HomeMy WebLinkAboutRes 22-18 Authorizing the TM/CEO - Superintendent to enter into a lease agreement with CSI Leasing, Inc., for the purchase of technology at WA for a 1 to 1 device initiativeTOWN OF WESTLAKE
RESOLUTION NO.22-18
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
AUTHORIZING THE TOWN MANAGER/CEO - 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, Staff have 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 Town Council 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 TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
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: 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.
SECTION 3: That, the Town Council of the Town of Westlake, hereby approves and
authorizes the Town Manager/CEO - Superintendent to enter inter a lease agreement with CSI
Leasing, Inc.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
Resolution 22-18
Page 1 of 2
PASSED AND APPROVED ON THIS 41h DAY OF April 2022.
ATTEST:
Mary Kaye ,�erindown Secretary
APPROVED AS TO FORM:
Stanton Lowry, Town Attorney
duL/G �/keze
Laura Wheat, Mayor
Aw� !!.k—
Amanda DeGan, Town Manager
m
S
Resolution 22-18
Page 2 of 2
CSI LEASING
the power of experience
SMARTTRACK SCHEDULE NO. 2 dated as of March 30, 2022
ORIGINAL
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Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and conditions of the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 ("300907A") in order to distinguish the leases entered into by
Westlake Academy.
1. Initial Term: The Initial Term is 36 months, starting on July 1, 2022 and expiring on June 30, 2025.
2. Equipment Location: To be provided by Lessee on installation.
3. Equipment:
DESCRIPTION
MONTHLY LEASE RATE
The Equipment must be new and current technolo
FACTOR PER UNIT
Aruba or Juniper Networking Equipment,
.0256 times Unit cost
Cisco IP Telephony Equipment;
Large Servers, including hyperconverged infrastructure units, (Dell, IBM, HP and Lenovo, with a cost greater than
$50,000 per Unit);
POS Terminals
A le MacBooks
.02401 times Unit cost
__Apple TV
.02777 times Unit cost
Notebook PCs and Tablets (Dell, HP, Lenovo, Samsung and Microsoft, with a cost less than $3,500 per Unit);
.02574 times Unit cost
Desktop PCs (Dell, HP and Lenovo, with a cost less than $2,500 per Unit);
Monitors and All -In -One PCs
Pure Storage;
.02603 times Unit cost
Disk Storage (IBM, Network Appliance and HP);
Small Servers, Blade Servers (Cisco, Cisco UCS, Dell, HP, Lenovo with a cost of $2,500 to $50,000 per Unit);
Cisco Networking;
Networking Equipment (Riverbed, Foundry, FS and Arista);
Handheld Scanners (Zebra and Honeywell/Intermec);
Video Conferencing Equipment (Cisco (Spark, Telepresence, and standalone telepresence), Polycom, Microsoft
and Goo le
Workstations and Desktop PCs (Dell, HP and Lenovo, with a cost of $2,500 to $50,000 per Unit);
.02719 times Unit cost
Notebook PCs and Tablets (Dell, HP, Lenovo, Samsung and Microsoft, with a cost of $3,500 to $50,000 per Unit);
Desktop PCs and Notebooks (Panasonic, Toshiba, Acer, Asus, LG);
Ruggedized PCs;
Chromebooks;
Disk Storage (Dell/EMC, HDS, Nimble, Oracle, and Fujitsu);
Network Security/Cloud Products (Cisco, Meraki, Juniper or other approved manufacturers);
Standalone Wireless Access Points
Printers, Multifunction Printers, and Copiers;
.02777 times Unit cost
Desktop PCs and Notebooks (Fujitsu and other approved manufacturers);
Thin Client PCs and Virtual PCs (Dell Wyse);
Disk Storage (Nutanix, Rubrik, Lenovo and other approved manufacturers);
CloudGenix SD -WAN;
Miscellaneous standalone hardware with its own serial number, e.g. scanners, testing and measurement Equipment
Miscellaneous hardware without its own serial number or a relation to other Units on this Lease (e.g. Cards,
.02921 times Unit cost
Memory, Modems
300907-002(ka).docx
Page 1 of 3
12842744
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
www.csileasing.com
ORIGINAL
Installation Date: May 1, 2022 through July 1, 2022, inclusive.
