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HomeMy WebLinkAboutRes 19-07 WA Lease agreement iwth CSI for the purchase of technology one-to-one initiative 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. Resolution 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 201h DAY OF MAY 2019. ATTEST: /&�� Gf/3l��'6e Laura Wheat, President k6flj ut�'/Fclwmchr - Kel y Edw ds, Board Secretary APPROV AS FO RM:: fftTr6t S. B e . Stanton Lowry, School Attorney Resolution WA 19-07 Page 2 of 2 O. CSI LEASING (he pov.,(, of c;;l��,iuznrc CERTIFICATE OF INCUMBENCY The Undersigned,a duly elected and acting (select one) Z] Secretary []Assistant Secretary of Town of Westlake, 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 Officers are 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 relating thereto (collectively, the "Leases") by and between the Lessee and CSI Leasing, Inc.; and these Leases are binding and authorized Leases of the Lessee, enforceable in all respects in accordance with their terms. NAME OF OFFICER TITLE SIGNAT N Ma Y WITNESS MY HAND this 12-1 day of 12019. Signature: I [_ Secretary [ ] Assistant Secretary Print Name: �-CAA ` 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 or 314-997-7010 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com C CSI LEASING 7111F, 1)lib'IPi 11I ['i(PN W11C 1, 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 Old Olive Street Road,Suite 101,St.Louis,Missouri 63141,and Town of Westlake (hereinafter called"Lessee")a Texas state or political subdivision,having its principal 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 parties hereto agree as follows: 1.1.LEASE AGREEMENT Lessor hereby leases to Lessee and Lessee hereby leases from Lessor all of the equipment and other tangible personal property described in each of the Equipment Schedules that are executed from time to time by Lessor and Lessee pursuant to this Master Lease.Each Equipment Schedule,also referred to as a "Lease",shall constitute a separate lease on the terms and conditions stated therein and,to the extent not inconsistent with the Equipment Schedule,on the terms and conditions stated in the Master Lease,which shall be incorporated by reference in the Equipment Schedule. The term"Equipment"as used herein shall mean,with respect to any Equipment Schedule,the Equipment described therein. The term"Unit"as used herein shall mean an individual machine on an Equipment Schedule or,an individual feature when such feature is leased separately from a machine. The term of this Master Lease shall begin on the date set forth above and shall continue in effect so long as any Equipment Schedule entered into pursuant to this Master Lease remains in effect. Westlake Academy may be a user("User's of the Equipment leased hereunder and,by execution and delivery of the Equipment Schedules contemplated hereunder,shall be bound by the terms and conditions 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 Equipment Schedule,shall be joint and several,as principals and not as sureties,notwithstanding that Lessor shall,as a convenience to Lessee,send invoices and notices to the User for the Equipment Schedules entered into by the Uscr. 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 references to"Lessee"are deemed to include the User executing the Equipment Schedule as well as Lessee.The liability of Lessee and the User shall continue unaffected by any bankruptcy, arrangement,reorganization or other insolvency proceeding affecting Lessee and the User or their successor or assignee,or by any disaffirmance or abandonment of any or all lease agreements by a Trustee or Receiver of Lessee or the User or its estate.Liability of Lessee and the User shall be primary,so that Lessor,in exercising any right or remedy which shall accrue to it under any Equipment Schedule hereunder,or otherwise in respect of any failure of the User to perform or observe any term(s),eovenant(s),or condition(s)thereof,may,at its option,proceed against Lessee without having commenced any action or having obtained any judgment against the User. 2. TERM 2.1 COMMENCEMENT DATE: The commencement date["Commencement Date"] for each Unit of Equipment will be the earlier of the date on which such Unit is accepted by Lessee for lease hereunder or seven[7]days after the date of the vendor invoice.If requested by Lessor,Lessee will promptly execute and deliver to Lessor a certificate confirming the Commencement Date(s). 2.2 INITIAL TERM: The"Initial Term"of an Equipment Schedule shall begin on the latest Commencement Date of all the Units on such Equipment Schedule if such Commencement Date is the first day of a month,and otherwise,the Initial Term shall begin on the first day of the month immediately following the month in which such latest Commencement Date fans. THE INITIAL 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 NOTICE.The notice of termination O may relate to all or part of the Equipment described on the Equipment Schedule to which the notice applies(except that if the Equipment is a phone system,it must be terminated in whole,not part),(ii)will be effective only on the last day of the Initial Term or on the last day of any successive three month period[the"Scheduled Termination Date"],and(in)may not be unilaterally revoked. If Lessee has given notice of termination but thereafter fails to return all of the Equipment to Lessor in accordance with the terms of the Equipment Schedule within seven days after the Scheduled Termination Date,the Initial Term of the Equipment Schedule shall automatically extend,with respect to the Units of Equipment not returned,for successive one month periods at the same Monthly Rental until all Units are returned to Lessor. 2.3 PURCHASE OPTION: 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 ninety(90)days prior written notice to Lessor,purchase all or part of the Equipment at its then current fair market value. In the event that Lessee and Lessor cannot agree on fair market value,then fair market value shall equal the average of three appraisals obtained from three members of the Association of Service and Computer Dealers International,the first 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.Lessee may not unilaterally revoke its exercise of this option.If Lessee fails to exercise this option,then the provisions of section 2.2 above control. Town of Westlake Master Lease No.300907 April 25, 2019 Page No. 1 of 9 CBBIDALL Res WA 19-07 3. MONTHLY RENTAL Lessee shall pay to Lessor the monthly rental["Monthly Rental"]for each Unit as set forth in the relevant Equipment Schedule. The Monthly Rental shall be payable at the above mailing address of Lessor or at such other place as Lessor may from time to time designate in a written notice to Lessee. The Monthly 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 term of the Equipment Schedule. If the Commencement Date for a Unit is a day 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 including,the first day of the Initial Term,and such total Daily Rental amount shall be due and payable on the first day of the Initial Term. 4. WARRANTIES 4.1 AFFIRMATIVE WARRANTIES: Lessor represents and warrants that: [a]During the term of this Master Lease,if no Event of Default or non-appropriation pursuant to Section 19.14 has occurred,Lessee's quiet enjoyment and peaceable possession of the Equipment shall not be interrupted by Lessor or anyone claiming solely through or under Lessor. [b]With respect to"used"Equipment supplied by Lessor,the Equipment will be eligible for the manufacturers standard maintenance contract on installation,provided that,prior to installation of the Equipment,Lessee makes a written request directly to the manufacturer for such a maintenance contract. 4.2 DISCLAIMER OF WARRANTIES: THE AFFIRMATIVE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES OF LESSOR. LESSOR MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED, AS TO ANY MATTER 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 WORKMANSHIP OF THE EQUIPMENT,OR CONFORMITY OF T[-IE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING T[IERETO.