PURCHASE AND SERVICE AGREEMENT THIS AGREEMENT is dated for identification this 3rd day of October, 2018 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and MBS Business Systems, (“Supplier”), whose address is 325 Victor Street, Suite A. This Agreement is made with reference to the following facts. This contract will remain in effect from 11/5/18 to 11/5/23. I.

RECITALS

1.1

Town sought quotations for the purchase described in this Agreement, and Supplier was found to be the lowest responsible supplier for this purchase.

1.2

Supplier represents that it is a qualified and competent supplier of the items to be purchased under this Agreement.

1.3

The Town desires to engage Supplier to provide copier and printer management and maintenance support.

1.4

The Supplier represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. II.

2.1

AGREEMENTS

Supplies and Terms. Supplier hereby agrees to deliver to Town at 110 E. Main, Los Gatos, CA the items and materials described in Town of Los Gatos Request for Proposal for Multifunctional Printer (MFP) Replacement, Management and Maintenance Services which is attached hereto and incorporated by reference. The terms and conditions are as follows: (1)

Price. Town shall pay Supplier the amounts defined in Exhibit A, which include sales tax and delivery charges. Payment shall be net 30 days from delivery.

(2)

Delivery. The delivery of the items and materials shall be no later than November 9, 2018. Delivery shall be made between 8:00 a.m. and 5:00 p.m. on weekdays that are not Town holidays or furlough days.

2.2

Time of the Essence. Prompt delivery of the items and materials is essential to this Agreement.

2.3

Scope of Services. Supplier shall provide services as described in that certain Multifunctional Printer (MFP) Replacement, Management and Maintenance Service prepared for The Town

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ATTACHMENT 1

of Los Gatos sent to the Town on 8/24/18, which is hereby incorporated by reference and attached as “Exhibit A.” 2.4

Time of Performance. The services to be performed are as follows: M-F, 8:00 am to 5:00 pm excluding holidays, 11/5/18 to 11/5/23.

2.5

Compliance with Laws. The Supplier shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Supplier represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Supplier to practice its profession. Supplier shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

2.6

Sole Responsibility. Supplier shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

2.7

Information/Report Handling. All documents furnished to Supplier by the Town and all reports and supportive data prepared by the Supplier under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Supplier's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Supplier in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Supplier shall not make any of the these documents or information available to any individual or organization not employed by the Supplier or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Supplier pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Supplier in connection with other projects shall be solely at Town's risk, unless Supplier expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Supplier which is and has been confirmed in writing by Supplier to be a trade secret of Supplier.

2.8

Compensation. Compensation for the supplies and materials delivered and for supplier's professional services shall not exceed negotiated amount, inclusive of all costs. Payment shall be based upon Town approval of each task.

2.9

Billing. Billing shall be by invoice within thirty (30) days of the rendering of the services and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

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Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655

2.10

Availability of Records. Supplier shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Supplier shall make these records available to authorized personnel of the Town at the Supplier's offices during business hours upon written request of the Town.

2.11

Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Supplier. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2.12

Independent Contractor. It is understood that the Supplier, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Supplier may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Supplier agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Supplier shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Supplier or is based on allegations of Supplier's negligent performance or wrongdoing.

2.13

Conflict of Interest. Supplier understands that its professional responsibilities are solely to the Town. The Supplier has and shall not obtain any holding or interest within the Town of Los Gatos. Supplier has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Supplier warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Supplier shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after

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employment of a person, Supplier discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Supplier shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.14

Equal Employment Opportunity. Supplier warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Supplier nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

III. 3.1

INSURANCE AND INDEMNIFICATION

Minimum Scope of Insurance: i.

Supplier agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

ii.

Supplier agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

iii.

Supplier shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Supplier agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

iv.

Supplier agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Supplier for professional errors or omissions in the performance of the particular scope of work under this agreement.

General Liability:

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i.

The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Supplier; products and completed operations of Supplier, premises owned or used by the Supplier. This requirement does not apply to the professional liability insurance required for professional errors and omissions.

ii.

The Supplier's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or selfinsurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Supplier's insurance and shall not contribute with it.

iii.

Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.

iv.

The Supplier's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

3.2

All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk Administrator.

3.3

Workers’ Compensation. In addition to these policies, Supplier shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Supplier shall ensure that all subcontractors employed by Supplier provide the required Workers' Compensation insurance for their respective employees.

3.4

Indemnification. The Supplier shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Supplier, or any of the Supplier's officers, employees, or agents or any sub-contractor. IV.

GENERAL TERMS

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4.1

Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4.2

Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect.

4.3

Warranty. Supplier shall remedy any defects due to faulty materials and/or workmanship and pay for any damages to other work and/or existing facilities resulting therefrom which shall appear within a period of one year from the date of recording of final acceptance.

4.4

Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4.5

Termination of Agreement. The Town and the Supplier shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Supplier shall deliver to the Town all supplies and services scheduled to be delivered to Town within that fifteen (15) day period.

4.6

Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Supplier.

4.7

Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall entitled to reasonable attorney's fees, including costs of appeal.

4.8

Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Attn: Town Clerk 110 E. Main Street Los Gatos, CA 95030

be

MBS Business Systems Attn: Kenny Alexander 325 Victor Street, Suite A Salinas, CA. 93907

OR personally delivered to Supplier to such address or such other address as Supplier designates in writing to Town. 4.9

Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any

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attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. /// ///

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4.10

Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Supplier. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

IN WITNESS WHEREOF, the Town and Supplier have executed this Agreement. Town of Los Gatos by:

MBS Business Systems by:

Laurel Prevetti, Town Manager

Kellie Murphy, President

Recommended by:

Department Head Name, Title

Title

Approved as to Form:

Robert Schultz, Town Attorney

Attest:

