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HomeMy WebLinkAboutRES 643 Draft 01 1980-1984R O ~4 County of Hawaii - State of Hawaii Resolution 6JHEREAS, Section 10-11 of the County Charter provides that any contract, lease or other obligation requiring payment of funds from appropriations of a later fiscal year or of more than one fiscal year be approved by resolution of the Council; and WHEREAS, the County has taken delivery of a five-place Hughes .helicopter to be used by the Fire Department and other agencies, and desires to pay for the helicopter in 72 monthly installments; and WHEREAS, the County is financing the purchase of this helicopter through First Hawaiian Bank by extension of Lease Agreement No. 793, a copy of which is attached; NOtd THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that i't approves Lease Agreement No. 793 with First Hawaiian Bank, which provides for 72 monthly payments and that sufficient funds be appropriated in future fiscal years to cover the obligation of the County. Dated at Hilo, Hawaii, this 8th day of June 1983. INTRODUCED BY: ~'tJ'vK...-t~ 't- 000NCTL MEMBER COUNTY OF HAWAII ROLL CALL VOTE COUNTY COUNCIL AYE County of Hawaii Dahlne.g x Hilo, Hawaii ~ ~„:, iii x Domingo x I hereby certify that the foregoing RESOLUTION was by the vote indicated to Foiii x the right hereof adopted by the COUNCIL of the County of Hawaii on Hale x June 8 , 19 83 Kawahaea x ................................................................................................................ ui x Schulte x ATTEST: ~ ~~. „__...,,., x / / Reference: r ~• ~ , ~'AJ!/(/„~`/ M.B. No. _ COUNTY CL K~ AIRMAN & R SIDING OFFICER 6~3 8a) RESOLUTIONNO. _- ~ /~ DEPARTMENT OF FINANCE COUN'T'Y OF HAWAII H1L0, HAWAII Date June 10. 1983 MEMORANDUM TO: County Clerk FROM: Purchasing (2i vision SUBJECT: Resolution 643 83 Per your request, attached are copies of fully executed lease documents for First Hawaiian Bank Lease No. 793. ~C~iCi ~M PURCHASING AGENT, UNTY OF HAWAII ~ETAIL INSTALLMENT CONTRACT FIRST HAWAIIAN BAIJK P. O. Box 3200 Honolulu, Hawaii 96847 ~.1'z~z Lease No. 793 Lessee: (Name) COUNTY OF HAk'AII (Address) 25 Aupuni Street, Hilo, Hawaii 96720 Phone No(s): Federal I.D. No. Hawaii G.E. Tax No. Kind of Business (Check one): Proprietorship ^ Partnership or Joint Venture ^ Corporation Muni Ci pal i ty 1. LEASE AGREEMENT, First Hawaiian Bank (the "Lessor") hereby agrees to lease to the above-described Lessee, and the Lessee agrees to lease from the Lessor, all the machinery, equipment and other personal property ("Equipment")-described in the equipment lease schedules ("Equipment Lease Schedules")which are or may from time to time hereafter be executed by the Lessor and the Lessee and attached hereto and incorporated by reference, upon the terms and conditions set forth herein and the Equipment Lease Schedules, all of which constitute one undivided lease of the Equipment. All of the terms, covenants and conditions of this Lease shall govern the rights and obligations of the Lessor and the Lessee, except as speciTically modified in writing. 2. LEASE TERM. This Lease shall become effective upon the execution of this Lease by the parties and shall terminate upon the full performance and satisfaction of all of the terms, conditions and covenants set forth in this Lease. The Rental Tenn far each item of Equipment is provided in the Equipment Lease Schedule. ' 3. RENT. The Lessee shall pay to the Lessor the amount of rent set forth in the Equipment Lease Schedules on the dates specified therein; provided, however, if the actual acquisition cost ("Capitalized Cost") of the Equipment differs from the amount set forth in the Equipment Lease Schedules, the Lessor may adjust the amount of rent based on the amount of any such difference. The method of adjusting the rent is set forth in the Equipment Lease Schedules. As used in this Lease, the tens "actual Capitalized Cost" means the cosf to the Lessor of purchasing and delivering the Equipment to the Lessee. Interim rental shall be paid by the Lessee to the Lessor as provided in the Equipment Lease Schedules. All rental payments shall be paid at the office of the Lessor or such other place as the Lessor may hereafter specity in writing to the Lessee. If the Lessor's interest in this Lease is assigned to a third party, all rental payments shall be paid at the office of the assignee or such place as the assignee may hereafter specify in writing to the Lessee. The Lessee shall pay all rent to the Lessor or the Lessor's assignee without deduction, setoff or demand, and the amount of such rent shall not be reduced in amount during any period in which the Equipment is being serviced or repaired. In addition to the rental payments, the Lessee shall pay such other sums as are specified in this Lease. 4. GENERAL EXCISE TAX. The Lessee shall pay to the Lessor, as additional rent, at the time and together with each payment ct rent, an amount equal to the gross income taxes payable by the Lessor under the Hawaii general excise tax law, or any similar state, federeJ or county law which may be hereafter enacted, on account of the receipt by the Lessor of such payment of rent. 5. LATE CHARGES. If any rental payment is not paid within ten (10) days after such rental payment shall become due. the Lessee shall pay to the Lessor, as a late charge, the lesser of (1) five percent (5°0) of the delinquent rental payment, or (2) Fve Dollars (55.00) (or such higher monetary amount as may be permitted by law at the time of such delinquency). 6. REGISTRATION, LICENSE, EXPENSES, FEES AND TAXES ON EQUIPMENT, The Lessee shall pay all expenses incurred in the use and operation of the Equipment, including all registration and license fees. fuel and maintenance expenses, repairs, towing charges. fines, penalties, personal property and other ad valorem taxes and all assessments and other governmental charges payable on the Equipment or on the possession and use thereof. The Lessee shall reimburse and hold the Lessor harmless for any and all amcunts the Lessor may pay in satisfaction, release or discharge thereof. 7. SELECTION, DELIVERY AND INSTALLATION COSTS OF EQUIPMENT. (a) Selection of Equipment. The Lessee hereby acknowledges that ifhas selected the type and quantity bf the Equipment. !hat it (the Lessee) has selected the Equipment solely in reliance on the manufacturer's and/or dealer's warranties and representations, and that the Lessor has not made any repBSehia[ipns t0 the Lessee COnCEming the use, Condition, Operation, effigiengy Or safety Of the Equipment. The Lessee also acknowledges that the salesmen orother agents of the manutacfurerand/or dealer (sometimes hereafter referred to as the ~' Vendor") are not the agents of the Lessor, and therefore, are not authorized to waive or alter any term, covenant or condition of this Lease. (b) Delivery of Equipment The Lessor will order the Equipment from the Vendor selected by the Lessee for delivery to the Lessee (based on shipment terms determined by the Lessee) at the time and place set forth in the Equipment Lease Schedule. If the Vendor tails to meet the Outside Delivery Date set forth in the Equipment Lease Schedule, either the Lessor or the Lessee may, at its option, terminate the Equipment Lease Schedule by giving the other written notice thereof within ten (10) days after the expiration of the Outside Delivery Date: provided, however. the termination o1 the Equipment Lease Schedule shall not relieve the Lessee of its obligation to pay any accruee but unpaid Cartying Charges (as defined in the Equipment Lease Schedule) owed to the Lessor. (c) Delivery and Installation Costs. The Lessee shall pay all transportation costs, sales. excise or use taxes, handling and installation charges for the Equipment: provided, however, if such charges are advanced by the Lessor, the Lessee shall have the option of Having the amount of such charges added to the Caprtalaed Cost of ;he Equipment. B. INSPECTION AND ACCEPTANCE OF EQUIPh1ENT; REJECTION. (a) The Lessee shall make. at its own expense. au necessary inspections antl tests of the Equipment l0 determine whe!her the Equipment conforms to the Lessees regwrements and saeat~caoons within the Inspection Penod specified m the Equpment Lease Schedule. (b) Unless the Equipment is re;ecteg pursuant to parag•apn 91c1 b?!ew. the Lessee shall promptly deuver to the Lessor an exruteg Acceptance Certifcate Ithe ~-Accep:ance Cem(~cate~~) upon ;rte cgmp~-e:~o^ of ~!s inspac:ion c! :he Egwpment. THE LESSEE HEREBY AGREES NCT TO PUT THE ECUIPh!ENT TO ITS INTENCED USE OTHER THAN FOR INSPECTION AND TESTItJG PUFPCSES PFICR 70 THE EXECUTION A.ND CELI`JERV OF THE ACCEPTANCE CERTIFICATE TO THE LESSOR IF THE LESSEE fNI~~S TJ OELIVE'r. THE ACCEPTANCE CERTIF;CATE. OR IF THE LESSEE GOES NOT REJECT THE EOUIPt,'ENT PURSUAtJT TC PARA- GRAPH 8,ci BELO'r J. PRIOP TO THE EXPIRATION OF THE INSPECTION PERIGD. IT SHALL EE CONCLUSIVELY P2ESV .1c EETWEEN THE LESSOR AND THE LES_SE=SHAT THE EOUIP..