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LIABILITY,CLAIM,LOSS,DAMAGE OR EXPENSE OF ANY KIND OR NATURE[INCLUDING STRICT LIABILITY IN TORT] CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT,ANY INADEQUACY THEREOF FOR ANY PURPOSE,ANY DEFICIENCY OR DEFECT THEREIN,WHETHER KNOWN OR UNKNOWN TO LESSOR.IN ANY EVENT,LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS OF BUSINESS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM ANY CAUSE WHATSOEVER. 4.3 ASSIGNMENT OF WARRANTIES: Lessor hereby assigns to Lessee any and all manufacturers warranties,if assignable,and any other such rights that arc assignable as Lessor may have against the manufacturer or distributor of the Equipment provided,however,that Lessee's sole remedy for the breach of any such warranty or right shall be against the manufacturer or distributor and not Lessor.Lessor will use commercially reasonable efforts to cooperate with Lessee,at Lessee's expense,in any action by Lessee to enforce such warranty 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 judgment and expressly disclaims any reliance upon statements made by the Lessor. The Equipment is being leased for commercial or business purposes only,and will not be used for consumer,personal,home,or family purposes. 5. NET LEASE Each Equipment Schedule constitutes a net lease. Lessee shall be solely responsible for all costs and expenses of every nature arising out of the possession, use,and operation of the Equipment. Lessee's obligation to pay the Monthly Rental and all other sums due hereunder shall be absolute and unconditional and shall not be subject to any setoff,abatement,counterclaim,recoupment,defense,cancellation,repudiation,rejection of Equipment,revocation of acceptance of Equipment or any other right that Lessee may have against Lessor.Except as expressly provided for herein,neither this Master Lease,nor any Equipment Schedule,shall terminate nor shall the obligations of Lessee be affected by reason of any defect in,damage to,or any loss or destruction of the Equipment or any Unit from any cause whatsoever,or the interference with the use thereof by any private person,corporation,or governmental authority or as a result of any war,riot,insurrection or Act of God.It is the express intention of Lessor and Lessee that all Monthly Rental payable by Lessee under each Equipment Schedule shall be,and continue to be,payable in all events throughout the term thereof. 6. TAXES 6.1 PAYMENT OF TAXES: Lessee covenants and agrees to pay and discharge before the same become delinquent,all taxes,fees,or other charges of any nature whatsoever,without pro-ration,together with any related interest or penalties["Impositions"]now or hereafter imposed,assessed or payable during the term of the relevant Equipment Schedule including any extension thereof(or an Imposition relating to a record date or status date that fell within the term of the relevant Equipment Schedule including any extension thereof or is otherwise associated with Lessee's leasing,possession or use of the Equipment)against Lessor,Lessee or the Equipment by any federal,state,county or local government or taxing authority upon or with respect to[i]the Equipment or any Unit,Iii) upon the leasing,ordering,purchase,sale,ownership,use,operation,return or other disposition thereof,[iii]the Monthly Rental or any other sums due hereunder with respect to any Equipment Schedule,or[iv]the leasing of the Equipment[excepting only federal,state and local taxes measured by the net income of Lessor or any franchise tax upon Lessor measured by Lessor's capital,capital stock or net worth]. Because the payment due date or reimbursement date for an Imposition may occur after the expiration or termination of the term of the relevant Equipment Schedule,it is understood and agreed that Lessee's liability for such Impositions shall survive the expiration or termination of the term of the relevant Equipment Schedule. 6.2 BILLING: Unless otherwise agreed by the parties,Lessor will pay any Imposition or file any forms or returns with respect thereto.Lessee shall, when billed,reimburse Lessor for such payment thirty(30)days after receipt of invoice. 6.3 CONTEST: Lessee may contest any Imposition by appropriate legal proceedings provided the nonpayment of such Imposition thereof,or such proceedings,will not,in the opinion of counsel for Lessor,adversely affect the title,property interest or rights of Lessor in the Equipment and provided further that,if requested by Lessor,Lessee has given to Lessor security,sufficient in form and amount,in Lessor's reasonable judgment,to fully satisfy the amount of the contested Imposition. 6.4 TAX-EXEMPTION: If Lessee claims that it is exempt from any Imposition, Lessee will provide Lessor with appropriate documentation to support Lessee's exempt status in accordance with all applicable federal,state and local laws and regulations,and Lessee shall deliver such documentation to Lessor at the inception of the Lease. Lessor will use such documentation of Lessee's tax-exemption,where applicable,to avoid an Imposition,such as sales or use tax on the Equipment. Notwithstanding the foregoing,Lessee shall be liable for payment of personal property taxes assessed on the Equipment leased to Lessee.In the Town of Westlake CSI LEASING, INC. Master Lease 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 status changes,including whether Lessee's tax-exempt status applies to its leasing of Equipment or whether such status passes through to Lessor,Lessee shall notify Lessor of such change and this paragraph 6.4 shall be void and of no further force and effect and Lessee's obligations for Impositions shall be as set forth in paragraphs 6.1 through 6.3. 7. DELIVERY AND RETURN 7.1 DELIVERY AND INSTALLATION: Lessee shall arrange for delivery and pay all delivery expenses[including,without limitation,transportation 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,identify any observable damage prior to accepting delivery,and note any such damage on the bill of lading.Costs ofrepair which are not recoverable from the carrier because of Lessee's failure to properly inspect for observable damage shall be borne and promptly paid by Lessee. Lessee shall provide a suitable place for installation of the Equipment with all appropriate facilities as specified by the manufacturer. Lessee shall arrange and pay for the installation of each Unit by a manufacturer authorized installer.Lessee may self-install any Equipment for which it has been certified to do so by the manufacturer or any Equipment which is typically considered to be"customer set-up"Equipment.If Lessee wishes to have"used"Equipment installed by an installer other than the manufacturer or some other party approved in writing by Lessor,then Lessee shall accept the Equipment"as-is"and Lessor's warranty 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 otherwise],Lessee shall,in accordance with Lessor's instructions and at Lessee's expense[including without limitation transportation costs and costs of in-transit insurance]return the Unit to such location within the Continental United States as shall be designated by Lessor. Lessee shall reimburse Lessor for all expenses paid by Lessor associated with return of the Unit when billed. Lessee shall return each Unit in the same operating order,repair,condition and appearance as when received,excepting only normal wear and tear,and in accordance with the following conditions: [a]If the Equipment is of the type for which manufacturer maintenance certification is generally required,Lessee shall,at Lessee's expense O have all revision level changes prescribed by the manufacturer prior to the termination of Lessee's right of possession incorporated in the Unit;(u)make any repairs necessary in order to certify the Equipment as eligible for the manufacturer's standard maintenance contract upon its return;(ti)have the Unit