O-59-00 10/23/2000VILLAGE OF LEMONT
ORDINANCE NO. - C
AN ORDINANCE AUTHORIZING ADOPTION OF A
LEASE - PURCHASE AGREEMENT WITH FORD MOTOR CREDIT COMPANY
ADOPTED BY THE
PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
This 23rd day of October , 2000.
Published in pamphlet form by
authority of the President and
Board of Trustees of the Village of
Lemont, Counties of Cook, Will, and
DuPage, Illinois this 23rd
day of October , 2000
ORDINANCE 59- Uo
AN ORDINANCE AUTHORIZING ADOPTION OF A LEASE/PURCHASE
AGREEMENT WITH FORD MOTOR CREDIT COMPANY
WHEREAS, on July 24, 2000, the Village Board approved the purchase of a 2001 Ford Explorer from
the low bidder, Ron Tirapelli Ford of Shorewood, IL for $24,124.00; and
WHEREAS, it is necessary to adopt a formal lease agreement to complete delivery of the vehicle.
THEREFORE, BE IT ORDAINED by the President and Board of Trustees that the attached Lease -
Purchase Agreement with Ford Motor Credit Company be approved.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE, ILLINOIS,
on this 23rd day of October , 2000.
John Benik
Debby Blatzer
Keith Latz
Connie Markiewicz
Rick Rimbo
Mary Studebaker
AYES NAYS PASSED
v
NE SMOLLEN, Village Clerk
Approved by me this 23rd day of G ber , 2000.
' KWASNESKI, Village Presi
• ::t:
I% AWL
CHARLENE SMO , illage Clerk
OCT 06 2000 16:03 FR E ITEMS
313 390 3148 TO 916302571598 P.08'15
OPINION OF COUNSEL
With respect to that certain Equipment Lease - Purchase Agreement 65055 ( "Lease ") dated 10/6/00 by and between Ford Motor Credit
Company (Lessor) and Village of Lemont (Lessee), i am of the opinion that: (i) interest paid by Lessee to Lessor pursuant to the Lease
will be exempt from tax under Section 103(a) of the internal Revenue Code of 1986, as amended; (ii) the execution, delivery and
performance by Lessee of the Lease have been duly authorized by all necessary action on the part of Lessee; (ii) the Lease constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its term;; (iv) the Uniform Commercial Code of the state
where the Equipment is located and/or the certificate of title laws of such state will govern the method of perfecting Lessor's security
interest in the Equipment; (v) there are no suits, proceedings or Investigations pending or, to my knowledge, threatened against or
affecting Lessee, at law or in equity, or before or by any goVemmentai or administrative agency or instrumentality which, if adversely
determined, would have a materiel adverse effect on the transaction contemplated in the Lease or the ability of Lessee to perform its
obligations under the Lease and Lessee le not in default under any materiel obligation for the payment of borrowed money. for the
deferred purchase price of property or for the payment of any rant under any lease agreement which either individually or in the
aggregate would have the same such effect; and (vi) all required publiciildbing procedures regarding the award of the Lease have been
followed by Lessee and no governmental orders, permissions, cons s, approvals or eutho Izatlons are required to be obtained and no
registrations or declarations are required to be fl • in connection w + the execution and d y ery of the Lease.
Attorney for Lessee
John Antonopoulos
OCT 06 2000 15:59 FR E ITEMS
Ford Motor Credit Company
Mr Drew Irvin
Assistant to Village Administrator
Village of Lemont
Engineering Department
418 Main Street
Lemont, IL 60439
Subject: Lease- Purchase Agreement Number 65055
Dear Mr Irvin:
313 390 3148 TO 916302571598
1 American Floyd
P.O. Box 1739
Dearborn. Michigan 48121 -1739
October 6, 2000
P.02/15
The Lease- Purchase Agreement documents for the equipment being acquired from Ron Tirapelii Ford are enclosed.
Please review the following documents for accuracy and execute where indicated:
• Lease - Purchase Agreement - Please have your attorney execute where indicated.
• Schedule A, Page 1
• Delivery and Acceptance Certificate(s) - Please indicate the date the equipment was aocepted by you.
• Temporary Insurance Form - Please complete and execute where indicated.
• 8038 -GC - Please review and execute where indicated, We will forward the Original to the IRS and retum a
copy with the agreement for your records.
Please return all documents with original signatures by October 13, 2000 to Ford Motor Credit Company at the
address below. If documents cannot be returned by this date, please call 1- 800 - 241 -4199.