`dENT_.~':?S DELIYEFED TO THE LESSEE IN GOOD CC'JDITIGN Af:C THAT R HAS BEEN ACCEPTED BY 7HE'LESSEE. Iq The Lessee may reject the Ewipment d such re;ecion ~s permired untler the Hawaii Urnform Commercial Cxe or are c:^er appl~capie law ggveming the~sale of goods- If the Lessee elects to re;ect the Ecuipment, the Lessee agrees p) to prompuy nputy :na Lasser a^d the Vendor rn wining that the Equipment has Deen releC,ed and the reasons therefor, pi) to cooperate wrtn the Lessor m c;,rs.p;ying a<f^, a::ne Lesse_-sown excense. all ar pl~(able laws dealing with the obl~ggt~ons of a purchaser in re;eCmg the Egwpment. and pin to icdem.^.. `, a-g hGg narrnless the Lessor from au Cairns, tlamaoes. anions. costs and expenses IinauC~ng attomeys~ fees) and IiaDihUes ansing out o! c• _.,.;nec:ea v:nn the re;=cupn of the Equfptrent'by the Lessee. n r ~, ?. WARRANTIES. .•.` •'°•. 1., :i ,• U tai No t~ssor's Warranties. THE LESSOR,-NOT BEING THE h!ANUFACTURER OF TY.E EOUIP~!ENT NOR THE L1A':UF:.C- TUFER~$ AGENT, b!AKE$ NO EXPRESS OR IMPLIED ~'r'ARRANTI' OF A.NY KIND t'JHATSCEYER VJITH P.ESPECT TG THE EG'JIO- `.1ENT INCL'JDI'JG 6UT NOT LIMITED TO. THE h'.ERCHANTABIUT\' OFTHE ECUIPh1ENT OR ITS FITNESS FOR ANY PARTICUL-= PURPOSE. THE DESIGN OR THE CONDITION OF THE EOUIPht'cNT. THE ::OnKh1ANSHIP OF THE EQUIPMENT: CC•'.1PLIANCE CF THE EQUIPrdENT :PITH THE RECUIFE".1ENT5 OF ANY LA': J. RULE. SPECIFICATION OR CONTRACT PERTAINING THERETO: CR Arty DEFECTS'CJHATSGEVER, IT EEItJG UNDERS7000 THAT 7He" ECU!P ,1ENT IS BEING LEASED TO THE LESSEE 'AS IS COMMERCIAL EQUIPMENT LEASE AGREEMENT (b) Vendors Warranties to be in~u of All Others. THE LESSEE HEREBY AC.../ES THAT THE VENDOR'S EQUIPMENT WARRANTIES SHALL BE IN LIEU OF ALL OTHERS. EXPRESSED OR IMPLIED. DURING THE TERM OF THIS LEASE. AND THAT THE LESSOR SHALL NOT BE LIABLE TO THE LESSEE FOR THE LOSS OF ANY PROFITS. LOSS OF WORKING TIME. INJURY TO ANY PERSON OR PROPERTY, LOSS OF BUSINESS OR ANV OTHER DAMAGES. DIRECTOR INDIRECT. SPECIAL. CONSEQUENTIAL OR OTHERWISE CAUSED OR RESULTING FROM THE POSSESSION, USE AND LOSS OF USE OFTHE EQUIPMENT; THE LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE VENDOR. The Lessor agrees to assign solely for the purpose of assisting the Lessee in the assertion of his claim, all of the Lessor' S rights to any Vendor warranties on the Equipment. All claims pr actions under any Vendor warranties shall be made by the Lessee, at its own expense, and the Lessor shall have no obligation to make any Cairn on any such wamanry; provided, however, if to the extent any breach of warranty results in damage or liability to the Lessor or the Lessor's interest in the Equipment. Lessor may, but shall not be under any obligation to. make or prosecute a claim or action in aCdition to or in lieu of any claim or action by the Lessee. (c) Notwithstanding any claim which may be asserted Dy the Lessee against the Vendor, the Lessee shall pay to the Lessor all rent payadle under this Lease. the Lessee's obligation to pay all such rent Ceing absolute and unconditional. Any proceeds recovered by the Lessee from any such claim against the Vendor of the Equipment shall lirst be used to repair the affected Equipment. 10. TITLE TO AND LOCATION OF EQUIPMENT; NO ATTACHMENT TO REALTY; NOTICE OF OWNERSHIP; ADVERTISE- MENTS. (a) Ttle to the Equipment Shall remain with the Lessor at all times dntl the Lessee Shall have n0 right, title Or interest herein except a5 expressly set forth in this Lease. (b) The Equipment shall at all times be and remain personal property even though the Equipment may now or hereaher be affixed to realty. (c) The Equipment shall be delivered to the location specified in the appropriate Equipment Lease Schedule and shall not thereafter he removed from such location without the written consent of the Lessor. (d) TheLessor Shall be permitted to display notice of its ownership of the Equipment by affixingto the Equipment an identifying stencil or plate or any other indicia of ownership, and the Lessee shall not alter, deface, cover or remove such ownership identification. (e) Notwithstanding any provision to the contrary, the Lessee may affix advertisements or insignia of the Lessee's design tp the Equipment but the Lessee shall, upon the expiration of the Rental Tenn, restore the Equipment to its original condition prior to the installation thereof and remove all evidence of the same: all expenses for the installation and removal of the same shall be home by the Lassee. 17. INSURANCE: NOTICE OF ACCIDENTS AND COOPERATION. The Lessee agrees to provide and maintain at its sole expense: (a) A policy of public liability insurance issued by a financially responsible and substantial insurer which (1) insures the Lessor. the Lessee and the Lessee's agents, servants and employees with respect to their liability for injury to persons and damage to property of persons resulting from or arising put of the operation of the Equipment. (2) names the Lessor as an additional insured. (3) provides products liability coverage (if requested by the Lessor) and (4) shall be in such amounts as are reasonably satisfactory to the Lessor. (b) A policy of insurance issued by a financially responsible and substantial insurer insuring the Equipment against all hazards requested bythe Lessor, including butnot limited to, tire, lightning, explosion, smoke damage, theft, vandalism and malicious mischief. water damage. transportation hazards, and extended coverage. Such insurance shall name the Lessor as the loss payee and shall be in such amounts as are reasonably satisfactory to the Lessor; all proceeds from such insurance shall be credited by the Lessor toward the lessee s obligations under paragraph 12 below, and it is understood and agreed by the Lessee that the balance of the proceeds, it any, shall be the property of the Lessee. (c) THE LESSEE SHALL BE FREE TO PROCURE THE INSURANCE REQUIRED BY THIS LEASE FROM ANY INSURANCE COMPANY AUTHORIZED TO DO BUSINESS IN THE STATE OF HAWAII; PROVIDED. HOWEVER. THE LESSOR RESERVES ITS RIGHT TO APPROVE OR DISAPPROVE THE INSURANCE COMPANY SELECTED BY THE LESSEE TO UNDERWRITE THE INSUR- ANCE. All insurance shall be in farce not only during the Rental Term of the Equipment, but from the date of execution of the Equipment Lease Schedule. or, if the Equipment is ordered from a Vendor, from the date risk of loss passes from the Vendor until the date the Equipment is returned to the Lessor at its place of business or other place designated by the Lessor for the return of the Equipment (or, in case the Equipment is lost or destroyed, until the Lessee s obligations are terminated pursuant to paragraph 12 below). All insurance shall provide for a thirty-day prior written notice to the lessor of any cancellation or change in coverage. The Lessee shall furnish the Lessor with a certificate or other satisfactory evidence of the maintenance of all insurance required hereunder. Nonvithstandingfhe foregoing, the Lessee shall have a continuing duty to inform the Lessor of the cancellation of any insurance required herein. The Lessee hereby irrevocably appoints the Lessor as its attorney in tact with full power to negotiate. prosecute, or settle or compromise all claims or actions under or pursuant to such insurance policies. and to execute in the name of the Lessee any proofs of claim or loss, and to indorse in the name of the Lessee on any settlement, draft or check. The Lessee shall cooperate in the prosecution of all claims. The lessee shall also provide and pay for any other insurance or bond that may be required by any governmental authority as a condition to, or in connection with, the Lessee's use of the Equipment. In the event the Equipment is involved in any accident, damaged, stolen or destroyed, the Lessee shall report the same to the Lessor in writing within 24 hours, and the Lessee agrees to cooperate fully with the Lessor and any insurance carriers in the investigation and defense of any and all claims or suits arising from the Lessees operation or use of the Equipment. The Equipment shall not be used by any person, in any manner, or for any purpose that would cause any insurance required herein to be suspended, cancelled, rendered inapplicable or increased in cost. 12. LOSS, DAMAGE TO OR DESTRUCTION OF EQUIPRIENT. (a) The Lessee shall bear the risk of loss. damage to or destruction ("Lass") of the Equipment, whether resulting from fire, theft. collision, governmental action or any cause whatsoever, and regardless of whether the loss is covered by insurance or not. from the date of execution of the Equipment Lease Schedule (or if the Equipment is ordered from a Vendor, then from the date risk of loss passes from the Vendor) until the Equipment is returned to the Lessor upon the expiration of the Rental Term or earner termination of this Lease. (b) ANY LOSS OF THE EQUIPMENT SHALL NOT RELIEVE THE LESSEE OF ANY OBLIGATIONS UNDER THIS LEASE. INCLUDING ITS OBLIGATION TO PAY RENT, UNLESS AND UNTIL THE LESSEES OBLIGATIONS ARE TERMINATED BY THE LESSOR PURSUANT TO PARAGRAPH 12(d) BELOW. (c) If the Equipment is damaged. the Lessee shall promptly repair the same at its own expense. When such damage has been repaired to the satisfaction of the Lessor and paid for, there shall be Paid or crepitetl to the account of the Lessee. any money received by the Lessor on axount of any insurance policy maintained by the Lessee with respect to such damage under paragraph 11 above. (d) If any Equipment is stolen, lost. confiscated or damaged beyond repay, the Lessee shall pay the Lessor, in cash. the ~~Casualry Loss Value" specified in the Equipment Lease Schedule, less the amount. d any, to be refunCed to the Lessee under Sec::cn »76-27 of the Hawaii Revised Statutes. as amended. Upon the receipt of such payment. the Lessor shall, subject to the rights of any insurer prpviding coverage on the Loss. transfer to the lessee all of the Lessors interest in the Equipment subject to the Loss (on an "as is" basis) and the rent payable to the Lessor under this Lease shall be reduced by the amount of rent atthbutable to such Equipment. t3. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. It ;he Lessee shall fail to perorm promptly any of rts cpl~dations under this Lease. the Lessor may, at its option, perform any act or make any payment which the Lessor deems necessary for the maintenance and preservation of the Equipment and the Lessors title tnoseto. incluCmg payments for satisfaction of liens. repairs, taxes. IevieS, and insuranpe, rind all sums paid Of.inCUrred by the LesSJf in CJn neC:'on thele'a'dh. shrill be ddddiOndl rent Under this LedSe rind payable by the Lessee to the Lessor on demand. The performance of any act or payment by the Lessor shall not be deemed a waiver or release Ot any Obligation Or default on the part of the Lessee. t4. SECURfiY DEPOSIT. Upon the execution of this Lease the Lessee shall Ceposit •.vdh the Lessor the amount stated in the Ecu~oment Lease Schedules as security for the full and fadhful performance by the Lessee of all terms. covenants and agreements required under this Lease. The Ceposit shall not be construed as rent (unless accepted by the Lessor in writing as rent) or release the lessee of any cciigaticn t0 the Lessor. dntl at any time the Lessor may apply the Same to the payment pf any indebtedness of the Lessee or any loss or expense incurred by the Lessor because of any default by the Lessee ,and the deposit or the balance thereof shall be returned to the Lessee IwithOtlt intere5tl upon per:Ofmdnce by the Lessee Of rill o01iCalicn5 IO lhd Lessd/. ' 15. MAINTENANCE OF EOUIPhC(; ALTEAATION. The Lessee shall at all ~s repair and maintain the Egwpmont in accordance wnh standards of good mamtenance. and at the expration of the Rental Term shall return the EGwpment to the lessor .n good ccerahng condmon. subject to normal wear and tear of the Equipment based on the age and the extent and nature of the use of trio Egwpment. The Lessee may, with the Lessor's consent. alter and remodel the Equipment, and install thereon and remove therefrom any dCCe550fie5 and equipment a5 the Lessee Shall COnSider adv15able for the purpose Of il5 OperaLOnS bu(not in excess Of the manufacturer 5 rated CapaGry Of the Egwpment provided, however, Thal the Lessee shall at the lerminaUOn of this Lease (d 50 required by the Lessor), restdre [he Equipment [O its Original COntlitlOn. SUbledt to normal wear antl tear. All parts 'which ale inCO/pdrafed into the Egwpment Shall b@ the property of the Lessor, and all parts removed therefrom and replaced in the course of repair, alteraUOn and remodelling or restoration thereof, shall be the property of the Lessee. 16. USE OF EQUIPMENT, LESSOR'S INSPECTION AND REPORTS. The Lessee may possess and use the Equipment in accordance with this Lease. provided that any such use is in conformity with all applicable laws, any insurance policy and any manufacturer s wartannes covering the Equipment The Lessor shall have the right, upon reasonable prior notice to the Lessee and during the Lessee's regular business hours, to inspect the Equipment at the premises of the Lessee dreherever the Equipment may be located. The Lessee shall promptly notify the Lessor of all details arising out of any change in location of the Egwpment. any alleged encumbrances thereon or any accident allegedly resulting from the use or operation thereof. 17. LESSEE'S PURCHASE OPTION. It provided in the equipment lease schedule. the lessee shall have an option to purchase the equipment upon the terms and conditions contained therein. t8. SURRENDER OF EQUIPMENT. Upon the expiration of the Rental Term, and subject to the provisions of paragraph 17 above. the Lessee shall, at its awn expense. deliver the Equipment, in good repair, condition and working order, ordinary wear and tear resulting from proper use and maintenance excepted, to the location or person designated by the Lessor for the return of the Equipment. 29. ASSIGNMENT BY LESSOR. (a) The lessee agrees that the Lessor may assign to a third parry (the "Assignees") all or any part of the monies and all claims fcr monies due and to become due to the Lessor under this Lease. and all rights to terminate this lease, and upon the receipt of written notice of such assignment, the Lessee shall pay to the Assignee such assigned monies. and the Lessee's obligation to pay said monies to the Assignee shall be absolute and unconditional and shall not be subject to any defense or offset. Such obligation shall contnue unless and until the Lessee shall have received a written notice from the Assignee that all of the indebtedness secured by such assignment has been paid in }till. , (b) The Assignee shall have no obligations or liability under this Lease by reason of such assignment, but the Lessor shall not be relieved from its obligations hereunder; in no event shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of the Lessor under this Lease. (c) The Lessee acknowledges. consents and agrees that this lease and all rights in and to the Equipment, including the Lessee's right of possession, are subordinate, junior and subject to the right and claims of the Assignee against the Equipment under any mortgage. title retention or other security agreement, whether now existing or hereafter created, including but not limited to the right of the Assignee to repossess or recapture possession of the Equipment. 20. ASSIGNMENT BY LESSEE. The Lessee agrees that it shall not assign, transfer, sublet or lease its rights under this Lease, and will not pledge. mortgage or otherwise encumber the Equipment. 21. DEFAULTS. If the Lessee shall (7) default in the payment of rent or any amount due to the Lessor; (2) default in the observance or performance of any term, covenant or condition of this Lease, and such default shall not have been remedied within the period specified in a written notice to the Lessee of such default: (3) die, or become incompetent or insolvent; (4) fail for any reason to comply with the insurance requirements of this Lease, or if the insurance is cancelled by the Lessee prior to the termination of this Lease; (5) create any lien or encumbrance on the Equipment; orif (6) a proceeding in bankruptcy, receivership, reorganization or insolventy i5 instituted by or against the Lessee or his property, or the Lessee makes an assignment forthe benefitof his creditors; or (7) the Equipment is involuntarily transferred by operation of law, confiscated, attached, seized or threatened with confiscation, attachment or seizure; or if (6) the Lessee shall be in default under any other lease between the Lessor and the Lessee and any applicable grace period therefor nos expired; orif (9) the Lessee shall engage in any act or activitywhich, in the Lessor's exclusivejudgment, shall in anyway prejudice or render insecure the Lessor's rights in the Equipment. THEN in any of such events, the Lessor may terminate this lease, or, at its election, exercise any one or more of the following remedies. with or without terminating this Lease: (a) Recover from the Lessee the sum of all rent and other sums due and to become due to the Lessor (with each rental payment being discounted from its due date to its corresponding present value based on a rate of interest equal to two percentage points below the Lease Rate specified in the Equipment Lease Schedule); (b) Enter upon the Lessee's premises and take possession of the Equipment, without notice or demand and without any court order or other process of law. The Lessee hereby waives any damages occasioned by such taking of possession; (c) Lease the Equipment to any other person(s) upon such terms and conditions as the Lessor, in its discretion, shall determine: (d) Self or otherwise dispose of the Equipment in such commercially reasonable manner as the Lessor shall determine; (e) Bring an action for damages or pursue any other remedy provided by law. No right or remedy herein conferred upon or reserved by the Lessor is exclusive, but shall be cumulative and may be enforced separately or concurrently from time to time. The proceeds of any rental or sale of the Equipment, after deducting all costs antl expanses incurred in the repossession, repair, storage, rental or sale. shall be credited to the payment of the Lessee's obligations hereunder. The Lessee shall remain liable for any deficiency. A termination of this Lease shall occur only upon written notice by the Lessor to the Lessee. Regardless of the remedy or remedies pursued by the Lessor, the Lessee shall be liable for all costs of collection, repossession, storage. rental, sale or other charges incurred by the Lessor in enforcing any of its rights hereunder, including reasonable attorney's fees and costs. 