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R-54-05 Authorizing The Village Administrator To Enter Into A Lease And Option Agreement With Government Leasing CompanyRESOLUTION 8, - `T .0 RESOLUTION AUTHORIZING THE VILLAGE ADMINISTRATOR TO ENTER INTO A LEASE AND OPTION AGREEMENT WITH GOVERNMENT LEASING COMPANY WHEREAS, during the budget process it was determined that there were benefits to entering into a lease and option agreement for police vehicles; and WHEREAS, the Village has received a lease option agreement for Three (3) Dodge Durango 4 x 4 vehicles. 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 Government Leasing Company 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Resolutions and Resolutions, or parts thereof in conflict or inconsistent with this Resolution are hereby expressly repealed only to the extent of such conflict or inconsistency.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or parts of Resolutions in conflict with any of the provisions of this Resolution shall be, and the same are hereby repealed.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 22nd Day of August , 2005 Debby Blatzer Peter Coules Brian Reaves Cliff Miklos Ronald Stapleton Jeanette Virgilio Attest: AYES v r/ NAYS PASSED ABSENT 1 N F. ' I ZZA, Village President CHARLENE SMOLLEN, Village Clerk Lease No.: 13654 Lessee: Village of Lemont, IL LESSEE'S INSTRUCTIONS Required For Municipal Lease and Option Transactions In order to complete the lease transaction described above, the Lessee must complete, sign and retum each of the documents identified (marked or highlighted) and must attach each of the documents identified as documents to be provided by Lessee. Lessee must INITIAL ANY CHANGE ADDITION OR DELETION in any of the documents. Documents not marked are not required for this transaction. DOCUMENTS PROVIDED BY LESSOR (MARKED WITH A RED X OR THAT HAVE BEEN HIGHLIGHTED) THAT MUST BE COMPLETED, SIGNED AND RETURNED BY LESSEE: MUNICIPAL LEASE AND OPTION AGREEMENT: Needs to be signed by duly authorized employee of Lessee and MUST be attested to by Lessee's Clerk, Board Secretary or similar function with appropriate seal applied, or may be notarized. N14PAYMENT SCHEDULE: This is a schedule of payment due dates and amounts. PLEASE SIGN. AMENDMENTS /ADDENDA: Modifications to the Municipal Lease and Option Agreement as a result of statutes /regulations governing Lessee for transactions of this type, or otherwise required by the proposed transaction. r ACCEPTANCE CERTIFICATE: To be signed by highest ranking official at Equipment location and attested to by the person signing the Agreement for Lessee (TWO SIGNATURES ARE REQUIRED). Date when Equipment is accepted must be inserted by Lessee. DEPARTMENT OF THE TREASURY: IRS Form 8038 -GC is required to qualify this Agreement as a tax - exempt transaction. Requires Federal ID (nine -digit number with NO LETTERS). This is not a sales tax exemption number and is only required on transactions involving interest that qualifies as income tax exempt. DOCUMENTS THAT MUST BE PROVIDED BY LESSEE (MARKED WITH A RED X OR THAT HAVE BEEN HIGHLIGHTED): 'iF MINUTES: Shows the necessary approval from (city, state, county, etc.) of the transaction and to encumber funds. PURCHASE ORDER: Issued to Vendor. (Sample Purchase Order enclosed) MUST be written by Lessee, specifying total term of the Agreement (e.g., such as 36 months at $126.00). ADVANCE PAYMENT: Invoice enclosed. Please forward, please make payable to Lessor. BID /BID RESPONSE /AWARD(S): Documents upon which this quote and documentation has been generated. MUNICIPAL CERTIFICATE: Verifies the decision and authority to enter into this Agreement. Please be sure that the person signing the Municipal Lease and Option Agreement also signs ONLY in section 1 of the Certificate and NOT at the bottom. (PLEASE ENCLOSE A COPY OF MINUTES APPROVING AGREEMENT.) LEGAL OPINION: Simplified opinion of counsel. Retype onto the letterhead stationery of the Lessee's attorney. Have the attorney sign and date. xf INSURANCE CERTIFICATE: As required by the Municipal Lease and Option Agreement, please provide a Certificate of Insurance (Acord Form 27 or equivalent), naming Lessor as ADDITIONAL INSURED AND LOSS PAYEE, or letter evidencing self- insurance (if approved by Lessor). l7 FINANCIAL STATEMENTS: As required by the Municipal Lease and Option Agreement, please provide: last two (2) years audited financial statements of Lessee. ljg TITLES: Upon registering & licensing of vehicle (s), forward the original titles to Government Leasing Company. CERTIFICATES OF ORIGIN: Upon receipt of the Certificates of Origin, please make a copy for your file and forward a copy to Lessor. VEHICLE TRANSACTION DOCUMENTATION: Any documentation that relates to the process of acquiring title, if applicable. ODOMETER DISCLOSURE STATEMENT: Please forward odometer disclosure information. WARRANTY INFORMATION: Documentation showing the period of warranty. Upon execution of these documents, please make copies for your records and forward all of the ORIGINAL documents to Government Leasing Company at: Via US Mail: P.O. Box 60519 , Colorado Springs Via express courier: 830 Tenderfoot Hill Road Suite 301, Colorado Springs, CO 80906 , Colorado Springs, CO 80906 (66380.doc— 2/11/03 - 13654) Page 1 of 1 Lease No.: 13654 DETAILED EQUIPMENT DESCRIPTION AMENDMENT MUNICIPAL LEASE AND OPTION AGREEMENT NO. 13654 GOVERNMENT LEASING COMPANY ( "LESSOR ") VILLAGE OF LEMONT ( "LESSEE ") DATED: 8/22/05 The parties to the Agreement identified above have agreed to the following additions, deletions and /or modifications. To the extent that the provisions of this Amendment conflict with, modify, or supplement the terms of the Agreement, the provisions contained in this Amendment shall prevail and control. The other terms and provisions of the Agreement shall continue to be effective. This Amendment shall be a part of the Agreement and is hereby incorporated therein. The description of the Equipment in the Agreement is amended and restated to include the following specifically described equipment: Three (3) 2005 4x4 Dodge Durango Police Vehicles with the following standard equipment: Mechanical wheelbase: 119.2" gvwr: 6600# engine: 4.7L V -8, 235 HP, HD engine cooling trans: 5 speed automatic with cooler transfer case (4WD): electronic AWD -Lock front axle: heavy duty steering: power rack & pinion with cooler wheels: 17x7 steel w/ full covers suspension: HD special w/ dual stabilizers brakes: HD 4 wheel disc w/ anti -lock tires: P245/70R17 BSW on /off road (5) electrical: 160 amp alternator, 750 cca battery fuel tank: 27 gallon rear axle: 3.92 w/ AWD interaxle differential receiver: class IV w/ 7 wire harness roof rack : standard spotlight: driver side 6" Unity flasher: WHELEN 2150A wig -wag with loo power outlets: front and rear Interior and Comfort air conditioning: front glass: deep tint privacy windows: power w /one touch down rear defroster: yes locks: power, keyless and illuminated entry radio: AM/FM compact disc steering column: tilt wheel, speed control, column shift mirrors: dual power heated, 6 x 9 air bags: dual front lights: dual front and other misc flooring: full