Ordinance No. 15,439 ORDINANCE NO. 15,439
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE
AGREEMENT WITH ZOLL MEDICAL CORPORATION FOR THE ZOLL ONE
PROGRAM FOR EKG MONITORS."DEFIBRILLATORS FOR THE FIRE
DEPARTMENT; AUTHORIZING PAYMENT IN THE AMOUNT OF EIGHTY-
EIGHT THOUSAND FIVE HUNDRED TEN AND 90: 100 DOLLARS($88,510.90);
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager of the City of Baytown to execute a Lease Agreement with ZOLL Medical
Corporation for the ZOLL One Program for EKG Monitors.,-'Defibrillators for the Fire Department. A
copy of said lease agreement is attached hereto, marked Exhibit "A," and made a part hereof for all
intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to ZOLL
Medical Corporation in the amount of EIGHTY-EIGHT THOUSAND FIVE HUNDRED TEN AND
90. 100 DOLLARS ($88,51090).
Section 3: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 271h day of April, 2023.
ANDON CAPETILLO, ayor
A" EST: a� •,.....•,.erg
ANGELA ACKSO C erk
v� ��, •aeeeen+�G_r
APPROVED T ORM:
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SCOTT LEMO D, City Attorney
R,.Karcn Anderson.ORDINANCES 2023 2023 04 27 LeaseAgreement4EKGMonitors&Defibnllators4FireDepartment.docx
DocuSign Envelope ID A7785F5D-518A-420E-ACA8-FC00D4F3A2DE
EXHIBIT "A"
ZOLL ONE PROGRAM
MASTER LEASE AGREEMENT
This Master Lease Agreement(together with all annexes,certificates,documents,exhibits,and schedules attached here to and hereby made a
part hereof,this"Master Agreement"or"Lease")is entered into by and between ZOLL Medical Corporation,a Massachusetts corporation
("Lessor"),and City of Baytown,on behalf of Baytown Fire Department("Lessee").
1.MASTER AGREEMENT;SCHEDULES.This Master Agreement sets forth the general terms and conditions upon which Lessor shall
rent to Lessee and Lessee shall rent from Lessor the equipment("Equipment")set forth on a schedule in the form of Schedule A I (each,a
"Schedule").Each Schedule,when executed by Lessee and Lessor,will constitute a separate Lease.
2.INITIAL TERM AND TERM.The initial term of each Lease stated in and evidenced by a Schedule executed pursuant to this Section
2("Initial Term")will begin on the delivery date("Delivery Date")of the Equipment subject to that Lease and will continue for the period
described in the applicable Schedule.
3. RENT; LATE CHARGES.As rent for the Equipment under any"Rent". Lessee agrees to pay the amounts specified in the applicable
Schedule on the due dates specified in the applicable Schedule of this Master Agreement.If any part of any Rent payment or other amount
due under this Master Agreement is not paid within five(5)days of its due date and if sufficient fiords have been appropriated to make such
Rent payments or other amounts due. Lessee agrees to pay Lessor a charge for every month after the first month in which the amount is
late to compensate Lessor for the inability to reinvest the amount,which charge is stipulated and liquidated at 1 5%of the delayed amount
per month(or the lesser rate that is the maximum rate allowable under applicable law) in addition to the unpaid amount.
4.LEASES NON-CANCELABLE;NET LEASES;WAIVER OF DEFENSES TO PAYMENT. Lessee agrees that it has an absolute
and unconditional obligation to pay all rent and other amounts when due Lessee is not entitled to abate,reduce or recoup rent or any other
amount due,or to set off any charge against any such amount for any reason whatsoever. Lessee hereby waives any recoupment. cross-
claim,counterclaim or any other defense at law or in equity to any rentpaymew or other amount due with respect to any lease, whether any
such defense arises outof this master agreement There is no"test period"for the equipment
5.EQUIPMENT RETURN REQUIREMENTS,Unless Lessee is purchasing the Equipment in accordance with the applicable Schedule,
Lessee shall return the Equipment in accordance with this Section and shall remain obligated to pay Rent until the Equipment is returned.
Not later than five(5)days after the last day of the aggregate term of a Lease, including the initial Term,any Renewal Term(as defined
more fully in Schedule AI)and any optional or other automatic extension of the initial Term or any Renewal Term("Total Term")of each
Lease(and any other time Lessee is required to return Equipment to Lessor under the terms of this Master Agreement or any Schedule),
for all Equipment to be returned to Lessor,Lessee shall(a)remove any Lessee labels,tags or other identifying marks on the Equipment and
wipe clean or permanently delete all data contained on the Equipment,including, any data contained on internal or external drives,discs,
or accompanying media,(b)pack the Equipment in accordance with the manufacturer'sguidelmes,and(c)deliver such Equipment to Lessor
at any destination within the continental United States designated by Lessor. All dismantling,packaging,transportation,in-transit insurance
and shipping charges shall be borne by Lessee.All Equipment shall be returned to Lessor in the same condition and working order as when
delivered to Lessee,reasonable wear and tear excepted.The return of the Equipment shall constitute a full release by Lessee of any leasehold
rights or possessory interest in the Equipment.