Overniaht/Expre ;s Delivery to:
Ford Motor Credit Company
Commercial Lending - MD 7500
1 American Road, Ste. 2277
Dearborn, MI 48126
U.S. Reoular ail
Ford Motor Credit Company
Commercial Lending
P. O. Box 1739 - MD7500
Dearborn, MI 48121 -1739
ATTN: Sheeba Cook, Municipal Finance ATTN: Sheeba Cook, Municipal Finance
Included with the documents should be a check payable to Ford Motor Credit Company in the amount of $765.21 for the
first payment. Your account number is 6505500, please refer to this number should you require any assistance.
I will have the documents executed by Ford Motor Credit Company and return a copy to you. If you have any questions,
please call me at (800) 241 -4199.
incerely,
//w et)
Jody Karas
Enclosures Municipal Finance
PLEASE NOTE: The interest rate may be subject to a rate increase or require a rate extension fee if the
documents are not returned by 11/30/00.
OCT 06 2000 15:59 FR E ITEMS
LESSEE:
313 390 3148 TO 916302571598 P.03/15
INVOICE
October 6, 2000
Village of Lemont
Engineering Department
418 Main Street
Lemont, IL 60439
REMIT PAYMENT TO:
FORD MOTOR CREDIT COMPANY
MUNICIPAL FINANCING
P. O. BOX 1739 - M07500
DEARBORN, MI 48121 -1739
PLEASE RETURN A COPY OF THIS INVOICE WITH YOUR PAYMENT
ACCOUNT FIRST DESCRIPTION
NUMBER PAYMENT
DUE DATE
PAYMENT
AMOUNT
6505500
10/6/00
(1) 2001 Ford Explorer with Title, and "M"
Plates, 1FMZU72E71ZA23782
$765.21
PLEASE REMIT:
If you have any questions regarding this invoice, please call Jody Karas (800- 241 - 4199).
$765,21
OCT 06 2000 16:00 FR E ITEMS
Lessee: Village of Lemont
418 Main Street
Lemont, IL 60439
313 390 3148 TO 916302571598 P.04/15
FORD MOTOR CREDIT COMPANY
EQUIPMENT LEASE- PURCHASE AGREEMENT
Lease No, 65055
Lessor: Ford Motor Credit Company
P. O. Box 1739
Dearbom, MI 4$121 -1739
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any Schedule A now or
hereafter attached hereto ( "Equipment") in accordance with the following terms and conditions of this Lease- Purchase Agreement
( "Lease ").
1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the
date the Equipment is accepted pursuant to Section 3 hereunder and, unless earlier terminated as expressly provided for in this Lease,
will continue until the expiration date (the "Expiration Date ") set forth in Schedule A attached hereto (the "Lease Term ").
2. RENT. Lessee agrees to pay to Lessor or Its assignee the Lease Payments, including the interest portion, equal to the amounts
specified in Schedule A. The Lease Payments will be payable without notice or demand at the office of Lessor (or such other place as
Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in
Schedule A and thereafter on the subsequent dates set forth in Schedule A. Any payments received later than ten (10) days from the
due date will bear Interest at the highest lawful rate from the due date, Except as specifically provided In Section 6 hereof, the obligation
of Lessee to make the Leese Payments hereunder and perform all of its other obligations hereunder will be absolute and unconditional in
ail 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 or installed, any defects, malfunctions, breakdowns or infirmities in the Equipment
or any accident, condemnation or unforeseen circumstances. Lessee reasonably believes that funds oan be obtained sufficient to make
all Lease Payments during the Lease Term and hereby oovenants that it will do all things lawfully within Its power to obtain, maintain and
properly request end pursue funds from which the Lease 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 and exhausting all available administrative reviews and appeals in the event such portion of the budget is not
approved. It is Lessee's intent to make Lease Payments for the full Lease Term 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 under-
stand and intend that the obligation of Lessee to pay Lease 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 oonstitutionel 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.
3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee
at the location specified In Schedule A ( "Equipment Location "). Lessee will pay all transportation and other costs, if any, incurred in
connection with the delivery and installation of the Equipment. Lessee will accept the Equipment es soon as it has been delivered and is
operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance
Certificate (In the form provided by Lessor) within three days of delivery of the Equipment.
4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity
selected by Lessee, that Lessor Is neither a manufaoturer nor a vendor of such equipment, that LESSOR LEASES AND LESSEE TAKES
THE EQUIPMENT AND EACH PART THEREOF "AS -1S" AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY
REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDI-
TION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RE-
SPECT WHATSOEVER OR iN CONNECTION WiTH OR FOR THE PURPOSES AND USES OF LESSEE, OR AS TO THE ABSENCE
OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF
ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY
OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND LESSOR
SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO
LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WiTH THE USE OR PERFORMANCE OF
THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event
of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect to the Equip-
ment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense.
