1993-083-RES WHEREAS, the City Council of the City of Paris, did receive bids for the lease purchase of new vehicles
RESOLUTION NO.
93-083
WHEREAS, the City Council of the City of Paris, did
receive bids for the lease purchase of new vehicles through
May 31, 1992, which bids were received until 3:00 o'clock
P.M., Tuesday, August 3, 1993; and,
WHEREAS, the best bid for the leasing of said vehicles
was made by Kosterman Motor Company and it should be awarded
such bid; and,
WHEREAS, the form of Lease Purchase Agreement for such
new vehicles is attached hereto as Exhibit B, should be
approved, and the City Manager, should be authorized to
execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the bid outlined on the Bid Form of Kosterman
Motor Company, attached hereto as Exhibit A, for the
Lease Purchase of new vehicles is hereby accepted and let
conditioned upon said dealer meeting all of the terms and
conditions included in the bid documents; and,
BE IT FURTHER RESOLVED, that the form of Lease Purchase
Agreement attached hereto as Exhibit B, be, and the same is
hereby approved, and that the Ci ty Manager of the City of
Paris, Michael E. Malone, be, and he is hereby authorized and
directed to execute on behalf of the City of Paris the Lease
Purchase Agreement with Kosterman Motor Company, for the
lease purchase of new vehicles, upon the terms and conditions
and in the form shown in Exhibit B attached hereto.
Passed and adopted this 12th day of August, 1991.
~~~
G rge isi7e'r, Mayor
ATTEST:
,
Mattie Cunningham, City
APPROVED AS T FORM:
c4~~
/
BID FORM
TO:
HONORABLE MAYOR AND CITY COUNCIL
/{/)'<)TClek/P./ A--M {J."",/.34AJiI
Name of Bidder
FROM:
m. (?bf.<'i!j/!p, ~.
Address
~fI's ,T3< '/57'6"0
I (We) hereby submit the following bid in accordance with the attached
specifications for the lease of used vehicles to the City of Paris.
Monthly rate per vehicle based on $l.O~purchase option
of 36 months. FI.'){") oSI~ ~N:~6 "f? ~"'9~""l>
~ Ltr:xJ.#JiIw,q" fl/i<e~..;fq:;q,;;J,...,..1'lO
~ /::J~ 7-,'23'9,-~
S~gnature of Bidder Date of Bid Submitted
at end
(Describe any deviation from the prepared specifications).
1. 1f..),)I1 }E
2.1JtMJl:
A(, Ie.: T:lete wjJ Ix q iJ .3DC/~ Au.,e-.k-7 4e 41' ~
fokl ~.scv-h(:).,. (:,0+ r" un; r-) Hit! C'"-a.-, ~e.
fk'V-& UfJ 4.f c>(' ~7 6e 4~hc.ed -+0 1:1O"dl..se
.Me ~~ff,e,,1- s~4.f-4.
./
RECEiVED
r~lG i, 1993
.. -- r~,..."tr7:1
l'I'T'V ,. ...\~ _".,
v.........c.....-
P. .." 1::":;;05
J;..._oJ,
EXHIBII A
,
!
-,..
SPECIFICATION FOR LEASE/pURCHASE VEHICLES
VEHICLE ONE
Flsl 4X2 Supercab Pickup/139 or ~quivalent
Preferred Equipment Package:
XLT Trim
SPD Control/Tilt Steering Wheel
Air Conditioning
AM/FM Elect Stereo/Cass/Clock
Light , Convenience Group
Power Door Locks/Windows
s.OL EFI v-a Engine
Electronic 4 SPD Auto Trans
P23s/7sRXlsXL WSW All Season
3.55 Ratio Regular Axle
201 '1 p/L laaO/GVWR 6050 LBS
Front License Plate Bracket
Forged Aluminum Wheels
Chrome Rear Step Bumper
Cloth Captain's Chairs
VEHICLE TIlO
1993 Crown Victoria or Equivalent
Preferred Equipment Package.122P:
Speed Control
Fleet E~ipment Group
Rear Window Defroster
Power Lock Group
4.6L OHC SEFI va Engine
Electronic Auto OlD Trans
P22s/70HRXls BSW Tires
Traction-LOK Axle
Front License Plate Bracket
Cloth Front/Vinyl Rear Seats
Special Order S2 0402
Lamp Map
Coding weight adjustment
Aircraft Type Hose Clamps
Decklid release relocated
Courtesy Switches inoperative
6 inch Halogen Spot lamp
; .
.'
AUG 6 '93 16:45
FROM COMM LNDG-MUNICIPAL~2
PHGE.003
~
FORO MOTOR CREOIT COMPANY
n. ..; EQUIPMENT LEASE-f'URCHASE AGREEMt;.>IT
Lease No.
Lessee: SAMPLE DOCUMENTS ONLY
Lessor agrees to lease to Lessll8 and Lessee agrllllS to IlIasll from,
l.essor thJ !:quipment described in any Schedule A now or hereafter
anach&<! hereto ("Equlpmllnl1ln accordance with the following terms
and condillons of this Laese-purehase Agreement rl.easej.
I. TERM. This Lease will become effective upOn the execution
hereof by l.esSOf. The term of Ihis LellS8 will commence on the date
the Equipment is accepted pursuant to Section 3 hereunder and,
unlsss earlier lenninllted as expressly provided for in this Lease, will
continue until \he expiration date (the 'Expiration Date') set forth In
Schedule A attached ,hereto (the 'Lease Term').
