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HomeMy WebLinkAboutDocumentation_Regular_Tab 12_05/10/2018 �� ��l�f r ♦� �� � ` � ...... ... .... . . ._..... ___ .._. -._. \ ^\ � fI� h ���F4 �� V � � V ; . ,. \ � � � � .., - - - _ __ �,���� To: Michael R. Couzzo,Jr. Village Manager From: Brad Gomberg Date: 2/28/2018 Re: ALPR Message: The majority of the existing ALPR system has been in operation since 2010. NDI-RS,the manufacturer of the system has become increasingly unresponsive to our issues and excessive turnover in their organization has caused a lack of clarity about their future. I reached out to other NDI-RS customers who universally expressed the same concerns. We currently pay NDI-RS $14,051 annually for maintenance and support. I have done some research into migrating away from the existing system and have determined that we have an attractive alternative. For essentially the same annual investment($14,845.80)on a 5-year municipal lease,we can use a combination of existing infrastructure and new hardware to move the ALPR onto our Genetec surveillance system. We also have the option of appropriating the funds and purchasing the system outright which would save$16633.49. This migration will offer many tangible, long term benefits such as far greater system stability, new state of the art hardware and software for better recognition capability,a single unified interface,and far more robust reporting mechanisms.This proposal is based off of the Osceola County Purchasing Contract and I can accommodate the additional $800 in my 2018 PD budget. It is my recommendation that we immediately move forward with replacement of the existing system.There are two options for purchase described below. 5 Year Lease ($1 Buyout)- $14845.80 Annually($74,229 Total) Appropriate and Purchase- $57,595.51 Total Thank you, Brad Gomberg IT Director � For: �'�������� Brad Gomberg Village of Tequesta � P O W E R E D B Y .f�ll��p► 357 Tequesta Dr O Tequesta, FL 33469 VoT - ALPR Conversion w-New Poles & lYr Warranty 01/02/2018 , .. . . .- � _____. ,�nr�,, •�w •,;..,,-. a i �� z�a�-�� - - ��d� . � � ;`\ . .� .i .� �� "�� _ ' ��i�'•i h � .: �'.�,.a. _ ` C'�'� t'F �� Nt. . � _ _ ,�r�` _ _ � f,� �� �y . -�_ . . �r� ,_ . .� .��.�� � �� ' �' _ .L , � 1 i _ � , si _w.,� . I ��• � -.'q �'`� .. Y., '��� �`� ' � ,. '" � y � '�� y� � , � ;? - � `-.- �^' _ ���� �� >� . . -� ����, � - .. ",� � �elM. � � ' 'C,:.. -�i - .,�: - �� 'w' :� � � �,-_.- - - -' ,-�. �� _ __.b. � `� 4 � � .'� y � ',� C`.` - x``�R. � . � 1 �� .'� �R� I�� ,�ati.�'\ ���a� . � ;:.qA\�5:,"IP..,11l1! '� R tS � ra '.idM��� _. � _�s,w,.._. � l � _ �,.i ,�.e. '+�+a!,, . ' � Z .-�r---" --�,.:arr��i�'t��.--.�. r� a.. Proposal:16613-4-0 Presented By: Andrew Bowman 317 Northlake Blvd. Suite 1020 Altamonte Springs, FL 32701 _.� .a �� .t,� ��� � �� .<�yc� _ :��� _�c�_ ���_=� �cr,��. " �� _� �� ����nU ��on[��ns Cac=>.��___ _ _. , _ __ or cont�dential commeraal or finanaal �nrormaUon. Such data shall be used or d�sclosed oniy ror evalua[ion purposes, provided that if a contract is awarded[o this proposer as a result of or in connec[ion with the submission of this proposal, [he Customer shall have the right to use or disclose[he data herein to[he exten[provided in the contract.This restriction does not limit the Customer s right to use or disdose data ob[ained wrthout restndion Prom any source, including[he proposer. y �it+� ecure � POWERED BY� �A 16613-4-0 Project Scope ��z�zo�s Our scope includes the below items with a checkmark next to them: ❑ Shop Drawings & Submittals 0 Uninterruptible Power Supplies ❑ Permits & Inspections 0 Structured Cabling (CAT6) &Terminations ❑ As-Built Drawings & O&M Manuals ❑ Fiber Optic Cabling &Terminations 0 End-User Training ❑ Fiber Patch Panels/Media Converters ❑ Man Lifts or Scaffolds 0 CCN System Software/Licenses � Demolition of Existing Hardware/Wiring � CCTV System Software Maintenance Agreement ❑ 120VAC Power Wiring &Conduit ❑ CCTV System Servers/Archivers ❑ Underground Conduits &Junction Boxes ❑ CCTV System Workstations [.7J Above Ground Conduits &Junction Boxes ❑ Access Control System Software/Licenses � Terminal Cabinets/Equipment Enclosures ❑ Access Control System Software Maintenance Agreement [J� Installation of Field Devices ❑ Door Locking Hardware 0 Installation of System Cable/Wiring ❑ Door Lock Power Supplies 0 Surge Suppression ❑ Door/Frame Preparation ❑ Network Equipment Racks 0 Sales/Use Tax � Network Switches ❑ Performance/Payment Bonds The scope of this proposal is to retrofit an existing NDI mobile ALPR solution with a Genetec Sharp X Mobile solution. The proposal also includes replacing 6 existing NDI fixed ALPR units with Sharp V appliances. The fixed retrofit will require POE+ power source and hardened switches in order to connect to the existing WAN network connections. This hardware, along with battery-backup power supplies, are included in the bill of material. Clarifications: • The existing ALPR enclosures and equipment pads on Tequesta Drive will be removed and replaced with concrete poles (one on each side of the road) to allow the ALPR cameras to be installed out of reach. • MS SQL SVR 2008 is not included but is required if more than lOGB retention is required for extended plate retention (if applicable) • Allow 6-12 weeks delivery for cameras. • No extended warranty or advance replacement service has been included with this proposal. Any warranty issues with cameras or processing hardware will be administered via Genetec's standard warranty and service process. • In-vehicle PC is required to