Lessee's sole remedy for the breach of any such manufacturer's warranty shall be against the manufacturer of the Equipment, and not
against Lessor. Lessee expressly acknowledges that Lessor makes, and hes made, no representations or warranties whatsoever as to
the existence or the availability of such warranties of the manufacturer of the Equipment.
5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 20 hereof, upon the
expiration or earlier termination of thls Lease pursuant to the terms hereof, Lessee shall, at its sole expense but at Lessor's option, return
the Equipment to Lessor packed for shipment in accordance with manufacturer's specifications and freight prepaid and Insured to any
location in the continental United States designated by Lessor.
6. NON - APPROPRIATION OF FUNDS; NON - SUBSTITUTION. Notwithstanding anything contained in this Lease to the contrary,
in the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any
fiscal period for Lease Payments due under this Lease, Lessee will immediately notify Lessor or its assignee in writing of such occur-
OCT 06 2000 16:00 FR E ITEMS
313 390 3149 TO 916302571598 P.05/15
rence 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 es to (i) the portions of Lease Payments herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available and (ii) 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 or its assignee on the date of such termination in the manner set forth in Section 5 hereof and Lessor will have all
legal and equitable rights and remedies to take possession of the Equipment, Notwithstanding the foregoing, Lessee agrees (i) that it wilt
not cancel this Lease and this Lease shall not terminate under the provisions of this Section if any funds ere appropriated to it, or by it,
for the acquisition, retention or operation of the Equipment or other equipment or services performing functions- similar to the function of
the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period, and
(ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment or to services
performing functions similar to the functions of the Equipment. This section will not be construed so as to permit Lessee to terminate
this Lease in order to purchase, tease, rent or otherwise acquire the use of any other equipment or services performing functions similar
to the functions of the Equipment, end, if this Lease terminates pursuant to this Section, Lessee agrees that during the fiscal period
immediately following the fiscal period in which such termination occurs it will not so purchase, lease, rent or otherwise acquire the use
of any such other equipment or services,
7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represents, covenants and warrants as of the date hereof
and at all times during the Lease Term that; (i) 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 1980, as amended (the
"Code "), and that It will do or cause to be done all things necessary to preserve and keep in full force and effect (a) Its existence and (b)
this Lease; (11) the execution, delivery and performance by the Lessee of this Lease and all documents executed in connection herewith,
including,. without limitation, Schedule A hereto and the Delivery and Acceptance Certificate referred to in Section 3 hereof (the Lease
together with all such documents shall be collectively referred to herein as the "Lease Documents ") have been duly authorized by all
necessary action on the part of the Lessee; (iii) the Lease Documents each constitute a legal, valid and binding obligation of the Lessee
enforceable in accordance with their respective terms; (Iv) no governmental orders, permissions, consents, approvals or authorizations
are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of
the Lease Documents; (v) Lessee has sufficient appropriations or other funds available to pay an Lease Payments and other amounts
due hereunder for the current fiscal period; (vi) 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; (vii) no portion
of the Equipment will be used directly or Indirectly in any trade or business carried on by any person other than Lessee; and (viii) no
portion of the Equipment will be used by an organization described in section 501 (c) (3) of the Code and (ix) 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. Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance as set forth in the foram
of opinion of counsel attached hereto or otherwise acceptable to Lessor, dated the date of acceptance of the Equipment pursuant to
Section 3 hereof. In the event that a question arises as to Lessee's qualification as a political subdivision, Lessee agrees to execute a
power of attorney authorizing Lessor to make application to the Internal Revenue Service for a letter ruling with respect to the Issue.
8. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the
Equipment will vest in Lessee subject to Lessor's rights under this Lease; provided, however, that (1) in the event of termination of this
Lease pursuant to Section 8 hereof, (ii) upon the occurrence of an Event of Default hereunder, and es long as such Event of Default is
continuing, or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in
Lessor or its assignee without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor or
its assignee in the manner set forth in Section 5 hereof. in order to secure all of its obligations hereunder, Lessee hereby (i) grants to
Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment including but not limited to
computer programs and computer documentation, if any, relating to the Equipment end in all additions, attachments, accessions, and
substitutions thereto, and on any proceeds therefrom, (ii) agrees that this Leese may be filed as a financing statement evidencing such
security interest, and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments in form
satisfactory to Lessor necessary or appropriate to evidence such security interest,
9. USE; REPAIRS, Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equip-
ment. Lessee shall comply with ail laws, ordinances, insurance policies and regulations relating to the possession, use, operation or
maintenance of the Equipment, Lessee, at its expense, will Keep the Equipment in good working order and repair and furnish ail parts,
mechanisms and devices required therefor.