6. EQUIPMENT USE;MAINTENANCE AND ADDITIONS.Lessee shall,at all times during the applicable TotalTcnn(a)operate!and
maintain the Equipment famished by Lessorto Lessee inorderto secure Lessee's obligations under any Schedule("Collateral")in gond working
order, repair and condition, and in accordance with the manufacturer's specifications and recommendations, all applicable taws and
regulations,and(b)purchase and use only accessories provided by Lessor for use with the Equipment.Wong-Free Service Plan is included
in the price, and illustrated on the associated quotation,over the Total Term of the ZOLL One Program as described in Exliibo B attached
hereto.In the event ofany conflict between(lie terms and conditions contained in this Master Lease Agreement and the terms and conditions
contained in Exhibit B(Worry-Free Service Plan),the temps and conditions in Exhibit B(Worry-Free Service Plan)shall control. Lessee
shall make no alterations or additions to the Equipment or other Collateral,except those that will not result tin the creation of any security
interest, lien or encumbrance on the Equipment or otherCollateral or impair the value or use of the Equipment or other Collateral either at
the time made or at the end of the Total Term of the applicable Lease,and that are readily removable without damage to the Equipment or
other Collateral Any Stich alterations or additions may void the Worry-Free Service Plan
Additionally, Lessor warrants to the Lessee that from the earlier of the date of installation or thirty (30)days after the date of shipment
from Lessor's facility,the Equipment(other than accessories and electrodes)will be free from defects in material and workmanship under
normal use and service. Accessories and electrodes shall be warranted for ninety(90)days from the date of shipment.After Stich thirty(30)
and ninety(90)day periods the warranty will be as set forth on Exhibit B.During such 30.90 period Lessor will at no charge to the Lessee
either repair or replace(at Lessor's sole option)any part of the Equipment found by Lessor to be defective in material or workmanship If
Lessor's inspection detects no defects in material or workmanship, Lessor's regular service charges shall apply Lessor shall not be
responsible for any Equipment defect failure of the Equipment to perform any specified function, or any other nonconformance of the
Equipment caused by or attributable to (i)any modification of the Equipment by the Lessee, unless such modification is made with the
prior written approval of Lessor,(it)the use of the Equipment with any associated or complementary equipment accessory or software not
specified by Lessor;or(iii)any misuse or abuse of the Equipment:(iv)exposure of the Equipment to conditions beyond the environmental,
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power or operating constraints specified by Lessor: or(v) installation or wiring of the Equipment other than in accordance with Lessor's
instructions. Warranty does not cover items subject to normal wear and burnout during use, including but not limited to lamps, fuses,
batteries,cables and accessories.The foregoing warranty does not apply to software included as part of the Equipment(including software
embodied in read-only memory known as"firmware").
Except for the warranties contained in this Section 6 and Exhibit B(Worry-Free Service Plan),Lessor makes no further warranties,and
specifically disclaims all implied warranties.
7.EQUIPMENT OWNERSHIP; LOCATION.As between Lessor and Lessee,Lessor is the sole owner of the Equipment and has sole
title thereto. Lessee may not relocate any Equipment or other Collateral from the Equipment Location specified in the applicable Schedule
within the United States without the prior written consent of Lessor.
8. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment until such Equipment is
returned to and received by Lessor in accordance with the terms and conditions of this Master Agreement. Lessee agrees to keep the
Equipment and other Collateral in its possession insured at Lessee's expense against all risks of loss from any cause whatsoever,
including, loss by fire(including extended coverage),theft and damage,and such insurance shall cover not less than the(a)amount equal
to the sum of all Rent and other amounts due and owing with respect to such Equipment as of the date of payment of such amount for the
then remaining Term, plus the estimated total retail price that would be paid for any specified Equipment in an ann's length transaction
("Fair Market Value")as of the scheduled expiration of the then-applicable Tenn of the related Lease("Stipulated Loss Value")or(b)with
respect to any other Collateral,the replacement value thereof. Lessee also agrees that it shall carry commercial general liability insurance
in an amount not less than S5,000,000 total liability per occurrence. Lessee shall cause Lessor and its affiliates,and its and their successors
and assigns,to be named loss payees with respect to property insurance and additional insureds with respect to commercial general liability
insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor. In the
event of loss or claiin,lessee will be responsible for all deductibles and/or retentions. All insurance required by this Master Agreement shall
include a waiver of rights of recovery against Lessor or its insurers by the Lessee and its insurers,as well as a waiver of subrogation against
Lessor or its insurers. All insurance required by this agreement is primary and non-contributory to any other insurance maintained by
Lessor. Lessee shall provide to Lessor(i)on or prior to the Delivery Date for each Lease,and from time to time thereafter throughout the
Total Term of each Lease, certificates of insurance evidencing such insurance coverage, and (ii) upon Lessor's request, copies of the
insurance policies. If Lessee fails to provide Lessor with such evidence,then Lessor will have the right,but not the obligation,to purchase
such insurance protecting Lessor at Lessee's expense. Lessee's expense shall include the full premium paid for such insurance and any
customary charges, costs,or fees of Lessor, including but not limited to deductibles and retentions in the event of loss. Lessee agrees to
pay such amounts in substantially equal installments allocated to each Rent payment
9. CASUALTY LOSS. Lessee shall notify Lessor of any condemnation, taking, loss, destruction, theft. or damage beyond repair of
Equipment("Casualty Loss")or repairable damage to any Equipment not later than 5 days following the date of any such occurrence. in
the event any Casualty Loss shall occur,on the next Rent payment date Lessee shall pay Lessor the Stipulated Loss Value of the Equipment
suffering the Casuahy Loss In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such
Equipment without any abatement of Rent and Lessee shall at its expense cause such Equipment to be repaired to the condition it is required
to be maintained in pursuant to Section 5 not later than 30 days from the date of the occurrence.
10.INSPECTION.Lessor and Lessor's agents shall have the right, from time to time,during Lessee's normal business hours,and without
disruption to Lessee's operations,to enter the premises where the Equipment is located for the purpose of inspecting the Equipment.