22. FORCE MAJEURE_ The Lessor shall not be liable for any delay in delivering the Equipment. or for any failure to perform any provision hereof. resulting from fire or casualty, riot, s Vike or other labor difficulty, governmental regulation or restriction or any cause beyond the Lessors control. - 23. NO WAIVER. The failure of either the Lessor orthe Lessee in any one or more instances to insist upon the performance of any of the terms. covenants or conditions of this Lease. to exercise any right or privilege in this Lease conferred or the waiver of any breach or any term. condition dr covenant of this Lease. shall not be construed as thereafter waiving any such term. condition, covenant. right or privilege. but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. Without limiting ;he foreeoing, the Lessor s acceptance of any partial payments or delinquent payments (and any late charges thereon) shall not be deemed to ee a waiver oy the Lessor of any term, condition orcovenant of this Lease to be performed orebseryed by the Lessee. and the Lessor shall be entitled to pursue any remedy available to it hereunder until the Lessee has fully performed all of its obligations under this Lease. 24. NOTICE. Any notice given under this Lease by the Lessor to the Lessee may be given personally or by certified mail, postage prepaid. addressed to the Lessee at the Lessees address as set forth in this Lese. Any notice given under this lease by the Lessee to the lessor snail he given by sending the same by certified mall, postage prepaid, to the Lessor at its aodress as set forh in this Lease or by serving the same personally at the office of the Lessor. 25. INDEMNIFICATION. The Lessee agrees to indemnify and hold harmless the lessor. its successors and assigns. trcm ail losses. damages, injuries. claims. tlemands. costs and expenses. (including attorney s fees incurretl by the Lessor in the defense cf any claims or acnons). arising out of the condition. maintenance. use or operation of the Equipment during the term of this Lease. ~nciuding without limitation, losses. Camages, claims, costs. expenses and liabilities arising !rpm the death or injury of any person or damage to any prddery. regardless Of whether such losses. damages. COSIS. expenses or liabilities were actually or allegedly caused wholly or in part by the neg5gence of the Lessor or any of its agents or employees. 26. FURTHER ASSURANCES. The Lessee shall execute and deliver to the Lessor upon the Lessor's request, such instruments 3r.d dsSUrdnces a5 the Les$dr deems necessary fill the CdnfirtTldtiOn Or perfection Of IhiS Lease and the LesSOf s rights hereunder. In 'urtherande thereof, the Lessor may file or record ;his Lease or a financing statement with respect thereto so 35 to give notice to any interested panes. Any such tiling or recprding shall not be deemed evidence of any intention to create a security interest under the Undorm Commercml Code. 27. HALYAII LAW, SEVERABILITY. This Lease and the rights and pciigauons of the parties hereunder shall be construetl. ~n;eroretetl ono determined by the laws of the State of Hawaii. II any provison of this Lease snarl be declared illegal or contrary to law, rt Is CCr..•inue0 Cn : ecerse srae ( ~ ^^ /~ a4ree0 That such provision shall be disregarded~l this Lease shall continue in force as though` '~ provision had not been incorporated h:;rem. ~J 28. LIMITATION ON INTEREST PAYMENTS. Notwithstanding any provision to the contrary. any payments in the nature of interest made by the Lessee shall in no event, contingency or wrcumstance exceed the mawmum perrnmed under the laws of the State of Hawaii. It any such payment shall involve transcending the limits of validity prescribed by law, then, automatically, the Lessee's obligation for such payment shall be reduced to the limit of such validity prescribed by law. Notwithstanding the foregoing limitation, it it is determined at the termination of this Lease that any excess interest has been received, the Same Shall be tleemed to have been held as additional security. The foregoing provisions shall never be superseded or waivetl and shall control every other provision of all agreements between the Lessor and the Lessee. 29. GENERAL PROVISIONS. This lease shall be binding upon and inure to the benelit of the respective personal representatives, successors and permitted assigns of the parties hereto. The use of any gender shall include all genders. The obligations of all persons signing this Lease as Lessee shall be joint and several. 30. NATURE OF TRANSACTION. The parties have caused the words "Retail Installment Contract" to be printed at the top and in the contract hereof and have caused the seoofCeroo the Buyer" and other disclosures to be made in this Lease solely for the purpo p tectin9 the interest of the Lessor if the transaction evidenced by this Lease is deemed to be a "retail installment sale" within the meaning of Chapter 476 of the Hawaii Revised Statutes, as amended. T; IN WITNESS WHEREOF, the parties have executed this instrument on this 9 day of UMW , 19 Q~ .THE LESSEE HEREBY ACKNOWLEDGES RECEIPT OF A SIGNED COPY OF T IS CONTRACT. NOTICE TO THE BUYER ~. Do not sign this contract before you read it or it it contains any blank space. 2. You are entitled to a completely filled in copy' of this contract when you sign it. . 3. Under the law, you have the following rights, among others: (a) To pay off in advance the full amount due and to obtain a partial refund of the finance charge, if paid in advance; (b) Under certain conditions, to redeem the property it repossessed for a default. RETAIL INSTALLMENT CONTRACT COUNTY OF WAII FIRST H AIIAN B By ~aM~ By '~ Its LESSOR ItsX, ?~':+ jOr LESSEE *This Lease also includes Equipment Lease Schedu1983~ which areaattached Rider No. 1, both dated ~(!~E 9 hereto. AP~fi~'~~~ as to FOR anc? I EvAi ITY c n~o~~ r ~~a c,_ ~_~r~~ cour-;T~r ~,= r~~~.v~.n J U Pd G 8 1983 Date ..---°-------------._..._....__...-.._.. 0 0 LEASE RIDER N0. Commercial Equipment Lease Agreement No. 793 dated QiJ.tiiL 9 1983 (the "Lease") is amended by adding the following: 1. Re-Affirmation of Lease; Appropriation of Funds. a. At the commencement of each fiscal year of the Lessee, the Lessee shall re-affirm to the Lessor in writing the continuation of this Lease. If the Lessee does not re-affirm the continuation of this Lease, the Lessee shall return the Equipment to the Lessor at the time and place designated by the Lessor. The Lessor shall thereupon sell the Equipment in a commercially reasonable manner at the best available price, given the surrounding circumstances of any such sale. The Lessee shall bear all costs and ex- penses of sale incurred by the Lessor, including caithout limitation, advertising costs, transportation costs, long- distance telephone charges, and documentary transfer costs. b. The lease balance payable to the Lessor in the event of an early termination of this Lease is shown in Ex- hibit "A" attached hereto and made a part hereof, with the amount payable set forth opposite the month in which the ter- mination occurs. Interest shall accrue on the lease•balance from the date this Lease is terminated until the date the Equipment is sold at the rate of ten percent (10~) per annum. If requested by the Lessor., such interest shall be payable at least monthly on demand. As used in subparagraph c below, the term "Termination Lease Balance" shall mean the sum of the lease balance shown in Exhibit "A" and the amount of accrued interest. c. Upon the sale of the Equipment, the Lessee shall pay to the Lessor any deficiency balance remaining after deducting from the Termination Lease Balance the net proceeds of sale received by the Lessor from the sale of the Equipment. Any interest paid by the Lessee prior to the date of sale pursuant to subparagraph b above shall be credited to the account of the Lessee. If the net proceeds of sale shall exceed the Termination Lease Balance, the sur- plus shall be the property of the Lessee. d. The Lessee warrants that an appropriation of funds covering the lease rent and operating costs for the current fiscal year has been authorized in compliance with all applicable state and county laws. This warranty shall be re-affirmed when the continuation of this Lease is re-. affirmed by the Lessee at the commencement of each fiscal year. e. The Lessee shall not terminate this Lease prior to the expiration of the lease term for the purpose of re- placing the Equipment with a helicopter acquired from a third party. 