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ARTiCLE I or arry other document,agreeme�t or cerMicate which is used or contemplated for use in the con-
<br /> Section 1.Dt. Defini�am. The foliowinq terms wili have the meanings indicated helaw summation of the transactio�contemplated by this Agreement or materiaiy adversey af(ect the
<br /> unless the context clearly requires otlien+rise: financial condition or properties of Lessee.
<br /> "Agreement"mea�ihis Equipment Lease Purchase Agreement and any other schedule, (j)All authorizations,consents and approvals of governmental bodies or agencies required in
<br /> exhibit ar escrow agreemem made a part hereof by the parties hereto,together with airy amend- connecHon with the execudon and delivery by the Lessee of this Agreement or in connection witl�
<br /> meais to the Agreement the carrying out 6y ihe Lessee of its obligations hereunder have been obtained.
<br /> "Cade"mea�the Intemal Revenue Code of 1986,as amended. (k)The entering into and performance o(this Agreement or any otherdocument or agreement
<br /> "Commencemeni Dale"is the date when ihe term of ihis Agreement and Lessee's obiiga- contemplated here6y to which the Lessee is or is to be a party will not violate any iudgment,order,
<br /> tion to pay rent commence,which date shall be the eariier of(i)ihe date on which the law or regulation appiicable to the Lessee or resuft in any breach of,or constitute a defauft u�der,
<br /> Equipment is accepted by Lessee in the manner described'm Section 5.01,or(ii)the date on or resuft in the creauon of any fien,charge,securiry interest of other encumbrance on any assets
<br /> which sufficient moneys to purchase the Equipment are deposited by Lessar tor that purpose of the Lessee or the Equipment pursuant to any indenture,mortgage,deed oi hust,6ank ban or
<br /> witli an escrow agent. credit�reemeot or ottier inshument to which the Lessee is a parry or by which it or its assets
<br /> "EquipmeM"means ihe property descri6ed on ihe Iront of this Agreement,and all replaee- may be bound,except as herein provided.
<br /> ments,subsAtutions,repairs,restora6ons,mod'rfiptions,attachmeats,accessions,additions and (I)The Equipment described in this Agreement is essential to the function of the Lessee or to
<br /> improvements thereof or thereto. the service Lessee provides to its citizens. The Lessee has an immediate need for,and expecis to
<br /> "EveM of Detauft"mea�an Event oi Default described in Section 12.01. make immediate use of,subshantially all ihe Equipment,which need is not temporary or expected
<br /> "fssuairce Year"a the c�endar year in which the Commencement Oate occurs. to diminish in the foreseeable tuture.The Equipment wiil be used by Lessee ony for the purpase
<br /> "leasa Term"means the Original Term and ali Renewal Terms,but endir�g o�tha occurrence of performing one or more of Lessee's govemmenhai or proprietary functions consistent with the
<br /> o(the earliest evem specified in Seation 3A2. permiss�ble scope of Lessee's authariry and wili not be used in the Uade or business of any other
<br /> "Lessee"means the entity described as such on the front oi this pgreement,its suc- entity or person.
<br /> cessors and its assigns. (m)Lessee will compty with all applicable provisians of the Code,including without limiiatian
<br /> "Lrssor"means the entity descri6ed as such on the frorrt of this Agreemerrt,its successors and Sec6or�s 103 and 148 thereof,and tl�applicable regulatio�of the Treasury Department ro main-
<br /> its assgns. tain the exclusion of the interest components of Rental Payments from gross income for purpos-
<br /> "Maxi�m leaae Term"means the Original Temi and alf Renewal Terms through the Renewal es of federal income taxation.
<br /> Term including tlie last Remal Payment date set forth on the Payment Schedule. (n)Lessee h�never failed to appropriafe or olherwise make available funds sufficient to pay
<br /> "Net Proeeeds"means tl�e amount remaimng from the gross proceeds of arry insuraixe claim rental or other payments coming due under any lease purchase,inslaflment sale or other similar
<br /> or comkrnr�on axard after deductirg atl expenses(including attomeys'fees)incuRed in ihe col- agreement.
<br /> lection of such cfaim or a�vard. Section 2.02. CeAifiptian as to Arbitrage. Lessee hereby represents as foAoars:
<br /> "Origirel Term"means the period from tlie CommencemeM Date until the end af the fiscal year (a)The estimated tofal costs of the Equipment will not be less ihan the total principal portion
<br /> of Lessee in effect at the Canmencement Da�e, of the Rent�PaymerNs.
