HomeMy WebLinkAboutRES 068 Draft 01 1998-2000 COUNTY OF HAWAII STATE OF HAWAII
RESOLUTION N0. 68 99
RESOLUTION AUTHORIZING THE OFFICE OF THE MAYOR TO ENTER
INTO A MASTER MUNICIPAL LEASE AND PURCHASE AGREEMENT
WHEREAS, Resolution No. 339-98 authorized the Mayor to enter into a
performance contract pursuant to Section 36-41, Hawaii Revised Statutes, for
an energy efficiency retrofit for various County facilities; and
WHEREAS, a Master Municipal Lease and Purchase Agreement is
required in order to finance the energy efficiency measures in the various
County facilities; and
WHEREAS, a description of the energy efficient equipment to be
installed will be developed and attached to the Master Municipal Lease and
Purchase Agreement as individual energy measures aze defined for each of the
various County facilities to be retrofitted; and
WHEREAS, the County has taken the necessazy steps, including any
legal bidding requirements under applicable law to arrange for the acquisition
of such equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE
COUNTY OF HAWAII, that the Office of the Mayor is authorized to enter into a
Master Municipal Lease and Purchase Agreement, a draft of which contains the
general terms and conditions and is attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the Mayor of the County of Hawaii is
authorized to sign the above-referenced agreement and any related documents
on behalf of the Office of the Mayor and the County of Hawaii pursuant to the
Hawaii County Charter.
BE IT FURTHER RESOLVED that the Clerk of the County of Hawaii shall
transmit copies of this resolution to the Office of the Mayor, and the
Departments of Research and Development and Finance.
DATED at Hilo, Hawaii, this _ day of , 1999.
INTRODUCED BY:
COUNCIL MEMBER, COUN OF HAWAII
COUNTY COUNCIL ROLL CALL VOTE
County of Hawaii AYES NOES Aes EX
Hilo, Hawaii ARAKAKI
CHUNG
1 hereby certify that the foregoing RESOLUTION was by ELARIONOFF
the vote indicated to the right hereof adopted by the COUNCIL of the IACOBSON
County of Hawaii on
LEITHEA D-TODD
ATTEST: PISICCHIO
SMITH
TYLER
YAGONG
COUNTY CLERK CHAIRMAN & PRESIDING OFFICER Reference: C- 216 /FC
RESOLUI-ION NO. 68 99
EXHIBIT A Honeywell
MASTER STATE AND MUNICIPAL
LEASE/PURCHASE AGREEMENT
This Master Lcasc/Purchase Agreement.(the "Master Lease") !5 made end entered hb on this, Ure day d ,
199 _ ,try and ttetween Honeywell Inc., with oHlces at HoneyweA Plaza, Minneapolis, Minnesota 55408, (herein called the "Lessor'),
and , wkh ks principal address at
(herein called Ute "Lessee"), wherein k is agreed as follows;
1. LEASE OF EQUIPMENT. Lessee hereby roquasts Lessor b acquire the equipment dosrxibed in 5rftlbk A to the Initial Loashg Schedule,
which is atiaehed hereto and made a pan hereof, and In any exhittlls A (each an "Equipment Description"), subsbntlaly similar h form
b add ExfYbk A, b any subsequortt leaslrtq schedules ("Leasing Schedules) exentted pursuant b mis Master Lease. F_aeh Leasing
Seheduk shall be in wbstamialy Ure same form as Ute Initial Leasing Schedule aril each wch Lcasing Schedule staA et the time
of execution thoreet be attached a, an exhibit hereto and made a part hared. SubjeM b the terms and conditlons hereof, Lessor agrees
to lease b Lessee end Lessee aaees b lease from Lessor Ute equipment desatbed in any Equipment Description wkh all replacemerv
parts. repels, additions and accessories incorporated therein or affixed thereb (heron oaleetivay gtled the "Equipmem").
2. DELIVERY AND ACCEPTANCE Leasx ahaA cause the Equlpntem b tre delivered al the Ioc:aAuns specified in Ute respective Equipment
Description (the "Equipment Location"~ Lesaeo shall pay aA trartsportatiort and ixher cosh I( any, Incurred h connectlon with the delivery
and instalWtion of the Equipmont Arty delay h such delivery ahaA rot affect fie vaAdiy d Uric Master Lease. Lessee shall accept the
Equipmartt as soon es h hm boon dolivaed and b operational, or as coon as any manufedurer or verxior preacceplartrv test period
has expired Lasses chaff have ro mom than thirty (30) day9 from Ute date rn delvery d the Equipment b accept suds Equipment
In the everft the EgWpmeM it not accepted by Lesaeo wkhh mhry (30) days from the date d Ifs delvery, Leases, at Lessor s sae optbn,
shall have the right b trvrrtinam the Leasing Sehedub related Utereto. Lessee shill evidence Ile acceptance d the Equipment by executing
and delivering m Castor a detlvery end acceptance certifipm h the bhn d Exhibk B b the Initial Leasing Schedue seethed hereb
and made a part hares (Ute "Accepbnce CerUAcam"). Lessee ftereby atkftcrizes the Lessor b add b the respective l~ashg Schedule
and b any outer description d the EquiprtwM Iha aerial number d each Itom d Equiprrtery when avepable.