certified as eligible for the maintenance contract and banded or sealed if required by the manufacturer and(iv)provide a letter from the manufacturer certifying such maintenance eligibility. [b]If the Equipment is not of the type for which manufacturer certification is generally required,Lessee shall test the Equipment prior to return to verify that it is in working condition,and within thirty(30)days after receipt of the Equipment,Lessor shall inspect it and confirm that it is in good operating condition.If the Equipment is not in good operating condition,Lessor shall notify Lessee within thirty(30)days after receipt and Lessee,at Lessee's option,shall either replace or repair the Equipment at Lessee's expense. In order to meet the thirty(30)day notice period,Lessor may notify Lessee by telephone,but must confirm the notice in writing within a reasonable time thereafter. [c]If the Equipment contains software integral to the functioning of the Equipment,Lessee will return such software with the Equipment. Upon termination,Lessee will provide to Lessor the original certificate of authenticity,component parts,media and printed materials,if any,which were delivered to Lessee with such Equipment or software. Lessee will assign and transfer to Lessor any rights it may have acquired under an end user license agreement to Lessor. Lessee shall not retain any copy of such software,or attempt to transfer it to other equipment without Lessor's consent. [d]If the Equipment has a capacity on demand feature,prior to returning the Equipment to Lessor,Lessee will assign to Lessor any rights Lessee may have to activate additional capacity. [e]If any Unit has an activation lock,kill switch or any other anti-theft feature,including but not limited to the Find My iPhone feature available on Apple products,Lojack for Laptops,Norton Anti-Theft or other similar anti-theft software for Windows based products,Lessee will ensure that all such activation locks,kill switch features and anti-theft features are fully disabled and deactivated prior to returning the Unit to Lessor.If the activation lock,kill switch feature or other anti-theft feature,is not fully disabled and deactivated Lessee will be charged for the full retail fair market value of the affected Unit as if it were in useable and marketable condition even if it has been retumed timely and is otherwise in good condition. 7.3 SERIAL NUMBER SUBSTITUTION: Upon expiration of the Initial Term,()provided no event has occurred that,with or without notice or the passage of time or both,would constitute an Event of Default,and(a)in consideration of Lessee's performance of all of its obligations under the Equipment Schedule,Lessee may choose to return desktop PC,laptop PC,PC servers or PC monitor Units(collectively,the"PCs"),with serial numbers other than those fisted in the Certificate of Acceptance only upon the following conditions: the Substitute Units must be(1)of an identical or improved configuration as the Units being replaced,(2)in the condition required by Section 7.2 above,and(3)owned by Lessee. Lessee must give Lessor written notice of the serial numbers of the Substitute Units along with a detailed fist of which serial numbers they are replacing prior to their return to Lessor or else Lessor may decline to accept Substitute Units. Lessee hereby represents and warrants to Lessor that,upon delivery of any Substitute Units to Lessor,Lessee will be the absolute owner of the Substitute Units;the Substitute Units will be free and clear of all liens,charges and encumbrances;and Lessee will have full right,power and authority to transfer to Lessor title to the Substitute Units. 8. CARE OF EQUIPMENT 8.1 USE AND MAINTENANCE: Lessee shall,at its expense,maintain the Equipment in good operating order,repair,and condition. Lessee shall not use the Equipment for any purpose other than that for which it was designed.Prior to the delivery date and before any action is taken to install the Equipment, Lessee shall make a written request to the manufacturer for continued coverage of the Equipment under one of the manufacturer's standard maintenance agreements,and shall,at its expense,enter into and maintain in force such maintenance agreement for each Unit and provide Lessor with a copy of such agreement. IF LESSEE FAILS TO MAKE THE PROPER WRITTEN REQUEST TO TIIE MANUFACTURER FOR COVERAGE UNDER ONE OF THE MANUFACTURER'S STANDARD MAINTENANCE AGREEMENTS,THEN LESSEE SHALL ACCEPT TI-IE EQUIPMENT"AS IS" AND LESSOR'S WARRANTY SET FORTH IN SECTION 4.1(b)SHALL NOT APPLY.Lessee shall not be required to enter into such a contract for PCs,or for any other Unit while that Unit is under a manufacturer's warranty that provides substantially similar coverage. 8.2 ALTERATIONS AND ATTACHMENTS: With the prior written consent of the Lessor,Lessee may,at its expense,make alterations or add attachments to the Equipment which are removable and which do not interfere with the normal and satisfactory operation or maintenance of the Equipment or 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 alterations or attachments to such Unit shall become the'property of Lessor unless removed at Lessee's expense prior to such termination. Lessor shall have the right,following termination of Lessee's right to possession of any Unit,to remove any attachments or alterations made by Lessee to such Unit and dispose of the same without any liability therefor to Lessee and Lessee shall pay the costs of such removal when billed. Town of Westlake CSI LEASING, INC. Master Lease No.300907 April 25,2019 9990 Old Olive Street Road,Suite 101 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.esileasing.com 8.3 INSPECTION: Lessee shall make the Equipment available to Lessor,Secured Party[hereinafter defined]and Assignee[hereinafter defined]or the designees of any of them during normal working hours for inspection or for any other reasonable purpose. 9. LOSS OR DAMAGE 9.1 RISK OF LOSS: Lessee shall be responsible for and hereby assumes the entire risk of the Equipment being lost,damaged,destroyed,stolen,or otherwise rendered unfit or unavailable for use from the date of delivery to Lessee to the date of return to Lessor. 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 thereof,and this Master Lease and the applicable Equipment Schedule shall continue in full force and effect without any abatement in the Monthly Rental. Lessee shall determine within fifteen(15)days after the date of the occurrence of damage whether such Unit can be repaired. In the event Lessee determines that such Unit can be repaired,Lessee,at its expense,shall cause such Unit to be promptly repaired. If a Unit is lost,destroyed or stolen or if Lessee determines that a damaged Unit cannot be repaired,Lessee shall,within thirty[30]days of such event,either replace the Unit with an identical Unit,the title to which shall thereupon vest in Lessor and which thereafter shall be considered the Unit subject to the Equipment Schedule with no abatement in the Monthly Rental or,in Lessee's discretion,pay 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 Equipment Schedule together with all unpaid Monthly Rental which is due and payable through the date of payment. Upon such payment,Lessees obligation to pay further Monthly Rental for such Unit shall cease. 10.INSURANCE 10.1 PROPERTY INSURANCE: 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 Stipulated Loss Value or the replacement cost of the Equipment at the time of loss. The policy shall,by means of a standard loss payable clause,name Lessor, the Secured Party 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 materially altered unless thirty[30]days prior written notice is given to all parties named therein. Upon Lessors written request,Lessee shall provide Lessor with a Certificate of Insurance evidencing such insurance coverage.If,within two weeks after Lessee's receipt of such request,Lessee has not provided Lessor with a satisfactory Certificate,then Lessor may,at Lessor's option,obtain such insurance until Lessee provides the Certificate,and Lessee shall reimburse Lessor for the cost of such insurance when billed. 