"ki:_"i.
c- ;':' i.~: '. '
2. RENl'. ~El agrees to pay to Lessor or its assignee the
l.ease Payments, IncJuding the interest portion, equal to the amounts
specifled in SchilduleA.- 'The Lease Payments will be payable w~hout
notice or'demantt"at the ofltce of' Lessor (or such other place as
Lessor or lis ilsS/gnee may !rom time to time designate in wrftlng),
and will corivnenceon the first LeN<l Payment Date.as set forth in
Schedule A end thereafter On the subsequent detis set forth in
Schedule ^'~ payments received Jater than ten (10) days from the
due date will bear Interest Blthe highest lawful rate from the due date.
Except as specifically provided In Section, ~ ,hereof, the obligation of
Lessee to make the Lease P;lYments hereunder and pelform all of its
other ob&gatlons hereunder will be absolule and uncondftional in all
events and will not be subject to any setoff, defense, counterclaim, or
recoupment for any reason whatsoever including, without limitation,
any failure of the Equipment to be'delivered or Installed, any defects,
malfunctions, breakdowns or inlirmftles In the Equipment or arry
acciden~ condemnation or unforeseen circumstances. Lessee
reasonably believes that funds can be obtalnlld sufficient to make all
Lease Payments during the Lease Term. It is Lessee's Intent to make
Lease Payments for the full Lease Term if funds are iegally available
1 herelor and in th8l regard Lessee represents that the use of the
"quipment is essential I~ fts proper, efficient and economic operation.
LeSSO( and Lessee understand and intend that the obligation of
Lessee to pay Lease Payments hereunder sheli constftute a current
expense 01 Lessee and shall nOl In any way be construed to be a
debl of Lessee in contravention of any applicable constnutionaJ or
5lalUlOl}' limnatlon or requirement concerning the creation of indebt-
Gdness 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
:equeslS, Lessor; will cause the Equipment to be delivered to Lassee
:,1 the location speclfled In Schedule A iEquipment Location').
'.essee wiU pay all transportation and other costs, if any, Incurred in
:onnection wfth thi delivery and installation of the EqUipment.
'.essee Wi" accept the Equipment as soon as ft has bllen delivered
-.nd is operational. LGSSee will 8IIldence tts' acceptance of lhe
Equipmint by executing and delivering to Lessor a Delivery and
Acceptllnce Certificate ~n the form provided by Lessor) wfthln three
days 01 delivery of thi Equipment,
4. DlSClAlMER OF WARRANTIES. LGSSee acknowledges and
"grees that the Equipment is of a size, design and capacity seleded
:'y Lessee, 1hat L&$$Or is neither a manufacturer nor a vendor of such
','quipmem, thai LESSOR LEASES AND LESSEE TAKES THE EQUIP-
'u....e2:l. ISl93.Tc_ ~~"'4yNOrbr.utoAd
EXHIBIT 8
..,It....
Lessor: Ford Molar Credft Company
P. O. Box 1739
Dearborn, MI 48121-1739
MENT AND EACH PART THEREOF 'AS.IS' ANOTHAT LESSOR HAS
NOT MADE. AND DOES NOT HEREBY MAKE, AN'( REPRESENTA-
TION, WARRANTY. OR COVENANT, EXPRESS OR IMPLIED, WITH
RESPECT TO THE MERCHANTABILITY, CONDmON, QUALITY,
DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUIT-
ABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR
IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF
LESSEE, OR AS TO THE ABSENCE OF LATENT OR OTHER DE.
FECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE
ABSENCE OF ANY INFRiNGEMENT OF At-fY PATENT, TRADEMAA
OR COPYRIGHT, OR AS TO At-fY OBLIGATION BASED ON STRICT
LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRAN.
TY, 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 !:vent of
Defaun 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
fumlshed in connedion wnh. such warranties at Lessee's expense.
Lessee's sole remedy for the breach of any such manufacturer's
warranty shall be against the manufadurer of the Equipment, and nol
against Lessor. Lessee expressly acknowledges lhat Lessor makes,
and has made, no representations or warranties whatsoever as to the
existence or the availability of such warranties of the manufadurer of
the Equipment.
.)
5. RETURN OF EQUIPMENT. Unless Lessee shall have exer.
cised as purchase option as prOVided in Section 20 hereof, upon the
expirallon or earlier termination of this Lease pursuant to the terms
hereof, Lessee shall, at as sole expense but at L.esso(s option, return
the Equipment to Lessor packed for shipmeN in accordance wfth
manufacturer's spec~ications and freight prepaid and Insured to any
location In the conlinental Untted States designated by Lessor.
6. NON-APPROPRIATlON OF FUNDS. NoIwilhstanding anything
containea in this Lease to the contrary, in the event no funds or
insufficient funds are appropriated and budg8l8d or are otherwise
unavailable In arry fIScal pertod for Lease Payments due under this
Lease, Lessee will immediately notify Lessor or its assignee in wrtting
of such occurrence and this Lease shall terminale on the last day of
the fiscal period for which appropriations hlmI been received or
made wfthout penalty or expense to Lessee, except as to (Q the
portions of Lease Payments herein agreed upOllIor which funds shall
have been appropriated and budgeted or are OIl1erwise available and
(10 Lessee's other obligations and liabilitiEls under this Lease relating
to, or accruing or arising prior to, such terminalion. In the lIVent of
such termination, Lessee agrees to peaceably surrender possession
of the Equipment to Lessor or tts essignee 01\ the d$le of such
termination in the manner sat forth in Section 5 hereof and Lessor will
have all legal and equftable rights and remedies to take poss85Sion
of the Equipment Notwtthstanding the foregoing, Lessee agree. (Q
AUG 6 '93 16:46
FROM COMM LNDG-MUNICIPAL~2
PHGE.004
"at ~ will not cancel this Lease and this Lease shall not terminate
; nder Ihe provisions of this Section if any fur Ie appropriated to
t, or by tt, for the. acquisition, r9l9ntion or open..,Jn of the Equipment
,r other equipment or services performing functions similar to the
onctlons of Ihe. Equipment foe Ihe flSC8i period In which such termi-
"lion would have otherwise occurred or for the next succeeding
',scal perfod, and (i~ that ft will not during the Lease Term give priority
n the application of funds to any other functionally similar equipment
x to sGrvices pelforming functions similar to the functions of the
~ quipment. This section will not be construed so as to permit
'..eS$$8 t~. terminate tn's L.ease in order to purchase, lei:iS~, r~l'It 01 "
,)therwise' acquire the use of any other equipment or services per"
'orming functions $imilar to the functions of the Equipment.