Shelley Neis, CMC, Town Clerk Administrator

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Document Checklist

± Master Tax-Exempt Lease/Purchase Agreement – Execute signature block on last page of the Agreement. ± Addendum to Master Tax-Exempt Lease/Purchase Agreement – If required by Lessor, this document must be executed in the presence of an attester. The attesting witness does not have to be a notary but must be present at the time of execution. The attester will execute the signature block below the Lessee’ s signature block at the bottom right of the page. If computation is required, please submit a copy of the computation test with the addendum. ± Property Schedule – Execute signature block at the bottom of the page. This document must be executed in the presence of an attester. The attesting witness does not have to be a notary but must be present at the time of execution. ± Property Description and Payment Schedule –Exhibit 1, Appendix A and Appendix B– Execute the signature block at the bottom of each page. ± Bank Qualification and Arbitrage Rebate – Exhibit 2 – Execute the signature block at the bottom of the page. ± Certificate of Acceptance – Exhibit 3 – 1) if billing address is different than address shown on the Agreement, fill in billing information under # 4; 2) the date that all equipment is delivered, installed and accepted is the date that should be placed on the “ACCEPTANCE DATE”line; and 3) execute signature block at the bottom of the page. ± Lessee’s General and Incumbency Certificate – Exhibit 4 – The General Certificate must be signed by the person signing the Agreement. The Incumbency Certificate must be signed by an officer other than the person signing the Agreement. ± Lessee’s Counsel’s Opinion – Exhibit 5 – If required by Lessor, this document will need to be executed by your attorney, dated, and placed on his/her letterhead. ± Insurance Authorization and Verification – To be filled out by Lessee and returned with the executed documents. ± Notification of Tax Treatment – Please provide your State Sales/Use tax Exemption Certificate, if applicable. ± Form 8038-GC or G – Blank form provided to Lessee. Please consult your local legal/bond counsel or tax consultant with questions. ± Original Documents – Lessor will require original documents, including original 8038 form, prior to funding. ± Validation of Board Approval – If required by Lessor, a copy of board minutes or board resolution should be provided showing approval of the contract. ± Services and Supplies Rider – If Lessee has requested that Lessor, as a convenience to Lessee, invoice Lessee for certain service and supply payments Lessee owes to Vendor, this document must be executed by Lessee in the presence of an attester. The attesting witness does not have to be a notary but must be present at the time of execution. ­

EXHIBIT A

Master Tax-Exempt Lease/Purchase Agreement LESSOR:

LESSEE:

FULL LEGAL NAME

FULL LEGAL NAME

U.S. Bank Equipment Finance, a division of U.S. Bank National Association (“U.S. Bank Equipment Finance”)

Town of Los Gatos

STREET ADDRESS

STREET ADDRESS

1310 Madrid Street, Suite 101

APPLICATION NO.

2438413

110 E Main St

CITY

STATE

ZIP

CITY

STATE

ZIP

Marshall

MN

56258

Los Gatos

CA

95031

ARTICLE I DEFINITIONS The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Master Tax-Exempt Lease/Purchase Agreement, including all exhibits, appendices and schedules attached hereto. “Code” is defined in Section 3.01(f). "Commencement Date" is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences, which date shall be set forth in such Property Schedule. “Event of Default” is defined in Section 13.01. “Lease Payments" means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule. “Lease Payment Dates" means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule. "Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall be set forth in such Property Schedule, as provided in section 4.02. "Lessee" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns. "Lessor" means the entity identified as such in the first paragraph hereof, and its successors and assigns. “Nonappropriation Event” is defined in Section 6.06. "Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Property" means, collectively, the property leased/purchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively, beginning with Property Schedule 2. "Purchase Price" means the amount that Lessee may, in its discretion, pay to Lessor to purchase the Property under a Property Schedule, as provided in Section 11.01 and as set forth in the Property Schedule. "Renewal Terms" means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year. "State" means the state where Lessee is located. "Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or is purchasing all or any portion of the Property. ARTICLE II 2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be a separate financing, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Property Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule, and except as expressly provided in Section 12.02 below, Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property Schedules unless an Event of Default or Nonappropriation Event has also occurred under such other Property Schedules. ARTICLE III 3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a)

Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.

(b)

Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.

(c)

Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 5.

(d)

During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority.

(e)

Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor.

(f)

Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule.

(g)

The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject.

(h)

Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor. ARTICLE IV

4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule, for the Lease Term set forth in such Property Schedule. 4.02 Lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this Agreement or the Property Schedule. 4.03 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule. ARTICLE V 5.01 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Property Schedule. 5.02 Location; Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property. ARTICLE VI 6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional, statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments for said fiscal year, and only the Lease Payments for said current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not include a pledge of the taxing power of Lessee. 6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule, exclusively from legally available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Property Schedule, at Lessor's address set forth on the first page of this Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. 6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term. 6.04 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.06, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02. 6.05 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Lease Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Property Schedules can be obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Lease Payments due under the Property Schedules during the following budget year. Notwithstanding this covenant, if Lessee fails to appropriate the Lease Payments for a Property Schedule pursuant to Section 6.06, such Property Schedule shall terminate at the end of the then current Original Term or Renewal Term. Although Lessee has made this covenant, in the event that it fails to provide such notice, no remedy is provided and Lessee shall not be liable for any damages for its failure to so comply. 6.06 Nonappropriation. If during the then current Original Term or Renewal Term, sufficient funds are not appropriated to make Lease Payments required under a Property Schedule for the following fiscal year, Lessee shall be deemed to not have renewed such Property Schedule for the following fiscal year and the Property Schedule shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Property Schedule beyond the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation (a "Nonappropriation Event") Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property

under said Property Schedule to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon termination of said Property Schedule by reason of a Nonappropriation Event, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. In addition, Lessor may, by written instructions to any escrow agent who is holding proceeds of the Property Schedule, instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee. 6.07 Defeasance of Lease Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Property Schedule, a sum of cash and non-callable securities consisting of direct obligations of, or obligations the principal of an interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof, in such aggregate amount, bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest of Lessor in the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected. 6.08 Gross-Up. If an Event of Taxability occurs with respect to a Property Schedule, the interest component of Lease Payments on the Property Schedule shall thereafter be payable at the Taxable Rate, and Lessee shall pay to Lessor promptly following demand an amount sufficient to supplement prior Lease Payments on such Property Schedule so that Lessor receives the interest component of such Lease Payments, retroactive to the date as of which the interest component is determined to be includible in the gross income of Lessor for federal income tax purposes, calculated at the Taxable Rate, together with any penalties and interest actually imposed on Lessor as a result of the Event of Taxability. For purposes of this Section, “Event of Taxability”means, with respect to a Property Schedule, (a) a final determination by the Internal Revenue Service or a court of competent jurisdiction that the interest component of Lease Payments on the Property Schedule is includible for federal income tax purposes in the gross income of Lessor, or (b) receipt by Lessor of a written opinion of a nationally recognized public finance lawyer or law firm to the effect that there exists substantial doubt whether the interest component of Lease Payments on the Property Schedule is excludible for federal income tax purposes from the gross income of Lessor, in each case due to any action or failure to take action by Lessee. “Taxable Rate”means the interest rate at which the interest component of Lease Payments on a Property Schedule was originally calculated, divided by 0.79. ARTICLE VII 7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State, title to the Property shall vest in Lessee, subject to Lessor's interests under the applicable Property Schedule and this Agreement. 7.02 Personal Property. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building. 7.03 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property Schedule, including without limitation all Property Schedules now existing or hereafter executed, Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the Property, and on any proceeds of any of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest. ARTICLE VIII 8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership, possession, use and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications, and if requested by Lessor, Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers. 8.02 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.03 Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Property against loss or damage by fire 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 equal to at least the outstanding principal component of Lease Payments, and (b) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c) worker's compensation insurance covering all employees working on, in, near or about the Property; provided that Lessee may self-insure against all such risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an additional insured. All such casualty insurance shall contain a provision making any losses payable to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become effective without Lessor's prior written consent. Lessee shall furnish to Lessor, on or before the Commencement Date for each Property Schedule, and thereafter at Lessor's request, certificates evidencing such coverage, or, if Lessee self-insures, a written description of its selfinsurance program together with a certification from Lessee's risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above. 8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.