<br /> "PaymeM Sd�edule"means the schedule of Rental Payments antl Purchase Price set torth on (6)The Equipment has been ordered or is expected ro be ordered within six months of the
<br /> Exhibit A Commencement Date,and the Equipmeni is expected to be delivered and installed,and the Vendor
<br /> "Porchase Price"means the amount set iorth on Ihe Payment Schedule as the Purchase fully paid,within one year of tlre Commencement Date.
<br /> Price for ihe Equipmenl (c)Lessee has not created or eshablished,and dces not expect to create or establish,any sink-
<br /> "Renewal7erms"means ttu optional renewal terms ot this Agreement,each having a dura- ing fund or other similar fund(i)that is reasonabty expected to be used to pay the Rental
<br /> tion of one year and a term co-extensive with Lessee's fiscal year. Payments,or(ii)Mat may be used soleiy to prevent a default in lhe payment of the Rental
<br /> "Renh�l ParmeM Period"mear�s the period beginning on the day a Rental Payment is due Payments.
<br /> and ending the day before die nexl Rental Payment is due, The first Rental Payment Period shall (d)The Equipment has not been and is not expected to be sold or otherwise disposed of by
<br /> begin on the Comme�cemeM Date in alf cases. H Rental Paymenl Periods are monthty,subse- Lessee,either in whole or in major part,prior to ihe last maturity of the Renhal Payments.
<br /> quem Rental Payment Periods shall begin on the sarne day of each month after the (e)To the 6est of our knowledge,infarmaiion and belief,the above expectations are reasonable.
<br /> Commencement Date. If Rental Payment Periods are quartery,subsequeM Rental Payment
<br /> Periods shall begin on the same day ot each third manth aiter the Commencement Date. If Rental
<br /> Payment Periods are semiannu�al,suhsequem Renfal Payment Periods shall 6egin on the same ARTIGLE 111
<br /> day of eaCh sncth moMh after the CommenCement Oate. If Rental Payment Periods are annual, Sedion 3.01. Lease of EqufpmenL Lessor hereby demises,leases and lets the Equipment to
<br /> subsequent Rental Payment Periods shall begin on the anniversary of the Commencement Date Lessee,and Lessee renis,teases and hires the Equipment from Lessor,in accordance with the pro-
<br /> in each yeac If the Commencement Date is the 29th,30th,or 31 st day of a month,any subse- visions of ihis Agreement,ior the Lease Term.The Original Term of this Agreement shaall commence
<br /> quent Rental Payment Period that woukl otherwise begin on the 29th,30th or 31 st of a month that on the Commwicement Date and shall terminate on the last day of Lessee's current fiscal year.The
<br /> does not include such a date shall begin on the last day of the month. Lease Term may be continued at tlie end of tlre Original Term or arry Renewal Term for an ad�tion-
<br /> "He�l Payments" means the basic rental payments payable by Lessee pursuani to al Renewal Term up to the Manimum Lease Te�m;provided,however,that at the end of the 6riginal
<br /> SecGon 4.01. Term and at the end of exh Renerral Term until the Maximum Lease Term has been completed,
<br /> "State"means tl�slate in which Lessee s located. Lessee shall 6e deemed to have con6nued ihis Agreement for tAe next Renewal Term unless Lessee
<br /> "Yendar"means the manufacturer of the Equipment as well as the agents or dealers of the sha6 have tertninated this Aqreement pursuant to SecUon 3.04 or Section 10.01.The terms and con-
<br /> manufacturer hom whom Lessor purchased or is purchasing the Equipment,as listed on the hont d'Rior�s during arry Renewal Term shaA be the same as the terms artd condi6ons during the Origircal
<br /> of this AgreemeM. Term,except tliat tlie Renql PaymenLs shaA be as provided in the Payment Schedule.
<br /> Sectlon 3.02. Ternd�Uon ot Lease Term. The Lease 7erm shall terminate upon the earli-
<br /> est of arry of the foAowing evenls:
<br /> AR7ICLE II (a)the expiration of the Original Term or arry Renewal Term and the nonrenewal of this
<br /> Sedion 2.Oi.RepreseMatlais and CovemaMs of Lessee.Lessee represents,warrants and Agreement in the event of nonappropriation of funds pursuant to Section 3.04;
<br /> covenards for the benefit of lessor as FoAows: (6)the exercise by Lessee of the option to purchase the Equipment under Arlicfe X and pay-
<br /> (a)Lessee"s a mun�ipal coryora6on and political subdivisian duly organ¢ed and exis6ng merrt of the Purchase Price and all amounts payable in connecGon therewith;
<br /> under the consMutlon and taws of the State. Lessee will do or cause to be done all things to pre- (c)a defauR by Lessee and Lessors election to terminate this Agreement under Artick XII:or
<br /> serve and keep in fuq force and eflect its existence as a body corporate and pol'fic. Lessee is a (d)the payment hy Lessee of aA Rental Payments authorized or required to he paid by Lessee
<br /> paliticat subdivision of the State within the meaning of S�tion 103(a)of the Code or a constitut- hereunder durir�g the Ma�6mum Lease Term.