carpet front seating: cloth buckets rear seating: cloth 40/20/40 fold & tumble bodyside mouldings : standard wipers: interval & rear hatch se lead to driver compartment That certain Dodge Durango with a VIN of 1D4HB38N95F619606 shall include the following additional equipment plus the above standard equipment: Qty Description 1 LED Light Bar 1 Cuda Signal Master 1 Intelliflasher 1 Strobe power supply 4 Corner strobe tubes 1 Tail/reverse light flasher 1 Siren and Lighting Control 1 Siren Speaker (66411.doc — 7128/05 - 13654) 1 Equipment Console Description 1 Prisoner Partition Optix Supervisor 1 Rear Partition Cuda Signal Monitor 1 Night Vision Dome Light Signal Master Control 1 VHF Antenna System Inteiliflasher 1 UHF Antenna System Corner Strobe Tubes 1 800 MHZ Antenna System Preemptive Strobe Power Supply 1 Power Delay Timer Tail / Reverse light flasher 1 Map Light Siren and lighting control Total Cost (Includes Labor & Installation) 1 $30,409.00 That certain Dodge Durango with a VIN of 1D4HB38N75F619605 shall include the following additional equipment plus the above standard equipment: Qty Description 1 1 Optix Supervisor Cuda Signal Monitor 1 Cuda Signal Monitor 1 1 Signal Master Control Comer Strobe Tubes 1 Inteiliflasher 4 Corner Strobe Tubes 1 Preemptive Strobe Power Supply 1 Tail / Reverse light flasher 1 Siren and lighting control 1 Siren speaker 1 Equipment console 1 Rear partition 1 Night vision dome light 1 VHF Antenna System 1 UHF Antenna System 1 800 MHZ antenna system 1 Power delay timer 1 Map light Total Cost (Includes Labor & Installation) $28,720.00 That certain Dodge Durango with a VIN of 1 D4HB38N05F619607 shall include the following additional equipment plus the above standard equipment: Qty Description 1 Optix Supervisor 1 Cuda Signal Monitor 1 Signal Master Control 1 Inteiliflasher 4 Comer Strobe Tubes (66411.doc — 7/28/05 - 13654) 1 Preemptive Strobe Power Supply 1 Tail / Reverse light flasher 1 Siren and lighting control 1 Siren speaker 1 Equipment console 1 Rear partition 1 Night vision dome light 1 VHF Antenna System 1 UHF Antenna System 1 800 MHZ antenna system 1 Power delay timer 1 Map light 1 Cuda LED Red Blue 1 Cuda LED Blue 1 Cuda Red Total Cost (Includes Labor & Installation) $29,745.00 LESSOR: Government Leasing Company By: Date: Thomas Wittwer, President LESSEE: Village of Lemont (for): Police Department By: A /horized Signature Printed Name: ;/' Gary C. Holmes (66411.doc — 7/28/05 - 13654) Date: l� 8/22/05 Title: ?C Village Administrator GOVERNMENT LEASING COMPANY 1- 800 - 822 -8070 Municipal Lease Program Number: -13654 Lessee: Village of Lemont Vendor: Thomas Dodge of Orland Park Equipment: Three (3) Durango 4 x 4 Special Service more thoroughly described in the Equipment Description Amendment to the Agreement. * If an early buy -out is desired, please contact Govemme easing Company at 1 -800- 822 -8070. Accepted by: Printed Name: Title: Date Accepted: Gary C. Holmes Villa Adminiatratnr R/72/05 Village of Lemont 41R Main Rtrppt i.pmnnt Ti. 60439 Payment Schedule Payment # Date Loan Payment Interest Principal 15- Aug -05 88,874.00 1 15- Aug -05 32,492.75 32,492.75 2 15- Aug -06 32,492.75 5,646.42 26,846.33 3 15- Aug -07 32,492.75 2,957.83 29,534.92 ACCEPTANCE CERTIFICATE Madam /Sir: In accordance with the terms of the Municipal Lease and Option Agreement No. 13654, dated 8/22/05 ( "Agreement ") between Government Leasing Company ( "Lessor "), and the undersigned ( "Lessee "), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 1. The Equipment, as such term is defined in the Agreement, is new and has been delivered and installed at the Equipment Location specified in the Agreement and accepted on the date indicated below. 2. Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. No Event of Default, as such term is defined in the Agreement, and no event which, with notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing at the date set forth below. 4. Lessee represents, covenants and warrants, that if requested by Lessor, Lessee will deliver an Opinion of Counsel, to the effect that: (i) Lessee is a fully political subdivision or agency of the State of Illinois, where the Equipment is located; (ii) the execution, delivery and performance by the Lessee of the Agreement have been duly authorized by all necessary action on the part of the Lessee; and, (iii) the Agreement constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms. 5. Lessee agrees that: (1) it will do, or cause to be done, all things necessary to preserve and keep the Agreement in full force and effect; (ii) it has complied with all bidding requirements, where necessary, and by due notification presented the Agreement for approval and adoption as a valid obligation on its part; and (iii) it has sufficient appropriations, or other funds, available to pay all amounts due hereunder for the current fiscal period. General Equipment Description: Three (3) Durango 4 x 4 Special Service more thoroughly described in the Equipment Description Amendment to the Agreement. LESSEE: Village of Lemont (for) Police Department "(Acctual User of Equipment at Equipment location) Attested by: C. va ?,✓4 r.�/ (Sign ef f Agreement) Title: le) Gary C. Holmes, Village Administrator UIPMENT ACCEPTANCE DATE: (66385.doc — 7/30/02 - 13654) Page 1 of 1 MUNICIPAL CERTIFICATE MUNICIPAL LEASE AND OPTION AGREEMENT NO. 13654 GOVERNMENT LEASING COMPANY ( "LESSOR ") VILLAGE OF LEMONT, ( "LESSEE ") DATED: R/22/05 I, the undersigned, the duly appointed, qualifying and acting Clerk or Secretary of the aforementioned Lessee, do hereby certify: 1. Lessee did at a regular or special meeting of the governing body of the Lessee held on August 22 , 200 5 by motion duly made seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the above - referenced Municipal Lease and Option Agreement (the "Agreement ") on its behalf by the following named representative of the Lessee: (OFFICIAL WHO WILL SIGN THE AGREEMENT) Gary C. Holmes Village Administrator (typed /printed name) (official title) (signa 2. A true, correct and complete copy of the minutes of the governing body is attached hereto. 3. The above -named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. 5. All insurance required by the Agreement is currently maintained by the Lessee. 6. Lessee has in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term (as such terms are defined in the Agreement) and such funds have not been expended for other purposes. IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year above written. 1101.0./.20 Clerk's or Secratanis signature} Charlene Smollen me of Board Clerk/$ecretary) 8/22/05 Date (66402.doc — 5/7/02 - 13654) Government Leasing Company (719) 576 - 8800 /Fax: (719) 576 -0370 P.O. Box 60519 Colorado Springs, CO 80960 TO: Village of Lemont Police Department 416 Main Street Lemont, IL 60439 INVOICE FOR PAYMENT Date of Invoice: 7/28/2005 Lease Number: 13654 Purchase Order Number: Equipment Description: Three (3) Durango 4 x 4 Special Service more thoroughly described in the Equipment Description Amendment to the Agreement. Amount Due: $32,492.75 When Payment is Due: UPON ACCEPTANCE OF EQUIPMENT Make Check Payable to: Government Leasing Company P.O. Box 60519 Colorado Springs, CO 80960 Should you have any questions regarding this invoice, please call us at (719) 576 -8800 or send a FAX to 719- 576 -0370. Christopher StoUt Contract Administrator (66389.doc1 — 12/10/01 - 13654) 8038 -GC H:vrrnl:,Y Lon:)) Information Return for Small Tax - Exempt Governmental Bond Issues, Leases, and Installment Sales • Under Internal Revenue Code section 149(e) Caution: II the ir,SUa price of (he issue lo 570(7,000 05 mare, use Form 8038 -17. No.: 13654 ,5(313 No 154; -oezo Part I Reporting Authority 7 ryaell , 0)300,' Village of Lemont___. 