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Vision Statement
Westlake Academy inspires college bound students to achieve their highest individual potential
in a nurturing environment that fosters the traits found in the IB Learner Profile:
Inquirers, Knowledgeable, Thinkers, Communicators, Principled,
Open-Minded, Caring, Risk-takers, Balanced and Reflective
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Mission Statement
Westlake Academy is an IB World School whose mission is to provide students with an
internationally minded education of the highest quality so they are well-balanced and
respectful life-long learners.
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Reaular Session
1. CALL TO ORDER
2. PRESENTATION AND DISCUSSION REGARDING RESOLUTION 19-07,
AUTHORIZING THE SUPERINTENDENT TO ENTER INTO A LEASE AGREEMENT
WITH CSI LEASING, INC., FOR THE PURCHASE OF TECHNOLOGY FOR A ONE-
TO-ONE DEVICE INITIATIVE.
3. ADJOURNMENT
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION
AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS
551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT
CODE.
CERTIFICATION
I certify that the above notice was posted at the Town Hall of the Town of Westlake, 1500 Solana Blvd.,
Building 7, Suite 7100, Westlake, TX 76262, on May 15, 2019, by 5:00 p.m. under the Open Meetings
Act, Chapter 551 of the Texas Government Code.
Kelly Edwards, Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs, please advise
the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made
to assist you.
Page 2 of 2
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��}�'�F estlake Academy Board of Trustees �� �
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TYPE OF ACTION
Regular Meeting - Consent
Westlake Board Meeting
Monday, May 20, 2019
ToPiC: Consider Approval of a Resolution authorizing the Superintendent to enter
into a lease agreement with CSI Leasing, Inc.
STAFF CONTACT: Jason Power, Director of Information Technology
Strategic Alignment
Vision, Value, Mission Perspective Curriculum Outcome
Ob'ective
People,Facilities,& Improve Technology,
Academic Excellence Technology P�'P�MYP/DP Facilities&
Equipment
Strategic Initiative
Outside the Scope of Identified Strategic Tnitiatives
Time Line - Start Date: September 1, 2019 Completion Date: August 31, 2022
Funding Amount: $589,128.20 Status - Funded Source- General Fund
EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY)
The 1-to-1 technology device initiative began in the 2013-2014 school year in grades 4-6, with a
purchase of 170 Apple iPad mini tablets for students and faculty. In the 2014-2015 school year,
we procured an additional 640 Apple iPad mini tablets, network hardware, software, and
equipment management resources to extend the program to all students in Grades 1 through 12. In
2016, we replaced the Apple iPad mini tablets with 1020 Apple iPad Air 2 tablets and purchased
new laptops for Westlake Academy Staff.
In the Spring of 2019, Staff contacted Apple, Inc. to discuss options for replacing the iPad Air 2
tablets as well as Staff laptop computers, and was presented with a quote for the following:
Page 1 of 2
• 1050 Apple iPad(6th Generation) 32GB tablets - This will allow 1 device per student and
staff inember, and approximately 100 additional tablets for use as replacements or loaners
when needed.
• 1000 protective keyboard cases for iPad- All staff and students will be required to use
the provided case. Based on experiences over the past 5 years, this practice will greatly
reduce the amount of repair claims.
• 125 Apple MacBook Air laptops—These laptops will be used for all Academy staff,
allowing us to move the current staff laptops (100 MacBook Pro, early 2015 model) into
student carts and decommissioning 60 student laptops which are now 6 to 8 years old.
• 50 Apple TVs—we use Apple TVs in every classroom and meeting area to allow wireless
presentation from staff and student iPads.
• 3 years of JAMF device management software licensing for Apple iPads, Apple TVs, and
Apple MacBook Airs.
• Custom Deployment services—a designated third-party will inventory and asset tag all
devices before delivery.
The proposal also includes the Apple Trade-In Program, a program designed to allow schools to
trade-in Apple assets toward the payoff of a current lease. A quote has been provided by Diamond
Assets, an Apple Trade-In Program partner, for the trade-in of all Apple iPad Air 2 tablets used by
staff and K-G12 students, and recently decommissioned Apple laptop and desktop computers, at
an estimated $111,500 toward the $166,004.70 payoff amount of the current lease acquired in
2016. The remaining lease balance would be paid from the technology replacement fund balance.
Staff contacted CSI Leasing, Inc., for leasing options and deployment services, which include
adding asset tags with serial number barcodes to all devices. The proposed three-year lease is for
a total of$589.128.20. The lease with CSI will be quarterly payments of approximately$45,237,
or approximately $180,948 per year. The first of the quarterly lease payments would not be due
until after September 1, 2019.
RECOMMENDATION
Staff recommends that our financial resources be used for the lease program in support of the 1-
tol technology device initiative.
ATTACHMENTS
Resolution
Apple, Inc. Quote
Diamond Assets trade-in quote
CSI Leasing, Inc. lease documents
Form 2270
Page 2 of 2
WESTLAKE ACADEMY
RESOLUTION 19-07
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
AUTHORIZING THE SUPERINTENDENT TO ENTER INTO A LEASE AGREEMENT
WITH CSI LEASING,INC.,FOR THE PURCHASE OF TECHNOLOGY AT WESTLAKE
ACADEMY FOR A ONE-TO-ONE DEVICE INITIATIVE
WHEREAS, Westlake Academy staff has assessed current technology needs and
identified a three-year technology lease supportive of the one-to-one device initiative at Westlake
Academy for faculty and students in Grades K-12; and,
WHEREAS, this lease would allow the immediate procurement of needed technology
resources to support the educational initiatives at Westlake Academy; and,
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
SECTION 1: That, all matters stated in the recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Board of Trustees of Westlake Academy, hereby approves and
authorizes the Superintendent of Westlake Academy to enter inter a lease agreement with CSI
Leasing, Inc., attached as Exhibit "A':
SECTION 3: If any portion of this resolution shall, for any reason,be declared invalid by
any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof
and the Council hereby determines that it would have adopted this Resolution without the invalid
provision.
Resolurion WA 19-07
Page 1 of 2
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 20r" DAY OF MAY 2019.
ATTEST:
Laura Wheat, President
Kelly Edwards, Board Secretary
APPROVED AS TO FORM:
Janet S. Bubert or L. Stanton Lowry,
School Attorney
Resolurion WA 19-07
Page 2 of 2
Apple Inc. Education Price Quote
Customer: �ason Power Apple Inc: Gram Swindler
WESTLAKE ACADEMY 5505 W Parmer Lane
Phone: 8174905750 Bldg 7
email:Jpower@westlal<eacademy.org Austin,TX 78727-6524
Phone: +l-512-6748155
email: gswindler@apple.com
Apple Quote: 2205505133
Quote Date: Friday, May 10, 2019
Quote Valid Until: Friday,June 07, 2019
Quote Comments:
Please reference Apple Quote number on your Purchase Order.
Unit Discount Unit Extended
# Product Description QtY List Price per Unit Discounted Discounted
Price Price
1 13-inch MacBook Air- Space Gray 5 $1,729.00 $69.00 $1,660.00 $8,300.00
Part Number ZOVE
Configuration:
• 065-C65L 1.6GHz dual-core 8th-generation Intel
Core i5 processor,Turbo Boost up to 3.6GHz
• 065-C65P Intel UHD Graphics 617
• 065-C65T 16GB 2133MHz LPDDR3 memory
• 065-C664 512GB PCIe-based SSD
• 065-C673 Force Touch Trackpad
• 065-C674 Two Thunderbolt 3 Ports
• 065-C6N8 Touch ID
• 065-C7FH Retina Display
• 065-C66N Backlit Keyboard(US English)
2 AppleCare+ for MacBook/MacBook Air 5 $183.00 $0.00 $183.00 $915.00
Part Number 56125LL/A
3 13-inch MacBook Air: 1.6GHz dual-core Intel Core 120 51,329.00 �53.00 $1,276.00 �153,120.00
i5,256GB- Silver
Part Number MRFD2LL/A
Configuration:
• 065-C65L 1.6GHz dual-core 8th-generation Intel
Core i5 processor,Turbo Boost up to 3.6GHz
• 065-C65P Intel UHD Graphics 617
• 065-C65Q 8GB 2133MHz LPDDR3 memory
• 065-C663 256GB PCIe-based SSD
• 065-C673 Force Touch Trackpad
• 065-C674 Two Thunderbolt 3 Ports
• 065-C6N8 Touch ID
• 065-C7FH Retina Display
Res WA 19-07
• 065-C66T KEYBOARD,B�140
• 065-C74V Accessory Kit
4 AppleCare+ for MacBook/MacBook Air 120 $183.00 50.00 $183.00 521,960.00
Part Number 56125LL/A
5 Apple TV 4K 32GB 50 $179.00 $0.00 $179.00 $8,950.00
Part Number MQD22LL/A
6 Jamf Pro i05/tvOS(EDU)Subscription License (3 950 $18.00 $0.00 $18.00 $17,100.00
Year) (>lOK licenses)
Part Number HLX02LL/A
7 Jamf Pro macOS(EDU)Subscription License(3 Year) 290 �36.00 $0.00 $36.00 $10,440.00
(>lOK licenses)
Part Number HLX22LL/A
8 Jamf Pro iOS/tv05(EDU)Subscription License (3 40 $18.00 $0.00 $18.00 $720.00
Year) (>lOK licenses)
Part Number HLX02LL/A
9 JAMF CONNECT- CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40
Part Number HMY92LL/A
10 JAMF CONNECT- CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40
Part Number HMY92LL/A
11 JAMF CONNECT- CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40
Part Number HMY92LL/A
12 iPad Bundle:Space Gray(10-pack) - Offer requires 100 $3,500.00 $0.00 $3,500.00 �350,000.00
a minimum of ten 10-packs
Part Number BNZD2LL/A
iPad Wi-Fi 32GB-Space Gray
Part Number: MR8A2LL/A
Quantity: 1,000
Logitech Rugged Combo 2 for iPad(Sth and 6th
generation)- Blue
Part Number: HM6T2VC/A
Quantity: 1,000
13 iPad Wi-Fi 32GB - Space Gray(10-pack) 5 $2,940.00 $0.00 $2,940.00 $14,700.00
Part Number BN3U2LL/A
iPad Wi-Fi 32GB-Space Gray
Part Number: MR8A2LL/A
Quantity: 50
Extended EDU List Price Total $595,833.20
Total Discount $6,705.00
Extended Discounted Price Subtotal $589,128.20
Res WA 19-07
-Additional Tax $0.00
- Estimated Tax $0.00
Extended Discounted Total Price� $589,128.20
�In most cases Extended discounted Total price does
not include Sales Tax
"If applicable, eWaste/Recycling Fees are included.
Standard shipping is complimentary
Complete your order by one of the following:
• This document has been created for you as Apple Quote ID 2205505133. Please contact your institution's Authorized Purchaser to
submit the above quote online. For account access or new account registration, go to https://ecommerce.apple.com.Simply go to the
Quote area of your Apple Education Online Store, click on it and convert to an order.
o For registration assistance, call 1.800.800.2775
• If you are unable to submit your order online, please send a copy of this Quote with your Purchase Order via email to
institutionorders@apple.com. Be sure to reference the Apple Quote number on the PO to ensure expedited processing of your order.
o For more information, go to provision C below,for details.
THIS IS A QUOTE FOR THE SALE OF PRODUCTS OR SERVICES.YOUR USE OF THIS QUOTE IS SUBJECT TO THE FOLLOWING PROVISIONS WHICH CAN CHANGE
ON SUBSEQUENT QUOTES:
A. A.ANY ORDER THAT YOU PLACE IN RESPONSE TO THIS QUOTE WILL BE GOVERNED BY(1)ANY CONTRACT IN EFFECT BETWEEN APPLE INC.
("APPLE")AND YOU AT THE TIME YOU PLACE THE ORDER OR(2), IF YOU DO NOT HAVE A CONTRACT IN EFFECT WITH APPLE,CONTACT
contractsCalappl e.com.
B. B.ALL SALES ARE FINAL. PLEASE REVIEW RETURN POLICY BELOW IF YOU HAVE ANY QUESTIONS. IF YOD USE YOUR INSTITUTION'S PURCHASE
ORDER FORM TO PLACE AN ORDER IN RESPONSE TO THIS QUOTE,APPLE REJECTS ANY TERMS SET OUT ON THE PURCHASE ORDER THAT ARE
INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF YOUR AGREEMENT WITH APPLE.
C. C.YOUR ORDER MUST REFER SPECIFICALLY TO THIS QUOTE AND IS SUBJECT TO APPLE'S ACCEPTANCE.ALL FORMAL PURCHASE ORDERS
SUBMITTED BY EMAIL MUST SHOW THE INFORMATION BELOW:
o APPLE INC.AS THE VENDOR
o BILL-TO NAME AND ADDRESS FOR YOUR APPLE ACCOUNT
o PHYSICAL SHIP-TO NAME AND ADDRESS(NO PO BOXES)
o PURCHASE ORDER NUMBER
o VALID SIGNATURE OF AN AUTHORIZED PURCHASER
o APPLE PART NUMBER AND/OR DESCRIPTION OF PRODUCT AND QUANTITY
o TOTAL DOLLAR AMOUNT AUTHORIZED OR UNIT PRICE AND EXTENDED PRICE ON ALL LINE ITEMS
o CONTACT INFORMATION: NAME, PHONE NUMBER AND EMAIL
D. UNLESS THIS QUOTE SPECIFIES OTHERWISE, IT REMAINS IN EFFECT UNTIL{QuoteExpirationDate}UNLESS APPLE WITHDRAWS IT BEFORE YOU PLACE
AN ORDER, BY SENDING NOTICE OF ITS INTENTION TO WITHDRAW THE QUOTE TO YOUR ADDRESS SET OUT IN THE QUOTE.
o APPLE MAY MODIFY OR CANCEL ANY PROVISION OF THIS QUOTE,OR CANCEL ANY ORDER YOU PLACE PURSUANT TO THIS QUOTE, IF IT
CONTAINS A TYPOGRAPHIC OR OTHER ERROR.
E. THE AMOUNT OF THE VOLUME PURCHASE PROGRAM(VPP)CREDIT SHOWN ON THIS QUOTE WILL ALWAYS BE AT UNIT LIST PRICE VALUE DURING
REDEMPTION ON THE VPP STORE.
F. UNLESS SPECIFIED ABOVE,APPLE'S STANDARD SHIPPING IS INCLUDED IN THE TOTAL PRICE.
SEA# 1914027
Opportunity ID: 18000001813209
https://ecommerce.apple.com
Fax:
Terms&Use � Privacy Policy � Return Policy
Copyright �O 2016 Apple Inc.All rights reserved.