11.TAXES. Lessor shall report and pay all license and registration fees and all taxes, fees, levies, imposts, duties,assessments,charges
and withholdings of any similar nature, however designated (including, any value added, transfer, sales, use, gross rec:eupts, business,
occupation,excise,personal property,real property,stamp or other taxes)('Taxes")now or hereafter imposed or assessed by governmental
body,agency or taxing authority upon the purchase.ownership,delivery,installation, leasing,rental,use or sale of the Equipment,the Rent
or other charges payable hereunder,or otherwise upon or in connection with any Lease, whether assessed on Lessor or Lessee,other than
any such Taxes required by law to be reported and paid by Lessee("Lessee Taxes") Lessee shall within 10 days of invoice reimburse
Lessor for all such Lessee Taxes paid by Lessor,together with any penalties or interest in connection therewith attributable to Lessee's acts
or failure to act,excluding
(a)Lessee Taxes on or measured by the overall gross or net income of Lessor,(b)as to any Lease or the related Equipment,Lessee Taxes
attributable to the period after the return of such Equipment to Lessor,and(c)Lessee Taxes imposed as a result of a sale or other transfer by
Lessor of any portion of its interest in any Lease or in any Equipment,except for a sale or other transfer to Lessee or a sale or other transfer
occurring after and during the continuance of any Lessee Default
12.LESSEE LIABILITIES. In no event will Lessor be responsible to any party for any and all of the Lessee's liabilities in connection
with this Agreement including,but not limited to,the use of any Product provided thereof
13.TAX BENEFIT INDEMNITY. Lessor and Lessee agree that Lessor is entitled to certain federal,state.and local tax benefits available
to an owner of Equipment(collectively,"Tax Benefits") Lessee represents,warrants,and covenants to Lessor that(a)all Equipment will
be used solely within the United States;and(b)Lessee will take no position inconsistent with the assumption that Lessor is the owner
of
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the Equipment for federal,state,and local tax purposes. If,due to any act or omission of Lessee or any party acting through Lessee,or the
breach or inaccuracy of any representation,warranty or covenant of Lessee contained the Master Agreement,Lessor reasonably determines
that it cannot claim, is not allowed to claim,loses or must recapture any or all of the Tax Benefits otherwise available with respect to the
Equipment subject to any Lease(a"Tax Loss"),then Lessee shall,promptly upon demand pay to Lessor an amount sufficient to provide
Lessor the same after-tax rate of return and aggregate after-tax cash flow through the end of the then-applicable Term of such Lease that
Lessor would have realized but for such Tax Loss except where the Lessor would not be entitled to such Tax Benefits.
14.LIMITATION OF LIABILITY. LESSOR SHALL HAVE NO LIABILITY TO LESSEE, ITS CUSTOMERS, EMPLOYEES,
DIRECTORS,AGENTS OR ASSIGNS OR ANY THIRD PARTIES FOR ANY DAMAGES AT LAW OR IN EQUITY(INCLUDING,
INCIDENTAL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES BAS ED ON STRICT OR ABSOLUTE
TORT LIABILITY OR LESSOR'SNEGLIGENC£) ARISING OUT OF THiS MASTER AGREEMENT OR CONCERNING ANY
EQUIPMENT OR SOFTWARE. LESSEE WAIVES ALL RIGHTS AND REMEDIES AGAINST LESSOR CONFERRED I-PON
LESSEE BY THE UCC.
15. LESSEE REPRESENTATIONS AND COVENANTS.
Lessee represents,warrants and covenants to Lessor that as of the date of this Master Agreement and for so long as this Master Agreement
shall remain in effect:(a)ALL EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES;(b)Lessee is duly organized and validly existing under applicable law in its jurisdiction of
formation as a political subdivision of the State of Texas;(c)Lessee has the power and authority to enter into the Master Agreement,(d)the
execution,delivery and performance of the Master Agreement by Lessee have been duly authorized;(e)the execution,delivery and
performance of the Master Agreement by Lessee do not(1)conflict with any of Lessee's organizational documents,(2)contravene,conflict
with,constitute a default under or violate any laws applicable to the Lessee,(3)contravene,conflict or violate any applicable order-writ,
judgment,injunction,decree,determination or award of any governmental authority by which Lessee or any of its subsidiaries or any of their
property or assets may be bound or affected or(4)require any action by, filing,registration,or qualification with,or governmental approval
from,any governmental authority not already obtained or completed;(f)the Master Agreement is enforceable against Lessee in accordance
with its terms and such terms do not violate or create a default Linder any instrument or agreement binding on Lessee,(g)as of the date of its
execution of this Master Agreement and as of the Delivery Date of any Equipment,there are no pending or threatened actions or proceedings
before any court,administrative agency or other governmental authority related to this Master Agreement or the power or authority of Lessec
to enter into this Master Agreement;(h)Lessee shall comply with the requirements of all applicable laws and regulations,(i)the Master
Agreement shall be effective against all creditors of Lessee under applicable law,including fraudulent conveyance and bulk transfer laws,and
shall raise no presumption of fraud;0)all financial statements and other related information furnished by Lessee shall fairly present Lessee's
financial position as of the dates given on such statements;(k)Lessee's name set forth in the signature block below is Lessee's full and
accurate legal name;(1)Lessee's form and jurisdiction of organization,"location"(within the meaning of UCC Section 9-307),organization
number and federal tax identification number are as set forth on Annex A hereto.Lessee agrees to provide Lessor advance written notice of
any change in any of the representations and covenants set forth in clauses(g)through(1)of this Section 15.
