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DOLL (Financial Services
<br />EFFECTIVE DATE: January 05, 2009
<br />MASTER LEASE AGREEMENT NO.
<br />LESSOR: DELL FINANCIAL SERVICES L.L.C.
<br />Pavnmt Address:
<br />Payment Processing Center
<br />4319 Collection Center Dr.
<br />Chicago, IL 60693
<br />LESSEE:City of La Porte, Texas
<br />. d'n doai Address
<br />604 W Fairmont Pkwy
<br />La Porte , TX 77572
<br />Fax:'
<br />Attention:'
<br />This Master Lease Agreement (this "Agreement), effective as of the Effedrve
<br />Date set forth above, Is between the lessor and Lessee named above.
<br />Capitairzed lerms have the meaning set forth in this Agreement.
<br />1. LEASE.
<br />Lessor hereby leases to Lessee and Lessee hereby teases the equipment
<br />("Produ dsl, Software (defined below), and services or fees, where applicable,
<br />as described in any lease schedule ("Schedule7. Each Schedule shall
<br />Incorporate by reference the terns and conditions of this Agreement and
<br />contain such other terms as are agreed to by Lessee and Lessor. Each
<br />Schedule shall constitute a separate lease of Products rLeasel. in the event
<br />of any oonflict between the terms of a Schedule and the terms of this
<br />Agreement, the terms of the Schedule shall prevail. Lessor reserves all rights
<br />to the Products not spedficalty granted to Lessee in this Agreement or in a
<br />Schedule. Execution of this Agreement does not create an obligation of either
<br />party to lease to or from the other.
<br />2 ACCEPTANCE DATE, SCHEDULE.
<br />(a) Subject to any right of return provided by the Product seller ('Seller)
<br />named on the Schedule, Products are deemed to have been irrevocably
<br />accepted by Lessee upon delivery to Lessee's ship to location (`Acceptance
<br />bats`). Lessee shall be solely responsible for unpacking, inspecting and
<br />Installing the Products.
<br />(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee agrees
<br />to sign or otherwise authenticate (as defined under the Uniform Commercial
<br />Code, 'UCC7 and return each Schedule by the later of the Acceptance Date
<br />or five (5) days after Lessee receives a Schedule from Lessor. If the
<br />Schedule is not signed or otherwise authenticated by Lessee within the time
<br />provided in the prior sentence, then upon written notice from Lessor and
<br />Lessee's failure to cure within five (5) days of such notice, Lessor may
<br />require the Lessee to purchase the Products by paying the Product Cost
<br />charged by the Seiler, plus any shipping charges, Taxes or Duties (defined
<br />below) and interest at the Overdue Rate accrutng from the date the
<br />Products are shipped through the date of payment. If Lessee rstums any
<br />leased Products in accordance with the Setter's return policy, it will notify
<br />Lessor. Wren Lessor receives a credit from the Seller for the returned
<br />Product, the Schedule will be deemed amended to reflect the return of the
<br />Product and Lessor will adjust its billing records and Lessee's invoice for the
<br />applicable Lease. In addiion, Lessee and Lessor agree that a signed
<br />Srvrhta may be amended by written notice from Lessor to Lessee provided
<br />such notice Is (€) to corned the serial (or service tag) number of Products or n
<br />to adjust the related Rent (defined below) on the Schedule (any increase up to
<br />15% or any decrease) caused by any change made by Lessee in Lessee's
<br />orderwith the Seller.
<br />3. TERM.
<br />The Initial term (the 'Primary Tern's for each Lease shall begin on the date
<br />set forth on the Schedule as the Commencement Date (the
<br />"Commencement Datel. The period beginning on the Acceptance Date
<br />and ending on the last day of the Primary Terris, together with any renewals
<br />or extensions thereof, is defined as the "Lease Tenn. The Lease is non -
<br />cancelable by Lessee, except as expressly provided in Section S.
