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Terms and Conditions
<br />1. AGREEMENT - Subject to the terms and conditions of this AT&T Muni
<br />Mobility Financing Agreement (the "Agreement"), Customer agrees to finance
<br />from Lender the equipment (the "Equipment") described on page 1 of this
<br />Agreement. The Agreement shall commence on the date the Equipment is
<br />delivered to the customer ("Commencement Date") and shall continue for the
<br />number of months specified in the Agreement ("Term").
<br />Customer's failure to execute this Agreement within ninety (90) days of the
<br />delivery of the Equipment will result in this Agreement converting to a cash
<br />sale, with payment due and payable immediately.
<br />2. PAYMENTS - During the Term of the Agreement, Customer agrees to
<br />pay Lender the total number of payments multiplied by the amount of each
<br />payment (plus taxes) specified on page 1 of the Agreement. The due date of
<br />the first payment is the date upon which the Equipment is delivered to
<br />Customer or any later date designated by Lender. Restrictive endorsements
<br />on checks sent to Lender will not reduce Customer's obligations to Lender.
<br />The payment amount specified is indexed to like -term US Treasury Bills, and
<br />any increase or decrease in the corresponding US Treasury Bills will cause the
<br />payment to be adjusted point for point at the time of the Commencement Date.
<br />The payments do not include any additional interest expense for progress
<br />payments which are required by Lender on all transactions with installations
<br />exceeding 60 days. Progress payments will be financed through Lender at
<br />Prime Rate plus 2% at time of funding.
<br />3. NON -CANCELABLE AGREEMENT - Customer's obligation to make
<br />payments and to pay any other amounts due hereunder shall be ABSOLUTE
<br />AND UNCONDITIONAL and shall not be subject to any delay, cancellation,
<br />termination, reduction, set-off, defense, counterclaim or recoupment for any
<br />reason whatsoever. This is an irrevocable Agreement for the full Term and
<br />cannot be cancelled, other than for Non -Appropriation, as hereinafter defined.
<br />4. NON -APPROPRIATION: This Section is applicable only if the inclusion
<br />of such a non -appropriation provision is legally required. Customer's
<br />obligations to pay Payments and any other amounts due for each fiscal period
<br />is contingent upon approval of the appropriation of funds by its governing
<br />body. In the event funds are not appropriated for any fiscal period equal to
<br />amounts due under the Agreement, Customer may terminate the Agreement
<br />effective on the first day of such fiscal period ("Termination Date"), if: (a)
<br />Customer has used due diligence to exhaust all funds legally available; and (b)
<br />Lender has received written notice from Customer at least thirty (30) days
<br />before the Termination Date. Upon the occurrence of such non -appropriation,
<br />Customer shall not be obligated for Payments for any fiscal period for which
<br />funds have not been so appropriated, and Customer shall deliver the
<br />Equipment to Lender on the Termination Date, packed for shipment in
<br />accordance with the manufacturer's specifications, freight prepaid and insured
<br />to any location in the continental United States designated by Lender. If
<br />Customer terminates an Agreement pursuant to this Section, unless the
<br />following would affect the validity of a Agreement, Customer will not purchase,
<br />lease, rent, seek appropriations for, or otherwise obtain equipment serving the
<br />same function as the Equipment for the fiscal period in which such termination
<br />occurs or the next succeeding fiscal period and such an obligation will survive
<br />termination of this Agreement.
<br />5. DELIVERY AND ACCEPTANCE - Customer understands that Lender
<br />is not responsible for delivery of Equipment. Customer holds Lender harmless
<br />from specific performance of this Agreement and from any damages if for any
<br />reason the manufacturer, supplier, vendor or distributor (collectively referred to
<br />in this Agreement as "Vendor") delays in delivery, or if the Equipment is
<br />unsatisfactory.
<br />6. WARRANTY DISCLAIMER - CUSTOMER AGREES THAT IT HAS
<br />SELECTED THE VENDOR AND PRODUCT BASED UPON ITS OWN
<br />JUDGEMENT AND DISCLAIMS ANY RELIANCE UPON ANY
<br />STATEMENTS OR REPRESENTATIONS MADE BY LENDER. LENDER
<br />MAKES NO WARRANTY WITH RESPECT TO THE PRODUCT, EXPRESS
<br />OR IMPLIED, AND LENDER SPECIFICALLY DISCLAIMS ANY WARRANTY
<br />OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
<br />PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES
<br />ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
<br />PRODUCT. WARRANTIES MADE BY THE VENDOR TO THE LENDER
<br />SHALL INURE TO THE BENEFIT OF THE CUSTOMER, TO THE EXTENT
<br />ASSIGNABLE. IF THE EQUIPMENT DOES NOT OPERATE AS
<br />REPRESENTED, WARRANTED OR GUARANTEED BY VENDOR, OR ARE
<br />UNSATISFACTORY FOR ANY REASON, CUSTOMER SHALL MAKE ITS
<br />CLAIM AND ANY COMPLAINT THEREFOR AGAINST VENDOR, AND NOT
<br />AGAINST LENDER AND SHALL CONTINUE TO MAKE ALL PAYMENTS
<br />REQUIRED HEREUNDER. CUSTOMER ACKNOWLEDGES THAT VENDOR
<br />IS NOT AN AGENT OF LENDER AND STATEMENTS OR
<br />REPRESENTATIONS OF THE VENDOR SHALL NOT BIND OR AFFECT
<br />LENDER, AND SHALL NOT AFFECT THE CUSTOMER'S OBLIGATIONS
<br />UNDER THIS AGREEMENT.