Document rev 10.6.1 Date of last revision -June 20th, 2016
Res WA 19-07
Res WA 19-07
2019
� �
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� � the most trusted trade-up partner
1850 Putman Parkway — Milton , WI 53563 — ( 877 ) 398 - 4266
Res WA 19-07
�- Quote Number: 7900
i ���A�a N� Quote Date: 2/1/2019
��' Quote Type: Educational Trade-In
Quote is valid through 6/28/2019
QUOt@
Diamond Assets Contact Information
1850 Putman Parkway Westlake Academy Charter School
Milton,Wisconsin 53563 Jason Power
2600 JT Ottinger
Westlake, TX 76262
Diamond Assets Contact
Mark Rand jpower@westlakeacademy.org
mark@diamond-assets.com (817) 490-5757
(469) 713-4070
Description Model Number Qty Value Total Value
iPad Air 2-64G6 MGKL2LL/A 1000 $107.00 $107,000.00
MacBook Air 11"-Mid 2011 MC968LL/A 60 $75.00 $4,500.00
iMac 21.5"-Mid 2011 MC309LL/A 28 $15.00 $420.00
iMac 21.5"-Late 2009 MC413LL/A 3 $0.00 $0.00
All Units above quoted for Grade A(Grading Scale Below) Total $111,920.00
Grade B 10%Deduction
Grade C 25%Deduction
Grade D 50%Deduction
Grade F 90% Deduction
Apple Engravings:$10.00 and Non-Apple Engravings:$30.00
Missing/Bad/Non-Original USB Power Adaptor:$5.00
Missing/Bad/Non-Original USB Sync Cable:$2.50
""'Onsite packaging and shipping are included at no cost.Pick up date is within 30 days of this offer.
Authorized Signature: Date:
`This quote is based on current market values and is based off all units being in good cosmetic and working condition with original accessories included.
If units are not in good condition or accessories are missing or nonfunctional standard deductions will apply.All information in this quote is confidential
and property of Diamond Assets LLC.
www.diamond-assets.com (877)398-4266 1850 Putman Parkway,Milton,Wisconsin 53563
Res WA 19-07
Welcome!
Your choice to work with Diamond Assets means you will be receiving the highest valued Apple device
trade-up service in the industry.
Our team is ready to assist you with device valuation, recovery services, device cleansing and audit, and
your payment.
TH E DIAMON D ADVANTAGE
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VALUE RECOVER AUDIT PAYMENT
You receive a Our Asset Devices are Payment options
valuation quote Recovery cleansed,wiped are discussed
based on your Specialists are and evaluated. on your
inventory or dispatched to Audit report reconciliation
project needs. pick up your generated. call.
devices at no
cost. Payment issued.
Res WA 19-07
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� = VALUE
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Diamond Assets provides an initial valuation of your Apple devices based on the inventory you provide.
Our record shows that our national average for payment is the highest in the industry due to our
comprehensive, extensive and exclusive experience with Apple devices. We will provide our best
services for you. When you are ready to continue the trade-up, a quote will be provided for your
approval and organizational signature.
� RECOVER
�
Working with Diamond Assets to recover value in your equipment couldn't be easier. Once the quote is
accepted, our Logistics Department contacts you immediately to go over important pickup processes
and details paving the way for hassle free service. You can then get to what matters most—deploying
and managing your new equipment.
No Cost On Site Services
Diamond Assets' Pickup Services are designed to provide you with a white glove, streamlined, hands-off
pickup experience. This work plan includes:
• Coordinating agreed upon site pickup
• Barcoding each device ensuring accurate inventory management. Our reporting and audit
templates provide the necessary breakdown of make, model, specs and serial number of the
devices you indicated were purchased.
• Individual packaging of each device
• Palletizing, shrink-wrapping and loading freight vehicles
• Providing documentation including verified device counts on the Pickup Work Request Form with
appropriate signatures
No Cost Streamlined Mail-In Services
Diamond Assets' Mail-in Services are designed for smaller trade-ins. This includes:
• Coordinating pickup at your location
• Pre-paid shipping labels
• Custom shipping boxes and all packing supplies are shipped to you
Specialty Services
Diamond Assets understands that organizations may inventory and be required to manage their
equipments' fiscal value in different ways. Visit with your Account Manager regarding how we customize
our services. For example, school districts that purchase assets with Federal Funds (Title or Special
Education) need to be tracked with monetary values at the start of the trade-up process. Should a school
district utilize a capital purchase of new devices combined with Title 1 or Special Education funding,
Diamond Assets will work with the school district on separating those specific serial numbers prior to
pickup, and providing separate reports for the capital assets and Title 1/Special Education assets.
Res WA 19-07
■ � �� AUDIT
On-Site Evaluation
Devices undergo a thorough inspection process where exact quantities, model numbers and
specifications are confirmed. This ensures value is precisely determined and applied to the devices you
are trading up. Lastly, devices are graded using a device-specific grading checklist.
Data Privacy & Security are Top Priorities
To ensure data security and integrity, the devices are first cleansed and wiped of any data and identifying
information including all user information. Diamond Assets adheres to NIST 800-88 standards and can
provide certification for each device processed, capture the erase log for each device and destroy all
data through electronic or physical destruction.
Asset Grading
Once your units arrive at our processing facility they go through a detailed inspection audit process
including some of the following specific inspection points.
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Asset Grading Checklist
Specific criteria is used in grading each device. This ensures consistent 'grading' of devices for each
customer. This grade is entered for each inventoried item and is reported along with why the device
received a certain grade.
��•. •��. ��. ��.
Unit is Like New Product is in Good Product is in Fair Product is in Poor Device is
Condition Working Working Working Functionally
Condition Condition Condition Defective or
Broken
• Unit does not • Minor Wear or • Moderate Wear or ; • Severe Wear or • Broken Screens,
contain noticeable ; Stress Markings Stress Markings Stress Markings Damaged LCD
blemishes,dents on Casing on Casing on Casing Panels,Trackpads, ;
or stress markings ; Hinges and Other �
• Light Surface • Moderate Surface ; • Severe Surface Broken Functional �
• Device does not Scratches On Scratches on Scratches on Components
contain display/ Casing Casing Casing (Logic Boards,
screen issues Hard drives,
• Minor Dent in • Dented Corners • Product Contains Missing keys).
Corner, but not Noticeable LCD
combined with • Dead Pixels Blemishes • USB Ports,
other major Including Multiple ; Thunderbolt and
defects • Scratches on Dead Pixels Charging Ports are ;
Screen Damaged or
• Single Dead Pixel ; • Multiple Severe Functionally
Dents Defective
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Res WA 19-07
Reconciliation Report (Final Report)
The Reconciliation Report contains all the information gathered through evaluation, inspection, and
grading. We will send you this summary report providing you with the the final grades of your units,
accessories, and the total monetary value.
Product Number:MXXXXLL/A-Total Model Quantity-5
Product Number:MXXXXLL/A-Grade A,Quantity-1
Lot Number Part Number Serial Number DeviceType Model Number Quoted Price Grade Graded Price
MXXXXLL/A i000001 iPad 0000 A $
Deduction Notes Light Scratches on Screen,Light Wear Marking(s)
Product Number:MXXXXLL/A-Grade B,Quantity-1
Lot Number Part Number Serial Number DeviceType Model Number Quoted Price Grade Graded Price
1C� MXYYXLL/A 0��00000002 iPac� MP10G $100.00 $90.00
D �d Corner
Product Number:MXXXXLL/A-Grade C,Quantity-1
Lot Number Part Number Serial Number DeviceType Model Number Quoted Price Grade Graded Price
Of C
Deduction Notes:2-3 Dead Pixels,Moderate Weai iviaiKiiiy�s�,iwultiple Dented Corneu
Product Number:MXXXXLL/A-Grade D,Quantity-1
Lot Number Part Number Serial Number DeviceType Model Number Quoted Price Grade Graded Price
1000 MXXXXLL/A 00000000004 iPad MP10000 100.00 D $50.00
Ded Notes:Streaking,Sev /Deep Scratches on Screen,3+Dead Pixels,HPavy Wear Mai1<in_
Product Number:MXXXXLL/A-Grade F,Quantity-1
Lot Number Part Number Serial Number DeviceType Model Number Quoted Price Grade Graded Price
1000 MX {XLL/A 00000000( 'ad 0000 �0 F $10.00
Deduction Notes Cracked Glass,Broken Home Button
r�
� PAYMENT
Final Payment Information
When the reconciliation report is sent to the site contact, our finance department will schedule a call for
final review, help address questions, and confirm payment details. Diamond Assets operates on NET 60
payment terms from date of product pick up.
Payment Options/Solutions
Every organization has specific needs when refreshing a digital learning fleet. Diamond Assets provides a
variety of options for receiving payment using our trade-up program. These include:
Pay your organization directly
• Pay the leasing company on your behalf
If you require something other than what is currently offered, please contact your Diamond Assets'
representative directly to discuss options.
Res WA 19-07
Diamond Assets Terms and Conditions
Organization Responsibilities
In order to best serve the organization, customers will provide to Diamond Assets:
• Primary project contact person
• Primary financial contact person
• Primary recovery(pick-up)contact person
• Detailed list of assets with model numbers,serial numbers, configuration specifications, and quantities of
equipment. If school district equipment is to be tracked for Federal Funding (e.g.Title or Special Education),
customer will indicate in the detailed list which assets are federally funded.
• Release of devices at the time of recovery(pickup)from Apple School Manager or the Device Enrollment Program
(DEP)
• Removal of Activation Lock on any devices
• Removal of Firmware for macOS
• Organization may utilize MDM to remove any iOS device passcodes or activation lock. They should also use their
MDM if applicable to produce a serial number audit for releasing devices from DEP.
• Site pickup locations that are easily accessible
• Disclosure of any logistical issues that may arise allowing Diamond Assets and organization to create an efficient
pick up. For instance warehouse loading docks, unique cleaning schedules, elevator availability, construction in
progress, etc.
Diamond Assets Responsibilities
This agreement with Diamond Assets is effective upon trade-up organization's acceptance of the terms and
conditions specified herein and acts as a legally binding agreement between Diamond Assets LLC and the
organization.
General
• Quotes and valuations are valid for 30 days from date listed on the document.
• Diamond Assets removes all engravings, asset tags, and other customer identifiers from each devices.All user
information/data contained on the devices is erased. Diamond Assets adheres to NIST 800-88 standards and can
provide certification for each device processed, capture the erase log for each device and destroy all data through
electronic or physical destruction.
• Diamond Assets shall buy assets listed in the pickup request form.
• Title(ownership)of the assets passes to Diamond Assets upon signature of the pickup document at the time of
recovery.
Valuation/Quote
• The valuations or quote values are based on product being in grade A condition (fully functional and free of any
cosmetic or functional flaws).
• The evaluation grading checklist is provided with the quote.
• Diamond Assets recognizes that it may be difficult to represent the condition of assets at the time of this valuation
or quote. Deductions from original valuation and quote and will be depicted in the audit report and reconciliation.
• Assets must be received at Diamond Assets'facilities within the 30 day time period of the quote unless otherwise
agreed upon by Diamond Assets.
Recovery(Pickup)
• Diamond Assets will provide customized packaging to ensure secure shipping.
• Diamond Assets will provide a pickup service in which we arrive on site to remove assets; smaller inventories may
be shipped to Diamond Assets as indicated this document.
• Diamond Assets provides barcodes, packing materials, and palletizing services onsite.
• Diamond Assets coordinates all logistics from pickup to delivery to Diamond Assets.
Evaluation/Audit
• Diamond Assets will provide an electronic file containing a detailed line item audit report with serial numbers and
grade per device that were made during final inspection/grading.
• Grading of each device is dependent upon a standard set of criteria as outlined in the grading checklist used by
Diamond Assets.
Res WA 19-07
Any device with damaged or missing accessories will result in deductions.
• Diamond Assets reserves the right to provide any revenue for assets based on the value determined exclusively by
the audit report performed by Diamond Assets.
• Diamond Assets will provide a progress report at any time during the audit process at the organization's request.
• A Diamond Assets representative will review the reconciliation audit with the organization's contact prior to
mailing the payment.
Payment
• Diamond Assets operates on NET 60 payment terms from date of product pick up.
• Any/all signed documents and reports will be forwarded to the organization cited as the legal owner of the
product specified by the quote signatory.
By participating in this program, you agree to be bound by the terms and conditions and all disclaimers and terms
and conditions that appear elsewhere on this document. It is your responsibility, prior to participating in this trade-
up program,to read these Terms and Conditions carefully to understand your rights and obligations. If you are
dissatisfied with this program, its content, or these Terms and Conditions,you agree that your sole and exclusive
remedy is to discontinue using the program.
An organization's authorized signature indicates the date of quote acceptance and the terms herein in advance of
any work plans for pickup of equipment.The signatory represents and warrants that the person has the legal right to
provide all items submitted for this program and that the items are not counterfeit or stolen. You represent and
warrant that you have the legal right to provide all items you submit for this program and that the items are not
counterfeit or stolen.You must have the right,title, and interest in any and all products you seek to provide to
Diamond Assets. Such products, or the sale and shipment of such products must not violate any applicable policies,
laws, statutes, ordinances, or regulations including export laws.You are responsible for complying with any and all
such laws.Any products you seek to provide using Diamond Asset's services shall not infringe any third party
intellectual property rights(including copyrights,trademarks, patents,trade secrets or other proprietary rights)and
shall not be counterfeit, stolen, or fraudulent.You represent and warrant that the products are free of any liens or
encumbrances, including third-party software which may not be transferred or for which royalties are due. By using
Diamond Assets' service,you agree to indemnify Diamond Assets from all claims or losses sustained by Diamond
Assets as a result of any breach of this warranty.
Diamond Assets reserves the right to takes steps Diamond Assets believes are reasonably necessary or appropriate
to enforce and/or verify compliance with any part of these Terms and Conditions(including but not limited to
Diamond Assets' right to cooperate with any legal process relating to your use of the service and/or the products
provided, and/or a third party claim that your product is unlawful and/or infringes such third party's rights).You
agree that Diamond Assets has the right,without liability to you,to disclose any Registration Data and/or Account
information to law enforcement authorities, government officials, and/or a third party, as Diamond Assets believes is
reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and
Conditions.
Diamond Assets warrants that it will provide the service with reasonable care and skill and substantially in
accordance with these terms and conditions. Except as provided herein,there are no other warranties, conditions or
promises about the service, expressed or implied, and all such warranties, conditions and promises are excluded to
the full extent permitted by law.
Diamond Assets will not be liable for any loss of income, business, or profits, or for any loss or corruption of data in
connection with your use of the service.