10.2 LIABILITY INSURANCE: During the term of this Master Lease,Lessee,at its expense,shall maintain reasonable,commercial general liability and property damage insurance with respect to the use,possession and operation of the Equipment in an amount not less than one million dollars for each occurrence.The policy shall name Lessor,the Secured Party and Assignee as additional insureds. 11.INDEMNIFICATION TO THE EXTENT PERMITTED BY LAW,LESSEE SHALL AND DOES HEREBY INDEMNIFY AND HOLD LESSOR,ANY ASSIGNEE, AND ANY SECURED PARTY, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, REASONABLE ATTORNEYS' FEES, EXPENSES, DAMAGES, AND LIABILITIES [INCLUDING THOSE RESULTING FROM PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT OR THE APPLICATION OF STRICT LIABILITY DOCTRINES OR STATUTES]ARISING OUT OF LESSEE'S SELECTION, POSSESSION, LEASING, OPERATION, CONTROL, USE, MAINTENANCE, DELIVERY, OR RETURN OF THE EQUIPMENT. NOTWITHSTANDING TIIE FOREGOING,LESSEE SHALL NOT BE REQUIRED TO INDEMNIFY A PARTY FOR ANY CLAIM RESULTING FROM ACTS OF THAT PARTY WHICH CONSTITUTE WILLFUL MISCONDUCT OR NEGLIGENCE. 12.ASSIGNMENT,SUBLEASE OR RELOCATION BY LESSEE UPON AT LEAST THIRTY[30]DAYS PRIOR WRITTEN NOTICE TO LESSOR,LESSEE MAY ASSIGN OR SUBLEASE A UNIT TO ANY PARTY,OR RELOCATE A UNIT TO ANY LOCATION,WITHIN ANY STATE OF THE CONTINENTAL UNITED STATES,PROVIDED THAT LESSOR, ASSIGNEE, AND SECURED PARTY, IN SUCH PARTIES' SOLE DISCRETION, SHALL HAVE APPROVED SUCH ASSIGNEE, SUBLESSEE, OR LOCATION, AND PROVIDED FURTHER THAT [i] ALL COSTS OF ANY NATURE WHATSOEVER [INCLUDING ANY ADDITIONAL IMPOSITIONS AND ANY ADDITIONAL EXPENSES ASSOCIATED WITH FILING NEW PRECAUTIONARY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS]RESULTING FROM ANY RELOCATION,ASSIGNMENT OR SUBLEASE SHALL BE BORNE BY LESSEE;[ii]ANY ASSIGNMENT OR SUBLEASE SHALL BE MADE EXPRESSLY SUBJECT AND SUBORDINATE TO THE TERMS OF THE RELEVANT EQUIPMENT SCHEDULE AND THIS MASTER LEASE; AND [1] LESSEE SHALL ASSIGN ITS RIGHTS UNDER SUCH ASSIGNMENT OR SUBLEASE TO LESSOR,ASSIGNEE,OR SECURED PARTY AS ADDITIONAL COLLATERAL AND SECURITY FOR LESSEE'S OBLIGATIONS HEREUNDER. In the event of a relocation,assignment,or sublease,Lessee and its assignee or its sublessee shall cooperate with Lessor in taking all reasonable measures to protect the tide of Lessor or Assignee and the interest of any Secured Party to and in the Equipment. No relocation,assignment, or sublease shall relieve Lessee of its primary obligations under the relevant Equipment Schedule and this Master Lease. 13.ASSIGNMENT BY LESSOR Lessor shall have the right to assign as security its interest or grant a security interest in any or all of the Equipment Schedules which may from time to time be executed and the Units described in any such Equipment Schedules to a security assignee['Secured Party"]. Lessor shall also have the right to sell or otherwise dispose of any or all of the Units described in any Equipment Schedule,subject to the prior 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 any way release CSI Leasing,Inc.from liability for performance of the Lessor's obligations hereunder. Lessee acknowledges that any assignment by Lessor will not materially change Lessee's duties or obligations under the Equipment Schedule nor materially increase the burden or risk imposed on Lessee. Lessee hereby consents to and shall acknowledge such assignment or assignments as shall be designated by written notice to Lessee by Lesson Lessee further covenants and agrees that: [a] Any such Secured Party or Assignee shall have and be entitled to exercise any and all discretions,rights and powers of Lessor under 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 other than Lessor's obligations under Section 4.1 [a]; [b]Lessee shall pay directly to the Secured Party or Assignee all Monthly Rental and all other sums due upon receipt of notice of any assignment and of instructions to do so; Town of Westlake CSI LEASING, INC. Master Lease No.300907 April 25,2019 9990 Old Olive Street Road,Suite 101 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 pay the Monthly Rental and any and all other amounts payable under the Equipment Schedule by Lessee shall be absolute and unconditional and shall not be subject to any abatement,reduction, recoupment,defense,setoff,or counterclaim available to Lessee against Lessor for any reason whatsoever;and [d]Only one executed counterpart of any Equipment Schedule shall be marked"Original";any other executed counterparts shall be marked"Non- original"or"Copy".No security interest in any Equipment Schedule may be created through the transfer and possession of any counterpart other than the "Original". 14. EVENTS OF DEFAULT The occurrence of any 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 Monthly Rental,or any other amount due hereunder,on or before the date the same is due and such failure continues for a period of ten[10]days after receipt of written notice thereof from Lessor.If Lessee pays the unpaid Monthly Rental or other amounts due following receipt of the written notice,and then,within six months following Lessee's payment,subsequently fails to pay Monthly Rental or any other amount due on or before the due date,then Lessor may,without additional notice,consider such failure an Event of Default and proceed to exercise the remedies set forth in Section 15 below. [b] Any financial statements or information or any other representation or warranty given to Lessor 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 any other term,condition,obligation,agreement or covenant set forth herein,and such failure continues for a period of ten[10]days after receipt of written notice thereof from Lessor; [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 any of the foregoing,or suffers or permits any of the foregoing to occur except as expressly permitted herein. [e]Lessee ceases operating as a going concern,or it or its electors or governing body take any action looking to its dissolution or liquidation. [f]The entry of an order for relief under the United States federal bankruptcy laws or the entry of any other decree or order by a court having jurisdiction in the premises adjudging the Lessee a bankrupt or insolvent,or approving as properly filed a petition seeking reorganization,arrangement,adjustment or composition of or in respect of the Lessee under the United States federal bankruptcy laws or any other applicable federal or state law,or appointing a receiver, liquidator,assignee,trustee,custodian,scquestrator[or other similar official]of the Lessee or of any substantial part of its property,or the ordering,the winding up or liquidation of its affairs,and the continuance 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 voluntary case under the United States federal bankruptcy laws,or the institution by the Lessee of proceedings to be adjudicated a bankrupt or insolvent,or the consent by it to the institution of bankruptcy or insolvency proceedings against it,or the filing by it of a petition or answer or consent seeking reorganization,an arrangement with creditors or an order for relief under the United States federal bankruptcy laws or any other applicable federal or state law,or the consent by it to the filing of any such petition or to the appointment of a receiver,liquidator,assignee,trustee, custodian,scquestrator[or other similar official]of the Lessee or of any substantial 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 Lessor,the taking of corporate action by the Lessee in furtherance of any such action. [h]The occurrence of any event described in subsections[b],[c],[a or[g]of this Section with respect to a guarantor of Lessee,or,if the guarantor is an individual,the death of such guarantor. 