Okaloosa County BOCC — January 19, 2016 — Master Lease Agreement

Philips Medical Capital Master Lease Agreement PHONE: (866) 514-4PMC FAX: (866) 516-4PMC Full Legal Name Okaloosa County Phone Number 8506895960 Carrying on Business as (If Any) Fax Number Billing Address City State Zip Send Invoice to Attention of: 302 North Wilson Street, Suite 203 Crestview FL 32536 TERMS AND CONDITIONS This MASTER LEASE AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of , is by and between Philips Medical Capital, LLC, a Delaware limited liability company, with offices located at 1111 Old Eagle School Road, Wayne, Pennsylvania, 19087-1453, (together with its successors and assigns, “Lessor”), and , @ _municipality organ- ized under the laws of the State/Commonwealth of __Florida (together with its successors and permitted assigns, “Lessee”). The parties hereto for good and valuable consideration and intending to be legally bound hereby agree as follows: 1. LEASE OF SYSTEM: This Agreement establishes the general terms and conditions under which Lessor may, from time to time lease a System (as hereinafter defined) to Lessee as spec- ified in a lease schedule to be entered into from time to time (each a “Lease”). Each Lease shall incorporate the terms and conditions of the Agreement and shall constitute a separate lease agreement as to a System. In the event of a conflict between the provisions of any Lease and the provisions of this Agreement, the provisions of the Lease shall prevail. As used in this Agreement, the terms “Software”, “Equipment” and “Maintenance” shall mean all items of software, equip- ment and maintenance, respectively, specified on a Lease and all of the foregoing and all periph- erals and items related thereto provided by Lessor shall be collectively referred to as a “System.” IF THIS LEASE HAS BEEN PROVIDED ELECTRONICALLY AND LESSEE WISHES TO ENTER INTO THIS AGREEMENT AND/OR ANY LEASES ELECTRONICALLY, LESSEE'S ELECTRONIC SIG- NATURE WILL CONSTITUTE ITS ACKNOWLEDGEMENT AND AGREEMENT TO DO BUSINESS AND RECEIVE ALL RELATED RECORDS ELECTRONICALLY, INCLUDING, WITHOUT LIMITA- TION, ELECTRONIC FORMS OF DELIVERY AND ACCEPTANCE CERTIFICATES, IF REQUIRED BY LESSOR. At Lessor’s option, Lessor may require an ink signature. 2. TERM AND PAYMENTS: The lease term for each System shall be for the time period spec- ified in the Lease (as it may be extended pursuant to the terms hereof or the Lease, the “Lease Term”), and such Lease Term shall commence on the date provided in the Lease (the “Commencement Date”). For the Lease Term, Lessee shall pay to Lessor the payments in the amount, number and in the manner specified in a Lease (each a “Payment” and collectively, “Payments”). If not specified in a Lease, the first Payment is due the first day of the first full month after the Commencement Date and the remaining Payments are due on the same day of each consecutive payment period thereafter for the duration of the Lease Term. A Lease may not be terminated or canceled for any reason whatsoever, except as expressly provided in the Lease. Whenever any sum due hereunder is not paid when due, Lessee agrees to pay to Lessor, on the next due date, a late charge equal to five percent (5%) of the amount of any late payment (but not less than $10.00), but only to the extent permitted by law. If any sum paid by Lessee shall be refused or rejected by the related obligor, Lessor may charge Lessee a returned-check or non- sufficient funds charge in the amount of $25.00 per check or electronics funds transfer to reim- burse Lessor for the time and expense incurred with respect thereto. All sums paid by, or on behalf of, Lessee hereunder shall be non-refundable. All sums shall be delivered to Lessor at its address specified above (or such other place as Lessor, in writing, directs) without notice or demand therefore. If and to the extent the Payments include amounts due to Philips Healthcare for service or maintenance, then in