3. TERM. This Master lease shell become e6eclivn upon kte executor hared by Lessee and Lessor. The Infidel term d any Leasing
Sdredule shall commence on the data Lassen exectaea the Delivery and Acceptance CaUficma (or Urhry (30) days agar Ute Equipment
Ls installed end operatbrta4 U ro Dakvery and Acceptance GertiAcere has boon axeeuled on or babrs wch date) (Ihe "Start Dete'1
and shell contlnue Uvough the and d Lessee's Rxal year containing Ute Short Dab and, rmress earlier mnnhated es expreasy provided
ttx h this Master Lease, shall be atAOmatkaly renewed on a year-to-year basis (or Uro number d annual fiscal parinds rxtcessary
b comprise Ute lease term (The "Lease Tsmi 1.
4. RFNT. Les.9ee egress b Ixay b Leaver or any assignee (as defined h Section 22 below) the rental peymetris br me Equipment
as set forth h schedues (each a -FlenW Payrnem Sehodule", b ce h substanflelly rho forth d Ute Renal Payment and Amortization
Schedule attached as F~dtblt C b the Instal Leasing Sd+odule) in respect d each Lancing Srhedule, and on each dab col font h
a Rental Payment Sdtedub shill make payment (a "Rerael Paymem'1 h such amounts as a set forth in the Rental Payment Schedules.
A portion d eadr Rental Paytttem b geld es and reprttsetm the peymertt d Interest h such amount as u hdicated fir such payment
date on aA Rentd Paymont Schadubs. A portirxr d the CapAal Coal set forth h Exhibit C may represem hterax accrued an the cox
a EquipmoM from the date k b ordered b the date a eceepbnce by Lessee hcretstder. The Rerrial Payments shall be payable. wtttwut
notice or demand, at the ofrxre d Lessor (or such adter place m Lessor or arty assignee may designate h writing. from time b tlme)
and shall rmrnrnence on Ua Sian Date a ss oUrenrise :et font h the Rersnl Paymerd Sdteduld, and shall ba due and payable on
tl+e same day d each conteeutiw month a quaroer or semiannual rx auntrel period therearter (tnless athenvbe deaignemd on Ute
Rental Payment Schedules) during me Leas Tenn Any mica, hvait:hq, purchase ordew. quoWiore or outer loans a procedures
required by Lasses eB a CdfdftlOrt precedent b payment ahaA be fatly explained and provided b teseor or any assignee au(firJantly
h advance d the payment date for Ure tbrrtpbtion Urereel by Lessor a srry treaprrea prier m wilt payment due dam. To the extern
pcrmikod by applicsble few, whenever any portion d a Rertbl Payment b received by Lessor a ITS assignee more than tan (10) days
firm the dire date, Lessee anon pay Lessor a ka trottigrtee, on demand, as a mte charge. Ure greamr d iweray-fives rfnllars (525.00)
or fen per ant (1096) d ouch Overdue amount EXCf~T A9 SPECIFlCALLY VROVm®IN SECTION B HEREOF, THE RENTAL PAYMENTS
SHALL BG ABSOLUTE AND UNCONDfl7ONAL IN ALL EVENTS AND WILL NOT BC SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLABA, ABATEIAENT OR RECOUPIAENT FOR ANY RFJISON WHATSOEVER All Rental PaymexW shall be payable out
rn the general funds d Laswe rx out d any dher available Wnda Lessor may revoke acceptance d this Lease at any time prior b
hbrteywelfs shipmerte d Uw Equtprtsenl k Lessor ddcrrnhea Uwl (I) wY wrkten repeaerdation made b k by Lessee proves b have
tseen false or mbleading h arty material respect when made; (ii) wbcegtrerU b Use tneking d any wch representation there has occurred
a materiel change such that any Such represemalTon as made is not true and correct or (IY) any avem which would corsstiWm a defauk
under Ute Lease hen ocasrad Lessor may revoke acceptarsce a the Lear at any tlme prbr m the date (10) days akar Ute Lease
Commeroetrteatl Dam U Mere hss been a wbstarttiel and material change In Lessee's finarobJ condition or operations wNch has a
material adverse e11od on Lessee's credit vroratlness. U the Lease Cormtencement Dam does nrn occur wAfUn one hundred twenty
(120) days (or one hrxsetrad eigfUy (160) days h Uw event Lessee wbrtils b Castor upon exect/tim d rho Lpsc an amoum egad
b two 12) Rental PaymerosJ, horn Use dam d Lessor's execution of this Lear, Leases may adjust the mondtly rerN payable by Lessee
b the Ueen current ram behg charged by t.eaeor. K the Lease CammerteemeM Dam does not occur withh Threre huMred ai:ty (360!