0 0 2. Option to Purchase. Paragraph 12 of the Equip- ment Lease Schedule relating to the Lessee's purchase option right shall be amended by adding the following: If the Lessee shall not be in default under any provisions of the Commercial Equipment Lease and the Lessee shall have given the Lessor sixty (60) days' prior written notice of its intention to exercise the option granted herein, the Lessee shall have the option to purchase the Equipment at any time during the lease term, on an "as is" basis, for the amount shown as the lease balance for the month in which the Equip- ment shall be purchased by the Lessee, plus the amount of any applicable Hawaii general excise tax thereon. 3. Insurance. With respect to the insurance require- ments described in paragraph 11, the Lessee shall maintain during the term of this Lease (a) public liability insurance in an amount equal to $10,000,000.00 per occurrence for per- sonal and property damages and (b) "all risk" hull insurance in an amount equal to the full replacement cost of the Equip- ment. Notwithstanding the provisions of paragraph 11, the Lessee shall maintain such insurance in effect until the Equipment is sold by the Lessor pursuant to paragraph 1 above. 4. Registration of Title. The Lessor authorizes the Lessee to register the Equipment with the Federal Aviation Administration in full compliance with all applicable laws and regulations. COUNTY OF HAWAII ~., :~ -- ---- ------- ---------- J U ^1 G 8 1983 Date .____.______ By „~, Its T^3cvOr FIRST HAS9AIIAN BANK By ~ Its -2- j1 EXHIBIT "A" O FHB - EQU~rP MENT LEASE SCHEDULE OF .VALUES LESSEE: COUNTY OF HAWAII LEASE N0: 793 CAP. COST X376,240.00 pMT. N0. DUE DATE BALANCE pl 06/83 369328.47 02 07/83 365492.95 03 08/83 361625.48 04 09/83 357725.80 05 10/83 353793.64 06 11/83 349828.73 07 12/83 345830.80 O8 01/84 341799.57 09 02/84 337734.77. 10 03/84 333636.11 11 04/84 329503.32 12 05/84 325336.11 13 06/84 321134.19 14 07/84 316897.27 15 08/84 312625.06 16 09/84 308317.27 17 10/84 303973.60 18 11/84 299593.76 19 12/84 295177.44 20 01/85 290724.34 P1 02/85 286234.15 2P 03/85 281706.56 23 04/85 277141.26 24 05/85 272537.94 25 06/85 267896.28 26 07/85 263215.96 P7 08/85 258496.66 P8 09/85 253738.06 29 10/85 248939.82 30 11/85 244101.62 31 12/85 239223.13 32 Ol/86 234304.00 33 02/86 229343.90 34 03/86 224342.49 35 04/86 219299.43 36 05/86 214214.37 37 06/86 209086.96 38 07/86 203916.84 39 <Og/86 198703.66 40 09/86 193447.06 41 10/86 188146.68 42 11/86 182802.16 43 12/86 177413.12 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 o ~~ ~ o 01/87 02/87 03/87 04/87 05/87 06/87 07/87 08/87 09/87 10/87 11/87 12/87 01/88 02/88 03/88 04/88 05/88 06/88 07/88 08/88 09/88 10/88 11/88 12/88 01/89 02/89 03/89 04/89 05/89 171979.20 166500.02 160975.21 155404.39 149787.17 144123.16 138411.98 132653.23 126846.52 121991.45 115087.61 109134.60 103132.01 97079.43 90976.44 84822.62 78617.55 72360.80 66051.94 59690.53 53276.14 46808.33 40286.65 33710.65 27079.88 20393.89 13652.21 6854.38 1.00 RST HAWAIIAN BANK 0. Box 3200 nolulu, Hawaii 96847 25 Aupuni Street Hilo Citp Address Telephone No. HI 96720 State Zip - Quantity ~^~ No• Equipment (Aianufacturer, T)•pe, Model No., Description) Acquisition Cost ("Capitalized Cost" of Equipment) u9 es assenger a 402 153.85 See Attached Helico ter Exhibit A 4°o Tax 16 086.15 Less Lessee Downpayment 42 000.00 Total Capitalized Cost of Equipment- E 376 240.00 This Acceptance Certificate pertains to all or a portion of the Equipment covered by Master Lease Agreement No. 793 ,dated 19 83 .The Tiaster Lease Agreement and all Equipment Lease Schedules attached thereto are hereinafter called the "Lease". 1. Acceptance of Equipment. The Lessee hereby certifies to the Lessor that (1) all of the Equipment described above and in any Exhibit A" attached hereto, have been delivered and installed and (2) that the Lessee has accepted the Equipment as being satisfactory in all respects. 2. Special AcknoR•ledgements. A. The Lessee Acknowledges: i. That the Lessee has selected the type and quantity of the Equipment; that theZessee has selected the Equipment solely in-reliance on the manufacturer's and/or dealers warrantiesand representations; that the Lessor has not made any representations to the Lessee concerning use, condition, operation, efficiency or safety of the Equipment; and that the salesman or other agents of the manufacturer and/or dealer (hereafter referred to as the "Vendor") are not the agents of the Lessor, and therefore, are not authorized to naive or alter any term, covenant or condition of the Lease. 2 THAT THE LESSOR, NOT BEING THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT, MAKES NO EXPRESS OR IMPLIED WARRAIQTY OF ANY KIND «'HAT- SOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIhSITED TO: THE MER- CHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR THE CONDITION OF THE EQUIPMENT; THE ~i'ORKMANSHIP OF THE EQUIPMENT; COItiPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICA- TION OR CONTRACT PERTAINING THERETO; OR ANY- DEFECTS ~4'HATSOEVER; IT BEING UNDER- STOOD THAT THE EQUIPMENT I5 BEING LEASED TO THE LESSEE "A5 IS". B. The Lessee hereby agrees with the Lessor. 1. That the Vendors equipment µ•arranties shall be in lieu of all others, expressed or implied, during the term ofhe Lease, and that the Lessot shall not be liable to the Lessee forthe loss of any profits, loss of ~•orking time, injun~ Lo an}• person or property, loss of business or an}• other damages, direct or indirect, special, consequential or othenrise caused or resulting from the possession, use and loss of use of the equipment; that the Lessee shall make an}• claim on account thereof solely against the Vendor; that the Lessor has agreed to assign solely for the purpose of assisting the Lessee in the assertion ofhis claim, all of the Lessor s rights to any Vendor warranties on the Equipment; that all claims or actions under any Vendor warranties shall be made by the Lessee, at its oµm expense; and that the Lessor shall have no obligation to make any claim on any such warranty; pro~~ded, however, if to the extent any breach of warranty results in damage or liability to the Lessor or the Lessor's interest in the Egnipment, Lessor ma}•, but shall not be under any obligation to, make or prosecute a claim or action in addition to or in lieu of an}• claim or action by the Lessee. 2. That notwithstanding any claim which may be asserted by the Lessee against the Vendor, the Lessee shall pa}•to the Lessor all rent payable under this Lease, the Lessee's obligation to pa}• all such rent being absolute and unconditional. 3. Pa}'ment Authorization. The Lessee hereb}• authorizes the Lessor to pa}• for the Equipment in accordance Kith the terms of an}• purchase orders for the same. G•.~i--,•• -... cs ~~ ever ~ ~: i yi,~. - _ ;~ - _ ,ti ., o ;y;;~ ACCEPTANCE CERTIFICATE O n For 793 Lgdipment Lease Schedule No. LESSEE: Name COUNTY OF~HAWAII DATE:X June n lg 83 COUNTY OF HAWAII (\ o B}• ~_ Its( 'flavor FIRST HAhtAIIAN BANK O RETAIL I1\'STALLl1E:~'T CONTRACT EQUIP11fENT LEASE SCHEDULE :v0. 793 1. DESCRIPTION OF EQUIPBiENT ;'Serial No. Quantity - Equipment (Manutac[tue~. 7}pe, Yodel No., DescriptiaN .. Acquisition Cost ("Capitalized Cost" of Equipment) ug es assenger a 402 153.85 See Attached a lcoo er Exhibit A 4T Tax 16,086.15 I Less Lessee Downoavlren 42 000.00 - Total Capitalized Cos[ of Equipment: S 376 , 240. DO 2. KE\ I'AL TERFI: 72 months The Rental Term ("Rental Term") shall commence on the eailier of (a) date of expiration of the inspection period specified in paragraph 7 below for all Equipment described above, or (b) the date on which the Lessee executes the Acceptance Certificate for such Equipment, and shall continue for the period (number of months) specified above, it being the intention of the parties that the stated Rental Term be the same for all items of Equipment described above. 3.:1i0NTHL.Y RElv"fAL PAYl1fENT: $ 6 ,911 .53 TOTAI. MONTHLY RE1"fAL PAY3fE1VT $ 6 ,911 .53 • LE_~SE FACTOR: 18. 