7. REPRESENTATIONS. COVENANTS AND WARAANllES.
'-"SS99 r9pr9S9ntS, covenants and WllITllntll Ill'. nf IhA c1Il1A hAraof and
rt all times during the Lease Term that: (i) Lessee is a state or a fully
constiIuted porllical subdivision thereof, or ~s obligations hereunder
Gonstitute obligations issued on behalf of a state or a polftical subdivi-
3ion thereof, such that IIny interest derived under this Lease will
",uallfy for exe'(l1plkin from Federal income taxes under section 103 of
:he InlemaJ.RevenIJe COde,of 1986, as amended '(the 'Code"), and
:hat ft will do or ciluse to be done all things necessary to preserve
OJ'ldkeep in tun rQlCe lInd aItect (a) Its .."M.."".. ..,,0.1 (u) lIlis L~ase;
:'~ the execuilon;:cisliwry' and performance by th.. Lsssee of this
ease and all docUments 9JCeCuted in connection herew~h, Including,
,'l1tnoUl IImrtilliorl, Sehedule A hereto and the Delivery anu A""eIJ-
';mc~ t;enl!lClIle rtferred to iA Section .'l horrof (It". I ~.n."" tuuHllIH'
v~h all such.documents $hall be collectively referred to herein as the
'i. ease Documents") have been duly authorized by all necesS8JY
,ction on the part of the Lessee; QIO the Leas.. Documel'\1S each
:vnstiWte a lega~ valid and binding obligation of the LeQOee enforoe
ble in ;lc::cordance wfth Iheir respectlve terms; Qv) no govemmental '
orders, permissions, consents, approvals or authorizations are
'Jquired to ,be obtalned and no regi$trations or declara~ons are
'qulred to be me<! In connet:llur.-wIUrllle "",wvulR:.'l ~1d delivory of
ne Lease LJocumernS; (v) Lessee has sulIlclenl apP'''pll..lI"". '"
!ther funda lIvailable to pay all Lease Paymenls and other amounts
Jue hereunder for the current fiscal period; (vi) the use of the Equip-
'lent by Lessee is essential to and will be limned to the performance
'y Lessee of one or more governmental funcllons of Lessee consis-
"nt with the permiS$ibl. SCOpe of Le80ee'o authority; (vii) no portion
'I the Equipment wl.ll !Je used directly or indirectly in any trade or
'uslness carried on by'arry person <>III.., tll"" L....e..' ..'10.1 (.i'~ ,1':'
,':'IliM cr the Equipment will be u:sed by an organizallon described
, section 501 (c) (3) of Ihe Code and rIX) this Lease does not
v, ",lilulu "" ",uilo_9'" (llJli(jAli011 within the mellning of ~ion 146 of
"e Code and Is not federally guaranteed w~hin the meaning of
,ectlon t49(b) of th.. Cod... t.esse9~ha"deliv..rtoLessoranopinlon
)1 Lessee's counsel in form and substance as set forth in the form of
-'pinion of counsel altachedheteto or otherwis.. acceptable to
essor, dated the date of acceptance of the Equipment pursuanl to
:ection 3 hereof. In the event that 1I question arises as to LesseEl'S
]ualificllion at a poIfticaf iubcflVlsion, l.e.vP AQrppq In PYPr.lrtA ft
XJWer of attorney authorizing l.es$ot' to make application to the
llernal Revenue Servloe for a latter ruling with respect 10 the issue.
8. TITLE TO EQUIPMENT: secuRITY INTEREST. Upon acces>-
"nco 01 tho Equlpmont by LOf~ hArAlInc1Ar, IftlA to the Equipment
'Iiil vest In Lessee subject to LeSSor's ~ghls under this Lease;
:"evided, however, that (~ In the ..-ent of termination of this Lease
:!Vr$vMt tQ Sectloo ~ hvreo!, 00 vpon the occurrence of an Event of
Jefautt hereunder, and es long as such Event of oefau~ is continu-
:"9, or Oil) in the tv.nt that the purchese option h;lo not been exer
~';;,d p.'.o..to th" Elq);(AI,OI' Dale, tftl. will Immediately veSlln Lo...,or
or as assignee without IIny action by LesseEl and Lessee shail
immediately surrender possession of the Equlpmenllo Lessor or a.
."....?". '~.....T_... Pf...........-..titiom:_NOThoIoUV(t
assignee in the manner set forth in Section 5 hereof. In order to
secure all of ~s obli! ns hereunder, Lessee hereby (Q grants to
Lessor a fir$! and prio. ~ecurity interest in any and all righ~ title and
interest of Lessee in the Equipment including but not limited to
computer programs and computer documentation, ii any, relating to
the Equipment and in ail addftions, attachments, accessions. and
substitutions thereto, and on any proceeds therefrom, QQ agrees that
this Lease may be filed as a financing statement evidencing such
security interest, and (ilQ agrees to execute and deliver all financing
statements, certificates of tftle and other instrumenfs in form satisfac.
l,,,y 10 LaMc,' "ecessary or appropriate to evidence $ueh $ecurtty
" interest.
