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Home My WebLink About05-385.doc DECEMBER 27, 2005 05-385 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN PURPOSE: WAIVE BIDS AND APPROVE LEASE AGREEMENT WITH MEDTRONIC RESPONSE SYSTEMS INITIATED BY: FIRE DEPARTMENT WHEREAS, the Oshkosh Fire Department has been chosen to participate in a study with the Medical College of Wisconsin evaluating new methods and devices for performing CPR; and WHEREAS, Medtronic Response Systems is working with the Medical College of Wisconsin to make equipment available for the three year period of the study; and WHEREAS, additional devices and software are necessary to be added to the current heart monitoring equipment being utilized by the department; and WHEREAS, the additional devices and software are available from only one source and standardization and compatibility are necessary and; WHEREAS, section 12-10 of the Oshkosh Municipal Code allows for the waiving of bids in this circumstance; and WHEREAS, the lease payments would be paid by funds provided to the City as a part of the contract for participation in the study. NOW, THEREFORE, BE IT RESOLVED, by the Common Council for the City of Oshkosh that the proper City officials are hereby authorized and directed to waive bids and lease to purchase devices and software as specified in the attached agreement from: Citicapital CitiCorp Vendor Finance, Inc. 700 East Gate Drive Suite 400 Mt. Laurel, NJ 08054 BE IT FURTHER RESOLVED that the attached agreement is hereby approved and the proper City officials are hereby authorized to execute and deliver the agreement in substantially the same form as attached hereto, any changes in the execution copy being deemed approved by their respective signatures, and said City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the Agreement. Money for this purpose is hereby appropriated from: Acct. No. 235-0230-6432-00000 EMS Fire Grant Equipment Rental ~vu.. cfficapital" Friday. December 16.2005 CitiCorp Vendor Finance, Inc. 700 East Gate Drive Suite 400 Mt. Laure], NJ 08054 Tel 800-257-8451 Fax 888-231-9631 Enclosed please find the Lease Documentation. .Please sign where indicated by each checkmarklÐ. Return ALL dotUm.entation. . RETAIN A COPY OF THE DOCUMENT(S) FOR YOUR RECORDS. /^,E DO NOT ALTER THE DOCUM£NT(S) OR USE WBIT£O UT. THI S WILL MAKE THE DOCUMENT(S) INV AUD. ¡)1 ~ Le"'" Agreemen' - J)ocumen~,) MUST be execu ",d by <me of !be f~wmg offi= President Secretary . CFO .' Assistant Secretary COO Treasurer VP, Purchasing Director of Purchasing VP, Material Management Senior Purchasing Manager . Owner - If sole proprietor 0 Certificate of Authonty & Incumbency - MUST be executed by an authorized officer listed on the Certificate (other /"""" !he """" .......). This do_' alteSts to !he aulhori Iy of the lease ,;goer. &.r:J Business Card of Lease Signer. . ~ jgnature Verification. Please provide the signature portion of the signers driver's license for signature verification. 2nd Page of Lease Agreement - MUST BE INITIALED. O~rchase Option Rider DSame as Cash Rider edule No. lA - Please sign where indicated. Dìnvoiœ DPersonal Guaranty-PLEASE DO NO USE YOUR TITLE. DInsurance Infonnation 0 Please provided Federal Identification Number DRider to base Agreement - State of Texas Tax Exemption Certificate - Please provide a copy of tax exemption certificate;. if applicable. (IF CERTIFICATE IS NOT RETURNED, TAXES Wll.L BE ADDED) act Sheet and Essential Use Questionna~e - Please omplete and return. . ~ . YOÎJR ORDER WILL BEEXPlIDIATED IF YOUI' AX ALL PAGES TO 1-888-231-6631 mo; TO MAI!JNG. Thank you for your time .and business.OtiCapitallooks forWard to welcommg you as a valued customer. Please contact me with any questions. Very Truly Yours, . :Maureen J{enáerson Maureen Henderson Amemberof Cltlgroupt '«:I vvv MASTER LEASE AGREEMENT LEASE AGREEMENT NO: 2.00199944 SCHEDUI..E NO: \ cfficapitar FULL LEGAL NAME AND ADDRESS OF LESSEE NAME: CITY OF OSHKOSH D/B/A OSHKOSH FIRE DEPARTMENT ADDRESS:101 COURT STREET CiTÝ, STATE, ZIP:OSHKOSH. WI 54901 PLACE OF ORGANIZATION: WI PHONE: 920-982-5330. NAME AND ADDRESS OF EQUIPMENT SUPPLIER NAME:MEDTRONIC EMERGENCY RESPONSE SYSTEMS ADDRESS:11811 WILLOWS ROAD N,E. THIS AGREEMENT SHALl. BE USED I'S A MASTER lEASE AGREEMENT BETWEEN LESSOR AND LESSEE AND SHALl. GOVERn AtN SCHEDULES I"SCHEDULES") NOW OR HEREAFTER SIGNED BY LESSOR AND LESSEE, WHICH REFER TO THIS MASTER LEI'SE AGREEMENT ("'L£I'SE"). EACH SCHEDULE SHALL. IN ADDITION TO ~Y SPECIAL PROVISIONS IN THE SCHEDULE, BE SUBJECT TO AlL OF THE REPRESENTATIONS, COVENANTs, TERMS AND CONtIITIONS OF THIS LEI'SE AND BE DEEMED TO BE A SEPARATE lEASE AGREEMEN1'. TO THE EXTENT OF ANY CONFUCT BETWEEN THE RE E NT ATIONS COVENANTS ;ERMa AND CONDITIONS OF THIS AGREEMEtn' AND A SCHEDULE. THE SCHEDULE SMALL GOVERN ClTY,STATE. ZIP:REDMOND, WA 98073 PHONE: 80IJ-426-8047 PR SE ~. QTY EQUIPMENT DESCRIPTION .;init:ia1 t.erm 37 months END OFTERM OPTION' - MISe. MEDTRONIC EQUIPMENT ,1 montbJ.y reuta~ parõent $0.00 I:ï:I $1.00 Purchase Optlòn MORE FULLY DESCRIBED ON .3 