BOARD OF COUNTY COMMISSIONERS EQUIPMENT LEASE AGREEMENT-JD YOUNG LEASING, LLC.

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1 TULSA COUNTY PURCHASNG DEPARTMENT MEMO DATE: DECEMBER 29,2014 FROM: L1NDAR.DORRELL ~... ('() ~bk~'\~ PURCHASNG DRECTOR ~\3\. 'OJ'\.)"""'" TO: SUBJECT: BOARD OF COUNTY COMMSSONERS EQUPMENT LEASE AGREEMENT-JD YOUNG LEASNG, LLC. SUBMTTED FOR YOUR APPROVAL AND EXECUTON S THE ATTACHED EQUPMENT LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMSSONERS ON BEHALF OF THE TULSA COUNTY ADMNSTRATVE SERVCES AND JD YOUNG FOR LEASE OF HP DESGNJET Z " PRNTER AND HP POSTSCRPT UPDAGRAD, LOCATED AT THE TULSA COUNTY ADMNSTRATVE SERVCES DEPARTMENT, 633 W. THRD STREET, TULSA, OKLAHOMA RESPECTFULLY SUBMTTED FOR YOUR APPROVAL AND EXECUTON. LRD/sks ORGNAL: COPES: PAT KEY, COUNTY CLERK, FOR THE JANUARY 5, 2015 AGENDA. COMMSSONER JOHN M. SMALGO COMMSSONER KAREN KETH COMMSSONER FRED R. PERRY MARK LOTTA, CHEF DEPUTY MCHAEL WLLS, CHEF DEPUTY VCK ADAMS, CHEF DEPUTY GARY FSHER, DRECTOR, ADMNSTRATVE SERVCES 'arm 4363 (Rev. 4-98)

Equipment Lease Agreement Lease Number Dear Customer: Please read this Agreement prior to signing it. Feel free to ask us any questions you may have about it.

2 Equipment Lease Agreement Lease Number Dear Customer: Please read this Agreement prior to signing it. Feel free to ask us any questions you may have about it. We want you to understand your odugauon ana me terms io wmcn you are agreemg. Lessor: J. D. Young Leasing, L.L.C. Dept Tulsa, Oklahoma Phone (918) Fax (918) L9ssee: Name: Billing Address: County: Tulsa Tulsa County BOCC on behalf of Administrative Services Equipment Supplier: J. D. Young Company, 116 West 3rd Street, Tulsa, OK Equipment: Quantity Descnption of EqUipment Leased (mclude Make & MOdeJ Sena/Number 1 HP Designjet Z " printer (CQ109A) 1 HP Postscript upgrade (CQ7458) Equipment is to be new unless otherwise noted here: D Used D Reconditioned Equipment location, if other than lessee's address above: street City County State [ZP / 1. Lease Agreement. We (Lessor) agree to lease /0 you (Le~g"", 10 /ease7ioin us the equipment lsted above. You promse to pay us the lease payments according to the schedule described below. You a e to all terms and conditions shown below and on the reverse side of this Agreement, that those are a complete and exclusive statement of 0 agreement and that they may be modified only in writing and not by course of performance. You also acknowledge receipt of a copy of this A ement. 2. erm ana pa-rment scneaule. Lease term (months) 36 Advance payment Lease p~ '" ' 0.00 Payment due date (if different from delivery date) ~ ~77,OD Unless otherwise stated above, the Lease Term shall commence on the date you accept delivery of the equipment You promise to pay the Lease Payment montmy on orderore tms aue date until explfatlon or tne Lease erm. You also agree to pay all sales, use, personal property and otner taxes which may now or hereafter be due on or related to the equipment or the lease thereof. Any advance payments will be held by Lessor (without interest) as security for your obligations under this Agreement and will not be refunded if the Lease Term does not commence due to any act or omission by you. No payment in advance. D First and last payment in advance. D First payment in advance. Other_$1.00 buyout 3. Early Termination. Unless allowed by the Lessor (at its sole option), this Agreement may not be terminated prior to completion of the Term and Payment Schedule. Tulsa County SOCC on behalf of Administrative Services By: successors well as the full and prompt performance ofall of Lessee's obligations, under the above Equipment Lease Agreement. proceed against Lessee or equipment or to enforce any other remedy before proceeding against Guarantor. Guarantor waives notice of any default by Lessee and all other notices of any kind to which Gauamtor may be entitled. Guarantor consents to any modification of Lessee's obligations without in any way releasing Guarantor from Guamator's obligatios under this under this guaranty. This is a continuing guaranty and shall bind the heirs, personal representatives, successors nd assigns of Guarantor. This Guaranty shall survive any bankruptcy or insolvency proceedings by or against Lessee. f Guarantor is an entity, its 11;:"'~~vU.lun of this Guaranty is duly authorized.this Guaranty shall be governed by the laws of the State of Oklahoma. Guarantor agrees that any lating to this Guara shall be brought in Tulsa Oklahoma, or the county where Lessor's home office is located. N/A Date: ndividual Guarantor: ~ Signature: N/A Date: --1 Title: Name (Please Print):

J.D. Young Leasing, L.L.C. Additional Terms and Conditions Page 2 4. Collection Charges. Lessee agrees to make payments within 30 days of billing/invoice date. Lessee shall pay $20.

