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

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GW addition, any such disbursement by Lessor shall be subject to (a) no Event of Default having occurred and (b) no material adverse change in Lessee's business, assets, operations, financial condition or results of operations. Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term, except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. Section 2.5 Limited Obligation. (a) THE PARTIES INTEND THAT THIS TRANSACTION COMPLY WITH SECTION 160A -20. NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE DISTRICT'S FAITH AND CREDIT WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS A DELEGATION OF GOVERNMENTAL POWERS OR AS AN IMPROPER DONATION OR A LENDING OF THE LESSEE'S CREDIT WITHIN THE MEANING OF THE STATE CONSTITUTION. NO DEFICIENCY JUDGEMENT MAY BE RENDERED AGAINST THE LESSEE IN VIOLATION OF SECTION 160A -20. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the Lessee's moneys (other than the funds held under the Escrow Agreement or this Agreement), nor shall any provision of this Agreement restrict the future issuance of any of the Lessee's bonds or obligations payable from any class or source of the Lessee's moneys (except to the extent this Agreement restricts the incurrence of additional obligations secured by the Equipment). To the extent of any conflict between this Section and any other provision of this Agreement, this Section shall take priority. (b) Nothing in this Section is intended to impair or prohibit Lessor from exercising its security interest in the Equipment in the event there is a Default under this Agreement or the Escrow Agreement. ARTICLE 111. TERM Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until a termination under Section 12.2. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.2. Section 3.2. Termination of Lease Term. The Lease Tenn with respect to any Lease will terminate upon the occurrence of the first of the following events: (a) the payment of the Prepayment Price by Lessee pursuant to Article V; (b) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or (c) the payment of all Rental Payments by Lessee and all other amounts required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule set forth in Exhibit A. A portion of each Rental Payment is paid as Interest as specified in the Payment Schedule of each Lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor at such places as Lessor may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. General Obligation and Pledge. The obligations of Lessee, including its obligation to pay the Rental Payments and all other amounts hereunder, shall constitute a general obligation of Lessee and is not subject to annual appropriation. Lessee hereby pledges its full faith and credit and taxing power to the payment of all Rental Payments and other amounts payable hereunder. Lessee hereby covenants to levy and collect such taxes as and when such taxes become necessary in order to provide sufficient funds to pay the Rental Payments and all other amounts payable hereunder. Section 4.3. Unconditional Rental Pavments. Lessee's obligation to make Rental Payments and any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. Lessee shall not assert any right of set -off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment, or the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee obtains its operating and /or capital funds to appropriate money for Rental Payments. Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. 5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1