Res WA 19-07
� CS I LEA51 NG
tt�P ,,�,,�:���� .�:;
CERTIFICATE OF INCUMBENCY
The UndeYsigned, a duly elected and acting (select one) [] Secretary [ ] Assistant SecYetary of Town
of Wesdake, a state or political subdivision of the State of Texas (the "Lessee") certifies as follows:
A. The following listed persons are duly elected and acting officers of the Lessee (the "Officers") in
the capacity set forth opposite their respective names below and the facsimile signatures are true and
correct as of the date hereof;
B. The Officexs aYe duly authorized, on behalf of the Lessee, to negotiate, execute and deliver the
Master Lease Agreement Number 300907, dated as of April 25, 2019, the Equipment
Schedule(s) and other documents Yelating thereto (collecuvely, the "Leases") by and between
the Lessee and CSI Leasing, Inc.; and these Leases aYe bincling and authorized Leases of the
Lessee, enforceable in all Yespects in accordance with their terms.
NAME OF OFFICER TITLE SIGNATURE
WITNESS MY HAND this day of , 2019.
Signature:
[] Secretary [] Assistant Secretary
Print Name:
NOTE: The Secretary or Assistant Secretary signing this Certificate should not be
listed as an Officer above.
CSI LEASING, INC.
9990 Old Olive Street Road,Suite 101
Saint Louis,Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
FORM OF OPINION OF LESSEE'S COUNSEL
(To be prepared on letterhead of Lessee's counsel)
, 2019
CSI Leasing, Inc.
9990 Old Olive Street Road, Suite 101
St. Louis, Missouri 63141
(314)997-7010
Gentlemen:
As counsel for Town of Westlake and Westlake Academy (together,the"Lessee"),we
have examined a duly executed original of Master Lease Agreement No. 300907 between CSI
Leasing, Inc. ("Lessor") and Town of Westlake, and SmartTrack Schedule No. 1 between
Lessor and Westlake Academy (collectively the "Agreement"), and the proceedings taken by
Lessee to authorize and execute the Agreement (the "Approval"). Based upon such
examination of law and facts as we have deemed necessary or appropriate for purposes of the
opinions set forth below,we are of the opinion that:
1. Town of Westlake is a duly created and validly existing state or fully constituted
political subdivision or agency of the State of Texas, and Wesdake Academy is an open
enrollment charter school owned and operated by the Town of Westlake, and each has the
power and authority to enter into the Agreement and carry out the terms thereof.
2. The Agreement has been duly authorized, executed and delivered by Lessee
pursuant to Constitutional, statutor�and/or home rule provision and the Approval.
3. Lessee's name indicated above is its true, correct, and complete legal name.
4. Any applicable public bidding requirements have been met.
5. There are not pending actions or proceedings to which Lessee is a party, and
there are no other pending or threatened actions or proceedings of which Lessee has
knowledge, before any public body, court, arbitrator or administrative agency, which, either
individually or in the aggregate, would materially adversely affect the transactions completed
by the Agreement or the ability of Lessee to perform its obligations under the Agreement, or
question the validity of the Approval. Further, Lessee is not in default under any material
obligation for the payment of borrowed money, for the deferred purchase price of property
or for the payment of any rent under any lease agreement which, either individually or in the
aggregate,would have the same such effect.
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Te I: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
6. The signatures of the officers of Lessee which appear on the Agreement are
true and genuine, we know said officers and know them to hold the offices set forth below
their names, and they have been duly authorized by the Approval to execute and deliver the
Agreement.
7. The Equipment leased pursuant to the Agreement consritutes personal
property and when subjected to use by Lessee will not be oY become fixtuYes under applicable
law.
8. The Agreement is in full conformity with all laws relating to usury applicable
thereto.
9. The UnifoYm Commercial Code, as adopted in Texas,will govern the method
of perfecting Lessor's security inteYest in the Equipment
This opinion is for the sole benefit of,and may be relied upon by,you and any assignee
of Lessor under the Agreement,provided that we understand and agree that this opinion may
be relied upon by special tax counsel if one is Yetained to render an opinion as to the exemption
from federal income taxation of the interest component of payments to be made by Lessee
pursuant to the Agreement.
Sincerely yours,
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Te I: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
O CS I LEA51 NG
TfiP �)0�,":�( 0` PR�IPf!�'3i�e
MASTER LEASE AGREEMENT NUMBER 300907
This MASTER LEASE AGREEMENT is dated as of April 25,2019 by and between CSI LEASING,INC.(hereinafter called"Lessor")a Delaware corporation,
having its principal office and place of business at 9990 01d Olive Stxeet Road,Suite 101,St Louis,Missouri 63141,and
Town of Westlake
(hexeinafter called"Lessee")a Texas state ox polidcal subdivision,having its pxincipal office and place of business at
1500 Solana Boulevard,Bldg.7,Suite 7200
Westlake,Texas 76262
IN CONSIDERATION of the mutual agreements hereinafter set forth and the payment of rent as herein provided for,the paeties heeeto agree as follows:
1.1.LEASE AGREEMENT
Lessor hereby leases to Lessee and Lessee hereb�leases from Lessor all of the equipment and othex tangible personal propert�described in each of the
Equipment Schedules that are executed from rime to time by Lessor and Lessee pursua�t to this Master Lease.F.ach F.quipment Schedule,also referred to as a
"Lease",shall consutute a sepaxate lease on the terms and condiuons stated therein and,to the extent not inconsistent with the Equipment Schedule,on the
terms and condirions stated i�the Master Lease,which shall be incorporated by reference in the Equipme�t Schedule. The term"Equipment"as used herein
shall mean,with xespect to any Equipment Schedule,the Equipment described therein. The texm"Unit"as used herein shall mean an individual machine on an
Equipment Schedule or an individual feature when such feature is]eased separately from a machine. The term of this Master Lease shall begin o�the date set
forth above and shall conunue in effect so long as any Equipment Schedule entered into pursuant to this Mastex Lease xemains in effect.
Westlake Academy may be a user("Uset'�of the F.quipment leased hereu�der a�d,b}�execudon and deliverp of the Equipment Schedules co�templated
hereunder,shall be bound by the rerms and condidons of the Master Lease.The obligations of the Lessee and the User under each Equipment Schedule signed
by the User,and the Master Lease to the extent it pertains to the Equipme�t Schedule,shall be joint and several,as principals and not as sureries,�otwithstanding
that Lessor shall,as a convenience to Lessee,send invoices and nodces to the Usex for the Equipment Schedules entered into by the User. Lessee appoints the
User as its agent for the performance of any and all acts in connections with this Master Lease and related Equipment Schedules. All refere�ces to"Lessee"are
deemed to include the User execuung the Equipment Schedule as we11 as Lessee.The liability of Lessee and the User shall conunue unaffected by anr bankruptcy,
arrangement,reorganization or other insolvency proceeding affecting Lessee and the User ar their successor or assignee,or by any disafflrmance or abandonment
of any or all lease agreements by a Trusree or Receiver of Lessee ox the User or its estate.I.iability of Lessee and the User shall be primar}�,so that Lessor,in
exercising any right or remedy which shal]accrue to it under any Equipment Schedule hereunder,or otherwise in respect of any failure of the User to perform
or obseroe any term(s),covenant(s),or condition(s)thereof,may,at its opdon,proceed against Lessee without having commenced any action or having obtained
any judgment against the User.
2. TER1�1
2.1 COMMENCE1bfENT DATE: The commencement date["Commencement Date"]for each Unit of Equipment will be the caxliex of the date on
which such Unit is accepted by Lessee for lease hereundex or seven[7J days after the date of the vendox invoice.If requested by Ixssor,I,essee will pxomptly
cxecute and dcliver to L,cssor a certificare confixming the Commcncemcnt Datc(s).
2.2 INITIAI.TERIVI: The"Initial Texm"of an Equipment Schedule shall begin on the latest Commencement Date of all the Units on such Equipment
Schcdule if such Commencemcnt Date is thc fixst da}�of a month,and othcrwise,the Initial Term shall begin on the fixst da}�of the month immediarely following
the month in which such latest Commencement Date falls. THE INITIAI. TERM OF AN EQUIPMENT SCHEDULE
SHALL CONTINUE FOR THE NUMBER OF MONTHS SPECIFIED THEREIN AND SHALL
AUTOMATICALLY BE EXTENDED FOR SUCCESSIVE THREE MONTH PERIODS
THEREAFTER AT THE SAME MONTHLY RENTAL UNLESS AND UNTIL TERMINATED BY
EITHER PARTY GIVING THE OTHER PARTY NOT LESS THAN 90 DAYS PRIOR WRITTEN
N�7'ICE'.The noticc of texmination(i)ma}�xelate to all ox paxt of the Equipmcnt dcscribed on the Equipment Schcdulc to which the notice applies(except
that if the Equipment is a phone system,it must be texminated in whole,not paxt),(ri)wIll be effective only on the last day of the Initial Term ox on the last day
of any succcssivc thxee month period[the"Schedulcd Termination Date"],and(in)ma�not be unilatexally xevoked. If Lessee has givcn noticc of tcrmination
but thereafrer fails to xen�n all of the Equipment to I,essor in accordance with the texms of the Equipment Schedule within seven days aftex the Scheduled
Texminarion Date,the Initial Texm of the Equipmcnt Schedulc shall automatically cxtend,with respect to the Units of Equipmcnt not rcturned,for successive
one month periods at the same Monthl}�Rental until a11 Units�e retuxned to Lessor.
23 PURCHASE OP'TION: Provided Lessee is not then in default under the applicable Equipment Schedule,Lessee may,on the last day of the Initial
Term,upon no less than ninery(90)days pxior written nodce to I.essox,puxchase all or paxt of the Equipment at its then cuxxent fair market value. In the event
that Lessee and Lessor cannot agree on faix masket value,then fair market value shall equal the a�erage of thxee appraisals obtained from thxee members of the
Associadon of Seroice and Computex Dealexs Inrernational,the f�st membex to be chosen by Lessor,the second membex to be chosen by Lessee,and the thixd
member to be chosen by the first two members.Lessee may not unilatexally xevoke its exercise of this option.If Lessee faIls to exexcise this option,then the
pxovisions of section 2.2 above control.
Town of Westlake
Master Lease No.300907
April 25,2019
Page No.1 of 9
CBB/DALL Res WA 19-07
3. MONTHLY RENTAL
Lessee shall pay to Lessor the monthly rental["Monthly Rental"] for each Unit as seY forth in the relevant Equipment Schedule. The MonYhly Rental
shall be payable at the above mailing addxess of Lessox or at such othex place as Lessor may from dme to time designate in a wxitten notice to Lessee. The
Monthl}�Rental for each Unit shall commence on the Commencement Date of such Unit and shall be due and payable in advance and without demand on the
first day of each month thereafter during the texm of the Equipment Schedule. If the Commencement Date fox a Unit is a daj�other than the first day of a
month, Daily Rental shall be payable ["Daily Rental" shall equal one-thirtieth of the Monthly Rental for such Unit] for each day from, and including, the
Commencement Date to,but not inchiding,the f�st day of the Initial Term,and such total Dai1y Rental amount shall be due and pa5�able on the fixst day of the
Initial Term.
4. WARRANTIES
4.1 AFFIRil4ATNE WARRANTIES: Lessor xepxesents and warrants that
[a] During the term of this Master Lease,if no Event of Default or nomappropriation pursuant to Section 19.14 has occurred,L,essee's quiet
enjoyment and peaceable possession of the Equipment shall not be interrupted by Lessor or anyone claiming solely through or undex Lessor.
[b]With respect to"used"Equipment supplied by Lessor,the Equipment will be eligible for the manufacturer's standard maintenance contract on
installation,provided that,prior to installadon of the Equipment,Lessee makes a written request dixectly to the manufactuxex for such a maintenance contxact.
4.2 DISCLAI:�fER OF ��'ARRANTIES: THE AFFIR�IATIVE WARRt1NTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER
\�'ARRANTIES OF LESSOR. LESSOR;�LAIiES NO OTHER��'ARRANTIES, EXPRESS OR I�IiPLIED, AS TO ANY Mr1TTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, FITNESS,
CAPACITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKNLANSHIP OF THE
EQUIPMENT, OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR
ORDERS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,LESSOR SHALL NOT BE LIABLE TO
LESSEE FOR ANY LIABILITY,CLAIM,LOSS,DAMAGE OR F.XPENSE OF ANY KIND OR NATURE[INCLUDING STRICT LIABILITY IN TORTJ
CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPIfENT,�NY INADEQUACY THEREOF FOR ANY PURPOSE,�NY DEFICIENCY OR
DEFF.CT THF.REIN,WHETHER KNOWN OR UNKIVOWN TO LF.SSOR.IN ANY F.VENT,LESSOR SHALL NOT BF.LIABLE TO LESSEF.FOR
ANY LOSS OF BUSINESS OR �NY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS OR Dr1.'�Lt1GE RESULTING FROi�I ANY CAUSE
WH�TSOF,VF.R.
43 ASSIGNMENT OF�AIARRANTIES: Lessor hereby assi�s to Lessee any and all manufacturer's waxxanties,if assignable,and any othex such rights
that are assignable as Lessor may have against the ma�ufacmrer or distributor of the Equipme�t provided,however,that Lessee's sole remedy for the breach of
an}�such warranty or right shall be against the manufacturer or distributor and not Lessor.Lessox will use commercially reasonable efforts to coopexate with
Lessee,at Lessee's expense,i�anj�acrion bv Lessee to enforce such warra�ty rights against the manufacturer or distributor.
4.4 SELECTION: Lessee acknowledges,represents and warrants that it has made the selection of the Equipment based on its own judgxnent and
expressly disclaims any reliance upon stateme�ts made by the Lessor. The F.quipment is being leased for commercial or busi�ess purposes onlj�,and will not be
used for consumer,personal,home,ox family purposes.
5. NET LEASE
F.ach F.quipment Schedule constitutes a net lease. Lessee shall be solely responsible for all costs and expenses of every namre arisi�g out of the
possession, use, and operation of the Equipment. Lessee's obligauon to pay the Monthly Rental and all other sums due hereundex sha11 be absolute and
unconditional and shall not be subject to an�setoff,abatement,cou�terdaim,recoupment,defense,cancellation,repudiarion,rejection of Equipme�t,revocatio�
of acceptance of Equipment or any other right that Lessee may have against I,essor.Except as expressly provided fox herein,neither this Master Lease,nor any
Equipment Schedule,shall terminate nor shal]the obligations of Lessee be affected by reason of any defect in,damage to,or any]oss ar destruction of the
Equipment ox any Unit from an5�cause whatsoevex,ox the intexfcrcncc with the use thcreof by an�private person,corpoxation,or govexnmental authoxity ox as
a result of any wat,riot,insutrection ox Act of God.It is the expxess intention of Lessor and Lessee that all Monthly Rental pa}�able by Lessee under each
Equipment Schcdule shall bc,and continue to be,pa�able in all events thxoughout the tcrm thereof.
