Okaloosa County BOCC — January 19, 2016 — Master Lease Schedule No 1 — reading text

MASTER LEASE SCHEDULE No. 01 LESSEE: Okaloosa County This Mastet Lease Schedule No. 01 (“Lease Schedule”), dated as of January 13, 2016, constitutes an independent lease incorporating the terms and conditions of the Master Lease Agreement (“Agreement”), dated as of January 11, 2016 by and between PHILIPS MEDICAL CAPITAL, LLC (“Lessor”) and Lessee. All capitalized terms in this Lease Schedule shall have the meanings ascribed to them in the Agreement. To the extent that the terms of this Lease Schedule conflict with the terms of the Agreement, the terms of this Lease Schedule shall control. Lessee hereby acknowledges and cettifies that (i) the System and each item thereof described below or in any exhibit attached hereto was selected by the Lessee, (ii) the Lessee has reviewed and approved the purchase order, supply contract or purchase agreement covering each item of the System, (iii) as between the Lessor and the Lessee, each such item is of a size, design, capacity and manufacture acceptable to and suitable for Lessee’s need; and (iv) as of the Commencement Date, each item of the System has been delivered and inspected by Lessee, is in good working order, repair and condition and that Lessee unconditionally and irrevocably accepts the System and each item thereof for lease hereunder. 1. System Description: fifteen (15) Philips HeartStart MRX monitors per quote #060938 2. Provider Name & Address: Southeastern Emergency Equipment, PO Box 1097, Youngsville, NC 27596 3. System Location: 714 Essex Road, Fort Walton Beach, FL. 32547 4. Lease Term: thirty six (36) months starting the first day of the first full month after the “Commencement Date” (as defined below). Nevertheless, the Lease Term shall automatically renew for an additional 12 months upon payment terms then in effect unless Lessee notifies Lessor not less than one hundred and eighty (180) days and not more than two hundred and seventy (270) days prior to the last day of the Lease Term (“Term Expiration Date”) that it is going to return the System and returns the System on Term Expiration Date. Thereafter, the Lease Term shall extend for additional three (3) month periods until Lessee has returned or purchased the System as provided for hereunder. For the purposes of this Lease Schedule, the Commencement Date shall mean the earliest to occur of: (i) the date on which the System is Available for First Use (as hereinafter defined); (ii) the date on which the Lessor shall have received telephonic confirmation from the Lessee that the System has been accepted; or (iii) execution by Lessee of a Delivery and Acceptance Certificate. As used herein, “Available for First Use” shall mean that the System is available for first patient or clinical use. It is agreed that if the appropriate Provider represents to Lessor that a System has been installed and is available for first patient or clinical use, such representation shall, as between Lessor and Lessee, constitute a definitive determination that such System is “Available for First Use.” 5. Payments: (a) Payment: thirty six (36) equal consecutive monthly payments in the amount of $8,504.97 plus all applicable taxes due on the first day of each month during the Lease Term and the same day of each month thereafter with a final payment of all sums due and owing hereunder on the Term Expiration Date. {b) Changes in Payment: The Payment amount is based on an interest rate equivalent to that of Interest Rate Swaps as quoted by the Federal Reserve that would have a repayment term equivalent to the Lease Term (or Lessor may use an interpolated rate if a like-term is not available), as reasonably determined by Lessor (“Swap Rate”). The Payment set forth above was calculated on November 25, 2015, which yielded a Swap Rate of 1.59% (“Existing Swap Rate”). The Payment shall be adjusted upward by Lessor to reflect any change (i) in the Swap Rate above and the Swap Rate in effect on the Commencement Date and (ii) in the Projected Value due to market conditions if the Commencement Date does not occur within ninety (90) days of the date first set forth above. () Advance Payment: $8,504.97 plus all applicable sales taxes. This payment will be applied to your first payment. Master Lease Schedule No. 01 revised | 6. Security Deposit and Fee: Lessee will provide Lessor with a security deposit of $500.00 as security for its obligations hereunder and pay Lessor a processing fee of $0.00 for Lessor’s documentation, UCC-1 financing statement filing and other administrative costs. Any security deposit is non-interest bearing and may be commingled by Lessor. Lessor may apply any security deposit upon an Event of Default and Lessee shall promptly restore any amount so applied. If Lessee is not in default on the Term Expiration Date, then Lessor shall return any security deposit not applied to Lessee without interest. 