run Patroller software (provided by Village PD). • It is assumed that AutoVu Standard server role will be installed and running on the existing Genetec ecosystem. • This proposal has been prepared in compliance with a piggy-back of the Osceola County, FL Continuing Services agreement. The following sections are not included in total of the quote, but can be added in if requested: Site Secure, LLC. � 317 Northlake Blvd. Suite 1020 Altamonte Springs, FL 32701 � P: 407 328-5220 www.sitesecure.com z EC 00000011 �y �it� ecure � �Y POWERED BY� ��. Miller - Preventive Maintenance (not included) will consist of a requested site visits and/or Remote Support (as desired) for up to 25 hour on a 1 year basis. Cost per year: Add $3,600.00 Preventive Maintenance Scope: • Troubleshooting • Clean, Focus & adjust field of view • Verify any hardware issues • Re-terminate System Wiring as required • Maintain & Update software/firmware for the cameras and/or Genetec Software Site Secure, LLC. � 317 Northlake Blvd. Suite 1020 Altamonte Springs, FL 32701 � P: 407 328-5220 www.sitesecure.com 3 EC 00000011 � �it��ecure � POWERED BY .NIIE . �r' 16613-4-0 Bill Of Material i�z�zois - . . - � _ , 3 Altronix NetWay4EWPX NetWay outdoor POE+ hardened switch/UPS with f ti�E;.54 �1,8I9.62 1Gb SFP port and integrated 4 port switch, configurable for 4x30W (POE+) or 2x60W(Hi-POE), LinQ connectivity, fits 4x4ah batteries 3 Altronix PMK1 Pole Mount Kit for NetWay4EWP enclosures 87.74 $263.22 3 Comnet SFP-1-2611 Modules, SFP, Copper, 10/ 100/ 1000 MBPS, RJ-45 116.86 $350.58 Communication Prod u cts 12 ELK Products 12V5AH Battery, 12volt 5 amp hour 11.07 $132.84 6 Genetec AU-K-V-GENERIC-LC AutoVu SharpV GENERIC Camera Kit which includes: 4,348.41 $26,090.46 GENERIC SharpV Dual (LPR and Context) , mounting bracket and Sharp Camera Connection (POE+ Required. Cabie not included). CUSTOMER MAY NOT PLACE A PO WITH THIS PART. Sub-Contractors for: Fixed ALPR • � - . . 1.00 SubContractor Install $3,388.89 $3,388.89 . . � , - - � «; � - 6,961.15 6,961.15 1 Genetec AU-K-Psx,;-f3A`�� AutoVu Sharpk 1"r,�le ���se kil� indudes «irain ���� $ processing unit, wiring, GPS, in-vehicle mapping and in-vehicle Patroller license. (For 3 cameras XGA. Cameras not included) 3 Genetec AU-XS-XGA-GENERIC Generic Sharp XS XGA camera (camera only, no 2,713.15 $8,139.45 accessories) : This part number is used for budget purposes only. Exact part number is dependent on illumination and lens chosen at time of issuance of purchase order (PO). * Black Sharp cameras are special order, please enquire about lead time. 3 Genetec AU-H-XMNT-WHELENCO MOBILE - SharpX Code3 or Whelen light bar bracket 190.03 $570.09 DE3 - White: light bar make, model and P/N required (sold per camera) . - - . • ,� ;, 1 Genetec GSC-�1v � GSC AutoVu ���ridar�J ��a�kaye, ln�lu�Jc� �t�cur�ty 1,195 �� ��$1,195.69 Center Mapping for 5 client connections 1 Genetec ADV-LPR-M-lY GenetecT"' Advantage 1 AutoVu mobile system 147.65 $147.65 connedion to Security Center- 1 Year 6 Genetec ADV-LPR-F-lY Genetec�"' Advantage for 1 AutoVu fixed camera 59.06 $354.36 connection - 1 Year Site Secure, LLC. � 317 Northlake Bivd. Suite 1020 Altamonte Springs, FL 32701 � P: 407 328-5220 www.sitesecure.com 4 EC 00000011 �y Sit� ecure � �`Y� P❑WERED BY �MI�IE ' v � � - . � • - � • � - . 32.00 Helper 32.00 Installer 12.00 Field Engineer Total Equipment: $46,085.11 Total Labor: $7,320.00 Total Subcontractor: $3,388.89 Other Direct Costs: $801.51 Total System Investment: $57,595.51 LEASE OPTIONS Payment Program Requirements Company must submit a competed Credit Application, provide their most current and Audited Financial Statements (Transactions over $75,000.00) and receive Credit Approval from Financing Company. Company will also be required to authorize a 3rd Party Lease document. Payment Schedule will be as described in 3rd Party Lease Agreement. 60 Month Lease, $1 Buyout with $0 down payment Monthly Lease Payment: $1,237.15 Professional Services: $0.00 Total Monthly Payment: $1,237.15 *Lease payment is approximate based on current finance rates and credit rating of the entity who is financing the project. Final lease payment to be reflected in finance documentation. Site Secure, LLC. � 317 Northlake Blvd. Suite 1020 Altamonte Springs, FL 32701 � P: 407 328-5220 www.sitesecure.com 5 EC 00000011 � �it� ecure � POWERED BY l� . �✓. Acceptance i�ij2o�s Proposal: VoT - ALPR Conversion w-New Poles & lYr Warranty $57,595.51 The following documents in this proposal are considered binding including: Scope of Work, Bill Of Materials, Terms and Conditions Where Applicable Proposal Accepted: SiteSecure, LLC is authorized to proceed with the work as proposed. This proposal is valid until: 2/1/2018 Purchaser Vill�e of Tequesta Seller SiteSecure, LLC By Brad Gomberg By Andrew Bowman Title Director of IT Signature Signature Date Date 1/2/Z018 PO # The above persons represent that they are authorized to sign and execute this binding agreement. This acceptance indicates understanding of the complete proposal, including clarifications, design, programming, drawings, ownership, software licenses and the Warranty below. Site Secure, LLC. � 317 Northlake Blvd. Suite 1020 Altamonte Springs, FL 32701 � P: 407 328-5220 www.sitesecure.com 6 EC 00000011 .'