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including public bidding, in order to ensure the enforceability of the Services Contract and this Agreement. (d) The Maintained Property and the Services
<br />will be used by Purchaser only for essential governmental or proprietary functions of Purchaser consistent with the scope of Purchaser's authority and will
<br />not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use. Purchaser's need for
<br />the Services is not expected to diminish during the term of the Agreement. (e) Purchaser has funds available to pay Installment Payments until the end of
<br />its current appropriation period, and intends to request funds in accordance with applicable provisions of law to make Installment Payments in each
<br />appropriation period, from now until the end of the term of this Agreement„ (f) The Purchaser has never defaulted, failed to pay or non -appropriated on a
<br />lease, loan or bond. (g) The Purchaser shall comply at all times with all applicable requirements of the Code. The Purchaser shall maintain a system with
<br />respect to this Agreement, which tracks the name, and ownership interest of each assignee who has both the responsibility for administration of, and
<br />ownership interest in this Agreement. (h) Purchaser's exact legal name is as set forth on the first page of this Agreement. Purchaser will not change its
<br />legal name in any respect without giving thirty (30) days prior written notice to Seller. (i) As of the date hereof, no litigation is pending (or, to Purchaser's
<br />knowledge, threatened) against Purchaser in any court (1) seeking to restrain or enjoin the delivery of the Agreement or of other agreements similar to the
<br />Agreement; (2) questioning the authority of Purchaser to execute the Agreement, or the validity of the Agreement, or the payment of principal of or interest
<br />on, the Agreement; (3) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (4)
<br />affecting the provisions made for the payment of or security for the Agreement. Q) No event or condition that constitutes, or with the giving of notice or the
<br />lapse of time or both would constitute, an Event of Default or an Event of Non -Appropriation exists at the date hereof with respect to this Agreement, (k)
<br />Purchaser has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the
<br />Installment Payments scheduled to come due during the current budget year under the Agreement and to meet its other obligations for the current budget
<br />year and such funds have not been expended for other purposes.
<br />RISK OF LOSS: COVENANTS. Purchaser shall not be required to indemnify or hold Seller harmless against liabilities arising from the Agreement.
<br />However, as between Seller and Purchaser, and to the extent permitted by law and subject to appropriation of funds by Purchaser, Purchaser shall bear
<br />the risk of loss for, shall pay directly, and shall defend against any and all claims, proceedings, actions, damages or losses arising under or related to the
<br />Services, including, but not limited to, the possession, ownership, use or operation thereof, except that Purchaser shall not bear the risk of loss of, nor pay
<br />for, any claims, proceedings, actions, damages or losses that arise directly from the gross negligence or willful misconduct of Seller..
<br />ASSIGNMENT BY PURCHASER: Without Seller's prior written consent, Purchaser may not, by operation of law or otherwise, assign, transfer, pledge,
<br />hypothecate or otherwise dispose of the Services, this Agreement or any interest therein. Purchaser agrees not to take any action with respect to the
<br />Maintained Property that would eliminate the need for the Services during the Term; provided that in the event of a Non -Appropriation, as hereinafter
<br />defined, this restriction shall not apply.
<br />ASSIGNMENT BY SELLER: Seller may assign, sell or encumber all or any part of this Agreement, the Installment Payments and any other rights or
<br />interests of Seller hereunder.
<br />NONAPPROPRIATION: Non -Appropriation means the failure of Purchaser's governing body to appropriate funds to pay Installment Payments. If the
<br />Purchaser appropriates monies for the Installment Payments, the failure to pay the Installment Payments will be an Event of Default under this Agreement.
<br />If sufficient funds are not appropriated to make Installment Payments under this Agreement, this Agreement shall terminate and Purchaser shall not be
<br />obligated to make Installment Payments under this Agreement beyond the then current fiscal year for which funds have been appropriated. Upon such an
<br />event, Purchaser shall, no later than the end of the fiscal year for which Installment Payments have been appropriated, cease receiving Services. If
<br />Purchaser fails to cease receiving Services, the termination shall nevertheless be effective but Purchaser shall be responsible for the payment of damages
<br />in an amount equal to the portion of Installment Payments thereafter coming due that is attributable to the number of days after the termination during
<br />which the Purchaser fails to cease receiving Services and for any other loss suffered by Seller as a result of Purchaser's failure to cease receiving
<br />Services as required, Purchaser shall notify Seller in writing within seven (7) days after the failure of the Purchaser to appropriate funds sufficient for the
<br />payment of the Installment Payments, but failure to provide such notice shall not operate to extend the term of this Agreement or result in any liability to
<br />Purchaser.