37 PER THOUSAND DOLLARS OF CAPITALIZED COST OF EQUIP'.1IE\"T LEASE RATE: 10.00 9o per annum Upon the commencement of the Rental Term, the Lessee shall pay to the Lessor the Total i/ionthl ~ Rental Pa}-ment specified above. The Lessee hereby acknowledges and agrees that the Total 1lonthly Rental Payment is (i) based upon the total Capitalized Cost of the Equipment shown in paragraph 1 above and the Lease Factor stated above; (ii) is inclusive of the Hawau general excise tax at the rate currently in effect, and (iii) is subject to adjustment if the actual Capitalized Cost of the Equipment differs from the amount set forth in paragraph 1 above, it being understood that the figures stated in paragraph 1 are based on the best information available to the Lessor and the Lessee as of the date hereof. The fast Total 1•Ionthly Rental Payment is due upon the Lessee's execution of this Equipment Lease Schedule: subsequent payments shall be due on the asst day of each consecutive month beginning with the month following the commencement of the Rental Term. fi rst d. CARRYING CHARGES: As an essential inducement to the Lessor to pay to the Equipment vendor(s) all or am• portion of the Capitali2ed Cost of the Equipment prior to the Lessee's acceptance of the Equipment, the Lessee agrees to pay to the Lessor as a cam-ing chazge ("Cam-ing Charge") an amount equal to N A °r per month on all sums advanced by the Lessor to such Equipment vendor(s). The Carr}~ng Charge shall be computed from the date of each advance by the Lessor until the Equipment for tcitich such advance was made is ac~lep2ed or used by the Le: see. Ltnless othern ise prorided herein, t})e Cam•ing Charge shall be due and payable on the //AA day of each consecutive month, commencing on'V/H , 19 OTHER CIL4RGES TO BE P4ID B 'LESSEE (Describe): niform CotrQnercial Code (UCC-l~ Recording fee 6. DELIVERY OF EQLZP\fE\"I` ter The Lessor =_hall order the Equipment fur delixen' to the Lessee on or before (the "Outside Deli~en• Date'). 8 4.00 S o e e erminea ril 22 .19 83 7. I\SPECTIO\ PERIOD: The Lessee shall Kaye a period of Ong t 1 1 ;iacs after deliyen' and irs'.aliation to in=pec::F.- Enuipment. b. LOCATION OF EQLZP~IE\"I`. _ P'usuant to paragraph 9lb) of the Comma..*cial Equipment Le:r`r, the Equipmen: shall be kept at ~.d mall not be removed therefrom ~rithout the written cunx•nt of ;hr Lessor. 9. SECURITY DEPOSIT: S 6,911.53 ]0. C.~SL'ALTT LOSS ~:-',LUE OF EQL~P1fE\'I`. The amount of the Ca=ualtc Loss Valor to br paid b}' the Lesser to the Les=or purKca.^.t to par~ph 1^:d) ~.t ;c: C~,mmercial Equipment Lease for ant• Equipment lust, damaccd. confiscaird ur drstrnc'ed during the P.enta] Tern: i> --; i:•nh in the CasuaJn' Loss Schedule which is at:~chrd hcn•nt :;nd inc„r}~~,rated herein b•: rrfrrencr.:uch amuurt :, :r c de:erninrd according to tht• north in which the lu>~, d:uracr. cun5scati~,n or drtr~ctinn „ccurs. . ,.r, .rev. iv'~:I { , .~i .ry: • 11. OTHER CONDITIONS: O First Hawaiian Bank will assess a charge of $10.00. for each returned check written against insufficient funds. 12. PURCHASE OPTION PRICE: If the Lessee shall not be in default under any provisions of the Commercial Equipment Lease and the Lessee shall have given the Lessor sixty (60) days' prior written notice of its intention to exercise the option granted herein, the Lessee shall have the option to purchase all the Equipment, on an "as is"basis, for the amount specified in the Purchase Option Price Schedule which is attached hereto and incorporated herein by reference, for the month in which the Equipment is purchased by the Lessee, plus the amount of any applicable Hawaii general excise tax thereon. The purchase price for the Equipment -shall be paid in cash or by a cashier's or certified check made payabl o the Lessor. END OF RENTAL TER,II PURCHASE OPTION PRICE: ~~• 00 0 a%) of the actual Capitalized Cost of the Equipment. 13. RETAIL Il~'ST.-+.LL\IE\"I' CONTR.~CT DISCLOSURES: The following information is being furnished to the Lessee solely for the purpose of protecting the interest of the Lessor if the transaction evidenced by the Commercial Equipment Lease and this Equipment Lease Schedule is for an}- reason deemed to be a "retail installment sale" n~thin the meaning of Chapter 476 of the Hawaii Revised Statutes, as amended, and not as admission that a "retail installment sale" was intended or contemplated by the parties. (a) CaA,ShH PgRICpE' g 41 S , 240.00 Value of Trade-In Items (Describe items, if any. fL/ A 1: ~ -0- TOTAL DO~iTN PAY3fENT. --_ (c) UNPAID BALANCE OF CASH PRICE [Item (a) less Item (b)1 (d) Charges for Insurance and other Benefits to Buyer. (e) Official Fees, if any-. UCC-1 Recording Fee (f) PRINCIP.~I. BALANCE [Sum of Items (c), (d) and (e)1: (g) FINANCE CHARGEz (Solely Interest): 10.0 (Equivalent of Annual Percentage Rate of % per annum) (h) TIME BALANCE AND TIh1E SALE PRICE [Sum of Items (f) and (g)]: $ 42,000.00 g 376,240.00 ~ 0 $ 4.00 $ ' $ 121,390.16 ~ 497,634.16 'The amount disclosed as the Cash Price does not include the End of Rental Tenn Purchase 0 tion Price disclosed in paragraph 12 above. The Lessee is advised that ff this Lease is deemed to be a "retail installment contmmct" and it (the Lessee) exercises its nght under Chapter -176 to pay off in advance the full amount due (see Notice to Bu}•er below), the amount oC the End of Rental Tenn Purchase Option Price (discounted to present valve a[ the time oCthe pay off of the full amount due, based on the Lease Rate disclosed in aragraph 3 abovel «iil be added to the Cash Price; the amount of the Cash Price sill therefore vary according to the date on which the full amount due is paid be the Lessee. The amount disclosed as the Finance Charge does not include the amount of ary Carrying Charges (test=ibed in paragraph 4 above) to be paid by the Lessee-prior to the commencement of the Rental Tezm (as def ine~ in paragraph 2 above). The Lessee is advised that the Carrying Charges are based upon tvc unkno~m vazi abl es-the particular item or items of Equipment for which advancPS are made by the Lessor to the 'Jendor and the length of the period betz+een the dates on which such advances are made snd the Lessee's acceptance or use of such item oz items of Equipment-and thus are impossible to determine in advance. The Lessee is also advised that no Carrying Charges paid by the Lessee will be credited against the Cass ?nice oz any other rental payments to be mode by the Lessee after the commencement of the Dental Tezm. VOTE: (1) For amount of installments and pa}Tnent dates, see paragraph 3 above. (2) The Les.~or and the Lessee hereby acknowieace and agree that (i) the figures disclosed above are based upon the best information available to the Lessor and [he Lessee as of [he case hereof and (ii) that the figures disclosed above may be adjusted to reflect any changes in the actual purchase price, transporzation charges. etc. for the Equipment. This Equipment Lease Schedule shall be attached to and made a part of Commercial Equipment Lease No. 793 (hereinabove referred to as the "Commercial Equipment Lease"), executed by the parties on 19 Lti WIT\-ESS 1~`IIEREOF, the parties hereto hate executed this Equipment Lease Schedule on this~~ ~ dac o{ JUN - , 19 ~_ .THE LESSEE HEREBY ACIt"\OWLEDGES RECEIPT OF A IGtiED COPY OF THIS CO`-I'R_~CT. \OT1CE TO THE BL1'ER 1. Do not sign this contract before you read it or if it contains any blank space. Z. You are entitled to a completely filled in cop}' oC this contract when you sign it. 3. Under the lag-, you have the following rights among others: (a) To pa}' off in advance the full amount due and to obtain a partial refund of the finance charge, if paid in advance' (b) finder certain conditions, to redeem the property' if repossessed for a default. RET.aIL 1\STAI.LIIE\-I' CO\-'I'R.>,CT. :IRST T3AWA AN B COI;::TY Oz' I•iAII Bc v ~~ By Its LESSOR Its X "ey,or LECSEE ;,dcress: Box 3200 ;:onolulu, 'rlat:aii 96847 Telenho~e: (808) 525-7000 .address: 25 Aupuni Street t o, await o Trlephune: )•` //~~ ~• Lniforl~!ommercial Codc - F1hANCl\C S ATE\1ETT IAlPORTANT-Read instructions on back before filling out form iecordation Requested by: FIRST HAWAIIAN BANK after recordation, return lo: FIRST HAWAIIAN BANK IO4•• UCC~• Box B (For Filing Officer use only) This FINANCING STATEMENT is presented for recordation pursuant to the Hawaii Uniform Commercial Code. ?~o. of Additional Sbeeu Presented: 1. Iltaturity Date, iI any (optional): One (1) 2 OU t~~ (L.ast.~l~~elFirst) and Address: 2a. Additional Debtor(s) (Last name fiat) and Address( 25 AUPU~0uNIrF HSTREET HI LO, HAWAII 96720 3. Secured Parrrryy and Address: 4. Assignee of Secured Party, if any, and Address: FIRST HAIAIIAN BANK ~. This Financing Statement covers the following typo or items of property: One (1) n1108 D Hughes 500D 5 Passenger Helicopter -See Attached Exhibit A. NOTE: The Secured Party and the Debtor have entered into a lease dated covering the property described herein. The lease creates a lessor- lessee relationship between the Secured Party and the Debtor with respect to the property described herein. 6. Check ~ if applicable: a. ~ (If collateral is crops) The above dcscribcd vops arc groN-ing or arc to be grown on: b. ~ (If collateral is goods which arc or are to become fixtures) The above dcscribcd goods in M•holc or part arc affixed or to be affixed to: Describe real estate: (If Land Court property, give lot, al~l~lication and certificate of title numbers) Record OwTer: or ~Rccord Lcsscc: i7. Check Q if applicable: a. U Proceeds of collateral are also covered. 