15. REMEDIES 15.1 EXPRESS REMEDIES: If an Event of Default occurs,Lessor may,at its option,do any or all of the following: [a]proceed by appropriate court action or actions either at law or in equity to enforce performance by Lessee of the relevant Equipment Schedule, and the covenants and terms of this Master Lease to the extent it pertains to such Equipment Schedule,and to recover from Lessee any and all damages or expenses,including reasonable attorneys' fees,which Lessor shall have sustained or incurred by reason of the Event of Default or on account of Lessors enforcement of its remedies hereunder,or [b]by notice to Lessee,declare immediately due and payable all monies to be paid by Lessee during the then current fiscal year,as liquidated damages,and not as a penalty,and Lessor shall have the right,to the extent permitted by law,to[i]recover all monies so declared due and payable,discounted to the date of payment at the rate of 49/6 per annum,or one-half of the then-prevailing prime interest rate charged by principal New York banks,whichever is less,as liquidated damages,and not as a penalty;[u]recover all other amounts which are due or which become due under the Equipment Schedule;[iii]cancel Lessee's right to possession[but not Lessee's obligations under the relevant Equipment Schedule and this Master Lease]and to retake immediate possession of the Equipment without any process of law and for such purpose Lessor may enter upon premises where the Equipment may be located and may remove the same therefrom without notice,and without being liable to Lessee therefor,except that Lessor shall be liable for damages resulting from the negligence of Lessor, Lessor's assignee or their respective agents and representatives in any such entry or repossession;and[iv]pursue any other remedy permitted by law or equity. In addition,Lessor shall be entitled to recover all expenses,including reasonable attorneys'fees,that Lessor shall have incurred or may incur by reason of the Event of Default or on account of Lessors enforcement or defense of its rights or remedies under this Master Lease or an Equipment Schedule.The possibility of a re-lease or resale under Section 15.2 shall not excuse prompt payment in full by Lessee under this Section 15.1. 15.2 RE-LEASE OR RESALE: If Lessor retakes possession of any Unit,Lessor shall sell or lease each Unit with the privilege of becoming the purchaser thereof,at public or private sale,for cash or on credit. Lessee's share of the proceeds of any such sale or lease["Lessee's Share"]shall be the lesser of[x],the amount by which the Re-Lease Proceeds or the Resale Proceeds of such Unit exceed the Remarketing Costs of such Unit,and[y],the amount payable by Lessee to Lessor pursuant to Section 15.1 [b][i]above with respect to such Unit. Lessor shall credit Lessee's Share against all amounts owed by Lessee to Lessor under Section 15.1 or otherwise and the remainder of Lessee's Share,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,the following definitions shall apply: [a]The"Re-Lease Proceeds"of a Unit shall mean the present value[discounted to the date of payment using the interest rate at which Lessor has non-recourse financing or a non-recourse financing commitment with respect to the re-lease]of the monthly rental payments for the Unit under a re-lease to a third party,taking into account only those monthly rental payments under the re-lease which are payable on or before the last day of the Initial Term or the last day of any extended term then in effect with respect to the Unit under the Equipment Schedule. If the re-lease is not financeable,the Re-Lease Proceeds shall be the monthly rental payments for such period as received. Town of Westlake CSI LEASING, INC. Master Lease No.300907 9990 Old Olive Street Road,Suite 101 April 25,Page No.5 of 5 of 9 Saint Louis,Missouri 63141 Page Tel: 1-800-955-0960 or 314-997-7010 Fax: 314-997-7844 Res WA 19-07 www.esileasing.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 fair market value of the Unit at the end of the Initial Term or at the end of any extended term then in effect with respect to the Unit under this Master Lease. [c] The term"Remarketing Costs"of a Unit shall mean all expenses incurred directly or indirectly by Lessor in re-leasing or selling the Unit and in obtaining a financing commitment in the case of a re-lease of a Unit,including,without limitation,reasonable 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 from the Lessee and transportation,installation,refurbishing,reconditioning and storage charges. 15.3 NO WAIVER: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 other obligation.The subsequent acceptance of rental payments hereunder by Lessor shall not be deemed a waiver of any prior existing breach by Lessee regardless of Lessors knowledge of such prior existing breach at the time of acceptance of such rental payments. 15.4 CUMULATION:To the extent permitted by law,the above remedies shall be deemed cumulative and may be exercised successively or concurrently. 16.PERFORMANCE AND EXECUTION Lessee represents and warrants to Lessor[i]that the execution and performance of this Master Lease and each Equipment Schedule have been duly authorized by Lessee and that upon execution by Lessee and Lessor this Master Lease and each Equipment Schedule will constitute a valid obligation binding upon,and enforceable against,Lessee in accordance with the terms of the Master Lease and each Equipment Schedule;[ii)that neither the execution of this Master Lease or any Equipment Schedule nor the due performance thereof by Lessee will result in any breach of,or constitute any default under or violation of, any agreement to which Lessee is a party or by which any interest of Lessee may be affected;[iiij that Lessee is a political subdivision of the State of duly organized and existing under the Constitution and laws of the state.;[iv)the persons 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 connection with negotiations concerning one or more Equipment Schedules were,when furnished,and remain at the time of execution 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,[vi]the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority; and[vii]all payments due and to become due during Lessee's current fiscal year are within the fiscal budget of such year,and are included within an unrestricted and unencumbered appropriation currently available for the lease the Equipment;[v4 Lessee has never non-appropriated funds under an agreement similar to this Master Lease or an Equipment Schedule;fix]Lessee presently intends to continue each Lease for the Initial Term set forth on an Equipment Schedule and any renewal term.The official of the Lessee responsible for budget preparation will include in the budget request for each fiscal year the Monthly Rental payments to become due in such fiscal year,and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay the Monthly Rental payments coming due therein.Lessee reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose;and[x]Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Master Lease and each Equipment Schedule. 17.ADDITIONAL DOCUMENTATION Lessee shall promptly deliver to Lessor the documentation fisted below which may from time to time be requested by Lessor. If such a request is made prior to the delivery of any Unit,receipt of such documentation shall be a condition precedent to Lessors obligation to deliver such Unit: [a] financial information including,without limitation,a copy of Lessee's financial statements for Lessee's three prior fiscal years,certified by independent certified public accountants and such other current financial information representing the financial condition and operations of Lessee as Lessor may from time to time reasonably request; [b]certified copies of the resolutions of the governing body of Lessee,duly authorizing or ratifying this Master Lease or any Equipment Schedule executed hereunder; [c] an opinion of counsel for Lessee as to the matters set forth in Paragraph 16.