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1991-20547-Resolution No. 91-075 Recorded 7/18/199191-20547 REVIEWED 7-74)t-J LEGAL COUNSEL BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON ACTING AS THE GOVERNING BODY OF THE DESCHUTES COUNTY) 911 COUNTY SERVICE DISTRICT A Resolution Approving the Equipment * Lease /Purchase Agreement with U.S. National *,ask , '1 1c,01 Bank and the Financing Terms Therefore and *'" Authorizing Signature of Documents * a. 1/1(.. OF LMED RESOLUTION NO. 91 -071) O7 9 1 - 0 7 1 ) 1 0 7 ' 0 4 1 6 NOW BEFORE THE GOVERNING BODY of the Deschutes County 911 County Service District sitting for the transaction of Deschutes County 911 County Service District business or} the,, ,.�01A day of July, 1991, is the matter of approving the lease : /pu�rcliaWagreement whereby United States National Bank of Oregon, lease /purchases certain equipment to Deschutes County 911 County Service District, Oregon, and authorizing the chair of the governing body of the Deschutes County 911 County Service District to execute the Equipment Lease /Purchase Agreement and such other documents and certificates as may be necessary to carry out the transactions contemplated by the aforementioned Equipment Lease /Purchase Agreement; WHEREAS, Deschutes County 911 County Service District, Oregon (District), is authorized under Oregon Laws 1989 ch. 451 to enter into a lease /purchase agreement for equipment for a term not exceeding twenty years; and WHEREAS, the District desires to lease /purchase certain equipment (Equipment) pursuant to an Equipment Lease /Purchase Agreement set forth as Exhibit "1" hereto (the Equipment "Lease /Purchase Agreement "); and WHEREAS, to accomplish the lease /purchasing of the Equipment, the District as lessee, will enter into an Equipment Lease /Purchase Agreement with United States National Bank of Oregon, as Lessor; now, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON as follows: Section 1. Approval of Lease /Purchase Plan. The Equipment Lease /Purchase Agreement attached hereto as Exhibit "1" and by this reference incorporated herein is hereby approved in substantially the form submitted to and reviewed by the governing body of the District and as attached hereto, with such changes therein as shall be approved by the representative of the District executing said documents, said representative's execution thereof to be conclusive of said representative's approval. The Chairman of the Governing Body of the District is hereby authorized and directed to execute and deliver the Equipment Lease /Purchase Agreement on behalf of and as the act and de qt. 1 - RESOLUTION NO. 91 -075 (7/17/91) 0107 0417 the District and to sign such other documents, certificates, and instruments as are necessary to close this transaction. Section 2. Approval of Financina Terms. The financing terms set forth in the proposal letter from United States National Bank of Oregon and attached hereto as Exhibit "2" and by this reference incorporated herein are hereby approved. Section 3. Further Authority. The District shall, and the officers and agents of the District are hereby authorized and directed to take such other action and expend such funds as may be necessary or desirable to carry out and comply with the intent of this resolution and to carry out, comply with and perform the duties of the District with respect to the Equipment Lease /Purchase Agreement approved by this resolution. Section 4. Effective Date. This resolution shall take effect and be in full force and effect from and after its passage and approval. DATED this 1''day of July, 1991. 4 Recording Secre ary BOARD 0 COUNTY COMMISSIONERS OF DES .UTES COUNTY, OREGON GEN, Commijssioner 2 - RESOLUTION NO. 91 -075 (7/17/91) s r 0107'0418 EQUIPMENT LEASE/PURCHASE AGREEMENT Equipment Lease/Purchase Agreement (the "Agreement ") dated as of July 1, 1991, and entered Into between United States National Bank of Oregon, a national banking association with its principal office In the State of Oregon ( "Lessor"), and the Deschutes County 9 -1 -1 County Service District, Oregon, a municipal corporation existing under the laws of the state of Oregon ( "Lessee "). WITNESSETH: WHEREAS, Lessor desires to lease the Equipment, as hereinafter described, to Lessee and Lessee desires to lease the Equipment from Lessor subject to the terms and conditions of and for the purposes set forth In this Agreement; and WHEREAS, Lessee Is authorized under the laws of the State of Oregon to enter Into this Agreement for the purposes set forth herein; follows: NOW, THEREFORE, for and In consideration of the premises hereinafter contained, the parties hereby agree as ARTICLE 1 Section 1.01. Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor and any Registered Owners (as hereinafter defined) as follows: (a) Lessee Is a public body corporate and politic duly organized and existing under the constitution and laws of the State of Oregon with full power and authority to enter Into this Agreement and the transaction contemplated hereby and to perform all of Its obligations hereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep In full force and effect Its existence as a body corporate and politic. (c) Lessee has been duly authorized to execute and deliver this Agreement by proper action by Its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred In order to ensure the validity and enforceability of this Agreement and Lessee has compiled with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. Lessee shall cause to be executed an opinion of counsel In substantially the form attached hereto as Exhibit 1. (d) During the Lease Term, the Equipment will perform and will be used by Lessee only for the purpose of performing essential govemmental uses and public functions of Lessee consistent with the permissible scope of