6. TAXES
6.1 PAYMENT OF TAXES: I,essee covenants and agrees to pay and dischazge before the same become delinquent,all taxes,fees,ox othex chaxges of
an}�nature whatsocver,without pxo-xauon,togethcr with any related inrerest or penalties[°Impositions"]now on c�rcafrex imposed,asscsscd or payable duxing
the term of the relevant Equipment Schedule including any extension thexeof(or an Imposition relating to a record date or status date that fell within the texm
of the xelevant Equipment Schcdule including anp extension thereof ox is othexwisc associated with Lessee's lcasing,posscssion ox usc of the Equipment)against
Lessor,Lessee ox the Equipment by any federal,state,county ox local government ox taYing authotity upon or with xespect to[i]the Equipment ot any Unit,[ii]
upon the leasing,oxdexing,purchase,salc,ownership,use,operauon,return or othex disposiuon thexeof,[iii]thc Monthl�Rental ox any other sums due hexeunder
with respect to any Equipment Schedule,ar[iv]the leasing of the Equipment[excepdng only federal,state and local tases measured by the net income of Lessor
ox anp franchisc tax upon Lessox mcasured by L,essor's capital,capital stock or nct woxth]. Because the paymcnt due date ox reimbuxsement date fox an Imposition
may occur after the expiration ot terminadon of the term of the relevant Equipment Schedule,it is understood and agreed that Lessee's liabilitv fot such
Impositions shall suroive thc expiration or texmination of thc tcrm of the rclevant Equipment Schedule.
6.2 BII.I.ING: Unless otherwise agxeed by the paxties,Lessor will pay any Imposiuon ox file any forms or returns with respect thereto.Lessee shall,
when billed,reimburse L,cssor for such pa�ment thixt�(30)days aftex rcceipt of invoice.
6.3 CONTEST: I,essee map contest any Imposition by appropriate legal proceedings provided the nonpayment of such Imposidon thereof,ox such
procccdings,will not,in thc opinion of counscl for Lessor,advexsclv affcct the tidc,pxopert�intcrest or xights of Lessor in the Equipment and provided fuxther
that,if xequested by Lessor,Lessee has given to Lessox secuxity,sufficient in form and amount,in Lessor s xeasonable judgment,to fully sadsfy the amount of
the contested Imposition.
6.4 TAX-EXEMPTION: lf Lessee daims thatitis exempt from any Imposidon, Lessee will provide Lessox with appxopriate documentation to suppart
Lessee's exempt status in accordance with all applicable federal,state and Iocallaws and regulations,and Lessee shall delivex such documentation to L,essor at the
incepdon of the Lease. Lessox will use such documentation of Lessee's tax-exemption,whexe applicable,to avoid an Imposirion,such as sales ox use tax on the
Equipment. Notwithstanding the foxegoing,Lessee shall be liable for pajment of pexsonal pxopextp taxes assessed on the Equipment leased to L,essee.In the
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.2 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
event Lessee's taxable or tax-exempt stams changes,including whether Lessee's tax-exempt stams applies to its leasing of Equipment or whether such status
passes thxough to Lessor,Lessee shall noufy Lessor of such change and this paxagraph 6.4 shall be void and of no furthex force and effect and Lessee's obligations
for Impositions shall be as set fotth in paragxaphs 6.1 through 63.
7. DELIVERY AND RETURN
7.1 DELNERY AND INSTALI.t�TION: Lessee shall arrange fox delivexy and pay all delivery expenses[including,without limitadon,teanspartation
costs and the cost of in-transit insurance]associated with the delivery of each Unit to the location specified in the relevant Equipment Schedule. Lessee shall
inspect each Unit upon delivery,idendfy any observable damage pxior to accepdng delivery,and note any such damage on the bill of lading.Costs of xepaix which
are not recoverable from the carrier because of Lessee's failure to properly inspect for observable damage shall be borne and promptl}�paid by L,essee. L,essee
shall provide a suitable place for installation of the Equipment with all appxopxiate faciliries as specified by the manufactuxex. Lessee shall axxange and pay for
the installation of each Unit by a manufacturee authorized installer. Lessee map self-install any Equipment for which it has been certified to do so by the
manufacturer ox any Equipment which is rypically considexed to be"customer set-up"Equipment If Lessee wishes to have"used"Equipment installed by an
installer other than the manufacturer or some other part}�approved in writing by Lessor,then Lessee shall accept the Equipment"as-is"and Lessor's warrantv
set forth in Section 4.1[b]shall not apply.
7.2 RETURN: Upon the termination of Lessee's right to possession of any Unit [by expiration of the term of the relevant Equipment Schedule or
othexcvise],Lessee shall,in accordance with Lessor's instrucdons and at Lessee's expense[inchiding without limitadon teanspartarion costs and costs of in-transit
insurance]return the Unit Yo such locaYion within the Continental United States as shall be designated by Lessor. Lessee shall reimburse Lessor for all expenses
paid bp Lessox associated with return of the Unit when billed. Lessee shall xetuxn each Unit in the same operadng oxdex,repair,condition and appearance as
when received,excepting onlp normal wear and tear,and in accordance with the following conditions:
[a]If the Fquipment is of the rype fox which manufactuxex maintenance cextification is genexally required,Lessee sha11,at Lessee's expense(i)have
all revision level changes prescribed by the manufacturer prior to the termination of Lessee's right of possession incorporated in the Unit;(ii)make any repairs
necessary in oxder to certify the Equipment as eligible for the manufactuxex's standaxd maintenance conteact upon its return;(iu)have the Unit certified as eligible
for the maintenance contract a�d ba�ded or sealed if required by the manufacrurer and(iv)provide a letter from the manufacmrer cerrifying such mainte�ance
eligibility.
[b]If the Equipme�t is not of the type for which manufacturer cerrificario�is generally required,Lessee shall test the Equipment prior to retur�
to verify that it is in working condiuon,and within thirty(30)daps after receipt of the Equipment,Lessor shall inspect it and confirm that it is in good operating
condirion.If the F.quipment is not in good operating condition,Lessor shall norify Lessee within thirty(30)days afrer receipt and Lessee,at Lessee's option,shall
either replace or repair the Equipment at Lessee's expense. In oxder to meet the thirty(30)day nouce period,Lessar map notify Lessee by telephone,but must
confirm the norice in writing within a reasonable time thereafter.
[c]If the Eqtupment contains software integral to the funcuoning of the Equipment,Lessee will return such softcvare with the Equipment. Upon
termination,Lessee will provide to L,essor the original certificate of authenricity,component parts,media a�d printed materials,if any,which were delivered to
Lessee with such Equipment or sofavare. Lessee will assign and txansfer to Lessox any rights it may have acquired under an end usex license agreement to Lessox.
Lessee shall not retai�anp copy of such sokware,or attempt to transfer it to other equipment without Lessor's consent.
[d]If the Equipment has a capacity on demand feature,priox to returning the Equipment to Lessor,Lessee will assign to Lessor an�xights Lessee
may have to acrivate addirional capacin�.
[e]If any Unit has an activauon lock,kill switch or anp other and-theft feature,including but not limited to the Find My iPhone feature available
on Apple products,LoJack for Laptops,Norto�Anti-Thefr or other similar anti-theft software for Windows based products,Lessee will ensure that all such
acuvation locks,kill switch featuxes and anti-theft features are fully disabled and deacuvated prior to returning the Unit to Lessor.If the acuvation lock,kill swiuh
feature or other anti-theft fearure,is not fully disabled and deactivated Lessee wil]be charged for the full retail fair market value of the affected Unit as if it were
in useable and marketable condiuon even if it has been returned umely and is otherwise in good condition.
7.3 SF.RIAL NUMBER SUBSTITUTION: Upon expiration of the Initial Term,(i)provided no event has occurred that,with or without�orice or the
passagc of ume ox both,would constitute an Event of Default,and(n)in considexation of Lcsscc's performancc of a11 of its obligations undex the Equipment
Schedule,I.essee may choose to return desktop PC,laptop PC,PC servexs or PC monitor Units(collectively,the"PCs"),with serial numbexs othex than those
listcd in thc Cerrificate of Acceptance onl5�upon the following conditions: the Substitute Units must be(1)of an identical ox improved confiouuxation as the Units
being replaced,(2)in the condirion required by Section 7.2 above,and(3)owned by Lessee. Lessee must give I.essox written norice of the sexial numbexs of the
Substitute Units along with a detailed list of which serial numbexs they axe replacing priox to theix xetuxn to Lessox ox else Lessox may decline to accept Subsutute
Units. I.essee hexeby xepxesents and warrants to I,essor that,upon delivexy of anj�Subsutute Units to Lessor,I.essee will be the absolute owner of the Substitute
Units;the Substiture Units will be fxee and cicax of all licns,charges and encumbrances;and Lessee will have full xight,powex and authority to txansfex to Lessox
title to the Subsritute Units.
8. CARE OF EQUIPMENT
8.1 USE AND MAINTENANCE: L,essee shall,at its expense,maintain the Equipment in good operating ordex,repaix,and condition. L,essce shall
not use the Equipment fox any puxpose othex than that for which it was designed.Pxior to the delivery date and before any action is taken to install the Equipment,
Lcsscc shall mal�e a writren request to the manufacturcr fox continued coverage of the Equipment undcx one of the manufactuxcr's standard maintenance
agreements, and shall, at its espense,enter into and maintain in foxce such maintenance agreement for each Unit and pxovide I.essar with a copy of such
agxeement. IF LESSEE FAILS TO iVLAKE THE PROPER WRITTEN REQUEST TO THE MANUFACTURER FOR COVERAGE UNDER ONE OF
THE MANUFACTURER'S STANDARD MAINTENANCE AGREEMENTS,THEN LESSEE SHAI.I.ACCEPT THE EQUIPMENT "AS IS" AND
LESSOR'S�XIARRANT'I SET FORTH IN SECTTON 4.1(b)SHALL NOT APPLY.Lessee shall not be xequircd to cnter into such a contxact for PCs,ox for
any other Unit while that Unit is under a manufactuxer's warranty that pxovides substantially similar coverage.
8.2 ALTERATIONS AND AT"1"ACHMENTS: With the priox written conscnt of the Lessox,Lessee may,at its expcnsc,make altexations or add
attachments to the Equipment which axe xemovable and�vhich do not interEexe with the noxmal and sadsfactoxy opexation ox maintenance of the Equipment ox
Lessee's ability to obtain the maintenance contract if required in Section 8.1 above. Upon the termination of Lessee's right to possession of any Unit,any
altexadons ox attachments to such Unit shall become the pxopexty of Lessox unless removed at Lessee's expense priar to such texmination. Lessox shall have the
right,following terminauon of Lessee's xight to possession of an}Unit,to remove any attachments or alterations made by Lessee to such Unit and dispose of the
same�vithout any liability thereEox to Lessee and Lessee shall pay the costs of such xemoval when bIlled.
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.3 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
83 INSPECTION: Lessee shall make the Equipment available to Lessor,Secured Party[hereinafrex defined]and Assignee[hereinafter defined]or the
designees of any of them during normal woxking hours for inspection or for an}�othex reasonable puxpose.
9. LOSS OR DAl��GE
9.1 RISK OF LOSS: Lessee shall be responsible for and herebp assumes the entire risk of the Equipment being lost,damaged,destroped,stolen,or
othexcvise rendexed unfit ox unavaIlable for use from the date of delivery to Lessee to the date of return to Lessox.
9.2 OCCURRENCE OF LOSS: If any Unit is lost,damaged,destroyed,stolen,or otherwise rendered unfit for use,Lessee shall give to Lessor immediate
notice thexeof,and this Master Lease and the applicable Equipment Schedule shall conrinue in fiill foxce and effect without any abatement in the Monthly Rental.
Lessee shall determine wiYhin fifteen(15)days afYer the date of the occurrence of damage wheYher such Unit can be repaired. In the event L,essee determines
that such Unit can be xepaixed,Lessee,at its expense,shall cause such Unit to be pxomptly repaired. If a Unit is lost,desrsoyed or stolen or if Lessee determines
that a damaged Unit cannoY be repaired,Lessee shall,within Yhirty[30]days of such event,either replace the Unit with an identical Unit,the tiYle to which shall
thexeupon vest in Lessox and which thexeafter sha11 be considered the Unit subject to the Equipment Schedule with no abatement in the Monthly Rental or,in
Lessee's discretion,pap to Lessor an amount equal to the Stipulated Loss Value of the Unit determined as of the date of payment in accordance with the Stipulated
Loss Value Schedule attached to the applicable Eqtupment Schedule together with all unpaid Monthly Rental which is due and pa5�able through the date of
pa}�ment Upon such payment,Lessee's obligation to pay further Monthly Rental for such Unit shall cease.
10.INSURr1NCE
10.1 PROPERTY INSURt1NCE: Throughout the term of each Equipment Schedule,Lessee shall,at its expense,maintain in full force and effect
"special risk"extended coverage,fire and casualty insurance for the Equipment. Such insurance shall provide for coverage in an amount equal to the greater of
the Stiptilated Loss Value ox the replacement cost of the Equipment at the time of 1oss. The policy shall,by means of a standard loss pa}�able clause,name Lessor,
the Secured Partp and Assignee as loss payees. Such policy shall provide that coverage will not be invalidated because of any act or neglect of Lessee and that it
may not be canceled or materiall5�altexed unless thixry[30]days priox written notice is given to all paxties named thexein. Upon Lessors written request,Lessee
shal]provide Lessor with a Certificate of Insurance evidencing such insurance coverage.If,within nvo weeks afrer Lessee's receipt of such request,Lessee has
not provided Lessor with a sadsfactorp Ceruficate,then Lessor maj�,at Lessoi s opdon,obtain such insurance unul Lessee provides the Certificate,and Lessee
shal]reimburse Lessor for the cost of such insurance whe�billed.
10.2 L.IABILdTY INSURANCE: Duxing the term of this Master Lease,Lessee,at its expense,shall maintain reasonable,commexcial general liability
and properry damage i�sura�ce with respect to the use,possession and operation of the Equipment in an amount not less than one million dollass for each
occurrence.The policp shall name Lessor,the Secured Party and Assignee as addiuonal insureds.
