HomeMy WebLinkAboutIII (C) Approval and Authorization to Award Bid B-98-04 for High Pressure Breathing Air System Agenda 5-5-98
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MEMORANDUM
TO: The Honorable Mayor and Board of City Commissioners
FROM: Joyce Meridith, Buyer
THROUGH: Donald Carter, Finance Supervisor
DATE: April 29, 1998
RE: Award and Financing for Bid B98-04 High Pressure Breathing Air System
The Budget for Fiscal Year 97/98 included the lease-purchase of a High Pressure Breathing Air
System. The budget contains $6,870.00 for lease payments this fiscal year. The request for bids
was advertised on March l5, 1998, and the bids were publicly opened on April 16, 1998. Four
(4) responses were received from:
1) Comp Air Maco- Non-responsive due to failure to remit a bid bond,
2) Channel Innovations - $23,740.00 plus optional carbon monoxide detector at $2.298.00,
for a total bid of$26,038.00,
3) Eagle Compressors- Non-responsive due to failure to remit a bid bond,
4) Breathing Air Systems- $30,338.00.
These proposals were reviewed by the Fire and Finance Departments. Staff recommends
awarding this bid to Channel Innovations, per the attached memo from Chief Strosnider. Also.
staff recommends the purchase of this equipment versus the lease/purchase as originally
budgeted utilizing budgeted funds and excess budgeted funds from the Heavy Rescue Unit.
Action Requested
Staff recommends that the Honorable Mayor and City Commission authorize the purchase of the
Bich Pressure Breathing Unit from Channel Innovations for the amount of$26,038.00, utilizing
the $6,870.00 budgeted for lease payments and $19,168.00 of the excess funds from the
lease/purchase of the Heavy Rescue Unit.
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Acvi.pw
OCOEE FIRE DEPARTMENT
125 N. BLUFORD AVE. OCOEE, FLORIDA 34761-2216
Ron Strosnider Business 656-7796
Fire Chief EMERGENCY 911
MEMORANDUM
To: Donald Carter, Finance Department
From: R. D. Strosnider, Fire Chief get,,,/
Date: April 16, 1998
Re: HIGH PRESSURE BREATHING AIR SYSTEM BID REVIEW
We have reviewed the bid for the High Pressure Breathing Air System from Channel
Innovations and found it to meet our specifications.
We recommend the Finance Department prepare a contract for $26,038.00 with
Channel Innovations, which includes the optional Carbon Monoxide detector
necessary for safety, for subsequent approval by the City Commission during the May
5, 1998 Commission meeting.
Thank you for your assistance in this matter.
Hrn cy *i 11;.3CHrl bHNE ONE LEASING P,3/26
FLORIDA MASTER LEASE-PURCHASE ADDENDUM
(Florida Local Government Lease)
Dated As Of
Master Lease-Purchase Agreement Dated
Lessee:
Reference is made to the above Master Lease-Purchase Agreement ("Master Lease") by and
between Bane One Leasing Corporation('Lessor')and the above lessee Ressee").This Addendum amends
and modifies the terns and conditions of the Master Lease and is hereby made a part of the Master Lease.
Unless otherwise defined herein,capitalized terms defined hi the Master Lease shall have the same meaning
when used herein.
NOW.THEREFORE,as pan of the valuable consideration to induce the execution of Leases Lessor
and Lessee hereby agree to amend the Master Lease as follows:
1. Clause(b)of Section 6.2 of the Master Lease is deleted and replaced with the following:
'(b) on the Return Date Lessee shalt return to Lessor all, but not less than all, of the
Equipment covered by the affected Lease, at Lessees sole expense, in accordance with
Section 21 hereof,provided,that if Lessee fails to so return the Equipment then Lessee shall
pay to Lessor the full amount under Section 15 hereof as if Lessee had elected to exercise
its purchase option for Equipment"
2. Section 8,including subsections 8 1.62 and 8.3 the Master Lease,are deleted and replaced
with the following:
'8. TITLE; UCC FILINGS.
"8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest
in Lessee, subject to Lessors rights under such Lease including, without limitation, Sections 6, 20 and 21
hereof.
48.2 Lessor shall not have a security Interest in any of the Equipment under the Uniform Commercial
Code of the State of Florida.but in order to give notice to others of Lessors rights under Sections 6, 20 and
21 hereof, Lessee agrees to execute and deliver to Lessor UCC financing statements relating to the
Equipment and any amendments thereto."
3. All of Section 20 is deleted and replaced with the following:
"20. REMEDIES. If any Event of Default occurs,then Lessor may. at its option,exercise any
one or more of the following remedies:
'(a) Lessor may require Lessee to pay, and Lessee agrees that it shall pay. (1)
all amounts then currently due under all Leases, (2)all remaining Rent Payments due under
al Leases during the fiscal year O effect when the Event of Default occurs,(3)to the extent
peni ted by applicable taw,the Termination Value due under all Leases when the Event of
Default occurs after subtracting all amounts paid by Lessee under subcause (2) of this
clause(a).and(4)interest on the foregoing amounts at the highest lawful rate from the date
of Lessors demand for such payment
"(b) upon Lessor's request Lessee will promptly return all Equipment to Lessor
In the manner set forth in Section 21,provided,that Lessor waives and releases any right that
(munilease.fla) Page 1
tiYft C9 '98 1:J*Th1 BANG ONE LEASING P.d 26
•
it may have at law or in equity to specific or compulsory performance of the foregoing
agreement of Lessee to return the Equipment to Lessor;
-(c) if Lessee returns any Equipment to Lessor under clause(b)above, then
Lessor agrees to use commercially reasonable efforts under then current circumstances to
sell, lease or otherwise dispose of such Equipment,in whole or in part, h one or more public
or private transactions,and if Lessor so disposes of any such Equipment.then Lessor shall
retain the entire proceeds of such disposition free of any claims of Lessee up to. but not
exceeding.all amounts then currently due Under all Leases, plus the Termination Value due
under all Leases when the Event of Default occurs plus the expenses set forth in clause(e)
of this Section;
'(d) subject to the provisions of the Leases that restrict Lessors right to
repossess or foreclose on the Equipment, Lessor may exercise any other right. remedy or
privilege which may be available to Lessor under applicable law or Lessor may enforce any
of Lessee's obligations under any Lease by appropriate court action at law or in equity;and/or
'(e) Lessor may require Lessee to pay(and Lessee agrees that it shall pay)all
out-of-pocket costs and expenses incurred by Lessor as a result(directly or indirectly)of the
Event of Default and/or of Lessors actions under this section, including, without limitation,
any attorney fees and expenses and any costs related to the repossession, safekeeping,
storage,repair, reconditioning or disposition of any Equipment.
'None of the above remedies is exclusive.but each Is cumulative and in addition to any other
remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude
its exercise of any other remedy. No delay or failure on the pert of Lessor to exercise any
remedy under any Lease shall operate as a waiver thereof,nor as an acquiescence in any
default, nor shall any single or partial exercise of any remedy preclude any other exercise
thereof or the exercise of any other remedy;
4. Nothing in the Master Lease or any Schedule shall be interpreted or construed as granting
Lessor a security Interest in or other lien or encumbrance on any Equipment Notwithstanding anything to the
contrary in the Master Lease or any Schedule,Lessor waives and releases any right that it may have at law
or in equity to specific or compulsory performance of any agreement of Lessee to return the Equipment to
Lessor, to transfer legal or beneficial title to the Equipment to Lessor or to repoc.ss or foreclose on any
Equipment.-
5. Lessor acknowledges that(a)no Lease will be a general obligation of Lessee,(b)no Lease
will be payable from a pledge of ad valorem taxes,and(c)no Lease shall constitute a pledge of either the full
faith and credit of Lessee or the taxing power of Lessee.
6 Except as expmvey amended by this Addendum and other modifications signed by Lessor,
the Master Lease remains unchanged and in full force and effect
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first
referenced above.
Banc One Leasing Corporation
(Lessee) (Lessor)
By: By.