�";.. .,; a� � NEC Financial Services ' 250 Pehle Avenue, Suite 704 Saddle Brook, NJ 07663-5806 ����` Phone: 800-451-5361 Fax: 800-451-5360 www.neclease.com `. Certificate Of Acceptance Lease Number: Schedule Number: We hereby acknowledge receipt of the Equipment described in the above-referenced Lease (the "Equipment") and after full inspection of the Equipment have found it to be fully installed and in good working condition and satisfactory for all purposes of the applicable Lease Agreement or Lease Schedule we both signed. We hereby irrevocably authorize you to pay for and purchase the Equipment. TO THE EXTEhT THAT THE COST OF THE EQCIPMENT INCLGDES ArY MAINTENANCE/WARRANTY CONTRACT, WE CLEARI,Y UNDERSTAhD AND AGREE THAT YOI;HAVE M1O RESPONSIBILITY TO[;S OR AhYONE ELSE IN CONJUNCTION WITH THE RESPONSIBILITIES AND OBLIGATIONS OF THE SUPPLIER WITH RESPECT TO THE MAIM1"I'ENANCE/WARRANTY CONTRACT AND THAT YOU DO NOT AND WILL NOT ACCEPT ANY OBLIGATION OF ANY TYPE TO PERFORM ANY SERVICE, REPAIR, REPLACEMENT OR MAINTENANCE OF THE EQUIPMENT, A1�D THAT YO[; ARE NOT A PARTY TO THE MAINTE- NANCE/WARRANTY CONTRACT. IN ALL CIRCUMSTAhCES, WE UNDERSTAND AND AGREE THAT WE WILL ONLY SEEK TO HAVE THE SUPPLIER PERFORM UNDER THE MAINTENANCE/WARRAhTY CONTRACT AND REGARDLESS OF ANY DISPL'TE OR DISSATISFACTION WE MAY HAVE WITH THE SUPPL[ER OR THEIR SERVICES,WE AGREE TO CONTIN[;E TO PAY YOti ALL THE RENTALS DUE L"1�DER THE AGREEMEIVT AND THE PAYMENT DUE tiNDER THIS LEASE SCHEDGLE. We understand that based on representations made by us herein and elsewhere, that you are about to purchase the Equipment and pay the Supplier. ���*���r�:r:�:r:�����������:��**�***�r:�:��*�*************:�������������*������������������� Sign below when equipment is delivered,fully installed and in good working condiNon. ��*�:��:�:�*��*��*���**��:�*:����*��r�������r��r�����****�����****�����*���*�**����*��:�:�:�:� Lessee: By: Authorized Signature Print Name Print Title Date Signed: Municipal Lease And Option Agreement DATED: May 1,2017 LESSOR: NEC FINANCIAL SERV[CES,LLC LESSEE: 250 PEHLE AVENUE,SUITE 704 SADDLE BROOK,NJ 07663-5806 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipmen[ hereinafter described ("Equipment") in accordance with the following terms and conditions of this Municipal Lease and Option Agreement("Agreement")which shall be govemed by and construed in accordance with the laws of the state of the Equipment Location described below("State"). DESCRIPTION OF EQUIPMENT ,together with all accessories,additions and attachments thereto,replacements and substitutions therefore and all proceeds thereof,now owned or hereinafter acquired. LOCATION OF EQUIPMENT RENTAL PAYMENTS Rental Payment Periods shall be monthly. Rental Payments shall be made in accordance with Section 6.02 and the Schedule of Rental Payments attached hereto as Exhibit A. The maximum Lease Term of this Agreement is_months. The first payment will be due on ESSENTIAL USE CERTIFICATE I. The Equipment will be used by the Lessee for the following govemmental purpose of 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of the Lease Term. TERMS AND CONDITIONS THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON THESE 6 PAGES SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IN WITNESS WHEREOF,Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above. (LESSOR) (LESSEE) NEC Financial Services,LLC By: By: Tide: Title: (SEAL if applicable) ATTEST: Title: Page 1 of 6 CERTIFICATE OF CLERK OR SECRETARY OF LESSEE 1,the undersigned,do hereby certify(i)that the officer of Lessee who executed the foregoing Agreement and all related documents on behalf of Lessee aud whose genuine signature appears thereon,is the duly qualified and acting officer of Lessee as stated beneath his or her si�ature and has been authorized to execute the foregoing Agreement and all related documents on behalf of Lessee,and(ii)that the budget year of I.essee is from to Dated: By: Title: OPINION OF COUNSEL With respect to that certain Municipal Lease and Option Agreement(the"Agreement")dated May 1,2017 by and between Lessor and the Lessee,I am of the opinion that: (i)the Lessee is,within the meaning of Section 103 of the Intemal Revenue Code of 1986,a State or fully constituted political subdivision or agency of the State of the Equipment L.ocarion described above;(ii)the execution,delivery and perforn►ance by the Lessee of the Agreement have been duly authorized by all necessary action on the part of the Lessee;and,(iii)the Agreement constitutes a legal,valid and binding obligation of the Lessee enforoeable in accordance with its terms. Printed Name: Dated: Address: Signature: Telephone No.: ARTICLE I COVENANTS OF LESSEE Section 1.01.Covensnts of Lessee. Lessee represents covenants and wartants,for the benefit of Lessor and its assignees,as follows: (a) Lessee is a pubiic body,corporate and politic,duly organized and existing under the Constitution of the laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and ef�'ect its existence as a body corporate and politic. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligarions hereunder. (d) Lessee has been duly authorized to execute and deliver this Ag�eement by pmper action and approval of its governing body at a meeting duly called,regularly convened and attended throughout by a requisite majority of the members thereof or by other appropriate official approval. (e) During the term of this Agreement,the Eqwpment will be used by Lessee only for the purpose of performing one or more govecnmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than Lessee. (�During the period this Agreement is in force,Lessee will annually provide Lessor with current financial statements,budgets,proof of appropriation for the ensuing fiscal year and such other financial informadon relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. (g)The Equipment will have a useful life in the hands of Lessee that is substantially in excess of the Lease Term. (h)The Equipment is,and during the period this Agreement is in force will remain,personal property and,when subjected to use by Lessee under this Agreement,will not be or become fixhu�es. • (i)Lessee will comply with all applicable provisions of the Code,including without limitation Sections 103 and 148 thereo�and the applicable regulations of the Treasury Departrnent to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxarion.Lessee will submit to the Secretary of the Treasury an information reporting statement,Form 8038G or 8038GC as applicable,at the time and in the form required by the Code and Regulations. In the event that Lessee should fail to perform its obligations under this Section(i)and the interest component of any Lease Payment received by Lessor should be determined to be includable in gross income of Lessor for federal income tax putposes,then Lessee shall pay to Lessor as addirional rent hereunder such amount as is necessary to retum to Lessor an after-tax yield equal to Lessor's tax-exempt yield with respect to such Rental Payment and to reimburse Lessor for all penalries,interest,costs,fees and administrative and other expenses(including reasonable legal fees)incurred with respect thereto. (j) /Initial if applicable / Lessee hereby designates t6e Agreement as a "qualified tax-exempt obligation"as defined in Section 265(b)(3)(B)of the Code. The aggregate face amount of all tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed$10,000,000. Lessee and all subordinate entities thereof will not issue in excess of$10,000,000 of qualified tax- exempt obligations(including the Agreement but excluding private activiry bonds other than qualified 501 (c)(3) bonds)during the Issuance Year without first obtaining an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to Lessor that the designarion of the Agreerrtent as a"qualified tax-exempt obligation"will not be adversely affected. (k) Upon request Lessee will, with reasonable pmmptness, provide Lessor with copies of Lessee's cu�rent year�nd and quarterly financial statements(prepared in accordance with generally accepted accounting principles,consistently applied)in form and content satisfactory to Lessor. Page 2 of 6 ARTICLE II DEFINITIONS Secrion 2A1. Defin'itions. Unless the context clearly otherwise requires or unless otherwise defined herein,the capitalized terms in t6is Agreement shall have the respective meanings specified below. "Agreement"means this Municipal Lease and Option Agreement with its Exhibits. "Code"means the Intemal Revenue Code of 1986,as amended,and to the extent applicable,the regulations and rulings issued thereunder. "Commencement Date"is the date when the term of this Agreement begins and L.essee's obligation to pay rent accrues,which date shall be the date first above written. "Equipment"means the property descn'bed and which is the subject of this Agreement. "Lease Term"means the period beginning with the Commencement Date and continuing unril terminated as ouflined in Section 4.01. "Purchase Price" means the amount set forth and so ritled which Lessee may pay to Lessor to purchase the Equipment as provided under Section 10.01. "Rentsl Payments"means the basic rental payments payable by Lessee pursuant to this Ageement. "Vendor"means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE 111 LEASE OF EQUIPMENT Section 3.01. I.ease of Eauipmen� Lessor hereby demises leases and lets to Lessee,and Lessee rents,leases and hires from Lessor, the Equipment,ia accordance with the provisions of this Agreement,to have and to hold for the L.ease Term ARTICLE IV LEASE TERM Section 4.01. Lease Term. This Agreement shall be in effect and shall commence as of the Commencement Date and will remain in effect throughout the Lease Term. The Lease Tertn will terminate upon the first to occur of• (a)the exercise by Lessee of the oprion to pwchase the Equipment under Articles X or VI;(b)Lessor's election to terminate this Agreement upon a default under Article XII;(c)the payment by Lessee of all sums required to be paid by Lessee hereunder;or(d)the occurrence of an Event of Nonappropriation in accordance with Article VI, Section 6.05. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01. Ouiet Eniovment Lessor hereby agrees not to interfere with Lessee's quiet use and enjoyment of the Equipment so long as L.essee is not in default hereunder. Section 5.02. Use of the Eauioment Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner conhary to that contemplated by this Agreement. Section 5.03. Ri�ht of Insoection. During the Lease Term,the Lessor and its officers,employees and agents shall have the right at all reasonable times during business hours to enter into and upon the property of the I,essee for the purpose of inspecting the Equipment. Secrion 5.04. Disclaimer of Warranties. Lessee's wamanties are contained in the agreement between the manufacturer and . LESSOR AND/OR LESSOR'S ASSIGNEE (S) MAKES NO WARRANTY NOR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABIL[TY OR FITTVESS FOR PART[CULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT,OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE LESSOR AND/OR LESSOR'S ASSIGNEE(S), Tf� LESSEE LEASES THE EQUII'IVIENT"AS IS". In no event shall the Lessor and/or Lessor's Assignee(s)be liable for any loss or damage,including incidenhl,indirect,special or consequential damage,in connection with or arising out of this Agreement or the