2009-026FILE REFERENCE FORM 2009-026
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILES Date Initials
Change Order to Lease - Ordinance No. 2009-070 04/07/09 )k
ORDINANCE NO. 24P9 026,
AN ORDINANCE AUTHORIZING THE FINANCING OF FLEET VEHICLES AND
EQUIPMENT FOR THE CITY'S SOLID WASTE AND WASTE WATER DEPARTMENTS
THROUGH A LEASE PURCHASE FINANCING AGREEMENT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE
4247-THIRD PARTY LEASE PURCHASE OF SOLID WASTE AND WASTE WATER
VEHICLES AND EQUIPMENT, APPROXIMATE FINANCE CHARGES OF $257,351.57
FOR 60 MONTHS).
WHEREAS, In the 2008-2009 budget process the City Council authorized the purchase
of various trucks and equipment listed on Exhibit A from the to be determined lowest
responsible bidders pursuant to Chapter 252 of the Texas Local Government Code in the
estimated principal sum of $2,369,488; and
WHEREAS, Section 271.005 of the Local Government Code authorizes the City council,
in its discretion, to contract for the financing of personal property; and
WHEREAS, the City Council finds that the herein authorized financing of the budgeted
equipment through a lease purchase agreement with Chase Equipment Leasing Inc. is
appropriate and in the public interest; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be expended for the herein authorized lease purchase agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council hereby authorizes a lease purchase agreement to finance
the acquisition of trucks and equipment listed on Exhibit A with Chase Equipment Leasing Inc.,
said agreement providing for a financed amount of $2,369,488 having ten semiannual payments
of approximately $262,683.96 with an effective rate of not to exceed 3.84% over 5 years.
SECTION 2. The City Manager, or the Purchasing Agent as his designee, is authorized
to enter into a lease purchase agreement on behalf of the City in accordance with the terms set
forth in Section 1 and to expend the funds provided for in Section 1.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this - day of ,GC '2009.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: / J
APPR I ED A ITO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
4-ORD; 47
Exhibit A
Equipment Listin
Estimated
Equipment
uant.
Purchase Price
Total
Side Load Refuse Truck
1 each
$105,808
$105,808
Front Load Refuse Truck
3 each
$101,902
$305,706
Body
Front Load Refuse Truck
4 each
$123,170
$492,680
Chassis
Front Load Refuse Truck
1 each
$233,152
$233,152
With Scales
14 Yd Dump Truck
3 each
$ 106,892
$320,676
Backhoe Tractor
1 each
$ 73,073
$ 73,073
Skid Loader
1 each
$ 38,392
$ 38,392
Landfill Compactor
1 each
$ 800,000
$800,001
Total Approximate Cost
$ 2,369,488
Document Package
Checklist and Instructions
❑ Lease Schedule No. 1000133361, Schedule A-1, Payment Schedule, Prepayment Schedule Addendum.
Vehicle Schedule Addendum, Limited Waiver of Sovereign Immunity Schedule Amendment, and Texas
Lease Schedule Addendum - These are specific contract for the current financing and details how much
is being financed, describes the equipment and states the repayment terms. Please have Authorized
Signer both sign and write in their title on each form.
❑ Self-Insurance Addendum - This document confirms your self-insurance status. Please have the
document signed by the Authorized Signer.
❑ Resolutions and Certificate of Incumbency - Your governing board must understand and approve both
the financing and the Authorized Signer(s). Please have the Secretary/Clerk certify both that the board
has met and approved the financing and the titles of the Authorized Signer(s), and the specimen
signature(s) of the Authorized Signer(s).
If the resolution is not executed, then the Certificate of Authorization & Incumbency is to be
executed, and that document and a copy of the resolutions adooted by the governing body of Lessee or
the minutes of an official meeting of the governing body, are to be included with the document
package.
❑ Opinion of Counsel - Please have your counsel review the documents as soon as possible and prepare
an Opinion of Counsel on their letterhead addressed to Chase Equipment Leasing Inc. We have
enclosed a sample Opinion of Counsel which will satisfy Chase Equipment Leasing Inc.
❑ IRS Form 8038-GC - Required form for tax-exempt financing. Please have Authorized Signer sign the
bottom of the form.
❑ Escrow Agreement, and Escrow Funding Schedule Addendum and No Arbitrage Certificate - These
establish the escrow account and the relationship with Escrow Agent. Please have Authorized Signer
sign and indicate title on page 3 of the Escrow Schedule Addendum, making certain page 2 of same is
completed.
❑ Page 6 of the Escrow Agreement is to be signed by the Authorized Signer and title indicated. Page
5 is to be completed as necessary. Please note 2 original executed Escrow Agreements need
to be sent to CEL with the return document package. One each is needed for the Escrow
Agent and for CEL.
❑ 3PMorgan Institutional Trust Services Investment Authorization Form: This instructs
Escrow Agent where to invest the escrowed funds. Please choose an investment
instrument on page 7 of the Escrow Agreement.
❑ W9 - Please include a copy of the executed W9 for the City. The W9 is needed by the
Escrow Agent, as interest is reported to the government.
❑ If you need investment advice, please contact Laura L. Ramsey at 312-954-0216 or Kevin J. Binninger
at 312-954.0163.
Laura's email address is Iaura.I.ramsey(cDipmor-gan.com
Kevin's email address is kevin.i•binninger (a)ipmchase.com
Web address is www.opmorganfunds.com
CERTIFICATE OF AUTHORIZATION & INCUMBENCY
Lessee: City of Denton
Lease Schedule No. 1000133361
hereby certify to Chase Equipment Leasing Inc. ("Lessor") that I am the officer of the above-named Lessee ("Lessee")
with the title indicated beneath my signature below, and as such, I am authorized to execute and deliver this Certificate on
behalf of Lessee in connection with the above-identified Lease Schedule together with the Master Lease-Purchase Agreement
identified therein (collectively, the "Lease") between Lessor and Lessee.
I further certify: (a) that I have examined the representations and warranties made by Lessee in the Lease; and (b) that
such representations and warranties remain true and correct as if made on and as of the date of this Certificate.
I further certify: (1) that attached hereto as Exhibit A is a copy of the resolutions adopted by the governing body of
Lessee or the minutes of an official meeting of the governing body of Lessee regarding the matters set forth in said minutes; (2)
that the transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the
resolutions or actions set forth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the
governing body of Lessee as set forth in ExhibitA are in full force and effect on the date of this Certificate and have not been
modified or rescinded.
further certify that the following are names, titles and specimen signatures of officers or representatives of Lessee
who are duly authorized to execute and deliver the Lease and any related documents, each of whom has been duly elected or
appointed to hold and currently holds the office or position of Lessee which is set forth opposite his or her name:
(Please type or print)
Name
Title
Signature
The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to
the official records of the governing body of the Lessee and that the undersigned is authorized to execute and deliver this
Certificate.
~R, ~-h ,
Si q are of S c etary/Clerk of Lessee
Print Name: ~P.11Rr~1-~ i' U U Q
Official Title:
~ r
Date:
Attachment: Exhibit A, true and complete copy of the original authorizing resolution/minutes
WS-430 Page 1 of 1
CERTIFICATE OF INCUMBENCY
Lessee: City of Denton
Lease Schedule No. 1000133361
Dated 02/13/2009
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision 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 individuals
named 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 Resolu ' s.]
C tytoi .
Name
Title
Name Title
Signature
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth
below.
Q~nv- )aj~6'4
Si n lure of cretary/Clerk of Lessee
_i
Print Names e wa I S
Official Title: lL j, I ye D
09 U
ate:
NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease-Purchase Agreement /
documents by the above incumbency, this certificate must also be signed by a second officer.
