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HomeMy WebLinkAbout1986.04.02 CITY COUNCIL MINUTES A group of scouts was at the meeting. The mayor told the council that he would like them to look around the city for all of the street repair that needs to be done. Maybe Bruce Sutherland and the street committee could get with Farrell and get all the arojects lined up. RE: RESOLUTION TO BORROW TAX ANTICIPATION NOTE A month ago we passed a resolution to borrow on a tax anticipation note. At the time the interest was high and so we didn't do any thing about it, but now the interest rate has gone down, so we need to pass another resolution. (copy attached) RE: FIRE ON COLLEGE SQUARE The mayor told the council that he thought the firemen had done a good job putting out the fire on College Square. They got their ladders up on the third floor and evacuated people. Everyone he had talked to thought they had done a good job. All the firemen were at the fire and some of the wives were at the station answering the phone. RE: GRANT WITH IDAHO TRAVEL COUNCIL Bob Smith and some members of the Dance Festival Committee were at the meeting. Bob intro- duced the committee. He told the council that they had applied fora Grant with Idaho Travel Council for $39,800, but they need matching funds. For every dollar we put in they will match dollar for dollar. The college will donate the facilities which count for about $4000 or $5000. The Chamber of Commerce gave $5000 for matching funds. The Union Pacific assured they would give some money. They would like to ask for the support and help of the council. He said they need about $45,000. Each dance team will spend $1000 a person for travel. The festival will be in August, and they will pick them up in Salt Lake City on the 13th and deliver them on the 21st. They have between nine and eleven teams. .Nine definately are committed. There will be about 400 dancers. They know about the grant about April 24. They will charge $5..00 a ticket and can seat 38,000, or if they put more chairs up they might be able to seat 5000 a night. A motion was made by Nile Boyle and seconded by Sander Larson that the city would agree to underwrite $5000 to the dance committee. All Aye. A motion was made by Sander Larson and .seconded by Glen Pond to pay the bills. All Aye. A motion was made by Nile Boyle and seconded by Bruce Casper to adjourn. All Aye. ~~.~ ~~ City Clerk, Rose "gl May ohn C. Porter MINUTES OF THE CLTY COUNCIL MEETIN April 2, 1986 7:30 P.M. State of Idaho) County of Madison( City of Rexburg) A meeting of the City Councilfor the City of Rexburg, Madison Counry, held March 19, 1986, at the City Hall. Present were: President of Council: Nile Boyle Councilman: Also Present: Glen Pond Bruce Sutherland Bruce Casper Sander Larson Nile Boyle Darlene Blackburn Mary Smith, Attorney Richard Horner, Treasurer Rose Bagley, City Clerk A motion was made by Bruce Casper and seconded by Glen Pond to approve the minutes. All Aye ! Nile Boyle read a letter from Arther C. Porter resigning as a member of the Rexburg-Madison County Airport Commission, effective immediately. (copy attached) Nile said as a council they would like to publicly thank him for the work he has done on the board. RE: HEDGE AT PORTER PARK Bruce Casper reported on the hedge at Porter Park. He thought the council had voted to take out the hedge at the last council meeting. They have taken out the west side of the hedge, and started coming up the north side, when we ran into problems. Some concerned citizens voiced their opinion against taking out the hedge, so we took out all the Russian olives. Now we have a half hedge. Nile Boyle asked the council to go look at the hedge before the next council meeting and see if we want to do anything else to it. If we do, we need to invite the people who are protesting taking it out and have a hearing. RE: RUDD,'DA BELL & CALL PRESENT AUDIT Joe Call and Brad Reed from Rudd, Da Bell & Call were at the meeting to present the audit. One recommendation they had was to increase the utility usage fee. We need to raise the rates so it will break even. They suggested a raise on the water $1.00. The council asked Mary Smith to draw up a resolution so the city could make this increase and have it ready for the council to vote on at the next council meeting. Joe Call said that it was the opin- ion the auditor that the city was in sound financial condition. He said that one thing was that the city needed to have more control on the budget expenses. The financial committee had gone over the audit in detail previously with the auditors. A motion was made by Glen Pond and seconded by Sander Larson to approve the audit. All Aye. The council discussed getting the money from the county, and doing what ever is necessary to get i t. RE: CITY POLICY & PROCEDURES The council discussed the City Policy & Procedures Manual. Glen Pond suggested that on page 2 we make it more clear about an employee being dismissed if he steals from the city. Mary Smith said she would check on it and get with Rose and write that in under reasons from suspension or dismissal. Mary also said she would check to see if under the Idaho statue on Administrative Procedures if we need to publish the manual, and let the council know, so the council could give their final approval in two weeks. RE: BUSINESS LLCENSE FOR "THE GENERAL STORE" Nile Boyle read an application for a business license for "The General Store" at 166 North 5th West, in the Madison Park Apartments, to sell Jewlery and Gifts, from William Clover. Nile Boyle told the council it is zoned R3. The council denied the license. RE: RESOLUTION WITH IDAHO FIRST NATIONAL BANK Mary Smith read a resolution to enter into a municipal equipment acquisition agreement with Idaho First National Bank, who