Loading...
R-45-04 06/28/2004RESOLUTION R c(U • © Li RESOLUTION AUTHORIZING THE VILLAGE ADMINISTRATOR TO ENTER INTO A LEASE AND OPTION AGREEMENT WITH DAIMLER CHRYSLER SERVICES NORTH AMERICA, LLC WHEREAS, during the budget process it was determined that there were benefits to entering into a lease and option agreement for building department vehicles; and WHEREAS, the Village has received a lease option agreement for two 2004 Dodge Durango ST. NOW, THEREFORE, BE IT RESOLVED by the CORPORATE AUTHORITIES, OF THE VILLAGE OF LEMONT, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: AUTHORIZATION: The Village Administrator is hereby authorized and directed to execute an agreement with DaimlerChrysler Services North America, LLC in the form attached hereto and incorporated herein as Exhibit A. SECTION 2: CONFLICTS: All prior Resolutions and Resolutions, or parts thereof in conflict or inconsistent with this Resolution are hereby expressly repealed only to the extent of such conflict or inconsistency. SECTION 3: REPEALER: All Resolutions or parts of Resolutions in conflict with any of the provisions of this Resolution shall be, and the same are hereby repealed. SECTION 4: This Resolution shall be in full force and effect from and after its passage, approval, and publication in pamphlet form, as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, WILL AND DU PAGE COUNTIES ILLINOIS on this Day of , 2004 Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio Attest_: AYES NAYS PASSED ABSENT V ti(/ OHN F. PIAZZ , Vill g President CHARLENE SMOL EN, Village Clerk RESOLUTIONS OF GOVERNING BODY AND INCUMBENCY CERTIFICATE !/ (LEASE- PURCHASE AGREEMENT) ( &o S/h.D /[e,) HEREBY CERTIFY as follows: I am the duly elected or appointed and acting Secretary /Clerk of and official custodian of certain records of Village of Lemont ("Lessee "), a political subdivision or agency duly organized and existing under the Laws of the State of Illinois. 2. That the following is a true and accurate transcript of resolutions duly adopted at a meeting of the governing body of Lessee held on at which meeting there was present and acting throughout a quorum authorized to transact the business hereinafter described and that said resolution has not been amended or revoked and is in full force and effect: WHEREAS, the governing body of the Lessee has determined that a true and very real need exists for the acquisition of the equipment described in the Lease Agreement presented to this meeting; and WHEREAS, the governing body of the Lessee has taken necessary steps, including any legal bidding requirements, to arrange for the acquisition of such equipment. RESOLVED, that the Lessee enter into a Lease Agreement to be assigned to DaimlerChrysler Services North America, LLC, in substantially the form presented to this meeting, and that the representatives of the Lessee whose names and signatures are set forth below, and each of them, hereby are authorized: (a) to execute and deliver said Lease Agreement in the name and on behalf of the Lessee, either in the form presented to this meeting or with such changes therein as the representative of Lessee executing the same may approve, his or her approval and authority to be conclusively evidenced by his or her execution thereof, such execution to be valid and binding on the Lessee with or without the seal of the Lessee; (b) to carry out the obligations and enforce the rights of the Lessee under said Lease Agreement; (c) to execute and deliver in the name and on behalf of the Lessee such other documents as may be requested or required by DaimlerChrysler Services North America, LLC in connection with said Lease Agreement; (d) to exercise any renewal, purchase, or other option of the Lessee under said Lease Agreement, and (e) to take all other action deemed by them necessary or advisable in connection with the foregoing. RESOLVED, that any actions previously taken by any representative of the Lessee identified below in connection with said Lease Agreement are hereby ratified and approved in all respects. 3. That the persons listed below are duly authorized representatives of the Lessee in the capacity set forth opposite their names and that their signatures are true and correct and, as of the date hereof, have proper authority to execute and deliver the above- referenced Lease Agreement and any documents required in connection therewith, and shall continue to have such authority until the Lessee notifies DaimlerChrysler Services North America, LLC otherwise. Name Title(s) Sample Signature IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Lessee on (SEAL) FF1052 F &I Pm MLR 1.1 (12/01/01) 06/09/2004 Secretary / Clerk DaimlerChrysler Services Commercial Vehicles MUNICIPAL LEASE DOCUMENT CHECKLIST Customer Name: Village of Lemont ❑ Need Executed Lease Agreement ❑ Need Executed Resolution Original Credit Application ❑ Need Factory Invoice and Additional Equipment Invoices ❑ Need Dealer Invoice and Sales Contract ❑ Need Insurance Certificate listing DaimlerChrysler Services North America LLC as Loss Payee and Additional Insured (with the following address: P.O. Box 55329, Stockton, CA 95205 -9095) Copy of MSO and Title Application listing DaimlerChrysler Services North America LLC as Lienholder (with the following address: 1011 Warrenville Road, Suite 600, Lisle, IL 60532) ❑ Need Advance Payment, if applicable ❑ Need 8038 -G or 8038 -GC Form ❑ N/A UCC Filing and Fees, if applicable ❑ N/A Opinion of Lessee's Counsel ❑ Need Amortization Schedule TNr1.1772 (10/14/03) Page 1 of 1 DaimlerChrysler Services . Truck Finance MUNICIPAL LEASE AGREEMENT LESSOR - LESSEE Lessor's Name: Thomas Dodge of Orland Park, Inc. Street Address: 15941 S. 94th Avenue City: Orland Park State:IL Zip: 60462 Lessee's Name: Village of Lemont Street Address: 418 Main Street City: Lemont State: IL Zip: 60439 This Lease Agreement (hereinafter "Lease ") is entered into on the 16th day of June, 2004, by and between the Lessor named above (hereinafter "Lessor ") and the Lessee named above (hereinafter "Lessee "). EQUIPMENT. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the equipment described in each Schedule A now or hereafter executed pursuant to this Lease (hereinafter "Schedule" or "Schedules "), together with any attachments, accessories, additions, modifications, improvements, replacement, restorations and repairs now or hereafter made to, incorporated in or attached to said equipment (hereinafter "Equipment "). It is hereby agreed that additional Equipment may be leased hereunder by the execution of additional Schedules by Lessor and Lessee. Each such Schedule, when so executed, shall constitute a separate Lease of the Equipment described therein and shall be considered a reaffirmation by Lessee that the Equipment subject to such Schedule is essential to Lessee's proper, efficient and economic operation. Except as specifically modified in any Schedule, all of the terms and conditions of this Lease shall govern the rights and obligations of Lessee and Lessor with respect to the Equipment described in the Schedules. Whenever reference is made herein to "this Lease" or "the Lease ", it shall be deemed to include all Schedules now or hereafter executed under this Lease. 