Print Name:
Title:
Signature:
WS-402 Page 1 of 1
ESCROW FUNDING SCHEDULE ADDENDUM
AND ARBITRAGE CERTIFICATE
Dated 02/1312009
Lease Schedule No. 1000133361
Lessee: City of Denton
Escrow Agent: JPMorgan Chase Bank, N.A.
Escrow Agreement dated as of 02113/2009
Amount To Be Deposited Into Escrow: $ 2,369,488.00 ("Lessor's Deposit")
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the
Schedule ("Master Lease") by and between CHASE EQUIPMENT LEASING INC. ("Lessor") and the above lessee ("Lessee"). As used
herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.
This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the 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 the Lease, Lessor and Lessee hereby
agree to amend the Lease as follows:
1. Lessee and Lessor together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow Agreement
("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase Price of the Equipment will be paid.
2. Lessor shall deposit such amount into escrow as is required by the Escrow Agreement, which amount shall be credited to
the Equipment Acquisition Fund. Lessee shall pay the balance of the Purchase Price of the Equipment, either by deposit in escrow to
the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment.
3. The Lease Term of the Lease shall commence on the earlier of the date specified in the Payment Schedule to the Schedule
or the date of Lessor's deposit of funds into the Equipment Acquisition Fund. Notwithstanding the statements regarding delivery and
acceptance of the Equipment in the Schedule, the parties acknowledge that the Equipment will be accepted as provided in the Escrow
Agreement.
4. The delivery of documents and the satisfaction of any other conditions required by the Escrow Agreement or this Addendum
shall be additional Funding Conditions for the Lease.
5. Upon Lessee's execution of the Escrow Agreement, Lessee hereby represents and warrants to Lessor that: (a) Lessee has
full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its obligations under the Escrow
Agreement, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the
Escrow Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee,
enforceable in accordance with its terms; and (c) the Escrow Agreement is authorized under, and the authorization, execution and
delivery of the Escrow Agreement complies with, all applicable federal, state and local laws and regulations (including, but not limited
to, all open meeting, public bidding and public investment laws) and all applicable judgments and court orders.
6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee in
paragraph 5 above.
7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the
Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to be
false, misleading or erroneous in any material respect.
8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby certifies that
he/she is the duly qualified and acting representative of Lessee with the title set forth below his/her signature hereon; that Lessee has
executed and delivered the Schedule and the Master Lease (collectively, the "Lease"); that Lessee is a political subdivision of the State
identified in the Lease; and that in his/her official capacity as such officer he/she is responsible for executing and delivering, on behalf of
the Lessee, the Lease and this Addendum. This paragraph of this Addendum (hereinafter, this paragraph shall be identified as the
"Arbitrage Certificate") is being issued by Lessee as a "no arbitrage certificate" pursuant to Section 148 of the Internal Revenue Code of
1986, as amended (the "Code"), and Treasury Regulations, Sections 1.148-0 through 1.148.11 (the "Regulations"). Lessee represents
and warrants to Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or
are reasonably expect to occur hereafter.
WS-437 Page 1 of 3
(a) The Lease provides for the lease of the Equipment described in the Lease by Lessor to Lessee. Under the Lease, Lessee
is required to make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the
amounts stated in the Payment Schedule to the Lease.
(b) Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of the availability
of monies needed to pay the cost of the Equipment when due, Lessee, Lessor and the Escrow Agent have executed the
Escrow Agreement.
(c) Contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by Lessee to
Equipment Vendors therefor and the Equipment will be acquired and installed with due diligence. Based upon the provisions
of the contracts or purchase orders, the Equipment will be acquired and installed no later than eighteen (18) months from the
date of the Escrow Agreement ("Funding Expiration Date").
(d) The Escrow Agreement provides that Lessor shall deposit the Lessor's Deposit into escrow to be credited to the Equipment
Acquisition Fund created by the Escrow Agreement and utilized to pay for the Equipment as provided therein. It is presently
expected that all such funds initially credited to the Equipment Acquisition Fund shall be disbursed to pay for the Equipment,
but any such amounts ultimately determined not to be needed for such purposes and the interest earnings on the amounts
held in escrow shall be utilized on or after the Funding Expiration Date to pay part of the principal due under the Lease, as
provided in the Escrow Agreement.
(e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses on or before the
Funding Expiration Date.
(f) The original proceeds of the Lease, and interest to be earned thereon, do not exceed the amount necessary for the purpose
for which the Lease is issued.
(g) The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or
disposed of by Lessee.
(h) No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments.
(i) Lessee represents, warrants and covenants to one of the following statements of this clause (i) as is initialed by Lessee
below [and if Lessee fails to initial its selection, then subclause (A) shall be deemed to have been selected by Lessee]:
(A) 100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment within 18 months of
the date of the Escrow Agreement in accordance with the following schedule:
15% within 6 months of the date of the Escrow Agreement;
60% within 12 months of the date of the Escrow Agreement; and
100% within 18 months of the date of the Escrow Agreement.
(B) 100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment within 6 months of
the date of the Escrow Agreement.
(C) Lessee qualifies for the "small issuer" exemption in section 148(f)(4)(D) of the Code because all of
the following are true: (1) Lessee is a governmental unit with general taxing powers, and (2) the Lease is
not a "private activity bond" as defined in Section 141 of the Code, and (3) 95% or more of the proceeds
of the Lease shall be used for the governmental activities of Lessee, and (4) the aggregate face amount of
all tax exempt bonds and other tax exempt obligations (other than "private activity bonds") issued by
Lessee (and any subordinate entities of Lessee as contemplated by Section 148(f) of the Code) during the
calendar year in which the Lease is issued is not reasonably expected to exceed $5,000,000.
0) Lessee hereby covenants that Lessee shall comply with all of the requirements of the Code and Regulations relating to the
rebate of arbitrage profit to the United States of America (including, without limitation Section 148(f) of the Code) and will
rebate to the United States of America all arbitrage profit required thereby.
(k) To the best of the knowledge and belief of the undersigned, the expectations of Lessee, as set forth above, are reasonable;
and there are no present facts, estimates and circumstances which would change the foregoing expectations.
(1) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose
arbitrage certificates may not be relied upon.
9. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains unchanged
and in full force and effect.
WS-437 Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
City oflaenton
(Lessee)
By:
Title:
CHASE EQUIPMENT LEASING INC.
(Lessor)
By:
Title:
W S-437 Page 3 of 3
PREPAYMENT SCHEDULE ADDENDUM
(Step Down Premium)
Dated As Of 02/13/2009
Lease Schedule No. 1000133361
Lessee: City of Denton
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master
Lease") identified in the Schedule, which are by and between CHASE EQUIPMENT LEASING INC. ("Lesson') and the above
lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master
Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease.
Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely
for purposes of the Schedule, Lessor and Lessee agree as follows:
1. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease
as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under
the Lease and so long as Lessee gives Lessor at least 20 days prior written notice (the "Notice Period"), Lessee may elect to
prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following
the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late
charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee
under the Schedule as of said Prepayment Date ("Principal Balance"); plus (c) a prepayment premium equal to the product of the
applicable Prepayment Percentage set forth below and the Principal Balance as of the applicable Prepayment Date set forth
below:
From the Commencement Date of the Schedule through month 12 of the Lease Term of the Schedule, the
Prepayment Percentage is 5%.
From month 13 of the Lease Term of the Schedule through month 24 of the Lease Term of the Schedule, the
Prepayment Percentage is 4%.
From month 25 of the Lease Term of the Schedule through month 36 of the Lease Term of the Schedule, the
Prepayment Percentage is 3%.