annual p-aymeuts $ 0,222.77 D 10% Purchase OptiOn SCHEDULE NO.1A AiTACHED . advance payment amount $0. QO (Cheek one box) MalnlenànœlSupplieSlSetVIees: Lessee agrees to pay \he mor¡t¡1y paymenlS uoder !his Lease :applied to the 1st 0 and Last.' .Subject to the terms aJ'ld and any Schedules which may Include dlarge5 (lhe -charges") lor suppT.es ¡Supplies"). maintenance and/or warran1¥ &eMces (coIIecl1vely, Ihe "Services") to be fu",ished by Supplier 10 0 months. (All prym.eñts are conditions of this lease, includIng Lessee lor use wllh Ihè EqulpmenL Lessee agrees anal Lessor Is nol.lI manuraduret or suppfier .plus applicable taXes) without limitation Sections 7 and oIlhe Suppties or Services and Lessee wi11100k only 10 Supplier lor the furnishing 01 ~lIes and 7A. the perfonnanœ 01 Services. lessee furthet agrees lhallts obtigaliOnS under this Lease are -.. .-. ..- unconditional notoM\hStInOOlQ any breach by Supplier 01 MY obligation 10 Lessee !O furniSh ,he \ SUnn[¡er and/or nro.;de the Services. DŒOIU'AN1' IJtFO]UdA'I"ZON ABOUT SSTAJilLzSBIJ<Q JI RBLA'I'zOSS¡¡;rp ling c.ITICAP:rTAL 1'0 b~P <.II.. "".tCed scate.. Gove=,""c i.tghc ce=or.tmo :"'C! """,ey la""d=.tAg, Federal 1.... re"rd.relJ .... co øbca.tA, veriLy, and record :tnEø_UOl:l ebac ~dCDe.t£.teio eacll _rs"" =- bu":tn",,s <.IIae 01""'" on ace,"",C or e8cahli..I"... .. r..lacíOJl5/ÜP. Ifbat W.. """"'.. for you: w.be.ll you opeD .... account or e9l:ablia.ll a relati""shfp, we will asA- r:or Y"ur »_e, ..tr...~ addr""', d..ce øli birCh, """ ~"""tU~e..tiOD zzumber. .uch as . """,id "er::urHy "umber or <aJ<Po.y& Ule"e.tficatiOd ,,_. 7ør bu..i:t>e..el, ... d.u ."" for the ¡,...i:t>....""...,., "creet aiJdr"'" ...4 .... .."...e.tfi.,.c.i"" "umber, 7ederø.J law requUo8Jl a. to obta.t.e Chi" ;iZl.co%:IMtiou. we..,.y a:r.ÐC>. uk to ".e your driver'" 1:/.""""" or oCher i,"eJ1ti£y.tØ!1 dQcumCDCS th.C wi.u .11.... oS to U....t.tt'y YO"- ' 4. DISCLAIMER OF WARRANTIES AND CLAIMS. LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATIOHS OR WARRANTIES, exPRESS OR IMPLIED (INCLUDING IMPLIED WARRANTY OF MERCHANTABIUTY AND FITNESS FOR USE OR PURPOSE) TO ANYONE, AS TO ANY ASPECT OF THE EQUIPMENT. LESSEE LEASES TH5 EQUIPMENT "AS IS". LESSOR, ITS AFF1UAT5S, OFFICERS. DIRECTORS AND SHAREHOLDERS SHALL NOT BE LIABLE FOR AJoó'( LOSS OR INJURY.TO LESSEE OR TO ANY, THIRD PERSON OR PROPERTY. INCLUDING DIRECT, INDIRECT, COHSÉQUENTIAl. PUNmvE, INCIDENTAL AND SPECIAL DAMAGES CAUSED BY THE USE, OWNERSHIP, \..EASE OR POSSESSION OF THE EQUIPMeNT. IF THE EQUIPMENT DOES NOT OPERATE AS REPRESENTED BY THE SUPPLIER, OR IS UNSATISFACTORY FOR AKY REASON WHATSOEVER. LES5ÈE SHALL MAKE ANY SUCH CLAIM SOLEI.. Y AGAINST THE SUPPLIER AND LESSEE HEREBY WAIVES NlY SUCH CLAIM AGAInST LESSOR. NO REPRESENTATI0N OR wARRANTY BY THE SUPPLIER IS BINDING ON LESSOR NOR SHALL BREACH OF sUCH WARRANTY RELIEVE LESSEE OF ITS OBLIGATIONS TO LESSOR. All warranties from Ihe supplier \0 LC$SÒr are hereby assIgned 10 Lessee. , THE TERIIIS AND CON DmONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOF. . GUARANTY ' ' To Induce Lessor to enter inlo the wilhVI Lease. the undefSigned guarantor ("Guarantor") uncondiUonaUy guaran1eeS to Lessor the payment and pertonrance obligaliDnS of l..e5$ee under Ihe Lease and any related Schedule. TIå$ Guaranty shall continue until all such obligaUcns have been fully paid and pedomied. LESSOR SHALL NOT BE REQUIRED TO PROCEED AGAINST LESSEE OR THE EQUIPMENT OR ENFORCE OTHER REMEDIES BEFORE PROCEEDING AGAINST GUARANTOR. Gu~rantor agrees to pay all pre and post jUdgement attorneys' fees and other costs incurred by Lessor arising from defaull of Lessee or Guarantor. Guaranlor waives aU notices including noUce of acœplance. demand and protest. and consenls to any lease modifications rrade by Lessor. This is a continuing Guaranty SlId sllall bind the heÎl$, representatives, successors, and assigns of the Guarantor and inure 10 Ihe benefit of Ihe Lesser. ils successors and assigns. Guarantor waives any right of subrogation, ¡ndeIMíty, reinilursement, and contributign by Lessee. This Guaranty.shaft continue to be effective or reinstated. as applicable. if at any lime payment of any part of the obligations under the Lease is rescinded or otherwise re~uired 10 be returned by LeSSor upon \he inse/vency. bankruptcy or reorganIZation of Lessee or upon ~ appoin\ment of a receiver. trustee or simlar officer lor Lessee or its assets, all as though such payment 10 Lesser !