Lessee's authority. (e) Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing budget year and such other financial Information relating to the ability of Lessee to continue this Agreement as may be requested by Lessor. (1) (g) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code "), Including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or In effect, In order to maintain the excludability from gross Income for federal Income tax purposes of the Interest component of Rental Payments. Lessee covenants and agrees that It will use the proceeds of the Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered Into, and that no part of the proceeds of the Agreement shall be Invested In any securities, obligations or other Investments except for the temporary period pending such use nor used, at any time, directly or Indirectly, In a manner which, if such use had been reasonably anticipated on the date of Issuance of the Agreement, would have caused any portion of the Agreement to be or become "arbitrage bonds" within the meaning of Section 103(bx2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or In effect at the time of such use and applicable to obligations issued on the date of Issuance of the Agreement. Page 1 - EQUIPMENT LEASE/PURCHASE AGREEMENT EXHIBIT 1 0107 0419 (h) Lessee hereby designates the Agreement as " qualified tax- exempt obligations" as defined In Section 265(bx3XB) of the Code. The Lessee reasonably anticipates to Issue qualified tax - exempt obligations (excluding private activity bonds other than qualified 501(cx3) bonds and including all tax- exempt obligations of subordinate entities of Lessee), during the calendar year 1991 In an amount not exceeding $10,000,000. (I) Lessee represents and warrants that (1) it is a govemmental unit under the law of the State of Oregon with general taxing powers, (11) the Agreement Is not a private activity bond as defined in Section 141 of the Code, (III) 95% or more of the net proceeds of the Agreement will be used for local government activities of the Lessee and (iv) the aggregate face amount of all tax- exempt obligations (other than private activity bonds) issued by the Lessee (and all subordinate entities thereof) during the calendar year 1991 Is not reasonably expected to exceed $5,000,000. ARTICLE II Section 2.01. Definitions. The following terms will have the meanings Indicated below unless the context clearly requires otherwise: "Agent" means any agent for the Registered Owners, if any, to which all or a portion of Lessor's right, title and Interest In, to and under the Lease and the Equipment may be assigned for the benefit of the Registered Owners. "Agreement" means this Equipment Lease/Purchase Agreement, including the Exhibits attached hereto. "Commencement Date" is the date when the term of this Agreement and Lessee's obligation to pay rent commences, which date shall be the date on which the Equipment Is accepted by Lessee as indicated In Exhibit 2 hereto or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an escrow agent under an Escrow Agreement or into an account mutually agreed upon by Lessor and Lessee, whichever Is earlier. "Equipment" means the property described in Exhibit 3 and all replacements, repairs, restorations, modifications and Improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Lease Participation Certificates" means certificates evidencing a right to receive a pro rata share of Rental Payments and Purchase Price Payments. assigns. its assigns. "Lease Term" means the Original Term and all Renewal Terms. "Lessee" means the entity described as such in the first paragraph of this Agreement, its successors and "Lessor" means the entity described as such In the first paragraph of this Agreement, Its successors and "Original Term" means the period from the Commencement Date until the end of the budget year of Lessee In effect at the Commencement Date. "Purchase Price" means the amount that Lessee may, in Its discretion, pay to Lessor to purchase the Equipment, as set forth In Section 11.01. "Registered Owners" means the registered owners of Lease Participation Certificates as shown on the registration books maintained by the Agent. "Renewal Terms" means the renewal terms of this Agreement, each having a duration of one year and a term coextensive with Lessee's budget year. "Rental Payments" means the basic rental payments payable by Lessee pursuant to Article VI. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or Is purchasing the Equipment ARTICLE 111 Section 3.01. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and Page 2 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 .0420 hires from Lessor, the Equipment In accordance with this Agreement, for the Lease Term. The Lease Term may be continued solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional Renewal Term up to the maximum Lease Term set forth In Exhibit 4 hereto. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised Its option to continue this Agreement for the next Renewal Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 11.01. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided on Exhibit 4 hereto. Section 3.02. Continuation of Lease Term. Lessee Intends, subject to Section 3.03, to continue the Lease Term through the Original Term and all Renewal Terms and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds In an amount sufficient to make all Rental Payments during the entire Lease Term can be obtained Lessee further intends to do all things lawfully within Its power to obtain and maintain funds from which the Rental Payments may be made, Including making provision for such payments to the extent necessary In each budget or appropriation request approved and to exhaust all available reviews and appeals in the event such portion of the budget or appropriation request is not approved. Section 3.03. Nonappropriatlon. Lessee Is obligated only to pay such Rental Payments under this Agreement as may be lawfully made from funds budgeted and appropriated for that purpose during Lessee's then current budget year. Should Lessee fail to budget appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If this Agreement Is terminated In accordance with this Section, Lessee agrees to peaceably deliver the Equipment to Lessor at such place In the State of Oregon as Lessor shall designate and Lessor shall dispose of the Equipment pursuant to the procedures and limitations set forth In Section 13.02(b), accounting for any surplus to the Lessee. ARTICLE IV Section 4.01. Delivery. Installation and Acceptance of Equipment Lessee shall order the Equipment, shall cause the Equipment to be delivered and Installed at the location specified on Exhibit 3 to thls Agreement and shall pay all delivery and Installation costs, If any, In connection therewith. To the extent moneys are deposited under an Escrow Agreement for the acquisition of the Equipment, such moneys shall be disbursed as provided therein. When the Equipment Is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Equipment and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached hereto as Exhibit 2. ARTICLE V Section 5.01. Enlovment of Equipment Lessor shall provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Any Registered Owner shall not Interfere with such quiet use and enjoyment during the Lease Term so long as Lessee Is not In default under this Agreement. Section 5.02. Location: Inspection. Once Installed, the Equipment will not be moved from the location specified In Exhibit 3 to the Lease without Lessor's consent, which shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during business hours to enter Into and upon the property of Lessee for the purpose of inspecting the Equipment ARTICLE VI Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and Intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not In any way be construed to be a debt of Lessee In contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of Indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee. Section 6.02. Payment of Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor In such amounts and on such dates as described In Exhlblt 4 hereto. Lessee shall pay Lessor a charge on any delinquent Rental Payment at the rate of 12% per annum or the maximum amount permitted by law, whichever Is less. Page 3 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 0421 Section 6.03. Interest Component A portion of each Rental Payment Is paid as, and represents payment of, interest, and Exhibit 4 hereto sets forth the Interest component of each Rental Payment during the Lease Term. Section 6.04. Rental Payments to be Unconditional. SUBJECT TO SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE PAYMENT OF THE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. ARTICLE VII Section 7.01. Title to the Eaulpment Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under this Agreement; provided that title shall thereafter Immediately and without any action by Lessee vest In Lessor and Lessee shall immediately surrender possession of the Equipment to Lessor upon (1) any termination of this Agreement without Lessee exercising Its option to purchase pursuant to Section 11.01 or (11) the occurrence of an Event of Default. It Is the Intent of the parties hereto that any transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sales, certificate of title or other Instrument of conveyance. Nevertheless, Lessee shall execute and deliver any such Instruments as Lessor may request to evidence such transfer. Section 7.02. Security Interest To secure the payment of all of Lessee's obligations under this Agreement, Lessee grants to Lessor a security Interest constituting a first Ilen on the Equipment and on all additions, attachments, accessions thereto, substitutions therefor and on any proceeds therefrom. Lessee agrees to execute such additional documents, certificates of title, financing statements, affidavits, notices and similar Instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain Its security Interest and, upon assignment, the security Interest of the Registered Owners or any other assignee of Lessor In the Equipment Section 7.03. Personal Property. The Equipment Is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which It may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become In any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any Interest In the Equipment from any party having an Interest In any such real estate or building. ARTICLE VIII Section 8.01. Maintenance of Equipment by Lessee. Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment In good repair and working order. Lessor shall have no responsibility to maintain, repair or make Improvements or additions to the Equipment If Lessee shall fall to properly maintain the Equipment as required hereunder, at the request of Lessor, Lessee will enter Into a maintenance contract for the Equipment Section 8.02. Liens. Taxes. Other Govemmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all property taxes. The Rental Payments payable by Lessee under this Agreement have been established to reflect the savings resulting from this exception from taxation. Lessee will take actions necessary under ORS 307.112 to obtain said exemption. Nevertheless, If the use, possession or acquisition of the Equipment is determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges Incurred In the operation, maintenance, use, occupancy and upkeep of the Equipment Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term. Section 8.03. Insurance. At Its own expense, Lessee shall maintain (1) casualty Insurance Insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then In use In Lessee's state and any other risks reasonably required by Lessor In an amount equal to at least the then applicable Purchase Price of the Equipment and, (11) liability Insurance that protects Lessor from liability In all events In an amount satisfactory to Lessor, and (111) worker's compensation Insurance covering all employees working on, In, near or about the Equipment; provided that, with Lessor's prior written consent, Lessee may self- Insure against such risks. All Insurance proceeds from casualty losses shall be payable as hereinafter provided In this Agreement. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Page 4 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 0422 All such Insurance shall be with Insurers that are authorized to Issue such Insurance in the State of Oregon, shall name Lessee and Lessor as Insureds and shall contain a provision to the effect that such Insurance shall not be canceled or modified materially and adversely to the Interest of Lessor without first giving written notice thereof to Lessor at least ten (10) days in advance of such cancellation. All such casualty Insurance shall contain a provision making any losses payable to Lessee and Lessor as their respective Interests may appear. Section 8.04. Advances. In the event Lessee shall fall to either maintain the Insurance required by this Agreement or keep the Equipment In good repair and working order, Lessor may, but shall be under no obligation to, purchase the required Insurance and pay the cost of the premiums thereof and maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term and shall be due and payable on the next rental payment date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever Is less. ARTICLE IX Section 9.01. Damaae. Destruction and Condemnation. If (a) the Equipment or any portion thereof Is destroyed, in whole or In part, or Is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any Insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or Improvement of the Equipment, unless Lessee shall have exercised Its option to purchase the Equipment by making payment of the Purchase Price as provided herein. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any Insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, Incurred in the collection thereof. Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds are Insufficient to pay In full the cost of any repair, restoration, modification or Improvement referred to In Section 9.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or Improvement and pay any costs thereof In excess of the amount of the Net Proceeds and, If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article VI, or (b) purchase Lessor's Interest In the Equipment pursuant to Section 11.01 by paying the then applicable Purchase Price. The amount of the Net Proceeds, If any, remaining after completing such repair, restoration, modification or Improvement or after paying the then applicable Purchase Price may be retained by Lessee. ARTICLE X Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, functioning or Lessee's use of any Item, product or service provided for in this Agreement Section 10.02. Vendor's Warranties. Lessor hereby Irrevocably appoints Lessee Its agent and attomey -in -fact during the Lease Term, so long as Lessee shall not be In default hereunder, to assert from time to time whatever claims and rights (Including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy for the breach of such warranty, Indemnification or representation shall be against the Vendor of the Equipment, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Lease, Including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Equipment Section 10.03. Use of the Eaulpment Lessee will not install, use, operate or maintain the Equipment Improperly, carelessly, In violation of any applicable law or In a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the Installation and operation of the Equipment In addition, Lessee agrees to comply In all respects with all laws of the Jurisdiction in which Its operations involving any Item of Equipment may extend and any legislative, executive, administrative or Judicial body exercising any power or Jurisdiction over the Items of the Equipment; provided that Lessee may contest In good faith the validity or application of any such law or rule in any reasonable manner that does not, In the opinion of Lessor, adversely affect the Interest of Lessor in and to the Equipment Page 5 - EQUIPMENT LEASE/PURCHASE AGREEMENT or its interest or rights under this Agreement. ARTICLE XI 0107 0423 Section 11.01. Purchase Option. Lessee shall have the option to purchase Lessor's Interest In the Equipment, upon giving written notice to Lessor at least sixty (60) days before the time of purchase, at the following times and upon the following terms: (a) On the last day of the Original Term, or any Renewal Term then In effect, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price plus payment of One (1) Dollar to Lessor; (b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment on the day specified In Lessee's notice to Lessor of Its exercise of the purchase option, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor. ARTICLE XII Section 12.01. Assignment bv Lessor. Lessor's right, title and Interest In, to and under this Agreement and the Equipment may be assigned and reassigned In whole or In part to one or more assignees or subassignees by Lessor and, to the extent of their Interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee; provided that (I) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax Identification number of the assignee, and (11) any assignment to or by a Registered Owner shall not be effective until It Is registered on the registration books kept by the Agent. Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated In such register or, In the case of Registered Owners, to the Agent. Lease Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, Including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect Its Interests In the Equipment and In this Agreement. Lessee shall not have the right to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor. Section 12.02. Assignment and Subleasing bv Lessee. None of Lessee's right, title and Interest In, to and under this Agreement and In the Equipment may be assigned or encumbered by Lessee for any reason; except that Lessee may sublease all or part of the Equipment If Lessee obtains the prior written consent of Lessor and an opinion of counsel satisfactory to Lessor that such subleasing will not adversely affect the exemption of the Interest components of the Rental Payments from federal Income taxation. Any such sublease of all or part of the Equipment shall be subject to this Agreement and the rights of the Lessor In, to and under this Agreement and the Equipment Section 12.03. Release and Indemnification Covenants. To the extent permitted by the law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, Including, without limitation, counsel fees and expenses, penalties and Interest arising out of or as the result of the entering Into of this Agreement, the ownership of any Item of the Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any Item of the Equipment or any accident In connection with the operation, use, condition, possession, storage or return of any Item of the Equipment resulting In damage to property or Injury to or death to any person. The Indemnification arising under this paragraph shall continue In full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. ARTICLE XIII Section 13.01. Events of Default Defined. Subject to the provisions of Section 3.03, any of the following shall constitute an "Event of Default" under this Agreement: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on Its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that It be remedied Is given to Lessee by Lessor, unless Lessor shall agree In writing to an extension of such time prior to Its expiration; provided that, if the failure stated In the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold Its consent to an extension of such time If corrective action Is Instituted by Lessee Page 6 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 0424 within the applicable period and diligently pursued until the default Is corrected; (c) Any statement, representation or warranty made by Lessee In or pursuant to this Lease or Its execution, delivery or performance shall prove to have been false, Incorrect, misleading or breached In any material respect on the date when made; (d) Lessee shall (1) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (II) be unable, fall or admit In writing Its Inability generally to pay Its debts as they become due, (111) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against It under applicable federal bankruptcy law, or (v) file a voluntary petition In bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any Insolvency law or any answer admitting the material allegations of a petition filed against Lessee In any bankruptcy, reorganization or Insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent Jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, In each case without Its application, approval or consent, and such order, Judgment or decree shall continue unstayed and In effect for any period of 30 consecutive days. Section 13.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at Its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) (b) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due, Including without limitation delinquent rental payments from prior budget years; Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee's expense to promptly return any or all of the Equipment to the possession of Lessor at such place within the State of Oregon as Lessor shall specify, and exercise the rights of a secured party under ORS 79.5040, which provides for the accounting of any surplus to Lessee; (c) Lessor may take whatever action at law or in equity necessary or desirable to enforce Its rights in the Equipment and under this Agreement; provided that no deficiency shall be allowed against Lessee. Section 13.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor Is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient in order to entitle Lessor to exercise any remedy reserved to It In this Article it shall not be necessary to give any notice, other than such notice as may be required In this Article. ARTICLE XIV Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mall, postage prepaid, to the parties hereto at the addresses Immediately atter the signatures to this Agreement (or at such other address as either party hereto shall designate In writing to the other for notices to such party), to any assignee (other than a Registered Owner) at its address as it appears on the registration books maintained by Lessee and to any Registered Owner at Its address as It appears on the registration books maintained by the Agent. Section 14.02. Certification as to Arbitrage. Lessee hereby represents as follows: (a) The estimated total costs of the Equipment will not be less than the total principal amount of the Rental Payments. (b) The Equipment has been ordered or is expected to be ordered within six months and the Equipment Is expected to be delivered and installed, and the Vendor fully paid, within three years from the Commencement Date. (c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or Page 7 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 0425 other similar fund (I) that Is reasonably expected to be used to pay the Rental Payments, or (11) that may be