ARTICLE IX 9.01 Damage or Destruction. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds (as hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, unless Lessee shall have exercised its right to defease the Property Schedule as provided herein, or unless Lessee shall have exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. 9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 9.01, Lessee shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and, if Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to purchase Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule, if any. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after such defeasance or purchase may be retained by Lessee. ARTICLE X 10.01 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE “AS IS”ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a) neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. 10.02 Vendor’s Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties) related to the Property against the Vendor. Lessee’ s sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property. 10.03 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property; provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any governmental authority which could adversely affect this Agreement, any Property Schedule or the Property thereunder. 10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations, additions, modifications or improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the provisions of this Agreement. Such alterations, additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications or improvements made pursuant to this Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications and improvements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority. ARTICLE XI 11.01 Option to Purchase. Lessee shall have the option to purchase Lessor’ s entire interest in all of the Property subject to a Property Schedule and to terminate any restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule, if the Property Schedule is still in effect on such day, upon payment in full of the Lease Payments due thereunder plus payment of One (1) Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase Lessor’ s interest in the Property at least sixty (60) days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor’ s right, title and interest in and to the Property subject to such Property Schedule to Lessee. 11.02 Option to Prepay. Lessee shall have the option to prepay in whole the Lease Payments due under a Property Schedule, but only if the Property Schedule so provides, and on the terms set forth in the Property Schedule. ARTICLE XII 12.01 Assignment by Lessor. Lessor’ s right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or sub assignees by Lessor without the necessity of providing notice to or obtaining the consent of Lessee; provided that Lessee shall have no obligation to make payments to any assignee unless and until Lessee has received notice of the name, address and tax identification number of the assignee. The initial Lessor or its assignee(s) shall maintain a register of all assignees of each Property Schedule. To the extent permitted by applicable law, such assignees may include trust agents for the benefit of holders of certificates of participation. Lessee agrees that if Lessor sells, assigns or transfers a Property Schedule, Lessor’s assignee will have the same rights and benefits that Lessor has now and will not have to perform any of Lessor’ s obligations thereunder. Lessee agrees that Lessor’s assignee will not be subject to any claims, defenses, or offsets that Lessee may have against Lessor. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules. 12.02 Property Schedules Separate Financings. Assignees of the Lessor’s rights in one Property Schedule shall have no rights in any other Property Schedule unless such rights have been separately assigned. 12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE’ S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.

12.04 Release and Indemnification Covenants. To the extent permitted by applicable law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (collectively, “Losses”) arising out of or resulting from the entering into this Agreement, any Property Schedules hereunder, the ownership of any item of the Property, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Property resulting in damage to property or injury to or death to any person; provided, however, that Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor’ s own willful or grossly negligent conduct, or for Losses arising out of or resulting from Lessor’ s preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule (other than disclosure material provided to Lessor by Lessee). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement, or the applicable Property Schedule, or the termination of the Lease Term for such Property Schedule for any reason. ARTICLE XIII 13.01

Events of Default Defined. Any of the following shall constitute an “Event of Default”under a Property Schedule: (a)

Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;

(b)

Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;

(c)

Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;

(d)

Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or

(e)

An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force majeure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Lessee contained in Article VI hereof) Lessee shall not be in default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee. A Nonappropriation Event is not an Event of Default. 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a)

Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;

(b)

Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;

(c)

By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule;

(d)

Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement.

Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii). 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to 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 now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article. 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law.

ARTICLE XIV 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses as specified on the first page of this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration books maintained by Lessee. 14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Property Schedule: (a)

The estimated total costs, including taxes, freight, installation, and cost of issuance, of the Property under the Property Schedule will not be less than the total principal amount of the Lease Payments.

(b)

The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property is expected to be delivered and installed, and the Vendor fully paid, within eighteen months from the Commencement Date. Lessee will pursue the completion of the Property and the expenditure of the net proceeds of the Property Schedule with due diligence.

(c)

Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Lease Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Lease Payments under the Property Schedule.

(d)

The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Lease Payments under the Property Schedule.

(e)

There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Property Schedule; (ii) are being sold pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds.

(f)

The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of the proceeds of the Property Schedule. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth herein are accurate and the expectations of Lessee set forth herein are reasonable.

14.03 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Property Schedules, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Property Schedules. 14.04

Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.

14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof. 14.07 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule. 14.08 Execution in Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14.09

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.

14.10 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives.

U.S. Bank Equipment Finance

Town of Los Gatos

Lessor

Lessee

X Signature

Date

Signature

Date

Print Name

Title

Documentation Analyst Print Name

Title

X Attest By Signature

Print Name

Title

APPLICATION NO.

2438413

Property Schedule No. 1 Master Tax-Exempt Lease/Purchase Agreement This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax-Exempt Lease/Purchase Agreement (the “Master Agreement”), dated as of , between U.S. Bank Equipment Finance and Town of Los Gatos. 1.

Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement.

2.

Commencement Date. The Commencement Date for this Property Schedule is the date that Lessor pays Vendor for the Property.

3.

Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 and Appendix A. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1 and Appendix 2.

4.

Bank Qualification and Arbitrage Rebate. Attached as Exhibit 2.

5.

Certificate of Acceptance. The form of Certificate of Acceptance is attached as Exhibit 3.

6.

Lessee's General and Incumbency Certificate. The Lessee's General and Incumbency Certificate is attached as Exhibit 4.

7.

Lessee’ s Counsel’ s Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 5.

8.

Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Appendix B to Exhibit 1 and payment of all accrued and unpaid interest through the date of prepayment.

9.