9. USE; REPAIRS. Lessee wiil use the Equipment in a careful
manner for the use contemplated by th.. manufacturer of the Equip.
ment Lessee shall comply wnh ilil IlIm. QrQinill1m, imvrlln<;v
policies and regulations relating to the possession, use, operation or
maintenance of the Equipment Lessee, at its expense, wlll keep the
Equipment in good working order and repair and tumish all parts,
mechanisms and devices required therefor, '
~
10. ALTERAllONS. Lessee will not make arl)' alterations, add~ions
'or improvements to ,the Equipment without Lessor's prior written
consent unle$$ such lliterBlions, additions Of improvement3 may be
readily removed without damage to the Equipment
11. LOCAilON; INSPECilON. The Equipmentwilt not be removed
'1"01"1 01', il lhe Equipment con$i$t$ of rolling $I0<;:K, ft$ permanent base
will not be changed from the Equipment Location wfthout Lesso~s
prior written consent which will not be unreasonably wfthheld. Lessor
will be entftled to enter upon the Equipment Location or elsewhere
during ro:uonsble business hours to Insp9Ct the Equipment or
observe Its use and operation,
12. UENS,AND TAXES. Lessee shalt keep the Equipment freEl and
clesr of slI levill9, lIen~ cnd onCiJmbranc~ C'Xccpl thoc.c cn~'..lIcd
u,ld~,' thif, LeaM. Le$$ee snail ptrj, when due, 811 cherges and taxes
(local, state and federaO which may now 0( hereafter be imposed
upon the ownership. ieasing, rental. sale, purchase, possession or
use of the Equipment, excluding however, all taxes on or measured
by Lessor's in~ome, If Lessee fails to pay said charges. or \aJ(es
when due, Lessor may, bl.>'\ need not, pay said charges or taxes and,
In such evenl, Lessee shall reimburse Lessor therefor on demand,
w~h interest at the meo<imum rate permitted by law from the d:lte of
cuch p::lyment by Leeser to the date of reimbursement by Lossoo.
111 AWJ{ OF I os...; rlllMAGE; DESTRuCTION. L9iSee iiiumoi
all risk' of loss of or damage to the Equipment from any cause
whatsoever, and no such loss or or damage to the Equipment nor
dlllect therein nor unfitness or obsolesc..nce thereoi shall relieve
Less.... of the obligation to make Leas.. Payments or to perform any
other obligation under Ihis Lease. In the event of damage to any hem
of Equipment, L..ssee will immediately place the sam.. in good repair
with thll rrnr.eed:I of any insurllflce recovery OIPPliW 19 Ipe cost of
such repair. If Lessor determines lhat any ~em of Equipment is lost,
stolen, destroyed or damaged beyond repair. Lessee. at the option of
Lessor, will efther (a) replace the same wfth like equipment in good
, repair, or (b) on the next Lease Payment Date, pay Lessor: (i) all
amo\lnt:;; IhAn nwAd by I.essee to Lessor under this L_;-incIuding
the Lease payment due on such date, and (i~ an amount equal to the
applicable Concluding payment set forth In Schedule A opposhe
such Leese Payment Date. In the event that Lessee Is obligated to
make such paymenl pursuant to subparagraph (b) above With
respect 10 llliS than all of the Equipment, LfOL'Wlf wiR provide Lessee
wilh tho pro r31.. ..mount of th.. Lease paymMlllnd th" roMnluding
paymenlto be mad.. by Lessee wfth respect to the Equipment which
has suffered the event of loss.
AUG 6 '93 16:47
FROM COMM LNDG-MUNICIPALU2
PAGE.005
14. PERSONAL PROPEffIY. The Equipme"l is and wiil remain
personalpropeJty and wUI nOl be deemed to I iixed or attached to
reel BGlClo or :lnY building thoroon. II requ..l.d uy L.~~ur, L.....ee
will, at Lessee's 8l<pense, lurnlsh a waiver of any interest In the
Equipment from any party h>lvin!) ..n IntAfest in any such real estate
or buUdlng,
1:>. INSURANCE Lessee, will, at Its eXfJfdl~1 II)ail',ldill at ~II tilllllt::;
during 111.. I MY. Term, fire and mended coverage, public liability
and property damage insurance with respect to the Equipment in,
su~h aIIl<'Unts, c:overlng such rleks. and with nlloh Inr.llmm :l!: r.h.11/
be satlsf'actoryto Lessor. Of, whll LW:SU"l;I tJtM' wdUl!tt"l \7;0I~1:!:1"ll, may
setf.lnsur9 against any or all ~h litik~. In flv fdV..'ll will tl'le il"l!tUI'.
ance limlls be lesS than the amount olth& than applicable Conclud-
ing Payment wnh respect to such Equipmllnl. Each Insurance policy
will name Le~_ a5 an Insun;>d and I AA.~nr .... n~ Al\.~lon~ a.q An
add~lonal Insured, ",Kl will """L,," .. ul<nm6 ,-~u;";'1g the ;,-'5urer to
give Lessor or tts assigns alleast thirty (30) days prior written notice
of any atteration In the terms of such policy or the cancellation
thereof. The proceeds of any such policies will be payable to Lessee
and Lessor or hs assigns ...~ Ih..I, 1"I..r~_~1H "'''Y ..we",. UjXJll
ac~eptance of the Equipment and upon each insurance renewal dste,
Lessee will 'deliver to Lessor a certificate evidencing such insurance.