days horn the deb d Lessor's execulign d this Lace, I esaor may revoke aeeaptarKa d mss Lease
5. AUTHORRY AND AUTTIORQATION. Lessee ropreaerss, war:anb and covenartls Utd (e) k shwa do or causes W txs done all Wrtgs
necessary b preserve and keep h full force and e6eet (f) k9 exiabroe, and IIO tltis Maser lease and all Leasing Schedules; (b) k
has ccrnpAed adUs ail Wddhg aril budgeting nqulrematm where necessary and by due notllicatlon has preaenbd This Maser Lean
br approval and adoptlon as a valid abligadon on Itc pert and rho! W requiremetas have been met and procedures have been bAowed
to endue ate enforceability d Utis Masmr Lease and the Instal Leaving ScftedWr, (cl k has r,tllklem appropriatlons or other lunch available
m pay an amounts due herexnder for the umeM eerel period Idl ro event nos occurred and na condition esesb wfuch, upon Ure execution
rn this Mastro t ease ar whh notice a the passage a ttrrse or botlt, would cmxmre a dcfauk under any debt, revenue a purchase
obligator which it has issued or to which tt b a~party (the "Obligation") nor hea It been in default under any Obigation at arty time during
the past fwe (5) ysara: and (e) n0 lease, rental ageement or contraU for purchase, to which Lessee has been a perry, at any time tlunng
the pest flue (5) years, has been terminated by Lessee as a result of Wuffielent funds being appropriated In any fiscal period.
8. LESSEE CERTIFICATION. Lsss» warann and covenants and shall certify prior W the efleclive date U any aubt>equent Leasing Schedule
that (i) a fs a state, or a polNCd aubdlvbbn tltereof within Ore meaning of Section t 0.3 of the Internal Revenue Corte of 1986, as amended
(the "Code"l, and me related rcgWtlbna end rulings thereunder, (ii) lessee's obligation under this Mactar Lease constitutes an enforceable
obligation issued by or on behalf of a state, or polAical subdlWSlon tfwroof ouch tftat any interest meorne derived under this Master Lease
and due Lessor or hs aasignss, incuding, txd'. nal limited m, Urose emoums designated es Interest In the Rental Payment Schedules shall
not t>e includable b Iha gross Income of lessor, its usignee a any padieipantq with such for the purposes o/ federal Income taxation;
(iiq this Master Leua represents a valid delerted payment obligation of Lessee fa the amount herein set forth; (iv) this Master Lease
creates, and each wbaequent Uuing Schedule when attached hereto will create, a valid security Imerest in the Equipment, (v) Lessee
has the legal capacity m enter into this Master Lease and is not In convaventlbn of any state. count', district city or mwn statute, rule,
regulation or oiler governmental prwi&on; (vl) during the Lea» Tenn, the Equipment shall not be used in s trade or business.oT any
other person or entity; (viq Lessee shall, wtlh respect m the initial Leuing Schedule and any subsequent Laving $chetlule, complete
and file txt a tknely (>mia, trdemd Revenue Service form 803Bg or 8038gc. u appropriate, in Ore manner set forth in Section ta9(e) of
the Coda; and (vii) Lessee's peyrnenb under the Master Lease are not guaranteed (in whole or in part) by the United States or any agenry
or InstrumertlsNy thereof.
7. APPROPRIATIONS AND ESSENTIAL USE. Lessee shall not enter into any Leasing Schedule unless it reasonably believes that after
taking into aCCOUnt wch Leuing Schedule, funds shall be obtaMable in an amount sufficient to make all Rental Paymerds during the
Lease Term. lessee hereby ctnronanb that O shall do all thinpe lawfully witltin Oa power to obtain lands from whbh the Rental Payments
may be made, including making Itrovbioro for wch payments, m Ne extent necessary, In each budget submitted for Ote purpose of obtaining
landing, using Ib bona fide beat diorta to have such portion of the budget approved and exhausting all available administrative reviews
and appeals in the avant each portion of the budget is not approved. It fa Locaee'a intent to make the Rental Paymertb for the toll Lease
Tenn H fimda are legally evdlable therefor and in that regard Lessee represent that (a) the use of the Equipment is essential to iiq proper.
efficiem and rrcrxtomic functloning or to the services that d provldea to Its citizens; (b) Le»ea has an immediate n»d for and expects
to make Immediate we of sutxtantially all the Equipmem, which Woad is not temporary or expected tp diminish in the toresoeable fuatre;
and (c) the Equipment shall be uesd by the Leases only for the purpose of performing one or more of its governmental or proprietary
functrona eensiatent with the permissible scope of tts auttartty.
B. NONAPPROPRIATION OP FUNDS. In the event no funds or insufficient fuMa are appropriated and budgeted for the acquisition, retention
or operatlon of the Equipment and lands are otherwise unavallabla, by arty means whatsoever, for any fisral perod in which the Rental
Payments for [he Equipment ors due under this Master Leese, then Leaaee shall. rat less than sixty (60) days prior to the end of the
feed period for which land: haw been appropriated, in writing, notify lessor end any Assignee of such occurence. This Master Lease
shall theroaher terminate and ba rendered null and void on the last day d the fiscal period for which appropriations were made without
penally, liabllily or expanse to Ote Lessee of any kind, except as m (I) the portions d the Rentet Payrtrents harem agreed upon for which
funds ahdl have been appropriated and budgeted or are otherwLge available and (iiJ Lessee's other obiigaboro and liebitldea under mis
Master Lease relating to, accruing or arising prbr m such termination. In the event Of wch termination, Lessee agrees to peaceably surrender
possession of the Equipment to Lessor or hs Assignee on the date of wch terminator, peeked for shipment in accordance with manWacturer's
specficatioro end eliglbls for manufacbrrer's maintenance. and freight prepaid and insured b any location in the continental United States
designated by Lessor, ant at Lessees expense. Lessor or tts Assignee may exercise all avdleble legd and equitable rrghLt and remedies
in retaking pw»stdon of the Equipment
Nolwithstending the foregoing, Leuee agrees (a) that if this Master Leese Lq terminated in accordance with the preceding paragraph.