10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior
written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.
11. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, Its perrna-
nent base will not be changed from the Equipment Location without Lessor's prior written consent which will not be unreasonably with-
held, Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equip-
ment or observe its use and operation_
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens end encumbrances except those created
under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed
upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by
Lessor's income. if Lessee fails to pay said charges, or taxes when due, Lessor may, but need not, pay said charges or taxes and. in
such event, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rate permitted by law from the date of such
payment by Lessor to the date of reimbursement by Lessee.
OCT 06 2000 16:02 FR E ITEMS
313 390 3148 TO 916302571598 P.06/15
13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause
Whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve
Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any
item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the
cost of such repair, if Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the
option of Lessor, will either (a) replace the same with like equipment in good repair, or (b) on the next Lease Payment Date, pay Lessor:
(i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date, and (ii) an amount
equal to the applicable Concluding Payment set forth in Schedule A opposite such Lease Payment Date_ lathe event that Lessee is
obligated to make such payment pursuant to subparagraph (b) above with respect to less than all of the Equipment, Lessor will provide
Lessee with the pro rata amount of the Lease Payment and the Concluding Payment to be made by Lessee with respect to the
Equipment which has suffered the event of loss.
14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached
to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, fumish a waiver of any interest in the
Equipment from any party having an interest in any such real estate or building.
15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public
liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as
shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self - insure against any or all such risks. In no event will the
insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. Each Insurance
policy will name Lessee as an insured and Lessor or its assigns as en additional insured, and will contain a clause requiring the insurer
to give Lessor or its assigns at least thirty (30) days prior written notice of any alteration In the terms of such policy or the cancellation
thereof, The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon
acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such
insurance. In the event that Lessee has been permitted to self - insure, Lessee will furnish Lessor with a letter or certificate to such effect.
in the event of any loss, damage, Injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice
thereof and make available to Lessor all information and documentation relating thereto and shall permit Lessor to participate and
cooperate with Lessee in making any claim for insurance in respect thereof.
16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from any and all claims, actions,
proceedings, expenses, damages or liabilities, including attorney's fees and court costs, arising In connection with the Equipment,
including, but not limited to, its selection, purchase, delivery, installation, possession, use, operation, rejection, or return and the recovery
of claims under insurance policies thereon, The indemnification provided under this Section shall continue in full force and effect
notwithstanding the full payment of all obligations under this Lease or the termination of the Lease Term for any reason.
17. ASSIGNMENT. Without Lessors prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any
security interest in or otherwise dispose of this Lease or the Equipment or any interest In this Lease or the Equipment or (ii) sublet or
lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees, Lessor may assign its rights, title and
interest In and to this Lease, the Equipment and any documents exeouted with respect to this Lease and /or grant or assign a security
interest in this Lease and the Equipment, in whole or in part, and Lessee's rights will be subordinated thereto, Any such assignees shall
have all of the rights of Lessor under this Lease, Subject to the foregoing, this Lease inures to the benefit of and is binding upon the
successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the assignee any claims or defenses
by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. Upon assignment of Lessor's
interests herein, Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient If it discloses the name
of the assignee and address to which further payments hereunder should be made. No further action will be required by Lessor or by
Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. Lessee shall retain all
notices of assignment and maintain a book -entry record (as referred to in Section 21) which identifies each owner of Lessor's interest in
the Lease. Upon Lessee's receipt of written notice of Lessors assignment of all or any part of Its interest in the Lease, Lessee agrees to
attorn to and recognize any such assignee as the owner of Lessors interest in this Lease, and Lessee shall thereafter make such
payments, including without limitation such Lease Payments, as are indicated in the notice of assignment, to such assignee,
18. EVENT OF DEFAULT, The term "Event of Default," as used herein, means the occurrence of any one or more of the following
events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this
Lease, and any such failure continues for ten (10) days after the due date thereof, (ii) Lessee fails to perform or observe any other cove-
nant, condition, or agreement to be performed or observed by it hereunder and such failure is riot cured within twenty (20) days after
written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this
Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any
material respect; (iv) Lessee becomes insolvent, or is unable to pay Its debts as they become due, or makes an assignment for the
benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of any of its
assets, or a petition for relief is filed by Lessee under any bankruptcy, insolvency, reorganization or similar laws, or a petition in, or a
proceeding under, any bankruptcy, insolvency, reorganization or similar laws is flied or instituted against Lessee and is not dismissed or
fully stayed within twenty (20) days after the filing or institution thereof, (v) Lessee fails to make any payment when due or fails tO
perform or observe any covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or
an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or (vi) an attach-
ment, levy or execution is threatened or levied upon or against the Equipment.
19. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at Its
option, exercise any one or more of the following remedies: (1) by written notice to Lessee, declare an amount equal to all amounts then
due under the Lease, and all rernaining Lease Payments due during the fiscal year of Lessee in which the default occurs to be
Immediately due and payable, whereupon the same shall become immediately due and payable; (il) by written notice to Lessee, request
Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor In the manner set forth in
. OCT 06 2000 16:03 FR E ITEMS
313 390 3148 TO 9163025 71598 P.07/15
• Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession
of and remove the same; (iii) sell or tease the Equipment or sublease it for the account of Lessee, holding Lessee liable for ell Lease
Payments and other payments due to the effective date of such selling, leasing or subleasing and for the difference between the
purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the
amounts otherwise payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it
under applicable laws of the state where the Equipment is then located or any other applicable law or proceed by appropriate court action
to enforce the terms of this Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the
Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all4egal fees and other costs
and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other
remedy available to Lessor.
20. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that there is no Event of
Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the
right to purchase the Equipment on any Lease Payment date set forth in Schedule A hereto by paying to Lessor, on such date, the Lease
Payment then due together with the Concluding Payment amount Set forth in Schedule A opposite such date. 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 Lessor will warrant that the Equipment is free and clear of any liens created by Lessor.
21. TAX ASSUMPTION; COVENANTS. The parties assume that Lessor can exclude from Federal gross income the interest portion
of each Lease Payment set forth in Schedule A under the column captioned "interest Portion."
Lessee covenants that it will (i) register this Leese and transfers thereof in accordance with section 149(a) of the Code and the
regulations thereunder, (ii) timely file a statement with respect to this Lease In the required form in accordance with section 149(e) of the
Code, (iii) not permit the property financed by this Lease to be directly or indirectly used for a private business use within the meaning of
section 141 of the Code, (iv) not take any action which results, directly or indirectly, in the interest portion of any Lease 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 (v) not take any action which results in this Lease becoming, and will take any reasonable action to prevent this
Lease from becoming (e) an arbitrage obligation within the meaning of section 146 of the Code or (b) federally guaranteed within the
meaning of section 149 of the Code. Notwithstanding the earlier termination or expiration of this Lease, the obligations provided for in
this Section 21 shall survive such earlier termination or expiration.
22. NOTICES. All notices to be given under this Lease shall be made in writing end mailed by certified mail, retum receipt
requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any
such notice shall be deemed to have been received five days subsequent to mailing.
23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to
define or limit the scope of any provision of this Lease.
24. GOVERNING LAW, This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment
Location.
25. DELIVERY OF RELATED DOCUMENTS, Lessee will execute or provide, as requested by Lessor, such other documents and
information as are reasonably necessary with respect to the transaction contemplated by this Lease.
26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the
lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee
and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition Without
invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall
not operate as a waiver of any subsequent breach thereof.
iN WITNESS WHEREOF, the parties have executed this Agreement as of the 06th day of October, 2000.
Lessee: Village of Lemont Lessor: Ford Motor Credit Company
By: By:
Drew Irvin Frank Mastrella
Title. Assistant to Village Administrator Title; Operations Manager, Municipal Financing
OCT 06 2000 16:04 FR E ITEMS
313 390 3148 TO 916302571598 P.10/15
AMENDMENT
The certain Equipment Lease - Purchase Agreement by and between Ford Motor Credit
Company ( "Lessor") and Village of Lemont ( "Lessee "), dated as of October 06, 2000 (the
'Lease ") is hereby amended as follows:
A. Lessee has not issued, and reasonably anticipates that it and its
subordinate entities will not issue, tax- exempt obligations (including this
Agreement) in the amount of more than $10,000,000 during the current
calendar year hereby designates this Agreement as a "qualified tax -
exempt obligation" within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended, ( "Code "); and agrees that it and its
subordinate entities will not designate more than $10,000,000 of their
obligations as ''qualified tax- exempt obligations" during the current
calendar year.