used solely to prevent a default in the payment of the Rental Payments. (d) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either In whole or In major part, prior to the last maturity of the Rental Payments. (e) To the best of our knowledge, Information and belief, the above expectations are reasonable. (1) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an Issuer whose arbitrage certificates may not be relied upon. Section 14.03. Bindlna Effect. This Agreement shall Inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.04. Severability. In the event any provlslon of this Agreement shall be held Invalid or unenforceable by any court of competent Jurisdiction, such holding shall not Invalidate or render unenforceable any other provlslon hereof. Section 14.05. Amendments. Chances and Modifications. This Agreement may be amended by Lessor and Lessee; provided that no amendment that affects the rights of the Registered Owners shall be effective unless It shall have been consented to by the Registered Owners of a majority, In principal amount, of the Lease Participation Certificates, H any, then outstanding. Section 14.06. Execution In Counterparts. This Agreement may be simultaneously executed In several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.07. Applicable Law. This Agreement shall be governed by and construed In accordance with the laws of the State of Oregon. Section 14.08. Captions. The captions or headings In this Agreement are for convenience only and In no way define, limit or describe the scope or Intent of any provisions or sections of this Agreement. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed In their names by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: UNITED STATES NATIONAL BANK OF OREGON DESCHUTES COUNTY 911 COUNTY SERVICE DISTRICT PUBLIC FINANCE DEPARTMENT By: Title: Address: Public Finance Department 111 S.W. Fifth Ave. - Suite 1080 Portland, Oregon 97204 Page 8 - EQUIPMENT LEASE/PURCHASE AGREEMENT By: Dick Maudlin, Chairman, Board of County Commissioners of Deschutes County, Oregon, Acting as the Governing Body of the Deschutes County 911 County Service District Address: Deschutes County 911 County Service District 62420 Hamby Road Bend, Oregon 97701 Attest: By: County Counsel EXHIBIT 1 DISTRICT COUNSEL'S OPINION Deschutes County 9 -1 -1 County Service District 62420 Hamby Road Bend, Oregon 97701 United States National Bank of Oregon Public Finance Department T -10 111 S.W. Fifth Ave - Suite 1080 Portland, Oregon 97204 0107 0426 Date: Re: Equipment Lease/Purchase Agreement dated as of July 1, 1991, between United States National Bank of Oregon, as Lessor, and Deschutes County 9 -1 -1 County Service District, Oregon, as Lessee. Ladles and Gentlemen: As legal counsel to Deschutes County 9 -1 -1 County Service District, Oregon (the "Lessee "), 1 have examined (1) an executed counterpart of a certain Equipment Lease/Purchase Agreement, including the Exhibits attached thereto or forms of Exhibits to be attached thereto, (the "Agreement ") dated July 1, 1991, by and between the United States National Bank of Oregon, a national banking association with its principal office In the State of Oregon, as Lessor, and Lessee, which, among other things, provides for the lease to with an option to purchase by the Lessee of certain property (the "Equipment "), (2) an executed counterpart of the resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement and (3) such other opinions, documents and matters of law as 1 have deemed necessary In connection with the following opinions. Based on the foregoing, I am of the following opinions: (1) Lessee Is a public body corporate and politic, duly organized and existing under the laws of the State of Oregon, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power; (2) Lessee has the requisite power and authority to lease with an option to purchase the Equipment and to execute, deliver the Agreement and perform its obligations under the Agreement; (3) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of Lessee and the Agreement Is a valid and binding obligation of Lessee enforceable In accordance with Its terms; (4) The authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed In accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and (5) There is no proceeding pending or threatened In any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security Interest of Lessor or Its assigns, as the case may be, In the Equipment Respectfully submitted, Signature: Printed Name: Address: Telephone No.: Page 9 - EQUIPMENT LEASE/PURCHASE AGREEMENT EXHIBIT 2 ACCEPTANCE CERTIFICATE United States National Bank of Oregon Public Finance Department T -10 P.O. Box 4412 Portland, Oregon 97208 0107 0427 Re: Equipment Lease/Purchase Agreement dated as of July 1, 1991, between United States National Bank of Oregon, as Lessor, and Deschutes County 9 -1 -1 County Service District, Oregon, as Lessee. Ladies and Gentlemen: In accordance with the above - referenced Lease/Purchase Agreement (the "Agreement "), the undersigned ( "Lessee ") hereby certifies and represents to, and agrees with, United States National Bank of Oregon ( "Lessor") as follows: (1) The Equipment, as such terms are defined In the Agreement, has been acquired, made, delivered, Installed and accepted on the date indicated below. (2) Lessee has conducted such Inspection and/or testing of the Equipment as It deems necessary and appropriate and hereby acknowledges that It accepts the Equipment for all purposes. (3) Lessee Is currently maintaining the Insurance coverage required by Section 8.03 of the Agreement. (4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as such term Is defined in the Agreement) exists at the date hereof. Date: LESSEE: DESCHUTES COUNTY 911 COUNTY SERVICE DISTRICT By: Dick Maudlin, Chairman Board of County