7. Interim Rent: If the Commencement Date is on a day other than the first day of the month, Lessee shall pay interim rent (“Interim Rent™) equal to one-thirtieth (1/30) of the Payment for each day from and including the Commencement Date through and including the last day of the month prior to the beginning of the Lease Term. Interim Rent is due and payable concurrently with the first regularly scheduled Payment of the Lease Term. If the Payments are not level, then the calculation will be based on the weighted average of the Payments in excess of $0. 8. Fair Market Value Purchase Option: So long as no Event of Default exists, Lessee may, not less than one hundred and eighty (180) days and not more than two hundred and seventy (270) days prior to the Term Expiration Date, elect to purchase all, but not less than all, of the System for a purchase price equal to the fair market value of the System as of the Term Expiration Date. For the purposes of this Lease Schedule, fair market value of the System will equal the price a willing buyer would pay and a willing seller would accept (neither buyer or seller being under compulsion to act) for the System as installed, in continued use, giving due consideration to its replacement cost, as determined by Lessor in its sole discretion. Upon receipt by Lessor of the purchase price and all other sums due hereunder on or about the Term Expiration Date, Lessor shall convey title to the System to Lessee free and clear of all liens and encumbrances arising through Lessor but otherwise “As Is” and “Where Is” and without warranty of any kind, including the warranty of fitness for a particular purpose and of merchantability. Lessee shall pay all taxes attributable to any sale other than net income taxes imposed on any gain recognized by Lessor as a direct result of such sale. [n Witness Whereof, the parties hereto have executed this Master Lease Schedule No. 01 as of the date first set forth above. Okaloosa County Philips Medical Capital, LLC By: X By: Print Name: Charles K. Windes, Jr. Title: Chairman, Board of County Print Name: Commissioners Title: Witness Witness Signature: X Signatures: Print Name: x Print Name: Title: X Title: Master Lease Schedule No. 01 revised 2 Southeastern QUOTE Customer Copy EMERGENCY EQUIPMENT Number | 060938 PO Box 1097, Youngsville, NG 27596-1007 Date 117252015 Fax: 888-556-1048 Phone: 800-334-6656 Page 1 Ship To: Okaloosa County EMS Bifl To: Okaloosa County 40057 714 Essex Road 010057 302 N. Wilson St., Suite 203 Attn: Mike Baxley Attn: BOC Ft. Walton Beach, FL 32547 Crestview, FL 32536 Reference # Expires Sisp | Terms Wh | Freight Ship Via BID 12/31/15 333 | Net 30 Days 01 | PRE/ADD |DROPSHIP Quoted By: TB Quoted To: ltem Description Ordered | UM Price | UM Extension M3536A Heartstart Mrxals Monitor 15 |EA 6447.44 | EA 96711.60 A23 Spo2, Nbp, & Etce2 For Mrx 15 |EA 5793.65 |[EA 86904.75 Grey B01 Pacing Mrx 15 |EA 1416.03 |EA 21240.45 B02 12-Lead Acqu. (Mrx) 15| EA 2410.26 |EA 36153.90 B08 Q-Cpr 15 |EA 1804.68 |EA 27070.20 B09 Q-Cpr Data Capture 15| EA 120.51 |EA 1807.65 B10 Mrxbluetooth Event Summary 15| EA 1278.64 |EA 19179.60 Transmission B17 Aci-Tipi And Tpi 15 |EA 307.31 |[EA 4609.65 C03 Mrxdata Card 15 ([EA 59.05 |EA 885.75 Co5 Lithium Battery Extra (Mrx) 15 |EA 250.06 |EA 3750.90 C06-MRX Ac Power Module Mrx 15 [EA 256.09 | EA 3841.35 C11 2.7m (Longer) Trunk Cablemrx 15 |EA 00 | EA .00 C21 Carry Case Soft Black 15 |[EA 00 EA 00 D01 Mrx Wireless Link Generic Wifi 15| EA 3009.81 |[EA 45147.15 Pos MXU0243-A02 Install/Configure Mrx & Data 15 |[EA 575.00 |[EA 8625.00 Messenger To Wifi Network LP1 Hard Copy Instructions Mrx 15 | EA 00 | EA .00 LP3 Mrxuser Trainingdvd 15 |EA 16.27 |FA 244.05 LPK Label Set For Mrx 15 | EA 00 EA .00 w22 Two Year Bench Warranty Mrx 15 | EA 00 | EA 00 M1191B Sensor Spo2 Ad 8 Pin 15 ' EA 223.38 |[EA 3350.70 40401B Bp Cuff Mrx Pedi Reusable 15 |[EA 33.85|EA 507.75 Traditional 40401D Bp Cuff Mrx L. Ad Reusable 15 |EA 46.54 |EA 698.10 Traditional 861440-A01 Heartstart Telemedicine System 1 EA 2111.86 |EA 2111.86 Classic 12-Lead Edition TRADE-IN (15) Lp12:121d,Nbp,Co2,Pace -1|EA 9750.00 |EA -9750.00 Must Have All Cables/Sensors Must Operate And Have Battery I Merchandise Misc Tax Freight Total 353090.41 00 00 00 353090.41 PHILIPS MEDICAL CAPITAL Invoice #10098671-ARC 1111 OLD EAGLE SCHOOL RD. revised WAYNE, PA 19087 CUSTOMER Name Okaloosa County Date 1/13/12016 Qty Description Unit Price TOTAL 1 Advance Rental for Schedule 01 (sales tax exempt) $8,504.97 $8,504.97 The remit to address below is for this payment only. You will have a different remittance address once the lease commences. Total Due| $ 8,504.97 REMIT TO: ATTN: Susan DelPizzo-Cope PHILIPS MEDICAL CAPITAL, LLC 1111 OLD EAGLE SCHOOL RD. WAYNE, PA 19087