have agreed to finance the. lease of Plymouth Reliant 4-door 196 Model for the police department. They require the payment over a three year period and the interest rate would be 7.99 percent, and the payment would be $266.54 per month. A motion was made by Darlene Blackburn and seconded by Sander Larson to enter into the agree- ment with Idaho First National Band and authorize Nile Boyle, President of the Council, to sign the agreement. All Aye. (copy on file) RE: INSPECTION OF ROADS Bruce Sutherland said he and Farrell Davidson inspected the roads. He asked Farrell to make a list of the repairs needed. There is several places that we don't have the equipment to repair the road. As he makes a list, he will make an estimate of the cost of repair and meet back with the street committee and then Bruce would report to the council. RE: PORNOGRAPHY IN COMMUNITY Gary Brock was at the meeting, he wanted to inform the council of the pornography in the community. It is available here. About ten days ago an incident occured with a distributor and 8,9.10 year old boys from the Adams school walked out north of Rexburg to Horkley's store and shop lifted pornographic magazines. They are at a young tender age. He suggested that the state law and the community law needs to be stronger. It is a problem. Nile Boyle told him that the city has on specific laws, we come under the state law. If it is out of the city limits, we have no jurisdiction. Ed Strobel was also at the meeting to voice his concern. He said he was the parent of a 9 year old and went with a parent of an 8 and 10 year old to a pornographic outlet in this county, and it was shocking. A crawl baby 2 years old could get to the pornography magazine and examine them. We have a problem, that if the community does not establish its moral values then the supreme court says, we cannot enforce laws. We should have control over what is sold and how it is sold, and make sure it does not get down to the Adams Elementary level. c~ Nile Boyle said we need to know how to establish a community standard. Gary Brock asked how the council would respond to a petition against the pornography. Glen Pond asked Gary Brock about the community standard of the city of Orem has, and if he could get a copy of it and give it to the council. Gary said he would try to get it. Sander Larson told them to bring in the petition, it would be helpful. Dell Barney, county commissioner was at the meeting. He said they have no county law, just the state law, but he was not satisfied that we have done all we can, when it comes to kids. Pornography should not be in front of them. He said we all want to keep pornography out of the community and they would do all they could. Breck Barton was at the meeting on behalf of Horkleys. He read a statement, expressing "1r. Horkleys position. Joe Horkley stated that if they were concerned about their kids, they need to teach them not to shop lift and council their kids. NIIe Boyle told them the city would do all they could to help. A motion was made by Glen Pond and seconded by Bruce Casper to pay the bills. All Aye. A motion was made by Bruce Casper and seconded by Glen Pond to adjourn. All Aye. /~ ~ ~l~~ ~~<: ~~~ City 1erk, Ros a ey Ma r, John C. Porter ~' LAW OFFICES OF ~ SMITH, HANCOCK & DALLING MARY SMITH 30 SOUTH 2ND WEST W. LLOYD ADAMS ~. D. HANCOCI( POST OFFICE BOX 427 Haas-tsest DEAN DALLING REXBURG. IDAHO 83440 (208) 356-5493 April 3, 1986 Idaho First National Bank 77 East Main Rexburg, Idaho 83440 Gentlemen: You have requested our opinion as counsel for the City of Rexburg, Idaho, that the attached Equipment Acquisition Agreement is in all respects an enforceable Agreement of the City of Rexburg, Idaho. As legal counsel for the City of Rexburg, Idaho, I am authorized to furnish opinions that may be required in connection with the Equipment Acquisition Agreement (the "Agreement") dated April 2, 1986, between the City of Rexburg and your company. I have examined duly executed originals of the Agreement, the proceedings taken by the City of Rexburg to authorize and execute the Agreement, and such other public records, documents and proceedings as I have deemed relevant and necessary in rendering this opinion. Based on my examination, I am of the opinion that: 1. The City of Rexburg, Idaho, is a duly created and presently existing political subdivision of the State of Idaho. 2. The Agreement has been duly authorized, executed and delivered by the City of Rexburg, Idaho, and is a legal, valid and binding obligation of the City of Rexburg enforceable in accordance with its terms. 3. It is our opinion that the authorization, execution and delivery of the Agreement by the City of Rexburg and the performance of the City of Rexburg of its obligations with respect thereto will not contravene any provision of any applicable law or any applicable judgment, order, decree or I regulation of any Court or any public or governmental agency or authority of the State of Idaho and will not conflict with, Idaho First National Bank April 3, 1986 Page two result in any breach. of, or constitute a default under, any agreement or instrument to which the City of Rexburg is a party or by which the City of Rexburg is bound. 4. It is further our opinion that there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to my knowledge, threatened against or affecting the City of Rexburg wherein an unfavorable decision, ruling or finding would adversely affect the transaction contemplated by the Agreement or the validity or enforceability of the Agreement or any agreement or instrument to which the City of Rexburg is a party and which is used or contemplated by the Agreement. 