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LEASE PURCHASE AGREEMENT ("this Lease") entered into as tiff the .-
<br />Befogs Crodit, Inc, ("Lessor") and -- day of
<br />a m+lenfc#pal corPoraflon sir political Subdivision of tit® State 0,
<br />1 • TER1A$ A PAYE MWO . L89wr s to Lessee, and Lessee leases flow
<br />Lessor, the eq ' descgbed kl Orae Or -tette Exhaitvts,
<br />a fart of thiel. The term -Equipment,, as uattachedto and made
<br />comecoyisfy io the me de herein shall refer
<br />eq t4 ._„�t1#�d In sI! Exhi�is'ati�ftratt to this Lease.
<br />Lessee agrees to pay Lease Payn„g, — in -dean cs on the dst$s ;how;, on
<br />various Exhibits which may be tttrachaed to from Lease and executed
<br />Lessor
<br />,� a ��and Lowe i Of �m time t L $* iia a went y -shamed 1D as "P payment
<br />o Schedule..),b
<br />8 Portion tar pvx to s shown ant ftPa tN interest and
<br />palyrtterd of prirtcipat as shown on the Payment Schedule,
<br />2. PROPERTY TAXES, LICERSE FEES, ETC. - In addition to the Lease
<br />s To be made pursuant to Seclion 1, Lessee agrees to pay, and to
<br />W hold Leser #carr 1r -m a" iiconse, sales, use. personal
<br />O#W taxes. pOtaities, fines. interest or Charges of pro -
<br />or y
<br />assessed Or arty kind that may
<br />aged against the Equipment ar use thereof,
<br />3. LLESM-gg COYtzNATg Mi RIEP�gEN'TATIONS - Lessee representswwrand
<br />rarities bei- for the benefit of Lessor (ail such representation and war -
<br />date hereat, in kxr r� , and is detirerfng an opinion of Its counsel dated the
<br />etAxilance S SiaCtol)r to Lessor,
<br />thal Lessee
<br />has the authority to enter into this Lease and make the fol o j represents
<br />tions and warranties:
<br />3-1 t>o0 is a Pubic body corporate and politic, or a Political subdivision
<br />thereof, y existing under the laws of The State of cA -
<br />3.2 This Lease has been duty authotited, executed and de�vyrtad by lessee;
<br />3.3 Taus L is a tayal, AW ,u>d birching obligation of Lessee, eNorce"
<br />in accordance with its terms.
<br />Lessee further represent; and warrants as Vows:
<br />3.4 Lessee wilt do elf third lawfully within its power to obtain and maintain
<br />funds from which the Lame Payments may be made, including making g
<br />Provision for such Payments to the extent necessary in each biannual
<br />Its Guonsar budget su ��ed for the purpose of obtaining funding, using
<br />itis best efforts to have such portion of the budget approved
<br />and exhautginp all available reviews and appeals in the event such por-
<br />tion of the txxfget is net approved. To the knowledb9 of Lessee there
<br />are no circumstances affecting the Lessee that cout,j res
<br />coifed to after its ioreseeaL* need for the Equipment Y adversely its abif Or wills q Atte p � adversely s
<br />gY Ramose to budget funds for the payment of sums
<br />due hereunder.
<br />3.5 Therm are no actions, laws4ts or proceedings pending or. to the
<br />fledge of Lessee, threatened ago" of affacting Lessee in any court
<br />or before any l comiromon. hoard or author�"iy which, deter_
<br />mimed ad,,erxiy against Lessee, would have a material adverse effect 7.
<br />on the ability of Lessee to perform its obligation under this Lease.
<br />3.6 Lessee does not hays budgeted In its current fiscal period sufficient funds
<br />to purchase the Equipment for casts.
<br />37 This Lease wan not constkute a ., vats activity bond" within the mean-
<br />ing of Section 141 of the Inie>'rnai Reverwe Code in that Lessee wig not
<br />sublease the Equipment. nor will Lessee enter into any management,
<br />Output, Of similar types of contracts where mote than 10 percent of the
<br />proceeds d the lease -purchase agreement wilt be used for one or more
<br />Private business uses of where the payment of the principal of, or in-
<br />lefest on, more than 10 percent of the proceeds of this Lease will be
<br />made, either directly or indirectly, by Payments. Property, or monies bor-
<br />rowed by pnvale txainim users. (The term "private business use". means
<br />any direct Of Indirect use in a tirade or business carried on by an individual
<br />Of qttyy other than a state or focal governmental unit. including use by
<br />the Fe'cral Government or any agenc thereof. A special exemption is
<br />provided for "exempt facility bonds ' and so 1(c) (3) [tax-exempt Organize -
<br />lion) bonds"-)
<br />38 This Lease avid be used for governmental or 501(;,) (3) purposes and,
<br />haus, will not constitute an investment. This Lease was not created for
<br />the purpose of arbxrage. Nevertheless sl, XM a "Certificate of Arbitrage"
<br />be required, Ihj Section is deemed to be such a Certificate, executed
<br />and delivered in accordance with the provisions of Section 1.103.13.
<br />1,103-t# and 1.103-15 of the irnome Tax Regulations. And by the
<br />signature of the Lessee below. the Lessee certifies that the lessee has 7
<br />not been notified by the internal Revenue Service of any listing or pro-
<br />posed listing of the Lessee as an issuer whose arbitrage certificate may
<br />not be relied upon.
<br />3.9 Lessee ;him report this Lease to the Internal Revenue Service by filing
<br />form SW8-G or W38 -GC, whiGftever is appropriate. Lessee understands
<br />that taiktre to do 50 will Cause the Lease to lose its tax exempt status. 7.