1L INDEMNIFICATION
TO THF.F.XTF.NT PF.Rl�2ITTF.D BY LAW,LESSF.F.SHALL AND DOF.S HF.RN:BY INDEMNIFY AND IiOLD LN:SSOR,ANY ASSIGNF.N:,
AND ANY SECURED PARTY, HARI�ILESS FR01�1 AND AGAINST ANY AND ALL CLt1I1�1S, COSTS, REASONABLE AT"I'ORNEYS' FEES,
EXPF.NSES, DAMAGES, AND LIABILITIF.S [INCLUDING THOSE RESL'LTING FROM PATF.NT, TRADED4ARK AND COPYRIGHT
INFRINGEb1ENT OR THE APPLICATION OF STRICT LIABILITY DOCTRINES OR STATUTES] ARISING OUT OF LESSEE'S SELECTION,
POSSF.SSION, LF.ASING, OPERATION, CONTROL, USF., MAINTF.NANCF., DELIVF.RY, OR RF.TURN OF THE F.QUIPMENT.
NO'11�'ITHSTANDING THE FOREGOING,LESSEE SHALL NOT BE REQUIRED TO INDEDiNIFY A PARTY FOR�NY CLAIi�I RESULTING
FROM ACTS OF THAT PARTY WHICH CONSTITUTE WILLFUL MISCONDUCT OR NF.GLIGF.NCF..
12.ASSIGNMENT,SUBLF.ASE OR RELOCAT`ION BY LF.SSEE
UPON AT LEAST THIRTY[30]DAYS PffiOR WffiTTEN NOTICE TO LESSOR,LESSEE NLAY ASSIGN OR SL'BLEASE A UNIT TO ANY
PARTY,OR RELOCATE A UNIT TO ANY LOCATION,WITHIN ANY STATE OF THF.CONTINENTAL UNITF.D STATES,PROVIDF.D THAT
LESSOR, ASSIGNEE, AND SECURED PARTY, IN SUCH PARTIES' SOLE DISCRETION, SHALL HAVE APPROVED SUCH ASSIGNEE,
SUBLESSEE, OR LOCATION, AND PROVIDED FURTHER THAT [i] AId. COSTS OF ANY NATURE WHATSOEVER [INCLUDING ANY
ADDITIONAL Ib7POSITIONS AND ANY ADDITIONAL EXPENSES ASSOCIATED �-'ITH FILING NE��- PRECAUTION�RY UNIFORI�I
COMMERCIAI.CODE FINANCING STATEMENTS]RESULTING FROM ANY RELOCATION,ASSIGNMENT OR SUBI.EASE SHAI.I,BE BORNE
BY LESSEE;[ii]ANY ASSIGNMENT OR SUBLEASE SHALL BE MADE EXPRESSLY SUBJECT AND SUBORDINATE TO THE TERMS OF THE
RELEVANT EQUIPMENT SCHEDUI.E AND THIS iVIASTER I.EASE; AND [iii] LESSEE SHALL ASSIGN ITS RIGHTS UNDER SUCH
ASSIGNMENT OR SUBLEASE TO LESSOR,ASSIGNEE,OR SECURED PARTY AS ADDITIONAL COLLATERAL AND SECURITY FOR LESSEE'S
OBI.IGATTONS HEREUNDER. In the event of a xelocarion,assignment,or sublease,I,essee and its assignee ox its sublessee shall cooperate with I,essor in
taking all rcasonable measures to pxotect thc title of L,essor or Assignee and the interest of any Secuxed Paxty to and in thc Equipmcnt. No relocation,assignment,
or sublease shall xelieve I.essee of its primarj�obligations under the relevant F.quipment Schedule and this Mastex Lease.
13.ASSIGNMENT BY LESSOR
Lessox shall havc thc right to assign as securit}�its intexest ox grant a security interest in anp or all of the Equipmcnt Schcdules which may from time to
time be executed and the Units described in any such Equipment Schedules to a securitj�assignee["Secuxed Paxty"]. I,essox shall also have the right to sell or
otherwise dispose of any or all of the Units descxibed in any Equipment Schedule,subject ro the pxior right of Lessee in such Units,and to assign its interest as
Lessor under such Equipment Schedule,to any assignee ["Assignee"]. Any such assignment shall not in an�way release CSI Ixasing,Inc. from liability for
pexformance of the Lessor s obligations hcreundex. Lessee acknowledges that any assignment by Lcssor will not matcrially change L,csscc's duties or obligations
undex the Equipment Schedule nox marerially incxease the buxden ox xisk imposed on Lessee. I,essee hereby consents to and shall acknowledge such assignment
ox assignments as shall be designared by writren notice to Lessee by Lessox.Lessee furthex covenants and agrees that:
[a� Any such Secured Party or Assignee shall have and be entided to exercise any and all discretions, rights and powexs of Lessox undex the
Equipment Schedule in which it has an interest,provided that a Secured Party or Assignee shall not be obligated to perform any of the obligations of Lessor
othex than Lessoi s obligations under Secrion 41 [a�;
[b]Lessee shall pay dixectly to the Secuxed Parry or Assignee all Monthl�Rental and all other sums due upon receipt of notice of any assignment
and of instrucdons to do so;
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.4 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
[c]After an assignment to a Secured Party or Assignee,Lessee's obligations hereunder including its obligation to pa5�the Monthly Rental and any
and all othex amounts payable undex the Equipment Schedule by Lessee shall be absolute and unconditional and shall not be subject to any abatement,reducdon,
recoupment,defense,setoff,or counterclaim available to Lessee against Lessor for any reason whatsoever;and
[d]Only one executed countexpart of any Equipment Schedule sha11 be maxked"Oxiginal';any othex executed countexparts sha11 be maxked"Non-
original" or"Copy".No security interest in any Equipment Schedule may be created through the transfer and possession of an}�counterpart other than the
"Original".
14. EVENTS OF DEF�ULT
The occurrence of an}�one or more of the following events["Events of Default"]shall constitute a default under the relevant Equipment Schedule:
[a]Lessee fails to pay the iVlonthly Rental,ox any othex amount due hereunder,on or before the date the same is due and such failuxe continues
for a period of ten[10]days after receipt of written notice thereof from L,essor.If Lessee pays the unpaid Monthl}�Rental or other amounts due follou�ing receipt
of the written notice,and then,within six months following Lessee's paj�ment,subsequently fails to pay Monthly Rental or any other amount due on or befoxe
the due date,then Lessor may,without additional notice,consider such failure an Event of Default and proceed to exercise the remedies set fotth in SecYion 15
below.
[b] Any financial statements or information or any other representation or warranry given to L,essor proves to have been materially false or
misleading as of the date it was given by or on behalf of Lessee.
[c]Lessee fails to observe or perform anp other term,condition,obligation,ageeement or covenant set fotth herein,and such failure continues for
a period of ten[10]days aftex receipt of written notice thexeof fxom Lessox;
[d] Lessee assigns or attempts to assign this Master Lease or any Equipment Schedule,or removes,transfers,encumbers,sublets or parts with
possession of any Unit,attempts to do an5�of the foxegoing,ox suffers ox permits any of the foxegoing to occux except as expxessly pexmitted herein.
[e]Lessee ceases operating as a going concern,or it or its electors oe governing body take any action looking to its dissolution or liquidation.
[t]The entry of an oxder for xelief undex the United States fedexal banl�uptcy laws ox the entsy of an5�othex decree or oxdex by a court having
jurisdiction in the premises adjudgi�g the Lessee a bankrupt or insolvent,or approving as properly filed a petitio�seeki�g reorganization,arrangement,adjustment
or composition of ox in respect of the Lessee under the Unired States federal bankruptep laws or any other applicable federal or state law,or appointing a xeceiver,
]iquidator,assignee,trustee,custodiaq sequestratar[or other similar offlcial]of the Lessee or of any substandal part of its propern�,or the ordering,the wi�ding
up or liquidation of its affairs,and the condnuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
[g]The commencement by the Lessee of a voluntasy case under the linited States federal bankruptcy laws,or the institutio�by the Lessee of
proceedings to be adjudicared a banlcrupt or insolvent,or the consent by it to the instituuon of bankruptc�or insolvency pxoceedings against it,or the filing by
it of a perition or answer or conse�t seeking reorganization,a�arrangeme�t with creditars or an order for relief u�der the U�ited States federal bankruptcy laws
or any other applicable federal or state law,or the consent by it to the filing of an�such petiuon or to the appointment of a receiver,liquidator,assignee,trustee,
custodian,sequestrator[or other similar official]of the Lessee or of any substanrial part of its property,or the making by it of an assignment for the benefit of
creditors,or the admission by it in writing of its inability to pay its debts as they become due,or,to the knowledge of the Lessox,the taking of corporate action
by the Lessee in furtherance of any such acrion.
[h]The occurrence of an}�event described in subsecuons[b],[e],[t]or[g]of this Section with xespect to a guarantox of Lessee,or,if the guarantor
is an individual,the death of such guarantor.
15. REMEDIF.S
15.1 EXPRESS RBMEDIES: If an Event of Default occurs,Lessor may,at its opuon,do any or all of the following:
[a]proceed by appropriate court acrion ar actions either at law or in equity to enforce performance by Lessee of the relevant Equipme�t Schedule,
and the covenants and terms of this Mastex Lease to the extent it pertains to such Equipment Schedule,and to recover from Lessee any and all damasoes ox
expenses, including reasonable attorneys' fees,which Lessor shall have sustained or incurred by reason of the F.vent of Default or o� account of Lessor's
cnfoxccment of its remcdies hcreunder,or
[b] by notice to Ixssee,declaze immediately due and payable all monies to be paid by I.essee duxing the then cuxrent fiscal peas,as liquidated
damagcs,and not as a penalty�,and Lcssox shall havc thc right,to the extent pexmitted bv law,to[t]recovex a11 monies so declaxed due and pa�able,discounted
to the date of papment at the rate of 4%per annum,or one-half of the then-prevailing prime interest rate charged by principal New Yotk banks,whichevex is
less,as liquidated damages,and not as a penalty; [u]rccover all othcr amounts which axe duc ox which bccome due under the Equipment Schedule;[iii]cancel
Lessee's right to possession[but not Lessee's obligadons undex the relevant Equipment Schedule and this Master Lease]and to retake immediare possession of
the Equipmcnt without any process of law and for such purposc Lcssor may entex upon premises whexe the Equipment may�bc located and may removc the
same therefrom without notice,and without being liable to I.essee therefor,except that Lessor shall be liable for damages xesulting from the negligence of I.essox,
Lcssox's assigncc ox thcir respcctive agents and xepxesentatives in any such entrp ox reposscssion;and[iv]pursue any othex rcmedy pexmitted by law or equiry.
In addition,Lessor shall be entitled to recovex all expenses,including reasonable attorneys'fees,that Lessor shall have incurred ox may incux by reason of the
Event of Dcfault or on account of Lessox's enfoxcement ox defcnsc of its xights or remedies under this Mastex Lcase ox an Equipment Schedule.The possibilitp
of a xe-lease ox resale under Section 15.2 shall not excuse prompt papment in full b}�Lessee undex this Section 15.1.
15.2 RE-LEASE OR RESALE: If Lessox xetakes possession of any Unit,Lcssox shall sell ox lcase each Unit with the pxivilcgc of bccoming the purchaser
thereof,at public or private sale,for cash or on credit Lessee's share of the proceeds of anp such sale ox lease["Lessee's Share"] shall be the lesser of[x],the
amount by�which thc Rc-Leasc Pxoceeds ar the Resale Proceeds of such Unit exceed the Rcmaxketing Costs of such Unit,and[y],the amount payable bp L,csscc
to Lessox puxsuant to Section 15.1 [b][i]above with respect to such Unit. Lessor shall cxedit Lessee's Share against all amounts owed b}�Lessee to Lessor undex
Section 15.1 ox otherwise and the remaindex of Lessee's Shaxe,if any, shall be paid to Lessee. EXCEPT AS SET FORTH IN THIS SECTION,LESSEE
HEREBY WAIVES ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY REQUIRE LESSOR TO
MITIGATE ITS DAMAGES OR MODIFY OR LIMIT ANY OF LESSOR'S RIGHTS OR REMEDIES STATED HEREIN. In applying this provision,thc
following de&nitions shall apply:
[a]The"Re-Lease Proceeds"of a Unit shall mean the pxesent value[discounted to the date of payment using the interest rate at which Lessor has
non-xecouxse financing ox a non-xecouxse financing commitment with xespect to the xe-lease�of the monthly xental payments fox the Unit undex a re-lease to a
third party,taking into account only those monthly xental payments under the re-lease which axe payable on or before the last day of the Initial Texm or the last
day of anp extended term then in effect with respect to the Unit undex the Equipment Schedule. lf the xe-lease is not Hnanceable,the Re-Lease Pxoceeds shall
be the monthly rental payments for such pexiod as received.
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.5 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
[b]The term"Resale Proceeds"of a Unit shall mean the amount by which the proceeds of any sale of the Unit exceed the Lessor's estimate of the
fux maxket value of the Unit at the end of the Initial Texm ox at the end of any extended texm then in effect with respect to the Unit under this l2astex Lease.
[c] The term"Remarketing Costs"of a Unit shall mean all expenses incurred direcdy or indirectly by Lessor in re-leasing or selling the Unit and
in obtaining a financing commianent in the case of a re-lease of a Unit,including,without limitadon,xeasonable fees and commissions[including a reasonable
fee to Lessor]incurred in locating a buyer,a subsequent lessee or a financing commitment,attorneys'fees,the cost of recovering the Unit feom the Lessee and
txanspartation,installation,refurbishing,reconditioning and storage charges.
153 NO WA7VER The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of a breach of any other obligation or
of any subsequent breach of the same or any othex obligadon.The subsequent acceptance of rental pa5�ments hexeundex by Lessor shall not be deemed a waiver
of any prior existing breach by Lessee regardless of L,essor's knowledge of such prior existing breach at the time of acceptance of such eental payments.
15.4 CUMULATION:To the extent pexmitted by law,the above xemedies sha11 be deemed cumuladve and may be exexcised successively ox concuxxently.