6.0 Products of collateral are .also covered. This statement is filed ..ithout the debtor's signature to perfect a security interest in collateral (check appropriate box) a.0whi[h is already subject to a security interest in another jurisdiction when it .. as brought into this state or b.f~which is proceeds of the origins] collateral.dcscribed above in which a xcurity interest wzs pcrfeucd_ By B.• OF HA:JAII I~• Signature(s) of Debtor(s) '-~...a, ... .~.. =793 lm IF;ST HAWAIIANI BAfJi: ~` By - ~ SiFnsture of Secured Pam' n EYHIBIT "A" O FHB - EQUIPMENT LEASE SCHEDULE OF VALUES LESSEE: COUNTY OF HAWAII LEASE N0: 793 CAP. COST y376,240.00 PMT. N0. DUE DATE BALANCE O1 06/83 369328.47 02 07/83 365492.95 03 08/83 361625.48 04 09/83 357725.80 05 10/83 353793.64 06 11/83 349828.73 07 12/83 345830.80 08 01/84 341799.57 09 02/84 337734.77 10 03/84 333636.11 11 04/84 329503.32 12 05/84 325336.11 13 06/84 321134.19 14 07/84 316897.27 15 08/84 312625.06 16 09/84 308317.27 17 10/84 303973.60 18 11/84 299593.76 19 12/84 295177.44 PO 01/85 290724.34 21 02/85 286234.15 2P 03/85 281706.56 23 04/85 277141.26 24 05/85 272537.94 25 06/85 267896.28 26 07/85 263215.96 27 08/85 258496.66 P8 09/85 253738.06 29 10/85 248939.82 30 11/85 244101.62 31 12/85 239223.13 32 01/86 234304.00 33 02/86 229343.90 3q 03/86 224342.49 35 04/86 219299.43 36 05/86 214214.37 37 06/86 209086.96 38 07/86 203916.84 39 <Og/g6 198703.66 40 09/86 193447.06 41 10/86 188146.68 42 11/86 182802.16 43 12/86 177413.12 o ~ o 44 01/87 171979.20 45 02/87 166500.02 46 03/87 160975.21 47 p4/g7 155404.39 48 05/87 149787.17 49 06/87 144123.16 50 07/87 138411.98 51 08/87 132653.23 52 09/87 126846.52 53 10/87 121991.45 54 11/87 115087.61 55 12/87 109134.60 56 O1/88 103132.01 57 02/88 97079.43 58 03/gg 90976.44 59 04/88 84822.62 60 05/88 78617.55 61 06/88 72360.80 62 07/88 66051.94 63 08/88 59690.53 64 09/88 53276.14 65 10/88 46808.33 66 11/88 40286.65 67 12/88 33710.65 68 01/89 27079.88 69 02/89 20393.89 70 03/89 13652.21 71 04/89 6854.38 72 05/89 1.00 FIRST HAWAIIAN E3Ah1K 4CCEPTA.tiCE CERTIFICATE C Poe 793 Equipmenl Lease Schedule No. =IRST HAWAIIAN BANK '. 0. Box 3200 ionolulu, Hawaii 96847 LESSEE: Name Address city - COUNTY OF HAWAII 25 Aupuni Street Hilo HI 96720 State Zip Telephone No. Quantity Serial No. Equipment (Manufacturer, ~'Fe. Model No., Description) Acquisition Coot ("Capitalized Cost" of EquipmenU ug es assenger s 402 153.85 See Attached Helico ter Exhibit A 4°b Tax 16 086.15 Less Lessee Downpayment 42 000.00 Total Capitalized Cost of Equipment a 376 240.00 This Acceptance Certificate pertains to al] or a portion of the Equipment covered by Master Lease Agreement No. 793 ,dated 19 83 .The 1\iaster Lease Agreement and all Equipment Lease Schedules attached thereto are hereinafter called the "Lease". 1. Acceptance of Equipment. The Lessee hereby certifies to the Lessor that (1) all of the Equipment described above and in any Ex}tibit "A" attached hereto, have been delivered and installed and (2) that the Lessee has accepted the Equipment as being satisfactory in all respects. 2. Special Acknowledgements. ' A The Lessee Acknowledges: 1. That the Lessee has selected the t}-pe and quantity of the Equipment; that theZessee has selected the Equipment solely in-reliance on the manufacturer's and/or.dealers u•arrantiesand representations; that Lhe Lessor has not made any representations to the Lessee concerning use, condition, operation, efficiency or safety of the Equipment; and that the salesman or other agents of the manufacturer and/or dealer (hereafter referred to as the "Vendor") are not the agents of the Lessor, and therefore, are not authorized to waive or alter any term, covenant or condition of the Lease. 2. THAT THE LESSOR, NOT BEING THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT, MAKES NO EMPRESS OR IMPLIED WARRANTY OF ANY KIND R'HAT- SOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO: THE MER- CHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR THE CONDITION OF THE EQUIPMENT; THE R'ORKI~LSIQSHIP OF THE EQUIPMENT; C01.1PLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICA- TION OR COATTRACT PERTAINING THERETO; OR ANY DEFECTS V1'HATSOEVER; IT BEING UA'DER- STOOD THAT THE EQUIPMENT IS BEING LEASED TO THE LESSEE "AS IS". B. The Lessee hereby agrees e•ith the Lessor. 1. That the Vendor's equipment warranties shall be in lieu of all others, expressed or implied, during the term of the Lease, and that the Lessor shall not be liable to the Lessee for the loss of any profits, loss of working time, injure to any person or property, loss of business or any other damages, direct or indirect, special, consequential or othen~ise caused orresulting from the possession, use and loss of use of the equipment; that the Lessee shall make am claim on account thereof solely against the Vendor; that the Lessor has agreed to assign solely for the purpose of assisting the Lessee in the assertion ofhis claim, all of the Lessor s rights to any Vendor warranties on the Equipment; that all claims or actions under any Vendor warranties shall be made by the Lessee, at its own expense; and that the Lessor shall have no obligation to make any claim on any such warranty; pro~~ded, however, if to the extent an}- breach of warranty results in damage or liability to the Lessor or the Lessor's interest in the Equipment, Lessor ma}•, but shall not be under any obligation to, make or prosecute a claim or action in addition t,o or in lieu of an}• claim or action by the Lessee. 2. That note~thstanding any claim which map be asserted by the Lessee against the Vendor, the Lessee shall pay to the Lessor all rent payable under this Lease, the Lessee's obligation to pa}• all such rent being absolute and unconditional. 3. Pa}'ment Authorization. The Lessee hereb}• authorizes the Lessor to pa}• for the Equipment in accordance with the terms of any purchase orders for the same. Cop, 1 t..~a. Cop, I lr~ Cop, l F• ~i ~.. _ DATE: X June ~ lg 83 COUNTY OF HAWAII (Xa o B\' --rte (~:r at ~- lts~( ''`avor O FIRST HAWAIIAN BANK O RETAIL INST.~L.LhIENT CONTRACT EQUIPMENT LEASE SCHEDULE NO. 793 I. DESCRIPTION OF EQUIPhfENT Serial No. Quantity Equipment (Manufacturer, •1)pe, Model No.. Description) Acquisition Cost ("Capitalized Cost" oC EquipmenU ug es assenger a 402 153.85 See Attached e icop er Exhibit A 4m Tax 16,086.15 I Less Lessee Down avrren 42 000.00 Total Capitalized Cost of Equipment: S 376 , 24D. DD 2. RE\TAL TER.II: 72 months The Rental Term ("Rental Term") shall commence on the earlier of (a) date of expiration of the inspection period specified in paragraph 7 below for all Equipment described above, or (b) the date on which the Lessee executes the Acceptance Certificate for such Equipment, and shall continue for the period (number of months) specified above. it being the intention of the parties that the stated Rental Term be the same far all items of Equipment described above. 3. Df01\"TIII.Y RENTAL PAYhfENT: g 6 ,911 .53 TOT.•1L MONTHLY RENTAL PAY:1fEri"f $ 6.911 .53 LE_•1SE FACTOR: 18.37 PER THOUS_~1ND DOLLARS OF CAPITALIZED COST OF EQUIPiE\"f LEASE RATE: 10.00 0/o per annum Upon the commencement of the Rental Term, the Lessee shall pay to the Lessor the Total hfonthly Rental Payment specified above. The Lessee hereby acknowledges and agrees that the Total hfonthly Rental Paytnent is (i) based upon the total Capitalized Cost of the Equipment shown in paragraph 1 above and the Lease Factor stated above; (ii) is inclusive of the Hawaii general excise tax at the rate currently in effect, and (iii) is subject to adjustment if the actual Capitalized Cost of the Equipment differs from the amount set forth in paragraph 1 above, it being understood that the figures stated in paragraph 1 are based on the best information available to the Lessor and the Lessee as of the date hereof. The first Total Monthly Rental Payment is due upon the Lessee's execution of this Equipment Lease Schedule: subsequent payments shall be due on the dot day of each consecutive month beginning with the month following the commencement of the Rental Term. fi r5t 4. CARRYING CHARGES: As an essential inducement to the Lessor to pay to the Equipment vendor(s) all or any portion of the Capitalu.ed Cost of the Equipment prior to the Lessee's acceptance of the Equipment, the Lessee agrees to pay to the Lessor as a carr.-ing charge ("Carving Charge") an amount equal to N A °c per month on all sums advanced by the Lessor to such Equipment vendor(s). The Carrying Charge shall be computed from the date of each advance by the Lessor until the Equipment for tchich such advancpe ryas made is ac~j pYed or used by the Le>see. Unless otherwise provided hereip, C}~e Carn•ing Charge shall be due and a}•able on the / A day of each comecutive month, commencing on ''V/ H . 19 • 5. OTHER CHARGES TO BE PAID Bk LESSEE.(Dcscribe): Uniform Corrmlercial Code (UCC-1 Re rdring Fee 6. DELI~"ERY OF EQUIP1fE\"IS The Lessor shall order the Equipment fur delicen' to the Lessee on or before tthe "Outside Delicen• Date"). 