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HomeMy WebLinkAboutAgenda - 06-19-2012 - 5jORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 19, 2012 Action Agenda Item No. j -j SUBJECT: Approval of a Lease /Purchase Agreement between Orange County Schools and Chase Equipment Finance to Provide Computers for Teachers and Students DEPARTMENT: Financial and Administrative PUBLIC HEARING: (Y /N) No Services ATTACHMENT(S): Orange County Resolution Lease Agreement with Chase Equipment Finance INFORMATION CONTACT: Clarence Grier, Finance and Administrative Services, 919 -245- 2453 Frank Clifton, County Manager, 919 -245- 2306 Patrick Rhodes, OCS Superintendent, 919- 732 -8126 Angie Veitch, OCS Director of Media and Technology, 919- 732 -8126 PURPOSE: To approve a lease /purchase agreement between Orange County Schools (OCS) and Chase Equipment Finance for the lease /purchase of computers for teachers and students to upgrade the District's digital technology. BACKGROUND: As part of Orange County Schools (District) need to utilize current technology to educate the students of its school district, the Orange County Board of Education conducted a work session on the digital classroom, and decided to approve a digital classroom project to purchase laptop computers to upgrade the existing technology for the District's teachers and students. The purchase of the required computers will be accomplished in two phases. Phase I of the project will include the purchase of 650 laptops for the District's teachers, which will be paid for with funds from the District's 2011 -2012 Budget. Phase 2 of the project involves the purchase of 4,100 laptop computers for students in grades 6 -12, which will be financed through a lease /purchase agreement. The total cost of the purchase of the computers is as follows: Phase 1 $ 1,642,550 Phase 2 $ 2,684,390 Total $ 4,326,940 Orange County Schools received financing proposals from BB &T, Key Bank, Lenovo, and Chase Equipment Finance for Phase 2 of the project. The lowest interest rate received for the 2 proposed financing was from Chase Equipment Finance, which is a division of JP Morgan Chase Bank. The proposed rate for $2,600,000 is 1.29% with a lease term of 4 years. The Chase Equipment Finance lease agreement represents an annual lease payment of $671,097. The Orange County Schools Board of Education approved the financing of Phase 2 of the project with Chase Equipment Finance at its May 29, 2012 Board Meeting. Orange County Schools will dedicate proceeds from the one - quarter cent sales tax and redirect curriculum, textbook and technology operating funds to pay the annual lease payment. The State of North Carolina requires that the County and Local Government Commission (LGC) approve a lease agreement if the lease term is longer 5 years or more. This lease will not require LGC approval. FINANCIAL IMPACT: The financial impact to the County is approximately $4,326,940 and is included in Orange County Schools Capital Investment Plan. RECOMMENDATION(S): The Manager recommends that the Board approve the lease agreement and authorize the Chair to sign the resolution regarding the lease agreement between Orange County Schools and Chase Equipment Finance. RES-2012-059 3 RESOLUTION ORANGE COUNTY BOARD OF COMMISSIONERS ORANGE COUNTY, NORTH CAROLINA WHEREAS, the Orange County Board of Education ( "Board of Education ") wishes to enter into an installment purchase contract under N.C. Gen. Stat. § 115C -528 with Chase Equipment Finance for the purchase of certain laptop computers and related equipment to be used for instructional purposes; and WHEREAS, the installment purchase contract will require the Board of Education to pay Chase Equipment Finance a total of up to $2,600,000, inclusive of principal and interest, over the course of the next four fiscal years, in four annual payments, made in arrears, in accordance with the attached Payment Schedule; and WHEREAS, the installment purchase contract is a continuing contract for capital outlay subject to the provisions of N.C. Gen. Stat. § 115C- 441(c1) and 115C -528; and WHEREAS, although the Board of Education and Orange County Board of Commissioners ( "Board of Commissioners ") anticipate that the entire cost of the contract with Chase Equipment Finance will be covered by the Orange County Schools' portion of revenues generated by the one - quarter cent sales tax provided by the Board of Commissioners each year, and appropriations from other Board of Education funding sources, the contract is nevertheless being approved by resolution of the Board of Commissioners in orderto comply with the requirements of N.0 Gen. Stat. § 115C- 441(c1). NOW, THEREFORE, BE IT HEREBY RESOLVED, as required by N.C. Gen. Stat. § 115C- 441(c1), that the Orange County Board of Commissioners agrees to appropriate sufficient funds to the Orange County Board of Education in ensuing fiscal years to meet the Chase Equipment Finance contract obligations, so long as the amount the Orange County Board of Education shall be obligated to pay under that contract shall not exceed the amounts recited above and in the attached Payment Schedule. Said