<br />Therefore, Lescee agrees that d 4 faits to file the appropriate form, the
<br />interest rate set forth in the Payment Schedule will be adjusted to an
<br />equivalent taxable interest rate.
<br />?833
<br />P.►�rusry • 19
<br />betwean
<br />("Lessee").
<br />#. "ON—APPROPRIATION OF FUNDS
<br />4,1 for Loa" In the event funds are not budgeted and appropriated in any fisc al year
<br />PBymEr'iS duetinder this Lassa for U`Ia� then current or suc-
<br />n9 fiscal yew. this Lease sham impose no obtrgation on the Lee
<br />RS to such current or $Wcaed ngi fiscal year ertd shag became rat s and
<br />void ecce as to the Lease Paymisnts herein agreed upon for Which
<br />funds shad have been appropriated erg ng
<br />tion Ot budgeted, and no right of at:-
<br />shag accnre to the benefit of Lessor, its
<br />assigns, for any further Payments SUCcessO►e or
<br />4.2 if the provisions Of Section 4.1 are utilized by Lessee, Leasee agr�
<br />to immediately ratify the Lessor d tars assignee of this tease d funds
<br />ars ret budgeted end oQriated. to Peaceablyon
<br />see � refit s to Lessor or its surrender purchase
<br />and it will rad
<br />est+ Bent performing functions similar to those perform
<br />ed Equipment
<br />ip ment lot a period of ninety (W) days from the date tx
<br />Of the Equipment.
<br />S. EARLY TERMINATION 1 PREPAYMENT. in the event Lasses
<br />to lerm we this Lease in its entirety or for any �lotad desire
<br />in any Exhibit attached hereto, or Prel,ay #ts obbPle of egt►lptt>sa described
<br />dua date prior to the end of the t gation on any Lease Payment
<br />Of ease Tenn, for reasons other than
<br />priation o funds as described 1n Section 4, the fo fowinq ap6,,, arer+�e:
<br />5.1 Lessee y est Lessorto sell the Equipment for a fair market price,
<br />pay Lessor the Termination Value shown on the pay-' Schedule fess the ,ref Proceeds received from the safe of the
<br />Equipment.
<br />5.2 Lessee. having complied with the terms and conditions; of this Lease
<br />shalt have the option to prepay its obligation by paying the Termination
<br />Value shown on the Payment Schedule.
<br />NEW EQUIPMENT WARRANTY - Lessee ac
<br />the Et}uiPmer�t oras selected b Lwledges and a tees {e) that
<br />is suitable for its y essee. (b) that Losses is satisfied that the same
<br />dealer in pn�r as Pof such land; andufpose; (c) that Lessor is not a manufacturer thermal nor a
<br />DOES Nt3HAS NOT MADE, AND
<br />T rfEi#EBY MAKE ANY REPRESENTa) THAT TAATTIION OR wARRANTY OR
<br />COVENANT
<br />OUALfN, DESCRIPTION. DURABILiTY, t AS LITY OFANY SUCH UN
<br />IT
<br />IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES AND
<br />USES OF LESSEE. Lessor hereby assigns to Lessee. to the extent assignable,
<br />any warranties, covenants, and representations of the vendor with respect to
<br />the Equipment, provided that any action taken by Lessee by reason thereof
<br />,batt be at the sole expense d the Lessee and shed be consistent with Lessee's
<br />,,,,,,be pursuant to the terms of this Agreement.
<br />DEFAULT g LESSOR'S REMEDIES
<br />7.1 The Occurrence of one or more Of the following events shall constitute
<br />an Evert of Default, whether occurring voluntarily. by operation of law
<br />or pursuant to any order o1 any court or governmental agency.
<br />T t .1 Failure by Lessee to pay any Lease Payment within thirty (30) days of
<br />the time specified;
<br />7.1.2 Lessee's taihxe to comply will, any other covenant. c�qn or agret+menE
<br />of Lessee hereunder for a period of thirty (30) days after notice Met";
<br />7.1.3 Lessee shat! make, permit or suffer any unaultvrized assignment, transfer
<br />or other dispdsifion of this Lease, or any interest herein or Df anyttem(s)
<br />Of the Equipment or interest therein;
<br />7.1.4 Any other event, the occurrence of which causes Lessor to deem itself
<br />insecure.
<br />7.2 Upon the occurrence of any Event of Default specified herein, Lessor
<br />may exercise any of all of the following remedies:
<br />7.2.1 Enforce this Lease by appropriate action to collect amounts due or to
<br />become due hereunder. by acceleration or otherwise.
<br />7.2.2 Terminate this Agreement and repossess the Equipment, in which everil
<br />Lessee sham be Mable for any amounts Payable hereunder through the
<br />date of such termination and all costs and expenses (including, but not
<br />limited to reasonable attorneys' fees) incurred by Lessor In connection
<br />therewith.
<br />.2.3 Sell the Equipment at public or private sale. In the event the proceeds of such
<br />sale. lass the costs of repossession (nduding reasonable attorneys' fees and
<br />be casts d sale) and less any past due tease Payments or interest owing
<br />y Lessee (the .,disposition credit" ), do not equal the applicable Termina-
<br />tion Value on the cuneru Lease Payment date, then Lessee shall be liable
<br />for the a fdference between said dxeposibort credit and such Termirtebon Vague.
<br />2.4 Pursue and exercise any other remedy available of law or in equity, in which
<br />evert Leasee risco be liable for any and all costs and ex
<br />tit rad limited to reasonable aliofrleys' fees) incurred by Lessor In ccoonnnec-c-
<br />tirnn fha _.,;fh
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