2. TERM; NON - APPROPRIATION OF FUNDS; NON - SUBSTITUTION. This Lease shall commence on the delivery date stated on the applicable Schedule and, except as otherwise provided herein, shall continue until all rental payments have been made and all of Lessee's obligations have been performed. Notwithstanding anything to the contrary contained in this Lease, in the event no funds or insufficient funds are appropriated and budgeted or funds are otherwise unavailable by any means whatsoever in any fiscal period for rental payments due under this Lease, Lessee shall promptly notify Lessor in writing of such occurrence at least ninety (90) days prior to the commencement of such fiscal period, and this Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made without penalty or expense to Lessee, except as to (a) rental payments or any portion thereof for which funds shall have been appropriated and budgeted or are otherwise available, and (b) Lessee's other obligations and liabilities under this Lease relating to, or accruing or arising prior to, such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor on or before the effective date of such termination in the manner set forth in Section 15 below and agrees that Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees: (a) that it will not cancel this Lease and this Lease shall not terminate under this Section 2 if any funds are appropriated to Lessee, or by Lessee, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period, and (b) that it will not during the term of this Lease give priority in the application TFFF1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 1 of 8 DaimlerChrysler Services Truck Finance MUNICIPAL LEASE AGREEMENT of funds to any other equipment performing functions similar to the Equipment. This Section 2 shall not be construed so as to permit Lessee to terminate this Lease in order to purchase, lease, rent or otherwise acquire the use of any other equipment performing functions similar to the Equipment. 3. RENTAL. Lessee agrees to pay Lessor rental payments (including the interest portion thereof) in an amount and for the term indicated in the Schedule(s), except as otherwise provided in this Lease. The first payment shall be due on the date stated in the Schedule(s). Except as specifically provided in Section 2 above, the obligation of Lessee to make the rental payments and perform all of its other obligations under this Lease will be absolute and unconditional in all events and will not be subject to any setoff, defense, counterclaim or recoupment for any reason whatsoever including, without limitation, any failure of the Equipment to be delivered, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all rental payments during the term of this Lease and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the rental payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved. It is Lessee's intent to make rental payments for the full term of this Lease if funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient and economic operation. Lessor and Lessee understand and intend that the obligation of Lessee to pay rental payments hereunder shall constitute a current expense of Lessee payable solely from legally - available funds and shall in no way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 4. LATE CHARGE; DISHONORED CHECKS. In the event Lessee fails to pay in full any rental payment, or any other sum required to be paid hereunder by Lessee, within ten (10) days of its due date, Lessor may, without declaring Lessee to be in default, charge Lessee an amount equal to five percent (5 %) of such past due amounts or the maximum allowed by applicable state law. In addition, Lessor may collect from Lessee a fee for dishonored checks. Such fee shall not exceed $35 or the maximum amount permitted by applicable law. The imposition of any charge by Lessor shall in no way alter Lessor's right to additionally or subsequently declare Lessee to be in default or to exercise any of its remedies under this Lease. 5. FEES AND TAXES. Lessee agrees to pay when due all fees, sales and use taxes, duties, assessments, highway use taxes, or other taxes and charges, however designated, now or hereafter levied or based upon the purchase, rental, ownership, use, possession, leasing, operation, control, maintenance or sale of the Equipment, whether or not paid or payable by Lessor (excluding Lessor's franchise and business and occupation taxes), and shall supply Lessor with proof of payment upon written demand therefor by Lessor. 6. INSURANCE. With respect to the Equipment, Lessee shall provide and maintain, at its own expense, public liability insurance for bodily injury or death and property damage insurance with an aggregate limits in amounts acceptable to Lessor in its sole judgment. Lessee shall also provide and maintain, at its own expense, collision and upset insurance with a deductible acceptable to Lessor in its sole judgment, and fire, theft and combined additional insurance with a deductible acceptable to Lessor in its sole judgment. All insurance required herein shall protect Lessor and Lessee as their interests may appear. All insurance required to be provided by Lessee shall designate Lessor as an additional insured and loss payee and shall, by the terms of the policies or appropriate endorsements thereto: (a) be primary to, and in no respect excess or contributory to or contingent upon, any liability insurance provided by Lessor; (b) waive any right of subrogation against Lessor; (c) provide that all liability insurance shall first be applied against any claim against Lessor; (d) provide that all insurance proceeds are to be paid directly to Lessor in respect of any damage to the Equipment; and (e) provide that coverage may not be changed, altered or canceled by the issuing insurance company without twenty (20) days prior written notice to Lessor. 1H- 1.1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 2 of 8 DaimlerChrysler Services Truck Finance MUNICIPAL LEASE AGREEMENT All insurance required herein to be provided by Lessee shall be placed with an insurance company acceptable to and approved by Lessor. Lessor shall be provided with certificates of insurance (or other documentation acceptable to Lessor) evidencing the insurance coverage required herein and establishing that such insurance is in effect with respect to the Equipment. With respect to any such insurance, Lessee hereby appoints Lessor, or Lessor's assignee, as Lessee's attorney in fact, with full power: (a) to determine at Lessor's discretion what is a reasonable sum for settlement and/or compromise of claim or suit; (b) to institute suit in Lessee's name, or in Lessor's name, or both, and to add any casts or expenses relating to the suit or claim, including legal fees and expenses, to the balance of Lessee's obligation(s) under the Lease; and (c) to sign in Lessee's name any settlement, draft or check. Lessee agrees that any excess or umbrella liability insurance which it may have in addition to the minimum requirements set forth above shall also include the interest of Lessor, to the extent permitted by law. 7. LESSOR'S RIGHT TO PAY. If Lessee fails to insure the Equipment as required by Section 6 hereof or if Lessee fails to pay and discharge any or all fees, taxes, liens and other charges as required by Section 5 hereof, Lessor, without prejudice