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stryker
<br /> State and Local Government Customer Rider
<br /> This State and Local Government Customer Rider(the"Rider")is an addition to and hereby made a part of Short Form Lease Agreement No.2210241213(the
<br /> "Agreement") between Flex Financial, a division of Stryker Sales, LLC ("Owner") and CITY OF DECATUR ("Customer")to be executed simultaneously
<br /> herewith and to which this Rider is attached.Capitalized terms used but not defined in this Rider shall have the respective meanings provided in the
<br /> Agreement.Owner and Customer agree as follows:
<br /> 1. Customer represents and warrants to Owner that as of the date of, and throughout the Term of,the Agreement: (a)Customer is a political subdivision of the
<br /> state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Customer has
<br /> complied,and will comply,fully with all applicable laws, rules,ordinances, and regulations governing open meetings,public bidding and appropriations required in
<br /> connection with the Agreement, the performance of its obligations under the Agreement and the acquisition and use of the Equipment; (c)The person(s)signing
<br /> the Agreement and any other documents required to be delivered in connection with the Agreement(collectively,the"Documents")have the authority to do so,are
<br /> acting with the full authorization of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) The
<br /> Documents are and will remain valid,legal and binding agreements, and are and will remain enforceable against Customer in accordance with their terms;and(e)
<br /> The Equipment is essential to the immediate performance of a governmental or proprietary function by Customer within the scope of its authority and will be used
<br /> during the Term of the Agreement only by Customer and only to perform such function. Customer further represents and warrants to Owner that, as of the date
<br /> each item of Equipment becomes subject to the Agreement and any applicable schedule,it has funds available to pay all Agreement payments payable thereunder
<br /> until the end of Customer's then current fiscal year, and, in this regard and upon Owner's request, Customer shall deliver in a form acceptable to Owner a
<br /> resolution enacted by Customer's governing body, authorizing the appropriation of funds for the payment of Customer's obligations under the Agreement during
<br /> Customer's then current fiscal year.
<br /> 2. To the extent permitted by applicable law, Customer agrees to take all necessary and timely action during the Agreement Term to obtain and maintain funds
<br /> appropriations sufficient to satisfy its payment obligations under the Agreement (the "Obligations"), including, without limitation, providing for the Obligations in
<br /> each budget submitted to obtain applicable appropriations,causing approval of such budget,and exhausting all available reviews and appeals if an appropriation
<br /> sufficient to satisfy the Obligations is not made.
<br /> 3. Notwithstanding anything to the contrary provided in the Agreement, if Customer does not appropriate funds sufficient to make all payments due during any
<br /> fiscal year under the Agreement and Customer does not otherwise have funds available to lawfully pay the Agreement payments (a"Non-Appropriation Event"),
<br /> and provided Customer is not in default of any of Customer's obligations under such Agreement as of the effective date of such termination, Customer may
<br /> terminate such Agreement effective as of the end of Customer's last funded fiscal year("Termination Date")without liability for future monthly charges or the early
<br /> termination charge under such Agreement,if any,by giving at least 60 days'prior written notice of termination("Termination Notice")to Owner.
<br /> 4. If Customer terminates the Agreement prior to the expiration of the end of the Agreement's initial (primary)term, or any extension or renewal thereof, as
<br /> permitted under Section 3 above, Customer shall (i)on or before the Termination Date, at its expense, pack and insure the related Equipment and send it freight
<br /> prepaid to a location designated by Owner in the contiguous 48 states of the United States and all Equipment upon its return to Owner shall be in the same
<br /> condition and appearance as when delivered to Customer, excepting only reasonable wear and tear from proper use and all such Equipment shall be eligible for
<br /> manufacturer's maintenance,(ii)provide in the Termination Notice a certification of a responsible official that a Non-Appropriation Event has occurred,(iii)deliver to
<br /> Owner, upon request by Owner,an opinion of Customer's counsel(addressed to Owner)verifying that the Non-Appropriation Event as set forth in the Termination
<br /> Notice has occurred,and(iv)pay Owner all sums payable to Owner under the Agreement up to and including the Termination Date.
<br /> 5. Any provisions in this Rider that are in conflict with any applicable statute, law or rule shall be deemed omitted, modified or altered to the extent required to
<br /> conform thereto,but the remaining provisions hereof shall remain enforceable as written.
<br /> Customer signature Accepted by Flex Financial,a division of Stryker Sales,LLC
<br /> Signature: Date: Signature: Date:
<br /> Print name: Print name:
<br /> Title: Title:
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