Private Activity Issue. Lessee understands that among other things, in order to maintain the exclusion of the interest component of Lease Payments from gross income for federal income tax purposes, it must limit and restrict the rights private businesses (including, for this purpose, the federal government and its agencies and organizations described in the Code § 501(c)(3)) have to use the Property. Each of these requirements will be applied beginning on the later of the Commencement Date or date each portion of the Property is placed in service and will continue to apply until earlier of the end of the economic useful life of the Property or the date the Agreement or any tax-exempt obligation issued to refund the Property Schedule is retired (the “Measurement Period”). Lessee will comply with the requirements of Section 141 of the Code and the regulations thereunder which provide restrictions on special legal rights that users other than Lessee or a state or local government or an agency or instrumentality of a state or a local government (an “Eligible User”) may have to use the Property. For this purpose, special legal rights may arise from a management or service agreement, lease, research agreement or other arrangement providing any entity except an Eligible User the right to use the Property. Any use of the Property by a user other than an Eligible User is referred to herein as “Non-Qualified Use”. Throughout the Measurement Period, all of the Property is expected to be owned by Lessee. Throughout the Measurement Period, Lessee will not permit the Non-Qualified Use of the Property to exceed 10%.

10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by 1/1/2019. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives.

. U.S. Bank Equipment Finance

Town of Los Gatos

Lessor

Lessee

X Signature

Date

Signature

Date

Print Name

Title

Documentation Analyst Print Name

Title

X Attest By Signature

Print Name

Title

Exhibit 1

APPLICATION NO.

2438413

Property Description and Payment Schedule Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance and Town of Los Gatos. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Appendix A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: Various - see Appendix A. USE: Copiers/Printers. This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Amortization and Lease Payment Schedule See attached Appendix B for Amortization and Lease Payment Schedule.

IN WITNESS WHEREOF, Lessee has caused this Property Description to be executed by their duly authorized representative.

Town of Los Gatos Lessee

X Signature

Print Name

Title

Appendix A

APPLICATION NO.

2438413

Property Description VENDOR:

MBS Business Systems STREET ADDRESS

CITY

STATE

ZIP

325 Victor St Ste A

Salinas

CA

93907

PROPERTY DESCRIPTION QUANTITY

DESCRIPTION

1

Konica Minolta Bizhub 808 Digital MFP

SERIAL NUMBER

1

Konica Minolta Bizhub C458 Digital Color MFP

1

Konica Minolta Bizhub C458 Digital Color MFP

1

Konica Minolta Bizhub C287 Digital Color MFP

1

Konica Minolta Bizhub C287 Digital Color MFP

1

Konica Minolta Bizhub C3100P Digital Color Printer

1

Konica Minolta Bizhub C3100P Digital Color Printer

1

Konica Minolta Bizhub C658 Digital Color Printer

1

Konica Minolta Bizhub C658 Digital Color Printer

1

Konica Minolta Bizhub C658 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C308 Digital Color Printer

1

Konica Minolta Bizhub C3851FS Digital Color MFP

1

Konica Minolta Bizhub C3851FS Digital Color MFP

1

Konica Minolta Bizhub C3851FS Digital Color MFP

1

Konica Minolta Bizhub C3851FS Digital Color MFP

1

Konica Minolta Bizhub C3851FS Digital Color MFP

1

PrinterLogic Print Management Solution

1

Konica Minolta Bizhub C3110 Color Printer - Service Only

1

Konica Minolta Bizhub C3110 Color Printer - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

PROPERTY LOCATION

LESSEE ACCEPTANCE Town of Los Gatos

X

NAME OF LESSEE

SIGNATURE

TITLE

DATED

Appendix A

APPLICATION NO.

2438413

Property Description VENDOR:

MBS Business Systems STREET ADDRESS

CITY

STATE

ZIP

325 Victor St Ste A

Salinas

CA

93907

PROPERTY DESCRIPTION QUANTITY

DESCRIPTION

1

Konica Minolta Bizhub 4700P Printers - Service Only

SERIAL NUMBER

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

1

Konica Minolta Bizhub 4700P Printers - Service Only

PROPERTY LOCATION

LESSEE ACCEPTANCE Town of Los Gatos

X

NAME OF LESSEE

SIGNATURE

TITLE

DATED

Appendix B

APPLICATION NO.

2438413

Amortization and Lease Payment Schedule Term: 60 months Payment Structure: Monthly in Arrears Interest Rate: 6.380% Beginning Balance includes $10,600.70 for sales tax. If the Lease Payment Dates are not defined in this Amortization and Lease Payment Schedule, the first Lease Payment shall be due 30 days after the Commencement Date and each subsequent Lease Payment shall be due monthly thereafter.

Payment No.

Beginning Balance 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

Lease Payment

2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82 2,504.82

Interest Portion

682.59 672.90 663.16 653.37 643.53 633.63 623.68 613.68 603.63 593.52 583.36 573.14 562.87 552.55 542.17 531.73 521.24 510.70 500.09 489.44 478.72 467.95 457.12 446.23 435.29 424.28 413.22 402.10 390.92 379.68

Principal Portion

Outstanding Balance

1,822.23 1,831.92 1,841.66 1,851.45 1,861.29 1,871.19 1,881.14 1,891.14 1,901.19 1,911.30 1,921.46 1,931.68 1,941.95 1,952.27 1,962.65 1,973.09 1,983.58 1,994.12 2,004.73 2,015.38 2,026.10 2,036.87 2,047.70 2,058.59 2,069.53 2,080.54 2,091.60 2,102.72 2,113.90 2,125.14

128,386.47 126,564.24 124,732.32 122,890.66 121,039.21 119,177.92 117,306.73 115,425.59 113,534.45 111,633.26 109,721.96 107,800.50 105,868.82 103,926.87 101,974.60 100,011.95 98,038.86 96,055.28 94,061.16 92,056.43 90,041.05 88,014.95 85,978.08 83,930.38 81,871.79 79,802.26 77,721.72 75,630.12 73,527.40 71,413.50 69,288.36

Termination Amount (After Making Said Payment)

130,361.17 128,474.29 126,577.38 124,670.39 122,753.26 120,825.93 118,888.36 116,940.48 114,982.26 113,013.62 111,034.52 109,044.88 107,044.68 105,033.84 103,012.31 100,980.03 98,936.94 96,882.99 94,818.12 92,742.28 90,655.40 88,557.42 86,448.29 84,327.94 82,196.33 80,053.37 77,899.02 75,733.22 73,555.91 71,367.01

31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60

2,504.82 368.38 2,136.44 2,504.82 357.03 2,147.79 2,504.82 345.61 2,159.21 2,504.82 334.13 2,170.69 2,504.82 322.59 2,182.23 2,504.82 310.98 2,193.84 2,504.82 299.32 2,205.50 2,504.82 287.59 2,217.23 2,504.82 275.81 2,229.01 2,504.82 263.95 2,240.87 2,504.82 252.04 2,252.78 2,504.82 240.06 2,264.76 2,504.82 228.02 2,276.80 2,504.82 215.92 2,288.90 2,504.82 203.75 2,301.07 2,504.82 191.51 2,313.31 2,504.82 179.21 2,325.61 2,504.82 166.85 2,337.97 2,504.82 154.42 2,350.40 2,504.82 141.92 2,362.90 2,504.82 129.36 2,375.46 2,504.82 116.73 2,388.09 2,504.82 104.03 2,400.79 2,504.82 91.27 2,413.55 2,504.82 78.44 2,426.38 2,504.82 65.54 2,439.28 2,504.82 52.57 2,452.25 2,504.82 39.53 2,465.29 2,504.82 26.42 2,478.40 2,504.82 13.26 2,491.56 150,289.20 21,902.73 128,386.47