In the &Vent thai Lesseehas been permitted to se~-Insure, Lessee will
fumish Lessor willi .. ,1_ at certifICate to such effect. In the event
of rmj loss, damage, Injury or accident Involving the Equipment,
Lesses will promptly provide L9S$OI' with written notice thereof and
make available to Lessor an Information and documentation relating
thereto and,-shllll perm~ Lessor to portioi~o ~nd cooper:l!e with
Lessee in making any claim for insurance in respect thereof.
~'. -
16. INDEMNlFICAllON. To the extent permitted by'law', Lessee
shall Indemnify Lessor against, and hold Lessor harmLess from, any
and all claims, actions, pr~ings, expenses, damages or liabilftieS,
including allomey's feeS and court costs, arising in connection wnh
the Cquipment, lnCIuding. but not' IImllw to, I\l; ~election, purchase,
delivery, InstaJla~'.'possesslon. use; UEJtlltl.tiorl, Il1j!A:liulI, vl'i'l!:lul'll
and the recavery of' claims under Insurance poliCies thereon. The
Inoemnl!lCallOn provicled under this Section shall continue In tull fUIU"
,nd effect noiwithstandlng the full payment of all obligations under
thiS Le~ or the .18rmlnalion 01 the Lease Tetm for any reason.
17. ASSlGNi.lENT~ WIIhout LllS$or'a priOt written consent, Lessee
will not enher (i) assig'n, transfer, pledge, hypothecate, grant any
securny Interes! in or otherwise dispose 01 this Lease or t/o" E4UIf'-
ment or any interest In this Lease or the Equipment 0( (iQ sublet or
lend the Equipment or permil n to be used by anyone other than
Lessee or Lessee's employees. Lessor may assign tts rigtrts, title
,nd interest in and.to this Le~, the.Equipment and arry documert!$
executed wtth reSpeclto this Lease and/O( grant or assign a security
,nterest in thl5 LaMe and Ihe Cquipment, in whole or in pOJ1, sod
Lessee's rights will be subordinated thereto. Any such assLgnees
shall have all 01 the rights of Lessor under this Lease. Subject to the
foregoing, this Lease inures to,the benefrt of and Is binding upon the
'Uu,655<>r5 6l~d aMlgns cfthe parties M/C10, Lcoooo covon:mtc ,nd
"grees not to assen against the assignee any claims or defenses by
way or l:::lUaItmlttrn, ~UII, WUlllldll.:tallII. ItA,UV)JIIl~lll VI Urer m~o nl,I"I,
Lessee may have ..gainst Lessor. . Upon assignment of Lessor's
interests herein, Lessor will cause written notice 01 such assignment
to be sent to Lessee which will be sufficient n n discloses the name
of thll assignee and addlll5ll to which further payment~ hAr~unnAr
-,hould be made, No further action will be required by Lessor or by
: ess&e to evidence the assignment, but Lessee wiil acknowledge
:ouch assignments In wrning n so requested. Lesses shall retain all
"olices of assignment and maintain a book-entry record (as referred
to in Section 21) which identifies each owner of Lessor'S'intereslln
the Lease. Upon Lessee's receipt of written notice ot Lessor's
J..I"4'?"'; .{)':I"T~ ~O'y;~i'!!rw>o;.....,...f'tIOT~",-.I
assignment of all 0' -~y part of its interest in the Lease. Lessee
agrees to altorn to a, acognize any such assignee as the owner of
L.....ur.~ illl~re,5t in thi.~ U;o",,~e, ",nd L_MPe ,~hallthe..~altt1',""k. .0<.:11
payments, including without)imitation such Lease Payments, as are
indicated in the nofi~e of 8S$ignment, to such l\S$ignee,
18, EVENT OF DEFAULr. The term "Event 01 Defaull,' as used
I n!,,'ei,\ ,11ea,',5 the occurrence of anyone or more of the r.:.llvw;UIi
eve",$; (i) L~ jails to make any Lease P~ (or any other
payment) as tt becomes due in accordan~e wnh the terms of this
1001:0, 3l1d :any Euch failure continues lOr ten (10) daYE ~"or tho nuo
./ date thereof; (ii) LG$$&8 fails to perform or OO$erv; ~rTf other cove-
nant, eondttion, or agrHn'lent to be performed or observed by it
hereunder and such failure is nof cured wilhin twenty (20) days after
written nofice theraof by Lessor; (iiQ the discovery by Lessor thst any
statement, representation, or warranty made by Lessee in this Lease
or in eny writing ever delivered by Lessee PUfSU81lI hereto or in
connection herewnh was false, misleading, or erroneous in any
msterlal raspeCl; (iv) Lessee becomes inSOlvent, or is unable to pay
its debts as they become due, or makes an assignment for the
benefit 01 r;;rwttor~, applies or eonsen13 10 Ihe appointment of .
receiver, trustee, conservator or liquidator of Lessee or of any of ns
assets, or a petition for reliel Is flied by Lessee under rmj bankruptcy.
insolvency. reorganization or similar laws, or a petttion in, or a
proceeding under, any bankruptcy, insolvency, reorganlZat!on or
similar laws is filed or instituted against Lessee and is nol 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
pGrforn'l or obselVe any covenant, condition, or agreement to be
performed by tt under any other agreement or obligation wtth Lessor
or an affiliate of Lessor and any applicable grace period or notice
wnh respect thereto shall have elapsed or been given; or (vij an
attachment, levy or execution is threatened or levied upon or against
the Equipm.~nt.