funds shall be a part of, and not in addition to, regular appropriations made to the Orange County Board of Education. Resolved, this day of 2012 by the Orange County Board of Commissioners. Chair Attachment: Payment Schedule PAYMENT SCHEDULE This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease - Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below. Lease Schedule No. 1000136287 Dated JUNE 18, 2012 Accrual Date: JUNE 18, 2012 Amount Financed: $2,600,000.00 Interest Rate: 1.29% per annum Rent Rent Rent Interest Principal Principal Termination Number Date Payment Portion Portion Balance Value 1 6/18/2013 $671,096.84 $33,540.00 $637,556.84 $1,962,443.16 $1,962,443.16 2 6/18/2014 $671,096.84 $25,315.52 $645,781.32 $1,316,661.84 $1,316,661.84 3 6/18/2015 $671,096.84 $16,984.94 $654,111.90 $662,549.94 $662,549.94 4 6/18/2016 $671,096.84 $8,546.90 $662,549.94 $0.00 $0.00 Total $2,684,387.36 $84,387.36 $2,600,000.00 ORANGE COUNTY BOARD OF EDUCATION (Lessee) By: Title: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Authorized Officer 4 4� CHASE 0 JPMORGAN CHASE BANK, N.A. Mail Code OH1 -1085 1111 Polaris Parkway, Suite 3 -A Columbus, OH 43240 -2050 June 6, 2012 ORANGE COUNTY BOARD OF EDUCATION Attn: Angie Veitch 200 East King Street Hillsborough, NC 27278 Dear Ms. Veitch: Enclosed you will find the sample documents as requested for your transaction with JPMORGAN CHASE BANK, N.A. ( "JPM "). These documents have been completed as of June 6, 2012. Please be advised that JPM reserves the right to adjust pricing in order to maintain JPM's anticipated economic return as a result of material adverse changes in money markets and capital markets up to the date of final funding. Please note that JPMorgan Chase Bank requires original signed documents for its file. • Master Lease Purchase Agreement. Master Lease Addendum for financial reporting. and the Master Lease Addendum for North Carolina- These documents constitute the main agreement for this and future schedules. Please ask the Authorized Signer to sign each document in the space indicated. Please note the special wording at the too of the Master Lease Purchase Agreement to be completed by the Financial Officer. Please note the Master Lease Purchase Agreement and the Master Lease Addendum for North Carolina has a signature page to be completed by the Local Government Commission. An original of the LGC document is needed by JPMorgan Chase Bank for its files. Lease Schedule. Schedule A -1, and the Payment Schedule - These are specific documents for the current financing and detail the Schedule terms and conditions, describe the equipment and state the repayment terms. Please ask the Authorized Signer to sign each document in the space indicated. Please note the special wording at the top of the Lease Schedule to be completed by the Financial Officer. Please note the Lease Schedule has a signature page to be completed by the Local Government Commission. An original of the LGC document is needed by JPMorgan Chase Bank for its files. • Software Schedule Addendum. and the Prepayment Schedule Addendum - These documents describe conditions based on the equipment for this specific lease. Please ask the Authorized Signer to sign each document where indicated. • Resolution and Declaration of Official Intent - Your governing board will need to review and approve the financing and the Authorized Signer(s). The Secretary/Clerk of the board would certify that the board has met and approved the financing, and that the titles of the Authorized Signer(s) are correct. • Certificate of Incumbency - Te Secretary/Clerk of the board would certify that the titles and specimen signature(s) of the Authorized Signer(s) are correct. Please note that two original executed documents are required for the funding. • Certificate of Authorization and Incumbency - In the event Board Minutes are used in place of the Resolution, please use this document for the certification of the minutes by the Board Secretary and for the specimen signatures of the Authorized Signers. Please note that two original executed documents are required for the funding. • Opinion of counsel - Please have your counsel review the documents as soon as possible. An Opinion of Counsel letter on their letterhead addressed to JPMORGAN CHASE BANK, N.A. would be required at funding. A sample of an Opinion of Counsel letter that will satisfy JPMORGAN CHASE BANK, N.A. is enclosed. • Proceeds Disbursement Authorization - This form directs the funding _. payment. Please ask the Authorized Signer to sign where indicated. • IRS Form 8038/G - This form is required for IRS reporting of a tax - exempt financing. Please complete and sign the IRS 8038 -G as part of the funding requirements. A copy is included. You may access the IRS website to obtain the form and instructions. If you want JPMorgan Chase Bank to file the form, please include the completed and executed form with your executed documents. If you will file the form, please include a copy of the completed and executed form IRS 8038 -G with your executed documents. Also, we request written notification of your filing with the IRS with the documentation package. • Insurance Request Letter - The Authorized Signer would be requested to sign the bottom of the form, once the insurance agent's information is completed. The executed document is required for funding. We request the completed and signed form be forwarded to your insurance agent. The letter contains the information your agent needs to generate and forward a certificate of insurance to Chase. Proof of insurance on the equipment, and JPMORGAN CHASE BANK, N.A., its Parent, Affiliates, Successors and Assigns, listed as both loss payee and additional insured on your policy would be needed before any funds are released from the escrow account. 