to any other rights hereunder, may (but shall not be obligated to) provide such insurance, or may pay and discharge such fees, taxes, liens or other charges, and Lessee agrees to repay said sums to Lessor upon demand. If Lessee fails to repay Lessor within ten (10) days of Lessor's demand for repayment, Lessor may assess a late charge on such amounts in accordance with Section 4 hereof. If such amounts, including late charges, remain unpaid for ten (10) additional days, then Lessee shall also be liable for interest thereon at the default rate of interest set forth in Section 14 of this Lease, or the maximum amount permitted by law. 8. INDEMNIFICATION. To the extent permitted by applicable law: Lessee assumes liability for and agrees to defend, indemnify and hold Lessor harmless from any claim for liability (including, without limitation, claims involving strict liability in tort or product liability), loss, cost, expense or damage of every nature (including, without limitation, fines, forfeitures, penalties, settlements, and attorney's fees) by or to any person and regardless of its basis, which directly or indirectly results from or pertains to the purchase, sale, leasing, manufacture, delivery, ownership, use, possession, operation, condition (including, without limitation, latent or other defects, whether or not discoverable, and patent, trademark and copyright infringement), removal, return or storage of the Equipment or the recovery of claims under insurance policies thereon. LESSEE'S INDEMNITIES AND LIABILITIES SHALL CONTINUE IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS LEASE FOR ANY REASON. Upon request by Lessor, Lessee shall assume the defense of all demands, claims, actions, suits and all other proceedings against Lessor for which indemnity is provided herein and shall allow Lessor to participate in the defense thereof. Lessee shall be subrogated to all rights of Lessor for any matter for which Lessee has assumed obligation hereunder and may not settle such demand, claim or action without Lessor's prior consent. Lessor shall be subrogated to all rights of Lessee for any matter for which Lessor has assumed obligation hereunder and may settle such demand, claim or action without Lessee's prior consent. 9. ASSIGNMENT. All right, title and interest in and to this Lease, as well as to the Equipment, may be assigned at any time by Lessor without Lessee's consent. Upon notice of any assignment by Lessor or its assignee, Lessee shall make all payments coming due hereunder to the assignee without offset, counterclaim or defense of any kind. It is expressly understood that any reference in this Lease to "Lessor" shall be construed to mean Lessor or Lessor's assignee. Lessee shall not assign, transfer or sublet this Lease, the Equipment or Lessee's interest hereunder without Lessor's prior written consent (which may be withheld at Lessor's sole discretion), nor shall Lessee's interest hereunder inure to the benefit of any trustee, receiver, creditor or successor of Lessee or its property, whether or not in bankruptcy, or whether by operation of law or otherwise. 10. OWNERSHIP/TITLE; SECURITY INTEREST. Upon Lessee's acceptance of the Equipment, title thereto shall vest in Lessee subject to Lessor's rights under this Lease; provided, however, that in the event of: (a) termination of this Lease pursuant to Section 2 above; or (b) Lessor sends written notification to Lessee of a default in accordance with Section 14 below; or (c) if Lessee performs all of its obligations hereunder but chooses not to exercise its purchase option under Section 16 below, then title to the TFFF1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 3 of 8 DaimlerChrysler Services Truck Finance MUNICIPAL LEASE AGREEMENT Equipment will immediately and automatically vest in Lessor without any action by Lessee, and Lessee shall immediately surrender possession of the Equipment to Lessor in the manner set forth in Section 15 below. The parties hereto intend and agree that this Lease shall constitute a financing transaction for purposes of the Uniform Commercial Code as enacted in the state in which Lessee is located, as amended and replaced from time to time ( "UCC ") (adopted herein on a contractual basis notwithstanding any provision in the UCC stating that the UCC is inapplicable to governmental entities), irrespective of whether the UCC applies to this Lease. As security for the payment of all rental payments and all other payments due from Lessee hereunder, Lessee hereby grants to Lessor a first priority security interest in the Equipment and all attachments, additions, and substitutions thereto and proceeds (to the fullest extent defined and described in the UCC) thereof (collectively, the "Collateral "). Lessee agrees to promptly execute and deliver to Lessor any and all documents, and to take all other actions, deemed necessary by Lessor to perfect, establish and maintain its security interest in the Collateral. So long as Lessee is not in default under this Lease with regard to any Equipment, then upon the payment in full by Lessee of all of its obligations with respect to any Equipment, including but not limited to the Final Payment thereon and the Purchase Option Fee set forth in Section 16 below, Lessor shall release its security interest on such Equipment (and any other Collateral related thereto) as have been paid in full. With regard to the titling, registration and licensing of the Equipment: (a) the Equipment shall be titled in the name of Lessee and Lessor shall be shown on the certificate of title as the first priority lienholder; (b) the Equipment is and shall at all times remain titled and registered in the state in which Lessee is located; (c) all original title documents shall be forwarded by Lessee to Lessor upon Lessee's receipt thereof; and (d) if, pursuant to the terms of this Lease, title to any Equipment is to be transferred to or vest in Lessor, Lessee shall execute all documents that Lessor may require in order to effect such transfer and vesting. 11. USE, INSPECTION AND ALTERATIONS. Lessee at its sole expense shall have the Equipment serviced in accordance with the manufacturer's approved maintenance schedules, ensure that maintenance records are available for review by Lessor at reasonable time(s) and place(s) and maintain the Equipment in good repair, appearance, functional order, and good lawful operating condition. Lessee shall not: (a) use or permit the use of the Equipment in any unintended, injurious or unlawful manner; (b) subject the Equipment to unusual, extreme or severe operating conditions; (c) change or alter the Equipment without Lessor's prior written consent, except that Lessee shall make such alterations and improvements, at Lessee's expense, as may be required from time to time to meet the requirements of law or of any federal, state or local governmental authority having jurisdiction over the Equipment; (d) use or permit the Equipment to be used for agricultural purposes; (e) sell, sublease or license the Equipment; or (t) grant any security interest in the Equipment (or any other Collateral) to any other person or entity. The Equipment shall be used solely for commercial purposes related to Lessee's proper, efficient and economic operation and does not constitute "consumer goods" under