Fort Walton Beach Resolution — 2008-02-Golf Club Equipment-Bank of America — reading text

improvements .of or to such Equipment. Equipment Costs" means,. to the extent permitted by the Act, the total cost of the Equipment listed in each Lease, includin'g all delivery charges, installation charges, capitalizable consulting and training' fees approved ~y Lessor, legal feC?s, financing costs,.motor vehicle. registration fees, recording and filing fees, and other costs necessary to vest full, clear legal title to the Equipment in,Lessee, subject to the interest granted to and retained by Lessor as set forth in each Lease, and othelWis.e incurred in connection with the financing provided by the iease- purch~ e of the Equipment as provided in each Lease; provided that in rio .event shall capitalizable delivery charges, installation charges, taxes and similar capitalizable " soft costs" relating to such Equipment exceed 20% of the total cost of such Equipment as detennined by Lessor. Expense' Fund" means, with respect to any Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement. Event of Default" means an Event of Default described in S~ ction 12. 01. I~ Funding Expiration DateU means April 3, 2005. means ~ Schedule and the tenns of this Agreement which are Lease'' incorporated by . reference into such Schedule. oEach Schedule.with the incorporated tenns ofihis Agreement shall 0 constitute a separate and independent Lease. c. 004. 237866. 4' 2- 01/ 02/ 2008 Page 10/ 44 C' by the Lease Proceeds" means, wIth respect to each Lease, the total amount of money to be paid Lessor to the Acquisit~on Furid Custodian for deposit and application in accordance with such Lease and the Acquisition Fund Agreement. ' Lease Term" for e ' ach Lease means the Original Term and all Renewal Tenns therein provided and for this Agreement means tile period from the date hereof until this Agreement is tenninated. . Lessee" mean,s the entity referred to as Lessee in the first paragraph oftms Agreement. Lessor" means ( a) the entity referred to as ,Lessor in the first paragraph of this Agreement or ( b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment under a L'ease or any Lease (including Rental Payments' thereunder) pursu~ t to Section 11. 01, but do~s not include any entity solely by reason of that entity retaining c;> r assuming any obligation of L,essor to perfonn under a Lease. Origina! Term" means the' period from the Commencement Date for each Lease until the en,d of the fiscal year of Lesse'e in effect at such Commence~ ent Date. Purchas.e,Pri~e?".means, with respect to the Equipment listed on a Lease, the amount that Lessee may pay to Lessor to purchase such Equipment as provided in such Lease. Renewal Terms" means the renewal terms of each' Lease, each having a duratio~ of one year and.~ term coextensive with Lessee' s "fiscal year, as specified in the Schedule applicable c' thereto. Rental Payments" means the basic renta' payments payable by Lessee under each Lease pursuant to Section 4.01, in each case consi~ting of a principal component and , an interest component. Schedule" means each separately numbered Sch~dule of Property subs~antially in the fonn of Exhibit A hereto together with a Rental Payment Schedule attached thereto substantially in the fonn of EXhibit A- I hereto.' . Sponsor" me;;ms Florida League of Cities, Inc. t a Florida not for profit corporation. State'" means the State of Florida.. Ve1Jdor"" means the manufacturer or supplier ofllie Equipment or any other person as' well as 'theagents or dealers of the manufacturer or supplier qom whom Lessor arranged Lessee' s ac,quis~tion and financing of the Equipment pursuant to the applicable Lease. ARTICLE II. Section 2; 01.' Representations and Covenants ofLessee. This Section 2. 01 sets forth facts and estimates upon which Lessor and its counsel, and Sponsor and its counsel, may rely regarding the exclusion of the interest pqrti~n of the Rental Payments from the gross income of the Lessor, and the facts and estimates upon which Lessee bases its reasonable expectation that the obligation to make Re:pt. al Payments. purs:uant to the Leases does not create an arbitrage bond under Section 148 004. 237866.4' 3- 01/ 02/ 2008 Page 11/ 44  ofthe mtemal Revenue Code of 1986, as amended, and applicable Treasury Regulations. Lessee represents, covenants and warrants for the benefit o'fLessor and Sponsor on the date hereof and as 9fthe Commencement Date,of each Lease as follows: . a) Lessee is a political subdiyision of the State within the meaning of Section 1 03( c) of the Code, duly organized and existing under t~ e constitution arid laws of the State, including the Act, with full power and authori~y to enter into this Agreement .and ~ach Leas'e and the transactions contemplated hereby, and to perform all of its obligations.hereunder and under each Lease. . b) Lessee. has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called, regularly . convened. and attended throughout by the requisite quorum of the members thereot: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 Agre~ment and each Lease. c) . No.even~ or.condition that constitutes, or with the giving of.notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. .Lessee is. not in default under any indentUre, mortgage, deed oftmst,'bank loan, credit.agreement or other materi~l instrument to which Lessee is a party. d) ' The entering int9 and perfonn~ ce of each Lease by the Lessee .will-not vioiate any judgment, order, or' regulation applicable to Lessee~ and except as otherwise c expressly provided in this Agreement; result in the creation of any lien, charge, security interest, or other e~ cumbrance upon any assets of Lessee pursuant to any indenture, mortgage, deed oftrust,.bank loans, credit agreement or other instrument to which Lessee is a party or by which it or its 'ass~ ts may be bound. There are no actions~ suits, proceedings or tax claims pending or, to the knowledge of Lessee, threatened against or affecting Lessee in any court or before any governmental commission, board or authority, which~.if adversely detennined, will have a materi~l adverse effect:on the ability on the Lessee to perform.its obligations under this Agreement or any Lease. . f)Lessee has c'omplied and will comply with Sections 218.,38, 218. 385( 2) and 218. 385( 3), Florida Statutes, with respect to each Lease. g) The estrate for the interest portion of the Rental Payme~ ts, on the first date inte:r;- interest begins to accrue, does not exceed a rate of interest pennitted by S . ection 215. 84', Florida Statutes. ' . h) .' Le~see will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a political subdivision within the meaning of Section l03( c) of the Code.'. - 004. 237866. 4 4- 01/ 02/ 2008 Page 1 2/ 44  i) Lessee has complied and will comply with such open meeting laws and public' bidding requirements as may be applicable to this Agreement and e'ach Lease and the acquisition by L, essee of the Equipment as provided in each Lease Of, in the case of p,:! plic bidding requirements, has otherwise compli"ed and will comply with Section 218. 38"5( 1), Florida Statute~, in connectioA with each Lease. G) During the Lease Tenn, the Equipment will be used by Lessee only for the purpose ofperfonning es~ ential governmental or proprietary functions ofLesse~'peI1i1~tted under the Act. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental P'a.yment (including all Renewal Terms) scheduled to be paid under each Lease. k) . Less~e has kept and thro.ughout the Leas~ Term shall keep its books and' records in accordance with generally accepted accounting .prin~iples and practices, consistently applied.and shall deliver to Le~sor (i) an u1! 1 ~ udited financial