5. It is also our opinion that the equipment being acquired under the Agreement is an "ordinary and necessary" expense of the City of Rexburg. Sincerely, ~ _~-. ~' Mary Sm'th Counse for the City of Rexburg, Idaho slb RESOLUTION At the regular meeting of the City Council of the City of Rexburg, Idaho, held April 2, 1986, Council Member Darlene Blackburn introduced the following resolution and moved its adoption. Seconded by Council Member Sander Larson and unanimously carried. BE IT RESOLVED that the City Council of the City of Rexburg, Idaho, acquire and finance through the Idaho First National Bank one Plymouth Reliant 4-door, 1986 Model, SN. 1P3BP26K4GF212254, for the balance due thereon of $8,507.95 for a term of three years at 7.99 annual percentage rate. The first payment of $266.54 to be made May 3, 1986, followed by 35 monthly payments of $266.54. BE IT FURTHER RESOLVED that Nile L. Boyle, President of the Council, be and he is hereby authorized to sign the necessary documents on behalf of the City of Rexburg. City Cler S':PATE OF IDAHO ) . ss. County of Madison) I, ROSE BAGLEY, City Clerk of the City of Rexburg, Idaho, do hereby certify that the foregoing is a full, true and correct copy of the Minutes of the regular meeting of the City Council of the City of Rexburg, Idaho, duly called and regularly held at the City Hall April 2, 1986; that said resolution was adopted by the affirmative vote of all Council Members present. IN WITNESS WHEREOF, I have hereunto signed my name and a~fixed the official seal of the City of Rexburg, Idaho, this 2rd day of April, 1986. City Clerk (SEAL) -1- ~„ i- :~ NAME AND ADDRESS OF MUNICIPALITY City of Rexburg Rexburg, ID 83440 THE IDAHO FIRST NATIONAL BANK Box 8247, Dept. 5017 Boise, Zdaho 83733 (208) 383-7332 MUNICIPAL EQUIPMENT ACQUISITION AGREEMENT AGREEt~NT NUMBER Address for billing if different than for Municipality: - Q I 1 Plymouth Reliant 4-door 1986 Model SN. 1P3BP26K4GF212254 ocation o quipment Rexburg, Idaho ame and ddress o endor ON ON Stones Town and Country Nbtors, Inc. Steve Parkinson ~` ~~ South Yellaastone Highway; Rexburg, Idaho 83440 356-9366 THIS AGREEMENT, made this 2nd day of April , 19 86 , by and between the buyer hereinafter r ferred to as "MUNICIPALITY" and THE I 0 FIRST NATIONAL AN K, hereinafter referred to as "COMPANY." WHEREAS, Municipality has determined that a present need exists for the personal property described above and in E. hibit A annexed hereto, hereinafter referred to as the "Equipment," and that it desires to acquire said Equipment soon as possible, and WHEREAS, Municipality is authorized to enter into this Agreement by the laws and regulations to which Municipality subject, and WHEREAS, Municipality has requested Company to provide funding for and on behalf of Municipality to acquire the Equi went, and WHEREAS, Company has agreed to provide the funding £or the acquisition of the Equipment. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: TERM. The Agreement Term shall commence as of the date of this Agreement and extend until the Germination of t Agreement, which is presently contemplated and intended by the parties hereto to be for the total number of payme periods set forth on Exhibit B attached hereto and incorporated herein, provided, however, that this Agreement shy be considered an annual contract which shall be renewable automatically from year to year by the Municipality unlc the Municipality, pursuant to the occurrence o£ the circumstances set forth in paragraph 4 hereof, terminates t Agreement effective at the end of its then current fiscal year by giving written notice to the Company to such effc not less than 90 days prior to the end of the then current fiscal year. "Original Term" shall mean that period time from the commencement date of this Agreement to the end of the Municipality's then current fiscal year, "Rene Term" shall mean each fiscal year of the Municipality or fractional portion thereof following the Original Term dur the remainder of the Agreement Term. The terms and conditions during any Renewal Term shall be the same as the te; and conditions during the Original Teter. THE ADDITIONAL TERMS CONTAINED ON PAGES 2, 3, 4, 5 AND 6 HEREOF WHICH HAVE BEEN READ BY MUNZCIPALITY ARE INCORPORA' BY REFERENCE AND MADE A PART HEREOF. OTHER ADDITIONAL PROVISIONS. Any additional provisions contained in this Agreement are set forth in Exhibit C , Cached hereto and incorporated herein by reference. X Check here if NONE, IN WITNESS WHEREOF, Municipality and Company have caused this Agreement to be executed by their respective offic hereunto duly authorized, all as of the day and year first above written. ATTEST: City CJ.er Acknowledged and Accepted this 2nd IDAHO FIRST NATIONAL BANK By 6NNICIP ITY C' f Rexburg. By: Printed Name, Title: Ni e L. Boyle, President Of Council day of April , I9 86 . MML4D 6 ... - I_ REV. 12/18/85 1. COVENANTS OF MUNICIPALITY. Municipality represents, covenants and warrants that it is a public body core rate and politic and is authorized by the Constitution, laws and regulations to which Municipality is su ject to enter into the transaction contemplated by this Agreement and to carry out its obligations and this Agreement. Municipality has duly authorized the execution of this Agreement by its appropriate off cials and agrees that it will do or cause to be done all things necessary to preserve and keep the Agreeme in full force and effect. Municipality further represents, covenants and warrants that all requiremer. have been met and proceedings taken so that this Agreement will be enforceable. 2, EQUIPMENT ACQUISITION, By appropriate instrument, title to the Equipment has been conveyed to Municipals for in consideration of the Monthly Remittances and/or other payments and upon and subject to the terms condi[ions as herein set forth. 