the UCC. To ensure compliance with the foregoing, Lessor shall have the right, at any time, to enter Lessee's premises or elsewhere to inspect the Equipment or to observe its use. All improvements and alterations, other than improvements which can be readily removed without causing damage to the Equipment and without rendering the Equipment unable to comply with law, shall become part of the Equipment. • -- 12. LOSS AND DAMAGE. Lessee hereby assumes the risk of loss, including theft or destruction, and the risk of damage to the Equipment, from any and every cause whatsoever, whether or not such loss is covered by insurance. Loss or damage to the Equipment, or any part thereof, shall not relieve Lessee of any obligation under this Lease. If any item of Equipment is damaged or destroyed in an accident or other occurrence or confiscated by any governmental authority or subjected to any tax lien or is stolen, abandoned or subjected to undue peril, Lessee will notify Lessor within ten (10) days of such occurrence or condition. If any item of Equipment is damaged and is in a condition which Lessor believes may be reasonably repaired, Lessee shall repair the same to good working order. If any item of Equipment is in a condition which Lessor believes is beyond reasonable repair, or with respect to any other occurrence or condition set forth above, Lessor may terminate this Lease with respect to that Equipment immediately. If the Lease is terminated, Lessee's termination liability shall be an amount equal to the next - applicable Final 11+1.1,1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 4 of 8 DaimlerChrysler Services . Truck Finance MUNICIPAL LEASE AGREEMENT Payment set forth on Schedule A, together with all rental payments due but unpaid as of the date of the next - applicable Final Payment, less any proceeds Lessor receives from the insurance provided by Lessee. Lessee expressly understands and agrees that in the event of a total loss, Lessee's insurance policy may not be sufficient to completely satisfy Lessee's indebtedness, and Lessee agrees that in such event Lessee shall be liable for, and shall pay Lessor upon demand therefor, the amount of any such deficiency. 13. SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE; TAX ASSUMPTION. Lessee represents, covenants and warrants as of the date hereof and at all times during the term hereof that: (a) Lessee is a state or a fully constituted political subdivision thereof, or its obligations hereunder constitute obligations issued on behalf of a state or a political subdivision thereof, such that any interest derived under this Lease will qualify for exemption from Federal income taxes under section 103 of the Internal Revenue Code of 1986, as amended from time to time (the "Code "), and that it will do or cause to be done all things necessary to preserve and keep in full force and effect both its existence and this Lease; (b) the execution, delivery and performance by Lessee of this Lease and all documents executed in connection herewith, including but not limited to any Schedule A now or hereafter executed hereunder and any delivery and acceptance certificate required by Lessor (collectively, the "Lease Documents ") have been duly authorized by all necessary action on behalf of Lessee; (c) the Lease Documents each constitute a legal, valid and binding obligation of Lessee enforceable in accordance with their respective terms; (d) no additional governmental orders, permissions, consents, approvals or authorizations are necessary and no registrations or declarations are required to be filed in connection with the execution and delivery of the Lease Documents; (e) the use of the Equipment by Lessee is essential to and will be limited to the performance by Lessee of one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (f) no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any person other than Lessee; (g) no portion of the Equipment will be used by an organization described in section 501(0(3) of the Code; (h) this Lease does not constitute an arbitrage obligation within the meaning of section 148 of the Code and is not federally guaranteed within the meaning of section 149(b) of the Code; and (i) the legal name of Lessee is the name set forth at the beginning of this Lease. Lessee covenants that it will: (a) register this Lease and transfer thereof in accordance with section 149(a) of the Code and the regulations thereunder; (b) not take any action which results, directly or indirectly, in the interest portion of any rental payment not being excludable from Federal gross income pursuant to section 103 of the Code and will take any reasonable action necessary to prevent such result; and (c) execute and file with the Internal Revenue Service either IRS Form 8038 -G or IRS Form 8038 -GC, as applicable. If Lessee breaches the covenants contained in this Section, the interest component of rental payments may become includable in gross income of the owner or owners thereof for federal income tax purposes retroactive to the Dated Date. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each rental payment date thereafter to Lessor, but only from appropriated funds, an Additional Payment determined by Lessor to compensate such owner or owners for the loss of such excludability (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Lessee acknowledges that if any representation, warranty or covenant herein is false or if it takes any action or omits to take any action which causes any such representation, warranty or covenant to be false or to be breached, Lessor, or the affiliate group of which it is a member, may suffer adverse consequences. Accordingly, Lessee agrees that if it breaches any such representation, warranty or covenant or if the same shall be or become false, this Lease shall be deemed to be in default and Lessee shall be liable to Lessor in the manner and for the amounts specified in Section 14 hereof. 14. DEFAULT; LESSOR'S REMEDIES. Time is of the essence in this Lease, and Lessor may declare this Lease to be in default, by sending written notification to Lessee, upon the occurrence of any of the following events: (a) other than resulting from nonappropriation of funds as provided in Section 2 of this Lease, Lessee's failure to pay when due the full amount of any payment required hereunder or under any other loan, retail installment contract or lease with Lessor or any other person or shall default in the performance of any of the obligations or covenants hereunder or thereunder, including, without limitation, rent, taxes, liens, insurance, indemnification, repair or other charge; or (b) the making of any false or misleading statement by Lessee prior to or in connection with this Lease; or (c) Lessee's dissolution, insolvency or other termination of existence; or (d) Lessee's becoming the subject of a petition in bankruptcy, either voluntarily or involuntarily, or making an assignment for the benefit of creditors, or being !FYI-1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 5 of 8 DaimlerChrysler Services • Truck 'Finance MUNICIPAL LEASE AGREEMENT named or subjected to a suit for the appointment of a receiver; or (e) seizure of or levy upon the Equipment by reason of any legal or governmental process directed by or against Lessee; or (t) any bankruptcy, insolvency, termination, or default of any guarantor of Lessee; or (g) Lessor in good faith believes the prospect for performance or payment by Lessee is substantially impaired. Upon Lessor's sending of a notice of default to Lessee, Lessee shall be liable for, and shall pay Lessor upon demand, the sum of the following as liquidated damages: (i) any rental payments or other amounts due and owing as of the time of default; plus (ii) the Final Payment specified in Schedule A in effect prior to the time of default (collectively, the "Default Liability "). In the event of Lessee's default, Lessee agrees that Lessor shall have all of the rights and remedies of a secured party under the UCC and at law and in equity generally. Specifically, Lessor shall have the right to terminate this Lease, with notice to Lessee, upon receipt of which Lessee agrees to assemble and surrender the Equipment and other Collateral to Lessor at such location as Lessor may designate, and agrees that Lessor may enter any premises where the Equipment and other Collateral may be located and take possession of the Equipment and other Collateral, wherever the same may be found, whether on Lessee's premises or elsewhere, in accordance with applicable law. Lessee further agrees that any and all rights or interests Lessee may have in the Equipment and other Collateral shall be extinguished upon Lessee's default. If Lessor obtains possession of the Equipment and other Collateral following Lessee's default, Lessor shall dispose of the Equipment and other Collateral by public or private sale in the wholesale or retail market, and such disposition may be with or without notice to Lessee. Following any such sale, Lessor shall deduct from the Default Liability the amount of any proceeds obtained upon disposition of the Equipment and other Collateral, less any costs or expenses incurred by Lessor in connection with the repossession, storage, restoration and/or disposition of the Equipment and other Collateral and Lessee shall remain liable for any deficiency. Lessee agrees that: (1) Lessor has no obligation to clean -up or otherwise prepare any Equipment or other Collateral for sale; (ii) Lessor may disclaim any warranties of title, fitness or any similar warranties upon the sale of any Equipment or other Collateral; (iii) Lessee waives and agrees not to assert any claims and defenses it may have against Lessor and that are legally waivable; (iv) Lessor may comply with any applicable state or federal law requirements in connection with the Equipment and the other Collateral and the disposition thereof and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Equipment and the other Collateral; (v) ten (10) days prior written notice of any sale of the Equipment and the other Collateral shall be deemed to be reasonable notice of such sale, whether such sale is public, private or a strict foreclosure; (vi) retention of the Equipment and the other Collateral in either full or partial satisfaction of the Default Liability may be made by Lessor, at its election, under and pursuant to the procedures established in the UCC; and (vii) the proceeds of any sale of the Equipment and the other Collateral that is made on a credit basis (or of any re- leasing of the Equipment and the other Collateral) will be applied against the Default Liability only as the installments under such credit sales (or rents under such leases) are actually received by Lessor from the purchaser or new lessee of the Equipment and the other Collateral. Lessor may assess, and Lessee will be liable for, interest on the total amounts Lessee may owe to Lessor from time to time by reason of Lessee's default at the rate of eighteen percent (18 %) per annum, unless a lower rate is required by applicable law, in which case that rate shall apply, both before and after judgment. Lessee understands and agrees that the remedies provided under this Lease in favor of Lessor upon default shall not he exclusive, but shall be cumulative and in addition to any other remedies available to Lessor, whether existing in law, equity or bankruptcy. 15. RETURN OF EQUIPMENT. Upon the termination of this Lease at or prior to maturity, unless Lessee exercises its purchase option under Section 16 below, Lessee will, at Lessee's expense, immediately assemble and deliver the Equipment unencumbered to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear excepted, to such location in the continental United States as Lessor may designate. All transportation and other delivery costs associated therewith shall be borne by Lessee. 16. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there has been no default by Lessee, or an event which could become a default with the passing of time, Lessee shall have the right at any time to purchase and fully acquire the Equipment at any time by paying to Lessor the following: (a) the next - applicable Final Payment set forth on TFFF1730 (05/16/03) F &I Pro - MLANO 1.1 06/09/2004 Page 6 of 8 DaimlerChrysler Services °Truck Finance MUNICIPAL LEASE AGREEMENT Schedule A; plus (b) all rental payments due but unpaid as of the date of the next - applicable Final Payment; plus (c) the sum of One Dollar ($1) as a Purchase Option Fee. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, except that Lessor will warrant that the Equipment is free and clear of any liens created by Lessor. 17. ADDITIONAL SECURITY. To further secure the performance of Lessee's obligations to Lessor, hereunder or otherwise, Lessee hereby grants to Lessor a first security interest in (a) all Equipment purchased by Lessee and financed by DaimlerChrysler Services North America LLC, and (b) all Equipment leased by Lessee from DaimlerChrysler Services North America LLC (Lessee's interest in said leased Equipment being assigned to the full extent of Lessee's interest therein). 18. DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A DESIGN AND CAPACITY SELECTED BY LESSEE AND THAT LESSOR IS NOT THE PRODUCER, MANUFACTURER OR DESIGNER OF THE EQUIPMENT, AND THAT LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS LEASE OR THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE. LESSEE ACCEPTS THE EQUIPMENT "AS IS." LESSOR SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY FOR CONSEQUENTIAL DAMAGES. Lessor agrees, however, to assign to Lessee all of the manufacturer's standard warranties applicable to the Equipment, together with any rights and remedies afforded thereunder, to the extent that the said warranties, rights and remedies are assignable. 19. ENTIRE AGREEMENT; WAIVER. This Lease and the Schedule(s) referred to herein constitute the entire agreement of the parties hereto. No waiver or modification of this Lease or any Schedule shall be effective unless in writing and signed by both parties. No waiver by Lessee of any obligation of Lessee under this Lease shall be deemed a waiver of Lessor's right to subsequent or other full and timely performance. 20. BINDING ON SUCCESSORS AND PERMITTED ASSIGNS. This Lease shall be binding upon and inure to the benefit of any successors and permitted assigns of the parties hereto. 