Agenda - 06-18-2013 - 5l - Laserfiche WebLink

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0 "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule. "Lease Tenn" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. "Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Price" means the amount so designated for each Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group on such Payment Date after making the Rental Payment due on such Payment Date. "Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and /or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture, delivery and /or installation of the Equipment. Section 1.2. Exhibits. Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B: Forth of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G -1: Form of Confirmation of Outside Insurance. Exhibit G -2: Form of Questionnaire for Self- Insurance and Addendum to Equipment Schedule Relating to Self- Insurance. ARTICLE II. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment enter any Lease or to lease any equipment to Lessee. The decision whether Lessor enters into any Lease shall be solely within Lessor's discretion. Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) a completed Acceptance Certificate in the form included with Exhibit A hereto executed by Lessee; (c) a certified copy of a resolution or evidence of other official action taken by or on behalf of Lessee to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B attached hereto executed by an authorized official of Lessee; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and /or bill(s) of sale relating to the Equipment Group in form and substance satisfactory to Lessor, and /or if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming Lessee as debtor and /or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a fully completed and executed Form 8038 -G or 8038 -GC, as applicable; (i) an opinion of counsel to Lessee substantially in the form of Exhibit E hereto, (j) evidence of payment and performance bonds required by the Equipment Schedule, if applicable, and (k) any other documents or items reasonably required by Lessor. In 3 5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1