3. SECURITY INTEREST. To secure all Payments, and to secure the performance and observance by Municipality all the covenants expressed or implied herein, Municipality does hereby assign, grant, bargain and conve; security interest in and a lien on the Equipment to Company, i[s successors and assigns. 4. PAYMENTS. A. Municipality shall pay all Payments to Company or its assignees as hereinafter provided in the amou and for the designations as to principal and interest set forth on Exhibit B attached hereto and mad part hereof. B, On any Payment date, Municipality may prepay the remaining amounts due to Company or its assignees der this Agreement by paying to Company oz its assignees a sum equal to all remaining Payments for then applicable Original or Renewal Term including the prepayment option payment designated for t Payment as shown on Exhibit B, plus any other amounts then due under this Agreement, and the secur interest (if any) held by Company and its successors or assigns shall be released immediately witY. additional payment. C. Each Payment and/or Periodically Required (monthly, annually, quarterly or as specified in Exhibit ' Remittance hereunder shall be paid in lawful money of the United States of America. The payment any and every item of equipment described in the schedule shall be the amount designated in the set ule, t-Iunicipality shall pay company said payment in advance, in the amounts and at the times set fe in the schedule, at the office of the company or to such other person and/or at such other place as company may from time to time designate in writing. Notwithstanding any dispute of any kind, Mur ipality shall pay when due all Payments and Periodic Remittances or other sums due hereunder and s: not withhold any Payments or Monthly or other Periodic Remittances pending final resolution of dispute. The Payments and Periodic Remittances shall be absolute and unconditional in all events, Payments and Periodic Remittances shall not be abated through accident or unforeseen circumstan~ Payments and Periodic Remittances shall be payable out of the general funds of tunicipality or any er funds available therefor. D. If any Payment or portion thereof is not paid when due on its respective Payment date, such Paymen a portion thereof shall incur a late charge at the rate of 18o per annum from its due date until pa E. Municipality reasonably believes that funds are available or can be obtained sufficient to pay all ments and other sums hereunder during the Original Term and each of the Renewal Terms. Municipa hereby covenants that it will do all things lawfully within its power to continue this Agreement its entire Term, and to obtain and maintain funds from which Payments and other sums may be paid, eluding making provision for such Payments to the extent necessary in each budget submitted for purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget proved, and exhausting all available reviews and appeals in the event such portion of the budget is approved. F. Notwithstanding anything contained in paragraphs 13 or 14 of this Agreement to the contrary, if all following events listed as 1 through 5, below, shall have occurred and Company has received a wrs. opinion from Municipality's counsel verifying the occurrence of said events, Company's only remedy the occurrence of any event of default hereunder shall be to take possession of the Equipment (if nicipality has not otherwise returned the equipment); provided, however, that no termination. of Agreement shall occur unless Company or its assignees have been so notified that the provisions he have been complied with by Municipality: 1) Funds are not appropriated for any fiscal period during the term of this Agreement in an ar equal to the Payments due during such fiscal period for the acquisition of services and fund which in whole or in part are essentially the same services and functions £or the performanc which the Equipment was acquired; and 2) Written notice thereof is given to Company within ten days of adoption of the final budget such fiscal year; and 3) Municipality has exhausted all funds legally available for all Payments due under this Agreer. and 4) Municipality properly and in a timely manner requests sufficient funds to satisfy the obligat due hereunder in each such subsequent fiscal period and Municipality diligently pursued an c. ercised all reasonable efforts to obtain such funds from the governing body which controls appropriations; and. MML4D6 ~~ -2' f 5) Municipality has paid all Payments due during the fiscal period immediately preceding the fist. ' period for which sufficient funds were not appropriated. G. If the Municipality terminates the Agreement because of nonappropriation of funds in accordance wi the above or due to a default prior Co the expiration of the Agreement Term, Municipality shall n during the period of the Municipality's next succeeding fiscal year purchase, lease, or rent equipme performing functions similar to those performed by the Equipment covered by this Agreement. Furthe Municipality agrees not to permit functions similar to those performed through the use of the Equipme to be performed by its own employees or by an agency or entity affiliated with or hired by Municipali during the period of the Municipality's next succeeding fiscal year, H, Notwithstanding the foregoing, if during the term of this Agreement, Municipality shall subsequent acquire services and/or functions which, in whole or in part, are essentially the same services andi functions for the performance of which the Equipment was originally acquired from Company, Comp. shall have, to the extent permitted by law, the first right to receive such payments up to an amot equal to the aggregate unpaid Payments. I. In the event of "early termination" due to nonappropriation (as provided in paragraph 4, section F) the Municipality and the equipment is returned to the Company, the Municipality agrees as follows: 1) Equipment shall be in the same condition as when purchased, reasonable wear and tear excepted, 2) Municipality will transfer ownership and title to the equipment by the Company by means of a "t; of Sale" and guarantee and indemnify to Company clear title. 