existence,fumishing,functioning or the Lessee's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Warranties. Lessee may assert claims and rights that the Lessor may have against any Vrndor of any portion of the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Pavments to Consatute a Current Eguense of Lessee. The obligation of the Lessee to pay Rental Payments to Lessor due and owing during the current fiscal year of the Lessee under this Agreement is a current expense of the Lessee and not a debt of the Lessee in contravention of any applicable limitations or requirements. Obligations becoming due and owing in subsequent fiscal years of the Lessee for the fiscal year during which they are incurred,but shall not be current expenses of the Lessee during the current fiscal yeaz in which this Agreement is executed. Nothing contained herein shall constitute a pledge of the general tax revenues,funds or moneys of the Lessee. Section 6.02. Rental Psvments. Lessee shall pay Rental Payments from legally available funds,in lawful money of the United States of America to Lessor, in the amounts and on the payment dates set forth on the Payment Schedule attached hereto as Exhibit A. If we do not receive any Rental Payment or any other amount due from you when due, you agree to pay us a late charge equal to Twenty Five Dollars ($25.00)or ten percent(10%)of the amount not paid on time for each month payment is not received by us,wluchever amount is higher. If we are not legally permitted to chazge this amount,you agree to pay us the maximum amount permitted by law. Section 6.03. Rental Pavments to be Unconditional. The obligations of Lessee to make Rental Payments, and to perform and observe the covenants and agreements contained herein,shall be absolute and unconditional in all events,including the discontinuance of any grant moneys expected by L.essee,except as expressly provided under this Agreement,notwithstanding any dispute between Lessee and Lessor, any Vendor or any other peison. Lessee shall not assert any right of set-off or counterclaim against its obligation to make payments under this Agreement. Page 3 of 6 Section 6.04. Continuation of Lease Term bv Lessee. Lessee intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made. Section 6.05. Nonaaproariation. If(a)sufficient funds aze not appropriated for Rental Payments due in any fiscal year and(b)the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder from other sources, an Event of Nonappropriation shall be deemed to have occurred. The Lessee shall promptly deliver notice thereof to the Lessor. Upon the occurrence of an Event of Nonappropriation, the Lessee agrees that the Lessor may reclaim possession of the Equipment. Lessee agrees peaceably to deliver the Equipment and title thereto to Lessor at a reasonable location specified by Lessor,all at Lessee's expense. Section 6.06. Nonsubstitutiou. If an Event of Nonappropriation occurs,the Lessee hereby agrees,to the extent permitted by law and subject to applicable public policy,not to purchase,lease,or rent equipment performing functions similar to those performed by the Equipment for the remainder of the then current fiscal year of the Lessee. ARTICLE VII TITLE TO EQUIPMENT;SECURITY INTEREST Section 7.01. T'ttle to t6e Eauioment. During the term of this Agreement,tifle to the Equipment shall vest in Lessee, subject to Lessor's righu upon an Event of Default or an Event of Nonappropriation. Section 7.02. Securitv Interest As security for its obligations hereunder Lessee grants to Lessor a security interest constituting a Srst lien on the Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefi-om. Lessee will cooperate fully with Lessor(or any assignee of Lessor pursuant to Section 1 l.01)for the purpose of canying out the intent and purposes hereof and to protect the interests of L.essor in the Equipment,this Lease and the sums due and to become due under and in connection with this L.ease, including, without limitation, the execution of all Uniform Commercial Code financing statements requested by Lessor. Lessor is hereby authorized,to the extent pemutted by applicable law,to file one or more Uniform Commercial Code financing statements,whether precautionary or othenvise,as appropriate,disclosing Lessor's interest in the Equipment,this Lease,the sums due under and/or in connection with this Lease and in any and all other collateral which secures Lessee's obligations to Lessor,without the signature of Lessee or signed by Lessor as Attomey- in Fact for Lessee. Lessee hereby irrevocably appoints Lessor(and any of Lessor's officers, employees or agents designated by Lessor)as L.essee's agent and Attomey-in-Fac[, coupled with an interest, to do all things necessary to carry out the intent of this paragraph, including, without limitarion,the execution and filin�of all Uniform Commereial Code financing statements. Secrion 7.03. Liens and Encumbrances to Title. Lessee shall promptly discharge any liens placed on the Equipment other than those created by Lessor. ARTICLE VIII MAINTENANCE;MODIFICATION;TAXES;INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Eauioment bv Lessee. Lessee will,at Lessee's own cost and expense,maintain,preserve and keep the Equipment in good repair,working order and condition. Secrion 8.02. Tazes.Other Covernmental CharQes and Utllitv Charees. In the event that the use,possession or acquisidon of the Equipment is found to be subject to taxation in any form (except for income ta�ces of Lessor), govemment charges or urility charges and expenses,Lessee will pay all such taxes and charges as they come due. Lessee agrees to pay Lessor a documentation fee of$150.00 to cover Lessor's expense in processing this Lease and credit application. Section 8.03. Provisions Reesrdina Insuraace. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Equipment against loss or damage by Sre and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment,(b)liabiliry insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor,and(c)workers'compensation coverage as required by the laws of the State;provided that,with Lessor's prior written conseat,Lessee may self-insure against the risks described in clauses (a)and(b). All insurance proceeds from casualty losses shall be payable as hereinafter provided. Lessee shall fumish to Lessor certificates evidencing such coverage throughout the Lease Term. All such casualty and liability insurance shall be with insurers that are acceptable to Lessor,shall name Lessee and Lessor as insureds and shall contain a provision to the effect that such insurartce shall not be canceled or modified materially without Srst giving written notice thereof to L.essor at least thirty days in advance of such cancellation or modification. All such casualty insurance shall contain a provision maldng any losses payable to Lessee and I.essor,as their respecdve interests may appear. 5ecrion 8.04. Advaoces. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and operating condition,Lessor may(but shall be under no obligation)to purchase the required policies of insurance and pay t6e premiums on the same or may make such repairs or replacements as aze necessary and provide for payment thereo�and all amounts so advanced therefor by Lessor shall be repaid to Lessor,together with interest theteon at the rate specified hereafter. Section 8.05. Modifications. Without the prior written consent of the Lessor,the Lessee shall not make any material alterations, modifications or attachments to the Equipment. ARTTCLE IX DAMAGE,DESTRUCTION AND CONDEMNATION;USE OF NET PROCEEDS Section 9A1. DAmage,Destruction and Condemnation. If(a)the Equipment or any portion thereof is deslroyed(in whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain,Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair,restoration, modification or replacement of the Equipment or,at Lessee's option,to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee. For puiposes of Article VIII, Section 8.03,and tlris Article IX,the term"Net Proceeds" shall mean the amount remaining from the gross proceeds of any inswance claim or condemnation award after deducting all expenses(including attomey's fees)incurred in the collection of such claims or award. Section 9.02. Insutficiencv of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration, modification or replacement,Lessee,in their sole opinion,shall either(a)complete the work and pay any cost in excess of the amount of Net Proceeds,or(b)Lessee shall pay to Lessor the Purchase Price. The amount of the Net Proceeds in excess of the then applicable Purchase Price, if any,may be retained by Lessee. Page 4 of 6 . ARTICLE X OPTION TO PURCHASE Section 10A1. Purchase Rights. Lessee shall be entided to putchase the Equipment: (a)Upon payment in full of all Rental Paymenu due hereunder and all other amounts due hereunder;or (b)Provided there is no Event of Default hereunder and upon written notice delivered at least 30 days in advance,Lessee may purchase the Equipment on any rental payment date by paying to Lessor the Rentat Payment then due,together with the applicable Purchase Price along with a(1 other amounts then due hereunder. ARTICLE XI ASSIGNMENT,SUBLEASING,INDEMIVIFICATTON,MORTGAGING AND SELLING Section 11.01. Assi¢nment or Sale bv L.cssor. ' (a)This Agreement,and the obligations of Lessee to make payments hereunder,may be sold,assigned or otherwise disposed of in whole or in part to one or more successors,grantors,holders,assignees or subassignees by Lessor. Upon any sale,disposition,assignment or reassignment,Lessee shall be provided with a notice of said assignment.During the term of ttus Agreement,Lessee shall each k�p a complete and accurate register of all such assignments in form necessary to comply with Section 149(a)of the Code. (b)Lessee agrees to make all payments to the assignee designated in the assignment, notwithstanding any claim,defense, setoff or counterclaim whatsoever(except arising from Lessor's breach of this Agreement)that Lessee may from time to time have against Lessor or Vendor. Lessee agrees to execute all documents,including notices of assignment and chattel mortgages or financing statements,which may be reasonably requested by Lessor or assignee to protect its interests in the Equipment and in this Agreement. (c)Lessee hereby agrees that Lessor may sell or offer to sell this Agraement(i)through a certificate of participation program,whereby two or more interests are created in the Agreement,the Equipment or the Rental Payments;or(ii)with other similaz instrvments,agreements and obligations through a pool,hust,limited partnership,or other entiry. Section 1 I.02. No Sale.AssiEnmeet or Sublessin¢bv Lessee. This Agrcement and the interest of Lessee in the Equipment may not be sold,assigned or encumbered by Lessee without the prior written consent of Lessor. Secrion 11.