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

the State; ( c) Lessee shall promptly furnish to Lessor all documentation and other information requested by Lessor which may be required by bank regulatory authorities under applicable " know your customer" and anti- money laundering rules and regulations, including without limitation the United States PATRIOT Act; and ( d) Lessee promptly will execute and deliver to Lessor such further documents and take such further action( s) as Lessor from time to time reasonably requests to carry out the intent of each Lease and to establish the rights created herein in favor of Lessor. The financial statements described in clause( a)( i) of this Section shall be accompanied by an unqualified opinion of Lessee' s auditor. Section 7. Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that ( a) Lessee is a body corporate and politic duly organized and existing under the Constitution and laws of the State, with full power and authority to enter into this Master Agreement, each Lease and, if applicable, any Escrow Agreement ( hereafter described) and the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; ( b) Lessee has duly authorized the execution and delivery of this Master Agreement, 4- all Equipment Schedules, any Escrow Agreement ( if applicable) and documents relating thereto by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Master Agreement, all Equipment Schedules and any Escrow Agreement ( if applicable); ( c) Lessee has complied with such public bidding requirements as may be applicable to this Master Agreement and the acquisition by Lessee of the Equipment under each Lease; ( d) the use and operation of the Equipment is essential to Lessee' s proper, efficient and economic governmental operation and the functions performed by the Equipment could not be transferred to other equipment available for its use; ( e) the execution and performance by Lessee of this Master Agreement and each Lease do not require the consent or approval or authorization or order of, the giving of notice to or the registration with, any federal, state or other governmental authority or agency; ( f) the application, statements and credit or financial information submitted by Lessee to Lessor are true and correct and are made to induce Lessor to enter into this Master Agreement, each Lease and each Escrow Agreement ( if applicable), and there has been no material adverse change in the financial condition or operations of Lessee since the last submission of financial information to Lessor; ( g) there are no suits or proceedings pending or threatened against or affecting Lessee which would impair the ability of Lessee to perform its obligations under any Lease or any Escrow Agreement; h) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Master Agreement, any Lease or any Escrow Agreement or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally; ( i) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Master Agreement, each Lease and any Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained; ( j) the entering into and performance of this Master Agreement, each Lease and any Escrow Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment under any Lease pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided; ( k) Lessee' s name as indicated on the first page of this Master Agreement is its true, correct and complete legal name; ( 1) the useful life of m) to the extent the Equipment will not be less than the Scheduled Term of the related Lease; ( that any Equipment under a Lease may constitute fixtures under applicable State law, Lessee is the fee owner of the real estate where the Equipment is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, lien, charge, security interest or other encumbrance of any nature whatsoever on or with respect to such real estate; and ( n) during the 10 fiscal years prior to the date of the applicable Lease, Lessee' s governing body has not failed ( for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to annual appropriation. Each of the above representations and warranties shall be continuing and shall be deemed remade concurrently with the execution of each additional Equipment Schedule and the delivery of the corresponding Equipment. 5-  Section 8. Delivery and Acceptance By Lessee; Alternative Procedure for Escrow Funding; Quiet Enjoyment. Lessee shall order the Equipment to be subject to a Lease, cause such Equipment to be delivered and installed at the location( s) specified in the applicable Equipment Schedule and pay all delivery and installation costs and other costs in connection therewith. As Equipment is delivered and installed as provided in the contract or purchase order with the supplier thereof, Lessee shall inspect such Equipment and, if it is conforming and otherwise acceptable, Lessee shall execute and deliver to Lessor a Delivery and Acceptance Certificate in form and substance acceptable to Lessor ( accompanied by original invoices relating to each item of Equipment relating thereto) whereupon, as between Lessor and Lessee, the Equipment shall be deemed to have been unconditionally accepted by Lessee for all purposes of the applicable Lease. Lessor shall pay to such supplier as directed by Lessee on the Commencement Date for such Lease the purchase price for such Equipment in an amount equal to the aggregate principal component of Rental Payments under the applicable Lease, unless Lessor and Lessee otherwise agree in the related Equipment Schedule. As an alternative to acceptance of the Equipment and payment by Lessor of the purchase price therefor on behalf of Lessee under a Lease as provided in the next preceding paragraph, Lessor and Lessee may agree with respect to a Lease and the Equipment to be acquired, installed and financed thereunder to enter into an escrow agreement ( an " Escrow Agreement") relating to such Lease, dated the Commencement Date of such Lease, among Lessor, Lessee and the escrow agent therein identified, relating to the creation and administration of an escrow fund ( an Escrow Fund") thereunder. On the Commencement Date of such Lease after satisfaction of the funding conditions provided in Section 9 of this Master Agreement, Lessor shall deposit funds into the related Escrow Fund for the payment of the costs of acquiring and installing the Equipment under such Lease, and such funds ( including investment earnings thereon) shall be disbursed in accordance with the applicable Escrow Agreement. Lessee shall pay, from funds available for such purpose, the excess ( if any) of the actual costs of acquiring and legally installing the Equipment under a Lease over the amount deposited by Lessor in the related Escrow Fund and interest earnings thereon. During the Lease Term of each Lease, Lessee shall be entitled to quiet enjoyment of the Equipment identified therein, subject to the terms of the applicable Lease. Section 9. Funding Conditions. Lessor shall have no obligation to pay the purchase price for Equipment to a supplier or deposit any amount into an Escrow Fund under the related Equipment Schedule as provided in Section 8 of this Master Agreement unless all reasonable conditions by Lessor ( the " Funding Conditions") have been satisfied, including, established without limitation, the following: ( a) Lessee has signed and delivered to Lessor the Equipment Schedule and the related Escrow Agreement ( if applicable); ( b) no Event of Default or Lease; ( c) no material Non- Appropriation Event shall have occurred and be continuing under any adverse change shall have occurred in the financial condition or operations of Lessee since the dated date of this Master Agreement; ( d) the Equipment to be described in such Equipment Schedule is reasonably satisfactory to Lessor and is free and clear of any security interests, liens or other encumbrances ( except for the rights and interests of Lessor under this Master Agreement and the related Lease); ( e) all representations of Lessee in each Lease remain true, accurate and complete; ( f) the amount ( if any) that Lessor may require in advance that Lessee apply to the 6- payment of Equipment costs; and ( g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: ( 1) evidence of insurance coverage or self-insurance required by Section 13 of this Master Agreement; ( 2) an opinion of Lessee' s counsel; ( 3) real property waivers as Lessor may deem necessary; ( 4) copies of resolutions by Lessee' s governing body, duly authorizing the Lease and the Escrow Agreement if applicable) and incumbency certificates for the person( s) who will sign the Lease and the Escrow Agreement; ( 5) such documents, opinions and certificates as Lessor may request relating to federal tax- exemption of the interest component of Rental Payments payable under the Lease, including ( without limitation) IRS Form 8038- G or 8038- GC and evidence of the adoption of a reimbursement resolution or other official action in the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty days prior to the date on which the Funding Conditions are satisfied; ( 6) if applicable, a certificate of an authorized official of Lessee designating the Lease as a " qualified tax- exempt obligation" within the meaning of Section 265( b)( 3) of the Internal Revenue Code of 7) if any items of 1986, as amended; ( Equipment are motor vehicles, properly completed certificates of title or certificates of origin ( or applications therefor) for such