3) Municipality at its own expense shall prepare and/or pack and deliver (within the City or Coin in which the equipment was delivered to Municipality) the equipment ready for shipping aboard s carrier as Company may specify. 5. TAXES. Unless Municipality provided Company with evidence necessary to sustain an exemption therefrom, nicipality agrees to pay, when due, all license or registration fees, gross receipts taxes, rental tax. assessments, charges, and sales, use, property, excise and other taxes now or hereafter imposed by any ernmental body or agency upon the Equipment, or the use thereof, other than taxes on or measured by the income of Company. Any fees, taxes or other lawful charges paid by Company or its assigns for the acct: of Municipality shall become immediately due from Municipality to Company or its assigns. 6. TAX INDEMNIFICATION. It is understood and agreed that the obligation of the Municipality hereunder is, purposes of income taxation, being treated by Company as a tax-exempt obligation owed to the Company. tax-exempt status provides the inducement for the Company to offer financing at the interest rate set f~ herein on Schedule B {the "Implicit Interest Rate"). Therefore, should said transaction be deemed by competent taxing authority not to be, for purposes of income taxation, tax exempt; or if tax Iegislatior enacted that results in an increase or decrease in the Corporate tax rate (highest marginal statutory of Federal income tax imposed on Corporations) on the Company effective after the original date of agreement; or tax legislation is enacted after the date hereof which causes a change in the TEFRA Disal ante Deduction (the percentage of reduction set forth in Section 291 (a)(3) of the code or any succe thereto with respect to any financial institution preference item) then the Municipality and Company a that the "Implicit Interest Rate" provided for in this agreement shall be adjusted (increased or decrea to an interest rate, which will provide the Company the pretax equivalent of the Company's "Contempl Taxable Equivalent Yield" (the interest rate that the Company would have to achieve on a taxable to a. equal the pretax equivalent of the "implicit interest rate") as seC forth herein on Schedule B. The Mn ipality or Company (as appropriate) agrees to pay Company/Municipality (whichever is the beneficiary) amounts as are necessary for Company to maintain said "Contemplated Taxable Equivalent Yield," at Munici ity's/Company's (whichever is the obligor) election: A. By increasing/decreasing the periodic installments over the remaining term. B, By paying in a lump sum such amount as will so indemnify Company to the date of repayment of obligation, 7, USE AND MAINTENANCE, Municipality shall use the Equipment in a careful and proper manner, in comply with all applicable laws and regulations, and at its sole expense and cost, maintain the Equipment in repair, condition and working order. Municipality shall not do or permit to be done anything whereby part of Equipment shall be physically damaged or destroyed or Company's security interest in the Equi legally prejudiced, Further, if the Equipment is data, communications or word processing equipment or equipment which the Municipality is not normally capable of maintaining, Municipality, at its expense, enter into and maintain in full force and effect for the duration of the Agreement, the manufacturer supplier's standard maintenance contract, and shall comply with all its obligations thereunder. An a Hate source of maintenance may be used with the Company's prior written consent. Such consent sha granted if, in Company's reasonable opinion, the Equipment will be maintained in an equivalent state of repair, condition and working order. Upon the expiration or early termination of this Agreement, Munic ity shall return the Equipment in a condition which will permit the Company to be eligible for the man' turer's or supplier's standard maintenance contract without incurring any expense to r^pai.r or ~ a.bil such Equipment. The Equipment shall not be moved or relocated from the location shown on the DEb.....IPTI EQUIPMEPIT in this Agreement without the prior written consent of Company, which consent shall not be u sonably withheld. 8. INSURANCE; INDEMNIFICATION. Municipality shall deliver to Compinv or its assignees prior to the into of this Agreement and gnnuaily thereafter, if requested by Company or its assignees, a Certificate of I ante evidencing that the Equipment is insured through an acceptable insurance carrier or by self-insu MML4D6 ~• -3- y+°r°~ as to casualty, public liability and property damage with Company and its assignees, as loss payees as interest may appear, The coverage pursuant to the casualty insurance shall be at least equal at all t during the Agreement Term to the amount necessary to make all remaining Payments for the then applic Original or Renewal Term including the prepayment option payment as set forth in Exhibit B if the Agre< was terminated on a date 90 days following the date o£ loss. Municipality agrees to continue their it ante throughout the entire Agreement Term. Municipality shall indemnify and hold Company, its succe: and assigns, harmless from any and all claims, actions, proceedings, expenses, damages and liabilities. cluding attorneys' fees and court costs, arising in connection with the Equipment, including without lit tion its selection, purchase, delivery, possession, use, operation, cause of injury or damage, rejectic return and the recovery of claims under insurance policies or self-insurance thereon or related thereto. 