21. COSTS AND ATTORNEY'S FEES. If Lessor employs an agent or other party for purposes of collection or repossession, or refers this Lease to an attorney for purposes of collection, repossession or enforcement of Lessor's interests herein, Lessee agrees to reimburse Lessor upon Lessor's demand for all of Lessor's repossession costs, attorney's fees and expenses of both in -house and outside counsel to the extent permitted by applicable state law. 22. NOTICES. All notices and payments shall be mailed to the respective parties at the addresses set forth above, or such other address as a party may provide to the other party in writing. 23. GOVERNING LAW; JURISDICTION. This Lease shall be deemed to have been made in the state named in Lessee's address hereinabove indicated and shall be interpreted, and the rights and liabilities of the parties determined, by the laws of that state. It is agreed by Lessee and Lessor that all disputes and matters whatsoever arising under, in connection with, or incident to this Lease, shall be litigated, if at all, in and before a court located in the state named in Lessee's address hereinabove indicated, to the exclusion of the courts of any other state or country. LESSEE WAIVES ANY AND ALL RIGHT TO A JURY TRIAL REGARDING ANY DISPUTE ARISING HEREUNDER. 24. SEVERABILITY. If any of the provisions of this Lease are any jurisdiction in which this Lease is sought to be enforced, shall not invalidate the remaining provisions. 25. HEADINGS. Headings at the beginning of each section are when interpreting this Lease. prohibited by or held invalid under applicable laws or regulations of then that provision shall be considered inapplicable and omitted but solely for the convenience of the parties and shall not be considered T1 -.11 -1730 (05/16/03) F &1 Pro - MLANO 1.1 06/09/2004 Page 7 of 8 DaimlerChrysler Services - Truck Finance MUNICIPAL LEASE AGREEMENT BY SIGNING BELOW, LESSEE ACKNOWLEDGES THAT LESSOR'S SIGNATURE ON THIS LEASE WILL HAVE TILE EFFECT OF ASSIGNING ALL RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO TIIIS LEASE AND THE EQUIPMENT TO DAIMLERCLLRYSLER SERVICES NORTH AMERICA LLC, AND THAT LESSEE ACCEPTS THE TERMS AND CONDITIONS OF THIS LEASE. I HAVE RECEIVED AND READ A COMPLETED COPY OF THIS LEASE BEFORE SIGNING BELOW. Lessee: Village f Lemont q( /"� By: s. !/ /YC'ti0'.1) Title: W ( EE adpY1 /,')(Sure 10C BY SIGNING BELOW, LESSOR ACCEPTS THE TERMS AND CONDITIONS OF THIS LEASE AND ASSIGNS ALL RIGHT, TITLE AND INTEREST IN AND TO THIS LEASE AND THE EQUIPMENT TO DAIMLERCIIRYSLER SERVICES NORTII AMERICA LLC PURSUANT TO THE TERMS OF THE EQUIPMENT PURCHASE AND LEASE ASSIGNMENT AGREEMENT BY AND BETWEEN LESSOR AND DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC. Lessor: Thomas Dodge of Orland Park, Inc. By: Title: CERTIFICATION BY LESSEE'S COUNSEL The foregoing Leasereement has b duly authorized and executed and is legal, valid and binding. ATTORNEY FO E: Signature: Name (print): J Name and Address of TF •H1730 (05/16/03) F &I Pro - MLANO 1.1 abJd I oC((aS V!�TL_ -- 17_7 S e &-t` L.. o of T t . £60e 06/09/2004 Page 8 of 8 Daimler6hrysler Services Commercial Veliles SCHEDULE (page 1 of 2) June 16, 2004 Date of Schedule IIIII IIIIIIII1 o This Schedule and Certification of Delivery, Inspection, and Acceptance is executed and delivered under and pursuant to the terms of that certain Lease Agreement dated as of June 16th, 2004 by and between the undersigned Lessor and Lessee. DESCRIPTION OF EQUIPMENT Year and Make Model Serial Number Delivery Date 2004 Dodge Durango ST 1D4HB38N84F218286 6/16/2004 2004 Dodge Durnago ST 1D4HB38N64F218285 6/16/2004 Base Location of Equipment (City, County, State): Lemont, Cook, Illinois Rent - Lessee hereby agrees and promises to make rental payments to Lessor as set forth on page 2 of this Schedule. Certificate of Delivery and Acceptance and Dale of Placement in Service - Lessee hereby certifies to Lessor that on and as of the date described above as "Delivery Date ", the Equipment described herein: (1) is tangible personal property and (2) has been delivered to, is in the possession of, and has been placed in service by Lessee. Verification of Essential Use - Lessee warrants and verifies that the Equipment is essential for the functioning of Lessee and is immediately needed by Lessee. Funds are expected to come from the general fund of Lessee. Governmental Unit to use Equipment: Village of Lemont Specific Use of Equipment: Public Safety Ratification and Affirmation of Other Representations, Warranties and Covenants - Lessee hereby agrees that its warranties and covenants made in the Lease Agreement are approved, ratified, and affirmed in all aspects as of the date of this Lease Schedule and confirms that the representations made in the Lease Agreement are, as of the date of this Lease Schedule, true, accurate, and complete in all respects. Lessor and Lessee hereby characterize this Lease Schedule as a separate Lease with respect to each of the items of Equipment set forth herein. TFFF1062 (01/12104) F &1 Pm Page 1 of 2 DsimlerG,yslei Setvicis Commercial VNN1es SCHEDULE A (page 2 of 2) SCHEDULE OF RENTAL PAYMENTS Amount Funded: $47,530.00 Interest Rate: 3.84% per annum Initial Lease Term: 48 months Commencement Date: 6/16/2004 Lessee agrees to make periodic rental payments to Lessor as set forth on the attached Amortization Schedule. LESSOR AND LESSEE HEREBY ACKNOWLEDGE THAT LESSORS SIGNATURE ON THIS LEASE SCHEDULE SHALL CONSTITUTE AN ASSIGNMENT OF ALL OF LESSOR'S RIGHTS, TITLE, AND INTEREST IN AND TO THIS SCHEDULE AND THE EQUIPMENT TO DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC PURSUANT TO THE TERMS OF THE EQUIPMENT RETAIL FINANCE AGREEMENT BY AND BETWEEN LESSOR AND DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC. Thomas Dodge of Orland Park, Inc. Village of Lemont (LESSOR) / By: By: il/1) lJ "�'I �s5 Title: Title: Il /U-)f i 6 4c1I1)1 /t14S1T(cfl/ TFFFI062 (01/12/04) F &I Pro Page 2 of 2 Village of Lemont Ending Balance N V N O O r I■ ti Co O C0 V m co I's O V M N N _ v- CO N n b N W O a co r to Q) U t N t0 O C N r r dr- r r r ootnco otnN. oc'i.v c0 chime � r CO CO .- OJ CO 0 CO CD CD 3 ▪ ia0 7 0 co to to co E N N N N L N r r r r N • -WO cn o c c 0 0 1.1 E O N CO r V N O he. IN N` 0 O tD N CO m a 0 0/ c tnrn 0 � Q a01 a m co- m H m s d F- :O O O 0 O ?.': :0000 1- ?O o 0 0 N I :` N LA N n N N '3 49 N N - 00 o 0 0 0 i i n i O N N N (V a o���� u_ CC o oco , -C - c ) 0) ICE U) to CO cu 0 CO M CIF N N r N C) V m RESOLUTIONS OF GOVERNING BODY AND INCUMBENCY CERTIFICATE n (LEASE- PURCHASE AGREEMENT) I,�iar (* e. Shift/ /2N HEREBY CERTIFY as follows: 1. I am the duly elected or appointed and acting Secretary /Clerk of and official custodian of certain records of Village of Lemont ( "Lessee "), a political subdivision or agency duly organized and existing under the laws of the State of Illinois. 