Ti e: Title:
(munilease.ta) Page 2
HF* ['i yd t1:3 41 BANC ONE LEASING P.5/26
• MASTER LEASE-PURCHASE AGREEMENT
Dated as of SAMPLE
This Master Lease-PurchaseAgreementlogetherwith all addenda riders and attachments hereto. as the same may from
time to time be amended.modified or supplemented("Master Lease-)is made and entered by and between Banc One Leasing
Corporation("lessor)and the lessee identified below("Lessee-).
LESSEE:
1. LEASE OF EQUIPMENT_ Subject to the terms and conditions of this Master Lease. Lessor agrees to lease to Lessee, and
Lessee agrees to lease from Lessor.all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
2.CERTAIN DEFINITIONS.All terms defined in the Lease are equally applicable to both the Singular and plural form of such terms.
(a) 'Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda. riders,
attachments,certificates and exhibits thereto.as the same may from time to time be amended, modified or supplemented. Lessee
and Lessor agree that each Schedule(except as expressly provided in said Schedule)incorporates by reference all of the terms
and conditions of the Master Lease.(b)-Lease"means each Schedule and this Master Lease as incorporated tribe said Schedule.
(c)'Equipment"means the property described in each Schedule,togetherwith all adachments.additions,accessions,parts,repairs.
improvements.replacementsand substitunonsthereto.(d)"Lien"means any security interest,lien,mortgage,pledge.encumbrance.
judgment.execution.attachment warrant,writ,levy,other judicial process or claim of any nature whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease("Lease Term-) commences on the first date
any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and,unless earlier terminated as expressly provided
in the Lease, continues until Lessees payment and perfomlance in full of all of Lessee's obagatons under the Lease.
a. RENT PAYMENTS.
4.1 For each Lease.Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in
Me Payment Schedule attached to the Schedule("Rent Payments'').A portion of each Rent Payment is paid as and represents the
payment of interest as set font in the Payment Schedule.Rent Payments will be payable for the Lease Term in U.S.dollars,without
notice or demand at the office of Lessor(or such other place as Lessor may designate from time to time in writing).
4 2 If Lessor receives any payment from Lessee later han ten(10)days from the due date. Lessee shall pay Lessor on
demand as a late charge five per cent(5%)of such overdue amount.limited,however,to the maximum amount allowed by law.
a 3 EXCEPTAS SPECIFICALLYPROVIOED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE
LEASE SIGNED BY LESSOR,THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE COUNTERCLAIM,
ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5. DELIVERY;ACCEPTANCE: FUNDING CONDITIONS.
5.1 Lessee shell arrange for the transpcdadon.delivery and installation of all Equipment to the location specified in the
Schedule("Location"by Equipment suppliers(-Suppliers"selected by Lessee. Lessee shall pay all costs related thereto unless
Lessor otherwise agrees to pay such costs as stated in the Schedule.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its
acceptanceof any Equipment by signing and delivering to Lessor the applicable Schedule_If Lessee signs and delivers a Schedule
and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as
stated in the Schedule(Purchase Pa')to the applicable Supplier
5-3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor
("Funding Conditions')have been satisfied, including,without limitation.the following:(a) Lessee has signed and delivered the
Schedule and as Payment Schedule;lb)no Event of Default shall have occurredand be continua g:(e)no material adverse change
shall have occurred in the Internal Revenue Code of 19136. as amended. and the related regulations and rulings thereunder
(collecwely.the"Code):(d)no material adverse change shell have occurred in the financial=edition of Lessee or any Supplier
(e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessors Liens); (g all
representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all Of the following
documents,which shall be reasonably sabstacory,in form and substance.to Lessor (1)evidence of insurance coverage regulted
MLO ono/Sr%) Page 1
HF1 c i 'Vd 11:49RM BRNI: ONL LLHSINU P,6/e6
by the Lease.(2)an opinion of Lessees counsel:(3)reasonably detailed invoices for the Equipmenm cm l.Ommereial Code
(UCC)financing statements;(5)copies of resolutionsby Lessees governing body authorizing the Lease and incumbency certificates
for the persons)who will sign the Lease:(6)such documents and delegates relating to Me tax-exempt interest payable Under the
Lease (including. without limitation, IRS Form 8036G or 6038GC) as Lessor may request and (7) such other documents and
information previously identified by Lessor or otherwise reasonably requested by Lessor.
6 TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
6.1 For each Lease.Lessee represents and warrants:Nat it has appopnated and budgeted the necessary funds to make
all Rent Paymentsrequired pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences;and
that it intends to make Rent Payments for the full Lease Term as scheduled on the applicable Payment Schedule so long as kinds
art appropnaled in each fiscal year by its governing body.Lessee reasonably believes Nat moneys in an amount sufficient to make
all Rent Payments can and will lawfully be appropriated and made available therefor.All Rent Payments shall be payable out of
the general funds of Lessee or out of other funds legally available therefor. Lessor agrees that the Leases will not be general
obligation of Lessee and that the Leases shag not constitute pledges of ether the full faith and credit of Lessee or the taxing power
of Lessee.
6.2 If Lessees governing body rails to appropnatesuffeient funds in any fiscal year for Rent Payments or other payments
Cu.under a Lease and if other funds are not available for such payments.then a"NomAgoropnation Event shall be deemed to
have occurred.If a Non-Appropriation Event occurs.then:(a)Lessee shall give Lessor immediate notice of such Non-Appropnaton
Event and provide written evidence of such failure by Lessee's goveming body: (b)on the Return Date, Lessee shall return m
lessor all. but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense,in accordance with
Section 21 hereof,and(c)the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided,
that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been
appropriated or are otherwise available, provided further.that Lessee shall pay month-to-morn?)rent at the rate set forth in me
affected Lease for each month or part thereof that Lessee fails to return the Equipment underth,s Section 6.2."Return Date"means
the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease.
6.3 If a Non.ApprupnatiunEvent occurs.then.during the twelve month period following the Return Date,Lessee agrees
not to acquire(by purchase,lease or otherwise)replacement equipment which is functionally similar to the Equipment covered by
such terminated Lease.or to appropriate funds for the acquisition of such replacement equipment.Notwithstanding the foregoing
of this Section 6.3,Vie resMetions of this section 6.3 shall automatically and without further action of the parties be ineffective and
be deleted. (a) from any terminated lease if the net proceeds of the sale of the returned Equipment is sufficient to pay the
Termination Value of the Equipment as of the Return Date,or(b)from any Lease if the application of the restrictions in this section
6.3 would not be permitted by then apptigde law or would cause such Lease to be invalid or unenforceable in any material respect.
1. LIMfTATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED.AS
TO ANY MATTER WHATSOEVER,INCLUDING,WITHOUT LIMITATION,AS TO THE MERCHANTABILITY OR FITNESS FOR
ANY PARTICULARPURPOSEOF ANY OF THE EQUIPMENT DR AS TO THE VALUE,DESIGN,CONDITION.USE,CAPACITY
OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Tenn. Lessor hereby assigns to Lessee any
manufacturers or Suppliers product warranties.express or implied. applicable to any Equipment and Lessor authenzes Lessee
to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that(a)
all Equipment will have been purchased by Lessor in accordance with Lessee's spep6cations from Suppliers selected by Lessee.
(b)Lessor is not a manufacturer or dealer Of any Equipment and has no liability for the delivery or installation of any Equipment.
(c) Lessor assumes no obligation with respect fro any manufacturers or Suppliers product warranties or guaranties. (d) no
manufacturer°,Suppferor any representau veof said parties is an agent of Lessor,and(e)any warranty,representation.guaranty
or agreement made by any manufacturer or Supplier or any representative of said parties shell not be binding upon Lessor.
6. TITLE; SECURITY INTEREST.
8.1 Upon Lessees acceptance of any Equipment under its Lease,title to the Equipment shall vest in Lessee, subject to
Lessors security interest therein and all of Lessors other rights under such Lease including,without limitation. Sections 6.20 and
21 hereof,
62 Aa collateral security for the Secured Obligations.Lessee hereby grants to Lessor a first p onty security interest in
any and all of the Equipment(now exiytingor hereafteracquired)and any and all proceeds thereat Lessee agrees to execute and
deliver to Lessor all necessary documents to evidence and perfect such security interest.including. without limitation, uniform
commercial code(IICC)financing statements and any amendments thereto.
