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Payment Plan Agreement, Dated December 19 2019
<br />Accepted by, Seller: Agreed, to by Purchaser:
<br />Key Government Finance, Inc. ("Seller") City of South Bend ("Purchaser")
<br />1000 South McCaslin Blvd, 227 W. Jefferson Blvd. Room 1200 N
<br />Superior, CO 60027 South Bend, Indiana 46601
<br />B B
<br />Name: Name:
<br />Title: Title:
<br />The above named representative of Purchaser held at the time of
<br />authorization of this Payment Plan Agreement by the governing body
<br />of Purchaser and holds at the present time the office set forth above,
<br />has been duly authorized to sign this Payment Plan Agreement, and
<br />the si na u e set forth above is his or her true s%rrature
<br />Attest B .........
<br />Name:
<br />Title:
<br />AGREEMENT: Purchaser has entered into that certain Network Solutions, Inc. Quote # 075460 Version 3, dated 11/25/2019 (the "Services Contract"),
<br />with Network Solutions, Inc. (the "Vendor") for certain services set forth therein (the "Services") to be provided by Cisco Systems, Inc. ("Cisco") and said
<br />Services Contract provides a fixed pricing for multiple years of such Services should the Purchaser pay or cause to be paid to Cisco for multiple years of
<br />Services at the start of the Services Contract (the "Multi -Year Service Payment"). Seller agrees to assist Purchaser by making the Multi -Year Service
<br />Payment in return for Purchaser's entering into this Payment Plan Agreement, upon the terms and conditions set forth herein and as supplemented by the
<br />terms and conditions set forth in the Schedule, This Payment Plan Agreement together with the Schedule shall be defined as the Agreement. THE
<br />AGREEMENT MERGES ALL PRIOR UNDERSTANDINGS AND CONSTITUTES THE FINAL AND COMPLETE AGREEMENT between Seller and
<br />Purchaser for the services. Documentation (e.g., orders and invoices) between or among Purchaser and any services vendor, dealer, distributor or
<br />manufacturer does not apply to the Agreement or to Seller,
<br />TERM: The Term of this Agreement shall begin on the commencement date set forth in the Schedule to this Payment Plan Agreement and shall terminate
<br />upon payment of the final Installment Payment set forth in the Schedule, unless terminated sooner pursuant to this Agreement of the Schedule.
<br />INSTALLMENT PAYMENTS: Purchaser shall promptly pay Installment Payments in the amounts, and on the dates specified, in the Schedule.
<br />NO OFFSET: SUBJECT TO THE PARAGRAPH ENTITLED "NONAPPROPRIATION" HEREIN, THE OBLIGATIONS OF CUSTOMER TO PAY THE
<br />INSTALLMENT PAYMENTS DUE UNDER THE SCHEDULE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS
<br />CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION,
<br />DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR
<br />INFIRMITIES IN THE PROPERTY FOR WHICH THE SERVICES ARE BEING PROVIDED OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
<br />CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT PURCHASER'S RIGHTS OR ACTIONS AGAINST CISCO OR THE VENDOR. Purchaser shall
<br />pay when due all taxes and governmental charges assessed or levied against or with respect to the Services.
<br />LATE CHARGES: Should Purchaser fail to duly pay any part of any Installment Payment or other sum to be paid to Seller under this Agreement on the
<br />date on which such amount is due hereunder, then Purchaser shall pay late charges on such delinquent payment from the due date thereof until paid at
<br />the rate of 12% per annum or the highest rate permitted by law, whichever is less,.
<br />INSURANCE FOR PROPERTY RELATED TO SERVICES: At all times during the Term, Purchaser shall, at Purchaser's own cost and expense, cause
<br />casualty and property damage insurance to be carried and maintained (or shall provide Seller with a certificate stating that adequate self-insurance has
<br />been provided) with respect to the property for which the Services are being provided (the "Maintained Property"), sufficient to protect the full replacement
<br />value of such Maintained Property. Purchaser shall furnish to Seller certificates evidencing such coverage throughout the Term.
<br />TAXES: (a) To the extent applicable, Purchaser shall timely pay all assessments, license fees, taxes (including sales, use, excise, personal
<br />property, ad valorem, stamp, documentary and other taxes) and all other governmental charges, fees, fines, or penalties whatsoever, whether
<br />payable by Seller or Purchaser, on or relating to the Installment Payments or Services, or the use, ownership or operation thereof, and on or
<br />relating to this Agreement; excluding, however, Seller's net income taxes. Applicable sales and use taxes shall be paid with the Installment
<br />Payments unless Purchaser provides evidence of direct payment authority or an exemption certificate valid in the state where the Services are
<br />provided.
<br />(b) Purchaser agrees that it will not list or report any Services for property tax purposes unless otherwise directed in writing by Seller. Upon
<br />receipt of any property tax bill pertaining to the Services from the appropriate taxing authority, Seller will pay such tax and invoice Purchaser
<br />for the expense. Purchaser will reimburse Seller for such expense on the next Installment Payment date. Purchaser shall be responsible for
<br />claiming or obtaining any exemption from property taxes to which Purchaser may be entitled under applicable law, and for informing Seller of
<br />any such exemption.
<br />REPRESENTATIONS AND WARRANTIES OF PURCHASER: Purchaser hereby represents and warrants to Seller that: (a) Purchaser is a State,
<br />possession of the United States, the District of Columbia, or political subdivision thereof as defined in Section 103 of the Internal Revenue Code of 1986,
<br />as amended (the "Code") and Treasury Regulations and Rulings related thereto. If Purchaser is incorporated, it is duly organized and existing under the
<br />Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and
<br />existence in full force and effect. (b) Purchaser has been duly authorized by the Constitution and laws of the applicable jurisdiction and, if required, by its
<br />governing body pursuant to a resolution (which resolution, if requested by Seller, is attached hereto), to execute and deliver the Services Contract and this
<br />Agreement and to carry out its obligations thereunder and hereunder. (c) All legal requirements have been met, and procedures have been followed,
<br />Taxable PPA-Appropriation Page 2 of 8
<br />Lease No, 1800128565 dated December 19, 2019
<br />KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper
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