67,151.92 65,004.13 62,844.92 60,674.23 58,492.00 56,298.16 54,092.66 51,875.43 49,646.42 47,405.55 45,152.77 42,888.01 40,611.21 38,322.31 36,021.24 33,707.93 31,382.32 29,044.35 26,693.95 24,331.05 21,955.59 19,567.50 17,166.71 14,753.16 12,326.78 9,887.50 7,435.25 4,969.96 2,491.56 0.00

69,166.48 66,954.25 64,730.27 62,494.46 60,246.76 57,987.10 55,715.44 53,431.69 51,135.81 48,827.72 46,507.35 44,174.65 41,829.55 39,471.98 37,101.88 34,719.17 32,323.79 29,915.68 27,494.77 25,060.98 22,614.26 20,154.53 17,681.71 15,195.75 12,696.58 10,184.13 7,658.31 5,119.06 2,566.31

This Amortization and Lease Payment Schedule is hereby verified as correct by the undersigned, who acknowledges receipt of a copy.

LESSEE ACCEPTANCE Town of Los Gatos

X

NAME OF LESSEE

SIGNATURE

TITLE

DATED

Exhibit 2

APPLICATION NO.

2438413

Bank Qualification and Arbitrage Rebate U.S. Bank Equipment Finance 1310 Madrid Street Marshall, MN 56258

Re:

Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance and Town of Los Gatos.

[Consult tax counsel for applicable provisions] Bank Qualified Tax-Exempt Obligation under Section 265 Check One: _____ Lessee hereby designates this Property Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. or _____ Not applicable. Arbitrage Rebate Eighteen Month Exception: Pursuant to Treasury Regulations Section 1.148-7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within six months after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Lease Payment due under this Agreement.

Consult tax counsel if there is any chance that the Eighteen Month Exception will not be met. IN WITNESS WHEREOF, Lessee has caused this Bank Qualification and Arbitrage Rebate to be executed by their duly authorized representative. Town of Los Gatos Lessee

X Signature

Print Name

Title

Exhibit 3

APPLICATION NO.

2438413

Certificate of Acceptance U.S. Bank Equipment Finance 1310 Madrid Street Marshall, MN 56258

Re:

Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance and Town of Los Gatos.

Ladies and Gentlemen: In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bank Equipment Finance ("Lessor"), as follows: 1. The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. 2. Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. 3. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof. 4. Billing Address. If billing address differs from the address listed on the Master Tax Exempt Lease/Purchase Agreement please list below: BILLING NAME

STREET ADDRESS

CITY

STATE

ZIP

IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be executed by their duly authorized representative.

Acceptance Date Town of Los Gatos Lessee

X Signature

Print Name

Title

Exhibit 4

APPLICATION NO.

2438413

Lessee’s General and Incumbency Certificate GENERAL CERTIFICATE Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance, a division of U.S. Bank National Association and Town of Los Gatos (“Lessee”).

Re:

The undersigned, being the duly elected, qualified and acting official of Lessee holding the title stated in the signature line below, does hereby certify as of the date of this Certificate and the date of the Agreement (as defined below), as follows: 1.

Lessee did, at a meeting of the governing body of the Lessee, by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt Lease/Purchase Agreement (the “Master Agreement”) (collectively, the “Agreement”) by the undersigned.

2.

The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State.

3.

No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement.

4.

The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee.

5.

Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes.

6.

As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule.

IN WITNESS WHEREOF, the undersigned has signed this Certificate on the date stated below.

Town of Los Gatos

X

Lessee

Signature of Person to Sign Agreement

Print Name of Person to Sign Agreement

Print Title of Person to Sign Agreement

Print Date that Above Person Signed this Certificate

INCUMBENCY CERTIFICATE Re:

Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance, a division of U.S. Bank National Association and Town of Los Gatos (“Lessee”).

The undersigned, being the duly elected, qualified and acting Secretary, Clerk or other duly authorized official or signatory of the Lessee does hereby certify, as of the date of this Certificate and the date of the Agreement (as defined in the General Certificate above), as follows: As of the date of the meeting(s) of the governing body of the Lessee at which the above-referenced Master Agreement and the Property Schedule were approved and authorized to be executed, and as of the date hereof, the below-named representative of the Lessee held and holds the office set forth below, and the signature set forth below is his/her true and correct signature. NAME OF PERSON SIGNING AGREEMENT

TITLE OF PERSON SIGNING AGREEMENT

SIGNATURE OF PERSON SIGNING AGREEMENT

u IN WITNESS WHEREOF, the undersigned has signed this Certificate on the date stated below.

X Signature of Secretary, Clerk or other duly authorized official or signatory of Lessee (Cannot be same as Person Signing Agreement)

Print Name of Person Signing this Certificate

Print Title of Person who signed this Certificate

Print Date that Above Person Signed this Certificate

APPLICATION NO.

2438413

Insurance Authorization and Verification Re: Property Schedule No. 1 to Master Tax Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance and Town of Los Gatos. Lessor:

U.S. Bank Equipment Finance 1310 Madrid Street, Ste. 101 Marshall, MN 56258

Lessee:

Town of Los Gatos 110 E Main St Los Gatos CA 95031

TO THE LESSEE: In connection with the above-referenced Property Schedule, Lessor requires proof in the form of this document, executed by both Lessee* and Lessee’ s agent, that Lessee's insurable interest in the financed property (the “Property”) meets Lessor’ s requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft: LESSOR, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Lessee must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one million dollars). Lessee must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurable Value' $128,386.47, with deductibles no more than $10,000.00. *Lessee: Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for endorsement. In lieu of agent endorsement, Lessee’ s agency may submit insurance certificates demonstrating compliance with all requirements. Should you have any questions, please contact U.S. Bank Equipment Finance at 800-328-5371. By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage as outlined above. NAME OF AGENCY

NAME OF AGENT

STREET ADDRESS PHONE

CITY FAX

STATE

ZIP

E-MAIL

LESSEE ACCEPTANCE Town of Los Gatos

X

NAME OF LESSEE

SIGNATURE

TITLE

DATED

TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Lessor at 866-405-8329. This fully endorsed form shall serve as proof that Lessee's insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below.