<br />EVENTS OF DEFAULT: Purchaser shall be in default under this Agreement upon the occurrence of any of the following events or conditions ("Events of
<br />Default"), unless such Event of Default shall have been specifically waived by Seller in writing: (a) Default by Purchaser in payment of any Installment
<br />Payment, other than by reason of a Non -Appropriation, or any other indebtedness or obligation now or hereafter owed by Purchaser to Seller under this
<br />Agreement or in the performance of any obligation, covenant or liability contained in this Agreement and the continuance of such default for ten (10)
<br />consecutive days after written notice thereof by Seller to Purchaser, or (b) any warranty, representation or statement made or furnished to Seller by or on
<br />behalf of Purchaser proves to have been false in any material respect when made or furnished, or (c) dissolution, termination of existence, discontinuance
<br />of the Purchaser, insolvency, business failure, failure to pay debts as they mature, or appointment of a receiver of any part of the property of, or
<br />assignment for the benefit of creditors by the Purchaser, or the commencement of any proceedings under any bankruptcy, reorganization or arrangement
<br />laws by or against the Purchaser.
<br />REMEDIES OF SELLER: Upon the occurrence of any Event of Default and at any time thereafter, Seller may, without any further notice, exercise one or
<br />more of the following remedies as Seller in its sole discretion shall elect: (a) terminate the Agreement and all of Purchaser's rights hereunder as to any or
<br />all items of Services, including notifying Cisco to cease providing the Services to Purchaser, which shall be binding on Cisco and the Purchaser; (b)
<br />proceed by appropriate court action or actions to enforce performance by Purchaser of its obligations hereunder or to recover damages for the breach
<br />hereof or pursue any other remedy available to Seller at law or in equity or otherwise; (c) declare all unpaid Installment Payments and other sums payable
<br />hereunder during the current fiscal year of the Term to be immediately due and payable without any presentment, demand or protest and/or take any and
<br />all actions to which Seller shall be entitled under applicable law. No right or remedy herein conferred upon or reserved to Seller is exclusive of any right or
<br />remedy herein or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or
<br />now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, Purchaser agrees
<br />to pay to Seller or reimburse Seller for, in addition to all other amounts due hereunder, all of Seller's costs of collection, including reasonable attorney fees,
<br />whether or not suit or action is filed thereon. UNLESS PROHIBITED BY LAW, PURCHASER AND SELLER HEREBY IRREVOCABLY WAIVE ALL
<br />RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
<br />ARISING OUT OF OR RELATING TO THIS AGREEMENT.
<br />NOTICES: All notices, and other communications provided for herein shall be deemed given when delivered or mailed by certified mail, postage prepaid,
<br />addressed to Seller or Purchaser at their respective addresses set forth herein or such other addresses as either of the parties hereto may designate in
<br />writing to the other from time to time for such purpose.
<br />CONTINUING DISCLOSURE: Seller acknowledges that, in connection with Purchaser's compliance with any continuing disclosure undertakings (each, a
<br />"Continuing Disclosure Agreement") entered into by Purchaser pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act
<br />of 1934. as amended (the "Rule"), Purchaser may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access
<br />system, or its successor ("EMMA"), notice of its incurrence of its obligations under this Agreement and notice of any accommodation, waiver, amendment,
<br />modification of terms or other similar events reflecting financial difficulties in connection with this Agreement, in each case including a description of the
<br />material terms thereof (each such notice, an "EMMA Notice"). Purchaser shall not file or submit or permit the filing or submission of any EMMA Notice that
<br />includes any of the following unredacted information regarding Seller or the Escrow Agent: physical or mailing addresses, account information, e-mail
<br />addresses, telephone numbers, fax numbers, tax identification numbers, or titles or signatures of officers, employees or other signatories. Purchaser
<br />Taxable PPA-Appropriation Page 3 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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