Lessee shill rtot purchase. lease or rent equipment which performs the same functions as, or functions taking the place of, those performed
by the Equipment, and shall not perntt such functions m be pertormetl by its own employees or by any agency or entity aRliated with
or hired by Lessee for the balance of the fiscal period in whk:h wch termination occurs or the next succeeding fiscal period thereaher.
and (b) that it shall not during Ote Lease Term, give priority in the appkcetion of funds to any other func[iondly similar equipment
9. UNITED WARRANTIES; DISCLAIMER OF WARRANTIES, AND WAVER OF DEFENSES. Lessor has pruvidod Lessee with certain written
limited warranties with respect b the Equipment Except for such limned waranties, Lessor makes no weranty of any kind or nature, empress
or implied, rolatlng to the EquipmerY or Its performance or Ote installation and service thereof. Regardless of cause, Lessee will not assert
any claim wfiafsoever against Leeeor for loss of aniicipamry pro(xa or any other itdired special m consequantlal damages
10. TfTLE; SECURITY 4GREEMENT. Title to the Equipment is deemed fo be in Lessee so brq as no Evem of Defauk pursuant m Section
t9 below has occured end/or this Master Lease has not been terminated pursuant m the provisions of Section B above. At the Instant this
Master Leese is tertinated in accordance with Section 8 above or upon the occurrence of an Event of Default by lessee pursuant to Section
19 below, tltle shad revert to Lessor hee of any right title or interest of Lessee unless Lessor elecat rherwise. In order to seeuro all of its
obligations hereunder, Lasses hereby (aJ grant to Lessor a firs[ and prior security interest fn any and all rights, title and interest of Lessee
nt this Master Lease, dl Leasing $clrodulea, the Equipment and in all additions, aaachmeMa, accessbns, accessories, replacements, improvements
and substitutions thereto, now or hereelter acquired, together with atl rents, issues, income, profit and proceedq thereof including insurance
proceeds; (b) agrees that Otis Master Lease including all Leasing Schedules may be filed as a fineneing statement evidencing such security
interact and lcl agrees m execute and deliver dl finendng statements. certReates of title and other inswmenL~ necessary or appropriate m
eWdentx end pertect such security irmeresl Lessee further agrees that the Uniform Commercial Coda shall appy as between the parries hereto
and assignees of Lessor.
t1. PERSONAL PROPF_RTY. The Equipment is and shall remain, personal property and shaA not be deemed to be affixed or attached kr
red property or any bulkling thereon. If requested by Lassa, Lessee shall, at its expense, furnish to Lessor a landbrd or mortgagee waiver
win respect m the Equipment.
t2 USE; REPAIRS. Lessee shall use the F~ulpment in a careful mamer far the use contemplated try Honeywell Inc. and 5hdl comply with
dl laws ordinances, insurenCe policies and regulations relating to and shill pay all costs, claims, damages, fees and charges arising out
of, Its possession. use a maintenance. Lessee. at its sole cost and expense. shall maintain the Equipment according m the manufacturer's
recommerxk.~d gu;tleknes a Ote equivalent and meet any and ail recertification requirements and shall furnish proof of such maintenance,
if requested by Lessor and shall mmish ell needed servicing and pars, which garb shatl become part of the Equipment It the Equipment
o such as is custnmedty covered by a maintenance agreement, Lessee shill enter vtlo a maintenance agreement wiM a party satisfactory
ro Lessor and tarnish a copy a+ereot to Lessor.
13. ALTERATIONS. Lessen shall not make a lteratbns, additions or improvements a Vie Ey .nent without Lasso's prior written consent
and arty pertniaed aheration or attachment which cannot be readily removed without damaging the EquipmerN's originally intendod function
or value shalt became pert of the Equipment
14. LOCATION; INSPECTION. The Equipment shall not be removed hom, or It me Equipment coreists of rolling stock, its permanent base
shall not be changed from, the Equpment Location without Lessor's prior written consent, which consent shall rat be unreasonably withheld
Lessor shall be entitled 1o enter upon the Equipment Location or elsewhere during reasonable bisiness hours to inspect the Equipment or
observe Ns use and operation.