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constiturion of the State,as they exist on the date of the execurion of this Agreement, Lessee shall protect,hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims, and damages whatsoever, caused by or resulting from the acts or omissions of ihe Lessee, iu agents, employees and representatives pursuant to this Ageement. Lessor shall protect,hold hamiless and indemnify Lessee from and against any and all liability,obligations, losses, claims and damages whatsoever, caused by or resulting from the acts or omissions of the Lessor, its agents, employees and representatives pursuant to this Agreement. The indemnification azising under this paragraph shall survive the termination of this Agreement. ARTTCLE XII EVENTS OF DEFAULT AND REMEDIES Secaon 12.01. Events of Defanit The following constitute"Events of Default"under this Agreement: (a)Failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due;or (b)Failure by ihe Lessee to maintain insurance on the Equipment in accordance with Article VIII Secdon 8.03 hereof;or (c)Failure by the Lessee to observe and perform any other covenant,condition or agreement on its part to be observed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; provided, however, that if the failure stated in such notice cannot be corrected within such 30-day period, the L�sor will not unreasonably withhold its consent to an extension of such rime if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected:or (d)Initiation by the Lessee of a proceeding under any federal or state banlmiptcy or insolvency Iaw seeking relief under such laws concerning its indebtedness. The foregoing provisions of this Section are subject to the provisions of Article VI,Section 6.05,hereof. Section 12.02. Remedies On Defaulw Whenever any Event of Default shall have occurred and be continuing,the Lessor shall have the right,at iu sole option without any further demand or notice,to take any one or any combination of the following remedial steps: (a) Terminate tivs Agreement and retake possession of the Equipment wherever situated, and sell or lease, sublease or make other disposition of the Equip�nt for use over a term in a commercially reasonable manner,all for the account of Lessor;provided thai I.essee shall remain direcdy liable for the amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal year. Lessor shall apply the sale proceeds in the following manner: FIRSTLY,to pay all proper and reasonable costs and expenses associated with the recovery,repair,storage and sale of the Equipment, including reasonable attomeys'fees and expenses; SECONDLY, to pay the Lessor(i)the amount of all unpaid Rental Payments, if any,which are then due and owing,together with interest and late charges thereon, (ii) t6e then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid),plus a pro rata allocation of interest,at the rate utilized to establish the interest component for the Rental Payment next due,from the next preceding due date of a Rental Payment until the date of payment by the buyer,and(iii)any other amounts due hereunder; THIRDLY,to pay the remainder of the sale proceeds purchase moneys or other amounts paid by a buyer of the Equipment,to the Lessee. (b)Proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or to recover for the breach thereof;or (c)Use or retake such portion ofthe Equipment as the Lessor,in its sole discretion,may decide. ALI of the Lessee's right,title and interest in any Equipment the possession of which is retaken by the L,essor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such repossession. Section 12.03. Retum of Eauiomen� Upon an Event of Default,Lessee agrees to allow Lessor to recover the Equipment at Lessee's sole cost and expense,in accordance with Article VI,Section 6.05. Page 5 of 6 Section I2.04. No Remedv Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Section 12.05. Force Maieure. If by reason of force majeure Lessee is unable in whole or in part to carry out its agreement on its part herein contained,other than the obligations on the part of Lessee contained in Article VI and Article V1II Section 8.03 hereof,Lessee shal)not be deemed in default during the continuance of such inabiliry. The term "force majeure" as used herein shall mean, without limitation, the following:acts of God,strikes,lockouts or other industrial disturbances;act of public enemies,orders or restraints of any kind of the govemment of the United States of America or the State or any of their departments,agencies or officials,or any civil or military authority; insurrections; riots;landslides;earthquakes;fires;storms;droughts;tloods;or explosions. ARTICLE XIII MISCELLANEOUS Section 13.01. Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be dcemed given when delivered or mailed by registered mail,postage prepaid,to the parties at the addresses set forth on the First page hereof. Section 13.02. Blndine Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 13.03. Severabilitv. [n the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shal!not invalidate or render unenforceable any other provision hereof. Section 13.04. Amendments. All amendments hereto must be in writing. Section 13.05. Ezecution in Counternarts.This Agreement may be executed in several counterparts. Section 13.06. A�ulicable Law. This Agreement shall be govemed by and construed in accordance with thc laws of the State. Section 13.07. Cautions. 