6.3 "Secured Obligations"means Lessee's obligations to pay all Rent Payments and all other amounts due and payable
MID now sins) Page 2
• NPR 49 '98 11:41PM BANE ONE LEASING P.7/26
under all present and future Leases and to perform and observe all covenants, agreements an _, ( d indirect
absolute or contingent,due or to become due.or existing or hereafter arising)of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipmentis and will remain personal property and will not be deemed to be affixed or attached
to real estate or any building thereon.
10. MAINTENANCEAND OPERATION. Lessee agrees R shall.at is sole expense: (a)repatr and maintainall Equipment in good
condition and working order and supply and install all replacement parts or other devices when required to so maintain the
Equipment or when required by applicable law or reguiation, which pars or device, Shall automatically become part of the
Equipment: and (b) use and operate all Equipment in a careful manner in the normal course o1 its operations and only for the
purposes for which it was designed in accordance with the manufacturers warranty requirements,and comply with all laws and
regulations relating to the Equipment,if any Equipment Is coTprnarity covered by a maintenance agreement. Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any
Equipment will be provided by Lessor. Lessee witl not make any alterations,additions or improvements("Improvements)to any
Equipment without Lessors prior written consent unless the Improvements may be readily removed without damage to the
operation, value or utility of such Equipment, but any such Improvements net removed prior to the termination of the applicable
Lease shall automatically become pan of the Equipment.
11. LOCATION;INSPECTION. Equipment will not be removed from.or if Equipment is rolling stork its permanent base will not
be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld.Upon reasonable
notice to Lessee.Lessor may enter the Loation or elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES-
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall
not sublet or Tend any Equipment or permit R to be used by anyone other Nan Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership.
Basing,rental.sale.purchase.possession or use.upon any Lease or upon any Rent Payments or any other payments due under
any Lease. If Lessee fails to pay such Taxes when due.Lessor shall have the right, but not the obligation,to pay such Taxes. If
Lessor pays any such Taxes, then Lessee'hair.upon demand.immediately reimburse Lessor therefor. 'Taxes'means present
and future taxes. levies, duties, assessments or other governmental charges that are not based on the net income of Lessor.
whether they are assessed to or payable by Lessee or Lessor, including. without limitation (a) Sales, use, excise, licensing_
registration,titling,gross receipts, stamp and personal grocery taxes,and (b)interest.penalties or fines on any of the foregoing.
13. RISK OF LOSS,
13.1 Lessee bears the entire risk of toss,theft, damage or destruction of any Equipment in whole or in part from any
reason whatsoever(-Casualty Loss".No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any
Rent Pon lu or to perform any other obligation under any Lease.Proceeds of any Insurance recovery will be applied to Lessee's
oblgations under this Section 13.
13.2 If a Casualty Loss mars to any Equipment. Lessee shall immediately notify Lessor of the same and Lessee shall,
unless otherwise directed by Lessor,immediately repair the same.
13.3 If Lessor determines that any Rem of Equipment has suffered a Casualty Loss beyond repair(-Lost Equipment),
then Lessee shall either,(a)immediatelyreplace the Lost Equipment with similar equipment in good repair,condition and working
orderfree and dear of any Lens(except Lessors Liens)and deliver to Lessor a bill of sale covering the replacement equipment,
in who event such replacement equipment shall automaticalty be Equipment under the aopGcable Lease: or(b) on the next
scheduled Rent Payment date,pay LessorO all amounts owed by Lessee under the applicable Lease,hooding the Rent Payment
due on such date plea Qi)an amount equal to the applicable Tenninadon Value set forth in the Payment Schedule to the applicable
Lease. d Lessee is making such payment with respect to less than an of the Equipment under a Lease.then Lessor will provide
Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost
Equipment_
13.4 Lessee shall beat the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities.
proceedings, actions, expenses (including reasonable attorneys fees). damages or tones arising under or related to any
Equipment.induCmg,but not limited to,the possession.ownership,lease use or operation thereof.These obligations of Lessee
shall survive any expkation or tam inadon of any Lease.Lessee shall not bear the risk of loss of.nor pay for,any claims.liabilities.
proceedings.actions,expenses(including attorneys fees),damage,or losses which arise directly from events occurring after any
MLD 002(3113n5) Page 3
NYK d'i '9U 11rdeft BANC ONE LEASING ��11 AAte�. ]]P.8/Z6
•
Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable LeaiaLrii��iy from
he gross negligence or willful misconduct of Lessor. . --- ---
14. INSURANCE.
14.1 (a)Lessee at its sole expense shall at all times keep all Equipment insured against all nsks of oss or damage from
every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance
ccvereg damage or loss of any Equipmentshall be payable to Lessor as loss payee.(b)Lessee at its sole expense shall at all times
carry public liability and property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor
from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment.Proceeds of any such
public liability or proparry insurance shall be payable first to Lessor as additional insured to the extent of its liability,and then to
Lessee.
14,2 All insurers shall be reasOnablysatisfactOry to Lessor. Lessee shall promptly deliverto Lessor satisfactory evidence
of required insurance coverage and all renewals and replacements thereof.Each insurance policy will require that the insurer give
Lessor at least 30 days pdorwntten notice of any ca icelabon of such policy and will require that Lessor's interests remain insured
regardless of any ad.error.misrepresentationominigri or neglect ofLessee.The insurance maintained by Lessee shall be pn ary
without any nght of contribution from insurance which may be maintained by Lessor.
I S. PURCHASE OPTION. Upon thirty(30)days prior wntten notice by Lessee to Lessor, and so long as there is no Event of
Default then existing.Lessee shall have the option to purchase all.but not less man all.of the Equipment covered by a Lease on
any Rent Payment due date by paying to Lessor all Rem Payments then due(Including accrued interest.if any)plus the Termination
value amount set form on the Payment Schedule to the a0Olicable Lease for such date. Upon satisfaction by Lessee of such
purchase conditions.Lessor shall release its Lien on such Equipment and Lessee shall retain its We to such Equipment'AS-IS,
WHERE.tT,without representation or warranty by Lessor. express or implied.except for a representation that such Equipment is
free and clear of any Liens created by Lessor.
18. LESSEES REPRESENTATIONS AND WARRANTIES. With respect to each Lease and Its Equipment. Lessee hereby
represents and warrants to Lessor that
(a) Lessee has full power.authority end legal nght to execute and deliver the Lease and to perform its obligations under
the Lease.and all such actions have been duly authorized by appropriate endings and actions of Lessee's governing body;
(b) the lease has been duly executed and delivered by Lessee and constitutes a legal.valid and binding obligation of
Lessee, enforceable in accordance with its terms;
(c)the Lease is authorized under,and the authonzation.execution and delivery of the Lease complies with,au applicable
federal,state and local laws and regulations(including,but not limited to,all open meeting.public bidding and property acquisition
laws)and all applicable judgments and court orders;
(d) the execution,delivery and performance by Lessee of as obligations under the Lease will not result in a breach or
violahon of,nor constitutea default under,any agreement.lease or other instrument to which Lessee is a pony or by which Lessee's
properties may be bound or affected:
(e)there is no pending,of to the best of Lessees knowledge threatened.linga0on Of any naturewhich may have a material
adverse effect on Lessees ability to pertonn its obligations under the Lease; and
(0 Lessee is a sate.or a poWcal subdivision thereof,as referred to in Section 103 of the Code.and Lessee's obligation
wrier the lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
17. TAX COVENANTS.Lessee hereby covenants and agrees that
(a)Lessee shall cgmptywifh all of the requirements of Section 149(a)and Section 149(e)of the Code,as the same may
(e amended from time to lime,and such compliance shall include,but not be limited tu,keeping a complete and accurate record
of any assignments of any Leese and executing and fling Internal Revenue Fonn 8038G or 8038GC.as the case may be.and any
other information statements reasonably requested by Lessor
(b)Lessee shall not do(or cause to be done)any act which will cause,or by omission of any act allow.any Lease to be
an'arbitrageboner within the meaning of section 148(a)of the Code or any Lease to be a'privateactivityboner within the meaning
of Section 141(a) of the Code:and
MLD 002(gn e(eb) Page 4
HFk Gb '913 11l42RP1 Hitt ONE LEASING P.9/26
(c)Lessee shall not do(or cause to he done)any ad which will cause.or by omission of any E1e1aSft portion
of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code.