3 J.D. Young Leasing, L.L.C. Additional Terms and Conditions Page 2 4. Collection Charges. Lessee agrees to make payments within 30 days of billing/invoice date. Lessee shall pay $20.00 for each check tendered by Lessee and returned unpaid by Financial nstitution for any reason. 5. No Warranties. LESSEE ACKNOWLEDGES THAT THE EQUPMENT S LEASED "AS S." LESSOR DOES NOT MAKE ANY REPRESENTA TlON OR WARRANTY, EXPRESS OR MPLED, AS TO THE CONDTON OR MERCHANTABLTY OF THE EQUPMENT, TS FTNESS FOR ANY PARTCULAR PURPOSE, OR ANY OTHER REPRESENTATON OR WARRANTY WHATSOEVER. To the extent Lessor is legally able to do so, Lessor transfers to Lessee for the Lease Term all warranties, if any, made by a manufacturer or supplier to Lessor with respect to the Equipment. Lessor shall not be liable to Lessee for any modification or rescission of any such warranty. No defect or unfitness of the Equipment or any representation as to the Equipment or any other matter by Lessor or its representatives shall relieve Lessee of the obligation to make any payment due or otherwise perform under this Agreement. 6. Use: Location, Ownership. The Equipment shall at all times be used solely for business purposes and shall be located at the location specified above unless Lessor has previously consented in writing to a change of location. Title to the Equipment shall remain with Lessor at all times, and Lessee shall have no right. title, or interest therein, except as expressly set forth in this Agreement. 7. Maintenance' Alterations. Lessee shall have the sole responsibility for maintaining the Equipment in good working order and protecting it from damage. Lessee shall not modify or after the Equipment without the prior written consent of Lessor. Any improvement, replacement, addition, accessory or repair part for the Equipment shall become the property of Lessor, free of all liens and encumbrances, and shall be deemed part of the Equipment. 8. Service Contract. Lessee acknowledges that this Agreement does not include maintenance services. 9. nsurance. Lessee shall keep the Equipment fully insured against loss and have Lessor listed as a loss payee thereon until this Agreement is terminated. Lessee shall provide certificates or other evidence of insurance to Lessor before the equipment is delivered to Lessee. n the event Lessee does not provide acceptable evidence of insurance to Lessor, Lessor may, but will not be required to, maintain such insurance for Lessee and increase the amount of the Lease Payment by the amount of the premium therefor. (Tulsa County will add equipment to their property and content) 10. Unconditional Obligation. This Agreement cannot be cancelled or terminated except as expressly provided herein. Lessee hereby agrees that Lessee's obligations to make all payments and perform all other obligations hereunder shall be performed without abatement, deduction or offset of any kind or nature whatsoever. Payments are due regardless of whether Customer receives an invoice or not and no loss, theft, damage or destruction of or to the Equipment or any portion thereof shall relieve Customer of its obligations under this Agreement. Also, restrictive endorsements on checks sent by the Customer will not reduce or restrict any obligation under this Agreement. (See Attached Non-Appropriation Addendum) 11. Default. Upon the occurrence of any default by Lessee under this Agreement and at any time thereafter, Lessor may do one or more of the following: (a) dec/are the entire amount of Lease Payments and other charges due and to become due hereunder for the term of this Agreement immediately due and payable, (b) enter lawfully upon any premises to take immediate possession of any and all Equipment without notice or demand or legal process and without liability for trespass, (c) sell or lease any Equipment or otherwise dispose, hold, or use such Equipment at Lessor's sole discretion, (d) proceed against any or all security given in connection herewith, including without limitation guaranties, (e) terminate this Agreement, and/or (f) exercise any other right or remedy available to Lessor under the Uniform Commercial Code or any other applicable law. Lessee shall reimburse Lessor for all costs and expenses (including without /imitation attorneys' fees) incurred by Lessor in exercising its rights under this Section 11. f this Agreement is deemed at any time to be one intended as security, Lessee agrees that the Equipment shall secure all indebtedness owing by Lessee to Lessor. Lessor's rights and remedies provided hereunder or by law shall be cumulative and shall be in addition to a/l other rights and remedies available to Lessor. 12. Assignment. Lessee shall not assign, sublease or in any way dispose of all or any part of the Equipment and/or Lessee's rights or obligations under this Agreement without the prior written consent of Lessor. Lessor shall have the right to assign any or all of its rights under this Agreement. Any assignee of Lessor shall have all of the rights, but none of the obligations, of Lessor under this Agreement, and Lessee shall not assert against any such assignee any defense, counterclaim, or offset that Lessee may have against Lessor. 13. Automatic Renewal/Return of Eguipment. This Agreement will renew for successive twelve (12) month terms upon mutual agreement of both parties, unless lessor receives written notice from lessee canceling the renewal. Notice must be received a minimum of 60 days before the end of the original term or any successive term. Lessor, however, may cancel this automatic renewal by sending written notice a minimum of 15 days prior to the end of any term. Upon termination of this Agreement, Lessee shall, at its own expense, deliver the Equipment to a location designated by Lessor. The Equipment shall be delivered by Lessee to Lessor in the same condition as it was when delivered to Lessee, normal wear and tear excepted. Anything horein to the contrary notwithstanding, Lessor and Lessee agree that this Agreement will not terminate and charges will continue to accrue until the Equipment is returned to Lessor as provided in this Section Power of Attornev: Security nterest. Lessee hereby irrevocably appoints Lessor as Lessee's true and lawful attorney-in-fact for the purpose of executing and filing financing statements relating to this Agreement and the EqUipment, including amendments and continuation statements thereto, pursuant to the Uniform Commercial Code as adopted in the state or states where the Equipment is located. n the event this Agreeme~ construed as a finance lease as defined in Article 2A-Leases of the Uniform Commercial Code, Lessee affirms that Lessor has a security interest i e Equipment and all Lease Payments hereunder, proceeds (including any insurance proceeds) of the Equipment, and al/ amounts arising from th e or otljer disposition of the Equipment. 15. ndemnity. Lessor (JD Young Leasing) is not responsible for any losses or injuries caused by the installation or use of the ~. L. '.. e (Tulsa County) agrees to indemnify, defend and hold harmless Lessor, (JD Young LeasinaJ and it~ ~." s ana agents, from and against any and all claims (including without limitation negliaence ::;,nrl.','.... '-J" 'Jall,ages, costs, expenses (including without limitation attorneys' fees), causes of action or i. L 'J,,; '... U enaracter resulting from the installation or use of the Equipment. This is to give ndemnity to JD Young ~'_"""''''~ wmch is a separate company from JD Young. General Provisions. This Agreement sets forth the entire understanding of Lessor and Lessee with respect to the SUbject/~is Ar)reement may not be amended and no rights hereunder may be waived except by an instrument in writing signed by the party to be al nendment or waiver. Lessee: Date: nitial, d with such

4 NON-APPROPRATON ADDENDUM TO LEASE NO. BETWEEN JD YOUNG LEASNG AS "LESSOR" AND Tulsa County BOCC on behalf of Administrative Services AS "LESSEE" f Lessee requests from its legislative body or funding authority funds to be paid to Lessor under this Lease and, 1. Notwithstanding the making of such request in accordance with appropriate procedures, such legislative body or funding authority does not appropriate funds to be paid to Lessor in the next occurring renewal term; and 2. Such non-appropriation did not result from any act or failure to act of Lessee; and 3. Lessee has exhausted all funds legally available for obligations under the Lease; and 4. There is no other legal procedure by which payment can be made to Lessor; Lessee may, upon prior written notice to Lessor effective 60 days after the giving of such notice or upon the exhaustion of the funding authorized for the then current appropriation period, whichever is later, return the equipment to Lessor at Lessee's expense and thereupon be released.from its obligation to make any further rental payments to Lessor, provided: (a) Lessor has received written opinion from Lessee's counsel verifying items 1 through 4 above; (b) the equipment is returned to Lessor in compliance with the terms of the Lease; (c) the notice is accompanied by payment of all amounts then due to Lessor under this Lease; and (d) Lessee does not directly or indirectly purchase, lease or in any way acquire any services or equipment which in whole or part are essentially the same services or equipment supplied or provided hereunder, for the balance of the appropriation period in which Lessee's exercise of its termination rights provided herein or for 120 days, whichever is longer. Lessor's remedies following such termination shall be to retain all sums paid hereunder by Lessee including any advance rental payments and security deposit, take possession of the equipment, and/or sell, dispose of, hold, use or lease the equipment as Lessor in its sole discretion may desire, without any duty to account to Lessee. This Addendum is hereby made a part of and incorporated into the Lease referred to above as of this day of 20. 8y: Title

5 Delivery and Acceptance Certificate TO: J. D. Young Leasing, L.L.C. Dept Tulsa, OK The undersigned certifies that it has received and accepted all the equipment described in the Equipment Lease Agreement between J. D. Young Leasing. L.L.C. (Lessor) and Tulsa CountvBOCC on behalfof Administrative Services (Lessee), dated,..z...:;20::..;1~4:.::... The equipment conforms with the Lessee's requirements and has been fully installed. There are no side agreements or cancellation clauses given outside the Equipment Lease Agreement Lease Agreement The undersigned has reviewed and understands all of the terms and conditions of that Agreement and certifies that that they were not induced to sign this by any assurances of the Lessor or anyone else. From: Tulsa County Board of County Commissioners on behalf of Administrative Services Lessee's Name By: Date:

NON CANCELABLE EQUIPMENT FINANCE LEASE AGREEMENT

NON CANCELABLE EQUIPMENT FINANCE LEASE AGREEMENT LESSOR HAS ASSIGNED TO WELLS FARGO BANK, NATIONAL ASSOCIATION ( WELLS FARGO ), AND HAS GRANTED WELLS FARGO A SECURITY INTEREST IN, ALL RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE, ALL PRESENT