From month 37 of the Lease Term of the Schedule through month 48 of the Lease Term of the Schedule, the
Prepayment Percentage is 2%.
From month 49 of the Lease Term of the Schedule through the final Rent Payment due date of the Schedule,
the Prepayment Percentage is1%.
2. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the
provisions,of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented
by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.
Ci of Denton
(Les
Title: cj.!' _5
I
CHASE EQUIPMENT LEASING INC.
(Lessor)
By:
Title:
(prepay-muni-step down premium 12.06) Page 1
ESCROW AGREEMENT
Dated as of 02/1312009
(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 CHASE EQUIPMENT LEASING INC. ("Lessor").
Escrow Agent: JPMorgan Chase Bank, N.A.
Lessee: City of Denton
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 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.
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 it relates to said Lease Schedule) together with all exhibits, schedules, addenda, riders and
attachments thereto.
Lease Schedule No. 1000133361
1.03 LESSOR'S DEPOSIT: $ 2,369,488.00. Lessor shall pay or cause to be paid to the Escrow Agent the amount of the
Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent that the
purchase price of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Agent funds 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: 08/13/10. 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 cause each item of Equipment to be ordered from the applicable suppliers. Lessee shall
furnish to Lessor 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 this Agreement. 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 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 rights and obligations of Lessor and Lessee under the
Lease, but is entirely supplemental thereto.
1.08 Each of the parties hereto has authority to enter into this Agreement, and has taken all actions necessary to authorize
the execution of this Agreement by the officers whose signatures are affixed hereto.
Section 2. Equipment Acquisition 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 all other funds and money held by it, and shall administer such fund
as provided in this Agreement.
2.02 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 Agent shall pay to the suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt
of a written request executed by Lessor which specifies each supplier and its address or wire instructions and the applicable portion of
the purchase price of the items of Equipment to be paid (the "Receipt Certificate/Payment Request"). As between Lessee and Lessor
only, Lessee agrees that it will submit to Lessor for Lessor's signature a Receipt Certificate/Payment Request that has been executed
by Lessee together with (a) the suppliers' invoices specifying the applicable portion of the purchase price of the items of Equipment
described in said Receipt Certificate, (b) if the item of Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Origin
(MSO) covering such item showing Lessor as first and sole lienholder, and (c) any other documents required by the Lease, and Lessee
WS-436 Page 1 of 8
agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to
Lessor.
2.03 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 (as defined below), the Escrow Agent shall apply 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 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 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.
"Full 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 and that the full amount of the Lessors Deposit has been paid to the
applicable suppliers.
2.05 Upon the 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:
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 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 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 Date stated in Section 1.04 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 Equipment Acquisitions 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, 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 3.07 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 Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by
this Section. Such investments and reinvestments shall be made giving consideration for the time at which funds are required to be
available. No investment shall be made that would cause 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 Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the
Equipment Acquisition Fund and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made
pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by
Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Equipment Acquisition Fund, as and when
instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified Investments"): (a) obligations of the United
States of America or any agency created thereby; (b) general obligations of any State of the United States of America; (c) general
obligations of any political subdivision of a State of the United States of America, if such obligations are rated by at least two recognized
rating services as at least AA; (d) certificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an
affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FDIC) with a net worth in excess of $100,000,000
("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and
guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if
Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in
obligations listed in (a) through (f) above, including repurchase agreements secured by such obligations and prime commercial paper,
so long as the money market funds are rated in either of the two highest categories of any Rating Agency at the time of purchase,
including, without limitation, the JPMorgan Funds, or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow
Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
WS-436 Page 2 of 8
that (1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent
charges and collects fees for services rendered pursuant to the Lease or this Agreement, which fees are, separate from the fees
received from such funds and (3) services performed for such funds and pursuant to this Agreement may at times duplicate those
provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor. Unless
otherwise directed in writing by Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings,
as selected by the Lessee on schedule 1 hereto ("Schedule 1") upon the execution of this Agreement. In the event that no election is
made at the time of execution of this Agreement, Escrow Agent shall invest the Equipment Acquisition Fund in an interest bearing trust
account to be held at JPMorgan Chase Bank, N. A.
3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall immediately
notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide Escrow Agent with
direction to invest funds in accordance with Section 3.03.
3.05 The Escrow Agent shall, 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 shall be credited to the Equipment Acquisition Fund.
3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. 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 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 this Agreement. Escrow Agent hereby acknowledges 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 Agent's security interest in such money and investments as created under Section 4.03 hereof shall
be superior to Lessors security interest therein.
Section 4. Escrow Agent's Authority; Indemnification.
4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument 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 writing, 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 form of, the manner of execution
of, or the validity, accuracy 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 (including, 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 Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent from any and all
claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and
expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this
Agreement, except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent, or (ii)
its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such instruction or
direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of this Agreement
and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to and shall
include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In no event shall the Escrow
Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
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 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 and Lessor shall pay all
costs, including 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 full 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
WS 436 Page 3 of 8
judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct. None of
the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of
its duties or the exercise of any of its rights or powers hereunder.
Section 5. Chanqe 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 $10,000,000.00, qualified as a depository of public funds, may be substituted to act as Escrow
Agent under this Agreement. Such substitution shall not be 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 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 fully prepaid, unless an earlier resignation date and the appointment of a successor Escrow Agent
has been approved by Lessee and Lessor.
5.03 The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent
under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder.
5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business or any
corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a
party, ipso facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its predecessor, without
the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the
contrary.
Section 6. Administrative Provisions.
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 This Agreement shall be construed and governed in accordance with the laws of the State of Illinois.
6.03 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition,
and shall not invalidate the remainder of this Agreement.
6.04 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 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 filed with the Escrow Agent.
6.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same Agreement.
6.06 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder.
Section 7. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of
execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2"), and
the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer
instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 2. The
undersigned is authorized to certify that the signatories on Schedule 2 are authorized signatories. The persons and telephone numbers
for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the
beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the
Lessee or Lessor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply
any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary
bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.
W S-436 Page 4 of 8
Section 8. Escrow Agent Fees. $750.00 (`Acceptance Fee"). As compensation for Escrow Agent's services hereunder,
Lessee agrees to pay Escrow Agent the above Acceptance Fee; provided, that Escrow Agent will waive the Acceptance Fee so long as
the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent and/or any
JPMorgan Fund. If the Acceptance Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said Acceptance
Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Acceptance Fee at any
time. In addition, Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary
fees and expenses for performing its obligations hereunder (including, but not limited to, attorney's fees and expenses) and to pay all
other amounts expressly due and payable to Escrow Agent hereunder.
Section 9. Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in
writing and be given in person, by facsimile transmission, courier delivery service or by mail, and shall become effective (a) on delivery
if given in person, (b) on the date of delivery if sent by facsimile or by courier delivery service, or (c) three business days after being
deposited in the mail, with proper postage for first-class registered or certified mail, prepaid.
Notices shall be addressed as follows:
(i) if to the Lessee:
City of Denton
215 EAST MCKINNEY STREET
DENTON, TX 76201
Attention -T-6 m tz~. .Siva w
Fax Number: =j ZO - -j.4ct _ ~A
(ii) if to the Lessor :
CHASE EQUIPMENT LEASING INC.
1111 Polaris Parkway, Suite A-3
Columbus, Ohio 43240
Attention: ESCROW CLERK
Fax Number: 866-276-4068
(iii) if to the Escrow Agent
JPMorgan Chase Bank, N.A.