3 ,)11))0(.1 n, Slit, Inl 416 Main Street 1 b 4 Cory to Nn 'r In 1111( -,tat 11 ❑1:111 1. 101 (1,1si•r,•,i In Sb rot :n Jr( ,3} nil 51 r 1 Chet* - box - if Amended - Return ■ 2 Issuer's employer identification nllml)el 36- 6005968 I:uirn,r 1■11 Lemont, IL 60439 r- 7 it; lr..o,. 0)110)1 r -Jana and 1.110' of ()Ilk Ni to c,-ti 0).,m e.r11 Iun.:hnml 1111. d.S nay aril I10) 111(3 ft uttorrn.ltior, escn Lion of tt 5 1{o >,r, timelier IV. 1 630 1257 -1590 bllgatio s hen repor mg_ a single Issue I. J or on a Consolidated brlsis 8a Isouu price of obligation(s) (see instructions) 8a 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) I 9a b Representing a loan from the proceeds of another lax- exempt obligation (e.g., bond bank) 9b 10 If the Issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box - ► X; 11 If any obligation Is In the form of a lease or installment sale, check this box ► ?Cr 12 H the issuer has elected to pay a penalty In lieu of arbitrage rebate, check this box ■ ,__� $88,874.00 Sign Here tlnur;r pen;JU0' of I:equry. 1 cIechrr' 1113! 1 11,h/f, rlx.lnuned 111,'5 (011111 0)110 accemponymq xhedule, and ,Iolemortt, and lo Ihv bu'l el mry knn;Avdq, ,11t1 bnhel. 111,:y Ira true. coo ucl. ;uod r_unq,icty - Cary C. Holmes, Administrator ypc or print mime and 1111,1 General Instructions Sr'n ir'rr re terenc0S are to (110 In00(151/ RUVCrIUO Code Ur1IC }S olherwitie (((5(0(1. Purpose of Form Four) 8038 -GC Is used by the issireis of tax - exempt governmental obligations to provide the IRS with the information required by Section 1.19(el and to monitor the requirements of sections 141 thiouch ISO. Who Must File suers 01 1 Ix exempt governmental bbligatient, with 0)505' paces of less than 5100,000 must 1110 Form 8038 -GC. !3511 011, of a lax - exempt governmental obligation with an i53110 price of $100.000 or 111050 111(151 file Form 8038 -G, information Rr3urn, hx lax-Exempt Governmental (,)bligations. Filing a separate return. Issuers hive the option to Ii15 ,I o1pantc Form 8038 -GC for any tux-exempt governmental obligation with an 10,lle price of less than 5100.000. An 14,(1111 0l' a t ix- Cxr'rn[t bond u•od to finance construction Expenditure- must file 3 Scp111td1 Forn1 8038 -GC for each (YAW to qIV( 1101100 to 1010 IRS I113I an (110011011 was (11.1(11 to ply 11 penally 111 lieu of arbitrage rebate (sue 1100 Ilnu 12 inslluclions). Filing a consolidated return. For all lax •exempt governmental obligations with Issue paces of less than 5100,000 that 310 not (eporled 011 0 Separate F0r1l1 0038 -GC, 111 issuer must Ile a c0nsolirlated information return including all such issues issued within lh0 calendai year. 11(15. an Issuer may file a separate f onn 8038 4;0 for cacti of a number of small issues 311(11011011 the remainder of small issues issued during the eaten (131 year on one con5olld3led Forrn 111038 -GC. However, a separate Form 8038 -GO must be filed to give the IRS notice of the election to pay a penally 111 lieu of aroilrage rebate_ When To File To tole a separate return, file Form 8038 -GC on 111 before the 15111 day of the second calendar month after the close of the calendar quarter in V.'Ilich 1110 issue is issued_ To Ito 0 consolidated return, file Form 8038 -GC on or before February 15th el the calendar year following 1110 year in which the issue i5 issued. Late filing. An issuer may be Tailed 0n 0x10111,1011 of time to file Form 8038 -GC under Section 3 of Rev. Proc. 88.10, 1088 -1 0_B_ 835, if 01 is determined that the failure to Isle on time is not 001210 willful neglect typo or print 0)t 1110 top of the torn. 'l his Statement Is Submitted in Accordance with Rev, Proc, 88 -10_" Attach to the Form 8038 -GO a letter briefly 5131111(3 why the Urn woe not submitted to the IRS on nine. Also indicate whether the obligation in question Is under examination by the IRS. Do not submit copies of any bond documents. leases. or In,talrnellt solo documents. Soo Where To File below. Where To File File Form 8038 -GC, and any attachments, with the Internal Revenue Service Cenlnr, Ogden, UT 84201. Other Forms That May Be Required For rebating aroitrage (or paying a penalty in l i1 of arbitrage lobate] to the Federal government, use Forrn 8038 -T, Ai bllr,lgm Rebate and Penalty in Lieu of Arbitrage Rebate. 1 -01 private activity semis, IIS11 Form 8038, tntonnatiun Return for Tax- Lxempt I'1ivate Activity Bond issues. Rounding to Whole Dollars You may 0110•.'! the money items on this 101001 35 whole- c1011:11 31111111115. 16 (lo tio . crop any amount less than 50 cents and 1ncr03'51 any ,1111111110 Iron 50 10 90 cents to the next higher dollar. Definitions Obligations. lhls n:fcrs Ion smy1c tax - exempt govcrnnlonrll obligation if Fenn 8038 -GO 111 used for separate reporting or to multiple tax-exempt governmental obligations if 1110 form is used for consolidated reporting. Tax - exempt obligation. This is a bond, installment purchase agreement, or finam: tut lease_ on which the intere".1 i', excluded from income under section 103 Tax - exempt governmental obligation. A tax - exempt obligation that is not a plivat11 activity bond (see below) is n tax-exempt governmental obligation_ I his Includes ;i bond issued by 51 qualified volunteer fire departmont under section 1 S0(e). Private activity bond. This includes an obligation issued as pan el on iss0.10 in which: • Mole 111an 10% of the ofoceods are to he 10;51(1 for any private activity business u;,�. and Cut. No (i.t 10513 Fowl 8038 —GC (taw 11 nbcl MUNICIPAL LEASE AND OPTION AGREEMENT LESSOR: Government Leasing Company 830 Tenderfoot Hill Road Suite 301 Colorado Springs, CO 80906 (800) 822.8070 (719) 576-8800 LESSEE: Village of Lemont Police Department 416 Main Street Lemont, IL 60439 Attention: Commander Mark Krolik NOTE: Agreement No.: 13654 VENDOR: Thomas Dodge of Orland Park 15941 South 94th Ave. Orland Park, IL 60462 Attention: Mr. Steve Kizaric (630) 257-2229 Fax: (630) 257-5087 (708) 403-8801 Fax: (708) 403-8974 This is an interest income tax - exempt transaction. No TIN/SSN must be provided because none of the payments are I.R.S reportable (such as Form 1099) (See Sections 103, 149, and 6041 of the Internal Revenue Code of 1986, as amended, and the Instructions for Forms 1099, 8038 -G and 8038 -GC.) EQUIPMENT DESCRIPTION (make, model, serial no. and attachments — Equipment is new unless noted) Three (3) Durango 4 x 4 Special Service more thoroughly described in the Equipment Description Amendment to the Agreement. Any additional equipment will be described in any Detailed Equipment Description Amendment that is executed and which refers to this Agreement. Lessor