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reason, Lessee shall make its claim solely against the Seller of such
<br />Product (or the Licensor in the case of Software, as defined below) and
<br />shall nevertheless pay Lessor or its assignee all amounts due and
<br />payable under the Lease.
<br />5. 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
<br />lawfully within its power to obtain and maintain funds from which the Rent
<br />and other 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 Secretary/Clerk's Certificate provided
<br />to 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 funds 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 />survive the end of the Lease Term) and any interest in the Products shall
<br />cease and Lessee shall surrender the Products in accordance with
<br />Section 8. Notwithstanding the foregoing, Lessee agrees that, without
<br />creating a pledge, lien or encumbrance upon funds available to Lessee in
<br />other than its current Fiscal Period, it will use its best efforts to take all
<br />action necessary to avoid termination of a Schedule, including making
<br />budget requests for each Fiscal Period during each applicable Lease
<br />Term for adequate funds to meet its Lease obligations and to continue the
<br />Schedule in force.
<br />(c) Lessor and Lessee intend that the obligation of Lessee to pay Rent
<br />and other amounts due under a Lease constitutes a current expense of
<br />Lessee and is not to be construed to be a debt in contravention of any
<br />applicable constitutional or statutory limitation on the creation of
<br />indebtedness or as a pledge of funds beyond Lessee's current Fiscal
<br />Period,
<br />6. LICENSED MATERIALS.
<br />Software means any operating system software or computer programs
<br />included with the Products (collectively, "Software"). "Licensed Materials"
<br />are any manuals and documents, end user license agreements, evidence
<br />of licenses, including, without limitation, any certificate of authenticity and
<br />other media provided in connection with such Software, all as delivered
<br />with or affixed as a label to the Products. Lessee agrees that this
<br />Agreement and any Lease (including the sale of any Product pursuant to
<br />any purchase option) does not grant any title or interest in Software or
<br />Licensed Materials. Any use of the terms "sell," "purchase," "license,"
<br />"lease," and the like in this Agreement or any Schedule with respect to
<br />Software shall be interpreted in accordance with this Section 6.
<br />7. USE; LOCATION; INSPECTION.
<br />Lessee shall: (a) comply with all terms and conditions of any Licensed
<br />Materials; and (b) possess and operate the Products only (i) in
<br />accordance with the Seller's supply contract and any service provider's
<br />maintenance and operating manuals, the documentation and applicable
<br />laws; and (ii) for the business purposes of Lessee. Lessee agrees not to
<br />move Products from the location specified in the Schedule without
<br />providing Lessor with at least 30 days prior written notice, and then only to
<br />a location within the continental United States and at Lessee's expense.
<br />Without notice to Lessor, Lessee may temporarily use laptop computers at
<br />other locations, including outside the United States, provided Lessee
<br />complies with the United States Export Control Administration Act of 1979
<br />and the Export Administration Act of 1985, as those Acts are amended
<br />from time to time (or any successor or similar legislation). Provided
<br />Lessor complies with Lessee's reasonable security requirements, Lessee
<br />shall allow Lessor to inspect the premises where the Products are located
<br />from time to time during reasonable hours after reasonable notice in order
<br />to confirm Lessee's compliance with its obligations under this Agreement.
<br />6. RETURN.
<br />At the expiration or earlier termination of the Lease Term of any Schedule,
<br />and except for Products purchased pursuant to any purchase option
<br />under the Lease, Lessee will (a) remove all proprietary data from the
<br />Products and (b) return them to Lessor at a place within the contiguous
<br />United States designated by Lessor. Upon return of the Products,
<br />Lessee's right to the operating system Software in returned Products will
<br />terminate and Lessee will return the Products with the original certificate
<br />of authenticity (attached and unaltered) for the original operating system
<br />Software. Lessee agrees to deinstall and package the Products for return
<br />in a manner which will protect them from damage. Lessee shall pay all
<br />costs associated with the packing and return of the Products and shall
<br />promptly reimburse Lessor for all costs and expenses for missing or
<br />damaged Products or operating system Software. If Lessee fails to return
<br />all of the Products at the expiration of the Lease Term or earlier
<br />termination (other than for non -appropriation) in accordance with this
<br />Section, the Lease Term with respect to the Products that are not
<br />returned shall continue to be renewed as described in the Schedule.