420 W. Van Buren, Mail Code 11-1 -0113
Chicago, IL 60606
Attention: Kevin Binninger, Worldwide Security Services
Fax Number: 312-954-0430
Section 10. Force Majuere. Notwithstanding any other provision of this Agreement, the Escrow Agent shall not be obligated
to perform any obligation hereunder and shall not incur any liability for the nonperformance or breach of any obligation hereunder to the
extent that the Escrow Agent is delayed in performing, unable to perform or breaches such obligation because of acts of God, war,
terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control.
Section 11. Important Information About Procedures For Opening A New Account. To help the government fight the
funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. When an account is opened, Escrow Agent will ask for information that
will allow it to identify relevant parties.
(The next page is the signature page.]
WS-436 Page 5 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
JPMORGAN CHASE BANK. N.A., as escrow agent
("Escrow Agent")
By:
Title:
CHASE EQUIPMENT LEASING INC.
("Lessor")
By:
Title:
Citv of Denton
("Les
Title:
c
Attachments: Schedule 1 (Investment Authorization)
Schedule 2 (Name/telephone # of call-back person(s) designated by Section 7 above)
WS-436 Page 6 of 8
Schedule 1
Investment Authorization
City of Denton 1000133361
Investment: SELECT INVESTMENT BELOW
[ ] A trust account with JPMorgan Chase Bank, N.A.;
A money market mutual fund, including without limitation the JPMorgan Fund or any other mutual fund for which
the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager, administrator, shareholder
servicing agent and/or custodian or subcustodian, notwithstanding that (i) the Escrow Agent or an affiliate of the
Escrow Agent receives fees from such funds for services rendered, (ii) the Escrow Agent charges and collects
fees for services rendered pursuant to this Escrow Agreement, which fees are separate from the fees received
from such funds, and (iii) services performed for such funds and pursuant to this Escrow Agreement may at times
duplicate those provided to such funds by the Escrow Agent or its affiliates.
Check One
_ JPMorgan Prime Money Market Fund Morgan Shares (283)
_ JPMorgan U.S. Government Money Market Fund Morgan Shares (3916)
_ JPMorgan Federal Money Market Fund Morgan Shares (353)
JPMorgan Treasury Plus Money Market Fund Morgan Shares (3919)
- JPMorgan Tax Free Money Market Fund Morgan Shares (2)
SHAREHOLDER SERVICES FEES: Customer acknowledges that the Fund is authorized to make payments from its management
fee or any other source available to parties such as banks or broker-dealers ("Service Organizations") that provide shareholder support
services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of .50% annually
of the average net assets of each Fund with respect to which they provide or have provided shareholder support services. Customer
further acknowledges that JPMorgan is a Service Organization and is paid, and hereby consents to such payment, by the Fund up to
the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholder support services
rendered to the Fund by JPMorgan, which services may include, without limitation, answering client's inquiries regarding the Fund,
assistance to clients in changing dividend options, account designations and addresses, processing purchase and redemption
transactions, providing periodic statements showing a client's account balance and the integration of such statement with other
transactions, arranging for JPMorgan wires, and providing such other information and services as the Fund's distributor or Customer
reasonably may request. Customer further acknowledges that the Fund may purchase securities from or through JPMorgan or its
affiliates, may engage in repurchase transactions with JPMorgan or its affiliates, may place funds on deposit in accounts with
JPMorgan or its affiliates and receive interest income thereon and may obtain other services from JPMorgan for which JPMorgan is
paid a fee.
WS-436 Page 7 of 8
Schedule 2
Telephone Number(s) and Signature(s) for
Person(s) Designated to Give Funds Transfer Instructions
If to Lessor: (For use only by Escrow Agent)
Name
1.
2.
3.
Telephone Number
Signature
(Standing Signature on File)
(Standing Signature on File)
(Standing Signature on File)
Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Funds Transfer Instructions
If to Lessor.
Name
Telephone Number
1.
Larry E. Spencer
(614) 213-7177
2.
Timothy L. Ellerbrock
(614) 213-7645
3.
Aric Cambum
(614) 213-1932
4.
Mary Heubach
{614) 213-1557
5.
Lory R. King
(614) 213-1146
6.
Nate J. Ruhe
(614) 213-3859
All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer and must not
be the same person confirming said transfer.
W S-436 Page 8 of 8
TEXAS LEASE SCHEDULE ADDENDUM
Lease Schedule No: 1000133361
Lessee: City of Denton
Dated 02/13/2009
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease")
identified in the Schedule by and between CHASE EQUIPMENT LEASING INC. ("Lessor") and the above lessee ("Lessee"). As used
herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.
This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise
defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows:
1. NON-APPROPRIATION AMENDMENTS. All of Section 6 of the Master Lease is deleted and replaced with the following:
"6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
"6.1 For the Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all
Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and
that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if
funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually
committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and
will lawfully be appropriated and made available for such Rent Payments. All Rent Payments shall be payable out of the
general funds of Lessee or out of other funds legally available for such Rent Payments. Lessor agrees that the Lease will not
be a general obligation of Lessee and the Lease shall not constitute a pledge of either the full faith and credit of Lessee or the
taxing power of Lessee.
"6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under the Lease and if other funds are not legally available for such payments, then a "Non-Appropriation Event" shall be
deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such
Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date,
Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in
accordance with Section 21 hereof (provided, that if under applicable State law Lessee's obligation to pay the expenses of
returning the Equipment would render the Lease void or unenforceable under State law, then Lessee shall not be obligated to
pay the expenses of returning the Equipment under section 21 hereof, but Lessee shall be required to cooperate with Lessor
in Lessor's taking possession of the Equipment); and (c) the Lease shall terminate on the Return Date without penalty to
Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the Lease for which funds shall
have been appropriated or are otherwise legally available, provided further, that Lessee shall pay month-to-month rent at the
rate set forth in the Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under the
Lease."
2. DECLARATION OF PERSONAL PROPERTY FINANCING.
(a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE
PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS, ANY OF THE
FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A PERMANENT BUILDING OR
STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL PROPERTY.
(b) Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is not any of the
following: real property; an improvement on any real property; a permanent building or structure on any real property; or a
fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate executed by an
independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the
Equipment is relocatable or transportable and will remain personal property.
(c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee represents and
warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas, including, without
limitation, all applicable public finance laws of the State of Texas.
3. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that: (a) unless otherwise agreed by Lessee in writing,
Dated 02/13/2009
WS-423 Page 1 of 2
Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) if Lessor sells or assigns its
rights in the Lease, then, unless otherwise agreed by Lessee in writing, such sale or assignment shall be of an undivided interest in
all of Lessor's right, title and interest in the Lease to a single purchaser or assignee; and (c) if Lessee consents to the creation or
sale of any fractional interests in the Lease or any participation interests in the Lease, Lessor agrees that such transaction shall
comply with applicable State and federal law.
4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor and Lessee, the 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.
Cit enton CHASE EQUIPMENT LEASING INC.
(Le e) ~ (Lessor)
By. By:
Title: h Title:
WS-423 Page 2 of 2
•
MASTER LEASE-PURCHASE AGREEMENT
Dated as of April 22, 2004
This Master Lease-Purchase Agreement together with 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'l.
LESSEE: City of Denton
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 any one Schedule and
this Master Lease as Incorporated into said Schedule. (c) "Equipment' means the property described in each Schedule.
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions
thereto. (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 Tenn) 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 Lessee's payment and performance in full of all of Lessee's obligations
under the Lease.
4. 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 the 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 forth in the Payment Schedule. Lessee acknowledges that Its obligation to
pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment
Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties
execute an escrow agreement. Rent Payments will be payable for the Lease Tern 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 than ten (10) days from the due date. Lessee shall pay
Lessor on demand as a late charge rive per cent (5%) of such overdue amount, limited, however, to the maximum amount
allowed by law.