<br />4. RENT; TAXES; PAYMENT OBLIGATION.
<br />(a) The rental payment amount CRem, and the payment period for each
<br />installment of Rent ('Payment Pedodl shall be stated in the Schedule. A
<br />prorated portion of Rent calculated based on a 30 -day month, 9"ay quarter
<br />or 360 -day year (as appropriate) for the period from the Acceptance Date to
<br />the Conirmnoement Date shag be added to the first payment of Rent. All
<br />Rent and other amounts due and payable under this Agreement or any
<br />Schedule shall be paid to Lessor in lawful funds of the United States of
<br />America at the payment address for Lessor set forth above or at such other
<br />address as Lessor may designate in YA%V from time to fare. Whenever Rent
<br />and other amounts payable under a Lease are not paid when due, Lessee
<br />shall pay interest on such amounts at a rate equal to the lessor of 1% per
<br />month or the highest such rate permitted by applicable law ('Overdue Rate).
<br />Rent shall be due and payable whether or not Lessee has received an invoice
<br />showing such Rent is due. Late charges and reasonable attorrhey's fees
<br />necessary to recover Rent and other amounts owed hereunder are considered
<br />an €ntegral part of this Agreement
<br />(b) EACH LEASE SHALL BE A NET LEASE, in addition to Rent, Lessee
<br />shall pay sales, use, excise, purchase, property, added value or other taxes,
<br />fees, levies or assessments lawfully assessed or levied against Lessor or
<br />with respect to the Products and the Lease ( "collectively "Taxed, and
<br />customs, dupes or surcharges on imports or exports (collectively, ` Duties),
<br />plus all expenses Incurred In connection with Lessor's purchase and
<br />Lessee's use of the Products, Inducting but not limited to shipment, delivery,
<br />installation, and Insurance. Unless Lessee provides Lessor with a tax
<br />exemption certificate acceptable to the relevant taxing authority prior to
<br />Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes and
<br />Duties upon demand by Lessor. Lessor may, at its option, invoice Lessee for
<br />estirnated personal property tax with the Rent Payment Lessee shall pay all
<br />utility and other charges Incurred In the use and maintenance of the
<br />Products.
<br />(c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEES
<br />OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE
<br />AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS
<br />AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND
<br />UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,
<br />REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION,
<br />DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER
<br />WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE; AGAINST
<br />LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE SUPPLIER OR
<br />MANUFACTURER OF THE PRODUCTS, TOTAL OR PARTIAL. LOSS OF
<br />THE PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. If
<br />any Product is unsatisfactory for any reason, Lessee shall make Its claim
<br />solely against the Seller of such Product (or the Licensor in the case of
<br />Software, as defined below) and shall nevertheless pay Lessor or its assignee
<br />an amounts due and payable under the Lease.
<br />S. APPROPRIATION OF FUNDS.
<br />(a) Lessee Intends to continue each Schedule for the Primary Term and
<br />to pay the Rent and other amounts due thereunder. Lessee reasonably
<br />believes that legally available funds in an amount sufficient to pay all Rent
<br />during the Primary Term can be obtained and agrees to do all things lawfully
<br />within Its power to obtain and maintain funds from which the Rent and other
<br />amounts due may be paid.
<br />(b) Lessee may terminate a Schedule in whole, but not in part by giving
<br />at least sixty (60) days notice prior to the end of the then current Fiscal
<br />Period (as defined in the Lessee's SecrelarylCleries Certificate provided to
<br />Lessor) certifying that: (1) sufficient funds were not appropriated and
<br />budgeted by Lessee's governing body or will not otherwise be available to
<br />continue the Lease beyond the current Fiscal Period; and (2) that the
<br />Lessee has exhausted all furhds legally available for payment of the Rent
<br />beyond the current Fiscal Period. Upon termination of the Schedule,
<br />Lessee's obligations under the Schedule (except those that expressly
<br />DFS Public MLMOU2008dohx Page 1 of 4
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