assumes and shall have no no representative of Vendor is authorized the Equipment Description. Lessor or Lessor or assignee. responsibility for performance or maintenance of Equipment. Equipment is to be insured by Lessee. VENDOR IS NOT AN AGENT OF LESSOR and to waive, supplement or otherwise after any provision hereof. Maintenance andlor supplies ARE NOT included in this Agreement unless specified in assignee has a security interest in Equipment and must be notified in writing of any removal or trade -in of Equipment before full payment is made to EQUIPMENT COST — TERM — PAYMENTS LEASE TERM 3 Annual payments (includes interest, see Section 5.02). PAYMENTS $32,492.75 upon acceptance and $32,492.75 annually thereafter as provided in the Payment Schedule. TOTAL AMOUNT FINANCED $88,874.00 — Includes no sales tax, any and all additional taxes will be the sole responsibility of Lessee. PURCHASE OPTION AMOUNT Purchase Option is $1.00 after timely making all payments. THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE FOLLOWING PAGE, WHICH TERMS ARE MADE A PART HEREOF. TERMS AND CONDITIONS Lessor hereby leases the Equipment to Lessee for the following purposes and upon the following terms and conditions: ARTICLE I: COVENANTS OF LESSEE. Lessee represents, covenants and warrants, for the benefit of Lessor and its assignee(s), as follows: A. Lessee is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the Stale as set forth above ( "State ") and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. B. Lessee has been duly authorized to execute, deliver and perform this Agreement under the Constitution and laws of the State and under the terms and provisions of the resolution of its governing body, or by other appropriate official approval. Lessee further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of this Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. If requested, Lessee shall deliver to Lessor an opinion of Lessee's counsel in form acceptable to Lessor. c. During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. D. During the period this Agreement is in force, Lessee will annually provide Lessor or its assignee(s) with current financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue performing its obligations under this Agreement as may be reasonably requested by Lessor or its assignee(s). Lessee further agrees to make its best effort to budget for and have appropriated for each budget and/or appropriation cycle, sufficient funds to make the Lease Purchase Payments throughout the entire Lease Term. E. The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term plus any Renewal Terms. F. The Equipment is, and shall remain during the period this Agreement is in force, personal property and when subject to use by Lessee under this Agreement, will not be or become a fixture under applicable law. G. This Agreement, as written, including all of its Amendments and Addendums, supercedes and replaces any and all representations made by Vendor. H. The Equipment described above is NOT BEING LEASED ON ANY TYPE OR FORM OF A TRIAL OR RENTAL BASIS. I. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986 (the "Code"), including without limitation Sections 103 and 148 thereof, and the applicable regulations of the U.S. Treasury Department in order to maintain the exclusion of the interest components of Lease Purchase Payments from gross income for the purposes of U.S. federal income taxation. J. Lessee will use the proceeds of this Agreement as soon as practicable, and with all reasonable dispatch, for the purpose for which this Agreement has been entered into. No part of the proceeds of this Agreement shall be invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of this Agreement, would have caused any portion of the Agreement to be or become "arbitrage bonds' within the meaning of Section 103(b)(2) or Section 148 of the Code, as amended, and the applicable regulations of the U.S. Treasury Department. K. Lessee hereby designates the Agreement as a "qualified tax - exempt obligation" as defined in Section 265(b)(3) (B) of the Code. The aggregate face amount of all tax- exempt obligations (excluding private activity bonds other than qualified 501(C)(3) bonds) issued, or to be issued, by Lessee and all subordinate entities thereof during the calendar year of commencement or this Agreement (the "Issuanc@ Year") is not reasonably expected to exceed $10,000,000.00 Lessee and all subordinate entities thereof will not issue in excess of $10,000,000.00 of qualified tax - exempt obligations (including this Agreement, but excluding pdvate activity bonds other than qualified 501(c)(3) during the Issuance Year without first obtaining an opinion of nationally recognized counsel in the area of tax - exempt obligations acceptable to Lessor that the designation of this Agreement as a "qualified lax- exempt obligation" will not be adversely affected. [Omit and initial this paragraph if it is not applicable.] L. Lessee represents and warrants that it is a governmental unit, under the laws of the State with general taxing powers, this Agreement is not a private activity bond as defined in Section 141 of the Code, as amended, 95% ar more of the net proceeds of this Agreement will be used for local govemmental activities of Lessee and the aggregate face amount of all tax - exempt obligations (other than private activity bonds) issued, or to be issued, by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.00 Lessee and all subordinate entities thereof will not issue in excess of $5,000,000.00 of tax - exempt bonds (including this Agreement, but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recognized counsel in the area of tax- exempt municipal obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross income for federal tax purposes will not be adversely affected. [Omit and initial this paragraph if it is not applicable.] ARTICLE II: DEFINITIONS. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Municipal Lease and Option Agreement. "Lease Term" means the Original Term defined in Article III hereof and a sufficient number of automatic renewal Terms as will equal the Lease Term set forth on the face of this Agreement. "Lessor" means (i) the entity designated on the face of this Agreement as Lessor hereunder, (ii) any surviving, resulting or transferee corporation, and (iii) except where the context requires otherwise, any assignee(s) of Lessor. "Buy -out After Payment Amount" means the amount of the payments for the balance of the entire Lease Term (assuming no early termination) plus the Purchase Option Amount shown above, if any, discounted to the date of payment at the rate equal to the rate paid on United Stales Treasury obligations have a similar term as of the date of original acceptance of the Equipment by the Lessee, plus payment of any amounts due hereunder but not yet paid, together with interest on such overdue amounts at ten percent (10 %) per annum through the date of payment. "Renewal Term(s)" means the automatic renewal periods of this Agreement, each having a duration of one (1) year co- terminus with Lessee's fiscal year except the last of such periods which shall end on the anniversary of the Commencement Date. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Lease Purchase Payments shall be as provided in the attached Payment Schedule. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment. ARTICLE III: COMMENCEMENT OF LEASE TERM. The Original Term of This Agreement shall commence on the date the Equipment is accepted by Lessee as indicated on the Certificate of Acceptance ( "Commencement Date ") and shall terminate the last day of Lessee's current fiscal year. For the duration of the Lease Term, this Agreement will be automatically renewed at the end of the Original Term and any Renewal Term unless the Lessee gives written notice to Lessor not less than thirty (30) days prior to the end of the Original Term or Renewal Term then in effect of Lessee's intention to terminate this Agreement pursuant to Section 5.05 as the case may be. If Lessee fails to accept the Equipment within a reasonable time after its delivery (not to exceed ten (10) days), then at the option of Lessor, the obligations of Lessor to provide the Equipment to Lessee hereunder may be cancelled and in such event Lessee shall assume all of Lessor's obligations under any purchase order or purchase agreement with the Vendor related to the Equipment in lieu of its obligation to make Lease Purchase Payments. Further, in such case, Lessee agrees to indemnify and hold Lessor harmless from any claims, including demand for payment of the purchase price of the Equipment. ARTICLE IV: INSPECTION. Lessor and any assignee of Lessor's right under this Agreement shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. ARTICLE V: LEASE PURCHASE PAYMENTS. Section 5.01. Lease Purchase Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Purchase Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements 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. Section 5.02 Payment of Lease Purchase Payments. Lessee shall pay Lease Purchase Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in the Payment Schedule attached to this Agreement. A portion of each Lease Purchase Payment is paid as, and represents payment of, interest and principal, respectively. The Payment Schedule sets forth the interest component and principal component of each Payment during the Lease Tenn. Section 5.03 Lease Purchase Payments to be Unconditional. Subject to Section 5.05, the obligation of Lessee to make payment of Lease Purchase Payments and other payments required under this Agreement shall be absolute and unconditional in all events and are intended by the parties to be "net" of taxes and insurance Lessee shall make all such payments when due and shall not withhold any such payments as a result of any disputes arising between or among Lessee and Lessor, any Vendor or any other person, nor shall Lessee have the right to assert any set -off, reduction or deduction, defense, or counterclaim against its obligation to make such payments or be entitled to any abatement of such payments as a result of accident or unforeseen circumstances or any other reason. Section 5.04 Continuation of Lease Term by Lessee. Lessee intends to renew this Agreement through all of the Renewal Terms and to pay all the Lease Purchase Payments hereunder. Lessee reasonably believes that legally available funds of an amount sufficient to make all Lease Purchase Payments during the Original Term and each Renewal Term can be obtained. Lessee further intends to do all things (66361.doc— 7128105 - 13654) Page 1 of 3 lawfully within its power to obtain and maintain funds from which Lease Purchase Payments may be made, including making provision for such payments to the extent necessary in each bi- annual, annual,* otherwise periodic budget submitted and adopted in accordance with applicable provisions of slate and local law, to have such portion of the budget approved and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Section 5.05 Non-appropriation. In the event sufficient funds shall not be appropriated for the payment of the Lease Purchase Payments required to be paid in the next occurring Renewal Term, then Lessee may terminate this Agreement at the end of the Original Term or then current Renewal Term, and Lessee shall not be obligated to make payment of the Lease Purchase Payments provided for in this Agreement beyond the Original Term or the then current Renewal Term. Lessee agrees to deliver proof of non-appropriation including rejection of reviews and appeals and notice to Lessor of such termination at least thirty (30) days prior to the end of the Original Term or the then current Renewal Term. However, failure to deliver such proof of non-appropriation and notice 10 Lessor shall not extend the term of this Agreement beyond the end of the Original Term or the then current Renewal Term. If this Agreement is terminated under this Section 5.05, Lessee agrees, at Lessee's cost and expense, to peaceably deliver the Equipment to Lessor at the location specified by Lessor that is a reasonable distance from the initial location of the leased Equipment. ARTICLE VI: TITLE TO EQUIPMENT; SECURITY INTEREST. Section 6.01 Title to the Equipment. During the term of this Agreement, risk of loss and title to the Equipment and any and all additional, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor under this Agreement. In the event of default as set forth in Section 12.01 or non- appropriation as set forth in Section 5.05, title to the Equipment shall immediately vest in Lessor, and Lessee will, upon Lessor's request, surrender possession of the Equipment to Lessor. Lessee, irrevocably, hereby designates, makes, constitutes and appoints Lessor, its successors and assigns (and any designee) as Lessee's true and lawful attorney (and agent -in -fact) with power of substitution, at such time of default or non - appropriation or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's name, to endorse the name of Lessee upon a Bill of Sale, document, instrument. invoice, freight bill, bill of lading or similar document relating to the Equipment to vest title in Lessor. ils successors or assigns and transfer possession to Lessor. Section 6.02 Security Interest. To secure the payment of all Lessee's obligations under this Agreement, Lessee grants to Lessor a first priority purchase money security interest in the Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Lessee agrees to execute and authorizes Lessor to execute and file on Lessee's behalf, such additional documents, including a UCC-1 financing statement in the form required for filing, and such other financing statements, certificates of title, affidavits, notices and similar instruments, satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest, and upon assignment, the security interest of any assignee of Lessor, in the Equipment. ARTICLE VII: MAINTENANCE; MODIFICATION; TAXES; AND INSURANCE. Section 7.01 Maintenance of Equipment by Lessee. Lessee agrees that at all times during the Lease Term, Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and condition, and will from time to time make or cause to be made all necessary and proper repairs, replacements and modifications. If appropriate, Lessee will enter