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MUNICIPAL LEASE-PURCHASE AGREEMENT – PAGE 1
<br />MUNICIPAL LEASE-PURCHASE AGREEMENT
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<br />THIS MUNICIPAL LEASE-PURCHASE AGREEMENT No.7768 (hereafter referred to as "Agreement") dated as of May 2,
<br />2017, by and between Government Capital Corporation, a Texas corporation (herein referred to as "Lessor"), and County of
<br />Kittitas, a political subdivision or agency of the State of Washington (hereinafter referred to as "Lessee").
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<br />WITNESSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as
<br />follows:
<br /> 1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property
<br />described in Exhibit A hereto (hereinafter, with all replacement parts, substitutions, proceeds, increases, additions, accessions,
<br />repairs and accessories incorporated therein or affixed thereto, referred to as the "Property") for the amounts to be paid in the sums
<br />(the "Lease Payments") from any and all legally available funds and on the dates (the "Lease Payment Dates") set forth in Exhibit B
<br />hereto. The obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and unconditional in
<br />all events and shall not be subject to any set-off, defense, counterclaim or recoupment for any reason. The term of the lease
<br />hereunder shall commence upon the dated date of the Exhibit B and shall continue until the end of the Lessee's current fiscal period
<br />and thereafter for such additional fiscal periods as are necessary to complete the anticipated total lease term as set forth in Exhibit
<br />B, unless earlier terminated as provided herein.
<br />2. Section Deleted.
<br />3. Taxes. In addition to the Lease Payments to be made pursuant to Section 1 hereof, Lessee agrees to pay Lessor,
<br />as additional rent, on demand, an amount equal to all licenses, assessments, sales, use, real or personal property, gross receipts or
<br />other taxes, levies, imposts, duties or charges, if any, together with any penalties, fines, or interest thereon imposed against or on
<br />Lessor, Lessee or the Property by any governmental authority upon or with respect to the Property or the purchase, ownership,
<br />rental, possession, operation, return or sale of, or receipt of payments for, the Property, except any Federal or state income taxes, if
<br />any, payable by Lessor. Lessee may contest any such taxes prior to payment provided such contest does not involve any risk of
<br />sale, forfeiture or loss of the Property or any interest therein.
<br />4. Lessee's Covenants and Representations. Lessee covenants and represents as follows:
<br />(a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority
<br />to enter into this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation
<br />of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Agreement
<br />have been, or will be, complied with in a timely manner;
<br />(b) All Payments hereunder have been, and will be, duly authorized and paid when due out of funds then on hand
<br />and legally available for such purposes;
<br />(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority
<br />for, authorization of performance of, or expenditure of funds pursuant to, this Agreement;
<br />(d) Information supplied and statements made by Lessee in any financial statement or current budget prior to or
<br />contemporaneously with the Agreement are true and correct;
<br />(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property,
<br />which need is not temporary or expected to diminish in the foreseeable future;
<br />(f) There are no circumstances presently affecting the Lessee that could reasonably be expected to alter its
<br />foreseeable need for the Property or adversely affect its ability or willingness to budget funds for the payment of sums due
<br />hereunder;
<br />(g) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which
<br />Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds
<br />being appropriated in any Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue
<br />bond or obligation which Lessee has issued during the past ten (10) years.
<br />(h) Lessee will pay the Lease Payment Due by check, wire transfer, or ACH only.
<br />(i) The parties assume that Lessor can exclude the interest component of the Lease Payments from Federal gross
<br />income. Lessee covenants and agrees that it will (i) if the transaction is escrow funded, rebate an amount equal to excess earnings
<br />on the Escrow Fund to the Federal Government if required by, and in accordance with, Section 148(f) of the Code, and make the
<br />annual determinations and maintain the records required by regulations applicable thereto; (ii) use a book entry system to register
<br />the owner of this Agreement so as to meet the applicable requirements of Section 149(a)(3) of the Code; (iii) timely file a Form
<br />8038-G or, if the invoice price of the Property is less than $100,000, a form 8038(GC) with the Internal Revenue Service in
<br />accordance with Section 149(e) of the Code; (iv) not permit the Property to be directly or indirectly used for a private business use
<br />within the meaning of Section 141 of the Code; and (v) comply with all provisions and regulations applicable to excluding interest
<br />from Federal gross income pursuant to Section 103 of the Code.
<br />5. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be
<br />operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not install, use, operate or
<br />maintain the Property improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any governmental
<br />authority, or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the
<br />property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery of the Property until Lessor, in
<br />writing, permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at
<br />its expense, all registrations, permits and licenses, if any, required by law for the installation and operation of the Property. Any
<br />license plates used on the Property shall be issued in the name of the Lessee. If a certificate of title is issuable with respect to the
<br />Property, it shall be delivered to the Lessor showing the interest of the Lessor.
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