B. The parties assume and intend that this Agreement will qualify as a "qualified
tax - exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code.
In the event that Lessor, its assignees or sub - assignees either (i) receive
notice from the Internal Revenue Service; or (ii) reasonably determines, based
on an opinion of independent tax counsel selected by Lessor and approved by
Lessee, which approval Lessee shall not unreasonably withhold; that the
otherwise applicable exception set forth in Section 265(b)(3) of the Code is not
available, then Lessee shall pay Lessor, its assignees or sub - assignees, as the
case may be, within thirty (30) days after receiving notice from Lessor of such
determination, the amount which, with respect to rental payments previously
paid, will restore the after -tax yield on the transaction evidenced by this
Agreement to that which would have been had such exception been available,
and pay as additional rent on succeeding rent payment due dates such
amount as will maintain such after -tax yield.
Except as amended hereby, the Lease shall otherwise remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the 06th day
of October, 2000.
LESSEE: Village of Lemont LESSOR: Ford Motor Credit Company
Engineering Department
By:
Drew Irvin
Title: Assistant to Village Administrator
By:
Title:
Frank Mastrella
Operations Manager, Municipal Financing
OCT 06 2000 16:04 FR E ITEMS
313 390 3148 TO 916302571598 P.11/15
Page 1
SCHEDULE A - EQUIPMENT LEASE- PURCHASE AGREEMENT
Lease No. 65055
This Equipment Schedule dated as of 10/06/2000, is being executed by Ford Motor Credit Company ( "Lessor'), and
Village of Lemont ("Lessee"), as a supplement to, and is hereby attached to and made a part of that certain
Equipment Lease - Purchase Agreement dated as of 10/8/00 ("Lease "). between Lessor and Lessee.
Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from
Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth In the Lease and
upon the terms set forth below, and following items of Equipment:
QUANTITY
1
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
2001 Ford Explorer with Title, and "M" Plates, 1 FMZU72E71 ZA23782
EQUIPMENT LOCATION:
Village of Lemont
Engineering Department
418 Main Street
Lemont, IL 60439
Initial term:
Periodic Rent:
38 Months Commencement Date: j, 06 /2000
SUPPLIER
Ron Tirapelli
Ford
35 Consecutive Monthly in Advance Payments of $785.21 each (including interest), followed
by one final payment of $765.38, due under this Lease - Purchase Agreement. The Periodic
Rent Payment also includes any applicable sales/use tax due and payable on the Lease
Payment Dates, set forth in Schedule A, Page 2.
EXECUTED as of the date first herein set forth.
LESSEE: Village of Lemont LESSOR: Ford Motor Credit Company
Engineering Department
By:
By:
Drew Irvin Frank Mastreila
Title: Assistant to Village Administrator Title: Operations Manager, Municipal Finance
OCT 06 2000 16:05 FR E ITEMS
Rate: 8.255
Lease
Payment
Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
TOTALS
Lease
Payment
Date
10 / 6 / 2000
11 / 6 / 2000
12 / 6 / 2000
1 / 6 / 2001
2 / 6 / 2001
3 / 6 / 2001
4 / 6 / 2001
5 / 6 / 2001
6 / 6 / 2001
7 / 6 / 2001
8 / 6 / 2001
9 / 6 / 2001
10 / 6 / 2001
11 / 6 / 2001
12 / 6 / 2001
1 / 6 / 2002
2 / 6 / 2002
3 / 6 / 2002
4 / 6 / 2002
5 / 6 / 2002
6 / 6 / 2002
7 / 6 / 2002
8 / 6 / 2002
9 / 6 / 2002
10 / 6 / 2002
11 / 6 / 2002
12 / 6 / 2002
1 / 6 / 2003
2 / 6 / 2003
3 / 6 / 2003
4 / 6 / 2003
5 / 6 / 2003
6 / 6 / 2003
7 / 6 / 2003
8 / 6 / 2003
9 / 6 / 2003
313 390 3148 TO 916302571598
Schedule A
Payment Schedule Lease Number:
Lease
Payment
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.21
765.38
27,547.73
Interest
Portion
0.00
163.16
159.02
154.85
150.65
146.43
142.17
137.89
133.58
129.24
124.86
120.46
116.03
111.56
107.07
102.55
97.99
93.40
88.78
94.13
79.45
74.74
69.99
65.21
60.40
55.55
50.67
45.76
40.81
35.83
30.82
25.77
20.69
15.57
10.42
5.23
3,050.73
Principal
Portion
P.12/15
Page 2
65055
Concluding
- -- Payment
765.21
602.05
606.19
610.36
614.56
618.78
623.04
627.32
631.63
635.97
640.35
644.75
649.18
653.65
659.14
662.66
667.22
671.81
676.43
681.08
685.76
690.47
695.22
700.00
704.81
709.66
714.54
719.45
724.40
729.38
734.39
739.44
744.52
749.64
754.79
760.15
24,497.00
23,731.79
23,129.74
22,523.55
21,913.19
21,298.63
20,679.85
20,056.81
19,429.49
18,797.86
18,161.89
17,521.54
16,876.79
16,227.61
15,573.96
14,915.82
14,253.16
13,585.94
12,914.13
12,237.70
11,556.62
10,870.86
10,180.39
9,485.17
8,785.17
8,080.36
7,370.70
6,656.16
5,936.71
5,212.31
4,482.93
3,748.54
3,009.10
2,264.58
1,514.94
760.15
1.00
OCT 06 2000 16:05 FR E ITEMS
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Sox 1739
Dearborn, MI 48121 -1739
313 390 3148 TO 916302571598 P.13/15
12E11.1 ERY AND AraGE ANCE CERTIFtCATF_
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as
fully installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection
thereof as satisfactory for all purposes of the Equipment Lease - Purchase Agreement ("Lease") executed by
Lessee and Lessor.
