SCHEDULE A Monroe #1 BOCES
Dear Mr. Neenan, This letter of intent will confirm our understanding of the principal terms of the proposed Installment Purchase (the “Purchase”) of the equipment described below (the “Equipment”) by Monroe #1 BOCES (“BOCES”) for Webster CSD (the “District”) use as part of a cooperative service provided by BOCES. This letter of intent will also evidence the intention of BOCES and the District to proceed to complete the discussions, approvals and other actions necessary to complete the installment purchase arrangement. The principal terms, to be more fully set forth in a definitive agreement (the “Installment Purchase Agreement”), will include the following:
Equipment to be Purchased:
The purchase will be structured as an installment purchase by BOCES. The District understands that the Equipment will at all times be owned by BOCES, but will be available for use by the District.
Representations and Warranties:
BOCES will not make any warranties, representations or guarantees with respect to the Equipment including, for example, a representation that the Equipment will meet the District’s required specifications or that the Equipment is suitable to address the needs of the District.
No Liabilities Assumed by BOCES:
If the Equipment fails to meet the required specifications or fails to address the needs of the District, BOCES shall have no liability or responsibility to the District. BOCES shall make no commitment to provide services in connection with the Equipment, unless the District enters into a separate services agreement with BOCES.
District Approval:
As a condition to the Purchase, the District’s board of education must adopt a resolution in the form previously provided to the District and, in addition, execute and deliver to BOCES the Installment Purchase Agreement in the form previously provided to the District.
Purchase:
Once the District has provided BOCES with a certified copy of the resolution of the District’s board of education, BOCES will confirm the terms of the financing (i.e., the interest rate and repayment term) and the cost of the Equipment, and secure the District’s written approval of the financing and cost of the Equipment. At that point the District must execute and deliver to BOCES the Installment Purchase Agreement.
Purchase Price:
The District will reimburse BOCES for the following costs related to the Purchase: (i) the cost of the Equipment; (ii) the costs associated with the financing of the Equipment including, but not limited to, any interest.
Payment:
BOCES will issue invoices to the District for all installments due under the installment purchase of the Equipment. The invoice will be issued to the District once BOCES is invoiced by the financing company.
Equipment Maintenance:
The District will maintain and repair the Equipment at its sole expense
Indemnification:
The District will indemnify and hold BOCES harmless from all claims, damage, liability and expense, including reasonable legal fees and court costs, arising from or in any way connected with the Purchase.
The purchase is subject to the execution and delivery of the Installment Purchase Agreement and such other agreements as are necessary and appropriate. Prior to execution and delivery of the Installment Purchase Agreement, the District may elect, for any reason, not to proceed. It is anticipated that BOCES will acquire the Equipment through a supplier or financial institution (“Seller”) pursuant to applicable provisions of the New York State General Municipal Law, Education Law and regulations contained at 8 NYCRR Part 170.3(f). The Installment Purchase Agreement entered into between BOCES and Seller (the “Master Agreement”) shall contain finalized principal and interest payment figures, which may be higher or lower depending upon interest rate fluctuations and other conditions imposed by the Seller. The District hereby agrees to reimburse BOCES for all adjusted costs and expenses contained within the Master Agreement pursuant to the provisions of this Agreement. Kindly sign and return the enclosed copy of the Letter of Intent to indicate that it correctly sets forth the principal terms relating to the BOCES service described above. Very truly yours,
MONROE #1 BOCES
________________________________ Daniel T. White Monroe 1 BOCES District Superintendent Accepted and Agreed to:
by: ______________________________ Brian Neenan Webster Central School Superintendent Please see attached Project Implementation Plan (PIP)