into a maintenance contract for the Equipment with Vendor or such other firm as Lessee may choose subject to the express written approval of Lessor, which approval shall not be unreasonably withheld. Section 7.02 Taxes, Other Govemmental Charges and Utility Charges. The parties to this Agreement contemplate that the Equipment will be used for governmental or proprietary purpose of Lessee and, therefore, the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. In the event the ownership, use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for inane taxes payable by Lessor) Lessee will pay, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment. If such tax is imposed directly on Lessor or its assigns, Lessee shall reimburse the person paying such tax on demand. If Lessee causes or allows events to happen that changes the interest income tax - exempt status of this Agreement, as outlined in Sections 103, 149, and 6041 of the Inlemal Revenue Code of 1986, as ' amended, or, assuming the Lessee has designated this Agreement as a "qualified tax- exempt obligation ", if the Lessee exceeds ten million dollars ($10,000,000.00) in "qualified tax - exempt obligations ", as I specified in Section 265 (b) (3) (B) of the Internal Revenue Code of 1986, as amended, during the calendar year of commencement of this Agreement so that Lessee does not qualify as a'qualified small issuer' thereunder it will pay the 'taxable interest rate" an this Agreement retroactive to its Commencement Date. The "taxable interest rate' is hereby defined as that rate that results in the same after tax yield to the Lessor or to its Assigns, as the tax -exempt rate on this Agreement or the highest rate permitted by law, whichever is less. In all events, Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment. Section 7.03 Insurance. Al its own expense Lessee shall cause casualty, PUBLIC LIABILITY AND PROPERTY DAMAGE insurance to be carried and maintained, or shall demonstrate to Lessor's satisfaction that adequate self - insurance is provided with respect to the Equipment, sufficient to protect the full replacement value (new) of the Equipment or the then applicable Buy -Out After Payment Amount, whichever is greater), and to protect Lessor from any liability related to the Equipment in all events. All insurance proceeds from casualty losses shall be payable as provided in Article VIII hereof. Lessee shall pay all deductibles and shall furnish to Lessor, or to its Assigns, Certificates evidencing such coverage throughout the Lease Term. Altematively, Lessee may insure the Equipment under a , blanket insurance policy or policies, which cover not only the Equipment but also other properties. If Lessee shall insure similar properties by self- insurance, Lessee will insure the Equipment by means of an adequate insurance fund. All insurance shall name Lessee and Lessor as insureds and loss payees as their respective interests may appear and shall provide for at least ten (10) days poor written notice by the underwriter or insurance company to the Lessor and its assigns in the event of cancellation or expiration. ARTICLE VIII: DAMAGE; DESTRUCTION AND CONDEMNATION; PROCEEDS. Section 8.01 Damage, Destruction and Condemnation. Lessee is responsible for any theft or destruction of, or damage to, the Equipment, whether insured or not ( "Loss°). Lessee shall continue to satisfy all its obligations hereunder (including, but not limited to the payment of Lease Purchase Payments), even if there has been a Loss. If prior to the termination of the Lease Term (a) the Equipment or any . portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the proceeds of any insurance claim or condemnation award, after deducting all expenses (including attorney's fees) incurred in the collection of such claim or award ( "Net Proceeds "), to be applied to Lessee's obligations pursuant to Section 8.02 hereof. Section 8.02 Application of Net Proceeds. Provided the Equipment is not deemed to be a total loss, Lessee shall, if Lessee is not in default hereunder, cause the repair, replacement or restoration of the Equipment and pay the cost thereof, and, if Lessee is in default hereunder, cause the net proceeds to be applied as if total destruction or damage had occurred. In the event of total destruction or damage to the Equipment, whether or not Lessee is in default, at Lessor's option, Lessee shall pay to Lessor on the Lease Purchase Payment due date next succeeding the date of such loss the amount of the Buy -Out after Payment Amount applicable to such date, plus the Lease Purchase Payment due on such date, plus any other amounts payable by Lessee hereunder, and, upon payment in full of such amounts, the ; Lease Term shall terminate and Lessors security interest in the Equipment shall terminate. Lessee shall retain Net Proceeds in excess of the then applicable Buy -Out after Payment Amount, if any. Lessee agrees that if the Net Proceeds are insufficient to pay in full Lessee's obligations hereunder, Lessee shall make such payments to the extent of any deficiency. ARTICLE IX: DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE. Section 9.01 Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF THE EQUIPMENT OR ANY ITEM THEREOF OR SERVICES PROVIDED FOR IN THIS AGREEMENT, OR ANY SERVICES PROVIDED BY VENDOR. Any transfer of the Equipment to the Lessee shall be made disclaiming all express and implied warranties from Lessor and its assigns. Section 9.02 Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -tact during the Lease Term, so long as Lessee shall not be in default hereunder, to assert from time' to time whatever claims and rights, including warranties of the Equipment, which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for the breach of any such warranty, indemnification or representation shall be against the Vendor and/or manufacturer of the Equipment. Lessee expressly acknowledges that Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability or enforceability of such warranties of the Vendor or manufacturer. Section 9.03 Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall provide at permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operations involving any item of Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment provided, however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor, adversely affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement. Lessee agrees that no more than 10% of the use of the Equipment in any month will be by persons or entities other than the Lessee or its employees on matters relating to such employment, and no more than 5% of the use of the Equipment in any month will be unrelated to use by or for the Lessee. Lessee further agrees that no management contracts will be entered into with respect to the use of the Equipment unless: (a) at least halt of the compensation is on a periodic, fixed fee basis; (b) no compensation is based on a share of net profits; (c) the Lessee is able to terminate the contract without penalties at the end of any three years; and (d) the total term of such contract, including any renewals does not exceed five years. ARTICLE X: EARLY OPTION TO PURCHASE. Provided