9, LIENS. Municipality shall not directly or indirectly create, incur, assume or suffer to exist any wort} pledge, lien, charge, encumbrance or claim on or with respect to the Equipment, except with respect tc respective rights of Company or its assignees and the Municipality shall properly, at its own expense, such action as may be necessary to discharge any mortgage, pledge, lien, charge, encumbrance or clair excepted above if the same shall arise at any time. 10. DAMAGE OR DESTRUCTION OF EQUIPMENT. In the event the Equipment is partially lost, stolen, damaged oz stroyed, Municipality will promptly repair and restore the equipment so damaged or destroyed to workinf der for the purpose intended, In the event net insurance proceeds (including proceeds of self~insur~ are not sufficient to pay in full the cost of such repairs or restoration, Municipality will neverthE complete the work thereof and will pay any cost in excess of the amount of the net proceeds of insure Municipality agrees that, if by reason of any such insufficiency of the net proceeds of insurance, Mz ipality shall make payments pursuant to this paragraph, Municipality shall not be entitled to any reimbz ment therefor from the Company or its assignees nor shall Municipality be entitled to any diminution of Payments or other amounts payable by it pursuant to this Agreement, In the event, the Equipment is totally lost, stolen, damaged or destroyed, Municipality shall pay to Cor. or its assignees a sum equal to all remaining Payments for the then applicable Original or Renewal Terr cluding the prepayment option payment as shown on Exhibit B and this Agreement shall terminate. 11. DISCLAIMER OF WARRANTIES; COMPLIANCE WITH LAWS AND RULES. COMPANY r1AKES NO WARRANTY OR REPRESENTATION. THER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR USE OF Ar THE EQUIPMENT OR AS TO ITS TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE Ec MENT. Municipality acknowledges that the Equipment has been purchased in accordance with its specificas and that Company is not a manufacturer of or dealer in such Equipment, and that Company has made no resentation or warranty and assumes no obligation with respect to the merchantability, condition, qualm fitness of the Equipment or the enforcement of the manufacturer's warranties or guaranties. The parties. knowledge that all representations and warranties relating to the equipment are being given directly b} manufacturer of the Equipment to Municipality. Municipality agrees, for the benefit of Company and its assignees, to comply in all respects (incluc without limitation, with respect to the use, maintenance and operation of each item of the Equipment) all laws of the jurisdictions in which its operations involving the Equipment may extend and any leg: tive, executive, administrative or judicial body exercising any power or jurisdiction over the Equip:: provided, however, that Municipality may contest in good faith the validity or application of any suet or rule in any reasonable manner which does not adversely affect the title to the Equipment or the secs interest therein or lien thereon created under paragraph 3 or its interest or rights under this Agree that may be detrimental in the opinion of Company and its assignees. 12. PERSONAL PROPERTY. The Equipment is, and shall at all times during the Agreement Term be and remain, sonal property notwithstanding that the Equipment or any part thereof may be, or hereinafter become it manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any built thereon or any fixture, or attached in any manner to what is permanent as by means of cement, pia: nails, bolts, screws or otherwise, 13. EVENTS OF DEFAULT, Municipality shall be deemed to be in default hereunder upon the happening of any n: following events of default: A. Municipality shall fail to make any Payment, or to pay any other sums required to be paid hereunde B. Municipality shall fail to keep any other terms, covenants or conditions contained herein, 14. REMEDIES ON DEFAULT. Upon the occurrence of an event of default as specified in this Agreement, and r1t ipality shall fail to remedy such event of default with all reasonable dispatch within a period of 30 then Company or its assignees shall have the right, at its option without any further demand or notice pursue any one or more of the following remedies, A. By written notice to Municipality, declare an amount equal to ail Payments due during the then app' ble Original or Renewal Term then in effect to be immediately due and payable whereupon the same , be-'^^!~ im*- ~',,tely due and payable and Municipality shall have the obligation to immediately return Equipment to Company in lieu of Payments which would oth=rwise be due beyond the Original or Rer Term then in effect; B. Re-enter and take possession of the Equipment, enforcing the Agreement or terminating the Agreement repossess the Equipment and sell or lease the Equipment or sell it for the account of the Compan; its assignees holding Municipality liable for all Payments due up to the effective date of such se or leasing and for the difference in the purchase price, rental and other amounts paid by the punch 4.' " L,q.rt r. t~ r. I .