Commissioners of Deschutes County, Oregon, Acting as the Governing Body of the Deschutes County 911 County Service District Page 10 - EQUIPMENT LEASE/PURCHASE AGREEMENT 0107 0428 EXHIBIT 3 EQUIPMENT DESCRIPTION Re: Equipment Lease/Purchase Agreement, dated as of July 1, 1991, between United States National Bank of Oregon, as Lessor and Deschutes County 9 -1 -1 County Service District, Oregon, as Lessee. All such changes In the order of Equipment shall be flied with the Lessor and such Exhibit shall be amended to reflect such purchase change orders. The total Equipment leased hereunder will be equal to or greater than the value stated below. See attached tour pages for Equipment description. Page 11 - EQUIPMENT LEASE/PURCHASE AGREEMENT Total Cost of Equipment: Less County Down Payment: $507,650 (207,650) Total Lease Borrowing: $300,000 Sequoia Systems, Inc. Price Quotation Prepared for EAI Date Printed: 04/30/91 Quote -ID: S /EAI /11 Page 1 * ** SYSTEM CONFIGURATION SUMMARY * ** 0107 0429 Processor Elements: 2 300 User Disk: 0.9GB Memory Elements: 2 16 User Memory: 16MB I/O Elements: 2 User Ports: 128 Tape Drives: 1 * ** HARDWARE CONFIGURATION DETAIL * ** - Pricing - - Maint -- Ref Qty Product Description Unit Total Unit Total 1 1 PS350 Sequoia Series 300 2:0:2 2 AV204 (inc) Console Terminal and Printer 1 CE201 (inc) Main System Segment 1 CE203 (inc) Battery Backup Unit 1 CE304 (inc) Input /Output Segment 2 CI201 (inc) Input /Output Element 2 CP302 (inc) Series 300 Processor Element 1 SL201 (inc) Sequoia C Compiler and Library 1 UDO7 (inc) C User's Guide 1 UD16 (inc) C Reference Manual 1 SL207 (inc) DBX Symbolic Debugger 2 2 CM204 16 Megabyte Memory Element (ME 38,500 77,000 175 350 Four -way interleaved Memory Element (ME) with error correction and 100ns average access time. 260,000 260,000 1,015 1,015 3 2 DD312 1.2GB SCSI Interface Disk Driv 17,850 35,700 50 100 1.2 Gigabyte Capacity (unformatted) Winchester Disk Drive with embedded SCSI Interface. (932MB formatted.) 4 1 DS310 SCSI Disk Tray, Accomodates up 16,850 16,850 100 100 Includes four host adaptors for dual porting, Dual power supplies and cooling fans. 5 1 MC205 Networked Terminal Server Host 11,500 11,500 65 65 Includes (2) Host Adaptors, 100 feet of RG62 Cabling, and Trunk Terminator. Supports up to 6 Clusters of any kind. 6 2 TC216 16 -Line RS232C Cluster Control 4,100 8,200 30 60 Includes 3 feet of RG62 cabling, TEE connector and wall mounting kit. 7 1 TD205 Dual - Density Tape Drive (HP) 28,000 28,000 155 155 1 TK201 (inc) Tape Drive Controller Nine Track Tape Drive (1600/6250 BPI) includes tape controller. Sequoia Systems, Inc. Price Quotation Prepared for EAI Date Printed: 04/30/91 Quote -ID: S /EAI /11 Page 2 8 1 TS110 96 -port RS232C Host Adaptor /C1 34,000 34,000 245 245 1 MC205 (inc) Networked Terminal Server Host Assembly 6 TC216 (inc) 16 -Line RS232C Cluster Controller 0107 0430 Host assembly including (6) 16 -Line Cluster Controllers, 100 feet RG62 cabling, wall mount, and brackets. Will not support any additional Cluster Controllers. Hardware Subtotal: $471,250 $2,090 Sequoia Systems, Inc. Price Quotation Prepared for EAI Date Printed: 04/30/91 Quote -ID: S /EAI /11 * ** SOFTWARE CONFIGURATION DETAIL * ** Page 3 OT ti4 1 - Pricing - - Maint -- Ref Qty Product Description Unit Total Unit Total 9 128 SP201 PICK OA User License 100 12,800 N/C N/C 10 16 SP202 PICK OA Phantom Task 100 1,600 N/C N/C 11 1 ST205 TOPIX Operating System Softwar 22,000 22,000 220 220 1 UDO2 (inc) TOPIX Text Processing Guide 1 UDO3 (inc) TOPIX System Administrator's Guide 1 UD14 (inc) TOPIX System Primer 1 UD20 (inc) Sequoia Documentation Catalog 1 UD23 (inc) TOPIX 5.1 (System V) User Reference Manual 1 UD24 (inc) TOPIX 5.1 (System V) Programming Reference Manual 1 UD25 (inc) TOPIX Programming Guide (System V) 1 UD26 (inc) TOPIX 5.1 System Administrator's Reference 1 UD27 (inc) TOPIX 5.1 (BSD 4.1) Programming Reference Manual Software Subtotal: $36,400 $220 Sequoia Systems, Inc. Price Quotation Prepared for EAI Date Frinted: 04/30/91 Quote -ID: S /EAI /11 * ** System Hardware: Software: Documentation: Education: urchase Price: Installation: * * * 471,250 36,400 0 0 $507,650 $5,077 * ** PRICING SUMMARY * ** Page 4 131117 0432 * ** Maintenance * ** Hardware: Software: 2,090 220 Total Monthly Maintenance: $2,310 * ** NOTES * ** of Note 1 Installation charge is for Sequoia hardware and software only. Communication cables, modems, and non - Sequoia equipment will be installed, if possible, by Sequoia at presiding Customer Service hourly rates. 2 Quoted Maintenance Price requires telemaintenance facility for remote access via the Sequoia Support Network. Customer is responsible for providing two direct - access, telephone lines to support the telemaintenance modems. 3 This quotation is general in nature and is subject to home office approval. 4 Installation amount is based on 1% of total hardware and software amounts. 0107 0433 EXHIBIT 4 PAYMENT SCHEDULE Re: Equipment Lease/Purchase Agreement, dated as of July 1, 1991, between United States National Bank of Oregon, as Lessor and Deschutes County 9 -1 -1 County Service District, Oregon, as Lessee. All terms used herein have the meanings ascribed to them In the above- referenced Agreement. A. Rental Payments. The Rental Payments shall be in the amounts set forth In the "Rental Payment" column of the Payment Schedule contained In this Exhibit 4. B. Purchase Price Schedule. The Purchase Price at any particular time shall be the amount set forth for such time In the "Purchase Price" column of the Payment Schedule contained In this Exhibit 4. The Purchase Price Is In addition to all Rental Payments then due (Including the Rental Payment shown on the same line In the Payment Schedule). Although a Purchase Price Is shown for each Payment Number, the Equipment may be purchased only as