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

stateme~ts including. a balance sheet, statement of revenues, expenses and changes in fund balances for budget and actuaI~ statement of cash flows and notes~ and schedules and attaclunents to the financial statements) within. 180 days of.its fiscal"ye-3.r end, ( ii) qu"arterly financial' " statements ( including a balance sheet, statement ()f~ evenues, expenses .and ch'anges in fund balances for budget and actual and statement of cash flows 'and n'otes) upon the request-of Lessor, within 60 days of the end of the fiscal' quarter for which such infonnation has been requested, ( iii) such other fmancial",statements anq information as Lessor may reasonably request; and ( iv) its annual budg~t for the following fisc,al year within 90 days of the . "..., adoption of such budget. Such statements in clause, (i} above shall be accompanied by an c_- unqua~i~ ed opinion of the Lessee' s auditor. Credit infonnation relating to Lessee 'maybe disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. . ' 1) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. Lessee' s need for the Equipment is not temporary and L~ssee 40es not expect the need for any item of the Equipment to diminish during the Lease Tenn of such item. The use of the Equipment is essential to Lessee' s prop~r arid efficient operation. m), . The original proceeds of each Lease, and the interest to be e~ ed thereon, do not and willIiot eed the ex<: amount necessary for the purpose for which such L~ase is executed. n) No sinking fund is. expected to be created by Lessee with respect to any Lease or the Rental ~ ayments. - 0) No othe~ governmental obligations of Lessee are being issued at substantially the same time and sold pursuant to a comnion plan of finmcing.which will be aid out of (or p" hav~ substantially the same claim to be paid out o'f)sub.stantially the same source of ~ ds as each Lease'. . 004. 237866. 4 5- 01/ 02/ 2008 Page 13/ 44  P) No portion of the amounts received pursuant to each Lease will be used as a substitute for other funds which were otherwise to be used as a source of financing for any portion of the costs' ofEquipment and whIch have been aild will be used to acquire, directly' or' indirectly,' ob~igations producing a yield in excess of the yield on each. Lease. q) In connection with the execution and delivery of each Lease, no action has or will be taken which attempts to circumvent the provisions of Secti~ n 148 of the Code and promulgated thereunder by (i) enabling Lessee to exploit the difference . the.regulations between tax- exempt and taxabl~ interest rates to gain a material financial advantage and ( ii) over burdening the tax-exempt bond market. r) Lessee l not directly or indirectly use pr pennit the use of any proceeds of wi.! Lease, or take or omit to take 'any action, that would cause the Rental a Payments to be federally guaranteed" within the meaning of Section 149(b) of the Code. 8) , Lessee will submit to the Secretary of the Treasury information reporting statements .and other infonnation rel3:ted,to each' Lease at the times and in the fonns required by the Code. . t) To the,b'est of the knowledge and belief of the Lessee, the expectations of Lessee, as set forth in this Section 2. 01, are re~ onable, and there are no present facts) estima~es and' circumstances whic~ would ch~ ge the expectations contained therein. u) Lessee will, at its expense, maintain its legal existence in good standing ~ d do any further act and execute, acknowledge, deliver, file, register and record any further ' c documents Lessor may re~ onably request in order t~ protect Lessor' s interest-in the Equipment and Lessor' s rights and benefits under this' Lease~ ' v) The payment of the Rental Payments or any portion thereof is not (under the tems of any Lease or any underlying ,arrangement) direc,tly' or indirectly ( 1) secured by any interest in property used or to be use4 in any activity carried on by any person.other than a state or local governmental unit or payments in respect of su~h property; or (2) on a present value basis, derived from payments ( whether or not to Le~see) in respect of property, or borrowed money, used or to be used in any activity carried' on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person.other than a state or local governmental unit. No portion of the Equipment Costs fOt the Equipment will be used, direc,tly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. ' w) Lessee has reviewed and will review Internal Revenue Service Fonn 8038- G . or Fonn 8038- GC to be filed in connection with the execution and delivery of each Lease, and.all of the information contained therein is, and will be, to the best ofLess~e' s knowledge, true and correct, and Lessee will cause such F~rm 803 8- G' or Fonn 8038- GC to be filed not later than 30 days ,after the execution and delivery of e,ach Lease. 004. 237866. 4 6.- 01/ 02/ 2008 Page 14/ 44.  ex) Lessee reasonably expect~ that at least 85% of the proceeds of each Lease will be expended for.the govenunental pUrpose of the Lease within 3 years of the initial date of the Lease teqn, and less than 50% of.the proceeds of each Lease will be invest.ed in investment securities with a substantially guaranteed yield for 4 years or longer. ARTICLE ill. Section 3. 01. Lease ofEquipment. Subject to the tenns of this Master Lease, the Lessor agrees to provide the funds specified as the " Acquisition' Amount" in each Lease to acquire the Equip'ment. Upon the' execution of each Lease, Lessor' demises, leases, transfers and let~ to Lessee, and Lessee 'acquires, rents and leases from Lessor, the Equipment as set forth in such Le'~ e and in accordance with the tenns thereof. The latest date for any funding under this Agreement is the Funding Expiration.Date; provided that within 90 days prior to the.then applicable Funding Exp~ration D~te, the Lessee may request in writing a one- year extension of the FUnding Expiration Date, which the Lessor may grant in its sole. discretion after its credit review and approval p~ocess. Lessee shall be limited to three such extensions. Section 3. 02.. Continuation of the Lease Term. The Lease Tenn for each Lease may b~ continued', solely . at the option of Lessee, at the end of the Original Tenn or any Renewal Tenn for the next succeeding Renewal Tenn up to the maximU.1i1 Lease Term set fQrth in such Le'as~. At the end of the Original Tenn and at the end of each Renewal Term until.the maximum Lease Tenn has been completed, Lessee shall be deemed to have exercised its option to contin~e each L~ase for the next Renewal Tenn unless Lessee tenninates such Lease pursu3;1lt to Section 3. 03 or S.ection 10. 01-; The tenns and conditions during any Renewal Tenn shall be the same, as' the terms and conditions. during the Original Te~, except that the Rental Payments shall be as provi~ed in the applicable c Lease. Lessee intends, subj ect to Section 3. 03, to continue the Lease Tenn of each Lease through the Original Tenn and ~11 Renewal Terms and to pay the Rental Payments thereunder. Lessee affinns that sufficient funds are available for the current fiscal year, and Lessee reasonably believes that an amowit sufficient to make all Rental Payments during the entir~ Lease Tenn of each Lease can be obtained from legally available funds of Lessee. Subject to Section 3. 03, .Lessee further intends to do all things lawfully within its power to obtain anq maintain funds suffici~nt and available to discharge its obligation to make Rental Payments. due hereun~er, including making provision for such payments. to the extent necessary in each budget or appropriation request sub1D:itted and adopted in accordance with applic~ble provisions of law, to have such portion of the budget or appropriation request' approved and to exhaust all available reviews and appeals in the event such portion of the budget or appropriation request is not approved. Section 3. 03. Nonappropriation. Lessee is obligated only to pay such Rental Payments