16.DEFAULT.Any oi'the following shall constitute a default by Lessee(a"Lessee Default")under this Master Agreement and all Leases:
(a)Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Agreement or any Schedule on the date
due; or (b) Lessee defaults on of breaches any of the other terms and conditions of the Master Agreement and all Leases, or (c) any
representation or warranty made by Lessee in the Master Agreement proves to be incorrect, false or misleading when made or deemed
made; or (d) any change occurs in relation to Lessee's, or any guarantor of all or any portion of Lessee's obligations under the Master
Agreement or any Lease("Guarantor's"),business,management,ownership or financial condition that would have a material adverse effect
on Lessee's ability to perform its obligations under this Master Agreement or any Schedule or Guarantor's ability to perform its obligations
under its guaranty;or(e)Lessee or Guarantor dissolves or otherwise terminates its existence,ceases to do business or becomes insolvent or
fails generally to pay its debts as they become due; or(f)any Collateral is levied against, seized or attached; or(g)Lessee or Guarantor
makes an assignment for the benefit of creditors;or(h)a proceeding under any bankruptcy,reorganization,arrangement of debt,insolvency
or receivership law is filed by or against Lessee or Guarantor(and,if such proceeding is involuntary,it is not dismissed within 60 days after
the filing thereof)or Lessee or Guarantor takes any action to authorize any of the foregoing matters; or(i)any letter of credit or guaranty
issued in support of a Lease is revoked,breached,cancelled or terminated(unless consented to in advance in writing by Lessor), or 0)any
Guarantor fails to fulfill its obligations in favor of Lessor pursuant to its guaranty,or(k) Lessee merges or consolidates with any other
corporation or entity,or sells,rents or disposes of all or substantially all of its assets without the prior written consent of Lessor.
17.REMEDIES. If a Lessee Default occurs, Lessor may,in its sole discretion,exercise one or more of the following remedies:(a)declare
all amounts due and to become due in the current year under any or all Leases to be immediately due and payable;(b)terminate this Master
Agreement or any Lease; (c) take possession of, or render unusable, any Collateral wherever such Collateral may be located, without
demand or notice and without any court order or other process of law,and no such action shall constitute a termination of any Lease;(d)
require Lessee to deliver the Collateral to a location specified by Lessor or allow Lessor access to retrieve such collateral;(e)terminate any
other agreement that Lessor may have with Lessee;or(f)exercise any other right or remedy available to Lessor at law or in equity To the
extent permitted by law, Lessee shall pay Lessor all costs and expenses that Lessor may incur to maintain, safeguard, or preserve the
Collateral, and other expenses incurred by Lessor in enforcing any of the terms, conditions, or provisions of this Master Agreement
(including legal fees and collection agency costs).Upon repossession or surrender of any Equipment or Collateral,Lessor may rent,sell,or
otherwise dispose of the Equipment and/or Collateral in a commercially reasonable manner,with or without notice and at public or private
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sale, and apply the net proceeds thereof to the amounts owed to Lessor hereunder. Any proceeds of any sale or rent of such Equipment in
excess of the amounts owed to Lessor hereunder shall be retained by Lessor.Lessee agrees that with respect to any notice of a sale required
by law to be given,ten (10)days' notice shall constitute reasonable notice. Upon payment of all past due Rent and the Stipulated Loss
Value together with interest at the rate of 1.5%per month(or such lesser rate as is the maximum rate allowable under applicable law)from
the date declared due until paid,Lessor will transfer to Lessee all of Lessor's interest in the Equipment for which such Rent and Stipulated
Loss Value has been paid,which transfer shall be on an"AS IS,WHERE IS"basis,without any warranty,express or implied, from Lessor,
other than the absence of any liens or claims by or through Lessor. With respect to any exercise by Lessor of its right to recover an[Lor
dispose of any Equipment or other Collateral securing Lessee's obligations under any Schedule, Lessee acknowledges and agrees as
follows: (1)Lessor shall have no obligation,subject to the requirements of commercial reasonableness,to clean-up or otherwise prepare the
Equipment or any other Collateral for disposition, (2) Lessor may comply with any applicable state or Federal law requirements in
connection with any disposition of the Equipment or other Collateral,and any actions taken in connection therewith shall not be deemed to
have adversely affected the commercial reasonableness of any such disposition, and(3) Lessor may convey the Equipment and any other
Collateral on an"AS IS,WHERE IS"basis,and without limiting the generality ofthe foregoing,may specifically exclude or disclaim any and
all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral,and n{; such
conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness
of any such disposition.These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law
or in equityor by statute or otherwise and may be enforced concurrently or separately from time to time.
18. TRUE LEASE; SECURITY INTEREST. LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES OTHERWISE
GRANTED TO LESSEE BY UCC §§2A-508 THROUGH 2A-522 AS DEEMED APPLICABLE. If and to the extent that this Master
Agreement is deemed a security agreement,Lessee hereby grants to Lessor,its successors and assigns,a security interest in all of Lessee's
rights under and interest in the Equipment,all additions to the Equipment,and all proceeds of the foregoing. Such security interest secures
all obligations owing by Lessee to Lessor.Lessee authorizes Lessor and any assignee of all or any portion of Lessor's interest in the Master
Agreement ("Assignee") to file UCC financing statements disclosing Lessor's or Assignee's interest in the Equipment and in any
"Additional Collateral"set forth in any Schedule. Lessee shall provide Lessor with at least forty-five(45)days'prior written notice of any
change to Lessee's principal place of business,organization,or incorporation.
19.ASSIGNMENT.Lessee shall not transfer,sublease,or assign any of its rights or obligations under the Master Agreement or any Lease.