4.3 EXCEPT AS SPECIFICALLY 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 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 shall arrange for the transportation, 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.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence
its acceptance of 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 casts of
such Equipment as stated in the Schedule ('Purchase Price') 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 its Payment Schedule: (b) no Event of Default shall have occurred and be continuing: (c) no
material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related
regulations and rulings thereunder (collectively, the 'Code-)-, (d) no material adverse change shall have occurred in the
financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear
MUN2LEAS.MAS PAGE 1 OF 7
of any Liens (except Lessors Liens); (f) 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 by the Lease; (2) an opinion of Lessee's counsel: (3) reasonably
detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions
by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease;
(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 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: that It has appropriated and budgeted the necessary
funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease
Term commences; and that it currently Intends to make Rent Payments for the full Lease Tenn as scheduled in the
applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its
governing body. Without contractually committing Itself to do so, Lessee reasonably believes that moneys in an amount
sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person In charge of
Its budget requests to Include the Rent Payments payable during each fiscal year in the budget request presented to
Lessee's governing body for such fiscal year; provided. that Lessee's governing body retains authority to approve or reject
any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds
legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall
constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body falls to appropriate sufficient funds in any fiscal year for Rent Payments or other
payments due under a Lease and if other funds are not legally appropriated for such payments, then a'Non Appropriation
Event' shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor
immediate notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee's governing
body; (b) on the Return Date. Lessee shall return to 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 shag
terminate on the Return Date without penalty 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, provided further, that Lessee
shall pay morrth-to-month rent at the rate set forth In the affected Lease for each month or part thereof that Lessee fails to
return the Equipment under this Section 6.2. 'Rehm 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-Appropriation Event occurs, then, during the twelve (12) 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 restrictions 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 are sufficient to pay the Termination Value of the Equipment and all accrued but unpaid Rent
Payments due under the affected Lease 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 applicable law or would cause such Lease to be invalid or unenforceable
In any material respect.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION. AS TO THE
MERCHANTABIUTY 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 to Lessee any manufacturers or Suppilees 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 have been purchased by Lessor in
accordance with Lessee's specifications 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 to any manufacturers or Suppliers product warranties or guaranties, (d) no manufacturer or Supplier or any
representative of 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 shall not be binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a 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.
MUN2LEAS.MAS PAGE 2 OF 7
•
8.2 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 existing or hereafter acquired) and any and all proceeds thereof. Lessee
agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including,
without limitation, LICC financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct
or 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 Equipment is and wilt remain personal property and will not be deemed to be affixed or
attached to real estate or any building thereon.
10. MAINTENANCE AND 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 when required by applicable law or regulation, which parts or devices shall
automatically become part 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 party
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 written
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 part of the Equipment.
11. 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 created under Its Lease.
Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than 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, 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 shall, 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 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 loss, 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 Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be
applied to Lessee's obligations under this Section 13.
13.2 It a Casualty Loss occurs 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 item of Equipment has suffered a Casualty Loss beyond repair ("Lost
Equipment"), then Lessee shall either. (a) immediately replace the Lost Equipment with similar equipment in good repair.
condition and working order free and clear of any Liens (except Lessor's Uens), in which event such replacement
equipment shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies
of the invoice or bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the
next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent
Payment date (or if the Casually Loss payment is due between Rent Payment dates, then as of the Rent Payment date
MUN2LEAS.MAS PAGE 3 OF 7
• •
preceding the date that the Casualty Loss payment is due) 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 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 and a revised Payment Schedule.
13.4 To the extent not prohibited by State law, Lessee shall bear 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 losses arising under or related to any Equipment, Including, but not limited to, the possession, ownership,
tease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease.
Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including
attorneys fees), damages or losses which arise directly from events occurring after any Equipment has been returned by
Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the 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 Casualty Losses for
an amount not less than the•Terminatlon Value of the Equipment. Proceeds of any such Insurance covering damage or
loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at Its sole expense shall at all times carry
public liability and third parry 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 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 reasonably satisfactory to Lessor. Lessee shall promptly deliver to 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 prior written notice of any cancellation of such policy and will require that
Lassoes interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The
insurance maintained by Lessee shall be primary without any right 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 then existing, Lessee shall have the option to purchase 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 title to such Equipment "AS-IS, WHERE-IS". without representation or warranty by Lessor, express
or implled, except for a representation that such Equipment Is free and clear 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 has full power, authority and legal right to execute and deliver the Lease and to perform Its
obligations under the Lease, and all such actions have been duty 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 authorization, execution and delivery of the Lease complies with, all
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 its obligations under the Lease will not result In a
breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party
or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have
a material adverse effect on Lessee's ability to perform Its obligations under the Lease; and
(f) Lessee is a state, or a political subdivision thereof, 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.
MUN2LEAS.MAS PAGE 4 OF 7
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17. 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, executing and filing
internal Revenue Form 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 'arbitrage bond" 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
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the
interest 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.
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 party at any time. Any such assignee
or Ilenholder (an 'Assignee') shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES 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 Lessorss right, title 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 Lessor to Lessee of any
assignment shall not be so required If Lessor assigns a Lease to BANK ONE CORPORATION (and its successors or
assigns) or any of its direct or 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 and for such purpose, Lessee hereby
appoints Lessor (or Lessorss designee) as the book entry and registration agent to keep a complete and accurate record
of any and all assignments of any Lease. 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-Assigned Lease or any Equipment covered by any Non-Assigned Lease; 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) solely with respect to the Assigned Leases. 'Assigned Leases' means only those Leases
which have been assigned to a single Assignee pursuant to a written 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, executors,
administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease. "Event of Default' means the occurrence of anyone 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 accordance with 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 18.1 hereof; (c)
Lessee falls 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 try 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
time when made: (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of
Lessee or of all or a substantial part of its assets, or a petition for relief is flied 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 (f) 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:
MUN2LEAS.MAS PAGE 5 OF 7
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(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under
all Leases and all 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 rate of twelve percent (12%) per annum (but not to exceed
the highest rate permitted by applicable law) from the date of Lessors demand for such payment;
(b) Lessor 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 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 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 claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds
the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this
Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable
law or, by appropriate court action at 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-0f-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 attomey fees and expenses and any costs related to the repossession, safekeeping,
storage, repair, reoondltioning or disposition of any Equlpment-
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.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions 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 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, 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 proper use excepted), shall be In good operating order
and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessors Lien) and
shall comply with all applicable laws and regulations. Until Equipment is 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 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 Lessee's
Interest In such Equipment
22. LAW GOVERNING. Each Lease shall be governed by the taws 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 regular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth
herein or at such address as the party may provide in writing from time to time, Any such notices shall be deemed to have
been received five (5) days subsequent to mailing.
24. FINANCIAL INFORMATION. As soon as they are available after their completion In each fiscal year of Lessee during
any Lease Term, Lessee will deliver to Lessor upon Lessors request the publicly 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 'Lessors Original' and all other counterparts shall be deemed duplicates. An assignment of or
MUN2LEAS.MAS PAGE 6 OF 7
security Interest in any Schedule may be created through transfer and possession only of the counterpart marked
'Lessors Original".
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto 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 prohiblGon without invalidating the remainder of the Lease.
LESSEE: LESSOR:
City of Denton Banc One Leasing Corporation
BY - By: 1 r LLC MIYI~D.
