a similar term) as defined "Goods" shad have the same meaning as the term 'Equipment,' 'Leased Equ ipment,' 'Goode or'Pwpe,ty and used in the Agreement 3. Non-Pmprcvdation of Funds. Customer hereby represents. warrants and covenants to Creditor that: (a) Customer intends, subject only to the provisions of this Section 3. to remit to Creditor all sums due and to become due under the Agreement W the fun multi-year tern thereof; (b) Customers governing body has appropriated sufficient funds to pay all amounts due to Creditor during Customers current fiscal period; (c) Customer reasonably believes that legally available funds in an amount sufficient to make an such payments for the fug multi-year tern can be obtained; and (d) Customer intends to do all things lawfully within its power to obtain and maintain funds from which all such payments to become due during the full multi-year term of the Agreement, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of Customer's governing body. In the event Custorsers governing body hails to appropriate sutfiderd funds to make all payments and pay other amounts due and to become due during Customer's next Sural period, Customer may, subject to the terms hereof, terminate the Agreement as of the last day of the fiscal period for which appropriations were received (an "Event of Non-approprlatlon"� Customer agrees to deliver notice of an Evert of Non -appropriation to Creditor at least 30 days prior to tine end of Customer's then -current fiscal period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation and to return the Goods pursuant to the return requirements stated in the Agreement on or before the effective date of termination. In the event the Agreement is terminated following an Event of Non appropriation, Customer agrees (but only to the extent pemdtted by applicable law) that, for a period of one (1) year from the effective date of such termination, Customer shag not purchase, lease, rent or otherwise acquire any personal property performing functions similar to those performed by the Goods, for use at the site where the Goods are located, except as may be required for public health. safety or welfare purposes. Customer and Creditor understand and intend that Customers obligation to make payments and pay other amounts due under the Agreement shag constitute a current expense and shall not in any way be construed to be a debit in - contravention of any applicable constibAkinal or statutory farniiations or requirements concerting Cuslornees creation of indebtedness, nor shall anything contained herein constitute a pledge of Customers general tax revenues, funds or monies. q, additional fteoresentation" warranties and Covenants of Customer. In addition to the other representations, warranties and covenants made by Customer as set forth in the Agreement. Customer hereby represents, warrants and covenants to Creditor that (a) Customer has the power and authority under applicable law to enter Into the Agreement and this Addendum and the transactions contemplated herein and therein and to perform all of its obligations hereunder and thereunder, (b) Customer has duty authorized the execution and delivery of the Agreement and this Addendum by appropriate official action of its governing body and has obtained such other authorizations. consents andlor approvals as are necessary to consummate the Agreement and this Addendum, (c) an legal and other requirements have been mat, and procedures have occurred, to render the Agreement and this Addendum enforceable against Customer in accordance with their terms, and Customer has complied with such public bidding requirements as may be. applicable to the Agreement and this Addendum and the transactions contemplated herein and therein, (d) upon Cred'itor's request, Customer will provide Creditor with a copy of Customers current financial statements within 150 days after the end of each fiscal period, and (e) during the term of the Agreement, unless and until the Agreement is terminated in accordance with Section 3 above, Customer shall provide to Creditor, no later than 10 days prior to the end of each fiscal period. with current budgets or other proof of appropriation for the ensuing fiscal period. and such other financial information relating to Customers ability to continue the Agreement, as Creditor may request Customer hereby acknowledges that the representations, warranties and covenants made by Customer in this Addendum and those set forth In the Agreement are being materially relied upon by Creditor in entering into the Agreement and this Addendum. 5. Indem ification. To the extent Customer is or may be obligated to indemnify, defend or told Creditor harmless under the tame of the Agreement, any such indemnification obligation shag arise only to the extent permitted by appricabte law and shalt be Limited solely to sums lawfully appropriated for such purpose in accordance with Section 3 above. 6. Remedies. To the extent Creditors remedies for a Customer default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due during Customer's then current fiscal period. T. Govemina Law. Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shag be governed by. construed and enforced In accordance with the laws of the state in which Custorner is located. 8. Mirtcelianeous. This Addendum, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein. and shag supersede an prior oral or written negotiations, understandings and commitments. This Addendum may be executed in any number of carnlerparts, each of which strati be deemed to be an original, but all of which together shag be deemed to constitute one and the same agreement A facsimile or other copy of this Addendum with facsunile or copied signatures shag have the full force and effect of the original for all purposes. including the rules of evidence applicable to count proceedings. Customer: Eagle CountCreditor: W s Fargo Fingal Leasing W514 coo ADDENDUM TO EQUIPMENT LEASE AGREEMENT BETWEEN EAGLE COUNTY AND WELLS FARGO FINANCIAL LEASING, INC. This Addendum to Equipment Lease Agreement ("Addendum") is made by and between Eagle County as the Lessee and Wells Fargo Financial Leasing, Inc. as the Lessor. The parties are simultaneously herewith entering into an Equipment Lease Agreement (the "Agreement") and wish to modify and/or supplement the terms of the Agreement as more particularly set forth herein below. This Addendum shall be effective as of the same date as the Agreement. 1. The last sentence of Paragraph 1, Lease of Equipment, shall be amended as follows: We may insert or correct any infel:fnation missing en this Agreement ili ludi < Your proper legal name, serial number and any other information describing the Equipment, and ehange the t ametint b p to o ' due to a ehange Equipment er- its c8scor- -c—et miseale-ulation. F- -1-11 2. The first sentence of Paragraph 2 shall be amended as follows: This Lease is effective on the date that it is accepted by Us, and the term will begin on that date (the "Commencement Date") and will continue for the number of months shown above (the "Initial Term"). The second sentence of Paragraph 7 shall be amended as follows: You shall give Us reasonable access to the Equipment Location so that We may inspect the Equipment, whether performed prior to or after the Commencement date, • 4.. Paragraph 7 of the Non -Appropriation Addendum shall be amended by the addition of the following clause: The parties consent and agree to the exclusive jurisdiction and venue of the state courts located in the State of Colorado. 5. This Addendum shall be binding on the Parties hereto, their heirs, executors, successors and assigns. This Addendum is hereby made a part of and incorporated into the agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein, the provision of the Agreement shall remain in full force and effect provided that in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provisions of this Addendum shall control. In entering into this Addendum, it is the intent of the Parties to conform to the terms and conditions of the Agreement. If any term or condition of this Addendum is unenforceable or unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Agreement or Addendum. // signature page to follow // Dated this day of , 201_ COUNTY OF EAGLE, STATE OF COLORADO By and Through its County Manager By i " Keith Montag / WELLS FARGO FINANCIAL LEASING, INC. Signature Print Name Title Date