Fort Walton Beach Resolution — 2021-04--Lease Purchase Agreement — reading text

in connection with may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status and operations of Lessee and other matters related to Lessee. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. 8744 2229615  Section 2. Lease Term. The term of each Lease shall commence on, and interest shall accrue from, the date identified in the related Equipment Schedule ( the " Commencement Date") and shall continue for the period stated in such Equipment Schedule ( the " Scheduled Term"), unless Lessee shall have terminated such Lease pursuant to Section 4 or Section 15 of this Master Agreement or Lessor shall have terminated such Lease pursuant to Section 20 of this Master Agreement ( the Scheduled Term upon its expiration or as so terminated is herein referred to as the " Lease Term"). Lessee authorizes Lessor to insert the applicable Commencement Date in each Equipment Schedule. Section 3. Rental Payments. Lessee shall promptly pay Lessor rental payments ( the Rental Payments") for the Equipment under each Lease for the applicable Lease Term, without prior notice or demand, in the amounts and on the dates specified in the applicable Equipment Schedule. Rental Payments are due whether or not Lessee is invoiced or receives notice from Lessor. Lessee shall not permit the federal government to guarantee any Rental Payments under any Lease. As set forth in each Equipment Schedule, a portion of each Rental Payment under a Lease is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal. Except as specifically provided in Section 4 of this Master Agreement, Lessee' s obligation to pay Rental Payments and other sums due under a Lease is absolute and unconditional in all events and shall not be subject to any abatement, reduction, setoff, defense, counterclaim or recoupment for any reason whatsoever and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or installation of the Equipment, failure of the Equipment to operate properly, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Rental Payments are payable in immediately available U.S. funds by delivering the same to Lessor at its office address, 2510 14th St. 2nd Floor, Gulfport, MS, 39501, or at such other address as Lessor shall hereafter designate in writing to Lessee, and shall be credited upon receipt. If any Rental Payment is not paid within 10 days after the due date, Lessee shall pay interest on such delinquent payment from the due date thereof until paid at a rate equal to the lesser of( i) twelve percent ( 12%) per annum or( ii) the maximum rate permitted by law, from such date until paid. For each Lease, Lessee represents and warrants that ( a) it has appropriated and budgeted legally available funds to make all Rental Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; ( b) it currently intends to make Rental Payments for the Scheduled Term of each Lease so long as funds are appropriated for each succeeding fiscal year by its governing body; ( c) Lessee currently intends to do all things lawfully within its power to obtain appropriated funds for the payment of Rental Payments and other amounts required to be paid under each Lease in each next succeeding fiscal year for its Scheduled Term; and ( d) Lessee acknowledges that Lessor has relied upon these inducement to enter into this Master Agreement and each Lease. Lessee representations as an reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available therefor. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for a Lease for Lessee' s next succeeding fiscal year is within the discretion of the governing body of Lessee. 2-  LESSEE' S OBLIGATION TO PAY RENTAL PAYMENTS AND ANY OTHER AMOUNTS PAYABLE UNDER EACH LEASE CONSTITUTES A CURRENT OBLIGATION PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE, AND SHALL NOT BE CONSTRUED TO BE AN INDEBTEDNESS WITHIN THE MEANING OF ANY APPLICABLE CONSTITUTIONAL OR STATUTORY LIMITATION OR REQUIREMENT, NOR SHALL ANYTHING CONTAINED IN ANY LEASE CONSTITUTE A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF LESSEE. LESSEE HAS NOT PLEDGED ITS FAITH AND CREDIT OR ITS TAXING POWER TO PAY RENTAL PAYMENTS OR OTHER AMOUNTS UNDER ANY LEASE. NEITHER LESSOR NOR ANY ASSIGNEE MAY COMPEL THE LEVY OF ANY AD VALOREM TAXES BY LESSEE TO PAY RENTAL PAYMENTS OR ANY OTHER AMOUNTS DUE UNDER ANY LEASE. Section 4. Termination Upon Non Appropriation Event. If Lessee' s governing body fails to appropriate sufficient funds in any fiscal year to pay Rental Payments and other amounts year, then a " Non-Appropriation when due under a Lease during the next succeeding fiscal Event" shall have occurred under such Lease. If a Non-Appropriation Event occurs, then: a) Lessee shall give Lessor written notice at least 15 days prior to the end of the then current fiscal year of such Non-Appropriation Event together with written evidence of such failure by Lease Term); ( b) Lessee' s governing body ( but failure to deliver