18. ASSIGNMENT.
18.1 Lessee shall not assign,transfer,pledge. hypothecate.nor grant any Lien on. nor otherwise dispose of. any Lease
or any Equipment or any interest in any Lease Or Equipment.
182 Lessor may assign its rights,title and interest in and to any Lease or any Equipment.and/or may grant or assign a
security interest in any Lease and its Equipment.in whole or in part to any patty at any time.Any such assignee or lienhoider(an
'Assignee,shall have all of the rights Of Lessor under the applicable Lease.LESSEEAGREES NOT TO ASSERT AGAINST ANY
ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such
assignment Transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease.An assignment or
reassignment of any of Lessor's right,tide or interest in a Lease or its Equipment shall be enforceable against Lessee only after
Lessee receives a written notice of assignment which discloses the name and address of each such Assignee:provided,that such
notice from Lessorto Lessee of any assignment shall not be so required if Lessor assigns a Lease to BANC ONE CORPORATION
or any of its director indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form
necessary to comply with Section 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so
requested.
18.3 Each Assignee of a Lease hereby agrees that(a) the term Secured Obligations as used in Section 8.3 hereof is
hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of
Lessee under any Non-Assigned Leases:(b) said Assignee shall have no Lien on,nor any claim to, nor any interest of any kind
in,any Non-AssignedLeases:and(c)Assigneeshall exercise its rights,benefits and remedies as the assignee of Lessor(Including,
without limitation. the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned
Leases'means only those Leases which have been assigned to an Assignee pursuant to a wntten agreement.and"Non-Assigned
Leases'means all Leases excluding the Assigned Leases.
18.4 Subject to the foregoing,each Lease inures to the benefit of and is binding upon the heirs.exeunors,administrators.
successors and assigns of the parties hereto
19. EVENTS OF DEFAULT. For each Lease, 'Event of Default'means the occurrence of any one or more of the following events
as they may relate to such Lease. (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in
accordancewith the terms of the Lease,and any such failure continues for ten(10)days after the due date thereof,(b)Lessee fails
to perform or Observe any of its obligations under Sections 12.1.14 or 18.t hereof,(c)Lessee fails to perform or observe any other
covenant,conditon or agreement to he performed or observed by it under the Lease and such failure is not aired within thirty(30)
days after receipt of written notice thereof by Lessor. (d)any statement.representation or warranty made by Lessee in me Lease
or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false.misleading
or erroneous in any material respect as of me tine when made:(e)Lessee applies for or Consents to the appointment of a receiver,
trustee,conservator or liquidatorof Lessee or of all or a substantial part of its assets.or a petition for relief is filed by Lessee under
any federal Or state bankruptcy, insolvency or similar law. or a petition in a proceeding under any federal or state bankruptcy.
insolvency or similar law is filed against Lessee and is not dismissed within sixty(60)days thereafter:or(y Lessee shall be in
defaultunder any other Lease or under any other anandng agreement executed at any lime with Lessor.
20. REMEDIES. H any Event of Default occurs.then Lessor may,at its option.exercise any one or more of the following remedies:
(a) Lessor may require Lessee to pay(and Lessee agrees that it shall pay)all amounts then currently due under all Leases
and atl remaining Rent Payments due under all Leases dunng the fiscal year in effect when the Event of Default occurs together
with interest on such amounts at the highest lawful rate from the date of Lessor's demand for such payment:
(b) Lessor may require Lessee o promptly return as Equipment to Lessor in the manner set forth in Section 21 (and
Lessee agrees matt shall so return the Equipment).or Lessor may,at its option.enter upon the premises where any Equipment
is located and repossess such Equipment without demand or notice,without any court order or other process of law and without
liability for any damage ocC2sioned by such repossession:
(C) Lessor may sell,lease or otherwise dispose of any Equipment In whole or in part,in one or more public or private
transactions,and if Lessor so disposes of any Equipment, Men Leeaor snail retain the entire proceeds of such disposition free of
any claims of Lessee,provided,that the net proceeds of any such disposition than be applied to amounts payable by Lessee under
cause(a)above of this Section only to the extent that such net proceeds exceed the applicable Terminati0n Value set forth in the
applicable Schedule.
MID ou2(3/15r96) Page 5
writ ply 'He 11:4341 BPNC ONE LEASING P.10R6
(d) Lessor may terminate,cancel or rescind any Lease as to any and all Equipment. SAMPLE
71.f PLE
(e) Lessor may exercise any other right,remedy or privilege which may be available to Lessor under applicable law pr,
by appropriate court action at law or in equity.Lessor may enforce any of Lessees obligations under any Lease;and/or
(1)Lessor may require Lessee to pay(and Lessee agrees that It shall pay)all out-ofpocket costs and expenses incurred
by Lessor as a result(directly or indirectly)of Vie Event of Default and/or of Lessors actions under this section.including.without
limitation,any attorney fees and expenses and any costs related to the repossession.safekeeping.storage, repair,reconditioning
or disposition of any Equipment.
None of the above remedies is exclusive,but each is cumulative and in addition to any other remedy available to Lessor.Lessors
exert:m of one or more remedies shad not preclude its exercise of any other remedy.No delay or failure on the part of Lessor to
exercise any remedy under any Lease shall operate as a waiver thereof,nor as an acquiescence in any clela n nor shall any single
or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provision of any Lease,including any termination thereof pursuant
to Sections 6 or 20 of this Master Lease,to obtain possession of any Equipment or if Lessee is obligated at any time to return any
Eguiprnent.then(a)title to the Equipment shall vest in Lessor immediately upon Lessors notice thereof to Lessee. and(b)Lessee
shall.at its sole expense and risk.immediately de install,disassemble.pack crate,insure and return the Equipment to Lessor(all
in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such
Equipment shall be in the same condition as when received by Lessee(reasonable wear,tear and depreciation resulting from
normal and properuse excepted),shall be in good operating order and maintenance as required by the applicable Lease.shall be
free and clear of any Liens (except Lesloes Lien)and shall comply with all applicable laws and regulations. Until Equipment N
returned as required above. all terms of the applicable Lease shall remain in full force and effect including,without limitation.
obligations to pay Rent Payments and to insure the Equipment.Lessee agrees to execute and deliver to Lessor au documents
reasonably requested by Lessor o evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence
the termination of Lessee's interest in Such Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee(the'State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by
certified mail to the other party al its address set font,herein or at such address as the party may provide in writing from time to
time. My such notices shall be deemed to have been received five(5)days subsequent to mailing.
24. FINANCIAL INFORMATION. Within thirty(30)days of their completion in each fiscal year of Lessee during any Lease Tenn.
Lessee will deliver to Lessor upon Lessors request the publiciy available annual financial information of Lessee.
25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and
do not define or limit the scope of any provision of any Lease.
26. EXECUTION IN COUNTERPARTS.Each Schedule to this Master Lease may be executed in several counterparts,each of
which shall be deemed an original,but all of which shall be deemed one instrument Only one counterpart of each Schedule shall
be marked'Lessoes Original and all other counterparts shall be deemed duplicates.An assignment of or security interest in any
Schedule may be created through transfer and possession only of the counterpart marked-Lessor's Original'.
27. ENTIRE AGREEMENT;WRITTEN AMENDMENTS. Each Lease,together with the exhibits attached thereto and made a part
hereof and other attachments thereto,and other documents or instrumentsexecuted by Lessee and Lessor in connection therewith.
constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby.and such Lease
shall not be modified,amended,altered,or changed except with the written consent of Lessee and Lessor.Any provision of any
Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the
Lease.