[i through iv)above,and as to such other matters as Lessor may reasonably request, [d]a certificate of incumbency setting forth names and signatures of those persons authorized to execute this Master Lease or any Equipment Schedule on behalf of Lessee; [e]landlord's and/or mortgagee's waiver,in form and substance satisfactory to any Assignee or Secured Party,from any landlord or mortgagee of any premises upon which any Unit is located; [t]such document confirming the execution of the Master Lease and any Equipment Schedule necessary or desirable to effect an assignment,to perfect an interest of Lessor,a Secured Party or Assignee,or for such other purpose relating to the Master Lease and/or any Equipment Schedule or to an assignment as Lessor may reasonably request. Lessee hereby authorizes Lessor to file precautionary Uniform Commercial Code financing statements in connection with each Equipment Schedule showing the interest of Lessor,and any Assignee or Secured Party in the Equipment as appropriate. 18. SMARTTRACK SCHEDULES The parties may enter into an Equipment Schedule for the leasing of an open quantity of PCs and similar information technology equipment that install over a specified period of time(hereinafter also referred to as a'SmartTrack Schedule"or"SmartTrack Lease.') The following terms and conditions shall apply to SmartTrack Schedules. If there is a conflict between the terms of this Section 18 and other terms of this Master Lease,this Section 18 will control with respect to SmartTrack Schedules. 18.1 QUANTITIES;LESSOR'S PURCHASE OF EQUIPMENT: The Total Cost of the SmartTrack Schedule(hardware,software license fees and other costs)will be listed in each SmartTrack Schedule,along with a list of Equipment and an installation period.As Lessee determines the quantities of Equipment it requires,Lessee shall have the applicable vendor send to Lessor invoices,addressed to Lessor as buyer,which reference the SmartTrack Schedule and specify machine type(s),quantities,equipment location(s),sales price and serial number(s)of the Units ordered by Lessee,or by Lessor on Lessee's request. On receipt of each properly prepared invoice,Lessor will remit the sales price to the vendor. If Lessee wants the SmartTrack Schedule to cover costs greater than the cost fisted,Lessor,in its sole discretion,may pay the additional cost. Lessor is not liable for any failure or delay in delivery caused by vendors or any other party or condition not within Lessors control.If any of the Units of Equipment have not been delivered and accepted by Lessee before the last day of the installation period set forth in the SmartTrack Schedule,Lessor shall have no obligation to lease those Units to Lessee and Lessee shall purchase such Units from Lessor within five(5)days after Lessors request to do so,for a price equal to Lessors cost of such Units plus any applicable sales tax on such sale,along with all accrued but unpaid Daily Rental thereon. Town ofWestlake CSI LEASING, INC. Master Lease No.300907 April 25,2019 9990 Old Olive Street Road,Suite 101 Page No.6 of 9 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 o r 314-997-7010 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com 18.2 INITIAL TERM: The Initial Term will be set forth in each SmartTrack Schedule. On the fast day of the Initial Term,or as soon thereafter as is reasonably practicable,Lessee shall execute a Certificate of Acceptance for the SmartTrack Schedule,which Certificate verifies the actual quantities 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. 18.3 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 by the Unit's cost(exclusive of sales tax).Lessee shall pay to Lessor Daily Rental as set forth in Section 3 of this Master Lease for each Unit of Equipment for each day from,and including,its Commencement Date through,but not including,the fuse day of the Initial Term. Daily Rental shall be due in a lump sum on the first day of the Initial Term. 18.4 SOFTWARE LICENSE FEES AND OTHER COSTS: In consideration of Lessee's entering into a SmartTrack Schedule,Lessor 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 behalf. Lessee shall reimburse Lessor for such costs by O making a monthly payment to Lessor 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 daily charge equal to one-thirtieth of the Soft Cost Factor set forth in the SmartTrack Schedule times the cost of the software license fee or other cost for each day from and including the Commencement Date of the Unit of Equipment to which the Soft Cost is assigned,through,but not including the first day of the Initial Term,such total daily charges to be paid in a lump sum on the fast day of the Initial Term. The total amount of software license fees and other costs will not exceed a certain percentage,set forth in the SmartTrack Schedule,of the Total Cost of the SmartTrack Schedule,without Lessors prior written consent. Because Lessor makes payments as invoices are received throughout the installation period,the percent of software license fees and other costs to the Total Cost of the SmartTrack Schedule is generally not known until the final reconciliation of the SmartTrack Schedule. If Lessor determines that the total amount of software license fees and other costs exceed the specified percentage,Lessor shall have the option to exclude the excess software license fees and other costs from the SmartTrack Schedule and Lessee agrees to reimburse Lessor for such amounts. 18.5 STIPULATED LOSS VALUE: The Stipulated Loss Value Schedule is set forth below.Because the actual quantities of Equipment on each SmartTrack Schedule are unknown until the Certificate of Acceptance is prepared,a specific dollar amount Base Value will be set forth in the Certificate of Acceptance.Prior to the time the Certificate of Acceptance is prepared,the Stipulated Loss Value will be equal to the cost of the Equipment times the applicable percentage set forth in the Stipulated Loss Value Schedule. MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS VALUE(PERCENT VALUE(PERCENT VALUE(PERCENT PAYMENTS MADE OF BASE VALUE PAYMENTS MADE OF BASE VALUE PAYMENTS MADE OF BASE VALUE 0 110.0% 13 80.0% 25 54.9% 1 107.6 14 77.7 26 53.0 2 105.3 15 75.6 27 51.1 3 102.9 16 73.4 28 49.3 4 100.6 17 71.2 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 42.2 8 91.3 21 62.9 33 40.5 9 89.0 22 60,8 34 38.9 10 86.7 23 58.8 35 37.3 I 1 84.4 24 56.9 36 and 35.0 12 82.2 thereafter In the event of a loss of less than all of the Equipment listed on a SmartTrack Schedule, the Stipulated Loss Value shall be allocated to the Units lost in the same proportion as the Monthly Rental per Unit for the lost Units bears to the Monthly Rental for all Units listed on the SmartTrack Schedule. 19.GENERAL 19.1 TITLE: This Master Lease is intended to be a true lease and not a lease intended as security or lease in the nature of a security interest.Lessee shall,at its expense,protect and defend Lessor's title to the Equipment and the interest of any Assignee or Secured Party against all persons claiming against or through Lessee.Lessee shall keep and maintain the Equipment and this Master Lease free and clear of all liens and encumbrances[other than those placed on the same by Lessor and the hens for current taxes not yet payable]. 