Title: a Title: Funding Authoritv
215 East McKinney Street 1111 Polaris Parkway, Suite A3
Denton, TX 76201 Columbus, Ohio 43240
I
MUN2LEAS.MAS
PAGE 7 OF 7
PAYMENT SCHEDULE
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. 1000133361
Amount Financed: $2,369,488.00
Dated 02/13/2009
Interest Rate: 3.84000% per annum
Accrual Date: 02/13/2009
Rent
Rent
Rent
Interest
Principal
Principal
Termination
Number
Date
Payment
Portion
Portion
Balance
Value
1
8/13/2009
$262,683.96
$45,494.17
$217,189.79
$2,152,298.21
$2,152,298.21
2
2/13/2010
$262,683.96
$41,324.13
$221,359.83
$1,930,938.38
$1,930,938.38
3
8/1312010
$262,683.96
$37,074.02
$225,609.94
$1,705,328.44
$1,705,328.44
4
2/13/2011
$262,683.96
$32,742.31
$229,941.65
$1,475,386.79
$1,475,386.79
5
8/13/2011
$262,683.96
$28,327.43
$234,356.53
$1,241,030.26
$1,241,030.26
6
2/13/2012
$262,683.96
$23,827.79
$238,856.17
$1,002,174.09
$1,002,174.09
7
8/13/2012
$262,683.96
$19,241.75
$243,442.21
$758,731.88
$758,731.88
8
2/13/2013
$262,683.96
$14,567.66
$248,116.30
$510,615.58
$510,615.58
9
8/13/2013
$262,683.96
$9,803.82
$252,880.14
$257,735.44
$257,735.44
10
2/13/2014
$262,683.96
$4,948.52
$257,735.44
$0.00
$0.00
Totals
$ 2,626,839.60
$ 257,351.60
$2,369,488.00
City of Denton
(Less
By: -i
Title:
CHASE EQUIPMENT LEASING INC.
(Lessor)
By:
Title:
FORM OF OPINION OF COUNSEL
(To Be Typed on Attorney's Letterhead Stationery)
Date: 02/13/2009
Lessee: City of Denton
Lessor: Chase Equipment Leasing Inc.
Re: Lease Schedule No. 1000133361 dated 02/13/2009 together with its Master Lease-Purchase
Agreement dated as of 04/22/2004 by and between the above-named Lessee and the above-named
Lessor and the Escrow Agreement dated 02/13/2009 relating to the foregoing
Sir/Madam:
I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease-Purchase
Agreement and its Addenda, 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 State of TX (the "State") duly organized, existing and operating under the
Constitution and laws 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 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 creditors remedies and by
bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors'
rights.
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 accordance with all applicable Local, State and Federal
laws (including open meeting laws and public bidding and property acquisition laws)-
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or
governmental body, 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 appropriation
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 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 truly yours,
Attorney
WS-406 Page 1 of 1
ESCROW AGREEMENT
Dated as of 02/13/2009
(Gross Fund-Eamings to Lessee)
i
i
This Escrow Agreement together with all addenda, riders and attachments hereto, as the same may from time to tim6 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 CHASE EQUIPMENT LEASING INC. ("Lessor").
Escrow Agent: JPMorgan Chase Bank, N.A.
Lessee: City of Denton
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 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.
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 it relates to said Lease Schedule) together with all exhibits, schedules, addenda, riders and
attachments thereto.
Lease Schedule No. 1000133361
1.03 LESSOR'S DEPOSIT: $ 2,369.488.00. Lessor shall pay or cause to be paid to the Escrow Agent the amount of the
Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent that the
purchase price of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Agent funds 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: 08/13/10. 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 cause each item of Equipment to be ordered from the applicable suppliers. Lessee shall
furnish to Lessor 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 this Agreement. 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 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 rights and obligations of Lessor and Lessee under the
Lease, but is entirely supplemental thereto.
1.08 Each of the parties hereto has authority to enter into this Agreement, and has taken all actions necessary to authorize
the execution of this Agreement by the officers whose signatures are affixed hereto.
Section 2. Equipment Acauisition 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 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 subject 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 a written request executed by Lessor which specifies each supplier and its address or wire instructions and the applicable portion of
the purchase price of the items of Equipment to be paid (the "Receipt Certificate/Payment Request"). As between Lessee and Lessor
only, Lessee agrees that it will submit to Lessor for Lessors signature a Receipt Certificate/Payment Request that has been executed
by Lessee together with (a) the suppliers' invoices specifying the applicable portion of the purchase price of the items of Equipment
described in said Receipt Certificate, (b) if the item of Equipment is a titled vehicle, a copy of the Manufacturers Statement of Origin
(MSO) covering such item showing Lessor as first and sole lienholder, and (c) any other documents required by the Lease, and Lessee
WS-436 Page 1 of 8
agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to
Lessor.
2.03 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 (as defined below), the Escrow Agent shall apply 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 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 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.
"Full 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 and that the full amount of the Lessor's Deposit has been paid to the
applicable suppliers.
2.05 Upon the 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:
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 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 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 Date stated in Section 1.04 above, the Escrow Agent shall apply the interest earnings on the Lessor's
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 Equipment Acquisitions 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, 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 3.07 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 Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by
this Section. Such investments and reinvestments shall be made giving consideration for the time at which funds are required to be
available. No investment shall be made that would cause 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 Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the
Equipment Acquisition Fund and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made
pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by
Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Equipment Acquisition Fund, as and when
instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified Investments"): (a) obligations of the United
States of America or any agency created thereby; (b) general obligations of any State of the United States of America; (c) general
obligations of any political subdivision of a State of the United States of America, if such obligations are rated by at least two recognized
rating services as at least AA; (d) certificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an
affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FDIC) with a net worth in excess of $100,000,000
("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and
guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if
Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in
obligations listed in (a) through (f) above, including repurchase agreements secured by such obligations and prime commercial paper,
so long as the money market funds are rated in either of the two highest categories of any Rating Agency at the time of purchase,
including, without limitation, the JPMorgan Funds, or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow
Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
W8_436 Page 2 of 8
that (1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent
charges and collects fees for services rendered pursuant to the Lease or this Agreement, which fees are, separate from the fees
received from such funds and (3) services performed for such funds and pursuant to this Agreement may at times duplicate those
provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor. Unless
otherwise directed in writing by Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings,
as selected by the Lessee on schedule 1 hereto ("Schedule 1") upon the execution of this Agreement. In the event that no election is
made at the time of execution of this Agreement, Escrow Agent shall invest the Equipment Acquisition Fund in an interest bearing trust
account to be held at JPMorgan Chase Bank, N. A.
3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall immediately
notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide Escrow Agent with
direction to invest funds in accordance with Section 3.03.
3.05 The Escrow Agent shall, 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 shall be credited to the Equipment Acquisition Fund.
3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. 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 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 this Agreement. Escrow Agent hereby acknowledges 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 Agent's security interest in such money and investments as created under Section 4.03 hereof shall
be superior to Lessors security interest therein.
Section 4. Escrow Agent's Authority; Indemnification.
4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument 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 writing, 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 form of, the manner of execution
of, or the validity, accuracy 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 (including, 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 Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent from any and all
claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and
expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this
Agreement, except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent, or (ii)
its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such instruction or
direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of this Agreement
and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to and shall
include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In no event shall the Escrow
Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
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 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 and Lessor shall pay all
costs, including reasonable attomeys' 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 full 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
WS-436 Page 3 of 8
judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct. None of
the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of
its duties or the exercise of any of its rights or powers hereunder.
Section 5. Chanqe 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 $10,000,000.00, qualified as a depository of public funds, may be substituted to act as Escrow
Agent under this Agreement. Such substitution shall not be 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 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 fully prepaid, unless an earlier resignation date and the appointment of a successor Escrow Agent
has been approved by Lessee and Lessor.
5.03 The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent
under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder.
5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business or any
corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a
party, ipso facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its predecessor, without
the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the
contrary.
Section 6. Administrative Provisions.