16.PERFORil4ANCE AND EXECUTION
Lessee represents and warrants to Lessoe[i]that the execution and peeformance of this Mastee Lease and each Equipment Schedule have been duly
authorized by Lessee and that upon execution by Lessee and Lessox this Master Lease and each Equipment Schedule will constitute a valid obligation binding
upon,and enforceable against,L,essee in accordance with the terms of the Master Lease and each Equipment Schedule; [i] thaY neither the execution of this
Master Lease or any Equipment Schedule nox the due perfoxmance thereof by Lessee will result in any bxeach of,ox consdtute any default under or violation of,
any agxeement to which Lessee is a patty oe by which any interest of Lessee may be affected;[iii]that Lessee is a political subdivision of the State of
duly oxganized and existing undex the Constitution and laws of the state.;[iv]the pexsons executing this Master Lease and each Equipment Schedule on behalf
of Lessee have been duly authorized to do so; [v] that any and all financial statements and other information with respect to Lessee heretofore furnished by
Lessee to Lessor in connecdon with negodadons concexning one or more Equipment Schedules were,when furnished,and xemain at the rime of execurion of
any Equipment Schedule,true and without any misleading statements or omissions,excepting any changes which have been disclosed in a written notice to
Lessor;[�d]the Equipment is essendal to the immediate performance of a governmental or proprietar5r funedon by Lessee within the scope of Lessee's authoxiry;
and[vii]al]payments due and to become due during L,essee's current fisca]year are within the fiscal budget of such yeas,and are included withi�an unrestricted
and unencumbered appropriation cuxxendy available for the lease the Equipment;[viii]Lessee has never non-appropriated funds under an agreement similax to
this Master Lease ar an F.quipment Schedule;[ix]Lessee presently intends to conrinue each Lease for the Inidal Term set forth on an Equipment Schedule and
an}�renewal term.The official of the Lessee responsible for budget preparation wi11 include in the budget request for each fiscal year the Monthl5�Rental payments
to become due in such fiscal year,and will use all reasonable and lawful means available to secure the appropriario�of mo�ey for such fiscal year sufficient to
pay the Monthlp Rental payments coming due thexein.Lessee reasonablr believes that moneys can and will lawfullj�be appropriated and made avaIlable fox this
purpose;and [x]Lessee has complied with all statutory]aws and regulations that mav be applicable to the execurion of this Master Lease and each Equipme�t
Schedule.
1Z ADDITIONAL DOCL'MENTATION
Lessee shall promptly deliver to Lessor the documentarion listed below which may from rime to rime be requested by Lessor. If such a request is made
prior to the delivery of any Unit,receipt of such documentation shall be a condiuon precedent to Lessor's obligation to deliver such Unit:
[a] financial informarion including,without]imitarion,a copy of Lessee's financial statements for Lessee's three prior fisca]years,cerrified by
independent cerufied public accountants and such other current financial informauon represendng the financial condiuon and opexauons of Lessee as Lessor
may from rime to time reasonably requesr,
[b]certified copies of the resoludons of the governing body of Lessee,duly authoxizing ox ratifying this Mastex Lease or any Equipment Schedule
executed hereunder,
[c] an opinion of counsel for Lessee as to the matters set forth in Paragraph 16. [i thxough iv]above,and as to such other matters as Lessor may
reasonably request
[d] a certificatc of incumbency setting foxth names and signatures of those persons authorizcd to execute this Masrex L,case or anp Equipment
Schedule on behalf of I.essee;
[e]landlard's and/or mortgagec's waivex,in foxm and substance satisfactory to an�Assignec or Secured Paxty�,fxom any landloxd or mortgagee of
any premises upon which any Unit is located;
[fJ such documcnt confirming thc execution of thc Mastex Lease and any Equipment Schedule necessary�ox desixable to effcct an assignment,to
perfect an interest of I,essor,a Sec�ed Paxty or Assignee,ox for such othex p�pose xelaring to the Master I,ease and/ox any Equipment Schedule ox to an
assignment as Lessor may rcasonably requcst. Lessee hereby authoxizes Lessox to fde precautionary Uniform Commercial Code financing statements in
connection with each Equipment Schedule showing the interest of Lessor,and any Assignee ox Secured Patry in the Equipment as appropriate.
18. SMARTTRACI�SCHEDULES
The parties may cntcr into an Equipment Schedule for the leasing of an opcn quantit�of PCs and similar information technology cquipment that install
ovex a specified period of rime(hereinaftex also refersed to as a"SmaztTrack Schedule"ar"SmaxtTtack I,ease.'� The following texms and conditions shall apply
to SmartTrack Schcdules. If thcre is a conflict beaveen thc terms of this Section 18 and other texms of this Mastex Lease,this Section 18 will contxol with respect
to SmaxtTrack Schedules.
18.1 QUANTITIES;LESSOR'S PURCHASE OF EQUIPMENT: Thc Total Cost of the SmaxtTxack Schedule(hardwarc,software license fees and
other costs)will be listed in each SmartTrack Schedule,alongwith a list of Equipment and an installadon pexiod.As Lessee detexmines the quantiries of Equipment
it requires,L,essec shall have the applicable vendor send to Lessox invoices,addressed to Lessor as buyex,which xeference the SmartTxack Schedule and specify
machine type(s),quanrities,equipment location(s),sales ptice and sexial numbex(s)of the Units ordeted by Lessee,or by I,essot on I,essee's request On receipt
of cach properly prepared invoice,Lessor will remit the sales price to the vendox. If Lessec wants the SmartTrack Schedule to covex costs grcarer than the cost
listed,Lessox,in its sole discxedon,may pay the additional cost Lessor is not liable fox any faIluxe ox delay in delivery caused by vendoxs ox any othex paxty ox
condition not within Lessor's control.If any of the Units of Equipment have not been delivered and accepted by Lessee before the last dav of the installation
period set foxth in the SmaztTxack Schedule,Lessox shall have no obligadon to lease those Units to Lessee and Lessee shall purchase such Units from I.essox
within five(5)days after Lessor's request to do so,fox a pxice equal to Lessox's cost of such Units plus anp applicable sales tax on such sale,along with all accxued
but unpaid Daily Rental thereon.
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.6 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
18.2 INIT'IAL TERM: The Initial Term will be sct forth in each SmartTrack Schedule. On the first day of the Initial Term,or as soon thereafter as is
xeasonably pxacdcable,Lessee shall eaecute a Cexrificate of Acceptance fox the SmaxtTxadi Schedule,which Certificate vexifies the actual quantides of machines;
and the Monthly Rental per Unit and the total Monthly Rental for the SmartTrack Schedule,both of which will be expressed as dollar amounts.
183 MONTHLY RENTAL;DAILY RENTAL: The Monthly Rental per Unit will equal the"Monthly Lease Rate Factor'for the Unit that is specified
in the SmartTrack Schedule,multiplied bp the Unit's cost(exclusive of sales tax).Lessee shall pay to Lessor Dail}�Rental as set forth in Section 3 of this Master
Lease fox each Unit of Equipment for each day from,and including,its Commencement Date through,but not including,the fixst da}�of the Initial Texm. DaIly
Rental shall be due in a lump sum on the first day of the Initial Term.
18.4 SOF'I'�X/ARE LICENSE FEES AND OTHER COSTS: In considexadon of Lessee's entexing into a SmartTrack Schedule,Lessox shall pay on
Lessee's behalf various operating and/or application software license fees so that Lessee may use such software packages in connection with the Equipment
leased thereunder. Lessor may also pay other costs related to the Equipment,on Lessee's behal£ Lessee shall xeimburse Lessor for such costs by(i)mal�ing a
monthly papment to L,essor equal to the Soft Cost Factor set forth in the SmartTrack Schedule times the cost of the applicable software license fees or other
costs,which monthly payment amount will be assigned to Units of Equipment and treated as additional rental for the lease of such Units on the SmartTrack
Schedule,and(ii)paying a dailp charge equal to one-thirtieth of the Soft Cost Factor set fotth in the SmartTrack Schedule times the cost of the software license
fee ox other cost for each day fxom and including the Commencement Date of the Unit of Equipment to which the Soft Cost is assigned,thxough,but not
including the first day of the Initial Term,such total daily charges to be paid in a lump sum on the first dajr of the Initial Term. The total amount of software
license fees and othex costs wi11 not exceed a cextain percentage,set foxth in the SmartTxad�Schedule,of the Tota1 Cost of the SmartTradc Schedule,without
Lessor's prior written consent. Because Lessor makes payments as invoices are received throughout the installation peeiod,the percent of software license fees
and other costs to the Total Cost of the SmartTrack Schedule is genexally not known until the final xeconciliadon of the SmartTxack Schedule. If Lessor
determines that the total amount of software license fees and other costs exceed the specified percentage,L,essor shall have the option to exclude the excess
softwaxe license fees and othex costs from the SmartTrad�Schedule and Lessee a�ees to reimburse Lessox for such amounts.
18.5 STIPULATED LOSS VALUE: The Stipulated Loss Value Schedule is set foreh below. Because the actual 9uantities of Equipment on each
SmartTxack Schedule are unknown until the Cextificate of Acceptance is prepared,a specific dollax amount Base Value wi11 be set foxth in the Cextificate of
Acceptance.Prior to the time the Cerrificate of Acceptance is prepared,the Sripulated Loss Value wil]be equal to the cost of the F.quipment rimes the applicable
percentage set forth in the Supulated Loss Value Schedule.
STIPULATED LOSS STiPULATED LOSS STIPULATED LOSS
MONTHLY MONTHLY MONTHLY
VALUE(PERCENT VALUE(PERCENT VALUE(PERCENT
PAYMENTS MADE OF BASE VALUE) pAYMENTS MADE pF BASE VALUE) PAYMENTS MADE OF BASE VALUE)
0 1 I 0.0% 13 80.0% 25 54.9%
1 107.6 14 77.7 26 53.0
2 1053 IS 75.6 27 51.1
3 102.9 16 73.4 28 493
4 100.6 17 712 29 47.5
5 98.2 18 69.1 30 45.7
6 95.9 19 67.0 31 43.9
7 93.6 20 64.9 32 422
8 913 21 62.9 33 40.5
9 89.0 22 60.8 34 38.9
10 86.7 23 58.8 35 37.3
1 I 84.4 24 56.9 36 and 35.0
12 822 thereafter
In the event of a loss of less than all of the Equipment listed on a SmastTrack Schedule, the Stipulated Loss Value shall be allocated to the
Units lost in the same proportion as the Monthl�Rental per Unit for the lost Units bears to the Monthly Rental for all Units listed on the
SmartTrack Schedule.
19.GENERAL
191 TITLE: This Master Lease is intended to be a true lease and not a lease intended as secuxity ox lease in the nature of a secuxity
interest.Lessee shall,at its expense,protect and defend Lessor's tide to the Equipment and the interest of any Assignee or Secured Part�against
all pexsons claiming against or through Lessee.Lessee shall keep and maintain the Equipment and this Mastex Lease free and clear of all liens
and encumbrances[other than those placed on the same by Lessor and the liens for curxent taxes not yet payable].
19.2 FIXTURES: Lessee will not affix any Unit of the Equipment to any real property if,as a xesult thereof,the Unit will become a
fixture under applicable law.
19.3 ENTIRE AGREEMENT: This Master Lease [togethex with all Equipment Schedules and attachments hereto] constitutes the
entire agreement between Lessor and Lessee,and no provision hereof may be amended ox modified except in writing signed b�Lessor and
Lessee.Any purchase ordex issued by Lessee will serve only to sarisfj�Lessee's internal recordkeeping puxposes and does not supersede,modify
oi seive as a eountei-offer to the teims and conditions in this Master I.ease or any Equipment Schedule.NO PROVISION OF THIS 1�GREEMENT
MAY BE WAIVED EXCEPT IN\k�RITING SIGNED BY THE PARTY FROM WHOM SUCH WAIVER IS SOL'�GHT,AND ANY SUCH WANER SHALL BE EFFECTIVE
ONI.Y IN THE SPECIFIC INSTi�NCE AND FOR THE SPECIFIC PURPOSE GI�'EN.LESSOR AND LESSEE EACH AGREE TO WAIVE AND TO
TAKE ALL REQUIRED STEPS TO��AIVE ALL RIGHTS TO A JURY TRIAL.
LESSEE'S
INITIALS:
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.7 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
19.4 NOTICES: All notices hereunder shall be in wriung and shall be delivexed in pexson,or sent by tegistered ot cexrified mail,ox
delivexed by ovexnight caxriex ox facsimile,ptopetl�addxessed to the stseet address ox fax number of the paxt�set foxth hexeaftex.
If to Lessor:
CSI LEASING,INC.
ATTN: LEGAL DEPARTl1ENT
9990 OLD OLNE STREET ROAD,SUITE 101
ST.LOUIS,MO 63141 USA
FAX 314-997-7844
If to Lessee:
TOWN OF WESTLAI�E
1500 SOLANA BOULEVARD,BLDG.7,SUITE 7200
WESTL.AKE,TEXAS 76262
ATTENTION:
Delivery shall be deemed xeceived as of the date descxibed as the delivery date in the delivexy receipt.Eithex paxty may change its address for
notice purposes by notifying the other party in the manner aforesaid of such change. L.essee shall also send copies of a11 nouces sent to Lessor,
to Secured Party,or Assignee[if any].
19.5 SEVERABILITY: Any pxovision hexeof prohibited by,or unlawful or unenforceable under,any applicable law of any juxisdiction
shall be ineffective as to such juxisclicrion without invalidaring the remaining provisions of this Mastex Lease pxovided,however,that where the
provisions of any such applicable law may be waived,they ate hereby waived by Lessee and Lessox to the full extent permitted by law.
19.6 GOVERNING LAW:THIS MASTER LEASE AND ALL EQUIPMENT SCHEDULES AND ANY OTHER INSTRUMENT
EXECUTED IN CONNECTION HEREWITH SHALL BE GOVERNED BY,AND CONSTRUED AND INTERPRETED UNDER,
THE LAWS OF THE STATE OF TEXt�S. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORI�7
CONINIERCIAL CODE WILL BE CONFERRED ON LESSEE UNLESS EXPRESSLY GRANTED IN THIS MASTER LEASE OR AN
EQUIPNIENT SCHEDULE AND TO THE EXTENT PERMITTED BY LA\X/, LESSEE WAIVES ALL RIGHTS AND REMEDIES
CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE(SECTIONS 508-522)INCLUDING
BUT NOT LIMITED TO LESSEE'S RIGHTS TO:(A)CANCEL OR REPUDIATE THIS MASTER LEASE;(B)REJECT OR REVOKE
ACCEPTANCE OF THE EQUIPMENT;(C)RECOVER DAMAGES FROM LESSOR FOR ANY BREACH OF WARRANTY OR FOR
ANY OTHER REASON;AND(D)GRANT A SECURITY INTEREST IN ANY EQUIPMENT IN LESSEE'S POSSESSION.This Master
Lease and Equipment Schedules are subject to acceptance b�Lessox at its home office.
19.7 PERFORIVLANCE OF LESSEE'S OBLIGATIONS: If Lessee shall fail to make an}�payment or perform any act required by this
Master Lease or any Equipment Schedule,Lessor may at Lessee's expense,but shall not be obligated to,make such pa�ment or perform such
act without notice to or demand upon Lessee and without waiving or releasing any obligation or default Lessee shall,when billed,reimburse
Lessor for any expense incurred hereunder by Lessor in performing I.essee's obligadons. LESSEE MAY NOT ASSIGN ITS RIGHTS OR
OBLIGATIONS,EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 12 OF THIS MASTER LEASE.