5. Total Cost of the SmartTrack Schedule: The Total Cost of the SmartTrack Schedule is not to exceed $680,000.00
6. Daily Rental: Lessee shall pay to Lessor Daily Rental equal to one -thirtieth of the Monthly Rental for each Unit of Equipment
(including any additional rental for soft costs as specified in paragraph 7 below) for each day from, and including, its Commencement
Date through, but not including, July 1, 2022. Daily Rental will be payable over the term of the Lease, instead of in a lump sum,
and will be calculated as follows. The "lump sum" Daily Rental will be calculated on July 1, 2022, or as soon thereafter as is
reasonably practicable. The Soft Cost Factor (defined in paragraph 7 below) will be multiplied by the "lump sum" Daily Rental and
the result will be the monthly payment for Daily Rental. The resulting monthly payment amount shall then be assigned to Units of
Equipment and will be treated as additional rental for the lease of the Equipment.
7. Software License Fees and Other Costs: The Soft Cost Factor is .02921. 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.
8. Interest Rate Contingency: The Lease Rate and Soft Cost Factors (the "Rate Factors") specified herein are based upon a
three-year year interest rate swap of 1.77% which was published on March 8, 2022. 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 three year
interest rate swap set forth in the Intercontinental Exchange Report Center, https://ww,.v.theice.com/rnarketdita/reports/180,
Series/Run USD Rates 1100 exceeds 1.77%, then the Rate Factors shall be increased by .0001 for each 25 basis points by which the
then current three year interest rate swap exceeds 1.77%. (If the three year interest rate swap is not reported on the Intercontinental
Exchange Report Center, Lessor will use the three year interest rate swap set forth in Barchart,
httns://www.barchart.com/economy/interest-rates. If a three year interest rate swap is not set forth in Barchart, the three year interest
rate swap will be determined by interpolating between the rate swaps for the two tenors set forth in Barchart that are immediately
longer and shorter than a three year tenor.)
9. 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.
10. 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:
10.1 At least twelve months of the Initial Term shall have elapsed;
10.2 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;
10.3 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.
300907-002(ka).docx
Page 2 of 3
12842744
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
www.csileasing.com
ORIGINAL
11. Technolozical 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.
12. Personal Property 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.
13. EPC Services: If requested by Lessee, Lessor's subsidiary, Executive Personal Computers, Inc. ("BPC") 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.
14. 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.
15. Opinion 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.
16. 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 APRIL 6, 2022.
CSI Leasing, Inc. Westlake Academy
Signature:
Printed Name:
Title:
Date:
CBB/DALL
300907-002(ka).docx
Page 3 of 3
12842744
Signature:
Printed Name:
_ems
Title: flLlJnK aG1e�
Date:
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
www.csileasing.com
ESSENTIAL USE/SOURCE OF FUNDS LETTER
RE: SmartTrack Schedule Number 2 to Master Lease Agreement Number 300907, dated March 30, 2022 (collectively, hereinafter
the "Lease") by and between CSI LEASING, INC. ("Lessor") and WESTLAKE ACADEMY ("Lessee")
Ladies and Gentlemen:
This letter confirms and affirms that the Equipment described in the Lease is essential to the function of the undersigned or to the service
we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for the purpose of performing one
or more of our governmental' or proprietary functions consistent with the permissible scope of our authority. Specifically, such Equipment
was s ected by us to be used as follows (please includ any specific department that may be its primary user):
&eh esa;li scU I J s& , I -,�? - Z a)nog rave
Is the equipment replacement, upgrade, additional or new to the department? 1 eP cey IeVL7�
If replacement, how old is the existing equipment? ' V��r
The estimated useful life of such Equipment based upon manufacturer's representations and our projected needs is years.
Our source of funds for payments of the rent due under the Lease for the current fiscal year is 641 irk( FU h
We expect and anticipate adequate funds to available for all future payments f rent ue fter the c rrent fiscal year for the following
reasons: F/f. %� U �, it &1 d p-proyec yahoo l b c4rd ro a/
Have you or do you intend to issue more than $10 million in tax-exempt debt during the current year? /l o
Are you self insured [Yes/No] Iq 0 . If "Yes" please provide details of your self-insurance program including a copy of the
authorizing statute.
