Resolution No 19-2019 - 2019 Vehicle and Equipment Lease Financing

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Proposal Expiration: Lease Rates and Lease Payments quoted in this Proposal are based on KeyCorp's Cost of Funds as of May 17, 2019. The rate quoted is valid until June 23, 2019, provided that the City notifies KGF of their intent to award this bid to KGF no later than May 24, 2019. If Lease Closing occurs after June 23, 2019, the rate quoted and shall be subject to adjustment three (3) days prior to closing based on any movement in KeyCorp's Cost of Funds. Prepayment The facility may be prepaid in whole, but not in part, prior to the Maturity Date, without penalty. Other Terms And Conditions Net Lease: The Lease will be a triple net lease in that the Lessee will be responsible for (a) sales, transfer, use and property taxes, and any other taxes, assessments, levies, fees and charges of any governmental authority imposed against the Property or the Lease, with the exception of Federal and state taxes on the net income of the Lessor and other taxes, (b) maintenance and repair of the Property, (c) loss, damage or casualty to the Property as described below, (d) insurance as described below, (e) removal of all liens (other than permitted liens) against the Property, and (f) and all costs, fees, charges and expenses related to any of the foregoing or otherwise relating to the installation, use, possession, operation, maintenance, repair and return of the Property. Use, Maintenance and Repair of the Property: Lessee will, at its expense, maintain the Property in the same condition as on the commencement of the Base Lease Term, subject only to normal wear and tear, and will use the Property in compliance with all applicable laws. Insurance: Lessee will insure the Property against risks of loss and destruction, physical damage, including all-risk insurance, third party liability and environmental risks, and other customary risks. Lessor shall be named as additional insured's on all liability policies and Lessor will be named as loss payee, on all casualty policies. Documentation and Closin Lease and Related Documentation: All documents relating to the Facility shall be attorney prepared and in a form and substance acceptable to the Lender and its legal counsel, including legal opinions customary for transactions of this nature and an opinion of Borrowers counsel confirming that the documents to which the Borrower is a party (a) have been duly authorized by all requisite corporate action on the part of the Borrower, and have been duly executed and delivered by Borrower, and (b) constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms. Transaction Costs: None Proposal Expiration Date: May 24, 2019. Confidentiality: This summary of terms and conditions is provided to Lessee with the understanding that neither it nor its substance shall be disclosed to any third party, other than those in a confidential relationship with Lessee such as legal counsel or accountants who shall be bound by confidentiality or where disclosure is required by law. Comments: Alternative Lease Structures are available. ITITITITITITITITITmmmmITITITITIT Key Government FinancePage 2 Confidential