described In Section 11.01 of the Agreement. C. Payment Schedule. The Payment Schedule Is as set forth on the following page. Page 12 - EQUIPMENT LEASE/PURCHASE AGREEMENT DESCHUTES COUNTY 911 COUNTY SERVICE DISTRICT 44 0 44 4. a) ) 0 (0 t0 co F- 0) 0) 00000 c 200 co 0 010 - 0)►s.roortoo E`ft L a o 4 o o 6 co co C'i ri 4 6 O N O CO 0) CO N M '[t r 69 r i t0 CO r t0 CO T CO CO T n Q m a. vC cri u cOtn0Oto O t0 N 0 (O CO 0 f` CO CO N N N r r r r 69 69 69 69 69 69 69 fA 69 V3 0 00 00 O N. tt o 0 0 M Ef3 ai 0 Dated Date: 03 0 E C- C c 0 ate) Q 0) as — a_ . c C aj C CL 0 a) 0 as a c 43 .0 E E a Z 0000000000 O N M t0 N O t0 t- M N N (O Ili (O co O o CO ct O r N 0 0 CO 69 st N O h M CO r r MV N 00) co ) CO CO CCO 0 CO CV) N N N T r r r (i3 69 696969(9(f36969 to 0) 0 0 M cD M N M N I`, 0) O O CA CA 0) C) 0) 0 M O r r 0 0 0 0 0 0 t00 t0D CO 0 tO0 CO t00 t00 10 0 100 to c0 (D c0 (0 cG c0 cc (0 (0 M M M M M M M CO M r) 69 69 69 69 69 69 69 69 69 69 0000000000 0 CO 0) CO N CO N t0 CO F- (O O O I' N 6 r Co CJi cfl CA N co CA CO N CA r CO N N N N N M t0 (D 0) T tq (O h CO 0) O r CV C7 t0 N N N N N CO CO CO CO CO 69 69 69 69 09 69 69 69 CO CA 0 0 M O M N M N ts r r c' n (0 1\ Cr r N h O O M CO .4 6 N r 4 CA co co (0 O r h 0 co oD N N N N r 0) CO CO CO CA O to CO (O M N T 69 T 69 69 69 69 69 69 69 69 69 $300,000.00 0000000000 0 0 N M 14) N 0 t() O et Cri CV 4 (V (0 to 6 6 o O co - o r N o o M co CO A T T O v 0 r M M ) r- 0) to 11 O n N CA CO CO O CO CO M N N N r r r r 643 69 (/) 49 CO W 69 69 69 69 69 J N N CO CO ct '7 t0 CO CO (D CA 0 CA 0 0) 0) 0 DI 0) 0) 1 1 1 C 5 C S C 5 C 5 C 5 in in in in O o 0 0 0 0 0 0 0 0 T N CO NJ- IO (D ti CD 0) O 0 O a) cd as C 0 C) 0 cC -C. -0 a) O 0 O O M O C E N 0 O o O O .0 E — 0 E m O O O > M N C a) C) O C N O NN O N as 0. 0 ►.. (j O +� Q. >. N N O 0) E 0 0 C a_ -0 0 aa)) _ i. 3 Y U O C = 0 >> O O . E t o as 0) 0 - N 0. o L u) C L cC O 0 > 4 O E o 3 C co C 0.. co E -13 a) > 0. •' '� .0 0 o) C a) co al a5 (2) 0 H a) 0 E « 0 co co 4 a 0107 0434 1 I. 0107 0435 EXHIBIT 5 DISTRICT'S CERTIFICATE Re: Equipment Lease/Purchase Agreement, dated as of July 1, 1991, between United States National Bank of Oregon, as Lessor and the Deschutes County 9 -1 -1 County Service District, Oregon, as Lessee. I, the undersigned, the duly appointed, qualified and acting of the above - captioned Lessee do hereby certify this day of 1991, as follows: 1. Lessee did, at a (regular or special) meeting of the governing body of the Lessee held , 1991, by motion duly made, seconded and carried, In accordance with all requirements of law, approve and authorize the execution and delivery of the above- referenced Equipment Lease/Purchase Agreement (the "Agreement ") on Its behalf by the following named representative of the Lessee, to wit: Dick Maudlin Chairman, Deschutes County Board of Commissioners Name Title Signature 2. The above -named representative of the Lessee held at the time of such authorlzation and holds at the present time the office set forth above. 3. The meeting of the governing body of the Lessee at which the Agreement was approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof and that the action approving the Agreement and authorizing the execution thereof has not been altered or rescinded. All meetings of the Deschutes County 9 -1 -1 County Service District Board of Commissioners (the "Board ") relating to the authorization and delivery of the Agreement have been: (a) held within the geographic boundaries of the Board; (b) open to the public, allowing all people to attend; (c) held at places that do not practice discrimination on the basis of race, creed, color, sex, age, national origin or disability; (d) announced by public notice reasonably calculated to give actual notice to Interested persons, including the news media which have requested notice, such notice has Included the time and place of the meeting and the principal subjects anticipated to be considered at such meeting; (e) In the case of special meetings, announced with at least 24 hours notice to members of the Board, the news media which have requested notice and to the general public; (f) In the case of emergency meetings, there was an actual emergency such that the meeting could not be delayed for 24 hours and public notice appropriate to the circumstance was given, Including notice to the news media; (9) conducted In accordance with Internal procedures of the Board with a quorum of the Commission In attendance; (h) conducted in a place accessible to the disabled; and (1) made a good faith effort to have an Interpreter for hearing Impaired persons, to the extent requested by such a person, at Its regularly scheduled meetings and made a reasonable effort to have an Interpreter for hearing impaired persons, to the extent requested by such a person, at Its special meetings (as required and defined in ORS 192.630 (5), as amended). 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term Is defined in the Agreement) exists at the date hereof. 5. All Insurance required In accordance with the Agreement is currently maintained by the Lessee. 6. Lessee has, In accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the current budget year and Page 13 - EQUIPMENT LEASE/PURCHASE AGREEMENT a c • 0107 0436 to meet Its other obligations for the current budget year and such funds have not been expended for other purposes. 7. The budget year of Lessee Is from July 1 to June 30. IN WITNESS WHEREOF, I hereunto set my hand the day and year first above written. DESCHUTES COUNTY 911 COUNTY SERVICE DISTRICT By: Dick Maudlin, Chairman Board of County Commissioners of Deschutes County, Oregon, Acting as the Governing Body of the Deschutes County 911 County Service District Subscribed to and sworn before me this day of 1991. Page 14 - EQUIPMENT LEASE/PURCHASE AGREEMENT Notary Public - State of Oregon My commission expires