2. That the following is a true and accurate transcript of resolutions duly adopted at a meeting of the governing body of Lessee held on at which meeting there was present and acting throughout a quorum authorized to transact the business hereinafter described and that said resolution has not been amended or revoked and is in full force and effect: WHEREAS, the governing body of the Lessee has determined that a true and very real need exists for the acquisition of the equipment described in the Lease Agreement presented to this meeting; and WHEREAS, the governing body of the Lessee has taken necessary steps, including any legal bidding requirements, to arrange for the acquisition of such equipment. RESOLVED, that the Lessee enter into a Lease Agreement to be assigned to DaimlerChrysler Services North America, LLC, in substantially the form presented to this meeting, and that the representatives of the Lessee whose names and signatures are set forth below, and each of them, hereby are authorized: (a) to execute and deliver said Lease Agreement in the name and on behalf of the Lessee, either in the form presented to this meeting or with such changes therein as the representative of Lessee executing the same may approve, his or her approval and authority to be conclusively evidenced by his or her execution thereof, such execution to be valid and binding on the Lessee with or without the seal of the Lessee; (b) to carry out the obligations and enforce the rights of the Lessee under said Lease Agreement; (c) to execute and deliver in the name and on behalf of the Lessee such other documents as may be requested or required by DaimlerChrysler Services North America, LLC in connection with said Lease Agreement; (d) to exercise any renewal, purchase, or other option of the Lessee under said Lease Agreement; and (e) to take all other action deemed by them necessary or advisable in connection with the foregoing. RESOLVED, that any actions previously taken by any representative of the Lessee identified below in connection with said Lease Agreement are hereby ratified and approved in all respects. 3. That the persons listed below are duly authorized representatives of the Lessee in the capacity set forth opposite their names and that their signatures are true and correct and, as of the date hereof, have proper authority to execute and deliver the above - referenced Lease Agreement and any documents required in connection therewith, and shall continue to have such authority until the Lessee notifies DaimlerChrysler Services North America, LLC otherwise. Name Title(s) Sample Signature IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Lessee on (* 4 - Secretary / Clerk (SEAL) FF1052 F &I Pro MLR 1.1 (12/01/01) 06/09/2004 Form 8038 -GC (Rev. November 2000) Department of the treasury Internal Revenue Service Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales ► Under Internal Revenue Code section 149(e) Caution: If the issue rice of the issue is $100,000 or more, use Form 8038 -G. p OMB No. 1545 -0720 Part I Reporting Authority Check box if Amended Return ■ • 1 Issuer's name - Village of Lemont 2 Issuer's employer identification number 36 : 6005968 3 Number and street (or P.O. box it mail is not delivered to street address) 418 Main Street Room/suite 4 City, town, or post office, state, and ZIP code Lemont, IL 60439 5 Report number 5 6 Name and title of officer or legal representative whom the IRS may can for more information 7 Telephone number o1 office or legal repesentative ( 630 ) 493 -4672 Part II Description of Obligations Check if reporting: a single issue ❑ or on a consolidated basis ❑ . 8a Issue price of obligation(s) (see instructions) b Issue date (single issue) or calendar year (consolidated) (see instructions) • 9 Amount of the reported obligation(s) on line 8a: a Used to refund prior issue(s) b Representing a loan from the proceeds of another tax - exempt obligation (e.g., bond bank) 10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(1lI) (small issuer exception), check this box • ❑ 11 If any obligation is in the form of a lease or installment sale, check this box • ❑ 12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this 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 belief. they are true, correct, and complete. 8a $47,530.00 a 9b Sign Here tIssuers audio, 6 , y c . yttat/t�� VIL, 1t s g A )1srt -ice d representative Date ' T Type or print name and title General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 8038 -GC is used by the issuers of tax - exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers of tax - exempt governmental obligations with issue prices of less than $100,000 must file Form 8038 -GC. Issuers of a tax - exempt governmental obligation with an issue price of $100,000 or more must file Form 8038 -G, Information Return for Tax - Exempt Governmental Obligations. Filing a separate return. Issuers have the option to file a separate Form 8038 -GC for any tax - exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax - exempt bond used to finance construction expenditures must file a separate Form 8038 -GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate (see the line 12 instructions). Filing a consolidated return. For all tax- exempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Form 8038 -GC, an issuer must file a consolidated information return including all such issues issued within the calendar year. Thus, an issuer may file a separate Form 8038 -GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038 -GC. However, a separate Form 8038 -GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. When To File To file a separate return, file Form 8038 -GC on or before the 15th day of the second calendar month after the close of the calendar quarter in which the issue is issued. To file a consolidated return, file Form 8038 -GC on or before February 15th of the calendar year following the year in which the issue is issued. Late filing. An issuer may be granted an extension of time to file Form 8038 -GC under Section 3 of Rev. Proc. 88 -10, 1988 -1 C.B. 635, if it is determined that the failure to file on time is not due to willful neglect. Type or print at the top of the form, "This Statement Is Submitted in Accordance with Rev. Proc. 88 -10," Attach to the Form 8038 -GC a letter briefly stating why the form was not submitted to the IRS on time. Also indicate whether the obligation in question is under examination by the IRS. Do not submit copies of any bond documents, leases, or installment sale documents. See Where To File below. Where To File File Form 8038 -GC, and any attachments, with the Internal Revenue Service Center, Ogden. UT 84201. Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the Federal government, use Form 8038 -T, Arbitrage Rebate and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Retum for Tax - Exempt Private Activity Bond Issues. Rounding to Whole Dollars You may show the money items on this retum as whole - dollar amounts. To do so, drop any amount less than 50 cents and increase any amount from 50 to 99 cents to the next higher dollar. Definitions Obligations. This refers to a single tax - exempt governmental obligation if Form 8038 -GC is used for separate reporting or to multiple tax - exempt govemmental obligations if the form is used for consolidated reporting. Tax- exempt obligation. This is a bond, installment purchase agreement, or financial lease. on which the interest is excluded from income under section 103. Tax - exempt governmental obligation. A tax - exempt obligation that is not a private activity bond (see below) is a tax - exempt governmental obligation. This includes a bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part of an issue in which: • More than 10% of the proceeds are to be used for any private activity business use, and Cat. No. 641080 Form 8038 -GC (Rev. 11 -2000) Fdrm 8038 -GC (Rev. 11 -2000) Page 2 • More