15. LIENS AND TAXES. Lessee shall keep the Equipmem free and clear of all levies, liens and encumbrances except those created uiWer
this Master Lease. Lessee shall pay, when due, aU charges and taxes (federal, state and IocaQ which may rrow or horealter 6e imposed upon
the ownership, leaeing, rental, sak, purchase, possession or use o1 the Equipment, excluding however, all taxes on or measured by Lessors
net income. N Lessee fails a pay saki ehargee and taxes whoa due, Lessor shall have the right but shalt no[ be obligated, a pay said charges
and taxes. N Lessor pays any charges or taxes for which Lessee is responsible or liable under This Master Lease, Lessee shall upon demand
reirnburse Lessor therefor.
18. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of bse of or damage b Me Equipment ham any rausw whatsoever,
and no such loss of or damage a the Equipment shall rolieve Lessee of the obligation to make the Rental Payments or W pertonn any other
obligation under this Master Lease. h die evern of dartwye W any item of Equipment Losses shall immediately place the same in good repair
(tho proceeds of any insurance recovery shall be BppUed a the cost of such ropair). N Lessor determines that any item of Equipment is lost
stolen. destroyed or damaged beyond repair, Lessee, al the option of Lessor, shall: (a) replace the same with like oquipmont in good repair.
or (b) on the next Rental Payment dale pay to Lessor (i) all amounts owed by Lessee under the applicable Lensing Schedule, including the
Rental Paymern due on such dato, and (ii) an amount not less than the balance of the Rental Payments on the Rental Payment Schedule
[hen remaining unpaid hereunder. In the event mat Lessee is obligated to make such payment with respect to less than ell of the Equipment
described on a Leasing Schedule, Lessor shall provide Lessee with the pro rata amount of the Rental Payment and the balance of the Rental
Payments on the Rental Payment Schedule then remaining unpaid thereunder, es applicable, to ba made by Lessee wflh respect to the Equipment
which has suffered the event of bss.
17. INSURANCE Lessee shall, et iv exper~e, maintain al all times during the Lease Tenn, fire Bad extended coverege, public lialrlity and
property damage insurance with respect a the Equipment in such amounts, covoring such risks, and wAVt such insurers as shall be satisfactory
to Lessor. The insurance limits shall be in an amount not less than the balance of the Rental Payments then remaining for the Lease Tenn
Each insurance polity shall wmc Lesson as an insured and Lessor or its assigns as an addUiortd insured or lass payee, as appropdate,
and shall contain a clause requidng the insurer to give Lessor a Ns assignee at least Thirty (30) days Odor written notce of any atlereUOn
in the terms W such pdicy or the cancellation tltereoi. The proceeds of any such policies shall be payable to Lessee arxf Lessor or Ns assigns.
as Uteir ingests may appear. Upon acceptance of the Equipment and upon cacti insurance renewal data, Losseo shall dttliver to Lessor
a certificate evidencing such insurance. In the event of any loss, damage, injury a accident Invdving the Equipment, Lessee shall promptly
provide Lessor with written notice thereof and make available to Lessor all inlortnation and documerttatlon reletlng thaeb. Notwithstanding
the toregdng, with Lessors Odor wrBWn consent Lessee may seN-insure against any and all ricks for which insurance is required
18. INDEMNIFlCATION. In the evem that Lessee is not a state or political subdivision fhorooL within the meaning of Section 103 of the Code,
or U Lessee, whether DY Its use of Vie Equipment or by hs aztions or omissions or by any means whatsoever, causes any interest payment
as sal forth in the Rental Payrtwnt Schedule b be included in Lessors gross income, Lessee agrees a pay to Lessor, ~ uclgneos and
arty participants with such, an addltbnal amount which, together with the amount of Interest to be paid by Lessee under this Master Lease,
puts Lessor, its assignees and any panicipams with such, in the same Biter-tax position they would have been in had ouch payments been
excluded from the gross income of Lessor, its assignees and any perticipartls with such under Section t03 of the Codo. In addition, Lessee
agrees a Indemnify any assignee, or any participants with such, harmless from, any and all claims, actions, proceedings, expenses, damages,
liabilities or losses (including, but not Umketl to. attorneys' tees and court costs) adsing in connection with Vie Equipmem, including, Dot not
limtled to, Its selection, purchase, delivery, pnesrseinn, use, aperaUOn or return and Vie recovery of claims under insurance policies thereon.
