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discharge your obligations under this Agreement. Notwithstanding
<br />any provision ofthis Agreement to the contrary, wnand you agree
<br />that, In the event that prior to the commencement of any of your
<br />0ouo| years you du not have sufficient funds appropriated to moma
<br />the Payments due under this Agreement for such fiscal year, you
<br />will have the option nfterminating this Agreement euofthe date m
<br />the commencement nfsuch fiscal year Uygiving uusixty (omdays
<br />prior written notice ofyour intent mterminate. Nolater than the last
<br />day of the last fiscal year for which appropriations were made for
<br />the Payments (the "Return oote^), you will ndum to us all of the
<br />Units, otyour sole expense, inaccordance with Section 14.and this
<br />Agreement will terminate onthe Return Date without penalty or
<br />expense to you and you will not be obligated to pay the Lease
<br />Payments beyond such Doua| year; pmv|dmd, that you will pay all
<br />Payments for which moneys have been appropriated or are
<br />otherwise available; and provided furthar, that you will pay
<br />momh4o'muntkrent otthe rate set Uyunfor each month orpart of
<br />any month that you fall toreturn the Units.
<br />8. lax Warranty You will, odall times, do and perform all acts and
<br />things necessary and within your control toensure that the interest
<br />component ofthe Lease Payments will, for the purposes ofFederal
<br />Income taxation, boexcluded from our gross income. You will not
<br />ponni1 or cause your uN|OaUono under this Agreement to be
<br />guaranteed by the Federal Government o, any branch or
<br />instrumentality of the Federal Government. You will use the Units
<br />for the purpose of performing one or more of your governmental
<br />functions consistent with the scope nfyour authority and not many
<br />trade nrbusiness carried onbyaperson other than you. You will
<br />mpud this Agreement to the Internal Revenue Gnmicm by filing
<br />Form $03oG.8O3&8CoruO3n.aoapplicable. Failure mdomvwill
<br />cause this Agreement tolose its tax exempt status. You agree that
<br />if the appropriate fbnn is not fi|eu, the interest rate payable under
<br />this Agreement will bmraised tvthe equivalent taxable Interest rate.
<br />|fthe use, possession oracquisition ofthe Units |odetermined tobe
<br />subject to tamnUon, you will pay when due all taxes and
<br />governmental charges assessed nrlevied against nrwith respect w
<br />the Units.
<br />9. Assignment You may not, without our prior written consent, by
<br />operation uflaw nrotherwise, assign, transfer, pledge, hypothecate
<br />or otherwise dispose of your nght. UUn and interest in and to this
<br />Agreement and/or the Units and/or grant or assign a security
<br />Interest |nthis Agreement and/or the Units, |nwhole orinporLWe
<br />may not tmnsfer, uaU, aauign, p|edge, hypoth*oate, or otherwise
<br />dispose of our r|ght. title and interest in and to this Agreement
<br />and/or the Units and/or grant or assign w security interest |nthis
<br />Agreement and/or the Units, |nwhole or|npart.
<br />10. Indemnity Tuthe extent permitted Uylaw, you omoumo liability fo,,
<br />agree to and do indomnify, protect and ko|U harmless uoand our
<br />amp|oyeem, offioom, directors and agents from and against any and
<br />all ||ebi||§en. obligations, |nunmo. damages, |njuhoo, da|mo,
<br />dnmandn, pmnaltieo, act|une, costs and expenses (including
<br />reasonable a0omoy'wfemo).ofwhatsoever kind and nature, arising
<br />out of the use, condition (|no|udinQ, but not limited N. latent and
<br />other defects and whether o, not discoverable by you or us),
<br />opomtiun, owneruh|p, oo|oction, delivery, mnno80. |oou|ng or return
<br />of any item of Un|ts, egord|ona of whem, how and by whom
<br />openawd, or any failure on your part to accept the Units or
<br />otherwise to perform or comply with any conditions of this
<br />Agreement.