than 10% of the payment of principal or interest of the issue is either (a) secured by an interest in property to be used for a private business use (or payments for such property) or (b) to be derived from payments for property (or borrowed money) used for a private business use. It also includes a bond, the proceeds of which (a) are to be used to make or finance loans (other than loans described in section 141(c)(2)) to persons other than governmental units and (b) exceeds the lesser of 5% of the proceeds or $5 million. Issue. Generally. obligations are treated as part of the same issue only if they are issued by the same issuer, on the same date, and as part of a single transaction, or a series of related transactions. However, obligations issued during the same calendar year (a) under a loan agreement under which amounts are to be advanced periodically (a "draw -down loan ") or (b) with a term not exceeding 270 days. may be treated as part of the same issue if the obligations are equally and ratably secured under a single indenture or loan agreement and are issued under a common financing arrangement (e.g., under the same official statement periodically updated to reflect changing factual circumstances). Also, for obligations issued under a draw -down loan that meets the requirements of the preceding sentence, obligations issued during different calendar years may be treated as part of the same issue if all of the amounts to be advanced under the draw -down loan are reasonably expected to be advanced within 3 years of the date of issue of the first obligation. Likewise, obligations (other than private activity bonds) issued under a single agreement that is In the form of a lease or installment sale may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Arbitrage rebate. Generally, interest on a state or local bond is not tax exempt unless the issuer of the bond rebates to the United States arbitrage profits earned from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(0. Construction issue. This is an issue of tax - exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds of the issue are to be used for construction expenditures with respect to property to be owned by a governmental unit or a 501(c }(3) organization, and 2. All of the bonds that are part of the issue are qualified 501(c)(3) bonds, bonds that are not private activity bonds. or private activity bonds issued to finance property to be owned by a governmental unit or a 501(c)(3) organization. In lieu of rebating any arbitrage that may be owed to the United States, the issuer of a construction issue may make an irrevocable election to pay a penalty. The penalty is equal to 1'h% of the amount of construction proceeds that do not meet certain spending requirements. See section 148(f)(4)(C) and the Instructions for Form 8038 -T. Specific Instructions In general, a Form 8038 -GC must be completed on the basis of available information and reasonable expectations as of the date the issue is issued. However, forms that are filed on a consolidated basis may be completed on the basis of information readily available to the issuer at the close of the calendar year to which the form relates. supplemented by estimates made in good faith. Part I— Reporting Authority Amended return. If this is an amended Form 8038 -GC, check the amended return box. Complete Part I and only those lines of Form 8038 -GC that are being amended. Do not amend estimated amounts previously reported once the actual amounts are determined. (See the Part II instructions below.) Line 1. The issuer's name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. In the case of a lease or installment sale, the issuer is the lessee or purchaser. Line 2. An issuer that does not have an employer identification number (EIN) should apply for one on Form SS -4, Application for Employer Identification Number. This form may be obtained at Social Security Administration offices or by calling 1- 800 - TAX -FORM. If the EIN has not been received by the due date for Form 8038 -GC, write "Applied for in the space for the EIN. Line 5. After the preprinted 5, enter two self- designated numbers. Number reports consecutively during any calendar year (e.g., 534. 535, etc.). Part II— Description of Obligations Line 8a. The issue price of obligations is generally determined under Regulations section 1.148 -1(b). Thus, when issued for cash, the issue price is the price at which a substantial amount of the obligations are sold to the public. To determine the issue price of an obligation issued for property, see sections 1273 and 1274 and the related regulations. Line 8b. For a single issue, enter the date of issue, generally the date on which the issuer physically exchanges the bonds that are part of the issue for the underwriter's (or other purchasers) funds; for a lease or installment sale, enter the date interest starts to accrue. For issues reported on a consolidated basis, enter the calendar year during which the obligations were issued. Lines 9a and 9b. For line 9a, enter the amount of the proceeds that will be used to pay principal, interest, or call premium on any other issue of bonds, including proceeds that will be used to fund an escrow account for this purpose. Both line 9a and 9b may apply to a particular obligation. For example, report on line 9a and 9b obligations used to refund prior issues which represent loans from the proceeds of another tax - exempt obligation. Line 11. Check this box if property other than cash is exchanged for the obligation, e.g., acquiring a police car, a fire truck, or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a "municipal lease. ") Also check this box if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal. Do not check this box if the proceeds of the obligation are received in the form of cash, even if the term "lease" is used in the title of the issue. Line 12. Check this box if the issue is a construction issue and an irrevocable election to pay a penalty in lieu of arbitrage rebate has been made on or before the date the bonds were issued. The penalty is payable with a Form 8038 -T for each 6 -month period after the date the bonds are issued. Do not make any payment of penalty in lieu of rebate with Form 8038 -GC. See Rev. Proc. 92 -22, 1992 -1 C.B. 736, for rules regarding the "election document." Paperwork Reduction Act Notice We ask for the information on this form to carry out the Intemal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and retum information are confidential, as required by section 6103. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: Learning about the law or the form Preparing the form Copying, assembling, and sending the form to the IRS , , 16 min. If you have comments conceming the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Tax Forms Committee, Western Area Distribution Center, Rancho Cordova, CA 95743 -0001. Do not send the form to this address. Instead, see Where To File on page 1. . 1 hr., 58 min. , , 3 hr., 3 min. DAIMLERCHRYSLER PLEASE RETURN ALL THE REQUIRED ITEMS BY FEDERAL EXPRESS OR COMPARABLE OVERNIGHT SERVICE TO MY ATTENTION AT THE FOLLOWING ADDRESS: ATTN: JAIME DAVIS DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC 1011 WARRENVILLE ROAD, SUITE 600 LISLE, IL 60532 -1357 (800) 659 -4444 Ext. 4672