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LESSOR:Dell Financial Services L.L.C.
<br />WIan9,Addr :
<br />ONE DELL WAY
<br />Round Rock, TX 78682
<br />This Master Lease Agreement ("Agreement"), effective as of the Effective
<br />Date set forth above, is between the Lessor and Lessee named above.
<br />Capitalized terms have the meaning set forth in this Agreement.
<br />1. LEASE.
<br />Lessor hereby leases to Lessee and Lessee hereby leases the equipment
<br />("Products"), Software (defined below), and services or fees, where
<br />applicable, as described in any lease schedule ("Schedule"). Each
<br />Schedule shall incorporate by reference the terms and conditions of this
<br />Agreement and contain such other terms as are agreed to by Lessee and
<br />Lessor. Each Schedule shall constitute a separate lease of Products
<br />("Lease"). In the event of any conflict between the terms of a Schedule
<br />and the terms of this Agreement, the terms of the Schedule shall prevail.
<br />Lessor reserves all rights to the Products not specifically granted to
<br />Lessee in this Agreement or in a Schedule. Execution of this Agreement
<br />does not create an obligation of either 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
<br />("Acceptance Date"). Lessee shall be solely responsible for unpacking,
<br />inspecting and installing the Products.
<br />(b) Lessor shall deliver to Lessee a Schedule for Products. Lessee
<br />agrees to sign or otherwise authenticate (as defined under the Uniform
<br />Commercial Code, "UCC") and return each Schedule by the later of the
<br />Acceptance Date or five (5) days after Lessee receives a Schedule from
<br />Lessor. If the Schedule is not signed or otherwise authenticated by
<br />Lessee within the time provided in the prior sentence, then upon written
<br />notice from Lessor and Lessee's failure to cure within five (5) days of such
<br />notice. Lessor may require the Lessee to purchase the Products by
<br />paying the Product Cost charged by the Seller, plus any shipping charges,
<br />Taxes or Duties (defined below) and interest at the Overdue Rate
<br />accruing from the date the Products are shipped through the date of
<br />payment. If Lessee returns any leased Products in accordance with the
<br />Seller's return policy, it will notify Lessor. When Lessor receives a credit
<br />from the Seller for the returned Product, the Schedule will be deemed
<br />amended to reflect the return of the Product and Lessor will adjust its
<br />billing records and Lessee's invoice for the applicable Lease. In addition,
<br />Lessee and Lessor agree that a signed Schedule may be amended by
<br />written notice from Lessor to Lessee provided such notice is (1) to correct
<br />the serial (or service tag) number of Products or (ii) to adjust the related
<br />Rent (defined below) on the Schedule (any increase up to 15% or any
<br />decrease) caused by any change made by Lessee in Lessee's order with
<br />the Seller.
<br />3. TERM.
<br />The initial term (the "Primary Term") for each Lease shall begin on the
<br />date set forth on the Schedule as the Commencement Date (the
<br />"Commencement Date"). The period beginning on the Acceptance Date
<br />and ending on the last day of the Primary Term, together with any
<br />renewals or extensions thereof, is defined as the "Lease Term". The
<br />EFFECTIVE DATE: December 2, 2019
<br />MASTER LEASE AGREEMENT NO. 1844711999-60992
<br />LESSEE:CITY OF SOUTH BEND, INDIANA
<br />r n ip 1. Address:
<br />227 WEST JEFFERSON BLVD.
<br />SOUTH BEND, IN 46601
<br />Lease is noncancelable by Lessee, except as expressly provided in
<br />Section 5.
<br />4. RENT; TAXES; PAYMENT OBLIGATION.
<br />(a) The rental payment amount ("Rent") and the payment period for
<br />each installment of Rent ("Payment Period") shall be stated in the
<br />Schedule. A prorated portion of Rent calculated based on a 30-day
<br />month, 90-day quarter or 360-day year (as appropriate) for the period
<br />from the Acceptance Date to the Commencement Date shall be added to
<br />the first payment of Rent. All Rent and other amounts due and payable
<br />under this Agreement or any Schedule shall be paid to Lessor in lawful
<br />funds of the United States of America at the payment address for Lessor
<br />set forth above or at such other address as Lessor may designate in
<br />writing from time to time. Whenever Rent and other amounts payable
<br />under a Lease are not paid when due, Lessee shall pay interest on such
<br />amounts at a rate equal to the lesser of 1 % per month or the highest such
<br />rate permitted by applicable law ("Overdue Rate"). Rent shall be due and
<br />payable whether or not Lessee has received an invoice showing such
<br />Rent is due. Late charges and reasonable attorney's fees necessary to
<br />recover Rent and other amounts owed hereunder are considered an
<br />integral part of this Agreement. The rate factors used for the calculation
<br />of the payment are based in part on similar or like term swap or T-bill
<br />rates as published by the US Federal Reserve Board. In the event the
<br />applicable rates change between Lessor initially providing the rate factors
<br />and the commencement of a Schedule. Lessor reserves the right to
<br />change the applicable rate factor commensurate with the change in the
<br />applicable rates.
<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
<br />taxes, fees, levies or assessments lawfully assessed or levied against
<br />Lessor or with respect to the Products and the Lease (collectively
<br />'Taxes"), and' customs, duties or surcharges on imports or exports
<br />(collectively, "Duties"), plus all expenses incurredin connection with
<br />Lessor's purchase and Lessee's use of the Products, including but not
<br />limited to shipment, delivery, installation, and insurance. Unless Lessee
<br />provides Lessor with a tax exemption certificate acceptable to the relevant
<br />taxing authority prior to Lessor's payment of such Taxes, Lessee shall pay
<br />to Lessor all Taxes and Duties upon demand by Lessor. Lessor may, at
<br />its option, invoice Lessee for estimated personal property tax with the
<br />Rent Payment. Lessee shall pay all utility and other charges incurred in
<br />the use and maintenance of the Products.
<br />(c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S
<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
<br />ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM,
<br />INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON
<br />WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY
<br />LESSEE AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR
<br />THE SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL
<br />OR PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR
<br />POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for any
<br />Reference: 184471199M O99 2
<br />Master Lease Agreement -Public NOV201 6
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