LESSEE: Westlake Academy
By: X d4Xa41te&�01 44,,
Name: `/'�l'LLL�
Title: row,
/ /XZPZ
Date:
FEIN: 7�^% J 5-7
300907-002 Essen(ka).docx
JOHN F. BOYLE, JR. t
L. STANTON LowRY
MATTHEw C. G. BOYLE
MATrHEw L. BUTLER
SAMUEL D. HAwK
SARAH E. WALSH
LISA H. TOMASELLI*
CATHY CUNNINGHAM*
t'DECEASED
*OF COUNSEL
BOYLE & LOWRY, L.L.P.
ATTORNEYS AND COUNSELORS
4201 WINGREN DRIVE, SUITE 108
IRVING, TEXAS 75062-2763
CSI Leasing, Inc.
9990 Old Olive Street Road, Suite 101
St. Louis, Missouri 63141
(314)997-7010
Gentlemen:
www.boyle-lowry.com
EAST TEXAS OFFICE:
P. 0. BOX 855
MT. VERNON, TEXAS 75457
(972) 742-6580
April 6, 2022
(972)650-7100
Fax: (972) 650-7105
As counsel for Town of Westlake, Texas ("Lessee"), we have examined a duly executed
original of Equipment Schedule No. 2 to Master Lease Agreement No. 300907 (the "Agreement"),
between Lessee and CSI Leasing, Inc. ("Lessor"), 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. Lessee is a duly created and validly existing state or fully constituted political
subdivision or agency of the State of Texas and 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. The Agreement is a legal, valid and binding obligation of Lessee, enforceable against
Lessee in accordance with its terms. In the event Lessor obtains a judgment against Lessee in money
damages as a result of an event of default under the Agreement, Lessee will be obligated to pay such
judgment.
4. Lessee's name indicated above is its true, correct, and complete legal name.
5. Any applicable public bidding requirements have been met.
6. There are no 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.
7. 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.
8. 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.
9. The Agreement is in full conformity with all laws relating to usury applicable
thereto.
10. 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.
AIL. Stanton Lowry
L. Stanton Lowry
Town Attorney
CSI LEASING
the power of experience
SMARTTRACK SCHEDULE NO.2 dated as of March 30, 2022
LESSOR:
CSI LEASING, INC.
NON -ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy
LESSEE: WESTLAKE ACADEMY
2600 J T Ottinger Road
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 ("300907A") in order to distinguish the leases entered into by
Westlake Academy.
1.
2.
Initial Term: The Initial Term is 36 months, starting on July 1, 2022 and expiring on June 30, 2025.
Etauiament Location: To be provided by Lessee on installation.
Equipment:
DESCRIPTION
MONTHLY LEASE RATE
The Equipment must be new and current technology.)
FACTOR PER UNIT
Aruba or Juniper Networking Equipment;
.0256 times Unit cost
Cisco IP Telephony Equipment;
Large Servers, including hyperconverged infrastructure units, (Dell, IBM, HP and Lenovo, with a cost greater than
$50,000 per Unit);
POS Terminals
Apple MacBooks
.02401 times Unit cost
Annle TV
.02777 times Unit cost
Notebook PCs and Tablets (Dell, HP, Lenovo, Samsung and Microsoft, with a cost less than $3,500 per Unit);
.02574 times Unit cost
Desktop PCs (Dell, HP and Lenovo, with a cost less than $2,500 per Unit);
Monitors and All -In -One PCs
Pure Storage;
.02603 times Unit cost
Disk Storage (IBM, Network Appliance and HP);
Small Servers, Blade Servers (Cisco, Cisco UCS, Dell, HP, Lenovo with a cost of $2,500 to $50,000 per Unit);
Cisco Networking;
Networking Equipment (Riverbed, Foundry, F5 and Arista);
Handheld Scanners (Zebra and Honeywell/Intermec);
Video Conferencing Equipment (Cisco (Spark, Telepresence, and standalone telepresence), Polycom, Microsoft
and Goo le
Workstations and Desktop PCs (Dell, HP and Lenovo, with a cost of $2,500 to $50,000 per Unit);
.02719 times Unit cost
Notebook PCs and Tablets (Dell, HP, Lenovo, Samsung and Microsoft, with a cost of $3,500 to $50,000 per Unit);
Desktop PCs and Notebooks (Panasonic, Toshiba, Acer, Asus, LG);
Ruggedized PCs;
Chromebooks;
Disk Storage (Dell/EMC, HDS, Nimble, Oracle, and Fujitsu);
Network Security/Cloud Products (Cisco, Meraki, Juniper or other approved manufacturers);
Standalone Wireless Access Points
Printers, Multifunction Printers, and Copiers;
.02777 times Unit cost