<br /> ed authorily author¢ed to iss�obligatiais on behalf of a state or locaf governmental unit wiNin Sedion 3.03. CoMinuatlon at Lease Term. Lessee curre�Uy intends,subject to Section
<br /> the meaning of tlie regulations promulgated pursuant to�id Section of the Code. 3.04,to coMinue the Lease Term ihrough the Original Term and all of the Renewal Terms and to
<br /> (b)Lessee is wtlior¢ed ur�derthe consti4Aion and laws of the State to enter into ihis Agreement pay the Rental Paymems hereundec Lessee reasonahly believes that legapy available tunds in an
<br /> arxi the trar�ction conaemplated hereby and to perfwm ap of ils oWigations he�eunder. amount su(f'�cier�to make aA Rental Payments durinq the Original Term and each of the Renewal
<br /> (c)Le�ee t�as been d�dy aulhorized to rxecute and deliver this Agreement by proper action and Terms can be obqined.The responsible financial o�cer ot Lessee shall do all things IawfulN with-
<br /> approval oF ils goveming body at a meeting duy called,regularly convened and attended through- in his or her power to obtain and maintain funds irom which the Rental Payments may be made,
<br /> out by a requisAe majority of the rt�rt�ers thereot or hy other appropriate official approval. including making provision for such Rental Payments to the extent necessazy in each proposed
<br /> (d)This Agreement cpnstitutes the legal,valid and binding obligation of ffie Lessee enforce- annuaf budget subm'dted tor approval in accordance with applicable procedures of Lessee and to
<br /> able in accordance with its terms,except to the extent limited by applicable bankruptcy,insolven- exhaust all available reviews and appeals in the event such portion of the 6udget is not approved.
<br /> cy,reorganization or other laws affecting creditors'rights generally. Notwithstanding the foregoing,the decision whether or not to budget or appropriate funds or to
<br /> (e)No everrt or cond'Aion that constitutes,or wilh the giving of no6ce or the lapse of lime or extend this Agreement for arry Renewal Term is solely within the discretion of the then current gov-
<br /> both would co�titute,an Event of DefauR exists at the CommencemeM Date. erning body of Lessee.
<br /> (f)Lessee has,in accordance with the requiremems ot law,fully budgeted and appropriated SeeUon 3.04.NonappropriaUon. Lessee is obGgated only to pay such Rental Payments
<br /> sufficient iunds for the current fiscal year to make the Renkl Paymenls scheduled to come due under this Agreement as may lawfully be made from fands budgeted and appropriated for that
<br /> during the Original Tertn and to meei its other obligations for the Original Term,and such funds purpose during Lessea's then current fiscal year. In the event sulficient funds shall not be appro-
<br /> have not been expended fw oiher purposes. priated ar are not otherwise legally available to pay the Rental Payments required to be paid in the
<br /> (g)Lessee wiA do or cause to be done all things necessary to preserve and keep in full tor�e next occurring Renewal Term,as set torth in the Payment Schedule,this Agreement shall be
<br /> and effect its existence as a hody corporate and polide. deemed to be terminated at the end of the then current Original Term or Renewal Term. Lessee
<br /> (h)Lessee has complied witli such pubtic bidding requirements as may be applicahle to this agrees to delmer vttitten notice to Lessor ol such termination at least 90 days prior to the end of
<br /> Agreement and the acquisition by Lessee of the Equipment hereunder, the then curtent Original Term or Renewal Term,but failure to give such notice shall not extend
<br /> ()7tiere is no ac6on,suit,proceeding,inquiry ar investigation,at law or in equity,before or the Lease Term beyond such Original Term or Renewal Term. (f this Agreement is terminated in
<br /> by arry court,public board or body,per�ding or threatened against or aifecting the Lessee,nor to accordance with dris Section,Lessee agrees,at Lessee's cost and expense,to peaceably deliver
<br /> the best Imowledge of the Lessee is the�e any hasis the�efor,v�herein an uniavorable decision,NI- the Equipment to Lessor at the location or locaeons specflied by Lessor.
<br /> ing or finding wo�ld materialy adversely atfect the hansac6ons contemplated by this Agreement
<br /> Pa;e 2 af 4
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