AGENT ACCEPTANCE

X NAME OF AGENCY

SIGNATURE

Insurable Value: $128,386.47 ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.: 1

PRINT NAME

DATED

Tax-Exempt Purchase Agreement

AGREEMENT NO.

2438413

Addendum (California Judicial Reference Agreement) This California Judicial Reference Agreement (“Agreement”) is entered into in connection with any existing financing (“Financing”) provided by U.S.Bank Equipment Finance (“Lessor/Seller”) to Town of Los Gatos (“Lessee/Purchaser”) evidenced, secured and/or supported by one or more leases, loan agreements, notes, security agreements, guaranties, and/or other documents, together with any and all schedules and riders thereto and any and all other agreements executed and delivered by Lessee/Purchaser in connection therewith, being hereinafter referred to as the “Financing Documents.” For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto (collectively, the "Parties") agree as follows: 1. Any and all disputes, claims and controversies arising out of the Financing Documents or the transactions contemplated thereby (including, but not limited to, actions arising in contract or tort and any claims by a Party against Lessor/Seller related in any way to the Financing) (individually, a "Dispute") that are brought before a forum in which pre-dispute waivers of the right to trial by jury are invalid under applicable law shall be subject to the terms of this Agreement in lieu of the jury trial waivers otherwise provided in the Financing Documents. 2. Any and all Disputes shall be heard by a referee and resolved by judicial reference pursuant to California Code of Civil Procedure Sections 638 et seq. 3. The referee shall be a retired California state court judge or an attorney licensed to practice law in the State of California with at least ten (10) years' experience practicing commercial law. The Parties shall not seek to appoint a referee that may be disqualified pursuant to California Code of Civil Procedure Section 641 or 641.2 without the prior written consent of all Parties. 4. If the Parties are unable to agree upon a referee within ten (10) calendar days after one Party serves a written notice of intent for judicial reference upon the other Party or Parties, then the referee will be selected by the court in accordance with California Code of Civil Procedure Section 640(b). 5. The referee shall render a written statement of decision and shall conduct the proceedings in accordance with the California Code of Civil Procedure, the Rules of Court, and California Evidence Code, except as otherwise specifically agreed by the parties and approved by the referee. The referee's statement of decision shall set forth findings of fact and conclusions of law. The decision of the referee shall be entered as a judgment in the court in accordance with the provisions of California Code of Civil Procedure Sections 644 and 645. The decision of the referee shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the superior court. 6. Nothing in this Agreement shall be deemed to apply to or limit the right of Lessor/Seller (a) to exercise self help remedies such as (but not limited to) setoff, (b) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, (c) to obtain from a court provisional or ancillary remedies (including, but not limited to, injunctive relief, a writ of possession, prejudgment attachment, a protective order or the appointment of a receiver), or (d) to pursue rights against a Party in a third-party proceeding in any action brought against Lessor/Seller (including actions in bankruptcy court). Lessor/Seller may exercise the rights set forth in the foregoing clauses (a) through (d), inclusive, before, during or after the pendency of any judicial reference proceeding. Neither the exercise of self help remedies nor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies or the opposition to any such provisional remedies shall constitute a waiver of the right of any Party, including, but not limited to, the claimant in any such action, to require submission to judicial reference the merits of the Dispute occasioning resort to such remedies. No provision in the Financing Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in any Financing Document for judicial reference of any of Dispute. 7. If a Dispute includes multiple claims, some of which are found not subject to this Agreement, the Parties shall stay the proceedings of the Disputes or part or parts thereof not subject to this Agreement until all other Disputes or parts thereof are resolved in accordance with this Agreement. If there are Disputes by or against multiple parties, some of which are not subject to this Agreement, the Parties shall sever the Disputes subject to this Agreement and resolve them in accordance with this Agreement. 8. During the pendency of any Dispute which is submitted to judicial reference in accordance with this Agreement, each of the Parties to such Dispute shall bear equal shares of the fees charged and costs incurred by the referee in performing the services described in this Agreement. The compensation of the referee shall not exceed the prevailing rate for like services. The prevailing party shall be entitled to reasonable court costs and legal fees, including customary attorney fees, expert witness fees, paralegal fees, the fees of the referee and other reasonable costs and disbursements charged to the party by its counsel, in such amount as is determined by the Referee. Page 1 of 2

9. In the event of any challenge to the legality or enforceability of this Agreement, the prevailing Party shall be entitled to recover the costs and expenses from the non-prevailing Party, including reasonable attorneys' fees, incurred by it in connection therewith. 10. THIS AGREEMENT CONSTITUTES A "REFERENCE AGREEMENT" BETWEEN OR AMONG THE PARTIES WITHIN THE MEANING OF AND FOR PURPOSES OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638. IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. U.S. Bank Equipment Finance

Town of Los Gatos

Lessor

Lessee

X Signature

Print Name

Signature

Title

Title

Date

X Attest By Signature

Print Name

Title

Tax-Exempt Lease/Purchase Agreement

APPLICATION NO.