<br />7. NO AGENCY - Customer acknowledges that (1) there is no agency or
<br />joint venture between Lender and the Vendor; (2) neither the Vendor nor any
<br />other person is authorized to act on Lender's behalf; and (3) ONLY AN
<br />INDIVIDUAL AUTHORIZED BY LENDER IS PERMITTED TO WAIVE OR
<br />ALTER ANY TERM OR CONDITION OF THIS AGREEMENT.
<br />8. ASSIGNMENT - LENDER MAY ASSIGN ITS INTEREST IN THIS
<br />AGREEMENT WITHOUT CUSTOMER'S CONSENT. CUSTOMER AGREES
<br />THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST
<br />CUSTOMER TO ENFORCE LENDER'S RIGHTS HEREUNDER, CUSTOMER
<br />WILL NOT ASSERT AGAINST SUCH ASSIGNEE, AND EXPRESSLY
<br />WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON
<br />THE PART OF LENDER HEREUNDER OR ANY OTHER DEFENSE, CLAIM
<br />OR SET-OFF WHICH CUSTOMER MAY HAVE AGAINST LENDER EITHER
<br />HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE
<br />OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION
<br />REQUIRED TO BE PERFORMED BY LENDER HEREUNDER.
<br />9. QUIET ENJOYMENT - Provided that no Event of Default (as defined in
<br />Section 12 herein) has occurred or is continuing hereunder, Lender shall not
<br />interfere with Customer's right of quiet enjoyment and use of the Equipment.
<br />10. TAXES AND FEES - Customer shall pay when due and shall indemnify
<br />Lender for, and hold Lender harmless from and against all federal, state, and
<br />local filing fees, assessments, taxes including without limitation, sales, lease,
<br />use, excise and personal property taxes (excluding only taxes payable with
<br />respect to Lender's net income) which may be imposed on the Lender arising
<br />in any way out of the use or leasing of the Equipment. Such amounts shall be
<br />considered additional rent and shall be payable by Customer upon demand by
<br />Lender.
<br />The obligations under this section shall survive the expiration or termination of
<br />this Agreement.
<br />11. INDEMNITY - Customer hereby indemnifies Lender and holds Lender
<br />harmless from any and all claims, actions, suits, proceedings, costs,
<br />expenses, damages and liabilities, including attorney's fees, arising out of or
<br />connected with the Equipment or the use thereof, including without limiting the
<br />generality of the foregoing, its manufacture, selection, delivery, possession,
<br />use, leasing, fitness operation, return, or latent or other defects, whether or not
<br />discoverable, or arising out of any failure by Customer to perform or comply
<br />with any of the terms and conditions of this Agreement. The indemnities
<br />contained herein shall continue in full force and effect notwithstanding the
<br />termination of this Agreement, whether by expiration of time, by operation of
<br />law, or otherwise.
<br />12. DEFAULT AND REMEDIES - If Customer (a) does not pay rent within
<br />ten (10) days after the same becomes due, (b) breaches any of its
<br />representations, warranties or other obligations under the Agreement, (c) is in
<br />default under any other agreement between Customer and Lender (d)
<br />becomes insolvent or assigns its assets for the benefit of its creditors, or (e)
<br />enters (voluntarily or involuntarily) a bankruptcy proceeding ("Event(s) of
<br />Default"), Customer will be in default. Upon the occurrence of an Event of
<br />Default, Lender may require that Customer pay the remaining balance of all of
<br />the rental payments due under this Agreement, present valued using a 3 % per
<br />year discount rate. Customer also represents to Lender that interest on all
<br />sums due Lender from the date of default until paid will be at the rate of one
<br />and one-half percent (1-1/2%) per month, but only to the extent permitted by
<br />law. In addition, Lender shall be entitled to recover from Customer any of the
<br />remedies available under the Uniform Commercial Code ("UCC") or any other
<br />law. If Lender refers this Agreement to an attorney or collection agency for
<br />enforcement or collection, Customer agrees to pay the cost of recovery
<br />including, but not limited to, legal fees and expenses.
<br />Customer Inifials 4 A
<br />u
<br />Page 2 of 3
<br />Form. Rev. 2-16-2017
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