such notice shall not extend the Lessee shall be deemed not to have renewed the affected Lease for the next succeeding fiscal year; ( c) on or before the Return Date ( as hereinafter defined), Lessee shall cease use of the Equipment covered by the affected Lease and peaceably remove and transfer title and deliver possession to Lessor of all, but not less than all, of the Equipment covered by the affected Lease, at Lessee' s sole expense ( but solely from funds legally available for such purpose), at such location in the State as is specified by Lessor and in the condition required by Section 20 of this Master Agreement; and ( d) the affected Lease shall terminate on the Return Date and Lessee shall not be obligated to make Rental Payments under the affected Lease after the Return Date, but will not be relieved of any obligations arising or accruing prior to such Non-Appropriation Event including ( without limitation) Lessee' s obligation to pay all Rental Payments and other amounts payable under the affected Lease for which funds shall have been appropriated. Return Date" means the last day of the fiscal year for which funds have been appropriated to under a Lease. Under no circumstances shall the failure of Lessee to pay Rental Payments due appropriate sufficient funds constitute a default or require payment of a penalty, or in any way limit the right of Lessee to purchase or utilize equipment or other personal property similar in function to the Equipment leased under any Lease that is terminated as the result of the occurrence of a Non- Appropriation Event. Lessee' s covenant to transfer title and deliver possession to Lessor of the Equipment covered by the affected Lease as provided in clause ( c) of this paragraph shall survive termination of the such Lease. If Lessee fails to deliver possession of, and title to, the Equipment under a Lease with respect to which a Non-Appropriation Event has occurred, the termination of such Lease shall nevertheless be effective, but Lessee shall be responsible for payment of damages, to the fullest extent permitted under applicable State law, in an amount equal to the principal portion of Rental Payments thereafter scheduled to come due and for any other loss suffered by Lessor as a result of Lessee' s failure to transfer title to, and deliver possession of, such Equipment to Lessor. Nothing in this Section 4 is intended, or shall be construed, to create a right in Lessor to involuntarily dispossess Lessee of the legal title to or the use and possession of the Equipment under a Lease. 3-  Upon receipt of possession of the Equipment under a Lease that is terminated as the result of a Non-Appropriation Event, Lessor may thereafter dispose of such Equipment; provided, however, that any proceeds from the disposition of such Equipment in excess of the sum required to pay ( i) any amounts then due under the affected Lease and the principal portion of Rental Payments scheduled to come due after the termination date for such Lease and ( ii) Lessor' s costs and expenses associated with the disposition of such Equipment, shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto. Section 5. Late Charges. If any Rental Payment or other payment due under a Lease is not paid in full within 10 days after the due date, Lessor may collect, and Lessee agrees to pay, a late charge equal to five percent ( 5%) of the payment due ( or the highest charge permitted by law, whichever is less). The parties hereto agree that the amount of such late charge represents a reasonable estimate of the cost that Lessor would incur in processing each delinquent payment by Lessee and that such late charge is not interest and shall be paid as liquidated damages for each delinquent payment. Such late charge shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. Section 6. Covenants of Lessee. Lessee agrees as follows: ( a) Lessee will furnish Lessor ( i) within 210 days after the end of each fiscal year of Lessee, a copy of its audited financial statements for such fiscal year, which audited financial statements shall include a balance sheet, a statement of revenues, expenses and changes in fund balances for budget and actual, a statement of cash flows, notes, schedules and any attachments to the financial statements; ( ii) no later than 10 days prior to the end of each fiscal year ( commencing with the current fiscal year), a copy of Lessee' s current budget or other proof of appropriation for the ensuing fiscal year; ( iii) promptly after Lessor' s written request, a copy of any interim updates or modifications to Lessee' s adopted budget and such other information relating to Lessee' s ability to continue the Lease Term of each Lease for such fiscal year as may be reasonably requested by Lessor; and ( iv) promptly after Lessor' s written request, such other financial statements and information as Lessor may reasonably request; ( b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic under the laws of