'Che captions or heading in the Agreement are for convenience only and no way define,limit or describe the scope or intent of any provisions or sections of this A�rreement. Section 13.08. Entire.Aareement. This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver,consent, modification or change of terms of this Agreement shall bind either party unless in writing sig�ed by both parties,and then such waiver,consent, modification or change shall be effective only in the specif c instance and for the specific purpose given. There are no understandings, agreements,representations or warranties,express or implied,not specified herein regarding this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document(with the exception of Supplements)submitted by Lessee in connection with this Agreement which are in additioa to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature on Page 1 of its authorized representative acknowledges that it has read this Agreement understands it and agrees to be bound by its terms and conditions. Page 6 of 6 250 Pehle Avenue,Suite 704 NEC NEC Financial Services Saddle Brook, NewJersey 07663-5806 Phone: 80a451-5361.Fax: 800-451-5360 Certificate Of Acceptance Lease Number: Schedule Number: We hereby acknowledge receipt of the Equipment described in t6e above-referenced Lease (the"Equipment")and after full inspection of the Equiproent have found it M be fully installed and in good working condition and saNsfactory for sll purposes of the applicable Lease Agreement or Lease Schedule we both signed We hereby irrevceably authorize you to psy for and purchase the Equipment. TO THE EXTENT THAT THE COST OF THE EQUIPMENT INCLUDES ANY MAINTENANCE/WARRANTY CONTRACT, WE CLEARLY UIVDERSTAND AND AGREE THAT YOU HAVE NO RESPONSIBILITY TO US OR ANYONE ELSE IN CONJUNCTION WITH THE RESPONSIBILITIES AND OBLIGATIONS OF THE SUPPLIER WITH RESPECT TO THE MAINTENANCE/WARRANTY CONTRACT AND THAT YOU DO NOT AND WILL NOT ACCEPT ANY OBLIGATION OF ANY TYPE TO PERFORM ANY SERVICE, REPAIR, REPLACEMENT OR MAINTENANCE OF THE EQUIPMENT, AND THAT YOU ARE NOT A PARTY TO THE MAINTE- NANCE/WARRANTY CONTRACT. IN ALL CIRCUMSTANCES,WE UNDERSTAND AND ACREE THAT WE WILL ONLY SEEK TO HAVE THE SUPPLIER PERFORM UNDER THE MAINTENANCE/WARRANTY CONTRACT AND REGARDLESS OF ANY D[SPUTE OR DISSATISFACTION WE MAY HAVE WITH THE SUPPLIER OR THEIR SERVICES,WE ACREE TO CONTINUE TO PAY YOU ALL THE RENTALS DUE UNDER THE AGREEMENT AND THE PAYMENT DUE UNDER THIS LEASE SCHEDULE. We understand that based on representadons made by us 6erein and elsew6ere,t6at you are about to purc6ase the Equipment snd pay the Supplier. Lessee: By: Authorized Signature Printed Name and Title Date Signed: Rider A Attached to and forming a part of a Municipal Lease and Option Agreement between , as Lessee, and NEC Financial Services, LLC, as Lessor. Lessee hereby acknowledges that Lessor's obligation to fund this Lease expires on . 20 if Lessor is not in receipt of all documents required by Lessor in form and substance satisfactory to Lessor, in Lessor's sole judgment ("Acceptable Documentsn). Furthermore, Lessee acknowledges that the Rentals and Advance Rentals inserted on the Lease are based upon a three (3) year U.S. Treasury Note's one (1) week average of %. Therefore, if, during the one (1) week period ending on the date (five) 5 days prior to the Lease Acceptance Date, the arithmetical average of the applicable 3 year Treasury Yield for such week is higher than the existing rate, the monthly Rental Payment will be increased to reflect such change. Furthermore, Lessee acknowledges that if Lessor is funding an Equipment maintenance agreement for Lessee, Lessee acknowledges and agrees that Lessor is not responsible for the quality of maintenance services. In the event that Lessee has any disputes regarding maintenance senrices, Lessee agrees to continue making all payments to Lessor as required by the Master Lease Agreement and will resolve all complaints or claims involving maintenance with the maintenance provider. All other terms and conditions of the Lease remain in full force and effect. Lessee: Lessor: NEC Financial Services, LLC By: By: Title: Title: � ` � Supplier Name:' Phone Number: Supplier Sales Representative:• E-Mail Address: Leyal Name of ApplfoaM:' Inslallafion Address: DBA Name of Applica�t: City: State: Zip: Business Structure/Type: State of Organization: Years in Business: Federal Tax I.D.: BIIIing Address:' Select: ... Contad Person:• Title: City:• State:• Zip:• E-Mail Address:' Phone: Phone Number: Lease Signer: Title: E-Mail Address: E-Mail Address: Phone Number: Website: Equipment Description:• Lease Type: Lease Payment: Select: Equipment Cost(excluding tax): Lease Term: Advance Payment(sj: Select: Select: Installation/Labor Cost: Lease Rate Factor: Security Deposit(s): Select: Total Cost(excluding tax):' Promotion Code,if applicable Principal Name: Princfpal Name: Home Address: Home Address: City State Zip City State Zip Phone Number. Phone Number: E-Mail Address: E-Mail Address: Social Security Number: Social Security Number: Bank Name and 62nch Location: Account Number: Bank Contact Name: Contact E-Mail Contact Phone: Contact Fax: I/We grant NEC Financial Services,LLC or its AgenYs permission to investigate my/our financial responsibility and credit worthiness,and authorize release of any personal or business information accordingly.I/We agree to make available financial statements,tax returns,etc.,upon request.I/We acknowledge that the advance rental(s)and/or security deposit(s)are not refundable if NEC Financial Services,LLC approves our application for credit.I/We certify that this application for credit is for commercial purpose and not for personal,family or household purposes. Authorized SlpnaWre 3 Tltle: Printed Name: Date: 'Required Fieid � Click here ro print this form. Click here ro submit ihis �j Fax ro:B00.451.5360 form via e-mail � �� ,.. .. � . . �� :�� .� - .