<br />1t1i.Insurance; Loss and Damage You bear the entire risk ovloss,
<br />theft, destruction or damage to the Units from any cause
<br />whatsoever. No (*oa, tKaft, destruction or damage of the Units will
<br />relieve you ofthe obligation tomake Lease Payments or0operform
<br />any obligation owing under this Agreement. You agree mkeep the
<br />Units insured toprotect all uvour interests, at your expense, for
<br />such risks, in such amounts, in such forms and with such
<br />companies aowm may require, Including but not limited to fire and
<br />extended coverage inounonoe, explosion and oo|Ua|un oovoraUa,
<br />and personal liability and property damage liability insurance. Any
<br />insurance policies relating toloss nrdamage tnthe Units will name
<br />us as |oam payee as our mmmmn may appear and the pmouodo
<br />may beapplied toward the replacement orrepair ofthe Units orthe
<br />satisfaction of the Payments duo under this Agreement. You agree
<br />muse, operate and maintain the Units inaccordance with all laws,
<br />regulations and ordinances and maccordance with the provision uf
<br />any policies of insurance covering the Units, and will not rent the
<br />Units nrpermit the Units tnUeused byanyone other than you. You
<br />agree mkeep the Units ingood repair, working order and condition
<br />and house the Units in suitable uhaUer, and to permit us or our
<br />assigns mInspect the Units otany time and tuotherwise protect our
<br />interests in the Units. If any Unit is customarily covered by a
<br />maintenance agmoment, you will furnish us with e maintenance
<br />agreement byaparty acceptable tous.
<br />12. Default; Remedies An "EvenofDefault" will occur if (a) you fall to
<br />pay any Payment when due and such failure continues for ten (10)
<br />days after the due date for such Payment or(Wyou fail toperform
<br />or nuuanm any other covenant, *onUitinn, or agreement to be
<br />performed or nboenmU by you under this Agreement and such
<br />failure is not cured within twenty (20) days after written notice of
<br />such failure from us. Upon an Event o[Default, we will have all
<br />rights and remedies available under applicable law. In addition, we
<br />may declare all Lease payments due or to become duo during the
<br />fiscal year inwhich the Event nfDefault occurs mhoimmediately
<br />duo and payable by you and/or we may mp000eno the Units by
<br />giving you written notice to deliver the Units to us in the manner
<br />pmvNoU in Section 14. orinthe event you fail mdnmowithin ten
<br />(10) days after receipt vfsuch noticu, and subject to all applicable
<br />laws, wmmay enter upon your premises and take possession ofthe
<br />Units. Further, ifwmfinanced your obligations under any extended
<br />warranty agreement such as on Equipment Protection P|un,
<br />Extended Service Contnuct, Extended Warranty, Customer Service
<br />AAm*mom. Total Maintenance and Repair Agreement or similar
<br />agmoment, we may cancel such extended warranty agreement on
<br />your behalf and mmaivo the refund of the extended warranty
<br />agreement fees that wefinanced but had not received from you aw
<br />pYthe date ofthe Event ofDefault.
<br />13. Miscellaneous This Agreement may not bomodified, amended,
<br />altered mchanged except byawritten agreement signed by you
<br />and us. |nthe event any provision nfthis Agreement Isfound invalid
<br />orunenforceable, the remaining provisions will remain infull force
<br />and effect. This Agreement, together with exhibits, constitutes the
<br />entire agreement between you and uoand supersedes all prior and
<br />contemporaneous *r|Unga, undamtond|ngu, mgmemenm,
<br />uo||o|teUonn, documents and mpmonntuUnno, m^pm000d or implied.
<br />Any terms and conditions ofany purchase order orother documents
<br />submitted by you in connection with this Agreement which are in
<br />addition to or inconsistent with the terms and conditions of this
<br />Agreement will not be binding on us and will not apply to this
<br />Agreement. You agree that we may correct patent errors in this
<br />Agreement and fill inblanks including, for example, correcting or
<br />filling In anrio| numhem. V|N numhom, and dates. Any noUona
<br />required to be given undo, this Agreement will be given to the
<br />parties mwriting and by certified mo|| at the uddnmo provided in this
<br />AOmemont, or to such other uddmumoo as each party may
<br />ouhoUmte bynotice to the other, which notice will be effective upon
<br />its receipt.
<br />14. Title; Return ofUnits Notwithstanding our designation ���or,"
<br />wodonot own the Units. Legal title mthe Units will be In you so
<br />long as an Event of Default has not occurred, and you have not
<br />unGovernmental Equipment Lease -Purchase Agreement 463968113/03120241*32* ^mRef. ,m2653
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