- of lessee pursuant to such sale ,or lease and the amounts payable by Municipality due during the Agr; ment Term; and C. Take whatever action at law or in equity which may appear necessary or desirable to collect the P: ments then due and thereafter to become due during the then applicable Original or Renewal Term, or enforce performance and observance of any obligation, agreement or covenant of Municipality under t Agreement, including payment of any amounts which Municipality shall fail to pay hereunder (such as surance premiums, costs of repairs, taxes) any of which payments when made becoming an additio obligation of Municipality to Company and its assignees under this Agreement. Company and its assi ees shall also be entitled to recover all costs and expenses, including attorney's fees, incurred connection with the enforcement of any rights or remedies of Company or its assignees against Mun ipality. 15. PAYMENT BY COMPANY. In case of failure of Municipality to procure or maintain said insurance or to pay s. fees, assessments, charges and taxes, all as hereinbefore specified, Company shall have the right, but sh not be obligated, to effect such insurance, or pay said fees, assessment, charges and taxes, as the case be. In that event, the cost thereof shall be repayable to Company with the next installment, and failure repay the same shall carry with it the same consequence, including interest at one percent (1°%) per month any part thereof, as failure to pay any periodic installment. 16. CONCURRENT REMEDIES. No right or remedy herein conferred upon or reserved to Company is exclusive of other right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of ery other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute otherwise, and may be enforced concurrently therewith or from time to time. 17. ASSIGNMENT. A. Municipality agrees not to sell, assign, lease, sublicense, pledge or otherwise encumber or suffe lien or encumbrance upon or against any interest in this Agreement or the Equipment without Compan prior written consent, which consent shall not be unreasonably withheld. Under no circumstances sh Company's withholding of consent to any such sale, assignment, lease, sublicense, pledge, or other cumbrance or lien by Municipality be deemed unreasonable if such sale, assignment, lease, sublicen pledge, or other encumbrance or lien would cause Municipality's obligation under this Agreement to come an obligation not described in Section 103(a)(1) of the Internal Revenue Code of 1954, tlunicip ity's interest herein may not be assigned or transferred by operation of law. B. Municipality agrees that Company may grant a security interest in and lien on this Agreement and Equipment. Municipality further agrees that Company may assign, in whole or in part, Its right, ti and interest in and to this Agreement, the Equipment and any other documents executed with respect this Agreement to one or more third parties (subject to compliance with paragraph 17.D). Any such signees shall have the rights of Company under the Agreement. C. Any assignee of Company may reassign its interests in this Agreement and its interest in the Equips. and the payments to any other person who, thereupon, shall be deemed to be Company's assignee here der. D. Company will submit copies of all documents relating to assignments by Company hereunder and will cz written notice of any assignments (whether by Company or other assignees) to be sent to municipal and such notice will be sufficient if it discloses the name, tax identification or social security n ber of the assignee, the address to which the Payments and notices hereunder should be made and the fective date of such assignment. No further action will be required by Company or by Municipality evidence the assignment, but Municipality will acknowledge such assignments in writing if so request If requested by the Company's assignees, Municipality shall name such assignees as loss payees on insurance policies obtained or in force. 18. NOTICES. All notices to be given under this Agreement shall be made in writing and mailed by certified registered mail, postage prepaid, to the other party at its address set forth herein or at such address the party may provide in writing from time to time. 19. MISCELLANEOUS. This Agreement, together with the Exhibits hereto, constitutes the entire agreement betty the parties and this Agreement shall not be modified, amended, altered or changed except in writing sig by Municipality and the Company or its assignees. Any provision of this Agreement found to be prohibited law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agr ment. Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and in to the benefit of the parties and their respective successors and assigns. MML4D6 `' -5_ ,~~"'- , EXHIBIT B PAYMENT SCHEDULE Municipality's Fiscal Period: OCt. 1, thru Sept. 30 Agreement Expiration Date: _ THIS OBLIGATION EARNS INTEREST AT AN ANNUAL PERCENTAGE RATE OF"J~cp~, ("IMPLICIT RATE") "CONTEb1PLATED TAXABLE EQUIVALENT YIELD" TO COMPANY -11.0 °~ ANNUAL PERCENTAGE RATE Remittance Number Frequency Date Total Interest Payments due in 36 monthly payments of $266.54 with the first payment being due May 3, 1986. i .. April 3, 1989 Prep2~m OptiL Principal Pa}^,n< ~ ~.n~ ~ i ACCEPTANCE CERTIFICATE THE IDAHO FIRST NATIONAL BANK P. 0, Box 8247, Dept. 5017 Boise, Idaho 83733 Gentlemen: In accordance with the terms of the Equipment Acquisition Agreement dated April 2 19~^, (the "Agreement") between The Idaho First National Bank (Company) and the undersigned City of Rexburg (Municipality) hereby certifies and represents to, and agrees wit , ompany as o ows: 1. The Equipment, as such term is defined in the Agreement, has been delivered and in- stalled at the Equipment Location specified in the Agreement and accepted on the date indicated below. 