19.8 SURVIVAL: All representarions,warranries,indemniries,and covenants contained in this Master Lease and in any Equipment
Schedule,which by theix nature would continue be5�ond the termination,cancellation or expixauon of the Equipment Schedule,including,b�
way of illustxation onl� and not limitation, those in Sections 6, 10, 11 and 19, shall continue in full force and effect and shall survive
notwithstanding the full payment of all amounts due hexeundex or the termination of Lessee's right to possession of an�Unit.
199 HEADINGS: Headings and capdons are for convenience of reference only and shall not be constsued as paxt of the Master Lease.
19.10 OVERDUE PAYMENTS: Any Monthly Rental due I.essor under an Equipment Schedule,if not paid by the fifth day of the
month in which pa5�ment became due,shall accrue intexest fsom the due date until paid at a xate equal to one and one-half percent per month,
ox the maximum rate permissible by law,whichever is lower. Unless otherwise stated herein,an�othex amounts pa�able to Lessox b5�Lessee
under this Master Lease are due and payable within fifteen [15] da�s after the billing date,and,if not paid on ox before such due date,sha11
accrue interest fxom the due date until paid at a rate equal to one and one-half percent per month,or the ma�mum rate permitted by law,
whichever is lower. Any judgment entered on any amounts owed under this Master I.ease or an Equipment Schedule shall accxue interest until
paid at a rate equal to one and one-half percent per month,or the maximum rate permissible by�law,whichever is lower.
1911 CONSENT OR APPROVAL: With respect to any pxovision herein which calls for the consent ox approval of a paxty, such
consent or approval shall not be unreasonably withheld.
19.12 DELIVERY FOR EXAMINATION: Submission of the form of this Master Lease for examinarion shall not bind I.essor in any
manner,and no obligadons shall arise unril this instrument is signed by both L.essor and Lessee.
19.13 TERMS IN EQUIPMENT SCHEDULES: If the provisions of any Equipment Schedule are inconsistent with the provisions of
this 1�Zastet Lease,then the pxovisions of such Equipment Schedule shall contsol.
19.14 NON-APPROPRIATION OF FUNDS:Notwithstanding anything contained in this Master Lease to the contraxy,in the event
no funds or insufficient funds axe appropxiated or budgeted in any fiscal period for the intended use of the Equipment and fox the Monthly
Rental due under an Equipment Schedule, Lessee will immediately notify L.essor or its assignee of such occurrence, and the applicable
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.8 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
Equipment Schedule shall texminate on the last day of the fiscal period for which appxopxiations were xeceived without penalty ox expense to
Lessee of any kind whatsoevex,except as to the poxrions of Monthly Rental payments thetein agxeed upon fox which funds shall have been so
appropriated or budgeted. In the event of such termination,Lessee agrees to peaceably surrender possession of the Equipment to Lessor or
its assignee on the date of such termination,packed for shipment in accordance with manufacturer specifications and freight prepaid and insured
to any locarion in the conrinental United States designated by Lessox. Lessor will have all legal and equitable rights and xemedies to take
possession of the Equipment. Notwithstanding the foxegoing, and to the extent pexmitted b}�law, Lessee agrees that it will not cancel an
Equipment Schedule under the provisions of this Section if any funds are appxopriated to it,ox by it,fot the intended use of the Equipment
for the period in which such terminauon occurs or the next succeeding fiscal period thereafter. At least thirty (30) days prior to the end of
Lessee's fiscal pear,Lessee's chief execuuve officer(or legal counsel) shall certify in writing that(a) funds ha�=e not been appropriated for the
upcoming fiscal period,(b)such non-appropriation did not result from any act or failure to act by Lessee,and(c)L.essee has exhausted all funds
legally available fox the payment of the 1�lonthly Rental.
LESSOR: LESSEE:
CSI LEASING,INC. TOWN OF WESTLAKE
Signature: Signature:
Printed Name: Printed Name:
Tifle: Title:
Date: Date:
(Please initial secrion 193)
300907-0OOREVS-10-2019(sms).docx
TownofWestlake CSI LEASING, INC.
Master�ease No.300907 9990 Old Olive Street Road, Suite 101
April 25,2019
Page No.9 of 9 Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
Q CS I LEA51 NG ORIGINAL
+i'� Ei;l,.�,�,,� �,Fi'XfiP' ..[CP
SMARTTRACK SCHEDULE NO. 1 dated as of May 6,2019
LESSOR: LESSEE: Westlake Academy
2600 J T Ottinger Road
CSI LEASING,INC. Westlake, Texas 76262
Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and
conditions of the Master Lease Agreement No. 300907 dated Apri125, 2019 between Lessor and Town of Westlake
are hereby incorporated herein and made a part hereo£ With respect to Equipment Schedules with Westlake Academy,
the Master Lease may be referenced in Lessor's systems and communications with the letter"A"at the end("300907A")
in order to distinguish the leases entered into by Westlake Academy.
L Initial Term: The Initial Term is 36 months, starting on September 1, 2019 and expiring on August 31, 2022.
The Initial Term shall automatically be extended for successive one quarter periods thereafter at the same Quarterly
Rental until terminated by either party giving the other not less than 90 days prior notice,such termination to be effective
only on the last day of the Initial Term or on the last day of any successive one quarter period.
2. Equipment Location: To be provided by Lessee on installation.
3. E ui ment:
DESCRIPTION QUARTERLY LEASE
(The Equipment must be new and current technology.) RATE FACTOR PER UNIT
Cisco Networking,IP Telephony and Telepresence Room Equipment; .07837 times Unit cost
Large Servers(Dell,IBM,HP and Lenovo,with a cost greater than$50,000 per Unit);
POS Terminals
Apple iPads and MacBooks; .07527 times Unit cost
Disk Storage(Dell,EMC,IBM,Network Appliance,Pure Storage and HP); .0797 times Unit cost
Networking Equipment(Riverbed,Juniper,Aruba,Foundry and FS);
Handheld Scanners(Zebra and HoneywelUIntermec);
Video Conferencing Equipment(Cisco(Spark and standalone telepresence),Polycom,
Microsoft and Google)
Small Servers,Blade Servers(including Cisco UCS)and Warkstations(with a cost of$2,000 .08324 times Unit cost
to$75,000 per Unit);
Disk Storage(HDS,Nimble,Oracle,Lenovo and Fujitsu);
Network Security Products(Cisco,Juniper or other approved manufacturers);
Desktop PCs(Panasonic,Toshiba,Acer,Asus);
Ruggedized PCs;
Chromebooks;
Standalone Wireless Access Points
Printers,Multifunction Printers,and Copiers; .08501 times Unit cost
Desktop PCs and Notebooks(Fujitsu and other approved manufacturers);
Disk Storage(Nutanix,Rubrik and other approved manufacturers);
C1oudGenix SD-WAN;
Miscellaneous standalone hardware with its own serial number,e.g. Scanners
Miscellaneous hardware without its own serial number ar a relation to other Units on this .08944 times Unit cost
Lease(e.g.Cards,Memory,Modems)
300907-001 REV5-6-2019(knm).docx C S I L EAS I N G, I N C.
Page 1 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
ORIGINAL
4. Installation Date: May 1,2019 through September l, 2019, inclusive.
5. Total Cost of the SmartTrack Schedule: The Total Cost of the SmartTrack Schedule is not to exceed
$600,000.00
6. Software License Fees and Other Costs: The Soft Cost Factor is .08944. The total amount of software license
fees and other costs will not exceed 15% of the Total Cost of the SmartTrack Schedule, without Lessor's prior written
consent.
7. Quarterlv Rental; Daily Rental:
a) Notwithstanding the terms and conditions of the Master Lease, Lessee shall pay rental quarterly
("Quarterly Rental") in advance, with the first Quarterly Rental payment due September 1, 2019 and the remaining
payments due on the first day of each third month thereafter. Because the rental payments are made quarterly, as
incorporated herein all references in the Master Lease to"Monthly Rental", "monthly"or"one-thirtieth"are changed to
aQU1Y�0Ply R0rit21", "C1U1TteTly" ariC�"Ori0-rilri0tlet�l,"P0Sp0Ct1V01y.
b) Lessee shall pay to Lessor Daily Rental equal to 1/90t" of the Quarterly Rental for each Unit of
Equipment for each day from, and including, its Commencement Date through, but not including, September 1, 2019.
Daily Rental shall be due in a lump sum on September 1, 2019.
8. Interest Rate Contingency: The Lease Rate and Soft Cost Factors(the"Rate Factors")specified herein are based
upon a 3 year interest rate swap of 2.42%. Lessor intends to obtain a fixed-rate, non-recourse loan, using only the
Equipment and the Lease as collateral (the "Loan"). If, at the time the Loan is closed, the 3 year interest rate swap set
forth in the Intercontinental Exchange Report Center, https://www.theice.com/marketdata/reports/180, Series/Run USD
Rates ll 00 exceeds 2.42%,then the Rate Factors shall be increased by.0003 for each 25 basis points by which the then
current 3 year interest rate swap exceeds 2.42%. The Rate Factors will be increased only until the then current 3 year
interest rate swap exceeds 2.42% by 300 basis points. Any increases in the 3 year interest rate swap in excess of 300
basis points will have no further effect on the Rate Factors. Increases of the 3 year interest rate swap by increments of
less than 25 basis points will have no effect on the Rate Factors.
9. Stipulated Loss Value: Notwithstanding the terms and conditions of Section 18.5 of the Master Lease, the
following Stipulated Loss Value Schedule will apply for the Initial Term of this Lease.
QUARTERLY STIPULATED LOSS
PAYMENTS VALUE(PERCENT
MADE OF BASE VALUE
0 110.0%
1 102.9
2 95.9
3 89.0
4 82.2
5 75.6
6 69.1
7 62.9
8 56.9
9 51.1
10 45.7
11 40.5
12 and thereafter 25.0
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 2 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
ORIGINAL
10. Extension Option: Provided that Lessee is not then in default under the Lease, at the expiration of the Initial
Term and upon no less than 90 days prior written notice to Lessor, Lessee sha11 have a one-time option to extend the
Lease for a mutually agreed upon term,with respect to all or part of the Equipment,at the then current fair market rental
rate. Lessee shall state in its notice what units of Equipment it will extend. The provisions of paragraph 1 above control
with respect to the units not listed in Lessee's notice. In the event Lessor and Lessee cannot agree on the fair market
rental rate,then such rate sha11 equal the average of three appraisals obtained from three members of the Association of
Service and Computer Dealers International, one member to be chosen by Lessor, the second member to be chosen by
Lessee, and the third member to be chosen by the first two members. If Lessee fails to exercise this option, then the
provisions of paragraph 1 above control.
11. Early Termination: Provided that Lessee is not in default under the Lease, Lessee shall have the option,
exercisable by written notice given at least 90 days in advance, to terminate the Lease as to all, but not less than a11, of
the Equipment pursuant to the following conditions:
11.1 At least twelve months of the Initial Term shall have elapsed;
11.2 Any such termination shall be effective on the last day of a month("Early Termination Date") and Lessee's
notice shall specify the Early Termination Date;
11.3 Lessee shall pay to Lessor on the Early Termination Date an amount equal to the present value of the
remaining rental payments due under the Initial Term, discounted at the lower of the following interest rates: (i)the rate
at which Lessor has non-recourse financing for the Lease, ar (ii) an interest rate equal to the yield to maturity of the
"Applicable Treasury Bond Obligation" as hereinafter defined. The "Applicable Treasury Bond Obligation" shall mean
that debt obligation of the U.S. Treasury having a maturity date nearest in time to the last day of the Initial Term and the
maturity date and yield to maturity of such "Applicable Treasury Bond Obligation" shall be determined on the basis of
quotations published in the Wall Street Journal on the Early Termination Date.
12. Technological Uq�rade: If Lessee is not in default under the Lease at such time as Lessee desires to upgrade the
Equipment, Lessee may notify Lessor of its desire to upgrade the Equipment with technologically more advanced
equipment("Upgrade Equipment"). In the event Lessor receives such notice,it agrees to negotiate in good faith to enter
into a new lease or leases for the Upgrade Equipment upon mutually agreeable terms and conditions, and to terminate
the rental obligations of the Equipment upon the Commencement Date of the lease or leases for the Upgrade Equipment,
provided that the termination of rental obligations shall not be effective unless the Secured Party and Assignee, if any,
gives its written consent thereto. Lessee understands,however,that a breach by Lessor under this paragraph shall in no
way release the Lessee from or affect the Lessee's obligations to continue making rental payments to any Secured Party
or Assignee.
13. Personal Proqerty Tax: Pursuant to Section 6 of the Master Lease,Lessee is liable for all Impositions,including
but not limited to personal property tax assessed on the Equipment. Lessee will reimburse Lessor for any Impositions
paid by Lessor under this Lease.
14. EPC Services: If requested by Lessee, Lessor's subsidiary, Executive Personal Computers, Inc. ("EPC") will
perform certain services for the Apple iPads leased hereunder. EPC's charge for such services will be treated as a soft
cost under this Lease.
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 3 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
ORIGINAL
15. Essential Use: Lessee confirms and affirms that the Equipment leased hereunder is essential to the governmental
functions of Westlake Academy. The Equipment will be used by Lessee for the purpose of performing one or more of
Lessee's governmental functions consistent with the permissible scope of Lessee's authority and not in any trade or
business carried on by any person other than Lessee. Lessee shall provide an Essential Use/Source of Funds letter in a
form and substance acceptable to Lessor.
16. Ouinion of Counsel: Lessor's performance hereunder is conditioned on receipt of an opinion of counsel for
Lessee in a form and substance acceptable to Lessor.
17. Financin� Statement: A photocopy of this SmartTrack Schedule, and any exhibits or addenda hereto, may be
filed as a precautionary Uniform Commercial Code Financing Statement to evidence Lessor's interest in the Equipment.
AT LESSOR'S OPTION, THIS SMARTTRACK SCHEDULE SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
LESSEE AND RETURNED TO LESSOR ON OR BEFORE MAY 13,2019.
CSI Leasing,Inc. Westlake Academy
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
CBB/DALL
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 4 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
Res WA 19-07
o c s � L E AS I N G NON-ORIGINAL
No security interest in an Equipment Schedule may
��'�� E���`'��'� `'F�'`�'E'"�'���`� be created or perfected by possession of this copy.