19. REMEDIES. Upon the occurrence of an Event of Default, and
as long as such Event of Defeua is conlinuing. Lessor, mey, at its
option, exercise anyone or more of the following remedies: (Q by
wriltel",uliw lu Le.~~e, dacla,'s an an10unt equal to all amounts then
due under the Lease, and all remaining Lease Paymentsldue during
the fiscal year of Lessee in which the defaull occurs to be immediate-
ly du" a.1d ~ayabl.., whereupon the ""me shall boeome immediately
due and payable; (iQ by written nOlice to Lessee, request Lessee to
(and Lessee agrees that n will), at Lessee's expense, prompUy return
1I1IlECJuipl'~irl'lt to Lessor in the manner set forth in Gection 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) seil or lease the Equipment or sublease iI for the
account of Lessee, hoiding Lessee liable for all Lease payments and
other payments due to the effective date of such selling, leasing or
subleasing and for the difference belW!'en the pUI('.Msa-prir:P.. rAntAI
and other amounts paid by the purchaser, iessee or sublessee
pursuant to such sale, lease or sublease and the amounts otherwise
payable by Lessee hereunder; and (iv) exercise any other right,
romedy or priviLll(Je whirh mAy hi' ilVilililhlA In tt IInnt'll' Rnplir.iltlle
iaws of the stale where the Equipment Is then located or any other
~......I;u.l!.I~ 1.1.. u ~'ee..tI "I ..,.,./op/iato oourt aolion to onforco tho
terms of this Leas.. or to recover damages for the breach 01 this
Lease or to rescind this Lease as to any or all of the equllJ'l1ent In
addilion, Lessee will remain liable for all covenants and Indemnnles
under this Lease and for all legal fees and other costs and expenses,
including court costs, incurred by Lessor with respect to the enforce-
ment of any of th.. remedies listed above or 81'r/ other remedy
available to Lessor.
20. PURCHASE OPllON. Upon thirty (30) days prior written notice
from Lessee to Lessor, and provided that there is no Event of Default,
AUG 6 '93 16:48 FROM COMM LNDG-MUNICIPAL~2 PAGE.006
or an lJVOf'I\ which with notice or lapse of time, or' '1'1, could beCOme 22. NOllCES, All r . -...s to be given under this Lease SIlaII be
,In Event of Delautt, then existing, Lessee w. ~e the right to made in wrning and m, j by cert~ied mail, return receipt requested.
purcl1llS8 the Equipment on arry Lease payment date set forth in to the other party at ~s address set fonh herein or at such address a:s
Schedule A llerVlo by paying to Lessor, on such date, the Lease the party may provide in wrlling from time to time. Arri such notice
Payment then dUe together with the Concluding Payment amount set shall be deemed to have been received five days' subsequent to
forth in Schedule A opposne such dale. Upon satisfaction by LeS$ge mailing.
of such purchase condllions, Lessor wiD transfer atr1 and all of its
righi, title and inteteSl In the Equipmenlto Lessee as is, wllhoul
warranty, ,express or implied, excepllGSSOr win warrant that the
Equipment is free and clear of atr'f liens created by Lessor,
.,
21. TAX ASSUMPTION: COVENANTS. ll1e'parties assume that
lessor can exclude from Federal gross Income the interest portion of
"~cl. L.1s$6 Payment set forth itI Schedule A under tho oolumn
e&ptioned 'Interlllll PQt1ion.'
lessee covenants that tt will (i) register this Lease and transfers
thereof In acc:ordanCe with section 149(a) of the Code and the
regulations thereurider, QQ timely file a stalement with respect to this
Lease in the requirSd form in,ac;eordance with section 149(e) of the
Code, (ii9 nol permtt the property financed by this Lease to be
directly or Indirectly used for a private business use wllhln the mean-
ing of sectiqn141'ofthe COde, (Iv) noItake any lICliOn which resuns,
directly or indirectJy. In the Interest portion of any Lease-Payment not
being excludable fr!,m Federal gross Income pursuant to section 103
of the Code and:M1I take any reasonable action necessary to prevent
such resun, and (v). not take any actIOn which rll$UitS In this Lease
becoming, and will take any reasonabklllC:llon to prevent this Lease
trom oecom.ng (1lJ' an arbitritge obllgatlon w1thln ti.I< . ""'" ,illY \.If
section 148 of the Code or (b) federally guaranteed wnhin the mean.
ing 01 section 149 of the Code. Notwil/1$landlng the earlier termina-
tion or expirlllion of, this Leese, the obllgatiQrtC provIdod for in this
Section 21 shall suNiVe such earlier termli1atiOn O( expiration. '
-- ------------------------
23. SECTlON HEADINGS, All section headings contained herein
are for the convenience of reference only and are not intended to
define or Iimll the scope of any provision of this Lease.
/
24. GOVERNING IJI\W. This I.ea.e shall be constnJed in accor-
dance with, and governed by. the laws of the stale of the Equipment
Location.
25. DEUVERY OF RELATED DOCUMENTS. Lessee will execute or
provide, as requested by Lessor, such other documents and informa-
tion as are reasonably necessary with respect to the transaction
contemplated by this Lease.
26. ENTIRE AGREEMENT; wAIVER. The Lease Documents
const~ule the emlre agreement between the parties wllh respect to
the lease of the Equipment, and this Lease shall not be modified,
amended, anered. or changed except wnh the written consent of
Lessee and Lessor. Any provision of this Lease found to be proIllbll-
ed by law shall be ineffective to the exteot' of such prohibllion wllhoUl
invalidating the remainder of this Lease. The waiver by Lessor of any
blotlach by Lessee of any term. eovenant Of cond~ion hereof shall not
ope rete as a waiver of any subsequent breach thereof.