7 • Regions Bank Escrow Agreement Receipt Certificate/ Payment Reauest Firms (with Instructiom) and Escrow Funding Sc edule Adden um and Arbitrage Certificate - These documents establish an agreement with an Escrow Agent if you are acquiring the equipment over a defined and allowable period of time. Please note the special wording at the ton of the Master Lease Purchase Agreement to be completed by the Financial Officer Page 6 of the Escrow Agreement requires the contact's fax number and email address. Page 9 of the Escrow Agreement is to be signed by the Authorized Signer. NOTE: Two (2) original signed Escrow Agreements are required for funding; one is for 7PM and one is for the Escrow Agent. The authorized Signer will need to sign and insert his /her title on the Escrow Escrow Funding Schedule Addendum. • Auto Debit - If you would like to use the auto debit option for your payments, please read the instruction form and complete as required. For funding, please return your original signed lease documents, along with your original signed Opinion Letter, via over night delivery, to IPMORGAN CHASE BANK, N.A., Mail Code OH1 -1085, 1111 Polaris Parkway, Suite A3, Columbus, OH 43240. If using UPS as your over -night service provider, please consider using our cost center # 03X 7W1. We request the executed documents be received at our Columbus office two business days before the anticipated funding date. Time is needed by Chase to review and approve the funding package. We would like to thank you for choosing IPMORGAN CHASE BANK, N.A. to assist with your equipment financing. We appreciate your business and welcome the opportunity to work with you. PLEASE MAKE A COPY OF THE DOCUMENTS FOR YOUR RECORDS. If you would like to receive a copy of the signature pages post closing, please notify your Documentation Specialist of your request. Your payments will be due as set forth in the Lease Schedule. You will be receiving an invoice for the above referenced account at: 200 East King Street Hillsborough, NC 27278 If you have any questions, concerns, or if I can be of assistance, please feel free to call me. I can be reached at 1- 800 - 678 -2601 or (614) 213 -1557 from 8:00 a.m. through 5:00 p.m. ET Monday through Friday. I'll be happy to help you. Sincerely, Mary Heubach Senior Documentation Specialist 0 CHASE0 This instrument has been preaadited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Officer MASTER LEASE - PURCHASE AGREEMENT Dated As of: JUNE 18, 2012 Lessee: ORANGE COUNTY BOARD OF EDUCATION This Master Lease- Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ( "Master Lease ") is made and entered by and between JPMORGAN CHASE BANK, N.A. ( "Lessor ") and the lessee identified above ( "Lessee "). 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person. 3. LEASE TERM. The term of the lease of the Equipment described in each Lease ( "Lease Term ") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Payment Schedule attached to the Schedule ( "Rent Payments "). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5 %) of such overdue amount, limited, however, to the maximum amount allowed by law. . 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.. 5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ( "Location ") by Equipment suppliers ( "Suppliers ") selected by Lessee. Lessee shall pay all costs related thereto. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ( "Purchase Price ") to the applicable Supplier. Page 1 of 6 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ( "Funding Conditions ") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the "Code "); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax - exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 803 8G as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL NON - APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non - Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non - Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease. 7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services fiunished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. 8. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, UCC financing statements and any amendments thereto. Page 2 of 6 10 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the nominal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ( "Improvements ") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment. 12. LIENS, SUBLEASES AND TAXES. 12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. 