2438413

SERVICES AND SUPPLIES RIDER This Services and Supplies Rider is entered into as of , 20 NU (the “Rider”), between MBS Business Systems (“Vendor”), Town of Los Gatos (“Lessee”) and U.S. Bank Equipment Finance, a division of U.S. Bank National Association (“Lessor”). WHEREAS, Lessor and Lessee have entered into that certain Property Schedule No. 1, pursuant to the Tax-Exempt Lease/Purchase Agreement, dated as of , 20 NU (the “Lease”), for the lease/purchase of certain property identified therein (the “Property”); WHEREAS, the Property is being acquired from Vendor for the lease/purchase to Lessee under the Lease; WHEREAS, Lessee has the obligation to maintain the Property under the Lease; WHEREAS, Lessee wished to engage Vendor to provide certain services and supplies, set forth in Appendix A, hereto (the “Services and Supplies”) for the compensation from Lessee to Vendor as set forth in Appendix A (the “Service and Supply Payments”); WHEREAS, Lessee and Vendor wish for Lessor to invoice Lessee for the Service and Supply Payments with the invoicing of the Lease Payments under the Lease, as well as to receive such Service and Supply Payments and forward the same to Vendor; and WHEREAS, Lessor is willing to invoice the Service and Supply Payments with the invoicing of the Lease Payments under the Lease, as well as to receive such Service and Supply Payments and forward the same to Vendor subject to the terms and conditions of this Rider. NOW THEREFORE, Vendor, Lessee and Lessor agree as follows: 1. Vendor and Lessee represent and warrant that the description of the Services and Supplies and the Service and Supply Payments attached hereto in Appendix A are true and correct. Vendor and Lessee covenant that Lessor shall be provided with a written copy of any amendment of such Services and Supplies and Service and Supply Payments. Vendor and Lessee agree and understand that Lessor shall be invoicing the Service and Supply Payments solely from the written information provided by Vendor and Lessee. 2. Subject to the terms and conditions of this Rider, Lessor agrees to bill and collect on behalf of Vendor the Service and Supply Payments as set forth in Appendix A, and any sales tax due thereon, on the dates and with the invoicing of the Lease Payments. Lessor will report and remit all sales tax collected on the Service and Supply Payments to the taxing authorities in Lessor’ s name and will remit to Vendor the Service and Supply Payments actually collected by Lessor on a daily basis (not including weekends or holidays). Payments to Vendor shall be made in accordance with the written instructions on file with Lessor by Vendor. Vendor remains responsible for any income tax on its monthly receipts. Lessor shall not invoice other amounts for Service and Supply Payments absent written instruction signed by Vendor and Lessee agreeing to the revised Service and Supply Payments amounts. Vendor, at Vendor’ s option, may bill Lessee for overage charges in which case any reference to meter readings or overage charges in Appendix A shall not apply. 3. If the amounts received by Lessor from the Lessee are less than the total of the Lease Payments, the Service and Supply Payments and other amounts due under the Lease, Lessor shall apply and remit monies actually collected in the following order: (i) past due Lease Payments; (ii) current Lease Payments; (iii) past due Lessor fees and surcharges (excluding late fees); (iv) past due Service and Supply Payments; (v) current Lessor fees and surcharges (excluding late fees); (vi) current Service and Supply Payments; (vii) past due Lessor late fees; and, (viii) current Lessor late fees. Any sales tax due shall be applied at the time of the respective charges for which the sales tax is applicable. Lessor reserves the right to adjust how Lessor will apply and remit monies. Any adjustment to how Lessor will apply and remit collected monies shall be communicated to Vendor. 4. Lessor shall use commercially reasonable efforts to collect Service and Supply Payments on behalf of Vendor. If Lessor is unable to collect a Lease Payment or a Service and Supply Payment from Lessee, or if there has been a default by Lessee under the Lease, Lessor may request that Vendor assume billing and collection of the Service and Supply Payment due, including collecting, reporting and remitting (in Vendor’ s name) any sales or other taxes due thereon. 5. Lessee agrees and understands that Lessor is not providing any of the Services or Supplies and Lessee shall look solely to Vendor to provide said Services and Supplies. Lessee agrees and understands that notwithstanding the engagement of Vendor to provide Services and Supplies with respect to the Property that is under the Lease, and as between Lessee and Lessor, Lessee shall continue to be obligated to provide for the maintenance of the Property in accordance with the terms and conditions of the Lease. 6. LESSEE AGREES AND UNDERSTANDS THAT, SUBJECT TO THE RIGHT TO NONAPPROPRIATE, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE LEASE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN THE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT MIGHT ARISE BETWEEN THE PARTIES UNDER THIS RIDER. 7. With prior written notice, any of the parties may terminate this Rider, in which event Lessor shall provide a written accounting of the receipt and remittal of Service and Supply Payments as of the date of said termination. Any attempt by Vendor to assign or convey its rights or obligations under this Rider without Lessor’ s consent shall be deemed a termination of this Rider by Vendor.

8. Vendor hereby agrees to indemnify, defend and hold harmless Lessor and its affiliates, agents, contractors, employees, officers and directors (“Lessor Indemnitees”) from and against, any and all liabilities, obligations, losses, damages, penalties, claims actions, suits, costs, expenses and disbursements (including, without limitation, reasonable attorneys’fees and costs) of whatever kind or nature (“Claims”) imposed or assumed by, incurred by or asserted against any Lessor Indemnitees related to or arising out of this Services and Supplies Rider. 9. This Rider constitutes the entire agreement between Vendor, Lessee and Lessor with respect to the Services and Supplies and the Service and Supply Payments and this Rider may not be amended except in writing signed by all parties. This Rider shall be governed by and construed in accordance with the laws of the Lessee’ s state. This Rider may be simultaneously executed in counterparts; each shall be an original with all being the same instrument. IN WITNESS WHEREOF, Vendor, Lessor and Lessee have caused this Services and Supplies Rider to be executed in their names by their duly authorized representatives.

U.S. Bank Equipment Finance, a division of U.S. Bank National Association Lessor

MBS Business Systems Vendor

X Signature

Print Name

Signature

Title

Print Name

Town of Los Gatos Lessee

Town of Los Gatos Attest

X

X

Signature

Signature

Print Name

Title

Print Name

Title

Title

Appendix A

Description of Services and Supplies Maintenance by Vendor during normal business hours, inspection, adjustment, parts replacement, drums, cleaning material required for proper operation and black toner and developer.

Description of Service and Supply Payments 60

Monthly Service and Supply Payments of $

702.00

MFP: Service and Supply Payment includes

58,000

B&W Pages per month

Overage Charge: $

0.009

MFP: Service and Supply Payment includes

0

Color Pages per month

Overage Charge: $

0.05

per B&W page billed monthly

per Color page billed monthly

Prints; Service and Supply Payment includes

18,000

B&W Pages per month

Overage Charge: $

0.01

per B&W page billed monthly

Prints: Service and Supply Payment includes

0

Color Pages per month

Overage Charge: $

0.10

per Color page billed monthly

Overage Charges: Lessee shall provide periodic meter readings on the Property. If Lessee makes more than the applicable included pages in any period, Lessee agrees to pay an additional amount equal to the number of excess pages made during such period, multiplied by the applicable overage charge. Regardless of the number of pages made each period, Lessee will never pay less than the Service and Supply Payment amount.

Page 2 of 2

Master Tax-Exempt Lease/Purchase Agreement

AGREEMENT NO.