\ad not been 1TGde. regardless of whether Lessor contested \he order requiring the reWrn of such payI1'II!fIl. THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. GUARANTOR CONSENTS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE 5rATë OF NEW JERSEY wiItI ~ 10 any aelion arising hereunder. provided, however. leSSOr may at its sole discretion enforce this Guaranty In any Slale hiMng lawful jurisdiction lhereof.. GUARANTOR WAIVES TRIAL BY JURY IN Atf'( ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT HEREUNDER. GUARANTOR WAIVES ALL DEFENSES BASSO. UPON SURETYSHIP OR ARISING OUT OF SURErYSHIP STATUS. II there are Iwc or more Guarantors, all obfigations under this Guaranty are joinl and several. GUARANTOR SIGNATURE (NO TITLE): X: DATE PRINT OR TYPE. NAME Gl!ARANTOR SIGNATURE (NO TITLE): X: DATE: PRINT OR TYPE NAME TERMS ANt> CONDITIOHS 1. LEASE OF EQUIPMENT. Lessor hereby leases 10 Lessee and Lessee hereby leaSes from Lessor, the Equipment described above, and IC appræable. oit any Schedule ("Sched~lej together .with all replacemenl paris, repairs. addiUons, substitutions and ac¡:essortes (collectivety relened 10 hereinafter, as "Equipment")- The pal1ies inlend \his Lease 10 be a finance lease under Artide 2A of the Uniform Còrnmercial Cede. This Lease Is non-cancelable, Lessee agrees \hat LesSO( may Insert or correá missing'lnforrretion on Ihis.leaselncluding Lessee's legal name and the E~uipmenl's description, serial number and locatio", 2. ACCEPTANCE OF THE EQUIPMENT. Lessee's.con~rmatlon 10 Lessor, by leiephone or other means, ollhe delivery and acœptánce of the E~uipmenl to and by Lessee In all respects shall conslilule Les'See's ac1a'lowledgment or ils receipl of the Equipment In good wooon9 condition, thaI all installation and oIher 'War!< necessary prIor 10 use thereof !\as been compleled. thai Lessee has inspeded \he Equipment and has 10000d II 10 be saUsfaclory In al respects. Lessee understands !hat Lessor v.ill be relying upon such confirmation by Lessee as a condition r:ff making payment for the Equipment. 3, TERM AND RENT. The initial IemI of this Lea'Se shaH commence and !tie firsl rental payment shall be due on !he day 01 the month In which any of the Equipment is deTavered to LesSee or Lessee's agent or such laler dale as L=or deSignates and renlal payments sha1í be paid on sudl day of each S\Jccessive period Ihereafter untO all sums due under this Lease are fully paid. SUCH RENTAL PAYMENT AMOUNT IS BASED tJPON THE ESTiMATED COST OF ALL EQUIPMENT AND SHALL BE ADJUSTED UPWARD OR DOWNWARD (BUT NOT MORE THAN 10%) IF THE ACTUAL COST OF. THE EQUIPMENT EXCEEDS OR IS LESS THAN THIS ESTIMATE AND LessEE AUTHORIZES \..ESSOR TO EXECUTE ON ITS BEHALF ANY NECESSARY DOCUMENTS TO EFFECT THIS ADJUSTMENT. Lessee ai¡rees 10 pay LesliO< a non-refundable origination lee of,SSe.OO in connection wllh this LeaSe. I..ESSEE'S OBUGATION TO PAY .LeASE PAYMENTS AND ALL OTHER oaUGATlONS HEREUNOER SHALL BE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO ANY ABATEMeNT, SET-OFF, DEFENSE OR-COUNTERCLAIM FOR ANY REASON WHATSOeVER. Ifany payment hereunder Is no! made by Le~e wlten doe, Lessee shaW be dlarged a late ree. of ten percent (10%) of the amomt of such payment. plus Interest en such amount at !he rale 011.15% per monlh from the due date unm !he dale paid, bu1 as 10 each of the foregoing. in no event more than the maxlroom rate permitted by law, Advance rental payments and any secuñly deposit shall be due v.¡hen this Lease Is eœculed. Any securlly deposit shall secure all obngafions of Lessee hereunder and may be applied In Lesser's discretion to any past due obligation of Lessee and to the extent no! applied shall be relumed 10' Lessee. wilhOUllnleresl, at the expiraUon of!he Lease. LESS7'N OF OSHKOSH ~E; BY: . /, PRINT OR TYPE NAME/TITlE ' AUTHORIZED SIGNATURE OF LESSOR: ClTICORP VENDOR FINANCE, INC, 700 &81 Go\8 CirM. Mt. Laurel. NJ oaD54 X: DATE: PRINT OR TYPE NAMEfTlTLE Lesse. acknowledges that at tI14l1"", " executed the Agreement. It retained a copy. No mcciir1C31ion by lesæe to Ihis Lease as originally suppliod byLessot' to I.e5æØ SI1a1I be efl'e<;tiY9 unless ""reed to in a separnts wri&\g by Lesser prior 10 Its """""lion of IhIs Lease. A facsimile ven;lon of Lessee's signature on this Lease when recetwd by Lessor shan be binding on Lessee lor aN purposes as f originally signØ(l However. thia Laesa shall only œœme effective and bindIng againsi Lessorwhen actually signed by LÐ$SOI'. Both . part1es agreelhallhe _n of this Lease containing \.eSSOI'S cr1glnal signature and Lassee's original or facslmQe signature shaH c:onsltuudbe original aulhO!i1atiVe """,ion. MLA with Fax and Options 10% 3105 CitiCapital is a se1VÌce mark ofCiticorp. A member of CltlgrouPt """ y y ~ ~_. --' ---- -' .-- .,- 5. TITLE' PERSONAl PROPERTY. Lessor is the sole owner of the Equipmenl. Lessee shaU affIX 10 the Equlpmen1 any labels suppled by Lessor evidendng LessofS ownership. To protect LessofS righls In the Equipment In the ev..nllhis Lease is delarmineCI 10 be a securtty agreernenL Lessee hereby granls 10 Lessor a security interøs! In lhe Equipment desaibed herein and In the Schedules as _11 as In all other equlpmen1 Onance<l by us and our afflllales or In any Jnyolœs thai contaIn descripllons of the Equipmenl and all proceeds hereof. Lessee hereby authorizes Lessor, al Lessee's expense, to cause this Leas!I. or any statemenl or other insltumenl In ",sped oIlhis Lease shawing the Interest of lessor in the Equlpmen~ Induding Uniform eomme<dal Coåe financing slalements. 