19. EVENTS OF DEFAULT. The term "Event of DefauN", its used in Cris Master Lease, means the occurtence of arty one tx more of the
following events: lal Lessee fails to make any Rental Payment (or arty outer peymertt) as k becomes due In accordance with the terms d
this Master Lease or any Leasing Schedule, and any such failure eominuea for five (5) days alter the due dale tlxreof; (b) Leeeee faiLe 6t
perform ar observe arty other covenant condition or agreement to be pertomted a observed by N hereunder and such failure is rat cured
within ten (10) days alter th giviny of written nalica thered try Lessor, (c) the discovery by Lessor that any statement, representation or wartanty
made by Lessee in this Master Lease, any Leaaing Schedule or in any document ever delivered by Lessee pursuant hereto or in connedion
herteMidh to false. misleading or erroneous in any material respeeh (d) Lessee becomes irwolvenL b unable 10 pay US debt es they become
due, makes an assignment Ax the benent a creditors, applies or consents to the appdntmenl of a receiver, wstee, conservator or liqubatnr
of Lessee or of all or a substantial part of I~ assets, a petition for reUet is filed by Lessee under federal banluuptcy, insolvency or similar
laws, ar a petition in a proceeding under any bankruptcy, insolvency or similar laws is filed against Lessee and is not dismissed within Thirty
(30) days thereafter, (e) Lessee suffers an adverse matedd change n its financial condition or operations from the date hereof and, as a
resuU, lasso deems itseN insecure; or (f) Lessee shah be in delauh under any other agreemern executed Bt any Dme wUh Lessor, it9 affiliates
or Lessor's assignee or under any other agreement or insWmenl W which N Is bound
20. IiEMF~IFS. Upon the occurcenee of en Event of Default Lessor may, at ib option, exercise any one or more of Tie following remedies:
(a) by written notce to Lessee, declare an amourn equal a all emourus then due under this Master Lease and aU remaining Flerttal Payments
which shall become due during lfte fiscal period b effect when detauN occurs of any a all Leasing Schedules to be immediatey due and
payable. whereupon the came shall become immediately duc and payabb; (b) by wriltcn notice b Lcsscc, rcqucal Lcssco to (and Lessee
agrees that it shall), at Lessee's expense, promptly return the Equipment subject a arty or ail Leasing Schedules a Lessor in Vie manner
set forth in Section 8 hereof, or lessor. at its option, may enter upon the premises where the Equipment Is located and take immediate possession
of and remove Vie same without liability br such entry or for damage to properly or dharwiu; (c) wit any or all of ttto Equipment subject
to any or all Leasing Schedules at private or public sale, with or without notice m Lessee or advertlsement or lease the Equipment or sublease
h for the azcoum of Leuea, hobmg Lessen liable ttx (I) all Rental PaymertCS and other payments due as of Vie ettectlve date of such selling,
leasing or wbleasing, and (ii) for the ditterenco bahwon the purchase price, rerdal and other amounts paid by the purchaser, lessee or sublessee
pursuant to such sale, lease or sublease and the remaining amounts payable by the lessee hereunder, end (d) exercise any other right, remedy
or prlvllega which may bo available to i[ under applicable law, including the right to (I) proceed by appropriate court action
G3!(xiGl/NON M I iJ I xlbYrl1000 ICnNtINUEU ON NtVlMSF]
u: p.iu~tl Uftl Urfma Of m,a Mahar lAafe, till reCOVef oamagas IOr me alaaCh Or ml6 Ma~tef Lea50, and (Id) terminate Ihi6 Maser I..eeae
as to any or ad d the Leasing SehsdWes.
In addition, Lessee shall remain liable for all tovenams and Indemrfities under thb Mnsler !.ease and for all legal fees end oNer costs
and expenses, including court coals, incurred bN Caesar with respect b 1M enbrcement d any of the remedies listed above or eny other
remedy available m Lessor.
21. EARLY PURCHASE OPTION. Lessee may, on any Rental Payment Date. wkh respect b a Leasing Schedule, upon sixty (60) days
prior wntten notice b Lessor, and provided Leases shall have tiny paid and performed all other obtigetlons twreunder end provided no
Event d Default has occurred and is conrinuirtp, pay b Lessor tlts applcable amount set fort! on any Rental Payment Schedule attached
b the applicable Leasing Schedule, whereupon Utla b the Equipmem avsodated with such Leasing Schedule shall become unconditionally
vested in Lessee end Lessor shall transfer any and all d Its riyhL tltla and interes in !arch Equipmem b Costae tie is. where is, without
warrenry, egress or implied, except rite! Lessor shall warrant tp lessee that tlts Equipment is hee and clear d any liens created by Lessor.
22 ASSIGNMENT. Without Lessor's pear written consent, Lessee shall not: (a) atlign. transfer, pledge, hypothecate tx grant any securtty
interest In, or othervnse dispose of. this Master Leese, the Initial Leasinp.Sdtedule, the Leasing Schedules or the Equipment or arty inWrest
in any of the foregoing or (b) sublet or lend the Equipmerri or penntt the F-0wpment ro be used by aryone other than Lessee or Lessee's
employees.
Leases, without the consent of Lessee, may assign all or any portion or portions d tts right tttte and Irfterest in end b this Master blase,
any Leesirtg Schedule, the Equipmem and arty other documents exeetsed wkh rcapeet to this Master Leese, and/or gram or assign all
a any ponan or portions d In seCUny interest fn this Master Leese, the l.easing Schedules and the Equipment, In while or in part to
various assignees. their agenN or trustees (each and arty one hereauha? relarred b es nn "Assignee"). Any such assignment to an AttWgnee
may provide Thal Lessor or the Assignee shall eat a9 a cdkalon end payatg agent for holders d eertlRcales of partleipalion In this Master
Lease, or may provide that a~hird-party trustee or agent shad act as collectlon and paying agent for any Msignee, provided Lessee receives
written rtaficatlon d the name and address d the trtraWa or the agtxk and a copy d the pooling and 1raUlortalizalion agency or trustee
agreement If any. Any such Assignee shall have all d the astlgrled rights d Lessor under this Master Lease. Subject b the foregoing,
thn Master Lance shall Inuro b tlto bcnettl d and is binding upon the helm, execubra administrators, succesrorc and assigns d the
parties hereto. Any assignment a rcattslgnment d any d Lessor's right title or Infmsat in Ihla Master Lassa arty Leasing Schedule or
the Equipment shall be eHecrive upon receipt by Lessee d a duplicate original d the counterpart document by which the assignment
or reassignment Ls made disclosing the name and address of east such Aafgneo and, where applicable, to whom further payments hereunder
should Ix made. During the Lease Term, Lessee covenards that It shall keep a complete and accurate record d all assignments in form
necessary b comply with Section 149(a) of the Code and the regulations, proposed or extstlrtg, from rime b time promulgated thereunder.