19.2 FIXTURES: Lessee will not affix any Unit of the Equipment to any real property if,as a result thereof,the Unit will become a fixture under applicable law. 19.3 ENTIRE AGREEMENT: This Master Lease [together with all Equipment Schedules and attachments hereto] constitutes the entire agreement between Lessor and Lessee,and no provision hereof may be amended or modified except in writing signed by Lessor and Lessee.Any purchase order issued by Lessee will serve only to satisfy Lessee's internal recordkeeping purposes and does not supersede,modify or serve as a counter-offer to the terms and conditions in this Master Lease or any Equipment Schedule.NO PROVISION OF THIS AGREEMENT MAY BE WAIVED EXCEPT IN WRITING SIGNED BY THE PARTY FROM WHOM SUCH WAIVER IS SOUGHT,AND ANY SUCH WAIVER SHALL BE EFFECTIVE ONLY IN TI-IE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN.LESSOR AND LESSEE EACH AGREE TO WAIVE AND TO TAKE ALL REQUIRED STEPS TO WAIVE ALL RIGITS TO A JURY TRIAL. LESSEE'S INITIALS: Town of Westlake CSI LEASING, INC. Master Lease No. 300907 April 25,2019 9990 Old Olive Street Road,Suite 101 Saint Louis,Missouri 63141 Page No.7 of 9 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 writing and shall be delivered in person,or sent by registered or certified mail,or delivered by overnight carrier or facsimile,properly addressed to the street address or fax number of the party set forth hereafter. If to Lessor. CSI LEASING,INC. ATTN: LEGAL DEPARTMENT 9990 OLD OLIVE STREET ROAD,SUITE 101 ST.LOUIS,MO 63141 USA FAX 314-997-7844 If to Lessee: TOWN OF WESTLAKE 1500 SOLANA BOULEVARD,BLDG.7,SUITE 7200 WESTLAKE,TEXAS 76262 ATTENTION: -J bYl Pmcc Delivery shall be deemed received as of the date described as the delivery date in the delivery receipt.Either party may change its address for notice purposes by notifying the other party in the manner aforesaid of such change. Lessee shall also send copies of all notices sent to Lessor, to Secured Party,or Assignee[if any]. 19.5 SEVERABILITY: Any provision hereof prohibited by,or unlawful or unenforceable under,any applicable law of any jurisdiction shall be ineffective as to such jurisdiction without invalidating the remaining provisions of this Master Lease provided,however,that where the provisions of any such applicable law may be waived,they are hereby waived by Lessee and Lessor 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 TEXAS. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE WILL BE CONFERRED ON LESSEE UNLESS EXPRESSLY GRANTED IN THIS MASTER LEASE OR AN EQUIPMENT SCHEDULE AND TO THE EXTENT PERMITTED BY LAW,LESSEE WAIVES ALL RIGI-ITS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE(SECTIONS 508-522)INCLUDING BUT NOT LIMITED TO LESSEE'S RIGI-ITS 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 by Lessor at its home office. 19.7 PERFORMANCE OF LESSEE'S OBLIGATIONS: If Lessee shall fail to make any 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 payment 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 Lessee's obligations. LESSEE MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS,EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 12 OF THIS MASTER LEASE. 19.8 SURVIVAL: All representations,warranties,indemnities,and covenants contained in this Master Lease and in any Equipment Schedule,which by their nature would continue beyond the termination,cancellation or expiration of the Equipment Schedule,including,by way of illustration only 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 hereunder or the termination of Lessee's right to possession of any Unit. 19.9 HEADINGS: Headings and captions are for convenience of reference only and shall not be construed as part of the Master Lease. 19.10 OVERDUE PAYMENTS: Any Monthly Rental due Lessor under an Equipment Schedule,if not paid by the fifth day of the month in which payment became due,shall accrue interest from the due date until paid at a rate equal to one and one-half percent per month, or the maximum rate permissible by law,whichever is lower. Unless otherwise stated herein,any other amounts payable to Lessor by Lessee under this Master Lease are due and payable within fifteen [15] days after the billing date,and,if not paid on or before such due date,shall accrue interest from the due date until paid at a rate equal to one and one-half percent per month,or the maximum rate permitted by law, whichever is lower. Any judgment entered on any amounts owed under this Master Lease or an Equipment Schedule shall accrue 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. 19.11 CONSENT OR APPROVAL: With respect to any provision herein which calls for the consent or approval of a party,such consent or approval shall not be unreasonably withheld. 19.12 DELIVERY FOR EXAMINATION: Submission of the form of this Master Lease for examination shall not bind Lessor in any manner,and no obligations shall arise until this instrument is signed by both Lessor and Lessee. 19.13 TERMS IN EQUIPMENT SCHEDULES: If the provisions of any Equipment Schedule are inconsistent with the provisions of this Master Lease,then the provisions of such Equipment Schedule shall control. 19.14 NON-APPROPRIATION OF FUNDS:Notwithstanding anything contained in this Master Lease to the contrary,in the event no funds or insufficient funds are appropriated or budgeted in any fiscal period for the intended use of the Equipment and for the Monthly Rental due under an Equipment Schedule, Lessee will immediately notify Lessor or its assignee of such occurrence, and the applicable Town of Westlake CSI LEASING, INC. Master Lease 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 terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever,except as to the portions of Monthly Rental payments therein agreed upon for 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 location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing,and to the extent permitted by law, Lessee agrees that it will not cancel an Equipment Schedule under the provisions of this Section if any funds are appropriated to it,or by it,for the intended use of the Equipment for the period in which such termination occurs or the next succeeding fiscal period thereafter. At least thirty (30)days prior to the end of Lessee's fiscal year,Lessee's chief executive officer(or legal counsel)shall certify in writing that(a)funds have 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)Lessee has exhausted all funds legally available for the payment of the Monthly Rental. LESSOR: LESSEE: CSI LEASING,INC. TOWN OF WESTLAKE l ' Signature: Signature: Printed Name: Printed Name: ®t,,Q �c^ Title: Title: &,)n 1 V4I Y3P 1 Date: Date: 51�ra �q (Please initial section 19.3) 300907-000REV5-10?019(sms).docx Town of Westlake CSI LEASING, INC. Master Lease No.300907 April 25,2019 9990 Old Olive Street Road,Suite 101 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 Apple Inc. Education Price Quote Customer: Jason Power Apple Inc: Gram Swindler WESTLAKE ACADEMY 5505 W Parmer Lane Phone: 8174905750 Bldg 7 email:Jpower@westlakeacademy.org Austin,TX 78727-6524 Phone: +1-512-6748155 email: gswindler@apple.com Apple Quote: 2205523554 Quote Date: Monday, May 20, 2019 Quote Valid Until: Sunday,June 16, 2019 Quote Comments: Please reference Apple Quote number on your Purchase Order. Unit Discount Unit Extended # Product Description PN VQt y List Price per Unit Discounted Discounted Price Price AM 1 13-inch MacBook Air: 1.6GHz dual-core Intel Core 110 $1,329.00 $53.00 $1,276.00 $140,360.00 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 • 065-C66T KEYBOARD,B,J140 • 065-C74V Accessory Kit 2 AppleCare+for MacBook/MacBook Air 110 $183.00 $0.00 $183.00 $20,130.00 Part Number S6125LL/A 3 Apple TV 41K 32GB 50 $179.00 $0.00 $179.00 $8,950.00 Part Number MQD22LL/A 4 Jamf Pro iOS/tvOS(EDU)Subscription License(3 950 $18.00 $0.00 $18.00 $17,100.00 Year) (>10K licenses) Part Number HLX02LL/A 5 Jamf Pro macOS(EDU)Subscription License (3 Year) 290 $36.00 $0.00 $36.00 $10,440.00 (>10K licenses) Part Number HLX22LL/A 6 Jamf Pro 1OS/tvOS(EDU)Subscription License(3 40 $18.00 $0.00 $18.00 $720.00 Year) (>10K licenses) Part Number HLX02LL/A 7 JAMF CONNECT- CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40 Part Number HMY92LL/A 8 JAMF CONNECT-CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40 Part Number HMY92LL/A 9 JAMF CONNECT- CUSTOM-USA 290 $3.36 $0.00 $3.36 $974.40 Part Number HMY92LL/A 10 iPad Bundle:Space Gray(10-pack) - Offer requires 110 $3,500.00 $0.00 $3,500.00 $385,000.00 a minimum of ten 10-packs Part Number BNZD2LL/A iPad Wi-Fi 32GB-Space Gray Part Number: MR8A2LL/A Quantity: 1,100 Logitech Rugged Combo 2 for iPad(5th and 6th generation)-Blue Part Number: HM6T2VC/A Quantity: 1,100 Extended EDU List Price Total $591,453.20 Total Discount $5,830.00 Extended Discounted Price Subtotal $585,623.20 -Additional Tax $0.00 - Estimated Tax $0.00 Extended Discounted Total Price* $585,623.20 *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 2205523554. 