2. Municipality 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. No Event of Default, as such term is defined in the Agreement, and no event which with notice or lapse of time, ox both, would become an Event of Default, has occurred and is continuing at the date hereof. Based on the foregoing, Municipality May 3 19 86 Date: April 2 19 86 . shall commence the Payments under the Agreement on _City of Rexburg _ Municipality By : .. Printed Name, Title: _ Nll2 L. BOyl2 President of_ Council i `- MMt ~. r c ' ESSENTIAL USE CERTIFICATE With respect to the Equipment Acquisition Agreement dated April 2 , 19 8 6 , between the Company and 1 Citv of Rexburg "htunicipality") it is represented to you that the Equipment as set forth in the Equipment Acquisition Agreement w~ e used by City Police (Department or Division using Equipment) for the following purposes: POl1Ce WUr}C and the use of the Equipment is essential to its proper, efficient and economic operation. APPROPRIATION CERTIFICATE The undersigned of Clty Of Rexburg ("Municipality") hereby certifies that all payments due by Municipality under that certain Equipment Acquisit: Agreement dated as of April 2 , 19 8 6 , between Municipality and the Company for the fiscal year end' Sept. 3 ~ 1989 are within such fiscal year's Budget for Municipality and within an available, unexhaust and unencumbered appropriation for Municipality. INSURANCE CERTIFICATE (Check Appropriate Box) (XJ MUNICIPALITY HAS MASTER POLICY. The htunicipality hereby warrants and covenants that the Equipment, which is the subject matter of the abo mentioned Equipment Acquisition Agreement, has been placed under coverage of the master insurance policy which presently carried by the Municipality. The Municipality states that this master insurance policy has lim which are sufficient to cover the costs of said Equipment and that any deductible portion of said policy is in an amount greater than the cost of the Equipment, so as to make the policy of no value. The Municipality f. they states the master policy shall be in effect during the entire term of the Equipment Acquisition Agreeme~ and the Municipality further states that at all times during the Equipment Acquisition Agreement, the policy- it pertains to the Equipment will be an amount equal to 100 percent of the then insurable interest of The Id First National Bank (IFNB), IFNB's insurable interest is defined as the amount that would then be due IF~B the most recent "Prepayment Option Payment" data as set forth on Exhibit "B" attached to the Equipment Acqui: lion Agreement and made a part thereof. As an example: if the most recent prepayment option payment value forth for the last fiscal period were $].00,000, the Municipality's coverage would be an amount of not less t"t $100,000. ( ] MUNICIPALITY HAS SEPARATE INSURANCE POLICY. The Municipality has purchased a separate insurance policy covering the Equipment which is the subject matter the above set forth Equipment Acquisition Agreement. The amount of the policy is not less than 100 percent the insurable interest of The Idaho First National Bank (IFNB). IFNB's insurable interest is defined as amount that would then be due IFNB on the most recent "Prepayment Option Payment" data as set forth on Exh it "B" attached to the Equipment Acquisition Agreement and made a part thereof. As an example: if the most cent prepayment option payment value set forth for the last fiscal period were $100,000, Municipality's cover. would be an amount of not less than $1.00,000. Municipality further covenants and agrees that the insurance po cy will be renewed on renewal dates and will remain in force during the entire term of the Equipment Acquisit Agreement and will not lapse during the entire term of the Equipment Acquisition Agreement. ( ] MUNICIPALITY IS SELF-INSURED. The Municipality is self-insured with respect to all its insurance risks which risks include, bu*_ are not limi to, the Equipment which is the subject matter of the above-mentioned Equipment Acquisition Agreement. Municip ity further states that should the Municipality cease to be self-insured, that Municipality will either purch. insurance or provide insurance under its then-acquired master policy. In the event that the Municipality sho cease to be self insured, this certificate shall become null and void and the Municipality shall immediately tify the Company by certified mail, return receipt requested, of such change and htunicipality shall comply full with the requirements to obtain insurance as contained in the Equipment Acquisition Agreement by obtair: insurance on the equipment in the form of a single policy or under a master policy. The attached Essential Use Certificate, Appropriation Certificate, Insurance Certificate and Opinion of Counsel . acknowledged as true and valid, and the Municipality agrees to make payments due in the manner set forth i.n the Ec ent Acquisition Agreement. In witness whereof, I have set my hand on behalf of the htunicipality this 2nd day of April ~ 19 86 hinnicipaiity: City of Rexburg By, Printed Name, Title: Nile Boyle, esident of Council .~ Arthur C. Porter 305 East Third South P.O. Box 415 Rexburg, Idaho 83440 (208) 356-6801 March 24, 1986 Mayor and City Council City o f R exburg Rexburg, Idaho 83440 Gentlemenc Please consider this my resignation as a member of the Rexburg- Madison County Airport Commission, effective immediately. I have enjoyed serving on this commission for more than 35 years, representing the city of Rexburg and county of Madison as amember-at-large. During this period I have seen the airport grow from a small "gravel strip" to one of the finest and most active airports in the state. Because in my retirement I now spend much of the winter months away from Rexburg, I feel I can no longer adequately serve the interests of the community on the airport board, and feel the position should be given to another person. I am sending a similar letter of resignation to the Madison County Board of Commissioners, as my original appointment was made jointly by the city and county, at the time the airport commission was established. Respectfully, ' ~ Arthur C. Porter