10 be filed or reaJrded and granls LesSor and its agenls lI1e right 10 sign lessee'. name thereto. Lessee agrees In execula and de~""r any slalement or iosltument reQUesied by Lessor for such purpose. and al}re&S to payor reimburse Lessor for any ...arches, fiil1\ls. re<on:Ilngs. slamp lees or taxes relaled 10 the filing or recording of any wch inslrument or stalemenL Lessee shaU al itS expense pro- and delend lessafs IiIle _Inst persons claiming aoainst or through Lessee, al all 6mes keeping the Equipment free lrom any legal process, lien or éncumbrance and shall give Lessor immediale written nonce 01 any claim as to the loregoing and shaD IndeIMITy lessor from any loSS caused thereby. Lessee shaD, upon Lessofs reques~ ""ecule or ablain lrom INn! parties and deliver \0 Lessor such eslappel cetlificales. landlord's waivers and such further insltumenls and a.ssuranœs as lesw:: deems nl>Cessal)l or advisable for lIte confinnallon or perfedion of Lesso(s rights hereunder. , .The Equip'!'ent is, and shan at an Urnes be and remain, personal property notwithslamflOg lllal the Equipment or any part thereof may now be or hereafter become, In any manner, affixed or allachad 10 real pcoperty or any improvements thereon. 6. MAINTENANCE USE AND LOCATlOf'L Lessee shaD, al itS own CDst and exp....e, rnainlain the Equlp"""'t in good operating cond"rtiOn and repair a\her than nonnal wear and tear, use the EQuipmenl for business Pl8P098S only In the regular course of lis buslne5$ and at the location slated herein, \\IIIhin lis normal operaling capacity and shaD comply with aD laWS, ordinances. regulations. requirements (flam lhe manufacturer or otherwise) and rules willi respect \0 lhe.mainlenance and operaUon of !he Equ¡pmen~ shaD not move Ibe eq.,pmenl or rrake any modll!catlons, alterations or addlliorn; 10 tile Equipment wllhoot p~or wrlUen 1:011"",,1 of lessor, shafl not so aIfbc lIIe Equlpmenl1G realty as ID change itS nature 10 real property or a flXlUre, If Lessor Inaus any costs or expenses to bring the Equipmenl up to good worl<ing order and appearan",. Lessee shaD immediately reimburse Lessor lor an suclt costs or expenses. . . 7. REDEUIIERY AND RENEWAL TERMS, No more lhan 160 ""ys bul not less than 12.0 days pdor ID the end of Ihe inUia) leon or 90 days p~ar to !he end of any renewallenn of \his Lease. Lessee shad gIve Lessorwrillen noUœ by certified mall of Lessee's intention ID 811Mr fiKen:ise lis end of leon DJlion, If any, Indicated en lhe Lease or applicable ScIIÐduIS (subjecllo 1he lerms of seotion 7A herein), or 10 relum the Equlpmenlla Lessor- Within len' (10) days of eJCPÎralDn or earner lennination 01 this Lease, Lessee shall either poiy to Lessor Ibe amounlaf the elected option or shan return the Equipment wiIh an manuals and InsÙllctlon bookleLs along ,.;th "'pies of service hisrory of the equipmenl for Ihe iengll1 of Ihe Lease, freight and in$Utill1C9 prepaid, ID Lessor In good repair, candltion and worl<ing order, ordinary wear and lear exceplad, and so certified In wrWng by the manufacturer or his authorized repr9S9I1lative in a rna1\ner anc1to a location desIgnated by Lessor, If Lessee falls 10 $0 notify Le&SCr or having nolifoed LessOr fals to rawm lhe Equipmenl as provided herein, this Lease, al Lessor's opllon, shall renew ror additional 1em1S of one hundred tWenty (120) days eaell at a pertodlc rent equal to the perioc1lc renl sIaIed herein, Nothi1¡¡ aJOlainoc1 herein is Inlended to reneve Lessee of Its obligations 10 reb.Ïm thE> Equipment or restricl LessDr's right 10 "'coWr the same In lite event of lennnauon or Lease. II requeSted by Lessor. In wrllDg, lessee shall st0r9 111" Equipment at Lessee's p¡emrses lar a period of up ID ninety (90) days al no cosl to Lessor. 7 A. EHD OF TERM OPTIOII, Provided no Evenl 01 Default exlsls, Lessee ha$ complied wilh III. terms of ""cllon .7 herein and an end of"',," option box haS been marl<ed, Lessee may putthase the Equlpmenl al the end of the 'InlUa! term of this Lease for the amount Iotlicated on lhe Leas<>. piUs any laXes and oilier c:ha~es du". Where an oplion wi¡ "10%" is erected, lite amount shall be 100/. of lI1e original amount fllnded by Lessor, IF THE PURCHASE OPTION IS EXERc:JSED, THE EQUIPMENT WILL BE SOLD BV lESSOR TO LESSEE 'As IS, WHERE IS', WITHOUT RECOURSE OR ~V WARRAJ'{TY. EXPRESSED OR IMPLIED, INCLUDING WITHOUT UMITATION Nf'{ WARRA~'IY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR Tm.E. If Lessee doeS not elect 10 purchase the Equlpmenl under Ihe drcumsiances åeSCTÌbed heroin, lessee shaD return the Equlpmenlln ac:con:tancewilh lI'Ie terms and condiûons of this Lease. 8, RISK OF lOSS, Lessee is responsIble for\ßs\aliing enc11<eeping the Equlpmenlln goocl.....,¡dng order. Exœpl for Ofdnal)l \Vear and lear. Lessee Is respmslble for protecting the EquIpm9I1t from damage and loss of any kind from date of shipment ID leSSee mill \IS relUm 10 Lessor, THE OCCURReNCE OF þJ/,Y SUCH LOSS OR DAMAGE SHAlL NOT REUEVE LESSEE OF AljY OBUGATION HEREUNDER. Lessee sIIaB frrlTledaiely noUfy Lessor of any damage.1o ordesUUCllon of the EqulpmenL In Ihe ever>1 of loss or damage, Lessee, al lessOI's sole opliori, shaD (a) prompUy cause 111& damaged Equipment ID be repaired to the conðrllon H i. required to be maintained under this Leaæ, it which case Lessee ag""'s ID conllnue 10 pay nonlal poiyments; or (b) replace lost (( unrepairabla damaged Equipmenl willi substanllally Idenucai E<;JipmEIIIlln good condition and YIOIiång order with doQlmentalion creating dear lKle !herelo In Lessor, or (c) pay to Lessor the present whie 01 (i) all unpaid renlal PaYnients for the balance of \he leon 01 \his Lea!!" plus 01) Lessor's antlC1paœd residual recovery lrom the Equlpmenl at lite sdleduled expiration ofll1is Lease, aU discnunted 10 the da1a of payment al four (4%) pen:enl per annUm. 