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 contracts@apple.com. B. B.ALL SALES ARE FINAL.PLEASE REVIEW RETURN POLICY BELOW IF YOU HAVE ANY QUESTIONS. IF YOU 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 BEAT 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 I Privacy Policy_ Return Policy_ Copyright©2016 Apple Inc.All rights reserved. Document rev 10.6.1 Date of last revision -June 20th, 2016 BOYLE & LOWRY, L .L.P . JOHN F. BOYLE, JR. ATTORNEYS AND COUNSELORS (972) 650-7100 L. STANTON LOwRY 4201 WINGREN DRIVE, SUITE 108 Fax: (972) 650-7105 MATTHEW C. G. BOYLE IRVING, TEXAS 75062-2763 MATTHEW L. BUTLER Writer's Direct Line: SAMUEL D. HAwK www.boyle-lowry.com (972) 650-7103 LisAH. ToMAsELLi* &mail : mbutler@boyle-lowry.com *OF COUNSEL EAST TEXAS OFFICE: P. O. BOX 855 MT. VERNON, TEXAS 75457 (972) 742-6580 May 28 , 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 Westlake 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, statutory 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. i 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. 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. T The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law. 8 . The Agreement is in full conformity with all laws relating to usury applicable thereto . 9 . The Uniform Commercial Code, as adopted in Texas, will govern the method of perfecting Lessor' s security interest 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 retained 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, BOYLE & LOWRY, L.L.P . Az "41, Matthew L . Butler Assistant Town Attorney Resolution WA IM7 Page 2 of 2 CSI LEASING ORIGINAL Ilu pu�`dE'r of E iF;t 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 April 25, 2019 between Lessor and Town of Westlake are hereby incorporated herein and made a part hereof. 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 C 300907A") in order to distinguish the leases entered into by Westlake Academy. 1. 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. EciuipmenC 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 175); Handheld Scanners(Zebra and Honeywell/Intermec); Video Conferencing Equipment(Cisco(Spark and standalone telepresence),Polycom, Microsoft and Google) Small Servers,Blade Servers(including Cisco UCS)and Workstations(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); CloudGenix SD-WAN; Miscellaneous standalone hardware with its own serial number,e.g. Scanners Miscellaneous hardware without its own serial number or a relation to other Units on this .08944 times Unit cost Lease(e.g.Cards,Memory,Modems) 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 1 of 4 9990 Old Olive Street Road, Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/76355994 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com ORIGINAL 4. Installation Date: May 1,2019 through September 1,2019, 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. Quarterly Rental; Daily Mental: 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 "Quarterly Rental","quarterly" and"one-ninetieth,"respectively. b) Lessee shall pay to Lessor Daily Rental equal to 1/90`h 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, )iLtps://www-.theice.com/marketdata/Tepurts/I Series/Run USD Rates 1100 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 92.2 5 75-6 6 69.1 7 62.9 8 56.9 9 51.1 10 45.'7 I 1 •10.5 12 a1111 Ihc:r ra1[cr 25.0 300907-001REV5-6-2019(knm).d CSI LEASING, INC. Page 2 of 4 9990 Old Olive Street Road,Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/763559 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com )RIGINAL 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 shall 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 shall 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 all, 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, or (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 Upgrade: 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 Proper 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. 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 3 of 4 9990 Old Olive Street Road, Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 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. ORinion 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. Financing 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: 5' attire: MIA Y/1 LORRAINE S. CHERRICK EXECUTIVE VICE PRESIDENT �s� Printed Name: �t GENERAL ,,o ��L Printed Name: r Title: --_- --MMt-3 0- -2019- Title: 3 7' Date: Date: CBB/DALL 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 4 of 4 9990 Old Olive Street Road,Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/76355994 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com CSI LEASING ORIGINAL Ilu pu�`dE'r of E iF;t 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 April 25, 2019 between Lessor and Town of Westlake are hereby incorporated herein and made a part hereof. 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 C 300907A") in order to distinguish the leases entered into by Westlake Academy. 1. 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. EciuipmenC 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 175); Handheld Scanners(Zebra and Honeywell/Intermec); Video Conferencing Equipment(Cisco(Spark and standalone telepresence),Polycom, Microsoft and Google) Small Servers,Blade Servers(including Cisco UCS)and Workstations(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); CloudGenix SD-WAN; Miscellaneous standalone hardware with its own serial number,e.g. Scanners Miscellaneous hardware without its own serial number or a relation to other Units on this .08944 times Unit cost Lease(e.g.Cards,Memory,Modems) 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 1 of 4 9990 Old Olive Street Road, Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/76355994 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com ORIGINAL 4. Installation Date: May 1,2019 through September 1,2019, 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. Quarterly Rental; Daily Mental: 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 "Quarterly Rental","quarterly" and"one-ninetieth,"respectively. b) Lessee shall pay to Lessor Daily Rental equal to 1/90`h 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, )iLtps://www-.theice.com/marketdata/Tepurts/I Series/Run USD Rates 1100 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 92.2 5 75-6 6 69.1 7 62.9 8 56.9 9 51.1 10 45.'7 I 1 •10.5 12 a1111 Ihc:r ra1[cr 25.0 300907-001REV5-6-2019(knm).d CSI LEASING, INC. Page 2 of 4 9990 Old Olive Street Road,Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/763559 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com )RIGINAL 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 shall 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 shall 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 all, 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, or (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 Upgrade: 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 Proper 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. 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 3 of 4 9990 Old Olive Street Road, Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 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. ORinion 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. Financing 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: 5' attire: MIA Y/1 LORRAINE S. CHERRICK EXECUTIVE VICE PRESIDENT �s� Printed Name: �t GENERAL ,,o ��L Printed Name: r Title: --_- --MMt-3 0- -2019- Title: 3 7' Date: Date: CBB/DALL 300907-001REV5-6-2019(knm).docx CSI LEASING, INC. Page 4 of 4 9990 Old Olive Street Road,Suite 101 Saint Louis, Missouri 63141 Tel: 1-800-955-0960 or 314-997-7010 91076233/76355994 Fax: 314-997-7844 Res WA 19-07 www.csileasing.com