LEASE DATE
10 /6/00
QUANTITY
LEASE
NUMBER
65055
1
SCHEDULE A
DATE
10/06/2000
DELIVERY
NUMBER
1
EQUIPMENT INFORMATION
PURCHASE
DATE
PURCHASE
ORDER NO.
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
2001 Ford Explorer with Title, and "M" Plates, 1 FMZU72E71ZA23782
LESSEE: Village of Lemont
418 Main Street
Lemont, IL 60439
SY:
SUPPLIER ,J
Ron Tirapelli
Ford
DATE ACCEPTED:
(Title)
OCT 06 2000 16:05 FR E ITEMS 313 390 3148 TO 916302571598 P.14/15
INSURANCE FACT SHEET
We require a Certificate of Insurance or Declaration Page shown In the name of the Municipality listed below. If more than
one Insurance company is used, indicate each & for what type coverage. Per the Agreement, we require Liability & Physlcal
Damage on all vehicles, Liability & Property Damage on all other equipment & FORD MOTOR CREDIT COMPANY named
as Loss Payee or Additional Insured. RETURN TO: Ford Motor Credit Company, P.O. Box 1739, Dearborn, MI 48121-
1739
TRANS NO: 6505500 PLEASE NOTE: FORD MOTOR CREDIT REQUIRES A
MINIMUM OF $1,000,000 FOR PUBLIC LIABILITY COVERAGE
MUNI: Village of Lemont
ADDRESS: 418 Main Street
CITY: Lemont, IL 60439
CONTACT: Jean Nona PHONE: (630) 257 -1592
EQUIP DESC: (1) 2001 Ford Explorer with Title, and "M" Plates, 1 FMZU72E71ZA23782
INSURANCE COMPANY:
ADDRESS:
CITY: STATE: ZIP:
PHONE:_ CONTACT PERSON:
POLICY NO: EXPIRATION DATE: _
LIABILITY AMT: PROPERTY DAMAGE AMT:
PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE:
COLLISION DEDUCTIBLE:
INSURANCE COMPANY:
ADDRESS:
CITY: STATE:
PHONE: CONTACT PERSON:
POLICY NO:
LIABILITY AMT:
ZIP:
EXPIRATION DATE:
PHYSICAL DAMAGE AMT:
PROPERTY DAMAGE AMT:
COMPREHENSIVE DEDUCTIBLE:
COLLISION DEDUCTIBLE:
SELF - INSURED:
IF YOU ARE SELF- INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANCE
POOLJFUND.
NAME OF INSURANCE POOUFUND:
SELF - INSURED FOR: LIABILITY: $ PROPERTY: $ PHYSICAL:$
CONTINUOUS COVERAGE: FROM TO
PLEASE SIGN:
Drew Irvin, Assistant to Village Administrator
OCT 06 2000 16:06 FR E ITEMS
Form 8038 -GC
(.May 1099)
Department or the Treasury
!Memo) I44000•w Service
313 390 3149 TO 916302571599 P.15/15
information Return for Small Tax - Exempt
Governmental Bond Issues, Leases, and Installment Sales
• Under Internal Revenue Code section 149(e)
Caution: Use Form 8038 -G if the issue price of the issue is S100,000 or more.