LESSEE: LESSOR
Banc One Leasing Corporation
BY: By:
Title: Ltle:
HID 0020/15e%) Page 6
• uPt C9 9H 11:44AN SANE GEE LEASING �P.11 26
SAMPLE
1F
1111 Polaris Parkway, Suite A7
(Street Address) Columbus. Ohio a92a0
(City, State. Zip)
MID 002(3/155a) Page 7
HrN Cy yU 11;441-N1 U41L ONE LEASING P.12/26
LEASE SCHEDULE NO.
Dated As Of Gf A T.T-OT 'L�
This Lease Schedule.together with its Payment Schedule.is attached and made a part of the Master Leesee--Purchase Agreement
described below('Master Lease')between the Lessee and Lessor named below.All terms and conditions of the Master Lease are
incorporated herein by reference.UntessmAerwisedefined herein,capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease Purchase Agreement dated
A.EQUIPMENT DESCRIBED.The Equipment includes all of the property described on Schedule A-1 attacked hereto and made
a an hereof.
B.EQUIPMENT LOCATION:
C. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR. LESSEE AGREES THAT. (a) LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT.(b)ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH
ALL PURCHASE ORDERS.CONTRACTS AND SPECIFICATICNS:(0) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES
OF THE LEASE'AS-IS,WHERE-IS)ANO(d)LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE
D.ESSENTIAL USE:CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper,efficient and economicfunctioning or to the services that Lessee provides to its citizens and the Equipment win
be used by Lessee only far the purpose of performing its governmental or propdetery functions consistent with the permissible
scope of its authority.Lessee curemly intends for the full Lease Term: to use the Equipment to continue this Lease:and to make
Rental Payments if funds are appropnated in each fiscal year by its governing body.
E.RENTAL PAYMENTS,LEASE TERM: The Rental Payments to be paid by Lessee tO Lessor,the commencement date thereof
and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule.
F. RE-AFFIHMAPON OF THE MASTER LEASE:Lessee hereby re-affirms all of its representations.warranties and obligations
under the Master Lease pnduding.without limitation,its obligation to pay all Rental Payments,its disclaimers in Section 7 thereof
and its representations in Secsons 6.1 and 16 thereof.
G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 266(0)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN
S10.000.000 OF ITS OBLIGATIONSAS QUALIF IEDTAX-EXEMPT OBLIGATI C NS IN ACCORDANCE WITH SUCH SECTION FOR
THE CURRENT CALENDAR YEAR AND THAT IT REASONABLYANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT
OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED S10,000 000.
Equipment/Escrow Acceptance Date:
LESSEE: LESSOR:
Banc One Leasing Corporation
By: By'
Tale: Title:
1111 Polaris Parkway, Sate A3
(Street Address) Columbus.Ohio 4324C
(City, State,LT))
MLDS 01 (0426196)
APw 29 '98 11:aafs1 BA NC ONE LEASING P.1326
Section 6.This resolution shad take effect immediately upon its adoptwn and approval. 7.7i.L'W 7 t 01
ADOPTED AND APPROVED on this , 19_
The undersigned secrebry/Clerkof the above-named Municipality hereby certifies and attests that the undersigned has access
to the offiaalrecords of the Governing Body of the Municipality.that The foregoing resolutions were duly adopted by Said Governing
Body of the Munictpality at a meeting of said Governing Body and that such resolutions have not been amended or altered and are
in MI force and effect on the date stated below.
Signature of Secretary/Clerk of Municipality
[SEAL]
Prim Name;
Official Tee:
Gate:
MLDRES01 (0426/96)
rfrk C 'tid di:atM9 bkllc ENE LEASING SAMPLE
! .s'r P.14/26
LEASE SCHEDULE NO.
Dated As Of
This Lease Schedule.together with its Payment$cbedule.is attached and made a part of the Master Lease-Purchase Agreement
described below('Master Lease)between the Lessee and Lessornamed below.All terms and conditions of the Master Lease are
incorporated herein by reference.Unless otherwise defined herein.capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease-Purchase Agreement dated
A.EQUIPMENT DESCRIBED:The Equipment-}ncludes all of the property described on Schedule-A-1 attached hereto and made
a part hereof.
B. EQUIPMENT LOCATION:
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT. (a) LESSEE HAS
RECEIVEDANO IN$PECTEDALL EQUIPMENT;(b)ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH
ALL PURCHASE ORDERS,CONTRACTSAND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES
OF THE LEASE-AS-IS.WHERE-IS-;AND(d)LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
D.ESSENTIAL USE;CURRENT INTENT OF LESSEE: Lessee represents and agrees Nat the use of the Equipment is essennal
to Lessee's proper.efferent and economic functioning or to the services that Lessee provides t0 its citizens and the Equipment will
Oe used by Lessee only for the purpose of perfonnmg its governmental or proprietary functions consistent with the permissible
scope ofia authority.Lessee currently intends for the full Lease Term:to use the Equipment.to continue this Lease:and t0 make
Rental Payments if funds are appropriated in each fiscal year by its governing body.
E.RENTAL PAYMENTS;LEASE TERM:The Rental Payments to be paid by Lessee to Lessor. the commencement date thereof
and the Lease Terre of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule.
F RE-AFFIRMATION OF THE MASTER LEASE Lessee hereby re-affirms all of its representations, warranties and obligations
under the Master Lease(including,without limitation its obligation to pay all Rental Payments,its disclaimers in Section 7 thereof
and its representations in Sections 6.1 and 16 thereof).
Equipment/Escrow Acceptance Date:
LESSEE: LESSOR:
Banc One Leasing Corporation
By: by:
Ttle: Title:
1111 Potans Parkway,Suite A3
(Street Address) Columbus,Ohio 43240
(City.State.Zip)
MUDS 01 (04/26r96)
ttt< cy 7d 1j 4*41 bHIJL UHL LtL+S1Nb P. 1526
SCHEDULE A-1
Equipment Description SAWLE
ease Schedule Na. dated
The Egwpmentdescnbed below includes all attachments additions. accessions.parts repairs.improvements.replacements and
substitutions thereto.
Expected Equipment Purchase Price 5
Minus Lessee Down Payment/Trade-in 5
Net Amount Financed
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule.
Banc One Leasing Corporation
(Lessee) (Lessor,
By:_ By:
Title'_ Title:
MLDSAL-1 01 (426/96) Page I
1I'4DH' PPM_ Pit LENSING P.1626
PAYMENT SCHEDULE SAN T��7�� -�t
E This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of
the Master Lease-Purchase Agreement identified therein, all of which are between the Lessee and Lessor
named below,
Lease Schedule No. dated
Accrual Date:
Amount Financed: S
Rent Rent Rent Interest Princ'oal Termination
Number Date Payment Portion Parton Value
S $ $ S
LESSEE: LESSOR:
Banc One Leasing Corporation
By. By. _._.
Title- Title:
MLOPYMt d1 (0<Ra/aa)
Hew ey 4e 1:45Hm URHC ONL LENSING P. 17/26
FORM OF OPINION OF COUNSEL
(To Be Typed on Attorney s Letterhead Stationery) eA m7 �1
Cate: SMATIE
Lessee:
Lessor
Re: Lease Schedule No. dated together with its Master Lease-.
PurchaseAgreementdated as of by and between the above-named Lessee and me
above-named Lessor[and the Escrow Agreement dated relating to the foregoing]
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule. the Master Lease-Purchase Agreement and all other
agreements descnbed above or related thereto(collectively. the-Agreements-)and various related matters, and in this capacity
have reviewed a duplicateoriginal or certified copy of the Agreements and such other documents as I have deemed necessary for
the purposes of this opinion.
Based upon the examinauon of such documents,it is my opinion Ellet-
t Lessee is a political subdivision of the Stale of (the"State')duly organized.existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under Slate law to enter into all of the Agreements. and to carry out its obligations
thereunder and me transactions contemplated thereby.
3 The Agreements and all other documents related thereto have been duly authorized.approved and executed by and on behalf
of Lessee.and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms.except
to the extent limited by State and Federal laws affecting creditor's remedies and by bankruptcy, reorganization or other laws of
general application relating to or affecting the enforcement of creditors'rights.
4 The authanzation,approval and execution of the Agreements and all other oroceedings of Lessee relating to the transactions
centemplated thereby have been performed in accordancewen all applicable Local.Start and Federal laws(including open meeting
laws and public bidding and property acquisition laws).
5. To the best of my knowledge, mere is no litigation or proceeding pending before any court. administrative agency or
governmental body,mat challenges:Me organ.ationor existence of Lessee:the authority of its officers.the proper aulhvngaLon,
approval and execution of any of the Agreements or any documents relating thereto:the appropriationof monies to make payments
underthe Agreements for the current fiscal year,or the ability of Lessee otherwise to pertonn its obligations under the Agreements
and the transactions contemplated thereby
6.Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986.as amended.
and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very WY yours,
•
Attorney
•
MLDOPN 01 (0426/96)
• MM ev 'xi 11:4bM'1 I3HNU NNE LERSING P.16/26
CERTIFICATE OF INOUMI5ENCY
Lessee:
Lease Schedule No. Dated
the undersigned Secretary/Clerk identified below. do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerkoflhe above Lessee(the'lessee').a political subdvlsion duly organized and existing under the laws of the State
where Lessee is located.that I have the title stated below.and that,as of the date hereof.the individualsnamed below are the duly
elected or appointed officers of the Lessee holding the offices set forth opposite their respective names.
(NOTE: Use same titles as Authorized Representatives stated in Resolutions.)
Name Title Signature
Name Title Signature
Name Title Signature
IN WITNESS WHEREOF,I have duty executed this certificate and affixed the seal of such Lessee as or the date set forth
below.
(SEAL]
Signature of Secretary/Clerk of Lessee
Print Name:
Official Title
Cale:
MLOCERT01 (04/26/96) Page I
..R o 00 1Ln4bH1'1 bHI't ONE LEHSINAJ P.19/E6
RESOLUTIONS
SAMPLE
Municipality/Lessee: - - -- --
Principal Amount Expected To Be Financed:5
WHEREAS,the Municipality*a polilicalsubdivision of the State in which Municipalityis loated(the'State)and is duly organized
and existing pursuant to the Constitution and laws of the State.
WHEREAS.pursuantto applicable taw.the governing body of the Municipality("Governing Body")is authorized to acquire,dispose
of and encumber real and personal property.including,without limitation. nghts and interest in pro leases and
necessarytoproperty. easements
the Nndons or operations of the Municipality.
WHEREAS. the Governing Body hereby finds and determines that the execution or one or more lease-purchase agreements
(*Equipment Leases') in the principal amount not exceeding the amount stared above for the purpose of acquiring the properly
(*Equipment') to be disc-abed in the Equipment Leases is appropriate and necessary to the functions and operations of the
Municipality-
WHEREAS,Sane One Leasing Corporation(-Lessor)shall ea as Lessor under said Equipment Leases.
NOW.THEREFORE. Be It Ordained by the Governing Body of the Municipality.
Section 1 Either one of the OR (each an'Authorized
Representativelacting on behalf of the Muniapaiity,*hereby authorized to negotiate,enter into.execute.and deliver one or more
Equipment Leases in substantially the form set!rah in the document presently before the Governing Body,which document is
available for public inspeaonar me office of the Municipality. Each AuthanzedRepreseraative yang on behalf of me Municipality
is hereby authorized to negotiate.enter into.execute.and deliver such other documents relating to the Equipment Lease as the
Authonzed Representadvedeems necessary and appropriate. All other related contracts and agreements necessary and incidental
to me Equipment Leases are hereby authorized. •
Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate
specifically identified officers or employees of the Municipality to execute and deliver agreements and documents relating to me
Equipment Leases on behalf of the Municipality.
Section 3. The aggregate anginal principal amount of the Equipment Leases shall not exceed the amount stated above and shall
bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the
Municipality as set forth therein.
Section 4. The Municipality's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the
Governing Body as set forth in each Equipmen•Lease and the Municipality's obligations under the Equonent Leases shall not
constitute a general obligations of the Murucpality or indebtedness under the Constitution or laws of the State.
Seaton 5. As to each EquipmentLease.the Municipality reasonably anticipates to issue not more than S10.000.000 oftaxexernpt
obligations(other than"pnvate activity bonds'which are not'qualified 501(0)(3)bonds')during the fiscal year in which each such
Equipment Lease is issued and hereby designates each Equipment Lease as a qualified tax-exempt obligation for purposes of
Section 285(b)of the Internal Revenue Code of 1996.as amended.
MLORES 01 (04r26196)
Hon v o0 11 4ri19 UHIVI, Litt LLH>11Vb V.Ctl/Cb
•
RESOLUTIONS SAMPLE
Municipality/Lessee-
Principal Amount Expected To Be Financed:S
WHEREAS,the Munidpaliryis a political subdivision of the Staten which Municipality is located(the'StateD and is duly organized
and existing pursuant to the Constitution and laws of the State.
WHEREAS,pursuant to applicable law.the governing body of the MunicipalityIGoverning Body')is authorizedto acquire.dispose
of and encumber real and personal property,including,without limitation, rights and interest in properly.leases and easements
necessary to the functions or operations of the Municipality.
WHEREAS. the Governing Body hereby finds and determines that me execution of one or more lease-purchase agreements
('Equipment Leases) in the principal amount not exceeding the amount stated above for the purpose of acquiring the property
PEduipmenf7 to be described in the Equipment Lasses is appropriate and necessary to the functions and operations of the
Municipality.
WHEREAS,Banc One Leasing Corporation CLesson shall act as Lessor under said Equipment Leases.
NOW,THEREFORE. Be It Ordained by the Governing Body of the Municipality.
Section 1. Eitherone of the OR (each an'Authonzed
Representative-)acting on behalf of the Municipality.is hereby authorized to negotiate,enter into,execute,and deliver one or more
Equipment Leases in substantially the form set forth in the document presently before the Governing Body.which document is
available for public inspectionat the office of me Municipality. Each AuthonzedRepresentadve acting on behalf of the Municipality
Is hereby authorized to negotiate,enter lmo,execute,and deliver such other documents relating to the Equipment Lease as the
Auaedzed Representativedeems necessary and apprcpnare.All other related contracts and agreements necessary and incidental
to the Equipment Leases are hereby authonzed.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate
specifically identified officers or employees of the Municipality to execute and delver agreements and documents relating to the
Equipment Leases on behalf of the Municipality.
Section 3. The aggregate original principal amount of the Equipment Leases shall not exceed the amount stated above and shall
bear interest as set forth in the Equipment Leases and the Equipment Leases snail contain such options to purchase by the
Municipality as set forth therein_
Section a. The Muniopatity's obligations under the Equipment Leases shall be subject to annual appropnation or renewal by the
Governing Body as set forth in each Equipment Lease and the Municipality's obligations under the Equipment Leases shall not
Constitute a general obligations of the Municipality or indebtedness under the Constitution or laws of the State.
Section 5.This resolution shall take effect immediately upon its adoption and approval
ADOPTED AND APPROVED on this 19
The undersigned Secretary/clerkof the above-named Municipality hereby cameos and attests that the undersigned has access
to the official records of the Governing Body of the Municipality.that the foregoing resolutionswere duly adopted by said Governing
Body of the Munidpalityat a needng of said Governing Body and that such resclutionshave not been amended or altered and are
in MI force and effect on the date stated below.
Signature of Seaeury/Cierk of Municipality
•
(SEAL]
Print Name:
Official Tolle:
Date:
MLORES 01 (O4d2696)
HtR C. nu 11'4 Hn BANC ONE LEASING P.21/26
INSURANCE COVFRAGF DISCI OSURF
SA.MPJ F
Banc One Leasing Corporation, LESSOR - -
, LESSEE
RE. INSURANCE COVERAGE REQUIREMENTS
1. in accordance with the Lease/Purchase Agreement, Lessee certifies that it has instructed the insurance agent
named below(please fill in name, address, and telephone number).
to issue: (check to indicate coverage)
a.All Risk Physical Damage Insurance on the!easel Equipment evidenced by a Certificate of Insurance and Long
Form Loss Payable Clause naming Banc One Leasing Corporation and/or its assigns as Loss Payee
Coverage Required: Termination Value Specified
O. Public Liability Insurance evidenced by a Certificates!Insurance naming Dario One Leasing Corporation and/or
its assigns as an Additional Insured.
Minimum Coverage Required:
5500,000 00 per person
S1.000.000.00 aggregate bodily injury liability
S500,000.00 property damage liability
Proof of insurance coverage will be provided to Banc One Leasing Corporation, 2400 Corporate Exchange Drive,
Columbus. OH 43231. prior to the time that the property is delivered to Lessee.
OR
2. Pursuantto the Lease/Purchase Agreement. Lessee represents and warrants, in addition to other matters under
the Agreement.that it is lawfully self-insured fur (check to indicate coverage)
__.a. All risk, physical damage in the amount specified in 1(a) above.
_b. Public liability tot not less than the amounts specified in 1(b)above.
Lessee has attached a copy of the statute authorizing this form of insurance.
LESSEE:
By
MLDINDIS 01 (p4i25/ge) •
w-te LN PJ0 11:470r1 BAfC ONE LEASING P.22 25
INSURANCE INFORMATION
SAMPLE
Please provide the following information to your insurance company to help expedite
receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• Banc One Leasing Corporation must be named Loss Payee and Additional
Insured
• 30 Days Notice of Cancellation
• Not Less than S1,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information'
Banc One Leasing Corporation
2400 Corporate Exchange Drive
Columbus, OH 43231
Please send a FAX copy of certificate to (Documentation Specialist) at 614-248-
The original should be mailed to the same at:
Banc One Leasing Corporation
2400 Corporate Exchange Olive
Columbus. OH 43231
Please call (Documentation Specialist) at 800-344-5422, ext.xxxx or 614-248-xxxx if
you have any questions.
MLOININF 01 (04Q696)
' ✓f'n C7 'Jd kj 4bY1 6F1NC ONE LENSING P.23/Z6
ESCROW AGREEMENT Dated as of SAMPLE
(Gross Fund-Earnings to Lessee)
This Escrow Agreement together with all addenda,nders and attachments hereto,as the same may from lime to time be
amended,modified or supplemented('Agreement)is made and entered as of the date set forth above by and among the Escrow
Agent identified below('Escrow Agent'), the Lessee identified below(-Lessee')and Banc One Leasing Corporation(-Lessor).
Escrow Agent: Bank One Trust Company.NA
Lessee
For good and valuable consideration,receipt of which is Hereby acknowledged.the parties hereto agree as follows'
Section 1. Recitals.
1 01 Lessor and Lessee have entered into the Lease idettlhed below,a duplicate original of which has been furnished
to the Escrow Agent.whereby Lessor has agreed to lease and sea certain property descnbee therein(the"Equipment') to Lessee.
and Lessee has agreed to lease and purchase the Equipment from Lessor, in the manner and on the terms set forth in the Lease.
1 02 'Lease' means. collectively. the Lease Schedule identified below and the Master Lease-Purchase Agreement
identified in said Lease Schedule(to the extent that 4 relates to said Lease Schedule)together with au exhibits.schedules,addenda,
nders and attachments thereto.
Lease Schedule No. dated
1 03 LESSOR'S DEPOSIT.S Lessor shall pay or use to be paid to the Escrow Agent
the amount of the Lessees Deposit which wip be credited to the Equipment Acquisition Fund established in Section 2 hereof. To
the extent that the Purchase Price of the Equipment exceeds the Lessors Deposit.Lessee shall either deposit with Escrow Agent
hinds which will be Credited to the Equipment Acquisition Fund and used to pay the balance of the Purchase Price of the Equipment
or Lessee shall pay such balance directly to the Suppliers
1.04 Funding Expiration Date' Lessee and Lessor agree that all Equipment should be
delivered and installed,and all funds disbursed from the Equipment Acquisition Fund, no later than the above Funding Expiration
Date.
1.05 Under the Lease.Lessee will use each item of Equipment to be ordered from the applicable Suppliers Lessee snail
furnish to the Escrow Agent as soon as available.a copy of the purchase orders or purchase contracts for all Equipment ordered
Pursuant to the Lease,showing the Supplier,the Purchase Price and the estimated delivery dates.
1 06 Subject to such control by Lessee and Lessor as is provided herein.Lessor and Lessee agree to employ the Escrow
Agent to receive. hold, invest and disburse the moneys to be paid to the Escrow Agent as described in Section 1.03. all as
hereinafter provided.The Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor under the
Leese or of any Supplies with respect to any Equipment by reason of anything contained in this Agreement Any funds in the
Equipment Acquisition Fund not needed to pay the Purchase Pnoe of Equipment will be paid to Lessor or Lessee,all as hereinafter
provided.
1.07 This Agreement is not intended to alter or change in any way the ngbts and obligations of Lessor and Lessee under
the Lease, but is entirety supplemental thereto. The temps capitalized in this Agreement but not defined herein shall have the
meanings given to them in the Lease.
1.08 Each of the paves hereto has authority to enter into ,is Agre t,and has taken alt actions necessary to suthonxe
the execution of this Agreement by the ofcers whose signatures are affixed hereto.
Section 2. Equipment Acouisition Fund.
2.01 The Escrow Agent shall establish a special escrow fund designated as the Equipment Acquisition Fund (the
'Equipment Acquisition Fund'], shall keep such fund separate and apart from as other funds and money held by it, and shall
administer such fund as provided in-this Agreement.
202 The Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the
Equipment Acquisition Fund which shall be used to pay the balance of the Purchase Price Of each item of equipment subject to
the Lease.The Escrow AgeM shall pay to the Suppliers of the Equipment the payment amounts then due and payable with respect
thereto upon receipt of all of the folkwnng:
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SAMPLE
(a)a Receipt Certificate/Payment Request(in the form attached hereto as Exhibit A or B)executed by Lessor and Lessee
which descnbes the items of Equipment for which payment is to be made and specifies the Suppliers and the applicable
Person of the Purchase Price Of the items of Equipment to be paid:
(b)the Suppliers',voices specifying the applicable portion of the Purchase Pnce of the items of Equipment described in
said Receipt Certificate; and
(c)If the item of Equipment is a tined vehicle.a copy of the Manufacturers Statement of Origin(MSO)covering such item
showing Lessor as first and sole lienholder.
2.03 It Lessor delivers to the Escrow Agent wntten notice of the occurrence of an event of default under the lease or of
a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escrow Agent shall
immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund.
2.04 Upon the Escrow Agents receipt of a Fug Funding Notice.the Escrow Agent shall sooty the balance remaining in
the Equipment Acquisition Fund:
first. to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its
statement forwarded to Lessee and Lessor and
second,to Lessee to be used or applied as may be determined by Lessee in its discretion.
'Furl Funding Notice'means the Final Receipt Certificate/Payment Request which confirms that all Equipment Covered by the Lease
has been delivered to and accepted by Lessee under the Lease.
2.05 Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the balance of the
Lessors Deposit remaining in the Equipment Acquisition Fund:
rat. to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced oy its
statement forwarded to Lessee and Lessor,and
seta d.to Lessor to be applied by Lessor fur benefit of Lessee either (a)toward the principal portion of the Rent Payment
next coming due under the Lease;or(b)toward a partial prepayment of the principal amount remaining due under the Lease and
thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal.
Upon the Funding Expiration Dale stated in Section 104 above,the Escrow Agent shall apply the interest earnings or the Lessor's
Deposit as set forth in Section 2.04 above.
2.06 The Escrow Agent Shad not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition
Fund to make the payments herein required.
Section 3. Jitney in gggiament Acauisitions Fund:Investment.
3.01 The money and InvestnIib herd by the Escrow Agent under this Agreement are irrevocably held in trust for the
benefit of Lessee and Lessor,and such money.together with any income or interest earned thereon.shall be expended only as
provided in this Agreement, and shall not be subject to levy or attachment,or to any security interest or lien.by or for the benefit
of any creditor of either Lessee or Lessor, provided. that the money and investments held by the Escrow Agent under this
Agreement shall be subject to the security interests provided in Sections 3.0T and 4.03 hereof.
3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written
direction of Lessee in Qualified Investments(as defined below).Such investments shall be registered in the name of the Escrow
Agent and held py the Escrow Agent The Escrow Agent may purchase or sell to itself or any affiliate, as pnnrapal or agent,
investments authorized try this Section. Such investments and reinvestments shall be made giving consideration for the time at
winch funds are required to be available.No investment shad be made that would muse the Agreement to be deemed an'arbitrage
bond"within the meaning of Section 148(a)of the internal Revenue Code of 1986.as amended-
3 03 The term"Qualified Investments'means.(a)direct general obligations of the United States of America;(b)obligations
guaranteed by the United States of America:(c)general obligations of the agencies and instrumentalities of the United States of
Americo:(d)Certificates of deposit time deposits a demand deposits with any bank or Oust company incorporated under the laws
of the united States of America or arty state thereof.and which is owned by a holding company whose long term debt or commercial
paper is rated at least investment grade by any nationally recognized rating agency: (e)open maket commercial paper with a
maturity not in excess of me year from the date of acquisition thereof which on the date of acquisition has the highest credit rating
by any rating agency;and(1)any money market or short term investment fund investing in or consisting solely of and secured by
any of the Obligations described in pauses(a).(b)and(c)above.
3.04 If any of the above-described Qualified Investments are opt legal investments of Lessee, then Lessee shall
ESCAGR2 01 (a/26/95) Page 2
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,� 7L,�'pT
SAMPLE
immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee.
3.05 The Escrow Agent shah,without Nrther direction,sell such investments as and when required to make any payment
from the Equipment Acquisition fund.Any income received on such investments shag be credited to the Equipment Acquisition
Fund.
306 The Escrow Agent shag furnish an accounting of all investments.The Escrow Agent shall not be responsible or liable
for any loss suffered in connection with any investments of moneys made by it in accordance with this Section.
3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this
Agreement as agnate,*security for the payment and performance of all of Lessee's obligations under the Lease.this Agreement
and any agreement.contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that
the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens,security interests or
encumbrances other than the security interests created under this Agreement.Escrow Agent hereby acknowledges that t holds
the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee
as bailee for Lessor;provided.that Escrow Agents security interest in such money and Investments as created under Section 4.03
hereof shall be superior to Lessor's security interest therein.
Section 4. Escrow Aoeors Authority-Indemnification.
4.01 The Escrow Agent may.act in reliance upon any writing,notice,ce dlcate.instruction.instrument or signature which
it.in good faith,believes to be genuine;assume the validity and accuracy o1 any statement or assertion contained in such a writing.
notice. certificate.instruction or instrument:and assume that any person purporting to give any such writing, notice. certificate,
instruction or instument in conmecon with the provisions hereof has been duty authorized to do so.Except as expressly provided
otherwise in this Agreement,the Escrow Agent shall not be liable in any manner for the wMdency or correctness as to form of,the
manner of execution of,or the validity,a tuacy or authenticity of any writing,notice,certificate,instruction or instrument deposited
with it,nor as to the identity,authority or right of any person executing the same.The Escrow Agent's duties hereunder(inducting,
without limitation, its duties as to the safekeeping,Investment and disbursement of moneys in the Equipment Acquisition Fund)
shall be limited 10 those specifically provided herein.
4.02 Unless the Escrow Agent is gutty of gross neglgence or wilful misconduct with regard to its duties hereunder.Lessee
and Lessor jointly and severally hereby agree to be responsible to pay for, and to hold Escrow Agent harmless from,any actions.
suits or proceedings(at law oral equity),any claims.liabilities or losses,or any expense.costs,fees or charges of any character
or nature(including reasonable attorneys fees and the costs of defending any action.suit or proceeding or resisting any claim)
which Escrow Agent may incur or with which Escrow Agent may be threatened by reason of its acting as Escrow Agent under this
Agreement and in connection therewith.
4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by
the Escrow Agent under this Agreement es collateral security for the costs and expenses of the foregoing of Section 4 02 and for
any other expenses.costs,fees or charges of any character or nature which may be incurred by the Escrow Agent(including
reasonable attorney(fees and court costs)relating to any suit(interpleader or otherwise)or other dispute arising between Lessee
and Lessor as to the correct Interpretation of the Lease.this Agreement or any instructions given to the Escrow Agent hereunder,
with the right of the Escrow Agent regardless of the instructions aforesaid,to hold the said property until and unless said expenses,
costs. fees and charges shall be fully paid.
4.04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement about their rights and obligations
under the Lease or this Agreement.or about the propriety of any action contemplated by the Escrow Agent hereunder,then the
Escrow Agent may.but shall not be required to,file an appropriate civil action to resolve the disagreement_Lessee end Lessor shall
pay all costs. including reasonable attorneys'feet in connection coot such action.The Escrow Agent shall be Nly protected in
suspending all or any part of its aMvities under this Agreement until a final judgment in such action is received.
4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete 9uthonuatan and
protection with the opinion of such counsel.The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of
judgment,or for any acts or omissions of any kind unless caused by the Escrow Agents gross negligence or wit(ul misconduct.
Section 5. Change of Escrow Agfot
5.01 Upon agreement of the parties hereto.a national banking association or a state bank having capital(exclusive of
borrowed Capital)and surplus of at least 510.000.000.00.qualified as a depository of public funds,may be substituted to act as
Escrow Agent under this Agreement.Such substitution shall not the deemed to affect the rights or obligations of the parties hereto.
Upon any such substitution. the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this
Agreement.
5.02 The Escrow Agent or any suotcssor may at any time ensign by giving nailed notice to Lessee and Lessor of its
intention to resign and of the proposed date of resignation.?MICA shall be a date not less than thirty(30)days after such notice is
deposited in the United States mail with postage kitty prepaid.unless an earker resignation date and the appointment of a successor
ESCAGR2 01 (426/95) Page 3
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Escrow Agent has been approved by Lessee and Lessor UAA 1'��y�aaa..ayy��T��4
5.03 The Escrow Agent may appoint an agent to exercise any of the powers,rig a or remedies granted to the Escrow
Agent under this Agreement,to hold title to property or to lake any other action which may be desirable or necessary hereunder.
Section 6. Administrative Provi is ons.
6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this
Agreement,which shall be available for inspection by Lessee or Lessor,or the agent of either of them. at any time during regular
business hours.
6.02 All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address
set forth below.or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice
shall be deemed to hay,been received three(3)days after deposit in the United States mail,with postage fairy prepaid.
603 This Agreement shall be construed and governed in accordance with the laws of the State of Lessee.
6 04 My provision of this Agreement found to be Prohibited by law shall be ineffective only to the extent of such
prohbibon.and shall not invalidate the remainder of this Agreement.
605 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. Specifically.the term-Lessor as used herein means any person r entity to whom Lessor has assigned its right to receive
Rent Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a written notice
of such assignment is filed with the Escrow Agent
6.06 This Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all
of which snail consutute but one and the same Agreement.
6.07 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder.
Section 7.Escrow Agent Feet As compensation for Escrow Agents services hereunder.Lessee and/or Lessor agrees
to pay Escrow Agent its fees and expenses in accordance with Exhibit A. Lessee authorizes Escrow Agent either to deduct said
service tee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said service ice
at the Funding Expiration Date. In addition lessee agrees to reimburse Escrow Agent for its reasonable out-of-packet casts and
expenses for performing its obligations hereunder and to pay all other amounts expressly due and payable to Escrow Agent
hereunder
IN WITNESS WHEREOF,the panies have executed this Agreement as of the date first written above.
Bank One Trust Company.NA
(-Escrow Agent")
By: 100 East Broad Street,OH1-0181
Tito: Columbus.Ohio 43215
Banc One Leasing Corporation
('Lessor)
fly 1111 Polaris Parkway,Suite A3
Tile. Columbus.Ohio 43240
('Lessee" --.- - (Street Address)
By:
(CO, State.Zip)
Title:
ESCAGR2 01 (4/2695) Page