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 This Agreement shall be construed and governed in accordance with the laws of the State of Illinois.
6.03 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition,
and shall not invalidate the remainder of this Agreement.
6.04 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 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 filed with the Escrow Agent.
6.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same Agreement.
6.06 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder.
Section 7. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of
execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2"), and
the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer
instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 2. The
undersigned is authorized to certify that the signatories on Schedule 2 are authorized signatories. The persons and telephone numbers
for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the
beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the
Lessee or Lessor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply
any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary
bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.
WS-436 Page 4 of 8
Section 8. Escrow Agent Fees. $750.00 ("Acceptance Fee°). As compensation for Escrow Agent's services hereunder,
Lessee agrees to pay Escrow Agent the above Acceptance Fee; provided, that Escrow Agent will waive the Acceptance Fee so long as
the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent and/or any
JPMorgan Fund. If the Acceptance Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said Acceptance
Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Acceptance Fee at any
time. In addition, Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary
fees and expenses for performing its obligations hereunder (including, but not limited to, attorney's fees and expenses) and to pay all
other amounts expressly due and payable to Escrow Agent hereunder.
Section 9. Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in
writing and be given in person, by facsimile transmission, courier delivery service or by mail, and shall become effective (a) on delivery
if given in person, (b) on the date of delivery if sent by facsimile or by courier delivery service, or (c) three business days after being
deposited in the mail, with proper postage for first-class registered or certified mail, prepaid.
Notices shall be addressed as follows:
(i) if to the Lessee:
City of Denton
215 EAST MCKINNEY STREET
DENTON, TX 76201
Attention`'
Fax Number:
E:
(ii) if to the Lessor :
CHASE EQUIPMENT LEASING INC.
1111 Polaris Parkway, Suite A-3
Columbus, Ohio 43240
Attention: ESCROW CLERK
Fax Number: 866-276-4068
(iii) if to the Escrow Agent
JPMorgan Chase Bank, N.A.
420 W. Van Buren, Mail Code IL1-0113
Chicago, IL 60606
Attention: Kevin Binninger, Worldwide Security Services
Fax Number: 312-954-0430
Section 10. Force Majuere. Notwithstanding any other provision of this Agreement, the Escrow Agent shall not be obligated
to perform any obligation hereunder and shall not incur any liability for the nonperformance or breach of any obligation hereunder to the
extent that the Escrow Agent is delayed in performing, unable to perform or breaches such obligation because of acts of God, war,
terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control.
Section 11. Important Information About Procedures For Opening A New Account. To help the government fight the
funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. When an account is opened, Escrow Agent will ask for information that
will allow it to identify relevant parties.
(The next page is the signature page.)
W S-436 Page 5 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
JPMORGAN CHASE BANK. N.A., as escrow agent
("Escrow Agent")
By:
Title:
CHASE EQUIPMENT LEASING INC.
("Lessor")
By:
Title
City o Denton
("Lesse
By
Title: w .
Attachments: Schedule 1 (investment Authorization)
Schedule 2 (Nameltelephone # of call-back person(s) designated by Section 7 above)
WS-436 Page 6 of 8
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
10, Under Internal Revenue Code section 149(e) OMB No. 1545-0720
(Rev. November 20 0- See separate Instructions.
Department of the Treasury ry
Internal Revenue Service Caution: If the issue price is under $700,000, use Form 8038-GC.
■&UM Keporunq Autnorlty If Amended Return. check here ► F-)
1
Issuer's name
2 Issuer's employer identification number
CITY OF DENTON, TX
75 : 6000514
3
Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number
215 MCKINNEY ST.
3 G 2009 LP1
5
City, town, or post office, state, and ZIP code
6 Date of issue
DENTON, TX 76201
02/13/2009
7
Name of issue
8 CUSIP number
MLPA #1000133361
9
Name and tide of officer or legal representative whom the IRS may call for more information
10 Telephone number of officer or legal representative
OPERATIONS TEAM LEAD
( 800 ) 678-2601
e ul Issue tcnectt a ncaole Doxtes) ana enter the issue rice) See instructions and attach schedule
11
❑ Education . . . . . . . . . . . . . .
11
12
❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . .
12
13
❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . .
13
14
❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . .
14
15
❑ Environment (including sewage bonds) . . . . . . . . . . . . . . .
15
16
❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . .
16
17
❑ Utilities . .
17
18
0 Other. Describe ► VAR. HEAVY DUTY EQUIPMENT AND VEHICLES
18
2,369,488.00
19
If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑
20
If obligations are in the form of a lease or installment sate rhprk hny ► DI
■1aion■ UescrlD11on Or U10noatlons. Comnlete Mr the antirp isctta fnr tnrhir-h thic form is hoinn fl-i
(a) Final maturity date
(b) Issue price
(c) price at a maturity redemption
aver average maturity
(e) Yield
21 02/13/2014
$ 2,369,488.00
$ N/A
5.0 ears
3.8400 %
u tpub ul r-roceeas of tsona issue tlnciuatn unaerwriters' discount)
22
Proceeds used for accrued interest . . . . . . .
22
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
, . .
23
2,369,488.00
24
Proceeds used for bond issuance costs (including underwriters' discount)
24
25
Proceeds used for credit enhancement . . . . . . . . . .
25
26
Proceeds allocated to reasonably required reserve or replacement fund
26
27
Proceeds used to currently refund prior issues . . . . .
27
28
Proceeds used to advance refund prior issues . . . . .
28
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . .
.
29
30
Nonrefundin proceeds of the issue (subtract line 29 from line 23 and enter amount here)
.
30
2,369,488.00
Description of Refunded Bonds (Complete this art only for refunding
bonds.)
31
32
33
34
Enter the remaining weighted average maturity of the bonds to be currently refunded .
Enter the remaining weighted average maturity of the bonds to be advance refunded .
Enter the last date on which the refunded bonds will be called . . . . . . . . .
Enter the date(s) the refunded bonds were issued ►
. . ► 0 years
. . ► 0 years
. . ► N/A
N/A
Ldul yV miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . - 35 N/A
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a N/A
b Enter the final maturity date of the guaranteed investment contract ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a N/A
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue ► N/A
38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box . . . ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . lo- El
40 If the issuer has identified a hedge, check box ► ❑
. . . . . . . . . . . . . . . . . . . . . . .
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and they are w co t, and complete.
Sign t~
Here
Signature of issuer's authorized representative Date ype or~ print name Ad due r
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000)
LEASE SCHEDULE NO. 1000133361
Dated As Of 02/13/2009
This Lease Schedule, together with 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 April 22, 2004.
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: See Attached Schedule Al.
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 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 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 only for the purpose of performing its governmental or proprietary functions
consistent with the permissible scope of its authority. Lessee currently intends for the full 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 (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:
City of Denton
Title:
215 East McKinney Street
Denton, TX 76201
LESSOR:
CHASE EQUIPMENT LEASING INC.,
formerly known as Banc One Leasing Corporation
By:
Title:
1111 Polaris Parkway, Suite A3
Columbus, Ohio 43240
MLDS.DOC PAGE 1 OF 1
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000133361 Dated 02/13/2009
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location: 215 East McKinney Street
Denton. TX 76201
Equipment Description: Various heavy duty equipment more fully described as:
Equipment uant. Purchase Price Total (approx.)
Side Load Refuse Truck
1 each
$105,808
$105,808
Front Load Refuse Truck
3 each
$101,902
$305,706
Body
Front Load Refuse Truck
4 each
$123,170
$492,680
Chassis
Front Load Refuse Truck
1 each
$233,152
$233,152
With Scales
14 Yd Dump Truck
3 each
$ 106,892
$320,676
Backhoe Tractor
1 each
$ 73,073
$ 73,073
Skid Loader
1 each
$ 38,392
$ 38,392
Landfill Compactor
1 each
$ 800,000
$800,001
Expected Equipment Purchase Price $2,369,488.00
Minus Lessee Down Payment/Trade-in $0.00
Net Amount Financed $2,369.488.00
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
City of Denton
(Lessee)
C
Dy.