7. I\SPECTIOX PERIOD: The Lessee =hall have a period of co one 4.00 o e e ermine Apri 1 22 19 83 ( 1 ) cia~s after deliven~ and installation to ins pee: :.._ Euuipmen[. e. LOCATION OF EQLZP~tE\•'I~ _ Pur<uant to paragraph 9(b) of the Comme.*cial Equipment Lr:L~r, the Ecaipme.^.: shall be ;;ept at and s'nall not be removed therefrom without the written can>rnt of the Lessor. 9. SECL"RITY DEPOSIT: S 6,911.53 10. C.~1SL'ALTY LOSS YALUE OF EQLZP~IE\'7`. The amount of the Casualty Loss ~'alur to be paid b~• the Lrs~er to the Lessor pur=t:a.^.t to par~oh 1^_tdi ~.,i :c_ Commercial Equipment Lease for am- Equipment lu>t. damaccd. confiscated ur drsro~ed during the Rental Terre. i~ <-: ": r.h in the Ca_~ualn~ Loss Schedule which is attachtd ht•rrto :;rid incot•h~~ra,ed herein bt reference, wch a.-n~~ur.t ::..., d~ternined according to the month in which the lu=<, d:m:agr, cunflsruiun or drstructinn ut•curs. t - '. Il. OTHER CONDITIONS: O O first Hawaiian Bank will assess a charge of $10.00 for each returned check written against insufficient funds, 12. PURCHASE OPTION PRICE: If the Lessee shall not be in default under any provisions of the Commercial Equipment Lease and the Lessee shall have given the Lessor sixty (60) days' prior written notice of its intention to exercise the option gran*_ed herein, the Lessee shall have the option to purchase all the Equipment, on an "as is"basis, for the amount specified in the Purchase Option Price Schedule which is attached hereto and incorporated herein by reference, for the month in which the Equipment is purcha.~d by the Lessee, plus the amount of any applicable Hawaii general excise tax thereon. The purchase price for the Equipment shall be paid in cash or by a cashier's or certified check made payabl o thie Lessor. END OF RENTAL TERM PURCHASE OPTION PRICE: ~~• 00 pa 90) of the actual Capitalized Cost of the Equipment. 13. RET_~IL INST~I,L~IENT CO\"I'R~CT DISCLOSURES: The follou~ng information is being furnished to the Lessee solely for the purpose of protecting the interest of the Lessor if the transaction e~zdenced by the Commercial Equipment Lease and this Equipment Lease Schedule is for ant reason deemed to be a "retail installment sale" within the meaning of Chapter 476 of the Hawaii Re~lsed Statutes, a; amended, and not as admission that a "retail installment sale" was intended or contemplated by the parties. (a) CASH PRICEt g 418,240.00 ro) $ ~z~,$8o ~o yment: Value of Trade-In Items (Describe items, if any: ' (c) (d) (e) (f) (g) (h) N/ A ): g -0- TOTAL DOWN PAY11fENT: - UNPAID BALANCE OF CASH PRICE [Item (a) less Item ro)) Charges for Insurance and other Benefits to Buyer. Official Fees, if any: UCC-1 Recordi ng Fee PRINCIPAL BALANCE (Sum of Items (c), (d) and (e)]: ___ $ 42,000.00 g 376,240.00 3 0 $ 4.00 $ ' FINANCE CHARGE2 (Solely Interest): (Equivalent of Annual Percentage Rate of 10.0 ~o per annum) TIME BALANCE AND TIME SALE PRICE [Sum of Items (f) and (g)l: g 121,390.16 497,634.16 'The amount disclosed as the Cash Price does not include the End of Rental Term Purchase 0 Lion Price disclosed in paragraph 12 above. The Lessee is advised that if this Lease is deemed to be a "retail installment contract" and it (the Lessee) exercises its nght under Chapter i76 to pay off in advance the full amount due (see Notice to Buyer below), the amount of the End of Rental Tenn Purchase Option Price (discounted to present value at the time of the pay off of the full amount due, based on the Lease Rate disclosed in aragraph 3 abovel «vl be added to the Cash Price; the amount of the Cash Price will therefore vary according to the date on which the full amount due is paid b}- the Lessee. ZThe amount disclosed as the Finance Charge does not include the amount of ary Carrying Charges (described in paragraph 4 above) to be paid by the Lessee-prior to the commencement of the Rental Tezm (as defined in paragraph 2 above). The Lessee is advised that [he Carrying Chazges are based upon [•rc unknowr. variables-the particular item or items of Equipment for which advances are made by the Lessor to the 'Jendor and the length of the period between the dates on which such advances are made and the Lessee's accep [ante or use of such item or items of Equipment-and thus are impossible to determine in advance. The Lessee is also advised that no Carrying Charges paid by the Lessee will be credited against the Cast trice or any othez rental payments to be made by the Lessee after the commencement of ^_he Rental Term. NOTE: (1) For amount of installments and pa}Tnent dates, see paragraph 3 above. (2) The Les_cor and the Lessee hereby acknowledce and agree that (i) the fi es disclosed above are based upon the best information available to the Lessor and the Lessee as of the dare hereof and (ii) that the f g~ures disclosed above may be adjusted to reflect any changes in the actual purchase price, transportation chargea, etc. for the Equipment. This Equipment Lease Schedule shall be attached to and made a part of Commercial Equipment Lease No. 79 3 (hereinabove referred to as the "Commercial Equipment Lease"), executed by the parties on , 19 Lti ~i'ITNESS R'HEREOF, the parties hereto have executed this Equipment Lease Schedule on this~~ clot of JUN - , 19 B,~ .THE LESSEE HEREBY ACh'\OWLEDGES RECEIPT OF A IGNED COPY OF THIS CO\"TRaCT. . NOTICE TO THE BL1"ER adcance• (b) Under certain conditions, to redeem the property if repossessed for a default. I. Do not sign this contract before you read it or if it contains any blank space. 2. 1'ou are entitled to a completely filled in copy of this contract when you sign it. 3. Under the law, you have the following rights among others: (a) To pay off in advance the full amount due and to obtain a partial refund of the finance charge, if paid in RETAIL INSTALL~IE\~I' CO\TR~CT FIRST HAWA AN B COL:~TY O YiAII By v ~~ By Its LESSOR Its X ''"'Yor LESSEE ~,ccress: Box 3200 iionolulu, HatJaii 96^047 Telenho~e: (908) 525-7000 Address: 25 Aupuni Street ~ o, await o Trlcphone: Uniform~mmucial Codc - FI1\ANCING ST.~.A1E\T IAIPORTAl\T-Read instructions on back before filling out form Recordation Requested by: FIRST HAIAIIAN BANK After recordation, return to: FIRST HAWAIIAN BANK I04.. UCC•1 Box B (For Filing Ofncer use only) This FINANC11v'G STATEMEA'T is presented for recordation pursuant to the Hawaii Uniform Commercial Code. No. of Additional Sheets Presented: 11. Alatttrity Date, $ any (optional): One (1) 2. COUN~~' 'OF 1ri~l~s~rTFirst) and Address: 2a. Additional Debtor(a) (Last name first) and Addrrss(e 25 AUPUNI STREET HI LO, HAWAII 96720 3. Secured Parrttyy and Address: FIRST HAIdAIIAPJ BANK 4. Assignee of Secured Party, if any, and Address: ~. This Financing Statement covers the following types or items of property: One (1) X1108 D Hughes 500D 5 Passenger Helicopter -See Attached Exhibit A. NOTE: The Secured Party and the Debtor have entered into a lease dated covering the property described herein. The lease creates a lessor- lessee relationship between the Secured Party and the Debtor with respect to the property described herein. 6. Check QQ if applicable: a.~ (If collateral is crops) The above described vops are growing or arc to be grown on: b. ~ (If collateral is goods which are or are to become fixtures) The above described goods in whole or part arc affixed or to be e$txed to: Describe real estate: (If Land Court property, give lot, al~lilication and certificate of title numbers) Record Ovzter: or Record Lessee: 7. Check Q if applicable: a. Q Proceeds of collateral arc also covered. b.~ Products of collateral are .also covered. 8. This statcmrnt is filed without the debtor's signature to 1~erfect a Security interest in col]atera] (check zpproprizte box): a.Qwhieh is already subject to a security interest in another jurisdiction whin it .vas brought into this stzte or b. Q ..hieh is proceeds of the original eollateral described above in whic}t a security interest was perfected. COL"QTY OF HAIIAII IBv ITS: "~vcr ~ 8}' 1~; Signature(s) of Debtor(s) <<..e, ... ~.. =793 lm ~, _~. _- IRST HAWAIIA:J BAi71: By `1 • Signature of Secured Pam' HERBERT T. MATAYOSHI Mayor Z~~F...~ /J U- / ; i0, - ~ q ' ~ '/i ~., ti,.~~ g ~ Yr d \ sp !k ~ .. ;p.PJ~pe ~ 'b9T:.. .... COUNTY OF HAWAII DEPARTMENT OF FINANCE 25 Aupu ni Street Hilo, Hawaii 96720 June 2, 1983 STANLEY A. NAKAMAE Director of Finance The Honorable Stephen K. Yamashiro, Chairman and Members of the Council County of Hawaii Hilo, Hawaii 96720 Enclosed for appropriate action is a resolution requiring approval of Lease Agreement No. 793 for the time purchase of the county helicopter, approved in principle by Resolution No. 507-82 dated December 1, 1982. In the opinion of Corporation Counsel, the Council should also approve the actual contract documents. Since the helicopter has been delivered and the vendor is anxiously awaiting payment, we would appreciate very much placing this resolution on the agenda for June 8, 1983. Q STANL NAKAMAE Director of Finance 2w, 6~F3 cc: Fire Department~_.~---------""""- i: `: APPROVED: 0' ~~