12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing. 13. RISK OF LOSS. 13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ( "Casualty Loss "). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ( "Lost Equipment "), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. 13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising Page 3 of 6 11 under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. S� 4 &9rRz\ZL@J-A 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee. 14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor. 15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) for such Lease plus the Termination Value amount set forth on the Payment Schedule to such Lease for such date. Upon satisfaction by Lessee of such prepayment conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS ", without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17. TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 18. ASSIGNMENT. 18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of any Lease or any Equipment or any interest in any Lease or Equipment. 18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (an "Assignee ") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER Page 4 of 6 12 SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMORGAN CHASE & CO. any of its direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non - Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non - Assigned Lease or any Equipment covered by any Non - Assigned Lease; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement; and "Non- Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof, (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof, (c) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor. 20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with interest on such amounts at the rate of twelve percent (12 %) per annum (but not to exceed the highest rate permitted by applicable law) from the date of Lessor's demand for such payment; (b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out -of- pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. Page 5 of 6 None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de- install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens. (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of where Lessee is located (the "State "). 23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing. 24. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. 25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument. If more than one counterpart of each Schedule is executed by Lessee and Lessor, then only one may be marked "Lessor's Original" by Lessor. A security interest in any Schedule may be created through transfer and possession only of. the sole original of said Schedule if there is only one original; or the counterpart marked "Lessor's Original" if there are multiple counterparts of said Schedule. 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. ORANGE COUNTY BOARD OF EDUCATION (Lessee) M Title: JPMORGAN CHASE BANK, N.A. (Lessor) Title:Authorized Officer Page 6 of 6 13 14 [Signature page to the Master Lease - Purchase Agreement, dated as of JUNE 18, 2012, between ORANGE COUNTY BOARD OF EDUCATION and JPMorgan Chase Bank, N.A.] CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The foregoing Master.Lease- Purchase Agreement has been approved under the provision of Section 160A and Article 8 of Chapter'159 of the General Statutes of North Carolina, as amended. Secretary, Local Government Commission of North Carolina 15 NORTH CAROLINA MASTER AGREEMENT ADDENDUM (North Carolina Local Government Leases) Dated as of JUNE 18, 2012 Master Lease - Purchase Agreement dated as of JUNE 18, 2012 Lessee /Purchaser. ORANGE COUNTY BOARD OF EDUCATION This Addendum is attached to and made a part of the Master Lease - Purchase Agreement identified above (the "Master Agreement ") which is by and between the Lessee /Purchaser identified above (hereinafter, "Purchaser") and JPMorgan Chase Bank, N.A. (hereinafter, "Chase "). Unless otherwise defined herein, terms defined in the Master Agreement will have the same meaning when used herein. 1. Purchaser and Chase acknowledge that each of the transactions described in or covered by a Lease Schedule (each a "Schedule ") to the Master Agreement are in the nature of an installment purchase of the Equipment. In order to reflect that the transactions described in each Schedule are in the nature of an installment purchase of the Equipment covered by each Schedule, Purchaser and Chase agree as follows: (a) Each use of the word "Lessee" in the Master Agreement, each Schedule or in any document relating thereto is changed to "Purchaser"; (b) Each use of the word "Lessor" in the Master Agreement, each Schedule or in any document relating thereto is changed to "Chase "; (c) Each use of the word "Lease" in the Master Agreement, each Schedule or in any document relating thereto is changed to "Installment Agreement"; (d) Each use of the phrase "Lease Term" in the Master Agreement, each Schedule or in any document relating thereto is changed to 'Installment Purchase Term "; and (e) Each use of the phrase "Rent Payment" or "Rental Payment" in the Master Agreement, each Schedule or in any document relating thereto is changed to "Installment Payment ", and each use of the phrase "Rent Payments" or "Rental Payments" in the Master Agreement, each Schedule or in any document relating thereto is changed to "Installment Payments ". 