Lessee is not in default hereunder, Lessee may, upon giving Lessor not less than thirty (30) days prior written notice, elect to purchase all, but not less than all, of the Equipment al the end of each month, or Payment due date as established by the Commencement Date, for the Buy -Out After Payment Amount. Upon exercise of this early option to purchase, Lessee shall pay these amounts to Lessor or its assigns, on demand. As a condition precedent to exercising this early option to purchase, Lessee shall deliver to Lessor and its assigns a termination of any maintenance funding or disbursing obligations related to this Agreement. ARTICLE XI: ASSIGNMENT; SUBLEASING; AND ADDITIONAL COVENANTS. Section 11.01 Assignment by Lessor. This Agreement, and the right to receive the payments to be made hereunder, may be assigned by Lessor and reassigned in whole or in part to one or more assignees at any time subsequent to the execution of this Agreement, without obtaining the consent of Lessee. Lessor agrees to give notice of assignment and upon receipt of such notice Lessee agrees to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, set -off or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested and provided by Lessor or its assignee in order to protect their interests in the Equipment and In this Agreement, The Lessors interest in this Agreement may not be assigned or reassigned in whole or in part unless (i) the document by which such assignment or reassignment is made discloses the name and address of the assignee and (ii) the Lessee receives written notification of the rune and address of the assignee. The Lessee covenants and agrees with the Lessor and each subsequent assignee of Lessor to maintain for the full tern of this Agreement a complete and accurate written record of each such assignment and reassignment in form necessary to comply with Section 149(e) of the Internal Revenue Code of 1986, as amended, and the regulations proposed or existing from time to time promulgated hereunder. Anything in the foregoing apparently to the contrary notwithstanding, the Lessors interest in this Agreement may be assigned in whole or in part upon terms which provide in effect that the assignor or assignee will act as a collection and paying agent for holders of certificates of participation in this Agreement, provided the Lessee receives written notification of the name and address of such collection and paying agent, and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment and reassignment of such certificates of participation. Section 11.02 No Sale. Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 11.03 Additional Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof (except for such liability, obligation, loss, claim or damage caused by Lessor or its Assigns), and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Agreement, the ownership of any item of the Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or retum of any item of the Equipment or any accident in connection with the operation, use, condition, possession, storage or retum of any item of the Equipment resulting in damage to property or injury to or death to any person. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES. Section 12.01 Events of Default Defined. The following shall constitute an "event of default" hereunder. A. Failure by Lessee to pay any Lease Purchase Payment or other payment required to be paid hereunder at the time specified herein; or B. Failure by Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or perfomied, other than for a period of thirty (30) days after written notice to Lessee, specifying such failure and requesting that it be remedied unless Lessor shall agree in writing to an extension of such time prior to its expiration provided, however, lithe failure staled in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or C. Breach of any material representation or warranty by Lessee under this Agreement; or D. Commencement by Lessee of a case or proceeding under the Federal bankruptcy laws or filing by Lessee of any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any existing or future bankruptcy, insolvency or other similar law or an answer admitting or not contesting the material allegations of a petition filed against Lessee in any such proceeding; or fRa.4a1 dnr. - 7128105 - 136541 Paae 2 of 3 E. A pelican against Lessee in a proceeding under any existing or future bankruptcy, insolvency or other similar law shall be Ned and not withdrawn or dismissed within thirty (30) days thereafter. Section 12.02 Remedies on Default. Upon the occurrence of an event of default, Lessor shall have the right, al its sole option without any further demand or notice, to exercise any one or more of the following remedies: A. By written notice to Lessee, Lessor may declare all payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due; B. With or without terminating this Agreement, retake possession of the Equipment and sell, lease or sublease the Equipment with the net proceeds thereof to be applied as provided herein; C. Require Lessee at Lessee's risk and expense to promptly relum the Equipment in the manner and in the condition set forth in Section 13.10 hereof; D. If Lessee refuses to retum the Equipment for any reason, the Equipment shall be deemed a total loss and Lessee shall pay to Lessor the Buy -Out after Payment Amount, E. Take whatever other action at law or in equity that may appear necessary or desirable to enforce its rights as the owner of the Equipment; and, F. The proceeds of such sale, lease or sublease of the Equipment pursuant to Section 12.02 B shall be applied in the following order: 1) to all expenses of Lessor in exercising its remedies under this Agreement, including without limitation all expenses of taking possession, storing, reconditions and selling, leasing or subleasing of the Equipment and all brokerage, auctioneers' and attomeys' fees 2) the applicable Buy-out After Payment Amount 3) all unpaid Lease Purchase Payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term and 4) the balance to the Lessee unless Lessee shall so waive such payment. If the proceeds of such sale, lease or sublease shall be insufficient to pay all of items 1), 2), and 3), Lessee shall remain liable for any deficiency as to item 3), but will not remain liable for any deficiency as to items 1) and 2) in this section F. Section 12.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended 10 be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE XIII: MISCELLANEOUS. Section 13.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective addresses. Section 13.02 Binding Effect. Subject to the limitations on assignment, this Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 13.03 Severability: Interest Limitations. In the event any court of competent jurisdiction shall hold any provision of this Agreement invalid or unenforceable, such holding shall not invalidate' or render unenforceable any other provision hereof. Lessee wit not be required to pay and Lessor will not be permitted to coiled any amount in excess of the maximum amount of interest permitted by law (- Excess Interest"). If any Excess Interest is provided for or determined to have been provided for under this Agreement, then: (A) this subsection shall govem and control; (B) Lessee will not be obligated to pay any Excess Interest; (C) any Excess Interest that Lessor may have received hereunder shall be, at Lessor's option (1) applied as a credit against the outstanding lease payment obligations (not to exceed the maximum amount permitted by law), (2) refunded to Lessee, or (3) any combination of the foregoing; (0) any interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed under applicable law, and this Agreement shall be deemed to have been, and shall be, reformed and modified to reflect such reduction; and (E) Lessee will not have any action against Lessor for any damages arising out of the payment or collection of any Excess Interest. Section 13.04 Advances. In the event Lessee fails to pay any amounts due hereunder or to perform any of its obligations under this Agreement, Lessor may al its option pay such amounts or perform such obligation, and Lessee shall reimburse Lessor the amount of such payment or cost of performance upon demand, together with interest al the rate of eighteen percent (18 %) per annum or the highest rate pemdtted by law, whichever is less. Section 13.05 Execution in Counterparts. This Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument. The counterpart bearing Lessor's signature,; shall constitute the sole chattel paper original of this Agreement. Section 13.06 Applicable Law. This Agreement shall he govemed by and construed in accordance with the laws of the State of the Lessor. Section 13.07 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 13.08 Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee and may not be amended, altered or modified except by written instrument signed by Lessor and Lessee. The execution of such writing by Lessor's assignee shall be sufficient for such purposes if Lessor has assigned this Agreement. There are no understandings, agreements, representations or waranlies, express or implied, not specified herein regarding this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will col apply. Section 13.09 Finance Lease. The parties intend that the Lessor shall have all benefits of a lessor under a finance lease under the uniform commercial code. Lessor did not select, manufacture, or supply the leased property and only acquired it (or the right to use such leased property) in connection with this Agreement. Further, Lessee acknowledges: (a) Lessee received a copy of the contract by which Lessor acquired the leased property before signing this Agreement, (b) Lessee approved said contract as a condition of the effectiveness of this Agreement, (c) prior to signing this Agreement, Lessee received a statement designating the vendor promises, warranties and limitations or modifications of remedies, or (d) prior to signing this Agreement, Lessee was told that the uniform commercial code — leases, governs this transaction and that Lessee may communicate directly with the vendor concerning the matters described in subsection (c) of this sentence. Lessee waives any and all rights and remedies Lessee may have under the UCC 2A -508 through 2A -522, including any right to: (a) cancel this Agreement; (b) reject tender of the Equipment; (c) revoke acceptance of the Equipment; (d) recover damages for any breach of warranty; and (e) make deductions or set -offs, for any reason, from amounts due us under this Agreement. If any part of this Agreement is inconsistent with UCC 2A, the terms of this Agreement will govem. Section 13.10. Return of Equipment. Upon termination of the Agreement for any reason (except purchase by the Lessee), at the option of Lessor, (i) at its sole cost and expense, Lessee will immediately retum the Equipment to Lessor in accordance with the provisions of this section, or (ii) Lessor shall transfer ownership of the Equipment to Lessee If shipped, the Equipment shall be packed in accordance with the Vendor's specifications and retumed to Lessor at the location specified by Lessor in the Continental United States reasonably close to where it was originally delivered, in the same condition as when accepted, ordinary wear and tear excepted. Such shipment shall be f.o.b. destination. Lessee shall bear all costs associated with such packing and shipping and the risk of loss shall not pass to Lessor until the Equipment has been received by it. INSURANCE COVERAGE REQUIREMENTS In accordance with Section 7.03 of this Agreement either: 1. We have instructed the following insurance agent: 'e' Intergovernmental Risk Management Agency, Four Westbrook Corporate Center,I, Suite 940, Westchester, IL 60154 (insert name, address and telephone number) (708) 562 -0300 to issue to you: a. All Risk Physical Damage Insurance an the leased Equipment properly reflected by an Evidence of Insurance and Lona Form Loss Payable Clause (Acord Form 27 or its equivalent) naming Lessor designated abon and/or its Assigns as an additional insured and loss payee, and b. Public Liability Insurance reflected by an Evidence of Insurance (Aped Form 27 or its equivalent) naming Lessor and/or its assigns as an additional insured and loss payee; or 2. We are self- insured for all risk, physical damage, and public liability and will provide proof of such self - insurance in letter form together with a copy of the statute authorizing this form of insurance. Proof of insurance coverage will be provided to you prior to the time that the Equipment is delivered to us. Village of Lemont /�, n � Date: 1G 8/22/05 By ) - A e_..�E4 1U' (Authorized (Ada Gary C Holmes, Village Administrator ESSENTIAL USE/SOURCE OF FUNDS LE ER Ladies/Gentlemen: This confirms and affirms that the Equipment described in this Agreement is essential to the function of the undersigned or to the service we provide to our citizens. Further, we have an immediate need for, and expect to mat immediate use of, substantially all such Equipment which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for the purpose of performing one or more of of govemmental or proprietary functions consistent with the permissible scope of our authority. Specifically, such Equipment was selected by us to be used as follows: The estimated useful life of such Equipment based upon manufacturer's representations and our projected needs is four years. Our source of funds for payments of the rent due under the Agreement for the current fiscal year is: Current/proposed budget. We expect and anticipate adequate funds to be available for all future Lease Purchase Payments due after the current fiscal year for the following reasons: Date: 8/22/05 ACCEPTED BY: LESSOR: Government Leasing Company By: Name: Thomas Wittwer Title: President (66381.doc — 728/05 - 13654) Page 3 of 3 Village of Lemont By k:) (Authorized Officiz Lessee acknowledges rreeading one receervviinb a � oRFit' greeme The Administrator al(irms that shefhe has been duly authorized to execute this Agreement on behalf of the above -named Lessee. Depending on the jurisdiction. this may be the highest elected official. LESSEE: Village of Lemont By: Name: ?� Title: ) Date: Gary J. Holmes Vil'vgn Mt..in or