,1993
IN WITNESS WHEREOF, the parties have executed this 'Agreement as of the day of
Less...: SAMPLE DOCUMENTS ONLY
By:
Trtle:
'~.:'~ .
Lessor: Fold Molar Cr1ldlt Company
~
By:
K A (:aIlsoo
Manager, Marketing and $aleS
Tille:
OPINION OF COUNSEL
Wllhf9$pect to that certain Equipment Lease-Purcrn.se Agreement ('Lease') dated , 1993 by and between Lessor and Lessee,
I am of the opiniO(l thai: (i)-Lessee'is a tax exempt entity under Section 103 of the Internal Revenue Code of 1966, as amended; (i) the
execution, derlV8lY:and P!'rformance by Lessee of the Lease have been duly authorfzed by all necessary action on lbe part of Lessee; (lia) the
Lease constllultls l! legal, valid and binding obligation of Lessee enforceable in aocordance wtth liS terms and all statements contained in the
Lease and all related 1n6lruments are true; (IV) the UnWorm Commercial Code of the state where the Equipment is located and/or the certificate
or title laWS 01 $Uc!'t'StatewlII govern the method of perfecting lessor's security Interest in the Equipment; (v) there are no suns; proceecrmgs
or inveostlgallons peildif1g or, to my knowledge, threatened against or affecting Lessee, at law or In equity, or before or by any governmental or
aominlstrlllive agency or InsIlVmenta1lly which, W adversely determined, would have a material adverse effect on the transaction contemplated
in the Le_ or,the ability of Lessee to perform itS obligations under the Lease and Lessee Is not in defau~ under any material QbIigalion for the
paymunt of borrowed money, for thll deferred purchase price of property or for the payment of any rent under any lease agreement which either
Inoividually or In the aggregate woUld hl!Ve the same such effect; and (vi) all ~uired public bidding procedures regarding the awP.td of the
lease have been followed I:1f Lessee and no governmental orders, permissions, consents, approvals or euthorizations are requir8d to be
obtained and no registrations or declarations are required to be filed in connection wllh the execution and delivery of the Lease.
.
Attorney for I.easee
_ ::-.f-,-~" ~_~, ~~_=-:!:..:~ ~-"-:!"_~~ ~'! ~~~... ~ t'!.c~
---------------------------------- ------- -----
RUG 6 '93 16:49
FROM COMM LNDG-MUNICIPAL~2
1\IVIL..I"IIL.lIVtL.I" ,
PAGE.007
lhe certain Equipment Lease-Purchase Agreement by and between Ford Motor Credit
COmpany ("Lessor") and ("Lessee"), dated as of*' . . 1993
(the "Lease") Is hereby amended as follows:
";1
.'.~~:;.
f~)i"";
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:L'Hi ,e parties assume and intend that this Agreement will qualify as a "qualified
,.,,11'.1 ' ,exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code.
,?f,f.f, :, ;In 'the event that Lessor, tis assignees or sub-assignees either (i) receive notice
, ..~;1;p~:~~:;"..tf;1from the,lntemal Revenue Service; or (Ii) reasonably determines, based on an
'-'-:.':', ...,.~;" :"opinlon of independent tax counsel selected by Lessor and approved by
, '. " ,,/,,' Lessee, which approval Lessee shall not unreasonably withhold; that the
" ' . '<!' ,oth~rwlse applicable exception set forth in Section 265(b)(3) of the Code is not
~:::;"avallable, then Lessee shall pay Lessor, Its assignees or sub-assignees, as the
'l-zc1C:':};~H;;case may be, within thirty (30) days after receiving notice from Lessor of such
,'/, , \',!,' determlnatlon,Jhe amount "YhICh, with respect to rental payments previously
'paid, will restore the afteJ:-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.
A.. Lessee has not issued, and reasonably anticipates that it and its
subordinate entitles will not issue, tax-exempt obligations (Including this
Agreement) in the amount of more thaI) $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
,,>..suuordinate entities will not designate more than $10,000,000 of their
"'obligations as "qualified tax-exempt obligations" during the current
" endar year. '
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 day of
, .1993.
.'-{'
~
LESSEE: SAMPLE DOCUMENTS
, ONLY
LESSOR: Ford Motor Credit Company
By:
K A. Carlson
Manager, Marketing and Sales
,By:'
l1tIe: ,
l1tIe;
....
.
-------------------------------------------------------------~-----------------------------------------
RUG 6 '93 16:50
FROM COMM LNDG-MUNICIPRL#2
PAGE.008
, ,
Page 1
.,1...
,SCHEDULE A - EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease No.
This Equipment Schedule dated as .of /. /93, is being executed by Ford Motor
/
Credit Company ("Lessor"), and ("Lessee"),
as a supplement to, and is hereby attached to and made a part of that certain Equipment
Lease-Purchase Agreement dated as of / /93 ("Lease"), between Lessor and Lessee.
Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby
accepts ~dleases from Lessor under and pursuant to the Lease, subject to and upon the
terms and icondi tions set forth in the Lease and upon the terms set forth below, the
folloving'i,.~ems of Equipment:
:\:~r~f.~
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I'Q~ANTIT!::I' DESCRIPTION (MANUFi\CTURER, MODEL AND SERIAL NO.)
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II
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EQUIPMENT LOCATION:
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.Initial Term:
~onths
Commencement Date:
/ /93
:Periodic Rent: Consecutive Payments ~f $ each (including
intere.st), followed by one final payment of $, plus any and all
other payments due under this Lease-Purchase Agreement. The Periodic
Rent Payments also include 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:
LESSOR: PORD MOTOR CREDI.T COMPANY
BY:
BY:
.