Lastee agrees b teknowledga in writing, eny esalgnmeras If co requested.
LESSEE AGREES THAT, UPON NOTICE OF ASSIGNMENT, IF SO INSTRUCTED R SHALL PAY DIRECTLY TO THE ASSIGNEE, OR
ITS TRUSTEE OR AGENT, WTfHOUT ABATEMENT, DEDUCTION OR SETOFF, ALL AMOUNTS WHICH BECOME DUE HEREUNDER.
LESSEE HEREBY ACKNOWLEDGES THATTHE ASSIGNEE IS NOT A MANUFAf:7UREA, VENDOR OR DISTRIBUTOR OF ANY EAUIPMENT,
THAT ASSIGNEE HAS NOT MADE AND WILL NOT MAKE ANY REPRESBtTATK1N OR WARRANTY, lDCPRE55 OR IMPLIED, WITH
RESPECT TO THE MEACHANTABIL(TY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESf3 FOR A PARTICULAR
PURPOSE OR $URABIUTY OF THE EQUIPMENT, AND LFS4~ AGREES TO M41~ ANY SUCH CLAIMS DIRECTLY AGAINST THE
MANUFACTURER AND/OR SEI.LFJI OF THE EQUIPMENT. LESSEE FURTHER AGREES THAT R SHALL NOT ASSERT AGAINST ANY
ASSIONQ TRUSTEE OR AGFJfT ANY DEFEN3~ CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF ANY REASON WNATSOEVEA
WITH RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDFA OR WITH RESPECT TO ANY ACTION BROUGHT
TO OBTAIN POSSESSION OF THE EQUIPMENT PURSUANT TO THIS YASTEi LEASE.
25. NATURE OF AGREEMENT, Lessor and Lessee agree that k is their Irtlantim !tut 1tx lederel Introrna tax purposes, the interest d Lessor
In the Egtapmmt u tie a secured party and fife Yttereat d Lessee is as a debtor. and tltal Chaser nelltter has nor shall have ant equky
in the Egtripment. It is the agreement d Lessor and Lessee that the aggregate ronritl payrnenN providW for pn any Rental Payment Schedule
conetinde the purchase price d the related Equipment together with irtterast on the unarrtordzed amount tltereof over the Lease Tenn d the
Leasing Schedule Ihat each monthly irtstedmertl d root constlartes prinefpal and interest as sat forth in the Rental Payment Schedule, which
tuty amortizes the purchase price of the related Equipment togtxttx wkh irderest, over the term d the Leasing Schedule, end that upon the
due and punctual payment d ell irsstallmenU d Rental Payments and attler amourgs and odigations under the Leasing Schedule, tltle b
the related F~uipment shad vest permanently m Lessee as provided In thLq Master Leases tree and dear d any lien ar security d Lessor
tltef8ln.
26. NOTICES. All notices tD be given undtx this Master Leese shell be made in writing and mailed try certified mad W the other party ar
its address set font herein or at such addross a6 the party may provide in writing from time to time. Any such notice shall be deemed to
have been given five (5) days subsequent b inciting.
25. SECTION HFJLDWG& All section headings contained horoin are for the convenience d reference ony and tiro rtd intended to define
or limtt the scope d arty previsbn d this Master lease.
28. GOVERNING LAW. This Master Lease ahali be governed by the provisions hereof and try the laws d the state in which the Equpment
is IOCated
27. FURI'HFA ASSURANCES Lessee shall execute or pmvlde, as requested by Lessor arty documents and InfonnaGon which ere reasonaby
necessary wnh respect b the transactions contemplated by this Master Laaw. Lessee hereby auttarizes Lessor to execute and file on behalf
d Leases arfrl as Lessee's aaomeyin-faG such UCC Mancing and contlnuadon ctuarnants as Lessor deems accessary b secure ib andi
or its assign's interest in the Equipment or this agreement.
28. FJ~ITIRE AGREEMENT. This Master Lease, together with the exhibits atached hereto and made a part hared and other attachments
hereto, and other doctunems ar instruments wxaeuted by Lessee and Lessor in connection herevrktt rnnsiiaae the snare agreement belwcpn
the parties with respect to the lease o1 the Equipment and tltls Master Lease shad not be muddied, amended, akered or changed except
with the written corc:unt of Lessee end Lessor.
29. SEYERABILITY. Any provision d this Master Lease lound to lx pmhihiWA by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of this Master Lease.