9, .' INSURANCE. Lessee agrees, durtng the term of Ihls Lease, to keep the Equlpmenl tully insuAOl agains!- damage and toss. frnm BVeI)l.c:auee whatsoever, for nolless ihan the ruD rep!ac:emenl value lI1ereof, and la obtain a gene""l public liability insurance palicy,in eacl1.case lrom an Insù",r or insurers reasonably salisfactorY 10 Lessor, naming Lessorandlls.aS$i¡¡ns as Io5s payees a-I r.~" .. .. 1<.eea. as-a..'. PIO".& '__with .~ ~..1d- sf :"" ¡A.....A.. If LBS". !a>', Ii rlolp .I'r 'n-""- .r IQ p",'<Q'a a';~e."" ~ ~ t~~::;- :;,~~. .::~::: :~: ~:::~~::;::~~.:i~~: folQ~l"g I =':::;' ~.... ~g~ "'<of WI _ft, nh"""r r""" ':,::~= ~::=~ l:es!;ee"wl1l ' ~~:; _..;; Ghalile "".siSfinD at ,.,""'~_ftl"" p~l..m. ~=.~ 1I18-InSmÐI:ii. = ~=~:.:~~::~ -~,:;:. 9" f'OCh p"¡"'¡"I11~ ;ot a "'"tit of .'W, pe: a"""'" ."~ ~ fe9 <OL~~.uu. ~ QA~ Q ~ 1'"""'" ...r "'. 'ft",~n- ""~'1iI- "",,"" m~y I.""'~'" ...-111 f ¡ ! ¡' oMllles. 10. TAXES AND CHARGES. TIùS Lease Ismtsnded to be a net leasa, and an paymeRlS are net 10 Lessor 10 !be e"lerll permltle<l by appBc:abIe law. UnleSS otheIwIse c¡rected by Lassor In WIllIng, Lessor shall pay ail ~ property taxes with respect 10 the Equipment and les6ee shan IÐimbUISO Lessor therefore upon demand. Lessor, , at Its sole opIIan; may assess estimated personal property Ia" with eacl1 renlill payment or perioc1lcally, as InvOIced. LeSSee shag pay dlreclly (or. al Lessa~s apHon, remburseLessor for) an Mce- feBs. assassmanls and - government eIIarg8S, and aU saies. use. exciSe, f""nelllse, and any o\ller similar taxeS (c:c!IectlVel)', "Charges") now (( hereaflar ImpOSed. le\o1ed or assessed by any slate. fede",! or local government or agency upon any ortha Equlpmenl or upon !be leasing, plJrdlase. ovvnership, use, p[)SS8$S\an, financing or operation thereof, or upon the recelpl of "",iaI payments therefore. even If Lessee" statu. provideS tbr lis exemption from the Charges (excluding in<:Ome and gross receipt \a>ISS ooih8 renlal payments. eo<œpl any .uellla>: whicll Is a sul:lstl\Utk:I1 (or. or relieves Lessee from. the payment of taxes which Lessee would olhe1W\Se be obligated \0 poiy or reimburse Lessor as herein pmlllded) before Ihe same shan become In default or subject 10 the paymenl 01 any penalty or Interest. Lessee shan supply Lessor with receipts or other evidenc.e or payment or an Charges as may reaSO<labfy be reQUes!e<l by t.essot. LeSSee shalluT1her cnmpl)' with all stale and tocall<rNs rec¡uirirlg the filing or ad wlOrBm or other tax. retoms reIa\InQ to any Charge&- Lessee shal notilY lI1e Lessor of Ibe Imposition of, or, \0 Lessaa'" \<roWIedg". !he proposecllmposlUo<1 of. any Cha~es by supplyòlg ID Lessor (.,;lhin five (5) days altai reœÇII thereof by LeSsee) a copy of !tie 1nvoiœ or other documeniS respec!!ng such charges. 11. LEASE IRREVOCABILITY AND OTHER REPRESEHTATIONS OF LESSEE. LESSEE'S OBLIGATIONS UNDER THIS LEASE ARE IISSOLurE, NON CANCEUIBLE AljD SHALL CONTINUE WITHOUT ABATEMENT AND REGARDLÈSS OF ANY DISABIUTV OF LESSEE TO USE THE EQUIPMeNT OR»N PART THEREOF BECAUSE OF At{'( REASON INCLUDING, BUT NOT UMITED TO WAR. ACT OF GOD. GOVERNMENTAL REGULATIONS, STRIKE. LOSS, DAMAGE. DESTRUCTION. OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERV, FAILURE OF THE EQUIPMENT TO OPERATE PROPERLY. TERMINATION BY OPERATION OF LAW. OR ANY OTtER .c:AUSE. Lessee represents thaI. the Equipment shall be used by Lessee solely lor bU$lnes5 pUtpOSeS and that an Mandai and oIher ImonnatiOn submi1led iO Lessor is lnJe and ",rrect. . :- "r-=:~::~ :::::q~ ~~~~~':.~. :~~ _~.::cI 6"",9r lIa...la&5 fTq", an ~ asal~al a,,\ aAd all oIai""', aaii,,!\!, ":: -::::~. -= .. 9 "-",,",-- ,-'" "'-g p- __A p"" I::?~;:~~ ~ . ::=~ ;~~;:-::-::;::) :~: ~~ ~,";'\11 ...,~ "'a ~q"'p~nt ., "'1. 1 ~.~ -:~:~:~:n~~: :::::" '. .' ~ -'p, ..~. ,."~ .F.F:1'~-, ., ~...- '" In. "~"1>-"'" ~...... ..""m"iIy ,oIoal."p.'- Iha"",^;.o."" "'&'<f'I="M """,.1 .