2. Notwithstanding anything to the contrary, expressed or implied, in sections 6.1 or 6.2 of the Master Agreement, Chase expressly acknowledges and agrees that all Installment Payments due and payable under each Schedule shall be payable solely from appropriations made for such purpose by Purchaser's governing body. 3. Purchaser's obligations to pay any amount to Chase under Section 13.3 or Section 20(a) of the Master Agreement are subject to the terms and conditions of Sections 6.1 and 6.2 of the Master Agreement; and Chase agrees that said payment obligations shall not be general obligations of Purchaser and said payment obligations shall not constitute a pledge of either the full faith and credit of Purchaser or the taxing power of Purchaser. 4. To the extent required by N. C. General Statute Section 160A -20, and notwithstanding anything to the contrary, expressed or implied, in section 20 of the Master Agreement, Chase agrees that in any action or proceeding relating to an event of default under a Schedule or the Master Agreement as it relates to the Schedule, no deficiency judgment may be rendered against Purchaser for amounts that may be owed by Purchaser under the Schedule and the Master Agreement as it relates to the Schedule when the proceeds of the sale or other disposition of the Equipment covered by the Schedule are not sufficient to pay in full the amounts due under the Schedule and the Master Agreement as it relates to the Schedule. 5. Except as expressly amended hereby, all of the terms and conditions of the Master Agreement remain in full force and effect. The terms and condition of the Master Agreement as amended hereby remain legal, valid and binding obligations of Purchaser which are enforceable by Chase against Purchaser in accordance with their terms. (NC MLPA ADDENDUM) 1 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. ORANGE COUNTY BOARD OF EDUCATION JPMORGAN CHASE BANK. N.A. (Purchaser) By; Title: (NC MLPA ADDENDUM) By: Title: 16 17 [Signature page to the Master Lease - Purchase Agreement Addendum , dated as of JUNE 18, 2012, between ORANGE COUNTY BOARD OF EDUCATION and 1PMorgan Chase Bank, N.A.] CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The foregoing Master Lease - Purchase Agreement Addendum has been approved under the provision of Section 160A and Article 8 of Chapter 159 of the General Statutes of North Carolina, as amended. Secretary, Local Government Commission of North Carolina CHASE.0 Dated As of: MASTER LEASE - PURCHASE AMENDMENT JUNE 18, 2012 Master Lease - Purchase Agreement dated: June 18, 2012 Lessee: ORANGE COUNTY BOARD OF EDUCATION Reference is made to the above Master Lease - Purchase Agreement together with all previous addenda, amendments, supplements and modifications thereto (collectively, the "Master Lease ") by and between JPMORGAN CHASE BANK, N.A., ( "Lessor ") and the above lessee ( "Lessee "). This Amendment amends and modifies the terms and conditions of the Master Lease and is hereby made a part of the Master Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of Lease Schedules, Lessor and Lessee hereby agree to amend the Master Lease as follows: 1. FINANCIAL INFORMATION. In addition to all other requirements of the Master Lease with respect to delivery of financial information, Lessee agrees to deliver to Lessor the annual audited financial information for Lessee no later than 180 days after the end of each fiscal year of Lessee. 2. GENERAL. Except as expressly amended by this Amendment and other modifications signed by Lessor and Lessee, the Master Lease remains unchanged and in full force and effect The modifications made pursuant to this Amendment shall apply to all existing and future Lease Schedules under the Master Lease. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. ORANGE COUNTY BOARD OF EDUCATION JPMORGAN CHASE BANK, N.A. (Lessee) (Lessor) By: By: Title: Title: Authorized Officer Page 1 of 1 18 CHASE0 19 This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Officer LEASE SCHEDULE Dated as of: JUNE 18, 2012 Lease No.: 1000136287 This Lease Schedule, together with its Payment Schedule is attached and made a part of the Master Lease- Purchase Agreement described below ( "Master Lease ") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease - Purchase Agreement dated June 18, 2012. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A -1 attached hereto and made a part hereof. B. EQUIPMENT LOCATION: See Attached Schedule A -1 C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, WHERE -IS'; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and to make Rental Payments if finds are appropriated in each fiscal year by its governing body. E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule. F. RE- AFFIRMATION OF THE MASTER LEASE: Lessee hereby re- affirms all of its representations, warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Sections 6.1 and 16 thereof). G. BANK QUALIFIED: LESSEE CERTIFIES (a) THAT IT HAS DESIGNATED THIS LEASE AS A "QUALIFIED TAX - EXEMPT OBLIGATION" FOR THE PURPOSES OF AND WITHIN THE MEANING OF SECTION 265(b)(3) OF THE CODE, (b) THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX - EXEMPT OBLIGATIONS IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE FOR THE CURRENT CALENDAR YEAR AND (c) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF SECTION 265 TAX - EXEMPT OBLIGATIONS TO BE ISSUED DURING THE CURRENT CALENDAR YEAR BY LESSEE, OR BY AN ENTITY CONTROLLED BY LESSEE OR BY ANOTHER ENTITY THE PROCEEDS OF WHICH ARE LOANED TO OR ALLOCATED TO LESSEE FOR PURPOSES OF SECTION 265(b) OF THE CODE WILL NOT EXCEED $10,000,000. "Section 265 Tax- Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code. Page 1 of 2 Equipment/Escrow Acceptance Date: ORANGE COUNTY BOARD OF EDUCATION (Lessee) Title: Kil JPMORGAN CHASE BANK. N.A. (Lessor) By: Title: Authorized Officer Page 2 of 2 20 21 [Signature page to the Lease Schedule, dated as of JUNE 18, 2012, between ORANGE COUNTY BOARD OF EDUCATION and JPMorgan Chase Bank, N.A.] CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The foregoing Lease Schedule has been approved under the provision of Section 160A and Article 8 of Chapter 159 of the General Statutes of North Carolina, as amended. Secretary, Local Government Commission of North Carolina 22 SCHEDULE A -1 Equipment Description Lease Schedule No. 1000136287 dated JUNE 18, 2012 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Locations: A.L. Stanback Middle School C.W. Stanford Middle School Gravelly Hill Middle School Orange High School Cedar Ridge High School 3700 NC HWY 86 South 308 Orange High School Road 4801 West Ten Street 500 Orange High School Road 1125 New Grady Brown Road Equipment Description: Various Desktop Computers Expected Equipment Purchase Price $2,600,000.00 Discount/Down Payment N/A Net Amount Financed $2,600,000.00 Hillsborough, NC 27278 Hillsborough, NC 27278 Efland, NC 27243 Hillsborough, NC 27278 Hillsborough, NC 27278 This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule. ORANGE COUNTY BOARD OF EDUCATION JPMORGAN CHASE BANK. N.A. (Lessee) (Lessor) By: By: Title: Title: Authorized Officer CHASE Q 23 SOFTWARE ACQUISITION SCHEDULE ADDENDUM Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION Reference is made to the above Lease Schedule ( "Schedule ") and to the Master Lease- Purchase Agreement ( "Master Lease ") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ( "Lessor ") and the above lessee ( "Lessee "). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. 1. In order to induce Lessor to enter into the Lease, Lessee represents and warrants to Lessor as follows: (a) the Equipment includes a substantial amount of software, technology applications, other proprietary information and installation services associated with the acquisition of such property ( "Software "); (b) useful economic life of the Software exceeds the Lease Term by at least 12 months; (c) the term of the agreements (collectively, "License Agreements ") pursuant to which Lessee receives the licenses or other rights to use the Software from the Supplier(s) of the Software (hereinafter, each such Supplier referred to as a "Licensor ") exceeds the useful economic life of the Software; and (d) all of the costs of acquiring, licensing and installing the Software which are payable under the License Agreements and which are included in the amount financed under the Lease are properly chargeable to the capital account of Lessee and properly identified as capital expenditures by Lessee. 2. In order to induce Lessor to enter into the Lease, Lessee covenants and agrees as follows: (a) Upon Lessor's request from time to time, Lessee will provide to Lessor complete and accurate copies of all License Agreements and documentation related thereto with respect to any Software; (b) All License Agreements shall remain in full force and effect during the Term of the Lease and Lessee shall not suffer or permit the termination or cancellation any License Agreement; (c) Lessee is solely responsible for the performance of all obligations of Lessee under the License Agreements, including, but not limited to, providing any applicable financing notice to Licensor; (d) each Licensor remains solely responsible for the performance of all obligations of the Licensor under the applicable License Agreements; (e) Lessor has no obligations of any kind to Lessee or to any Licensor under any License Agreement or in connection with any Software; (f) If an Event of Default or a Non - Appropriation Event occurs under the Lease, then in addition to all other rights and remedies available to Lessor under the Master Lease, Lessee shall cease to use or operate any Software and Lessee shall remove all Software from any equipment used or operated by Lessee; and (g) NO DEFECT IN OR UNFITNESS OF ANY SOFTWARE AND NO FAILURE TO DELIVER OR INSTALL ANY SOFTWARE AND NO FAILURE IN THE PERFORMANCE OF ANY SOFTWARE SHALL RELIEVE LESSEE OF ANY OBLIGATION UNDER THE LEASE OR ANY OBLIGATION TO PAY RENT PAYMENTS WHEN DUE. Page 1 of 2 3. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above. ORANGE COUNTY BOARD OF EDUCATION (Lessee) By: Title: JPMORGAN CHASE BANK. N.A. (Lessor) By. Title: Authorized Officer Page 2 of 2 24 CHA.S.,MW PREPAYMENT SCHEDULE ADDENDUM (24 -Month Lockout Period) Dated: JUNE 18, 2012 Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION Reference is made to the above Lease Schedule ( "Schedule ") and to the Master Lease- Purchase Agreement ( "Master Lease") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ( "Lessor ") and the above lessee ( "Lessee "). As used herein. "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: 1. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end of the Lock -Out Period specified below. Lock -Out Period: the first 24 months of the Lease Term of the Schedule 2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period") and so long as the above Lock -Out Period has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date ") following the Notice Period the total of the following (the "Prepayment Amount "): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date. 3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment), Section 14.1 of the Master Lease (required amount of casualty loss insurance) and Subsection 20(c) of the Master Lease (post - default remedies of Lessor) and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1 and 2 of this Addendum. 4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. ORANGE COUNTY BOARD OF EDUCATION (Lessee) By: Title: JPMORGAN CHASE BANK. N.A. (Lessor) Lo Title: Authorized Officer Page 1 of 1 25 CHASE0 CERTIFICATE OF INCUMBENCY Dated: JUNE 18, 2012 Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee "), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] Name Title Signature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease - Purchase Agreement / documents by the above incumbency, this certificate must also be signed by a second officer. Print Name: Title: Signature: W CHASE0 CERTIFICATE OF INCUMBENCY Dated: JUNE 18, 2012 Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee "), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] Name Title Signature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease - Purchase Agreement / documents by the above incumbency, this certificate must also be signed by a second officer. Print Name: Title: Signature: 27 CHASE 28 RESOLUTION AND DECLARATION OF OFFICIAL INTENT Lessee: ORANGE COUNTY BOARD OF EDUCATION Principal Amount Expected To Be Financed: $2,600,000.00 WHEREAS, the above Lessee is a political subdivision of the State in which Lessee is located (the "State ") and is duly organized and existing pursuant to the constitution and laws of the State. WHEREAS, pursuant to applicable law, the governing body of the Lessee ( "Governing Body ") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interests in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more lease - purchase agreements ('Equipment Leases ") in the principal amount not exceeding the amount stated above ( "Principal Amount ") for the purpose of acquiring the property generally described below ( "Property") and to be described more specifically in the Equipment Leases is appropriate and necessary to the functions and operations of the Lessee. Brief Description Of Property: See Attached Schedule A -1 WHEREAS, JPMorgan Chase Bank, N.A. ( "Lessor ") is expected to act as the lessor under the Equipment Leases. WHEREAS, the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the Equipment Leases ( "Lease Purchase Proceeds ") for such expenditures and such expenditures are not expected to exceed the Principal Amount. WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax- exempt borrowing to be spent on working capital and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds. NOW, THEREFORE, Be It Resolved by the Governing Body of the Lessee: SECTION 1. Either one of the (insert title) OR the (insert title) (each an "Authorized Representative ") acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized. SECTION 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Equipment Leases on behalf of the Lessee. SECTION 3. The aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the Lessee as set forth therein. SECTION 4. The Lessee's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Equipment Lease and the Lessee's obligations under the Equipment Leases shall not constitute a general obligations of the Lessee or indebtedness under the Constitution or laws of the State. SECTION 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection with the Property prior to the receipt of the Lease Purchase Proceeds for the Property. The Governing Body of Lessee hereby Page 1 of 2 declares the Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of Section 1.150 -2 of Treasury Regulations. This section of the Resolution does not bind the Lessee to make any expenditure, incur any indebtedness, or proceed with the purchase of the Property. SECTION 6. As to each Equipment Lease, Lessee hereby designates each Equipment