30. WAIVIR The waiver by Lessor of any txeactf by Lessee d arty taint covenant a condition hared shall rat operate as a waiver of
any sutssequern breach htxeat
tFSSOR Honeywell Inc. I FccFF.
wwarw rxmr
t~ er: X
IWiN0W2ED [JGN4LRe
ar: _
•1bM®HN.IAM TnIi MNIfED IJ~ME AND TR r.
Honeywell
EXHIefT E-1 to
MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
CERTIFlCATE OF RESOLUTIONS
I, ~ do hereby certify that I am the duly elected, or appointed
and ae6ng Secretary/Clerk of the _ '
an agency duly organized and existing under the laws of the State of _ (the "Lessee"),
and thaz the following resolutions have been presented to and duy adopted by the _
_ at a meeting duly and regularly held and convened in accordance wtth applicable law on the
day of _ .19
WHEREAS, the Lessee LS entering a Master State and Municipal Lease/Purchase Agreement ("Master Lease's dated
19 _ ,with Honeywell Inc.; ~ _ _ .
NOW, THEREFORE, be It RESOLVED, that the Lessee be, and hereby is, authorized to errier into the Master Lease
with Noneyweli Inc. for a period of months, and be K further
RESOLVED, that an official of the Lessee be, and hereby Is, authorized, empowered and directed to sign on Its
behalf the Master Lease and any addenda, schedules, notes, UCC Bnancing statements or other instruments issued
under the provision of the Master Lease and any other Instrument or document which may be necessary or expedient
in connactbn wtth agrNn»nt upon or fuHlllmant of the provisions of ~o Master Leese.
I further certify that (i) the individuals named below are the duty elected or appointed officers of the Lessee, holding
the offices set forth opposite their respective names, (ii) the signatures set opposite their respective names and
titles are true and authentic signatures and (iii) such officers have the authority on behaN of the Lessee [o enter
into all documentation connected with the Master Lease.
Name Tithe Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal hereto this day of
19
Lessee: .
(Municipal Emily)
ay:
(Signature of Secretary/Clerk)
(Printed Name)
CRENPG/MON 1131 t1 02.95
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T1~TIOR'(YiARS~ t0
PAYM@tT S 44,796.10
PAYMBJC PAT7@(i 0~g6~AL I1t1ERtSf PREPAYMBIT
• AMOUNT PAD PAID AMOUN7
1 44.576.70 44p6610 O.OD 1~g4.06798
2 44.1Dxi0 2x016:611 16,3sta2 7.405,630b1
3 a14i10 ~ L~ tt;01R73 1.96AO1d
a x41!96.10 2x66682 tA77206 1y6t7979
6 4x.366.70 26926b7 16.S71A3 1'.A6p2696
6 44.89dt0 20S17aB !b.0"3J6 t?85~4'681
7 44.786,10 29JJO.tb 14,67755 t,2$457n80
8 4L4/.10 30A7387 74,2503 7~'
89
9 44.30610 30~41Q1D 73.06791 1,t07.647.a6
70 4,786.70 30.767S1i 73,606b6 1.14,62426
tl s4,39L10 i1.16T3D 19240.90 1:127
'?10]9
12 44a9eta 17577.70 12.61091 tA64.4'Qel
ti 4,786.10 3SSO75B 1$4965{' 1.06133487
u 44,29x10 32180/q t;77796 tA7J.6EL24
16 4?.766.t0 22,6q.7a 1153436 00;71206
16 .tia967o SSA9792 :7.316A6 060.7,037
77 aa~10 a1i,1w1 1095399 02b637~40
T6 44,39x.10 51,04136 10.ffixE5 660,702.40
19 44,$9410 34.24212 t0.t619e 663,T49b1
2D 44.306tq Sa,6ap.76 0,740.1a 677]7389
27 44.306.10 3SA679 9,73x86 70t2sa72
ZZ 44„x96.10 3x477A RS20S4 744'.16534
b 4x.36770 56.996.87 x4969 707Ai6.71
24 ~ 44.76610 917 6FTZ83 068
°~rt
28 44166_70 34766.E 75679 63SA13]1
26 44,79x.70 9.797.02 7,206.06 602x299
27` 44,708.70 953496 0,7atA2 663.79292
2t 4ar46,70 3486t.00 471641 513566D0
Z9 44,3W.10 78.x'LS82 6.86x29 4T~,6129D
89 4s~6x.70 >6581A0 4xo6.70 .44501.65
37 44,966.70 a6,eSti3 404367 301526.27
4 44.398.10 36.07755 a,u61b 35DA0036
33 44a96t0 40,397A4 4,001.07 306.396+46
34 'x4.796:10 4C.O7x75 5'5:136 206.68483
35 44596.10 at,3BL76 S,O3S04 2?2.86796
36 44,4610 at9533x 2514.77 17610.61
>7 44,396.10 4L490.'?4 2947JB 136?56.T6
3e as,39s.10 ~ 7544x5 9o7m77
~ 44,39610 43. Biu 1,03697 46552.1a
44.196.10 43,B77D8 521.04 Om
173TALS; s7~s.DZa-to s7Ra566s2 sa~a~os7ss
1tr ca.ry dH46w0
av~
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