<br />9. RISK OF LOSS; MAINTENANCE; INSURANCE.
<br />(a) From the date the Products are delivered to Lessee's ship to location
<br />until the Products are returned to Lessor's designated return location or
<br />purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or
<br />damage to the Products; (ii) to maintain the Products in good operating
<br />condition and appearance, ordinary wear and tear excepted; (iii) to
<br />comply with all requirements necessary to enforce all warranty rights; and
<br />(iv) to promptly repair any repairable damage to the Products. During the
<br />Lease Term, Lessee at its sole discretion has the option to purchase a
<br />maintenance agreement from the provider of its choice (including, if it so
<br />chooses, to self -maintain the Products) or to forgo such maintenance
<br />agreement altogether; regardless of Lessee's choice, Lessee will continue
<br />to be responsible for its obligations as stated in the first sentence of this
<br />Section. At all times, Lessee shall provide the following insurance: (x)
<br />casualty loss insurance for the Products for no less than the Stipulated
<br />Loss Value (defined below) naming Lessor as loss payee; and (y) liability
<br />insurance with respect to the Products for no less than an amount as
<br />required by Lessor, with Lessor named as an additional insured; and (z)
<br />such other insurance as may be required by law which names Lessee as
<br />an insured and Lessor as an additional insured. Upon Lessor's prior
<br />written consent, Lessee may provide this insurance pursuant to Lessee's
<br />existing self insurance policy or as provided for under state law. Lessee
<br />shall provide Lessor with either an annual certificate of third party
<br />insurance or a written description of its self insurance policy or relevant
<br />law, as applicable. The certificate of insurance will provide that Lessor
<br />shall receive at least ten (10) days prior written notice of any material
<br />change to or cancellation of the insurance policy or Lessee's self-
<br />insurance program, if previously approved by Lessor. If Lessee does not
<br />give Lessor evidence of insurance in accordance with the standards
<br />herein, Lessor has the right, but not the obligation, to obtain such
<br />insurance covering Lessor's interest in the Products for the Lease Term,
<br />including renewals. If Lessor obtains such insurance, Lessor will add a
<br />monthly, quarterly or annual charge (as appropriate) to the Rent to
<br />reimburse Lessor for the insurance premium and Lessor's then current
<br />insurance administrative fee.
<br />(b) If the Products are lost, stolen, destroyed, damaged beyond repair or
<br />in the event of any condemnation, confiscation, seizure or expropriation of
<br />such Products ("Casualty Products"), Lessee shall promptly (i) notify
<br />Lessor of the same and (ii) pay to Lessor the Stipulated Loss Value for
<br />the Casualty Products. The Stipulated Loss Value is an amount equal to
<br />the sum of (a) all Rent and other amounts then due and owing (including
<br />interest at the Overdue Rate from the due date until payment is received)
<br />under the Lease, plus (b) the present value of all future Rent to become
<br />due under the Lease during the remainder of the Lease Term, plus (c) the
<br />present value of the estimated in place Fair Market Value of the Product
<br />at the end of the Primary Term as determined by Lessor; plus (d) all other
<br />amounts to become due and owing during the remaining Lease Term.
<br />Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be
<br />calculated using the federal funds rate target reported in the Wall Street
<br />Journal on the Commencement Date of the applicable Schedule. The
<br />discount rate applicable to tax-exempt Schedules shall be federal funds
<br />rate target reported in the Wall Street Journal on the Commencement
<br />Date of the applicable Schedule less 100 basis points.
<br />Reference: 1844711999-60992
<br />Master Lease Agreement - Public_NOV2018 Page 2 of 5
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