., - - - - - ,- - - - - - - ~ ~ - - - -
AUG 6 '93 16:50
FROM COMM LNDG-MUNICIPAL~2
PAGE.009
schedUle A page 2
PayaIID t. Sc:blKlule Le.... lJ'Ud)er: I.. . 0
~..e Lea..
"yaeDe p.yweJ1t. Lea.. In teres t. prIDcIpal CODc1udi~
_er Date P~.Dt p."rUoD tortlOD hyaent
1 1 / 1 /1993 $0.00 ,$0.00 $0.00 $0.00
2 2 / 1 /1993 0.00 0.00 0.00 0.00
3 3 / 1 /1993 0.00 0.00 0.00 0.00
& 4 / 1 /1993 0.00 0.00 0.00 0.00
5 5 / 1 /1993 0.00 0.00 0.00 0.00
6 6 / 1 /1993 0.00 0.00 0.00 0.00
7 7 / 1 /1993 0.00 0.00 0.00 0.00
8 8 / 1 /1993 0.00 0.00 0.00 0.00
9 9 / 1 /1993 0.00 0.00 0.00 0,00
10 10 / 1 /lU3 0.00 0.00 0.00 0.00
11 11 / 1 /1993 0.00 0.00 0.00 0.00
12 12 / 1 /1993 0.00 0.00 0.00 0.00
,i}13.;i~". 1 / 1 /1994 0.00 0.00 0.00 0.00
" ,1( 2 / 1 /199& 0.00 0.00 0.00 0.00
. ;:15 3 / 1 /199& 0.00 O~OO 0.00 0.00 '
" ;'.15' & / 1 / 199& 0.00 0.00 0.00 0.00
:",'1'~ 5 / 1 /199& 0.00 0.00 0.00 0.00
'18 6 / 1 / 199& 0.00 0.00 0.00 0.00
19 , / ,1 / 1994 0.00 0.00 0.00 0.00
20 il / 1 /1994 0.00 0.00 0.00 0.00
.',;'n.~~',''';21. ' 9 / 1 / 1994 0.00 0.00 0.00 0.00
',;2~"t': '';'<;22~, 10 '/ 1 /1994 0.00 0.00 0.00 0.00
.' .~;, . ' /1994 0,,00 0.00 0.00 0.00
,'" " , 23 11 r 1
<:-::-1:'. ' %""&\2&'," 12 I 1 /1994 ,,0.00 0.00 0.00 0.00
'{~1.w::.:::,. f'I' / /1995 0.00 0.00 0.00 0.00
'.w:.,.""~25~~..'!<,,,- 1 1
"~>-""k-:~it . ''t\'~'~_'_:'' /1995 0.00 0.00 0.00 0.00
"':'~~t~~~:~~' ,~. ~ ~ /1995 0.00 0.00 0.00 0.00
'~28"", & /. 1 /1995 0.00 0.00 0.00 0.00
,i, ..r;;~12:;..,: ,/1995 0.00 0.00 ,0.00
."29'.'. 5 / 1 0.00
'!,;~:f30 tj~'~':' , I 1 /1995 0.00 0.00 0.00 0.00
';31 '/ 1 /1995 0.00 0.00 0.00 0.00
32, 8'/ 1 /1995 0.00 0.00 0.00 0.00
,'33 9 / 1 /1995 0.00 0.00 0.00 0.00 ~
3& 10 / 1 /1995 0.00 0.00 0.00 0.00
35 11 / 1 /1995 0.00 0.00 0.00 0.00
36 ;. 12 / 1 /1995 0.00 0.00 0.00 0.00
37' 1 / 1 /1996 0.00 0.00 0.00 0.00
38 2 / 1 / 1996 0.00 0.00 0.00 0.00
',39 3 / 1 /,1996 0.00 0.00 0.00 0.00
40 f / 1 /1996 0.00 0.00 0.00 0.00
&1 5 / 1 /1996 0;00 0.00. 0.00 0.00
U 6 / 1 /1996 0.00 0.00 0.00 0.00
'&3 -, / 1 /1996 0.00 0.00 0.00 0.00
ff 8 / 1 /1996 0.00 0.00, 0.00 0.00
45 9 / 1 /1996 0.00 0.00 0.00 0.00
U 10 / 1 /1996 0.00 0.00 0.00 0.00
47 11 / 1 /1996 0.00 0.00 0.00 0.00
48 12 / 1 /1"6 0.00 0.00 0.00 1.00'
'l'O'1'ALS 0.00 0.00 0.00
RUG 6 '93 16:51 FROM COMM LNDG-MUNICIPALn2
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, HI 48121
PAGE.010
."....
DELIVERY AND ACCEPT&~CE CERTIFICATE
;'-'rf";::"""':' ," '
The undersiin~d Lessee hereby acknowledges r.eceipt of the Equipment described below
("Equipment") a$ fully installed and in good w.orking condi tion; and Lessee hereby
accepts tbe Equipment after full 'inspection thereof as satisfactory for all purposes of
the Equipment Lease-Purchase Agreement ("Lease") executed by Lessee and Lessor.
I I
I " LEASE LEASE SCaEDULE A DELIVERY PURCHASE PURCHASE I
I DATE NUMBER DATE NUMBER DATE ORDER NO. I
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1 / .I 37580 .I /93 1 I
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EQUIPMENT INFORMATION
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DESCRIPTION (MANUFACTURER, HODEL AND SERIAL NO.)
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SUPPLIER
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,SAMPLE DOCUMENTS ONLY
LESSEE:
. ,
.,"
BY:
(TITLE)
DATE ACCEPTED:
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