~- 13. OEFAUL T AND REMËDIES. If any OÍ1e of lite following events shall oe",r (a) lessee 1ai1s.1O pay err¡ renl or any other paymenl _der when due; Or (b) Lessee faitS 10 pay wilhin f¡va (5) days when due. any sums due to Lessor and/!", any armate of Lessor relating 10 the finance of equipment arising Independenll)' of this Lease; or (c) Lesse~ rans to perfonn any covenanls herein or in any o\her agÆemenl betwaen Lessee and Lessor and/or any affiliate of Lessorrelanng to the finance of ec¡u1pmenl. after 10 days wrillen noUce: Or (d) Lessee becOmes insolvent or makeS an asslgnmenllor Ihe benef~ 01 credilOlS; or (a) a receiver, ltustee, conservator or Ilc:¡uidatar of Lessee or of all ora subslanUal part 01 its assets is appo1nled wi\h orwl\houl Ihe appn¡;aion or consent ofL...ee; ora petilion Is \i1ed by or against Lessee under fua Bankruplcy Code or under any other insolvency"""', providing far the relief of debtors; or (I) any representa\lOn or statemenl made or furnished by Lessæ 10 Lessor was false (( misleading in any material respecllVl1en mad. ot furnished; 01 (g) Lessee suslalns a material adversa change In lis condilion (financial or otherwise); or (11) there Is a default under any agreemenl v.h\ch supports or Is related ID this Lease, Lessor may. to Ihe extent pennined by apprK.3b1e law, _se anyone or more mthe following remedies: Q) Terminate 11115 Lease; Pi) Recover from Lessee all rent and otheramounls Ihen due; QII) Declare llle entire unpaid œJa~ of .....tal paymenls and other amounts ror the unexPIred lenn of !he Leasø or any ScI1edule lhe<eIo Immediately due and payable and 10 similarly ..ecelerate the balances due under any 01l>er agreernenlS between Lessee and Lessor and/or any affinale of Lessor relaUng 10 Ihe finance of equipment and recover \lie present \l3lue of (x) an unpaid rente and .0ll1er amourrts for the balance of the lann d lilts Lease and allier such agreemenls aAd (y) Lessofs anllcipaled ",sidual recovery from the Equlprnenl althe scI1eC1uled expitallDf\ 01 ibis Lease,all dlsoounted to !he dale of default at lour (4%) percent per annum: . pv) Rec¡uiIQ Lessee 10 t'Blum all eqUIpment andlor any equipment financed by LeSSor or lis alfmaìet. at Lessee" 8ICJeIIse, to a place designated by Lessor and 10 reCOver possession 01 an $uch Ilems, wilhÓuI demand or nalice. whenaver sam& may b& Iocaled, without any court order or p...tak1rt~ hearing. Lesse. h9lÐby ""ives al dama¡¡es o<:œ6loned by sucl1 retÞking. Lessor may, alils opllon, use, ship, slore, "'pair or lease all. Items, so recovered and sell or otherwise dis¡>0s9 of any such Items al a pñvale or public sale or resell It at Lessee" premises at reasonable business hours wllhoot being required to remove same. In the event Lessor disposes d: such ilem or 1Iems, Lessor shan gille Lessee credll lor any sums receiVed by .Lessor from lI1e sale or rental afW detlUcUon or the expenses or sale Q' rentaL Lessee shaD .also be liable and shall pay to Lessor an expenses incurred by lessor In connection wiIh the enfariemant of any 01 the Lassor's remedies InckJding all expenses 01 repossessing, sIoring, shipping, æpalrlng, and semng, and Les!Or's reasonable pre and post judgemenl allome>", lees and costs. Lessor and Lessee acknowledga the cfdI\aJlty In establishing a value for Ihe unexpired term and owing to sucl1 dlffttulty agree Ihallhe pI1)'ñslons of \hi!; poitagraph represenl an agreed measure of ""mages and are nol \0 be deeme<l a forfeiture or penalty. All remedies of Lessor hereunder are C1Jmulalive, are In addiUon to any other remedies provided far by law, and may; 10 the _I pennitied by law, be exerctsed cnncurrenUy or separately. The exercise or any one remedy shalt not be deemed 10 be an eledIorJ of such remedy or to preclude the .-elSe of any oIher ramady, No rai\ule on the part of Ihe l.es&or to exercis.. and no delay In exercising any right or rernacty .haD operate as a waIver th""",f ar modify the lerms of this Lease. A waiver of derauU shaD no! be a waiver 01 any oU1er or subsequent defaull 14. ASSIGNMENT: WAIVER OF DEFENSES: QUIET ENJOYMENT, lessor may, w\IhOUI nolice or consen~ assign or transfer Ihls Lease or grant a seQlrtty 10- n any eqUipmen~ any rentals, or any other sums due or to become due hereunder, and in such event Lessofs assignee shall ha"" aD the rights, poweIS and remedies 01, Lessor hereunder. Lessee agrees \haI no assignee of Lessor shaD be bound to pelÍonn any duty. covenant, candillon or wam:lnty attr1butable 10 Lessor and Lessee further agrees not 10 raise any clam or defense al1slng out of this Lease or otherw1se which it may have agalns! Lessor as a delense. counl9rClallli, or offset. to any aclion by an assignee or SØOJred party h.....nder- Upon Lessor's requesl. Lessee \Vßl acknowledge to any assignee receipt of Lesso<'s lIolIce of assignment. Nothing conlainoc1 heraln is intended to re&eva Lessor of any ollIS obligations. ProvIded Lessee Is not n defàull heœUnder, Lessee shell quietly use and enjoy the Equipment, ....becllo the termS . hereof. LESSEE SHALL NOT ASSIGN THIS LEASE OR ANY INTERESTS HEREUNDER NOR ENTER INTO AN'( SUBLEASE WITH RESPECT TO THE EQUIPMENT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, WHICH MAY BE GRANTED OR WITHHELD IN LESSOR'S SOLE DISCRETION. 15. GOVERNING LAw-. JURISDICTION AHD vENUE WI>J\IER OF TRII\L BY JURY. THIS lEASE IS GOVEFUleD BY THE LAWS OF THE STATE OF NEW JERSEY, BUT ONLY TO THE EXTENT SUCH $TATE LAW IS NOT PREEMPTED BY FEDERAL LAW OR REGULATION. LESSEE CONSENTS TO THE PERSONAl. JURISDICTION OF THE FEDERAl.. þJ/,D SUTE COURTS OF THE STATE OF NEW .