20.TERM OF MASTER AGREEMENT. This Master Agreement shall commence and be effective upon the execution hereof by both
parties and shall continue in effect until the expiration of theinitial term set forth in the master lease schedule. However,no termination of
this Master Agreement pursuant to the preceding sentence shall be effective with respect to any (case that commenced prior to such
termination until the expiration or termination of such lease and the satisfaction by lessee of all of its obligations hereunder with respect
thereto.
21.WAIVER OF JURY TRIAL. Lessee and lessor hereby expressly waive any right to demand a jurytnal with respect to any action in
connection with this master agreement
22.NOTICES.All notices required or permitted to be given under this Master Agreement shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed via certified mail or a nationally recognized overnight courier service to the respective
addresses set forth on Annex A hereto(or such other address or fax number as either party shall so notify the other).
23.MISCELLANEOUS.
(a)Governing LaivNenue.This master agreement and each lease shall be governed by the internal laws(as opposed to conflicts of law
provisions) of the State of Texas,Harris County Lessor and Lessee consent to the jurisdiction of any local, state. or Federal court
located within the State of Texas,Harris County and waive any objection relating to mmproper venue or forum non-convenience to the
conduct of any proceeding in any such court
(b)Credit Review and Assurances. Lessee consents to a credit review by Lessor for each Lease. Lessee agrees to promptly execute and
deliver to Lessor such further documents and take such further action as Lessor may request in order to carry out the intent and purpose of
this Master Agreement more effectively.Without limiting the generality of the foregoing, Lessee agrees(i)to furnish to Lessor from time
to time, its certified financial statements,officer's certificates and appropriate resolutions,opinions of counsel and such other information
and documents as Lessor may reasonably request, and (it) to execute and timely deliver to Lessor any documents that Lessor deems
reasonably necessary under applicable law to perfect or protect Lessor's security interest in the Collateral or to evidence Lessor's ownership
interest therein as the case may be:provided:however,that Lessee authorizes Lessor to file any such financing statement or any
amendment or continuation thereof or other document without Lessee's authentication to the extent permitted by applicable law:
Provided,however, Lessor agrees to file a release or termination of any such financing statement within thirty(30)days after the end of
the total term for such Collateral It is also agreed that Lessor or Lessor's agent may,and is hereby authorized to,File as a financing
statement,any rent document(or copy thereof,where permitted by law)that Lessor deems appropriate to perfect or protect Lessor's
security interest in the Collateral or to evidence Lessor's ownership interest therein. at Lessor's cost and expense; provided,
however, Lessor agrees to file a release or termination with respect to such financing statement or rent document within thirty (30)
days after the end of the total term for such Collateral or Equipment
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(d)Entire Agreement;Amendments.This Master Agreement constitutes the entire agreement between Lessor and Lessee relating to the
leasing of the Equipment,and supersedes all prior agreements relating thereto,whether written or oral,and may not be amended or modified
except in a writing signed by the parties hereto.
(e) No Waiver.Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof,
shall not constitute consent or waiver of any other breach of the same or any other provision hereof
(f)Invalidity. If any provision of this Master Agreement shall be prohibited by or invalid under law, such provision shall be ineffective
only to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of this
Master Agreement,such Schedule.
(g)Counterparts.The Master Agreement may be executed in counterparts,and,when so executed,each counterpart shall be deemed to
be an original and such counterparts together shall constitute one and same instrument.The original of each Schedule shall constitute chattel
paper for purposes of the UCC. If there are multiple originals of a Schedule,the one marked"Lessor's Copy"or words of similar import
shall constitute the only chattel paper.
(h)Survival.All obligations of Lessee to make payments to,or to indemnify,Lessor and all rights of Lessor shall survive the cancellation
or termination of this Master Agreement.
(i)Non-Appropriation. If Lessee is a state and/or a local government, Lessee represents that it has funds available to pay Rent until the
end of its then-current appropriation period,and that Lessee intends to request funds to make payments in each appropriation period from
now untilthe end of the Total Term. If either sufficient funds are not appropriated to make payments or any other amounts due under this
Lease or(to the extent required by applicable law)this Lease is not renewed either automatically or by mutual ratification,this Lease shall
terminate,and Lessee shall not be obligated to make payments under this Master Agreement or the Lease beyond the then-current fiscal
year for which finds have been appropriated.Upon such an event,Lessee shall,no later than the end of the fiscal year for which payments
have been appropriated or the term of this Lease has been renewed,deliver possession of the Equipment to Lessor within fourteen(14)days
If Lessee fails to deliver possession of the Equipment to Lessor,the termination shall nevertheless be effective but Lessee shall be responsible
for the payment of damages in an amount equal to the portion of Rent thereafter coming due that is attributable to the number of days after
the termination during which 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. Lessee shall notify Lessor in writing within seven(7)days after(i) Lessee's failure to appropriate funds
sufficient for the payment of the Rent or(ii)a)this Lease is not renewed or b)this Lease is renewed by Lessee(m which event this Lease
shall be mutually ratified and renewed),provided that Lessee's failure to give any such notice under clause(i)or(ii)of this sentence shall
not operate to extend this Lease or result in any liability to Lessee.