CH 'Ong Authority
Issuer name
Village of Lemont
Number and street (or P.O. box if mail la not delivered to *est Address)
418 Main Street
4 City, town, or post office, state, an I code
Lemont IL 80439
a -Mime and tilie of officer or legal representative whom Me IRS may cell for more information
•• 11 1 ,1 •
Part II
Descri • ion of
•
bli . ations
eck if r • orton • . a sin
e issue
OMB No. 16454720
Check box if Amended Return ►
2 Issuers employer idenflfipeton number
36- 6005968
Roorn/Sufta
a
Report um2000- 6805500
7 telephone number or officer or legal representative
or on a conso
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 issues)
b Representing a loan from the prooeeds of another tax - exempt obligation (e.g., bond bank) 9b
10 If the issuer has designated any issue under section 265(b)(3)(8)(I)(11I)(small issuer exception), check this box '
123,731.79
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
and nder pen ltia of penury, I declare that I have examlred this return and socOmpenylnq Schedules and statements. and to the best of my knowledge
they are true, oonsot and complete,
PLEASE
SIGN
HERE
Issuer's authorized representative
General Instructions
Section rererenoes ere tc the Internal
Revenue Code Unless otherwise noted,
Purpose of Form
Form 8038-GC is Used by 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 Musa File
Issuers of tax-exempt governmental obligations
with issue prices of Iess than 1100,000 must fie
Form 8038 GC.
Issuers of a tax - exempt governmental
obligation with an issue price of 1100,000 or
more must file Form 8038 -G, Information Return
for Tax - Exempt Governmental Obligations.
Filing a separate return. issuers have the
option to fib a separate Form 8038 -GC for any
tax- eicempt governmental obligation with an
issue price of lase 1100,000.
An Issuer of a tax - exempt bond used to
finance construction expenditures must file e
separate a� eog o noe to the that an election made
pay a penalty in lieu of arbitrage rebate (see fine
12 instructions).
Filing a consolidated return. For all tax-
exempt governmental obligations wen Issue
prices of lees than 1100,000 that are not
reported on a separate Form 8038 -GC, an
issuer must file a consolidated information
return inGuding all such Io$suues issued within
the calendar year.
Oats
' Blew Irvin, Assistant to Village AdmIniWator
Type or print name and title
Thus, an issuer may file a separate Form 8038-
GC for each of a number of small issues end
report the remainder of smell iasues Issued
during the calendar year on one consolidated
Form 8038 -GC. Harmer, 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 apatite 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 retum. 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
Scotian 3 of Rev. Prof. 88-10, 1908.1 C.B. 535,
if it is determined that the f3HUre to file On time is
not due to willful neglect, Type or print at the
top of the form, 'Th4 Statement is Submitted in
Accordance with Rev. Proc. 88.10.' Attach to
the Form 8038-GC a letter briefly stating why
Form 8038 -GC was not aubmitted to the IRS on
time. Also Indicate whether the obligation in
question Is under examination by true IRS. Do
not submit copies of any bond documents,
leases, or installment sale documents.
Where to File
File form 8038 -GC with the Internal Revenue
Service Center, Philadelphia, PA 19256.
Cat, No 641088
Other Forms That May Be Required
For rebating arbitrage (or paying a penalty in lieu
of arbitrage rebate) to the Federal government,
use Form 110384, Arbitrage Rebate and
Penalty in Lieu of Arbitrage Rebate. For private
activity bonds, use Form 1038, Information
Return for Tax - Exempt Privata Activity Bond
issues.
Rounding to Whole Dollars
You may show the money items on this return
as whole-dollar amounts. To do so, drop any
amount less than 50 cents and increase any
amount from 50 cents through tag cent' to the
next higher dollar.
Definitions
Obligations. This refers to a single tax -
exempt governmental Obligation if Fomt 8038 -
GC Is used for separate reporting or to multiple
tax-exempt governmental obligations if the form
is used for consolidated reporting.
Tax •xempt obligation. This is a bond,
installment purchase agreement, or financial
base, on which the interest is r0tuded from
income under section 103.
Tax -exempt governmental obligation. A tax -
exempt obligation that is not a private activity
bend (see below) is a tax-exempt governmental
obligation. Thi' includes a bead issued by a
qualified volunteer fire department under section
150(e).
Private activity bond. This Includes an
obligation issued as pert of en issue of which:
• More than 10% of the proceeds are to be
used for any private business use,
and
Form 903$.QC (Rev. 5-99)
** TOTAL PAGE. 15 **