Lease as a "qualified tax- exempt obligation" for the purposes of and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended ( "Code ") and Lessee reasonably anticipates that the total amount of Section 265 Tax - Exempt Obligations to be issued during the current calendar year by Lessee, or by an entity controlled by Lessee or by another entity the proceeds of which are loaned to or allocated to Lessee for purposes of Section 265(b) of the Code will not exceed $10,000,000. "Section 265 Tax- Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code. SECTION 7. This Resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED on this 120_ The undersigned Secretary/Clerk of the above -named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: Page 2 of 2 W _41f CHASE0 CERTIFICATE OF AUTHORIZATION & INCUMBENCY Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION I hereby certify to JPMORGAN CHASE BANK, N.A. ( "Lessor") that I am the officer of the above -named Lessee ( "Lessee ") with the title indicated beneath my signature below, and as such, I am authorized to execute and deliver this Certificate on behalf of Lessee in connection with the above - identified Lease Schedule together with the Master Lease - Purchase Agreement identified therein (collectively, the "Lease ") between Lessor and Lessee. I further certify: (a) that I have examined the representations and warranties made by Lessee in the Lease; and (b) that such representations and warranties remain true and correct as if made on and as of the date of this Certificate. I further certify: (1) that attached hereto as Exhibit A is a copy of the resolutions adopted by the governing body of Lessee or the minutes of an official meeting of the governing body of Lessee regarding the matters set forth in said minutes; (2) that the transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the resolutions or actions set forth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the governing body of Lessee as set forth in Exhibit are in full force and effect on the date of this Certificate and have not been modified or rescinded I further certify that the following are names, titles and specimen signatures of officers or representatives of Lessee who are duly authorized to execute and deliver the Lease and any related documents, each of whom has been duly elected or appointed to hold and currently holds the office or position of Lessee which is set forth opposite his or her name: (Please type or print) Name Title Signature Name Title Signature Name Title Signature The undersigned Secretary /Clerk of the above -named Lessee hereby certifies and attests that the undersigned has access to the official records of the governing body of the Lessee and that the undersigned is authorized to execute and deliver this Certificate. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: Attachment. Exhibit A. true and complete copy of the original authorizing resolution/minutes 31 CHASE0 CERTIFICATE OF AUTHORIZATION & INCUMBENCY Lease Schedule No: 1000136287 Lessee: ORANGE COUNTY BOARD OF EDUCATION I hereby certify to JPMORGAN CHASE BANK, N.A. ( "Lessor ") that I am the officer of the above -named Lessee ( "Lessee ") with the title indicated beneath my signature below, and as such, I am authorized to execute and deliver this Certificate on behalf of Lessee in connection with the above - identified Lease Schedule together with the Master Lease- Purchase Agreement identified therein (collectively, the "Lease ") between Lessor and Lessee. I further certify: (a) that I have examined the representations and warranties made by Lessee in the Lease; and (b) that such representations and warranties remain true and correct as if made on and as of the date of this Certificate.. I further certify: (1) that attached hereto as Exhibit is a copy of the resolutions adopted by the governing body of Lessee or the minutes of an official meeting of the governing body of Lessee regarding the matters set forth in said minutes; (2) that the transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the resolutions or actions set forth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the governing body of Lessee as set forth in Exhibit A are in full force and effect on the date of this Certificate and have not been modified or rescinded. I further certify that the following are names, titles and specimen signatures of officers or representatives of Lessee who are duly authorized to execute and deliver the Lease and any related documents, each of whom has been duly elected or appointed to hold and currently holds the office or position of Lessee which is set forth opposite his or her name: (Please type or print) Name Title Signature Name Title Signature Name Title Signature The undersigned Secretary/Clerk of the above -named Lessee hereby certifies and attests that the undersigned has access to the official records of the governing body of the Lessee and that the undersigned is authorized to execute and deliver this Certificate. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: Attachment. Exhibit A, true and complete copy of the original authorizing resolution/minutes