Desktop PCs and Notebooks (Fujitsu and other approved manufacturers);
Thin Client PCs and Virtual PCs (Dell Wyse);
Disk Storage (Nutanix, Rubrik, Lenovo and other approved manufacturers);
CloudGenix SD -WAN;
Miscellaneous standalone hardware with its own serial number, e.g. scanners testing and measurement Equipment
Miscellaneous hardware without its own serial number or a relation to other Units on this Lease (e.g. Cards,
.02921 times Unit cost
Memory,Modems
300907-002(ka).docx
Page 1 of 3
12842744
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
Fax: 314-997-7844
www.csileasing.com
NON -ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
Installation Date: May 1, 2022 through July 1, 2022, inclusive.
5. Total Cost of the SmartTrack Schedule: The Total Cost of the SmartTrack Schedule is not to exceed $680,000.00
6. Daily Rental: Lessee shall pay to Lessor Daily Rental equal to one -thirtieth of the Monthly Rental for each Unit of Equipment
(including any additional rental for soft costs as specified in paragraph 7 below) for each day from, and including, its Commencement
Date through, but not including, July 1, 2022. Daily Rental will be payable over the term of the Lease, instead of in a lump sum,
and will be calculated as follows. The "lump sum" Daily Rental will be calculated on July 1, 2022, or as soon thereafter as is
reasonably practicable. The Soft Cost Factor (defined in paragraph 7 below) will be multiplied by the "lump sum" Daily Rental and
the result will be the monthly payment for Daily Rental. The resulting monthly payment amount shall then be assigned to Units of
Equipment and will be treated as additional rental for the lease of the Equipment.
7. Software License Fees and Other Costs: The Soft Cost Factor is .02921. 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.
8. Interest Rate Contingency: The Lease Rate and Soft Cost Factors (the "Rate Factors") specified herein are based upon a
three-year year interest rate swap of 1.77% which was published on March 8, 2022. 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 three year
interest rate swap set forth in the Intercontinental Exchange Report Center, https://ww-w.theice.com/marketdata/reports/180,
Series/Run USD Rates 1100 exceeds 1.77%, then the Rate Factors shall be increased by .0001 for each 25 basis points by which the
then current three year interest rate swap exceeds 1.77%. (If the three year interest rate swap is not reported on the Intercontinental
Exchange Report Center, Lessor will use the three year interest rate swap set forth in Barchart,
https://www.barchart.com/economy/interest-rates. If a three year interest rate swap is not set forth in Barchart, the three year interest
rate swap will be determined by interpolating between the rate swaps for the two tenors set forth in Barchart that are immediately
longer and shorter than a three year tenor.)
9. 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.
10. 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:
10.1 At least twelve months of the Initial Term shall have elapsed;
10.2 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;
10.3 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.
300907-002(ka).docx
Page 2 of 3
12842744
CSI LEASING, INC.
9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-966-0960
or 314-997-7010
Fax: 314-997-78"
www.csileasing.com
NON -ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
11. Technoloeical 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.
12. Personal Property 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.
13. 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.
14. 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.
15. Opinion 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.
16. Financine 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 APRIL 6, 2022.
CSI Leasing, Inc. Westlake Academy
Signature: Signature: AAO" kl�4sc,
Printed Name: Printed Name: Qi'l1Qn r/ e-(!97uu
Title: Title:h
Date: Date:
CBB/DALL
300907-002(ka).docx CSI LEASING, INC.
Page 3 of 3 9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or314-997-7010
12842744 Fax: 314-997-7844
www.csileasing.com