Title:
CHASE EQUIPMENT LEASING INC.
(Lessor)
By: _
Title:
L
LIMITED WAIVER OF SOVEREIGN IMMUNITY SCHEDULE AMENDMENT
Dated As Of 02/13/2009
Lease Schedule No. 1000133361
Lessee: City of Denton
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease Purchase Agreement ("Master
Lease") identified in the Schedule, which are by and between CHASE EQUIPMENT LEASING INC. ("Lessor") and the above
lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master
Lease relates to the Schedule. This Schedule Amendment amends and supplements the terms and conditions of the Lease.
Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely
for purposes of the Schedule, Lessor and Lessee agree as follows:
1. Limited Waiver of Sovereign Immunity by Lessee. Lessee hereby waives sovereign immunity to suit, and any
defense based upon its sovereign immunity from suit, for purposes of adjudicating any claim made or to be made by Lessor for
breach of or default under the Lease. The foregoing waiver:
(a) is a limited waiver of sovereign immunity as to the foregoing matters only;
(b) does not extend beyond the foregoing matters, either in scope or duration; and
(c) does not include the following: (i) a waiver of any limitation on damages available to Lessee under applicable laws
of the State of Texas ("State"); (ii) a waiver of sovereign immunity to suit in federal court to the extent available to
Lessee under applicable laws of the State; or (iii) a waiver of sovereign immunity to suit for a cause of action for a
negligent or intentional tort to the extent available to Lessee under applicable laws of the State.
.2. Waiver of Consequential and Exemplary Damages by Lessor. Except as expressly stated in the remedies set forth
in Section 20 of the Master Lease, Lessor agrees that Lessee not shall be liable to Lessor for any indirect, consequential,
exemplary, punitive or special damages for any reason whatsoever.
3. General. Except as expressly amended or supplemented by this Amendment and other instruments signed by
Lessor and Lessee, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
Ci of Denton
(Less
Title:
CHASE EQUIPMENT LEASING INC.
(Lessor)
By:
Title:
(Denton, City of-waiver schedule amdt)
LEASE SCHEDULE ADDENDUM
(Self Insurance)
Lessee: City of Denton
Lease Schedule No. 1000133361
Reference is made to the above Lease Schedule as amended ('Schedule") and to the Master Lease-Purchase Agreement
identified therein as amended ("Master Lease"), both of which are by and between Chase Equipment Leasing Inc. ("Lessor") and the above
lessee ("Lessee"). In this Addendum: "Lease" means the Schedule and the Master Lease to the extent that it relates to the Schedule; and
"Equipment" means the property described in the Schedule. This Addendum amends and modifies the terms and conditions of the Lease
and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree
to amend the Lease as follows:
1. CASUALTY LOSS. Notwithstanding anything to the contrary in Section 14 of the Master Lease, Lessor agrees that Lessee may
self-insure against risk of casualty loss of or physical damage to the Equipment; provided, that upon written notice from Lessor to Lessee,
Lessee agrees to secure and maintain commercial insurance against such risks to the Equipment as otherwise required by the Master
Lease if an event of default has occurred and is continuing under the Master Lease.
2. THIRD PARTY LIABILITY. Notwithstanding anything to the contrary in Section 14 of the Master Lease, Lessor agrees that
Lessee may self-insure against risk of injuries to persons and damage to property of others relating in any way to any Equipment; provided,
that upon written notice from Lessor to Lessee, Lessee agrees to secure and maintain commercial insurance against such risks as
otherwise required by the Master Lease if an event of default has occurred and is continuing under the Master Lease.
3. COMPLIANCE WITH LAW; ACTUARIALLY SOUND BASIS. Lessee agrees that its self insurance arrangements as described
herein shall comply with applicable State law related thereto or, if there is no State law applicable to such self insurance arrangements, then
Lessee's self insurance arrangements shall be maintained on an actuarially sound basis.
4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor and Lessee, the Lease
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above.
City nton CHASE EQUIPMENT LEASING INC.
(Lessee (Lessor)
BY: a By:
Title: Title:
WS-435 Page 1 of 1
VEHICLE SCHEDULE ADDENDUM
Lease Schedule No. 1000133361
Lessee: City of Denton
Dated 02/13/2009
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Schedule ("Master
Lease") by and between Chase Equipment Leasing Inc.("Lessor") and the above lessee ("Lessee"). This Addendum amends and modifies
the terms and conditions of the Schedule and is hereby made a part of the Schedule. 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 the Schedule, Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following
provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security
interest in such unit of Equipment;
(b) the public liability insurance required by the terms of clauses (b) of Section 14.1 of the Master Lease shall be in an amount not less
than $ 1,000,000.00 combined single limit per unit per occurrence. Physical damage should not be less than the replacement
cost coverage for the equipment identified on the Schedule A-1.
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and
such drivers shall be agents of Lessee and shall not be agents of Lessor, and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State lawwith Lessor
noted as lienholder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule 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.
City enton
(Lease
B
i
Title: Vl`
Q
~
t~
Dated 02/13/2009
CHASE EQUIPMENT LEASING INC.
(Lessor)
By:
Title:
WS-407 Page 1 of 1
RESOLUTION AND
DECLARATION OF OFFICIAL INTENT
Lessee: City of Denton
Principal Amount Expected To Be Financed: $ 2,369,488.00
WHEREAS, the above Lessee is a political subdivision of the State in which Lessee is located (the "State") 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 Lessee ("Governing Body") is authorized to acquire, dispose of and
encumber real and personal property, including, without limitation, rights and interests in property, leases and easements necessaryto the
functions or operations of the Lessee.
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 ("Principal Amount") for the purpose of acquiring the property
generally described below ("Property") and to be described more specifically in the Equipment Leases is appropriate and necessary to the
functions and operations of the Lessee.
Brief Description Of Property: See Attached Schedule A-1
WHEREAS, Chase Equipment Leasing Inc. ("Lessor") is expected to act as the lessor under the Equipment Leases
WHEREAS, the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the
Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not expected to exceed the Principal
Amount.
WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on working capital
and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase
Proceeds.
NOW, THEREFORE, Be It Resolved by the Governing Body of the Lessee:
Section 1. Either one of the (insert title) OR the (insert title)
(each an "Authorized Representative") acting on behalf of the Lessee 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 Lessee. Each Authorized
Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other
documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized
Representative deems 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 specifically
identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Equipment
Leases on behalf of the Lessee.
Section 3. The aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest
as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the Lessee as set
forth therein.
Section 4. The Lessee's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing
Body as set forth in each Equipment Lease and the Lessee's obligations under the Equipment Leases shall not constitute a
general obligations of the Lessee or indebtedness under the Constitution or laws of the State.
Section 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection with the Property
prior to the receipt of the Lease Purchase Proceeds for the Property. The Governing Body of Lessee hereby declares the
Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This section of the
Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of
Section 1.150-2 of Treasury Regulations. This section of the Resolution does not bind the Lessee to make any expenditure,
incur any indebtedness, or proceed with the purchase of the Property.
Section 6. This Resolution shall take effect immediately upon its adoption and approval.
WS-403 Page 1 of 2
ADOPTED AND APPROVED on this
The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official
records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a
meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date
stated below.
Signature of Secretary/Clerk of Lessee
Print Name:
Official Title:
Date:
W S-403 Page 2 of 2