æRSEY WITH RESPECT TO ANY ACTION ARISING our OF THIS lEASE OR THE EQUIPMENT PROVIDED, HOWEVER. LESSOR MAY, IN ITS SOLE DISCRETION, ENFORCE THIS LEASE IN ANY COURT HAVING LAWFUL JURISDICTION THEREOF. Lessee agl99S thai sarvice of pmœss In any such sull may be made by cer1illad mail relu," receipt requesied, addressed ID the Lessee alllte addre:¡s set rar1h herein. . TO THE EXTENT PERMITTED BY LAW. LESSEE wAII/ES TRIAL BY JURY IN At{'( ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMEIlr BY OR AGAINST LESSOR HEREUNDER. AND ANY AND ALL RIGKTS AND REMEDIES GRANTED LESSEE BY SECTIONS 2M08 THROUGH 2A.522 OF THE UNIFORM COMMERCIAL CODE. LESSEE WÞNES THE RIGKT TO ALE />HY AMENDMENTS OR TERMINATIONS OF FINANCING STATEMENI'SWITHOUT LESSOR'S SJGNATlJRË. 16, !3ENERA!,; ANAHCIAL STATEMENTS, this Lease S!1an Inure 10 the benefft of amI Is blndmg I.PXI \he heirs, pomona! reprasentattvas, success<>l$. and assigns or the parties h_lo- Tlma is 01111& essence of this Lease. this Lease contains the enD", anangerne<lt be_en Lessor and lessee, and no modification of this L..."" shal be effeClMl unleSS In VIrfIlng and executed by Les6or. All covenanlS and obigalions of Lessee Ie be peTlotmed pursuant to ...1. Lease. including all paymenls 10 be made by lessee hereunder shan survNe Ihe e"pimtlon crt aal1ier termination of this lease. If more than one Lessee is named in this leasa,lhe liabllily of each shan be joint and several. In the !!\'Bnl any provision of this Lease shan be unenforceable, then suell provision sI1aII be deemoc1 deleled, howewr aU other provisions herool shell remain In fun force and effec\. All no4iœS under this Lease shan be deemed gìven When deUyered personally or when senl by cer\'lfied man to 1119 party Inlendad al lis address sa! far1h herein. or such other addresses said party may provide In wtiling lrom lime to Ume, Lessee agrees 10 deliver 10 Lessor annual flnanclal slatemen!:S and suell quarte~y financial statements, In lonn and substanœ as Lessor -- /9 . Doc.umenÍ2 Page 2 of2 ~vvv ...~, A-V' ~VV~ ..... vv ~ .~~ ~ MedI rønic Schedule No. 1A Medtronlc Emergency Response Systems 11811 Willows Road NE P.O. Box 97023 Redmond. WA 98073-9723 U.S.A www.medtronÎc~rs.com www,medtronìc.com tel 800.442.1142 fax. 800.732.0956 To: Deputy Chief Jim Austad Os~osh Fire Department 101 Court Street - Oshkosh,WI54901 Phone: (920) 982-5330 Fax: (920)23~5295 jaustad@ci.osjkoSh.wi.us Quote#: ReV#: Quote Date: Sales Consultant: FOB: Shipping: Terms: 1~60718709 4 12115/2005 Jeff Preston 800-442-1142 x 72730 Redmond, WA ......- Net 30, all quotes subjecllò credit approval and the following terms & conditions . Upgrade Promo (RP.12UPG) Exp Date: 01/2712006 Contract: Service 4 UPG12CO2 - ETCO2 Option Field Service 5 $5,150.00 $'875.50 $0.00 $4,274.50 $21.372.50. Upgrade for LP12 . UPG12CO2 - ETCO2 Option Field Service 2 $5.150,00 $5,150.00 $0.00 $0.00 SO.OO Upgrade for LP12 PRT100 . Hardware Kit Option $250.00 $42.50 $0.00 $207.50 $207.50 Printer hardware kit option for use with 12-lead. ElCO2. Invasive pressure and Premium (Trending) Software field service upgrades. UPG12NIBP . NIB? Option Field Service 2 $3,300.00 $561.00 $0.00 $2,739.00 $5,478.00 Upgrade for LP12 U?G12NI6P - NIBP Option Field Service $3,300.00 $3,300.00 $0.00 $0.00 $0.00 upgrade for LP12 1 2 3 5 Sl)B TOTAL EST1MATED TAX ESTIMATED SHIPPING & HANDLING GRAND TOTAL $27,058.00 $0,00 $0.00 $21,056.00 Pri~ing Sum~ðY Totals - List Price: SerVice Contract Discount: Cash Discounts: GRA'ND TOTAL FOR THIS QUOTE $46.200.00 - $7,854.00 -$11.288.00 $27,056.00 19 Page ~ of L 3 '!!:IVUU ~_. --. -- -~ ~.. ~. ..~ NON-APPROPRIATION OF FUNDS ADDENDUM TO AGREEMENT ADDENDUM. DATED TO MASTER LEASE AGREEMENT NO. 200199944 DATED (THE U AGREEMENT") BY AND BETWEEN CITY OF OSHKOSH DfB/ A OSHKOSH FIRE DEP AR'fME1'.IT ("LESSEE") AND CITICORP VENDOR FINANCE. INC. ("LESSOR"). For good and valuable consideration, the parties agree to amend and supplement the Agreement as follows: 1. All capitalized tenns contained herein shall have the meanings ascribed to them in the Agreement, except as otherwise expressly provided for herein;. . 2. NotWithstanding anything contained in the Agreement to the contrary, in the event no funds or insufficient funds are appropriated and budgeted or are not otherwise legally available by any means whatsoever in any fiscal period for rents due under the Agreement ("Non-Appropriation"), Lessee will immediately notify the Lessor 01" its assigns of such occurrence and PROVIDED LESSOR WAS NOTIFIED AT LEAST SIXTY (60) DAYS PRIOR TO THE END OF THE THEN APPLICABLE FISCAL PERIOD, the Agreement shall temrinate on the last day of the fiscal period for which appropriations were made without penalty or expense to Lessee of any kind whatsoever, except as tò the portions of rents herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees, at its expense, to peaceably deliver the Equipment to Lessor at the location or locations specified by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees tlmt in order to compensate Lessor for the loss of use of the Equipment by Lessee to Lessor. Lessee shall pay the rent on the Equipment,. as provided in the Agreement, until the Lessee has delivered the Equipment to Lessor as provided herein, including during the period of any delay caused by the lack of governmental authorization to permit return of the Equipment to Lessor. Upon Non-Appropriation, Lessor may request from Lessee's legal counsel and Lessee agrees to obtain its legal counsel's opinion, at Lessee's expense, confuming that the Non-Appropriation . conforms \Vith the restrictions set forth herein together with appropriate documentation, providing sufficient proof of the Non-Appropriation: The terms and conditions of this paragraph shall survive the termination of the Agreement. 