2438413

ADDENDUM (SOFTWARE) THIS ADDENDUM, which is entered into as of ________ between U.S. Bank Equipment Finance (“Lessor”) and Town of Los Gatos (“Lessee”), is intended to modify and supplement the Property Schedule No. 1 (the “Property Schedule”), pursuant to Master Tax-Exempt Lease/Purchase Agreement, dated as of ___________, between Lessor and Lessee (the “Master Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement. With respect to the Property under the Property Schedule that is identified as software licenses and related services, the following provisions shall be applicable to such software licenses: 1. This Addendum concerns the license to be granted to Lessee by a third-party software licensor (“Licensor”) identified on the Property Schedule of certain software (the “Licensed Software”) and the provision by Licensor or others of certain services in connection with the Licensed Software, including but not limited to training, installation, maintenance, custom programming, technical consulting and support services (“Services”), all as further described in the software license agreement identified on the Property Schedule (“License Agreement”). Licensed Software fees and related Services fees (if any) in the amounts set forth on the Property Schedule (“Fees”) are owed by Lessee to Licensor pursuant to the License Agreement. Lessee and Lessor have agreed that instead of Lessee paying the Fees to Licensor, Lessor will satisfy Lessee’ s obligation to pay the Fees to Licensor and, in consideration thereof, Lessee agrees to pay to Lessor certain installment payments, which are included in the Lease Payments set forth on the Property Schedule. The Licensed Software and Services are collectively referred to herein as the “Financed Items.” The Property Schedule, as amended by the Addendum, is separate from, and independent of, the License Agreement. 2. Lessee grants Lessor a security interest in Lessee’ s rights (including any rights as licensee) in any Licensed Software included in any Financed Items as security for all Lessee’ s obligations to Lessor of every kind or nature under the Property Schedule. References to “Property”in the Master Agreement, Property Schedule and related documents shall not be interpreted to mean that Lessor has or asserts any ownership or other interest in Financed Items, other than the security interest granted in the Master Agreement and the Addendum. All of Lessee’ s obligations under the Property Schedule with respect to Property shall extend to Financed Items. Ownership of any Licensed Software financed by Lessor shall remain with the Licensor and Lessee’ s rights and obligations with respect to such Licensed Software shall be governed by a separate license agreement between the licensor and Lessee, which shall not be affected by the Property Schedule and Master Agreement. Any Services shall be performed by a third-party service provider unrelated to Lessor, and not by Lessor. IN NO EVENT SHALL LESSOR HAVE ANY OBLIGATION TO PERFORM ANY SERVICES, AND ANY FAILURE OF SUCH THIRD-PARTY SERVICE-PROVIDER TO PROVIDE ANY SERVICES FINANCED HEREUNDER SHALL NOT EXCUSE LESSEE’ S OBLIGATIONS UNDER THE PROPERTY SCHEDULE AND MASTER AGREEMENT. 3. Upon payment of all amounts due under the Property Schedule in accordance with Section 11.01 of the Master Agreement or upon the prepayment of the Property Schedule pursuant to Section 11.02 of the Master Agreement and Property Schedule, the security interest granted in this Addendum in the Licensed Software shall terminate and any restrictions on use of the Licensed Software under this Addendum, the Property Schedule or Master Agreement shall terminate. 4. Lessee acknowledges that Lessor did not select, develop, manufacture, distribute or license the Licensed Software. Lessee has made the selection of such Licensed Software based upon its own skill and judgment. LESSOR MAKES NO WARRANTIES EXPRESS OR IMPLIED, AS TO THE LICENSED SOFTWARE OR SERVICES COVERED BY THE LICENSE AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT. LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) THAT IT MAY HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR EXPENSE CAUSED BY THE LICENSED SOFTWARE OR SERVICES COVERED BY THE LICENSE AGREEMENT OR A TERMINATION OF THE LICENSED SOFTWARE PURSUANT TO AN EVENT OF DEFAULT BY LESSEE AND THE EXERCISE OF REMEDIES BY LESSOR, EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, EXPENSE OR COST. 5. The following shall consist of an Event of Default as defined in Section 13.01 of the Master Agreement: (f) failure on the part of Lessee to promptly perform in complete accordance with its representations, warranties and covenants made in the License Agreement; (g) a default by Lessee under the provisions of the License Agreement; or (h) any termination of the License Agreement. 6. The following shall consist of additional remedies under Section 13.02 of the Master Agreement: (e) Lessor shall have the right to require Lessee to immediately cease any and all use of the Licensed Software regardless of whether Lessee is in default of its obligations under the License Agreement and Lessee shall, at Lessor’ s option, either (i) deliver to Lessor certification executed by a duly authorized officer of Lessee certifying that Lessee has ceased its use of the Licensed Software and Services, or (ii) assemble the Licensed Software and make it available to Lessor at a place designated by Lessor; in the event Lessee is entitled to transfer the right to use the

Licensed Software to any third party, Lessee hereby agrees to transfer any such right to use the Licensed Software to any third party selected by Lessor and acknowledges that Lessee shall have no right to fees payable by any third party in connection with such transfer; (f) Lessor shall have reasonable access to property of Lessee with which the Licensed Software was used to assure compliance with item (e), above; (g) Lessor shall have the right to cause the termination of all licenses for the Licensed Software and/or support or other services provided under or in conjunction with the Licensed Software. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LESSEE IRREVOCABLY CONSENTS TO A TERMINATION BY LICENSOR OF ANY SERVICES AND OF ANY LICENSE FOR THE LICENSED SOFTWARE AND IRREVOCABLY WAIVES ANY CLAIM IT MAY HAVE AGAINST LESSOR OR LICENSOR WITH RESPECT THERETO. 7. To induce Lessor to satisfy Lessee’ s obligations, Lessee represents and warrants that (i) the Licensed Software has been delivered and accepted by Lessee and any and all Services have been fully and satisfactorily performed by Licensor; (ii) any and all conditions to the effectiveness of the Property Schedule or to Lessee’ s obligations under the Property Schedule have been satisfied, and that Lessee has no defenses, set offs or counterclaims to any such obligations, and that the Property Schedule is in full force and effect; and (iii) Lessor is relying on these certifications and acknowledgments as a condition to making payment for the Licensed Software and/or Services and that, upon Lessor's remitting or becoming obligated to remit such payment, Lessor will have fully and satisfactorily performed and satisfied all its obligations under the Property Schedule with respect to said Licensed Software and/or Services. 8. To the extent the terms of this Addendum conflict with or are inconsistent with the terms of the Master Agreement or Property Schedule, the terms of this Addendum shall control as to the Financed Items only. IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. U.S. Bank Equipment Finance

Town of Los Gatos

Lessor

Lessee

X Signature

Print Name

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¼ ÞÔÈÊ º½ ÙÝØÈ » ÞÔÈÊ » ÙÝØÈ

Corporate Office: 325 Victor Street, Suite A Salinas, CA 93907 P 831.758.1048 / 800.848.7575 F 831.758.5984 Santa Clara Branch Office: 1700 Wyatt Drive, Suite 3 Santa Clara, CA 95054 P 408.727.4627 F 408.727.4628 www.mbsworks.com

In reference to Master Tax -Exempt Lease/Purchase Agreement # 2438413, between Town of Los Gatos (Lessee) and MBS Business Systems (Lessor):

The parties agree to the following conditions: SERVICES AND SUPPLIES: There is no price escalation on the cost per page during the initial (5 year) term of the lease. By signing this Addendum, Customer acknowledges the above changes to the Agreement.

MBS Business Systems ____________________ Lessor

Town of Los Gatos_____________________________ Lessee

_________________________________________ Signature

X____________________________________________ Signature

_________________________________________ Print Name Title

______________________________________________ Print Name Title

____________________ Date

___________________ Date

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