IN WITNESS WHEREOF,Lessee and Lessor have executed this Master Agreement on the dates specified below
LESSEE:Citr of Baytown,on behalf of LESSOR:ZOLL Medical Corporation
Baytown Fire Department
By: — — _ By: WC 911,461
Name: Name:Neil Johnston
Title: Title: VP of Global Sales
Date- Date 3/20/2023
s
Revised 03 15-2022
DocuSign Envelope ID:A7785F5D-518A-42OF-ACA8-FCOOD4F3A2DE
ZOLL ONE PROGRAM
Annex A to Master Agreement
MASTER LEASE AGREEMENT ANNEX A
Notice Information:
If to Lessor. If to Lessee:
ZOLL Medical Corporation City of Baytown,on behalf
269 Mili Road Chelmsford, of Baytown Fire Department
MA 0 1824-4 105 201 East Wye Drive
Baytown,TX Y'5214130
Ann Contracts Department
Atin_Dana Dalbey
Lessee's Information:Lessee hereby represents and warrants,as of the date of the Master Agreement and each Schedule(subject to any
updates provided to Lessor).
1 The exact legal name of Lessee-asset forth in its formation documents,is iti(�City of Baytown
2 Lessee is a political subdivision in the State of Texas.
3. Lessee's federal tax identification number is 74-63000246
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Revised 03.15.2022
DocuSign Envelope ID:A7785F5D-518A-4?OF ACAS-FCOOD4F3A2DE
ZOLL ONE PROGRAM
Schedule Al to Master Agreement C112235820
COUNTERPART NO 1 .TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES CHATTEL PAPER(AS DEFINED IN
THE UCC),NO SECURITY INTEREST IN THIS SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
Internal Reference Number:0-32873 V:1
MASTER LEASE AGREEMENT SCHEDULE
ZOLL Medical Corporation ("Lessor')and Baytown Fire Department ("Lessee")are parties to the Master Lease Agreement identified by the Master
Agreement Number specified above(the"Master Agreement").This Schedule(which shall be identified by the Schedule Number specified above)and the
Master Agreement together comprise a separate Lease between the parties The terms and conditions of the Master Agreement are hereby incorporated by
reference into this Schedule All capitalized terms used in this Schedule without definition have the meanings ascribed to them in the Master Agreement
1. LEASE.
A. Description of Items of Leased Equipment are listed on Exhibit A Equipment List attached hereto.
B. Initial Term 120 Months
2. Lease Amount $88,510.90iAnnual payment starting net 30(excluding any applicable taxes)
Amount is payable in arrears_monthly quarterly IXI annually (check one)
Lessee shall pay Lessor the Reet payment specified above for the h:n_th of the Initial Term within thirty(30)days after the delivery of the kquipment and
monthly thereafter on the same date or on the last day of the calendar month if the month does not contain that date
ZOLL will provide a one-time replacement option for each category of device Within the first sixty 160)months of the Lease,Lessee may replace all capital
equipment provided under Exhibit A for the then available version of the corresponding device or. should a new platform be available,with the new
platform of like configuration A second allotment of accessories and disposables will be provided,in the same quantity as the original order,within ninety
(90)days of the sixtieth(601h)month of the Lease As part of their one-time replacement option.Lessee may elect to replace all categories of equipment
simultaneously or separately. However,each category of equipment(i e,Vents.AP. X Series)must be replaced in full at the same time. For example. if
Lessee has five(5)Vents.it may not replace cne I l)at a time,it must replace all five at the same time. For clarity,it should be noted that the initial term of
this Lease is 10-years for all items including subscriptions. All quoted items,including subscriptions and purchased warranties,may also be extended,or
transferred to any new equipment leased under the terms of this paragraph Any additional»ems not listed in Exhibit A are the financial responsibility of
Lessee
3. LEASE PACKAGE (if no Kank is checked,Lessee will return the Equipment as provided in Section 5 at the end of the Initial Tenn)
Rental X Fair Market Value
4. EQUIPMENT LOCATION
S. LESSEE'S END-OF-LEASE-TEICNI OPTIONS.
(a) Rental.if the Renta,option is selected abate,and un[ess Lessee delvers to Lessor a tenmination notice ninety(90)days before the
expiration of the relevant term.the initial term shall. without any additional ncti:e or documentation,be automatically extended for
successive calendar months("Renewal Tenn")with respect to all items of equipment then subject to this Rental through the end of the
month falling at least ninety(90)days after the date the Lessee shall have delivered to Lessor a termination notice with respect to this
Rental For each calendar month r.f the then-applicable Renewal Tenn. Lessee shall pay to Lessor rent in an amount equal to the
monthly rent payment in effect immediately prior to such extension(or the appruptiate pro rata portion of the rent payment then in
effect in the case of rent payable other than on a monthly basis;,and all other provisions of the Master Agreement and this Schedule
shall continue to applt-
(b) Fair Market Value Option. If the Fair Market Value option is selected above,upon expiration of the Tenn and provided that the
Lease has not been tenninated early by Lessor and Lessee is in cumpliance with the Lease in all respects,Lessee may purchase all(but
not less than all)of the Equipment,fnr the purchase amount that represents the Fair Market Value as defined in Section 8 ofthe Master
Agreement(plus all applicable Taxes),which amount shalt be due and payable on ur before the last day of the then applicable Term.
If the Lessee does not elect to purchase the Equipment for the purchase amount, Lessee may either(a) return the Equipment in
accordance with Section 5 of the Master Agreement, or (bl continue making payments in an amount equal to the rent payment
obligations in effect immediately prior to the end of the Initial Term and all other provisions of the Master Agreement and this Schedule
shall continue to apply.In the event of option(b)where Lessee continues making rent payments,a Renewal Term will apply and will
continue through the end of the calendar month falling at least ninety(90)days after the date the Lessee shalt have delivered to Lessor
a termination notice during the Renewal Term with respect to this Lease In the event Lessor and Lessee are unable to agree on the Fair
Market Value of any Units of Equipment,Lessor shall select an independent appraiser to conclusively determine such amount with the
cost of the appraiser paid by Lessor
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Revised 03.15 2022
DocuSign Envelope ID,A7785F5D-518A-42OF-ACA8-FCOOD4F3A2DE
ZOLL ONE PROGRAM
IF LESSEE SHALL HAVE SELECTED PURCHASE OPTION B ABOVE WITH RESPECT TO A LEASE,BUT SHALL HAVE
SUBSEQUENTLY FAILED TO COMPLY WITH ITS OBLIGATION'S ARISING FROM ITS ELECTION,THEN THE THEN-APPLICABLE
TERM OF THIS LEASE SHALL,WITHOUT ANY ADDITIONAL NOTICE OR DOCUMENTATION,BE AUTOMATICALLY EXTENDED
FOR A RENEWAL TERM WITH RESPECT TO ALL ITEMS OF EQUIPMENT AS TO WHICH LESSEE SHALL HAVE SO FAILED TO
COMPLY WITH ITS OBLIGATIONS THROUGH THE END OF THE CALENDAR MONTH IN WHICH LESSEE SHALL HAVE COMPLIED WITH
SUCH OBLIGATIONS.FOR EACH CALENDAR MONTH OF THE RENEWAL TERM, LESSEE SHALL PAY TO LESSOR RENT IN AN
AMOUNT EQUAL TO THE MONTHLY RENT PAYMENT IN EFFECT IMMEDIATELY PRIOR TO SUCH EXTENSION (OR THE
APPROPRIATE PRO RATA PORTION OF THE RENT PAYMENT THEN IN EFFECT IN THE CASE OF RENT PAYABLE OTHER THAN
ON A MONTHLY BASIS),AND ALL OTHER PROVISIONS OF THE MASTER AGREEMENT AND THIS SCHEDULE SHALL CONTINUE
TO APPLY.
Notwithstanding any of the provisions of this Section 5 to the contrary,if any Lessee Default shall ha%e occurred and be contrnutng at any time during the
last ninety(90)days of the then-applicable Terns of this Lease.Lessor may cancel any Renewal Term or optional or other automatic extension of the then-
applicable Term immediately upon written notice to Lessee.
LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED
IN SECTION LA ABOVE SUCH LEASE WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS SCHEDULE,
INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE AND THE MASTER AGREEMENT,THE TERMS OF THIS SCHEDULE
SHALL GOVERN.
LESSEE: City of Baytown,on behalf of LESSOR:7_OLL Medical Corporation
Baytown Fire Department
Bv: a« »aw
By:
Name: Neil Johnston
Name:
Title: VP of Global sales
Title:
3/20/2023
Revised 03.15-2022
DocuSign Envelope ID A7785F5D-518A-42OF-ACAB-FC00D4F3A2DE
ZOLL ONE PROGRAM
EXHIBIT A
Equipment List
Part # Product Description Quantity
601-2231101-01 X Series Advanced MonitorlDefibrillator- 12-Lead ECG,Pacing,Sp02, SpCO, 10
tCO2, BVM,
CPR Expansion Pack
8900-0400 CPR Stat-padz HVP Multi-Function CPR Electrodes-8 pair/case 3
8300-000676 OneStep Cable,X Series 10
8009-0020 CPR-D-padz and CPR Stat Padz Connector for R Series 10
8900-000220-01 OneStep Pediatric CPR Electrode(8 per case) 4
8300-000208 Microstream Advance Adult-Pediatric Intubated CO2 Filter Line,Short Term Use. 1
Box of 25
8300-000200 Microstrearn Advance Adult Oral-Nasal CO2 Filter Line With 02 Tubing,Short 1
Term Use,Box of 25
8000-001128 Accuvent Fmw Tube(Box of 10) 10
8000-0895 Cuff Kit w-th Welch Allyn Small Adult,Large Adult and Thigh Cuffs 10
8000-0330 Sp02 Rainbow Reusable Patient Cable Connects to LNCS Single Use and 10
Reusable Sensors 4 ft
8000-0294 Sp02 LNCS AduN Reusable Sensor(1 each) 16
8000-0295 Sp02 LNCS Pediatric Reusable Sensor(1 each) 10
8000-0580-01 Six hour rechargeable Smart battery 20
8300-0500-01 SurePowe►4 Bay Charging System including 4 Battery Charging adapters 5
8000-000875-01 Paper,Thermal,BPA Free(Box of 6) 10
8000-000393-01 X Series Carry Case,Premium 10
8778-89004-WF X Series-Worry-Free Service Plan 10
8400-110045 CaseReview Premium Subscription,R Series and X Series,Hosted 10
6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 16
Revised 03-15-2022
DocuSign Envelope ID:A7785F5D-518A42OF-ACAS-FCOOD4F3A2DE
ZOLL ONE PROGRAM
EXHIBIT B
Worry-Free Service Plan for All Capital Equipment in Exhibit A
NVORRY-FREE SERVICE PLAN
'the following,rcpairsert ices for capital equipment included in Fshibit,k are included under the W0 t,re-I.ree Ser\ice Plan. Should
a device be deeined unrepairable, based on 7.ULL's genet Illy accepted technic-1 support practices, replacerneiii of said dc\ice
shall be the responsibility of lessvc
1. Field PrONCntlNe Maintenance si Customer's facility, includirl":
• PrON idc dUCUInCiltatiVil for r<'gulatory agencies
• 1lana2c and track Customer' PM SCI1CdL1Ie
• Test all deice parameters
• Identify and-or troubleshoot potenual issttcs and nt,ike reconlrncndatims
• Troubleshoot devices)Lindfor accessories under contract
• Inspect battery chargers and rcviel\ battery alari:ii--cineilt as required
2. rciepi,one Support 2 l/7
3. Gwneral sofmare updattc.,
4, free loaner equtpnlent a,e r4qutred
5. Technical support
6. Waiver of shipping and handling Iccs
7. Wiliver ol'Mininiurn Service Fee
8. Discounted Prices
• Discounted accessories and cables(27",,discount)
• Discounter{ Lillillml-loll SL1r00l%Cr II batteries(27°,,di<counl)
• i}iscounted (27",o discount) paranieter upgrade. such as S1102, l:TCO2. and tCnlp Llpgl'ade5. subject to it f'orlliial ,service
quotation u--Mccd upon by Both parties.
9. Repair or replacement of parts Within the charger that are.SUbjeci to nonlial Wc;ar Land buirioul during tire. inCltiding but not
limited to, lamps. Iti.ses, batteries. patient cables rand accessories.
10_ Repair or replacetneni (gat ZOLL'S sole option), Lit no charge fo the CLIMOInCr.of the charger if it is affcctirlg the inicgrily-Of
the device.
11_ Sure Power chargers(party and labor covcrcd for norni al 1t'C.n'and tear)
12. FC'G 12-lead cable replact�nicnt upon failure. (eNcluding physical danlaUC),otie relAtcctncnt per unit per}tar
13. On-site Support including c%aluation and pa4kuig ofdc-%ice for return to 7.01 I 's Service Depot
• On-site Support 48-72 hour response Includes autllon7ed on-site dek-We relmirs for all capital cgwpnww 610LILLed in
:xliibit A. evaluation,packing of dc�ice for return to 701.I 's Service Depot.
• In the event o a reported device maltunclion. the device Should be made klvailatbl�to the Field Scr%ice Fngtiwer("1-SE ')
during the scheduled visit at one of the two centrals) located Stations.
• A primary and back-up contact trntst be pro\ided to the FSI: for all cnrnniuntcation
• R011tine service inspection:will be carried out on Custonier site during normal workin 11OLn_•(8.0am a 10poi. -londa)
- rt ida,0.
• Outside of normal bu:ineSS 110111-S arrall�,enletitS are available by requeSl onlN_ 70I_1, reserves [lie right to charge
additional tces for such Ser\ices. to be agreed between 7.OLL and C'ustonicr.
• The por;tponcment of a routine service Inspection shall not dimillisli Gusto nler's responsibilil�,- Cor tlic continued proper
use and upkeep or tic equipment. nl accord.nrcc With the applicable user manual:.
14, ()11-Site dcviec deploy meat when repaired unit is rcturtied
15, Lithiuni-ion SurePimer I[ Batten' replacement(upon end of life), subject to the folloit ing
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Revised 03-25-2022
DocuSign Envelope ID;A7785F5D-518A-42OF-ACA8-FCOOD4F3A2DE
ZOLL ONE PROGRAM
• Batteries must be maintained per"ZOLL's rccommetided maintenance program
• Batieries are replaced LIPon failure. one for one, throughout the term of the F-AperiCare Service contract. should the
SurePower batter\'or SurePower Charger display a Eittli.
• Batteries must be evaluated, anti the fad\rl-C conCmlcd by ZOLL Technical Support a nd'oi all on-site field service
technician.
+ Up to three batteries per de\ice will be co\orcd For batteries acquired from ZOLL in last 24 months (WIlen service plan
Purchased post-sale.)
• Fur batteries acquired from /,OI.L w cr 21 4 months ago, one battery per dc\ice �\ill be covered (When Sen ice Cvtitract
purchased post-sale)
l6. Accidenual damage co\eragc. Includes one device oY_itcr housing rePlacenlent per war per device, Catastrophic damage
beyond repair will not be covered. ZOLL's regular service charges shall apple if device is in need of a second outer housing
replacement within 12 months of prOVlOLIS Dltlel'110LISillO replacement. providing device is still minder Worry-Free Set-\ice plan.
ONN-SITE SUPPORT OPTION
IT On-site Sllp)l)0I't. illClltdillL e\aILI;ttlUn and Packing of device (ur rcttu'n to ZOLL's Service Depot
o 011-Ate Support 48-72 hour respon:;. 111Citldes tutthoriied on-site dc\ice rcpmri iur all capital equipment included ill
F_\hibit A. evaluation, packing of device fur return to ZOI L's Ser\ice Depot.
• In the event of a reported de\ice mat fulluloll.the device should be made a\ailablc to the Field Service Engineer("I'SU.")
during the scheduled\isit at one of the iwo celltlall}' located stations,
• A primary and back-LIP contact must be prO\'tded to the FSL• fur all conlllwnicatlorl.
• Rotitine service inspections will he carried out oil C'uaonler site during normal u orking hours (8.3 0am 5.30pm EST,
Nlondav - Friday).
Outside of normal btiSillesq hour: arrangements arc available by request only. ZOLL reserves the right to chal"r
additional Ices tar such scr\ices, to be ai reed bet%viceti ZOLL, and C'uslomer. i
• The Postponement of a rolillllc scrx ice inspection shall not diililnl>h Customers responsibility lot-the COIlliFILlCCI p1-01)cr
u.Sc and ulAcep of the equipment, Ill accordance with the applicable titer manuals,
18. 0ii-site device deplo\ment \\hell repaired ullil is Ireturllcd
19_ t-CG 12-lead cable replacement upon failure(excluding pfi\sical damage),one replacement per linit pei'Veal'
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Revised 0-15 2022