3. Notwithstanding anything contained in the Agreement to the contrary, in the event of a default under the Agreement, Lessor may declare to be immediately due and payable the entire unpaid balance of rental payments and other amounts payable under the Agreement only to the end of the fiscal period for which appropriations have been made. 4. Lessee represents to Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the state in which it is located with full power and authority to enter into the Agreement rod the transactions contemplated there 'by and to perfonn all of its obligations thereunder; (b) Lessee has duly authorized the execution and delivery of the Agreement by proper action by its governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof; ( c) Lessee has. in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal period to make the rental payments scheduled to come due during the current fiscal period and to meet its other obligations under the Agreement for the current fiscal period; (d) Lessee has complied with such public bidding requirements as may bè applicable to the Agreement and the acquisition by Lessee of the Equipment; (e) the Equipment will be used by Lessee only for the purpose ofperfomring essential governìnental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority; and (f) the Equipment is essential to the function of Lessee or to the service Lessee provides to its 'citizens . 5. Except to the extent modified by this Addendum, the terms and conditions of the Agreement shall remain unchanged and continue in full force and effect and the Lease shall not be further supplemented or amended accept by writing executed by authorized. officers of Lessee and Lessor. LESSEE: CITY OF OSHKOSH D/B/A OSHKOSH FIRE /0: ARTMENT c/ LESSOR; CITICORP VENDOR FINANCE INC. By; Type Name and Title Type Name and Title ( Non-Appropriation Rider 8.1 I .2005 ,"""vv' ~_. --, -- -- -,. -. . .~- Fact Sheet and Essential Use Questionnaire (Please complete on your letterhead) CitiCapital 700 East Gate Drive Suite 400 Mt. Laurel, NJ 08054 . Contact: Jennifer Boswell Phone #: 800-257~8451 To Whom It May Concern: As a representative of the below entity, I am furnishing the following factual information to facilitate the credit review process for the proposed Equipment Lease-Purchase transaction. Address and Contact Information . 1. The Legal Name of the entity entering into the CitiCapital Equipment Lease-Purchase Agreement is: 2, The address of the above entity is: Street: City: County: State:- ZIP: 3, The Federal Tax I.D. for the above entity is: 4. The Main hidividualContact is: Title: Telephone #: Facsimile #: 5. The Name of Legal Counselis: Contact Person is: Telephone#: Facsimile #: 6. The Accounts Payable Contact is: Telephone #: Facsimile '#: Street: City: County: State:- ZIP: 'i!:J vuU ...¿;.I.LU/,,"UVU .L,.VI ~'fi-<" 7 . The address where the equipment will be kept is: Street: City: County: State:- ZIP: EQuipment Information 1. The department that will be using the equipment is: 2. The useful life of the equipment in the operation of the department is: 3. The department / program has been in operation for years. . 4, A detailed explanation of the use and application of the equipment is as follows: 5. The equipment is essential to the organization for the following reasons: 6. This equipment replaces previous equipment: No- Yes If yes, when was the previous equipment originally purchased? - (Year) The disposition.of the old equipment will be (Le, trade in, keep for parts, etc.) 7. Other equipment being used for the same purpose consists of: 8. The need for the new or additional equipment was prompted by: Repavrnent Source Information" 1. The source of revenue which will be used to pay for the rentals on the equipment due during the currentflscal year is (i.e. General Funds, Special Revenue Fund, etc.) The fund(s) generate(s) revenue from: '!!dUViJ --.--.---- -.,-, A.- , ' . 2. The source of revenue which wiu be used to pay for the rentals on the equipment due during the next andfuturefiscal years are (i.e. General Funds, Special Revenue Fund, etc.) /' The fund(s) generate(s) revenue from: 3. If Special Revenue Funds are the source ofrepayroent, what is that source and how is it billed/collected: Entit\' Information 1. The trend in General Fund Balance for the last fiscal year: 2. The entity (has not) (has) defaulted or non-appropriated on any obligations. Lessee: By: x: Title: Date: