HomeMy WebLinkAboutIII (D) Approval and Authorization to Award and Financing -RFP #98-005 Heavy Duty Rescue Unit Agenda 5-5-98
'cF.vTER Of GOOD LI174'G-PRIDE OF WEST ORANGE' itvactlIDNIMISSIONER
S. S(1O'I'T VANDER(iRIF I'
Ocoee
CITY OF OCOEE YIIONVE1
� D1NW IIOW 51.1,
�'� - 150 N.LAKISHORE DRIVE SCOTI ANDERSON
v ���...iii O. OCOFr, 1 LORIa�34761-3258 SCOTI'A GLASS
O NANCYI PARKER
re �� (407)656-2322
fF* Cl lY MAN SHAPER
Op G000`` el
SI IAPIRO
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-RFP #98-005 Heavy Duty Rescue Unit
The Budget for FY 97/98 included the lease-purchase of a Heavy Duty Rescue Unit. The budget
contains$47,500.00 for lease payments this fiscal year. the request for proposals was advertised
on March 15, 1998, and the proposals were publicly opened on April 13, 1998. Responses were
received from
1) Ten-8 Fire Equipment -$187,916.00 with a cash discount of $7,381.00, for a total bid of
$180,535.00, and
2) Ferrara Fire Apparatus -$227,646.00.
These proposals were reviewed by the Fire and Finance Departments. Staff recommends
awarding this bid to Ten-8 Fire Equipment, per the attached memo from Chief Strosnider.
Staff contacted Commercial & Municipal Capital, SunTrust Bank, and Banc One Leasing
Corporation for financing. Commercial & Municipal Capital offers an interest rate of 5.65% for
a (5) year term. SunTrust Bank offers an interest rate of 5.95% for a (5) year term, and Banc One
Leasing offers an interest rate of 4.98% for a (5) year term. Based on this information, staff
recommends financing through Banc One with lease payments for this fiscal year being
$20.253.76.
Action Requested
Staff recommends that the Honorable Mayor and City Commission
1) award the proposal to "I en-8 Fire Equipment,
2) authorize financing by Banc One Leasing Corporation, and
3) authorize the Mayor and City Clerk to execute all documents necessary to complete this
transaction.
dc
Cat
OCOEE FIRE DEPARTMENT
125 N. BLUFORD AVE. OCOEE, FLORIDA 34761-2216
Ron Strosnider Business 656-7796
Fire Chief EMERGENCY 911
MEMORANDUM
To: Donald Carter
From: R. D. Strosniderf
Date: April 14, 1998
Re: RESCUE TRUCK BID REVIEW
We have reviewed the bids received from Ten-8 and Ferrara Fire Equipment
Company and found that both proposals meet the specifications for the Rescue
Truck, with no major exceptions.
We recommend that the Finance Department prepare a contract for the purchase
price of $187,916.00 with Ten-8 Fire Equipment, Inc. for subsequent approval by
the City Commission at the May 5, 1998 City Commission meeting.
RPR-IB-98 02 :42 AM
TEN 8 FIRE EQUIP 40 ! 528 50O3 P. 01
. I. r.4P.� rlri; 0(C NTIIc3 F.1
OUTPUT AREA.
CAC 11
Pierce Macula:hair°Inc, AA,,
Plepeyment Discoan.Calculallon 6 PPf
to: Roberl 8
FROM. Laura Kober I S I
DATE'. sr7198 s5
CUSTOMER:Ocnee,FL '� J
QUOTATION' W°S r°
ContractS 18 . 79 J Q
Interest
lBsl Wfcount (6.159)
Chassis Discount (1 202)
AIial Olscoum -
Otr er
Due Wilr Contract 189.535
I \
.,rre cy ee ii:jG+ tHIAL vNE LEASING P.3/26
I.
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 ('Nester Lease") by and
between Banc One Leasing Corporation('Lessor)and the above lessee('Lessee").This Addendum amends
and modifies the terms and conditions of the Master Lease and is hereby made a part of the Master Lease.
Unless otherwise defined herein,capitalized terms defined in the Master Lease shall have the same meaning
when used herein.
NOW.THEREFORE,as part 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 shall return to Lessor all, but not less than all, of the
Equipment covered by the affected Leese, et Lessee's 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, 6.2 and 8.3 the Master Lease,are deleted and replaced
with the following:
"8. TITLE; UCC FILINGS.
'8.1 Upon Lessees 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.
'8.2 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)
au amounts then currently due under all Leases, (2)all remaining Rent Payments due under
all Leases during the fiscal year i1 effect when the Event of Default occurs, (3)to the extent
permitted by applicable tan,the Termination Value due under all Leases when the Event of
Default occurs after subtracting all amounts paid by Lessee under subclause (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 Lessors request Lessee will promptly return all Equipment to Lessor
in the manner set forth m Section 21.provided, that Lessor waives and releases any right that
(munilease.fla) Page 1
ff'k i5 '9 11:39NN BANC ONE LEASING F.4Y26
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, n one or more public
or prelate 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(direly 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. Lessors exercise of one or more remedies shall 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
default, nor shall any single or partial exercise of any remedy preclude any other exercise
thereof or the exercise of any other remedy:
a. Nothing in the Master Lease or any Schedule shall be interpreted or construed as granting
Lessor a security interest in or other Gen 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 repossess or foreclose on any
Equipment.'
5. Lessor aclknaMedges that(a)no Lease will be a general obligation of Lessee,(b)no Lease
will be payable from a pledge of ad vakxem 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 expressly 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.
Title. Title:
(munilease.fla) Page 2
w'K oP "'an 11:35HN BANC ONE LENSING P.5/26
MASTER LEASE•PURcHASE AGREEMENT
Dated as of SAiNIPT E
This Master Lease•PurchaseeAgreement together wim all addenda riders and atachmentshereto.as the same may from
time t0 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 m 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 a4 addenda. riders,
attachments,certificates and exhibitsthereto,as the same may from time to time be amended, modified or supplemented. Lessee
and Lessor agree Nat each Schedule(except as expressly provided In said Schedule)incorporates by reference all of the terms
and Conditionsof the Master Lease.(0)'Lease'means each Schedule and this Master Lease as incorporated into said Schedule.
(c)'Equipment"means the property described in each Schedule.togetherwith all attachments.additions,accessions,parts.repairs,
improvements replacementsand substitulbnstherero.(d)'Lien'means any security'menhir.lien,mortgage,pledge,encumbrance.
judgment.execution.addchmenf.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 dale
any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and,unless earlier terminated as expreSNy provided
in the Leese, continues until Lessee's payment and performance in full of all of Lessees obligations 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(onn in
Me Payment Schedule attached to the Schedule("Rent Payments).A portion of each Rent Payment is paid as and-epresents the
payment of intereStas Set forth in me Payment Schedule.Rent Payments will oe payable for the Lease Term in US.dollars,without
notice or demand at the ooce 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 than ten(10)days from the due date. Lessee shall pay Lessor on
demand as a late charge five per cent(5O)of such overdue amount. limited,however,to the maximum amount allowed by law.
4.3 EXCEPT AS SPECffICALLy PROVIDED 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 ANO
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 shall arrange for the transoc,1ation.delivery and installation of all Equipment to the location specified in the
Schedule("Locationpby 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 s 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 Pending 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 Pnce)to the applicable Supplie.
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 lfrmtalion.the following:(a) Lessee has signed and delivered the
Schedule and its Payment Schedule;(b)no Event of Default shall have occurred and be continuing:(c)no materialadverseChange
shall have occurred in the Internal Revenue Code of 1966. as amended, and the related regulations and filings thereunder
(collecuvely,the'Cade):(d)no material adverse change shed have occurred in the financial condition of Lessee or any Supplier
le) the Equipment is reasonably sa05factory to Lessor and is free and clear of any Liens (except Lessors Liens): I6 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 satisfactory,in form and substance.to Lessor(1)evidence of insurance coverage required
MLD 002(11 Lae) Page 1
b'It [9 '91,1 11ragAM BANC ONE LEASING T P.6/D6
by the Lease.(2)an opinion of Lessees counsel:(3)reasonably detailed invokes far the Equipment; cm trimaran!Code
(IKD)financngstatemenfs:(5)rapier of resolutions by Lessee sgoveming body auttorizingthe Lease and incumbencycertificates
for the per on(s)who will sign the Least(6)such documents and certificates relating to the tax-exempt interest payable under the
Lease(including. without limitation, IRS Form 8038G or 8038GC) as Lessor may request: and (7) such other documents and
infonnadgn previously identified by Lessor or otherwise reasonably requested by Lessor.
6 TERMINATION POR GOVERNMENTAL NON-APPROPRIATIONS.
6.1 For each Lease.Lessee represents and warrants:that it has appropriated and budgeted the necessary funds to make
all Rent Payment required 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 funds
are appropriated in each fiscal year by its governing body.Lessee reasonably believes that moneys in an amount sufficient to make
all Rent Payments can and will lawfully be appropriated and made available therefor.All Rent Payments snail 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
obligations of Lessee and that the Leases Wail not cgnsdtute pledges of either the full faith end credit of Lessee or the taxing power
of Lessee.
6.2 If Lessees governing body fails to appropriate sufcientfunds in any fiscal year for Rent Payments or other payments
due under a Lease and i1 other funds are not available for such payments,then a"Non.Aporopriation Event shall be deemed to
have occurred.If a Non-Appropriation Event occurs.then:(a)Lessee shall give Lessor immediate notice of such Non-Appropnation
Event and provide written evidence of such failure by Lessee's governing body:(b)on the Return Date. Lessee shall return to
Lessor all, put 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 penally or expense to Lessee.provided,
that Lessee shalt 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-month rent at me rate set forth in the
affected Lease for each month or part thereof that Lessee rails to return the Equipment under Shia 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 NomAppropnation Event 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,the restrictons of this section 6 3 shall automatically and without further action of the parties be ineffective and
be deleted. (a) Irons any terminated Lease if the net proceeds of the sale of the returned Equipment is cuffloent to pay the
Termination Value of the Equipment as of the Return Date,or(b)horn any Lease if the application of the restrictions in this section
6.3 would not be penned by then appliadelaw or would puce such Lease to be invalid or unenforceable in any material respect
1, UMRATION ON WARRANTIES. LE55OR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED.AS
TO ANY MATTER WHATSOEVER,INCLUDING,WITHOUT UMITATION,AS TO THE MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE,DESIGN,CONDITION.USE,CAPACITY
OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term. Lessor hereby assigns In Lessee any
Manufacturers or Suppliers product warranties.express or implied. applicable to any Equipment and Lessor authorizes Lessee
to obtain the customary services furnished in connection with such warranties at Lessee's sole expense-Lessee agrees that(a)
all Equipment will hays been purchased by Lessor in accordance with Lessee's spenfiabons from Suppliers selected by Lessee,
(a)Lessor is not a manufactures or dealer of any Equipment and has no liability for the delivery or installation of any Equipment.
(c) lessor assumes no obligation with respect ro any manufacturers or Suppliers Product warranties or guaranties, (d) no
manufactureror Supplieror any representativeof said parties is an agent of Lessor,and(e)any wuaanty,representation,guaranty
or agreement made by any manufacturer or Supplier or any representative of said pastes shall not be binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's 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,
82 As collateral security for the Secured Obligations.Lessee hereby grants to Lessor a first priority security interest in
any and all of the Equipment(now exiting or hereafter acquired)and any and all proceeds thereof.Lessee agrees to execute and
deriver to Lessor all necessary documents to evidence and perfect such security interest,including.without limitation, uniform
commercial code(UCC)finandng statements and any amendments thereto.
8.3 "Secured Obligations-means Lessees obligatonsto pay all Rent Payment and all other amounts due and payable
Mtn oOZ(y15r96) Page 2
NPR 89 '98 11:41PM EMS ONE LEASING e♦�p, P..7/as
under all present and future Leases and to perform and observe all covenants, agreements en m`q^Io^sTdaeCTd indirect
absolute or contingent.due or m become due.or existing or hereafter arising)of Lessee under all present and Mum Leases.
9. PERSONAL PROPERTY. All Equipment's 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 it shall.at its sole expense: (a)repair and maintain all 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 wnen required by applicable law or regulation whit' parts or devices shall automatically become pan of the
Equipment and (b) use and operate all Equipment in a careful manner in the normal course of 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 customarily covered by a maintenance agreement. Lessee will furnish
Lessor with a maintenance agreement by a parry reasonably satisfactory to Lessor. No maintenance or other service for any
Equipment will be provided by Lessor Lessee will not make any alterations,additions or improvements(Improvements)to any
Equipment without Lessors prior mitten consent unless the Improvements may be readily removed without damage to the
operation. value or utility of such Equipment. but any such Improvements not removed prior to the termination of the applicable
Lease shall automatically become oat of the Equipment.
1 t. LOCATION;INSPECTION. Equipment will not be removed from.or if Equipment is rolling stock its permanent base will not
be changed from, the Location without Lessors prior written consent which will not be unreasonably withheld. Upon reasonable
notice to Lessee,Lessor may enter the Location 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 seated under its Lease. Lessee shall
not sublet or lend any Equipment or permit iI to be used by anyone other than Lessee or Lessee's employees.
122 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership,
leasing.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 shad, 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.timng,gross receipts, stamp and personal property taxes, and (b)interest.penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of ass, theft, damage or destruction of any Equipment in whole or in part from any
reason whatsoever CCasualty Loss,.No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any
Rent Paymentsor to perform any other obligation under any Lease.Proceeds of any insurafCerecovery Will be applied to Lessee's
obligations under this Section 13.
13.2 de Casualty LOSS occurs to any Equipment Lessee shad immediately notify Lessor of the same and Lessee shall,
unless othenmse directed by Lessor,immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond resat CLost Equipment"),
then Lessee shall either:(a)immediatelyreplace the Lost Equipment with similar equipment in good repair, condition and working
order free and clear of any Lens(except Lessors Liens)and deliver to Lessor a bill of sale covering the replacement equipment,
in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or(b) on the next
scheduledRent Paymentdate.pay Lessor(I)all amounts owed by Lessee under the applicable Lease,including the Rent Payment
due on such date plus Ran amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable
Lease.If Lessee is making such payment with respect to less than all of the Equipment under a Lease.then Lessor wilt provide
Lessee with the pro rata amount of the Rent Payment and Terminabon Value to be paid by Lessee with respect to the Lost
Equipment
13.4 Lessee shall bear the risk of loss for, shall pay directly,and shall defend against any and all claims, liabilities.
proceedings, actions, expenses Cmduding reasonable attorneys fees). damages or losses easing under or related to any
Equipment including,but not limited to,the possession.ownership,lease,use or operation thereof.These obligations of Lessee
shall survive any expration or termination of any Lease.Lessee shall not bear the risk of loss of,nor pay for,any claims.liabilities.
proceedmg5.actions.expenses(including attorneys fees),damages or losses which arse directly from events occurring after any
Mt00o213/1s1%) Page 3
HM1 cv 'ye 11 4211N BItC ONE LEASING ,,�����'[]]P.826
Equipment has been returned by Lessee to Lessor in accordancewith the terms of Ire applicable Leai7F]MP lyf
rOM
the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.I (a)Lessee at its sole expense shall al all bores need all Equipment insured against all nsks of loss or damage from
every cause whatsoever for an amount not less than the Termination Value of the Equipment Proceeds of any such insurance
covering damage or loss of any Equipment shall be payable to Lessor as lass payee.(b)Lessee at its sole expense snail at an bores
carry public liability and property damage insurance in amounts reasonably satsfactory to Lessor protecting Lessee and Lessor
from liabilitiesbhnjuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such
public liability or property 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 reasonablySatisfactoryto Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence
of required insurance coverage and all renewals and replacements thereof.Each insurance polity will require that the insurer give
Lessor at least30 days prior written notice of any ancellationof such policy and will require that Lessors interests remain insured
regardless of any act.error.misrepresentation.omissionor neglect of Lessee.The insurance maintained by Lessee shall be primary
without any nght of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty(30)days prior written notice by Lessee to Lessor. and so long as there is no Event of
Default:hen existing,Lessee shall have the option to purcnase all. but not less than all. of the Equipment covered by a Lease on
any Rent Payment due date by paying to Lessor all Rent Payments then due(including accrued interest,if any)plus the Termination
Value amount set forth on the Payment Schedule to the applicable 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 tide to such Equipment"AS-IS.
VJHERECS",without representation or warranty by Lessor.express or implied,except for a representation that such Equipment is
free and dear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment. Lessee hereby
represents and warrants to Lessor that
(a) Lessee nas full power authority and legal nght to execute and deliver the Lease and to perform rts obligations under
the Lease.and all such actions have bean duly authorized by appropriate findings 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 authonzeuon,execution and delivery of the Lease complies with,all applicable
federal,state and local laws and regulations(including.but no( imited 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 its obligations under the Lease will not result in a breach or
violation of.nor constitutea default under,any agreementlea se or other instrument to which Lessee is a party or by which Lessees
pmperties may be bound or affected;
(e)there is no pending,or to the best of Lessees knowledge threatened.litigation of any nature which may have a material
adverse effect on Lessee's ability to perform es obligations under the Lease:and
(q Lessee is a state,or a political subdmsionthereof.as referred to in Section 103 of the Code,and Lessee's obligation
under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
11. TAX COVENANTS.Lessee hereby covenants and agrees that:
(a)Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e)of the Code,as the same may
be amended from time to time,and such compliance shall include,but not be limited to.keeping a complete and accurate record
of any assigner tsof any Lease and executing and filing Internal Revenue ram 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*private activity bond'within the meaning
of Section 141(a)of the Code:and
SSW 002(115r9a) Page 4
Hrrl ey 'Ai 1174[iml BANC ONE LEASING P,926
•
(c)Lessee shall not do(or cause to be done)any act which will cause.or by Omission of any 7!„ r ii1(!)}y{Portion
of any Rem Payments to be or become includable in gross income for Federal income taxation purposes under the Code_
18. ASSIGNMENT.
18.1 Lessee snarl not assign,transfer,pledge.hypothecate,nor grant any Len on. nor otherwise dispose of.any Lease
or any Equipment or any interest in any Lease Or Equipment.
18.2 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 parry at any time.Any such assignee or lienholder(an
'Assgnee')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 oherwse agreed by Lessee En 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 ght•title or interest in a Lease or its Equipment shall be enforceable against Lessee only after
Lessee receives a written notice of assgnmentwhich discloses the name and address of each such Assignee:provided, that such
notice bon Lessor to 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 retard of all such assignments in the form
necessary to comply with Section 149(a) of the Code. Lessee agrees tre acknowledge in writing any such assignments if so
requested_
18.3 Each Assignee of a Lease hereby agrees that: (a) the tern Secured Obligations as used in Section a.3 hereof is
hereby amended to include and apply to all ebigations of Lessee under the Assigned Leases and to exclude the obligations of
Lessee under any Non-Assigned Leases: (b) said Assignee shall have no Len on,nor any Cain to, nor any Interest of any kind
in.any Non-Assigned Leases;and(c)Assignee shall exercise its rights.benefits and remedies as the assignee of Lessor(including,
without limitation. the remedies under Section 20 of the Master Lease) sorely with respect to the Assigned Leases. "Assigned
Leases"means only None Leases which have been assigned to an Assignee pursuant to a written agreement:and"Non-Assigned
Leases'means all Leases excluding the Assigned Leases.
18.4 Subiecl to the foregoing,each Lease inures to lee benefit of and is binding upon the heirs,e tulars,admm,svators.
successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease"Event of Detour means the occurrence of any one or more of the following events
as they may relate to such Lease. (a) Lessee 'ails to make any Rent Payment (or any other payment) as it becomes due in
accordance with the terms of the Lease,and any such failure continues for ten(10)days after the due date thereof;(b)Lessee fans
to perform or observe any of its obligations under Sections 12 1,14 or 18 1 hereof;(c)Lessee fails to perform or observe any other
covenant,condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty(30)
days after receipt of written notice thereof by Lessor,(d) any statement.representation or warranty made by Lessee in the 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 the lime when made:(e)Lessee applies tar Or Consents to the appointment of a receiver,
trustee,conservator or liquidatorof Lessee or of all or a substantieloarl 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 CO Lessee shall be in
default under any other Lease or under any other financing agreement executed at any time with Lessor.
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 agreesthat it shall pay)all amounts then currently due under all Leases
and at remaining Rent Payments due under all Leases during 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 Lessees demand for such payment;
(b) Lesser may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and
Lessee agrees that it shall so return the Equipment),or Lessor may,at its option.enter upon the premises where any Equipment
6'Celled and repossess such Equipment without aemand or notice,without any court order or other process of law and without
liability for any damage occasioned 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,then Lessor shall retain the entire proceeds of such disposition free of
any°aims of Lessee,provided,that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under
clause(a)above,of this Section only to the extentthat such net proceeds exceed the applicable Teneinabon Value set forth in the
applicable Schedule.
Mtn ao'Z 3/l5rse) Page 5
MM d 'y!d 11:43PM BANE ONE LEASING P.1D/2S
•
(d) Lessor may terminate,canoel or rescind any Lease as to any and all Equipment Q A IMP n
(e) Lessor may exercise any other right,remedy or privilege which may be available to Lessor under applicable law rtr
by appropriatee cowl action a law or in equity.Lessor may enforce any of Lessee's obligations under any Lease:and/or
(f)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.Lessors
exercise of one or more remedies shag 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 deltak nor as an acquiescence in any default,nor shall any singe
or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT if Lessor,entitled under the provisions o 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 lime to return any
Equipment 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,CV/assemble.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 depredation resetting from
normal and proper use excepted),shall be in goad operating order and maintenance as required by the applicable Lease,shall be
tree and clear of any Liens(except Lessors Lien)and shall comply with all applicable laws and regulations- Until Equipment is
returned as requited 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 esecute and deliver to Lessor all documents
reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence
the termination of Lessees interest in such Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee(the"5tate1.
23. NOTICES. All notices to be given under any Lease shall be made in wng and either personally delivered or mailed by
certified mail to the other party at its address set forth herein or at such address as the party may provide in wining from time to
time. Any such notices shall be deemed to have been received live(5)days subsequent to mailing
24. FINANCIALINF0RraATI0N. Within thirty(30)days of thercompletion in each fiscal year of Lessee during any Lease Teim,
Lessee will deliver to Lessor upon Lessors request the pudidy available annual financial infonnalion of Lessee.
25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only end
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/narked'Lessors Origins and all other counttrparts 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 Least togetherwith the exhibitsattached thereto and made a part
hereof and other attachments thereto.and other documents or instruments executed by Lessee and Lessor in connection therewith.
constitute the entire agreement between the ponies with respect to the lease of the Equipment covered thereby,and such Lease
shall not be modifed,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:___
TNe. Lde:
MI.D 0020/1596) Page 6
•
APR 29 '98 11:44PN BANC OflE LEA61ru ������((''[[JjP. 11/26
SAMr r
1111 Polaris Parkway. Suite A3
(Street Address) Columbus.Ohio 43240
(City.State.Zip)
MIS aO2ph5r5W Page 7
Hf-r< Cy 'L * 11:44HM OHM. ONE LENSING P. 1226
LEASE SCHEDULE NO.
Dated As Of SAMPLE
This Lease Schedule.toge0lerwith its Payment Schedule.is attached and made a part of the Master Lease-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.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 includes ap of the properly 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
RECEIVEDAND INSPECTED ALL EQUIPMENT:(b)ALL EQUIPMENT IS IN G0O0 WORKING ORDER AND COMPLIES WITH
ALL PURCHASE ORDERS.CONTRACTS AND SPECIFICATIONS:(c)LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES
OF THE LEASE-AS-IS.WHERE-It:AND(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,efficiem and economic funnioning or to the services that Lessee provides to its citizens and the Equipment will
be used by Lessee only far Me purpose of performing its governmental or proprietary functions consistent with the penmssible
scope of its authority.lessee currently intends for the full Lease Term'to use Me Equipment:to continue this Lease.and to 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 Me Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to Mis 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.
G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT PAS DESIGNATED THIS LEASE AS A QUALIFIED TAX.EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3)OF THE CODE. THAT IT HAS NOT DESIGNATED MORE 14AN
S10,000.000 OF ITS OSLIGATIONSAS QUALIFIEDTAX-EXEMPTOBLIGATIONSIN ACCORDANCE WITH SUCH SECTION FOR
THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES 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:
Tile: itle:
1111 Polaris Parkway,Suite A3
(Street Address) Columbus.Ohio 43240
(City, State,Zip)
MLOS 01 (0426196)
rank CP 'yH 11:44Pon BRNC ONE LERSING P.13/Z6
Section 6.This resolution shall take effect immediately upon its adoption and approval.
A.e�1)11'./
S
ADOPTED AND APPROVED on this 19
the undersigned Secretary/Clerkof the above-named Municipality hereby certifies and attests that the undersigned has access
to the official records of the Governing Body of the Municipality.that the foregoing resolutions were duly adopted by said Governing
Body of the Municipality at a meeting of said Governing Body and that such resolutions have not been amended or altered and we
in full force and effect on the dale stated below.
Signature of Secretary/Clerk of Municipality
[SEAL)
Print Name.
Official Tide.
Date.
MLDRES Or (04/26/96)
nr'h cy Je 1f GtW1 8a1C ONE LENSING P, 14/26
• LEASE SCHEDULE NO.
Dated As Of
This Lease Schedule.looetherwith its Payment Schedule.is attached and made a part of;he Master Lease-Purchase Agreement
described below(-Master Lease")between the Lessee and Lessor named below.A11 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 includes 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
RECEIVEDAND INSPECTEOALL 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-15 AND(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 economic functioning or to the services that Lessee provides to its citizens and the Equipment will
be used by Lessee arty for the purpose of performing its governmental or propnetary functions consistent with me permissible
scope of its authority.Lessee currently intends for the(all Lease Term:to use the Equipment.to continue this Lease: and to 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 Term 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(incuding,without limitation,its obligation to pay all Rental Payments,its disclaimers in Section]thereof
and its representations in Sections 6.1 and 16 thereof).
Equipment/Escrow Acceptance Date:
LESSEE. LESSOR:
Banc One Leasing Corporation
By 5y:
Moe: Title:
1111 Polaris Parkway.Suite A3
(Street Address) Columbus,Ohio 43240
(City.State.LP)
MLDS 01 (Oa26/96)
Hire :.y bb 11 4JM'I Mgt IMtL LLHb1N6 P.15/26
SCHEDULE A-1
Equipment Descnpbon SAMPLE
Lease Schedule Na dated
The Equipment described betow includes all attachments additions. accesswns. parts repairs. improvements. replacements and
substitutions thereto.
Expected Equipment Purchase Price S
Minus Lessee Down Payment/Trade-in S_
Net Amount Financed 5
This Schedule A-1 Is attached to the Lease Schedule oc a Receipt Certificate/Payment Request relating to the Lease Schedule.
_ Banc One Leasing Cor➢ora0on
(Lessee) (Lessor)
By. Br
Title' Title:
MLWSAL 1 01 (4R6/96) Page I
r r< o xr 1y:a>w1 tbS1L UNL LLPSING P.1626
PAYMENT SCHEDULE SAMPLE
'�7
DL]M LL'
This Payment Schedule is attached and made a part of the Lease Schedule identified belew 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 Cate:
Amount Financed: 5
Rent Rent Rent Interest Pnnopal Termination
Number Date Payment Portion Portion Value
$ 5 5 5
LESSEE LESSOR:
Banc One Leasing Corporation
By: By
Title- Title:
MLDPYMT bt (Ou2en36)
Nrrc Cy yl$ 11:4bH1 BANC ONE LEASING P.1Pi26
FORM Of OPINION OF COUNSEL
(To Be Typed an Attorneys Letterhead Stationery) �'t A ,
Cate: SA L'WLE
Lessee: - `Lessor
Re: Lease Schedule No. dated together with its Master Leaser
PurchaseAgreementdated as of by and between the above-named Lessee and the
above-named Lessor[and We 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 described above or related thereto(collectively the'Agreements')and various related matters, and in this capacity
have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for
the purposes of this opinion.
Based upon the examination of such documents. it is my opinion that:
1. Lessee is a political subdivision of the Stale of (the'State)duly organized,existing and operating
under the Constitution and taws of the State
2. Lessee is authorized and has power under State Law to enter into all of the Agreements. and to carry out its obligations
thereunder and the transactions contemplated thereby.
3 The Agreementsand 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 or Lessee enforceable in accordance with its terms.except
to the extent limited by State and Federal laws affecting creditors remedies and by bankruptcy,reorganization or other laws of
general application relating to or affecting the enforcement of creditors'nights.
4 The authorization.approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordancewith all applicable Local,Slate and Federal laws(includingopen meeting
laws and public bidding and property acguisaion laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any coont administrative agency or
govemmentalbody,that challenges:the organization or existence of Lessee:the authority of its officers:the proper authorization.
approval and execution of any of the Agreements or any documents relating thereto:the appropnation of monies to make payments
under the Agreements for the current fiscal year.or the ability of Lessee otherwise to perform its obligations under the Agreements
and the bansaclions contemplated thereby.
0.Lessee a a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 19136.as amended.
and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Attorney
•
MLDCPN Ol (p426/86)
HYH Gy Ytl 11:4bHl9 UJ-IN Ott LLHSfnG P. 1U 26
CERTIFICATE OF INCUMBENCY
s7 J.YJ.rLL
Lessee.
Lease Schedule No. Dated
I,the undersigned Secretary/Clerk identified below, do hereby Certify Nat I am the duly elected or appointed and acting
Secretary/Clerkof the above Lessee(the'lessee").a political subdNision duty organized and existing under the:ayes of Me State
where Lessee is boated.that I have the title staled below,and that,as of the date hereof,the individuals named below are the duly
elected or appointed officers of the Lessee holding the offices set fonh opposite their respective names.
NOTE: Use same titles as Authonaed Representatives stated in ResolutiOns.l
Name Title Signature
Name the Signature
Name Title Signature
IN WITNESS WFIEREOO.I have duly executed this certificate and affixedthe seal of such Lessee as Of the date se forth
below.
[SEALI
Signature of Secetary/Clert of Lessee
Print Name:
Official Title'
Cale:
MLOCERT el (04Q6l96) Page I
M1I n co ou 11•utHT9 btt*L VivL LLNbif*o P.19726
RESOLUTIONS
SAMPLE
MunippalitylLessee_ -- —
Pnriopal Amount Expected To Be Financed- $
WHEREAS,the Municipalityis a politicalsubdivision of the State m which Municipality is located(The-State-and is duty organized
and existing pursuant to the Constitution and laws of the State.
WHEREAS,pursuantto applicable law,the governing body of the MunippaliN('Governing Body)is aumodzed to acquire.dispose
of and encumber real and personal property.including,without Iknitation.nghts and interest in property.leases and easements
necessary to the functions en ulcerations of the Municipality.
WHEREAS. the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements
(-Equipment Leases") in the principal amount not exceeding the amount stared above for the purpose of acquiring the property
CEquipment-) to be described in the Equipment Leases is appropriate and necessary to the functions and operations of the
Municipality
WHEREAS, Banc One Leasing Corporation(-Lessor, shall act 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 Muniopality,is hereby authorzed 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 inspection at me office of the Municipality. Each Authorized Representative acting on behalf of the Municipality
is hereby authorized to negotiate.enter into,execute, and deliver such other documents relating to the Equipment Lease as The
Authorzed Representativedeems necessary and apprppnale. All other related contracts and agreements necessary and incidental
to the Equipment Leases are hereby authorized.
Section 2 By a written instrument signed by any Authorized Representative, said Authorized Representative may designate
speaficalty identified officers or employees of the Municipality to execute and deliver agreements and documents relating to the
Equipment Leases on behalf of the Municipality.
Section 3. The aggregateo iginalocinlipal amount of the Equipment Leases shall not exceed the amount slated above and shall
bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase bythe
Municipality as set forth therein
Section 4. The Municipality's obligations under the Equipment Leases shall be subject to annual appropriation er renewal by the
Governing Body as set form in each Equipment Lease and the Municipality's obligations under the Equipment Leases shall not
constitute a general obegauons of the Murvcpality or indebtedness under the Constitution or laws of the State.
Section 5. As to each Equipment Lease.the Munldpa$tyieasonably anticipates to issue not more than 510.000.000 of tax-exempt
obligations(other than"private aarvity bonds"whichare not"qualified 501(c)(3)bonds)during the fiscal year in wilier,each such
Equipment Lease is issued and hereby designates each Equipment Lease as a qualified tax-exempt obligation far purposes of
Secion 2135(b)of the Internal Revenue Code of 1986.as amended.
MLORES 01 (O4/26/96)
• Hen ca ze 1i-4(Hl Bete tilt LLNb[NG P.26/26
RESOLUTIONS SAMPLE
Municipality/Lessee:
Pnncipal Amount Expected To Be Financed'S
WHEREAS.the Municipality Ls a political subdivisinof the State in which Muniopaliyis located(me'Stateland is duly organized
and existing pursuant to the Constitution and taws of the State.
WHEREAS.pursuant to applicable law,the governing body of the MunicipaliyrGoverning Body'is authorized to acquire,dispose
of and encumber real and personal property,including,without limitation. rights and interest in property,leases and easements
necessary to the functions or operations of the Municipality.
WHEREAS, the Governing Body hereby finds and determines that the 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
('Eouipmenr) to be described in the Equipment Leases is appropriate and necessary to the functions and operations of the
Municipality,
WHEREAS. Banc One Leasing Corporation("Lesson shall act az Lessor under said Equipment Leases.
NOW.THEREFORE. Be It Ordained by the Governing Body of the Municipality
Section 1. Eicher one of the OR (each an'Aut honied
Representative-lacing 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 inspection at the office of the Municipally. Each AuthorizedRepresentaiwe acting on behalf of the Municipality
is hereby authorized Ica negotiate.enter into,execute,and deliver such other documents relating to the Equipment Lease as Me
Authorized Representativedeems necessary and appropriate. All other related contracts and agreements necessary and incidental
to the Equipment Leases are hereby authorized.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate
soecificaty identified officers or employees of the Municipality to execute and deliver 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 shall contain such options to purchase by the
Municipality as set forth therein.
Section 4. The Muliopal ty's obligations under the Equipment Leases shall be subject to annual appropnabon 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 S.This resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED on this 18
The undersigned$gcretary/Ctareal the above-named Muniopalily hereby certifies and attests that the undersigned has access
to the official records of the Governing Body of the Municipatity.that the foregoing resolutionswere duly adopted by said Governing
Body of the Municipalilyat a meeting of said Governing Body and that such resolutionshave not been amended or altered and are
in hill force and effect on the date stated below.
Signature of Secretary/Clerk of Municipality
[SEAL)
Print Name:
Official Tole:
Date
MLDRES 01 (042199e)
Hrr ye ii 4 H19 IdNIAt ONE LEPSING P.21/26
INSURANCE COVFRAGF DISCI ()SURF
SAlt;
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 leased Equipment evidenced by a Certificate of Insurance and Long
Form Loss Payable Clause naming Banc One Leasing Corporation and/or its assigns as Lass Payee.
Coverage Required: Termination Value Specified
_o. Public Liability Insurance evidenced by a Certificateof Insurance naming Banc One Leasing Corporation and/or
its assigns as an Additional Insured.
Minimum Coverage Required:
5500,000 00 per person
51,000,000.00 aggregate bodily injury liability
5500,000.00 property damage liability
Proof of insurance coverage will be provided to Banc One Leasing Corporaton, 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 for (check to indicate coverage)
__a, All risk, physical damage in The amount specified in 1(e) above.
b. Public liability for 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 . .— Iale.
MLDiN015 01 (04126/96)
uM< Cy 7ti 11:4 Wl BANG ONE LI_5JN6 P.22/26
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 51.000.000.00 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 'Drive
Columbus, OH 43231
Please call (Documentation Specialist) at 800-344-5422, ext.xxxx or 614-248-xxxx if
you have any questions.
MLOININF 01 (0426r96)
Fieh GO '' d 11:4NHN HHNL VINE LLHSINb P.23/26
SAMPLE
ESCROW AGREEMENT Dated as of
(Gross Fund-Eamings to Lessee)
This Escrow Agreement together with all addenda,riders and attachments hereto,as the same may from time 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 Lust 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 identified below,a duplicate original of which has been furnished
t0 the Escrow Agent.whereby Lessor has agreed to lease and sell certain property described 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.
102 -Lease' means. collectively. the Lease Schedule identified below and the Master Lease-Purchase Agreement
identted m said Lease Schedule(to the extent that it relates to said Lease Schedule)together with all exhibits, schedules,addenda.
riders and attachments thereto.
Lease Schedule No. dated
103 LESSOR'S DEPOSIT. S Lessor shall pay or cause to be paid to the Escrow Agent
ofl q credited
the amountt the Lessor's s Deposit ofwhich to the E essrnenl Acquisition Fund established in Section 2 hereof.A nt
the e which that
the Pcredited
redited to eq theantEquipment exceeds theLessor's Deposit.y the
eanLessee shall either deposit with Escrow Agent
funds see ll be yrsuch the Equipment the ppli 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 as 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 cause each item of Equipment to be ordered from the applicable Suppliers. Lessee shall
furnish to the Escrow Agent as soon as avaitable.a copy of the purchase orders or purchase contracts for all Equipment odered
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 pad to the Escrow Agent as deacnbed 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
Lease or of any Supplier 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 Price of Equipment veil 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 rights and obligations of Lessor and Lessee under
the Lease, but is entirety supplemental thereto. The terms capitalized in this Agreement but not defined herein shall have the
meanings given to them in the Lease.
1.08 Each al the paves hereto has authority Co enter into this Agre.. .=1 t,and has taken all actions necessary to audience
the execution of this Agreement by the officers whose signatures are affixed hereto.
Section 2. Equipment Acagiaition Fund.
2.01 The Escrow Agent shalt establish a special escrow fund designated as the Equipment Acquisition Fund (the
'Equipment Acquisition Fund"), shall keep such fund separate and apart from all other funds and money held by it and shall
administer such fund as provided in-this Agreement.
2.02 The Lessors 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 subsect to
the Lease.The Escrow Agent shall pay to the Suppliers of the Equipment the payment amounts then due and payable with respect
thereto upon receipt of all of the following:
ESCAGR2 131 (4/28/95) Page 1
Nrn e� 'ya 11 93FlN fBRNC ONE LENSING � P.2q 26
SAMPLE
(a)a Receipt Certificate/Payment Request(in the fonm attached hereto as Exhibit A orb)executed by Lessor and Lessee
which dlsenbes the items of Equipment for which payment is to be made and speufies the Suppliers and the applicable
portion of the Purchase Price Of the items Of Equipment to be paid:
(b)the Suppliers invoices specifying the applicable portion of the Purchase Pnoe of the gems of Equipment descnbed in
said Receipt Certificate: and
(c)if the item of Equipment is a titled vehicle,a copy of the Manufacturer's Statement of Origin(MSO)doyenne such stern
showing Lessor as first and sole lienholder.
203 If Lessor delivers to the Escrow Agent written 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 Agent's receipt of a Full Funding Notice.the Escrow Agent shall apply the balance remaining in
Me Equipment Acquisition Fund:
a tat. 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.
'Full Fuming Notice'means the Final Receipt Certificate/Payment Request which confrms that all Equipment covered by the Lease
has been delivered to and accepted by Lessee under the Lease.
2.05 Upon me Funding Expiration Date stated in Section 1.04 above. the Escrow Agent shall apply the balance of the
Lessor's Deposit remaining in the Equipment Acquisition Fund:
(vat, 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 Lessor to be applied by Lessor for benefit of Lessee either(a)toward the principal portion of the Rent Payment
next coming due under the Lease;or(b)toward a penal 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 Date staled in Section 104 above.the Escrow Agent Shall apply the interest earnings on the Lessors
Deposit as set forth in Section 2.04 above.
2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition
Fund to make the payments herein required.
Section 3. Money in Eaujgment auieitans Fund:Investment
3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the
benefit of Lessee and Lessor.and such money.tvgethcr 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 omvided. that the money and investments held by the Escrow Agent under this
Agreement shall be subject to the security interests provided in Sections 3.07 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 by the Esrww Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as pnnapal or agent,
investments aulhonzed ay this Section.Such investments and reinvestments shall be made giving consideration for the time at
which funds are requited to be available.No investment shall be made that would cause the Agreement to be deemed an"arbitrage
bond"within the meaning of Section 143(a)of the Internal Revenue Code of 1986.as amended_
3.03 The term Qualiified Investments means:(a)direct general of iigations of the United States of America;(b)obligations
guaranteed by the United States of America:(c)general obligations of the agencies and ins umentalities of the United Stale of
America;(d)eenificateS of deposit time deposits or demand deposits with any bank or trust company incorporated under the laws
of the United States of America or any state thereof,end which is wined by a naming company whose long term debt Or commercial
paper is rated at least investment grade by any nationally recognized rating agency: (e)open market commercial paper with a
maturity not in excess of one year from the date of acquisition thereof which On the date of acquisition has the highest credit rating
by any rating agency:and(0 any money market or short term investment fund investing in or consisting solely of and secured by
any of the obligadons described in clauses(a),(b)and(e)above.
3.04 It any of the aboveaescnbed Qualified Investments are ma legal investments of Lessee. then Lessee shill
ESCAGR2 01 (426/95) Page 2
' APR 29 '98 11=49PM deg ONE LEASING �t ,,����,,{{ppL��l1 P.E526
immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee.
3.05 The Escrow Agent shag without further direction.sell such investments as and when required to make any payment
from the Equipment Acquisition Fund.Any income received on such investments shad be credited to me Equipment Acquisition
Fund.
3.06 The Escrow Agent shall furnish an accounting of all investments.The Escrow Agent shall not be responsible or fable
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 to money and investments held by the Escrow Agent under this
Agreement as collateral 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 VMS Agreement.Escrow Agent hereby acknowledge,that it 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 seated under Section 4.03
hereof shall be superior to Lessors security interest therein.
Section 4. Esegw Agents Authority'Indemnification.
4.01 The Escrow Agent may.ad in reliance upon any writing,notice,certificate.i struction,invite/lent or signature which
it,in good faith,believes to be genuine;assume the validity and accuracy of any statement or assertion contained in such,a wiping,
notice. certificate.instruction or instrument and assume that any person purporting to give any such writing, notice.certificate,
instruction or Instrument in connection with the provisions hereof has been duly authorized to do so.Except as expressly provided
otherwise in this Agreement,the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to Toro of.the
manner of exeWtion of,or the validity,accuracy or authenticity of any writing,nohow,certificate,instruction or instrument deposited
with it nor as to the Identity,authority or right of any person executing the same.The Escrow Agents duties hereunder(inducing.
without limitation. its duties as to the safekeeping investment and disbursement of moneys in the Equipment Acquisition Fund)
shall be limited to those specifically provided herein.
4.02 Unless the Escrow Agent is guilty of gross negligence or willful misconduct wee regard to its duties hereunder.Lessee
and Lessor jointly and severally leery agree to be responsible to pay for, and to hold Escrow Agent harmless from,any actions.
suits or proceedings(at law or in equity),any clams.liabilities or losses.or any expense.costs.fees or charges of any character
or nature(including reasonable attorney's 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 as 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 attorneys'fees and coon costs)relating to any suit(w terpleader or otherwise)or other dispute arising between Lessee
and Lessor as to the cored interpretation of the Lease.this Agreement or any instructions given to the Escrow Agent hereunder.
with the right of the Escrow Agerq,regardless of the instructions aforesaid,to hold the said property until and unless said expenses.
costs. fees and Merges 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 appropnate ovil action to resolve the disagreement Lessee and Lessor shall
pay all costs. inducing reasonable attorneys'fees, in connection with such action.The Escrow Agent shall be fully protected in
suspending all or any part of its activities 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 fug and complete authorization 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 willful misconduct.
Section 5. Change of Escrow Agent.
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 depositor/of public funds,may be substituted to act as
Evuew Agent under tiro Agreement.Such substitution stall not be deemed to affect the rights or obtigahons 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 successor may at any time resign by giving mailed notice to Lessee and Lessor of its
intention to resign and of the proposed date of resignation.which shall be a date not less than thirty(30)days after such notice is
deposited in the United States mail with postage hilly prepaid.unless an earner resignation date and the appointment of a successor
ESCAGR2 01 (426/95) Page 3
HYK d 'yH 11;blINN B14C ONE LERSING �1 P.ES 26
Escrow Agent has been approved by Lessee and Lessor. ? 1ti MIL
5.03 The Escrow Agent may appoint an agent to exercise any Of the powers.nggU 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 Provisio t.
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 mom, at any time donne regmar
business hours.
6.02 All written notices to be given under this Agreement shall be given by mail to the parry entitled thereto at its address
set ben below,or at such address as the panty may provide to the other parties hereto in writing from time to time. Any such notice
shall be deemed to have been received three(3)days after deposit in the United States mail,with postage Nlly prepaid.
6.03 This Agreement shall be construed and governed in accordance with the laws of the State of Lessee.
6 04 Any provision of this Agreement found to be prohibited by taw shall be ineffective only to the extent of such
prohibition,and shall not invalidate the remainder of this Agreement.
0.05 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assign. Specifically,the term'Lessor as used herein means any person or 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 fled with the Escrow AgenL
6.06 This Agreement may be sinxdtane0usty executed in several counterparts,each of which shall be an original and ail
of which shall constitute but one and the same Agreement.
6.07 This Agreement shall terminate upon disbursement oy the Escrow Agent of all money held by it hereunder.
Section 7.Escrow Agent Fees. As compensation for Escrow Agent's 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 fee from the interest and earnings ohenvise payable to Lessee under this Agreement or to bill and collect said service fee
at the Funding Expiration Date. In addition.Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs 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 parties have executed this Agreement as of the date first written above.
Bank One Trust Company,NA
("Escrow Agent")
By: 100 East Broad Street,OH1-0161
Title: Columbus,Ohio 43215
Banc One Leasing Corporation
("Lessor)
Sy: 1111 Polaris Parkway.Suite A3
The: Columbus.Ohio 43240
("lessee) - __. (Street Address)
By:
(City.State.VP)
Tide'.
ESCAOR2 01 (4/26495) Page 4