|
is authorized to enter into and carry out Lessee's obligations under this Lease, any documents relative to the acquisition of the Equipment and any other
<br />documents required to be delivered in connection with this Lease (collectively, the "Documents"); (e) the Documents have been duly authorized, executed
<br />and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are valid, legal, binding agreements,
<br />enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of
<br />Lessee's governing body, and hold the offices indicated below their signature, each of which is genuine; (f) the Equipment is essential to the immediate
<br />performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority and shall be used during the Lease Term only by
<br />Lessee and only to perform such function; (g) Lessee intends to use the Equipment for the entire Lease Term and shall take all necessary action to include
<br />in Lessee's annual budget any funds required to fulfill Lessee's obligations for each fiscal year during the Lease Term; (h) Lessee has complied fully with
<br />all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment;
<br />(i) Lessee's obligations to remit Rent under this Lease constitutes a current expense and not a debt under applicable state law and no provision of this Lease
<br />constitutes a pledge of Lessee's tax or general revenues, and any provision which is so constructed by a court of competent jurisdiction is void from the
<br />inception of this lease; 0) all payments due and to become due during Lessee's current fiscal year are within the fiscal budget of such year, and are included
<br />within an unrestricted and unencumbered appropriation currently available for the lease of the Equipment; and (k) all financial information Lessee has
<br />provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition.
<br />18. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease (a) Lessee will promptly notify
<br />Lessor in writing if it moves Lessee's principal office or it changes names or its legal structure, (b) Lessee will provide to Lessor such financial information
<br />as may reasonably request from time to time, and (c) Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment and
<br />to meet Lessee's obligations under this Lease.
<br />19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB -LEASE OR PART WITH POSSESSION OF THE
<br />EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any
<br />real estate. Upon Lessor's reasonable request and at Lessee's cost, Lessee will obtain from each person having an interest in the real estate where the
<br />Equipment is located a waiver of any rights they may have in the Equipment.
<br />20. ASSIGNMENT BY LESSOR. This Lease, and the rights of Lessor hereunder and in and to the Equipment, may be assigned and reassigned in whole or
<br />in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee; provided, however, no such
<br />assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address
<br />of the assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment, Lessee
<br />agrees to record the same in records maintained for such purpose, and further, to make all payments as designated in the assignment, notwithstanding any
<br />claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Lease or otherwise) that Lessee may from time to time have against
<br />Lessor or Lessor's assigns. Lessee agrees to execute all documents, including acknowledgments of assignment, which may reasonably be requested by
<br />Lessor or its assigns to protect their interests in the Equipment and in this Lease.
<br />21. COLLECTION EXPENSES, OVERDUE PAYMENT. Lessee agrees that Lessor can, but does not have to, take on Lessee's behalf any action which
<br />Lessee fails to take as required by this Lease, and Lessor's expenses will be in addition to that of the Rent which Lessee owes Lessor. If Lessor receives
<br />any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five percent (5%) of such overdue amount, limited, however,
<br />to the maximum amount allowed by law.
<br />22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash (the "Equipment Cost") or it may be leased. By
<br />signing this Lease, Lessee acknowledges that it has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay Rent.
<br />Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments under
<br />this Lease result in an interest payment higher than allowed by applicable law, then any excess interest collected will be applied to the repayment of principal
<br />and interest will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in excess of the
<br />legal amount.
<br />23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other
<br />agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable, the remaining terms of this
<br />Lease shall remain in effect. TO THE EXTENT THAT THIS LEASE IS FOUND TO NOT BE A TRUE LEASE, THIS LEASE IS A "FINANCE
<br />LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee authorizes Lessor (or Lessor's agent) to (a) obtain
<br />credit reports, (b) make such other credit inquires as Lessor may deem necessary, and (c) furnish payment history information to credit reporting agencies.
<br />To the extent permitted by law, Lessor may charge Lessee a fee of $250.00 to cover Lessor's documentation and investigation costs.
<br />24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service, postage prepaid, to Lessor at
<br />Lessor's address stated in this Lease, or by facsimile transmission to Lessor's facsimile telephone number, with oral confirmation ofreceipt. All of Lessor's
<br />notices to Lessee may be sent first class mail, postage prepaid, to Lessee's address stated in this Lease. At any time after this Lease is signed, Lessee or
<br />Lessor may change an address or facsimile telephone number by giving notice to the other of the change.
<br />25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE COMPLIANCE. Lessee represents and warrants to Lessor, as of the date of this Lease,
<br />the date of each advance of proceeds under the Lease, the date of any renewal, extension or modification of this Lease, and at all times until the Lease has
<br />been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; or (ii) does business
<br />in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
<br />law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Lease will not be used to fund any unlawful activity; (c)
<br />the funds used to repay the Lease are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity
<br />engages in any dealings or transactions prohibited by, any laws of the United States.
<br />As used herein: "Compliance Authority" means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury
<br />Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
<br />Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (I) U.S. Justice Department, and (g) U.S. Securities and Exchange
<br />Commission; "Covered Entity" means Lessee, its affiliates and subsidiaries and direct and indirect owners; "Sanctioned Country" means a country subject
<br />to a sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity or thing
<br />listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions
<br />(including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise
<br />subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.
<br />26. USA PATRIOT ACT NOTICE. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial
<br />institutions to obtain, verify and record information that identifies each lessee that opens an account. What this means: when the Lessee opens an account,
<br />Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow the Lessor to identify Lessee,
<br />such as organizational documents. For some businesses and organizations, Lessor may also need to ask for identifying information and documentation
<br />relating to certain individuals associated with the business or organization.
<br />27. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAIVE, AND TO TAKE ALL REQUIRED STEPS TO WAIVE, ALL RIGHTS TO A
<br />JURY TRIAL. To the extent Lessee is permitted by applicable law, Lessee waives all rights and remedies conferred upon a lessee by Article 2A (Sections
<br />
|