SMARTTRACK SCHEDULE NO. 1 dated as of May 6,2019
LESSOR: LESSEE: Westlake Academy
2600 J T Ottinger Road
CSI LEASING,INC. Westlake, Texas 76262
Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and
conditions of the Master Lease Agreement No. 300907 dated Apri125, 2019 between Lessor and Town of Westlake
are hereby incorporated herein and made a part hereo£ With respect to Equipment Schedules with Westlake Academy,
the Master Lease may be referenced in Lessor's systems and communications with the letter"A"at the end("300907A")
in order to distinguish the leases entered into by Westlake Academy.
L Initial Term: The Initial Term is 36 months, starting on September 1, 2019 and expiring on August 31, 2022.
The Initial Term shall automatically be extended for successive one quarter periods thereafter at the same Quarterly
Rental until terminated by either party giving the other not less than 90 days prior notice,such termination to be effective
only on the last day of the Initial Term or on the last day of any successive one quarter period.
2. Equipment Location: To be provided by Lessee on installation.
3. E ui ment:
DESCRIPTION QUARTERLY LEASE
(The Equipment must be new and current technology.) RATE FACTOR PER UNIT
Cisco Networking,IP Telephony and Telepresence Room Equipment; .07837 times Unit cost
Large Servers(Dell,IBM,HP and Lenovo,with a cost greater than$50,000 per Unit);
POS Terminals
Apple iPads and MacBooks; .07527 times Unit cost
Disk Storage(Dell,EMC,IBM,Network Appliance,Pure Storage and HP); .0797 times Unit cost
Networking Equipment(Riverbed,Juniper,Aruba,Foundry and FS);
Handheld Scanners(Zebra and HoneywelUIntermec);
Video Conferencing Equipment(Cisco(Spark and standalone telepresence),Polycom,
Microsoft and Google)
Small Servers,Blade Servers(including Cisco UCS)and Warkstations(with a cost of$2,000 .08324 times Unit cost
to$75,000 per Unit);
Disk Storage(HDS,Nimble,Oracle,Lenovo and Fujitsu);
Network Security Products(Cisco,Juniper or other approved manufacturers);
Desktop PCs(Panasonic,Toshiba,Acer,Asus);
Ruggedized PCs;
Chromebooks;
Standalone Wireless Access Points
Printers,Multifunction Printers,and Copiers; .08501 times Unit cost
Desktop PCs and Notebooks(Fujitsu and other approved manufacturers);
Disk Storage(Nutanix,Rubrik and other approved manufacturers);
C1oudGenix SD-WAN;
Miscellaneous standalone hardware with its own serial number,e.g. Scanners
Miscellaneous hardware without its own serial number ar a relation to other Units on this .08944 times Unit cost
Lease(e.g.Cards,Memory,Modems)
300907-001 REV5-6-2019(knm).docx C S I L EAS I N G, I N C.
Page 1 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
4. Installation Date: May 1,2019 through September l, 2019,inclusive.
5. Total Cost of the SmartTrack Schedule: The Total Cost of the SmartTrack Schedule is not to exceed
$600,000.00
6. Software License Fees and Other Costs: The Soft Cost Factor is .08944. The total amount of software license
fees and other costs will not exceed 15% of the Total Cost of the SmartTrack Schedule, without Lessor's prior written
consent.
7. Quarterlv Rental; Daily Rental:
a) Notwithstanding the terms and conditions of the Master Lease, Lessee shall pay rental quarterly
("Quarterly Rental") in advance, with the first Quarterly Rental payment due September 1, 2019 and the remaining
payments due on the first day of each third month thereafter. Because the rental payments are made quarterly, as
incorporated herein all references in the Master Lease to"Monthly Rental", "monthly"or"one-thirtieth"are changed to
aQU1Y�0Ply R0rit21", "C1U1TteTly" ariC�"Ori0-rilri0tlet�l,"P0Sp0Ct1V01y.
b) Lessee shall pay to Lessor Daily Rental equal to 1/90t" of the Quarterly Rental for each Unit of
Equipment for each day from, and including, its Commencement Date through, but not including, September 1, 2019.
Daily Rental shall be due in a lump sum on September 1, 2019.
8. Interest Rate Contingency: The Lease Rate and Soft Cost Factors(the"Rate Factors")specified herein are based
upon a 3 year interest rate swap of 2.42%. Lessor intends to obtain a fixed-rate, non-recourse loan, using only the
Equipment and the Lease as collateral (the "Loan"). If, at the time the Loan is closed, the 3 year interest rate swap set
forth in the Intercontinental Exchange Report Center, https://www.theice.com/marketdata/reports/180, Series/Run USD
Rates ll 00 exceeds 2.42%,then the Rate Factors shall be increased by.0003 for each 25 basis points by which the then
current 3 year interest rate swap exceeds 2.42%. The Rate Factors will be increased only until the then current 3 year
interest rate swap exceeds 2.42% by 300 basis points. Any increases in the 3 year interest rate swap in excess of 300
basis points will have no further effect on the Rate Factors. Increases of the 3 year interest rate swap by increments of
less than 25 basis points will have no effect on the Rate Factors.
9. Stipulated Loss Value: Notwithstanding the terms and conditions of Section 18.5 of the Master Lease, the
following Stipulated Loss Value Schedule will apply for the Initial Term of this Lease.
QUARTERLY STIPULATED LOSS
PAYMENTS VALUE(PERCENT
MADE OF BASE VALUE
0 110.0%
1 102.9
2 95.9
3 89.0
4 82.2
5 75.6
6 69.1
7 62.9
8 56.9
9 51.1
10 45.7
11 40.5
12 and thereafter 25.0
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 2 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
10. Extension Option: Provided that Lessee is not then in default under the Lease, at the expiration of the Initial
Term and upon no less than 90 days prior written notice to Lessor, Lessee sha11 have a one-time option to extend the
Lease for a mutually agreed upon term,with respect to all or part of the Equipment,at the then current fair market rental
rate. Lessee shall state in its notice what units of Equipment it will extend. The provisions of paragraph 1 above control
with respect to the units not listed in Lessee's notice. In the event Lessor and Lessee cannot agree on the fair market
rental rate,then such rate sha11 equal the average of three appraisals obtained from three members of the Association of
Service and Computer Dealers International, one member to be chosen by Lessor, the second member to be chosen by
Lessee, and the third member to be chosen by the first two members. If Lessee fails to exercise this option, then the
provisions of paragraph 1 above control.
11. Early Termination: Provided that Lessee is not in default under the Lease, Lessee shall have the option,
exercisable by written notice given at least 90 days in advance, to terminate the Lease as to all, but not less than a11, of
the Equipment pursuant to the following conditions:
11.1 At least twelve months of the Initial Term shall have elapsed;
11.2 Any such termination shall be effective on the last day of a month("Early Termination Date") and Lessee's
notice shall specify the Early Termination Date;
11.3 Lessee shall pay to Lessor on the Early Termination Date an amount equal to the present value of the
remaining rental payments due under the Initial Term, discounted at the lower of the following interest rates: (i)the rate
at which Lessor has non-recourse financing for the Lease, ar (ii) an interest rate equal to the yield to maturity of the
"Applicable Treasury Bond Obligation" as hereinafter defined. The "Applicable Treasury Bond Obligation" shall mean
that debt obligation of the U.S. Treasury having a maturity date nearest in time to the last day of the Initial Term and the
maturity date and yield to maturity of such "Applicable Treasury Bond Obligation" shall be determined on the basis of
quotations published in the Wall Street Journal on the Early Termination Date.
12. Technological Uq�rade: If Lessee is not in default under the Lease at such time as Lessee desires to upgrade the
Equipment, Lessee may notify Lessor of its desire to upgrade the Equipment with technologically more advanced
equipment("Upgrade Equipment"). In the event Lessor receives such notice,it agrees to negotiate in good faith to enter
into a new lease or leases for the Upgrade Equipment upon mutually agreeable terms and conditions, and to terminate
the rental obligations of the Equipment upon the Commencement Date of the lease or leases for the Upgrade Equipment,
provided that the termination of rental obligations shall not be effective unless the Secured Party and Assignee, if any,
gives its written consent thereto. Lessee understands,however,that a breach by Lessor under this paragraph shall in no
way release the Lessee from or affect the Lessee's obligations to continue making rental payments to any Secured Party
or Assignee.
13. Personal Proqerty Tax: Pursuant to Section 6 of the Master Lease,Lessee is liable for all Impositions,including
but not limited to personal property tax assessed on the Equipment. Lessee will reimburse Lessor for any Impositions
paid by Lessor under this Lease.
14. EPC Services: If requested by Lessee, Lessor's subsidiary, Executive Personal Computers, Inc. ("EPC") will
perform certain services for the Apple iPads leased hereunder. EPC's charge for such services will be treated as a soft
cost under this Lease.
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 3 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
15. Essential Use: Lessee confirms and affirms that the Equipment leased hereunder is essential to the governmental
functions of Westlake Academy. The Equipment will be used by Lessee for the purpose of performing one or more of
Lessee's governmental functions consistent with the permissible scope of Lessee's authority and not in any trade or
business carried on by any person other than Lessee. Lessee shall provide an Essential Use/Source of Funds letter in a
form and substance acceptable to Lessor.
16. Ouinion of Counsel: Lessor's performance hereunder is conditioned on receipt of an opinion of counsel for
Lessee in a form and substance acceptable to Lessor.
17. Financin� Statement: A photocopy of this SmartTrack Schedule, and any exhibits or addenda hereto, may be
filed as a precautionary Uniform Commercial Code Financing Statement to evidence Lessor's interest in the Equipment.
AT LESSOR'S OPTION, THIS SMARTTRACK SCHEDULE SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
LESSEE AND RETURNED TO LESSOR ON OR BEFORE MAY 13,2019.
CSI Leasing,Inc. Westlake Academy
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
CBB/DALL
300907-001 REV5-6-2019(knm).docx C S I L E AS I N G, I N C.
Page 4 of 4 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
91076233/76355994 Fax: 314-997-7844
Res WA 19-07 www.csileasing.com
Form TGC 2270
VERIFICATION REOUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270
Contract identifier:
Department:
By signing below, Company herby verifes [he following:
1. Company does not boycott Israel; and
2. Company will not boycott Israel during the term of the contract.
SIGNED BY: (�"' r�/ �
Print Name of Person: �1�ylg�lPop
Signing, 7itle, and p
Company I)S .Sc��PS O�mra�io�S �rowrccn� YYIa u.�pr ft�2
�
Date signed: y/.30��7��
STATE OF TEXAS §
COUNN OF §
BEFORE ME, the undersigned NOWry Public on this day personally appeared (Name), an behalf of
(Company) who being duly swom, sta[ed under oath that he/she has read [he foregoing verification
required by Texas Government Code Section 2270.002 and said statementr mntained therein are tme and mrrect.
SWORN AND SUBSCRIBED TO before me, this_day of , 20_.
cS¢.a Cl7OCclH'1¢N'f//yOrVY/q.�' � il/��+.Q4' +C�{'�'
NOTARY OF Pl1BLIC,
FOR THE STATE OF TEXAS
My Commission Expires:
Governmen[Code§ 2270.002. Grovision Required in Contract
Effective: September 1, 2017
A govemmen[al entity may not enter into a con[ract with a company for goods or services unless the wntract mnWins a written
verifca[ion from [he mmpany[ha[it:
(1)does not boymtt Israel; and
(2)will not boymtt[srael during the term of the mn[ract.
The following definitions apply:
(1)"Boycott Israel"means refusing to deal wi[h, termina[ing business activi[ies wi[h, or o[herwise[aking any action [hat is
intended to penalize, inFlic[emnomic harm on, or limit commercial relations specifcally with Israel,ar with a person or entity doing
business in Israel or in an Israeli-mntrolled terrirory, but does not indude an ac[ion made for ordinary business purposes.
(2)"Company"means a for-pwf[sole proprierorship, organization, associa[ion,mrporation, partnershi0,Joint ven[ure,
limi[ed partnership, limited liabiliry partnership, or limi[ed liability mmpany, induding a wholly owned su6sidiary, majoriry-owned
subsidiary, parent company, or affliate of those entities or business associations tha[exists ro make a proft.
(3)"Governmental entity"means a s[a[e agency or political subdivision of this state.
State law requires verification from a Company far contractr involving goods or services(regardless of the amount)
before the City can enter into the contraR.
CALIFORNIA JURAT WITH AFPIAN7 STATEMENT GOVERNMENT CODE§8202
r r.m.cccr.cr.s:.r,c:c.�.r.�r,cr,ccc,rcr.r.cr.r r.r,cr,.r.ccc.rz.r.cr,�,�.r.c.r,c,r.c.r.c.r.�;.c r r rm.c.r.c.r,cncr.c.r,cr.r2:c�.r r.c,r.
�ee Attached Document (Notary to cross ou[ lines 1-6 below)
I--. See Statement Below (Lines 1-6 to be completed only by tlocument signer[s], not Notary)
1
_ _____ ___'______________________'_________________________________
2
___________'_______ __________________________ _____________'_____
3
_______________________________ ___________'_____________'________
4
5
6
Signature o/Document Signer No. 7 Signature of Document Signer No. 2 (i/any)
A notary public or other ofticer completing ihis certificate verities only ihe identity of the indivitlual who signed the
documeN to which this certificate is atlached,antl not the tmihfulness,accuracy,or validity of that tlocument.
State of Califomia Subscribed and swom to (or aHirmed) before me
Countyof y^?gN�x ��a✓K- ��1
on this 3 fl day of �y1y��� , 20�,
bY Date �Mon[h Year
a°i�'°'�`wyai�NnvnFanNCESHau (�1 f�✓1{'1.� �Q �20 h
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<L=0tC1, NolaryPuolic -Calilomia n (yn ,,
i 4;��,� Sama Clara Coumy Name(s)o/Signer(sJ
My Comm. Expires Oct 10,2019�
proved to me on the basis of satisfactory evidence
to be the person(s) who appeared before me.
�
Signature !J ✓r' �
Place Notary Seal Above Sign�.Nre of Notary Public
i
OPTIONA �
Though this section is optional, completing this information can dete�alte�ation o(the document or
lraudulent reat[achment of Ihis /orm to an unintended document.
Description of Attached Document
Title or Type of Document: fD vN'� TCT C ��] U Document Date: y�a D ' I 9
Number of Pages: � Signer(s) Other Than Named Above: �tl �'�' ¢✓ U � ✓
:Lv_(.'c"*.'�4`�(.`�(.'t%(.u.'�4'r-V'v(.'�-C.`e4'c."C'ZC'LC[%`u.`c(.`t=C'u..r=(.'�'2.'�=(.'c-C.`�'V'C`[%`c(.`[%Cr%.'�:(.'r-(.'r-V'�4'c'4<.0 4".4�-C ..`t=Cy%C'u.Y%cvC'twX.
002016 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5910
Board of
Tru stees
Item # 3 — Adjournment
Regular Session