HomeMy WebLinkAboutLEASE - PURCHASE AGREEMENT
LEASE-PURCHASE AGREEMENT NO.001-0567153-300
This LEASE-PURCHASE AGREEMENT ("Lease") is made and entered into as of April 12, 2010, by and between TCF
Equipment Finance, Inc., 11100 Wayzata Boulevard, Suite 801, Minnetonka, Minnesota 55305 (herein called "Lessor") and
City of Jeffersonville (IN), Jeffersonville City Hall, 500 Quartermaster Court, Suite 300, Jeffersonville, IN 47130, (herein
called "Lessee"), wherein it is agreed as follows:
1. LEASE OF PROPERTY. Subject to the terms and conditions hereof, Lessor agrees to lease to Lessee and
Lessee agrees to lease from Lessor all the property described on Exhibit A hereto. The items of property described in
Exhibit A, together with all replacement parts, repairs, additions and accessories incorporated therein or affixed thereto
shall herein collectively be called the "Property." Lessee authorizes Lessor to add to any Property description, or make
necessary corrections to, any serial numbers or other identification of the Property when known.
2. ACCEPTANCE; TERM. Lessee shall execute and deliver to Lessor a receipt certificate ("Receipt
Certificate") in the form attached hereto as Exhibit B, which shall indicate that the Property has been accepted for use
by Lessee and is satisfactory to Lessee for all purposes. This Lease will become effective upon the execution hereof by
Lessee and Lessor, and shall terminate upon payment by Lessee of the last Rental Payment required to be made by it in
accordance with Exhibit C thereto (the "Lease Term"), unless canceled or terminated earlier pursuant to Sections 5, 15 or
21 hereof.
3. RENT. Lessee agrees to pay to Lessor or its assignee the rental payments ("Rental Payments") in the
amounts and at the times as set forth in Exhibit C. A portion of each Rental Payment is paid as and represents the
payment of interest as set forth in Exhibit C. The Rental Payments will be payable for the Lease Term in dollars (U.S.),
without notice or demand at the office of Lessor (or such other place as Lessor or its assignee may designate from time to
time in writing). In the event any payment by Lessee hereunder is received by Lessor or its assignee later than ten (10)
days from the due date, Lessee shall pay Lessor on demand as a late charge, computed at the rate of five per cent (5%) per
annum of such overdue amount, limited, however, to the maximum amount allowed by law. EXCEPT AS
SPECIFICALLY PROVIDED IN SECTION 5 HEREOF, THE RENTAL PAYMENTS WILL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Lessor may terminate
this Lease at any time prior to receipt of Lessee's Receipt Certificate hereunder if Lessor determines in its sole discretion
that (i) any written representation made to it by Lessee proves to have been false or misleading in any material respect when
made, (ii) subsequent to the making of any such representation there has occurred a material change such that any such
representation as made is not true and correct, (iii) any event which would constitute a default under the Lease has
occurred, or (iv) there has been a substantial and material change in Lessee's financial condition or operations which has a
material adverse effect on Lessee's creditworthiness.
4. DELIVERY; PAYMENT OF PROPERTY COST; COSTS. The Property will be delivered to Lessee by the
supplier thereof (the "Vendor") at Lessee's address above or such other location specified in Exhibit A (the "Property
Location"). Lessee shall promptly pay all costs, charges, expenses and obligations of every kind and nature incurred by or
on behalf of Lessor regarding the importation, shipment, delivery, possession, use, lease, tax treatment, return,
repossession, storage and transfer of any item of Property. Upon Lessor's receipt of the Receipt Certificate for the Property
and any other documentation required by Lessor, Lessor will pay or cause to be paid the costs of such Property to the
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Vendor therefor. In addition, Lessee agrees to pay Lessor a fee, in an amount determined by Lessor, not to exceed the
maximum amount from time to time permitted by applicable law, for any check or automatic payment withdrawal request
that is returned to Lessor because of insufficient funds available in Lessee's account or a stop payment. If Lessor, in its
discretion, pays any tax, fee, charge or other amount described in this paragraph, Lessee shall reimburse Lessor therefor on
demand, together with Lessor's administrative and other costs of paying and invoicing such amounts and, if Lessee fails to
pay Lessor any such amount within ten (10) days of such demand, Lessee shall pay interest thereon until paid at the rate of
18% per annum or the maximum rate allowable by law, whichever is less.
5. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. This Lease shall not constitute an
indebtedness of Lessee within the meaning of any constitutional or statutory limitation on the manner, form, or amount of
indebtedness that may be incurred by Lessee. Lessee is a political subdivision or agency of the State of
with Lessee's fiscal yeaz ending on of each calendar year. If Lessee does not
appropriate sufficient funds to continue making the Rental Payments required under this Lease for any of Lessee's fiscal
years subsequent to the one in which the Lease is executed, then this Lease shall be terminated effective upon expiration of
the last fiscal year in which sufficient funds to pay Lessee's obligations under this Lease were appropriated by Lessee and
Lessee shall not, in this sole event, be obligated to make any further payments due beyond said fiscal year. Lessee warrants
that the necessary funds shall have been appropriated for all of the Rental Payments for Lessee's current fiscal year. Lessee
reasonably believes that funds can be obtained sufficient to make all Rental Payments during the Lease Term. The officer
of Lessee responsible for budget preparation will do all things lawfully within his/her power to obtain, maintain and
properly request and pursue .funds from which the Rental Payments may be made, including making provisions for such
payments to the extent necessazy in each budget submitted for the purpose of obtaining funding, using his/her 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. Lessee shall give Lessor immediate notice of Lessee's intent to
terminate this Lease under this Section 5, which notice shall contain the termination date (which shall be the end of the last
of Lessee's fiscal yeazs for which appropriations for the Rental Payments were made) (the "Termination Date") and Lessee
shall comply with the provisions of Section 22 of this Lease. In the event of an eazly termination of this Lease under this
Section, all obligations of Lessee to make Rental Payments which would otherwise be due hereunder after the Termination
Date shall cease.
6. LESSOR DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF, THE
ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE WITH RESPECT TO, OR ANY OTHER MATTER
CONCERNING, THE PROPERTY AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES OR ANY OTHER
WARRANTIES IMPLIED BY LAW. LESSOR MAKES NO WARRANTIES WITH RESPECT TO ANY PATENT,
COPYRIGHT, TRADEMARK, TRADE NAME OR TITLE RELATING TO THE PROPERTY OR LESSEE'S RIGHTS
TO ANY SUCH INTELLECTUAL PROPERTY. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE
AGAINST LESSOR FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY THE PROPERTY OR BY ANY
DEFECT THEREIN, OR BY THE USE OR MAINTENANCE OF, OR SERVICING OR ADJUSTMENT TO, THE
PROPERTY AND, AS TO LESSOR, LEASES THE PROPERTY AS-IS AND WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND. LESSOR WILL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF OR
DAMAGE TO LESSEE'S BUSINESS ON ACCOUNT OF ANY MECHANICAL FAILURE OR DELAY IN
CONNECTION WITH THE FURNISHING OR USE OF THE PROPERTY. Lessee acknowledges that Lessor is not a
dealer or manufacturer of Property of any kind and is not the seller of the Property, and that each unit of Property is of a
type, size, design and capacity selected solely by Lessee. Lessee also acknowledges that Lessor supplies the Property
without any obligation to install, test, erect, service or maintain the Property. If the Property is not properly installed, does
not operate as represented or warranted by the manufacturer or seller thereof, or is unsatisfactory for any reason, Lessee
shall make any claim on account thereof solely against the manufacturer or seller and no such occurrence shall relieve
Lessee of any of its obligations under this lease. The only warranty applicable to any Property is the manufacturer's
warranty, if any (in the case of new Property) and Lessor makes no warranty to Lessee. Lessee acknowledges receipt of the
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manufacturer's warranty with respect to any new Property. So long as Lessee is not in default under this lease, Lessor
assigns to Lessee any manufacturer's, seller's or other warranty, whether express or implied, on the Property and any claim
that Lessor may have as owner of the Property against the manufacturer or supplier or any other person. All claims or
actions on any warranty shall be made or prosecuted by Lessee, at its sole expense, and Lessor shall have no obligation
whatsoever to make any claim on such warranty. Lessor is not liable for any modification, breach or rescission of any
warranty or service agreement. Any agreement that Lessee may have with any third party, including any manufacturer or
vendor, relating to services shall be separate and distinct from this lease and Lessor shall not have any obligations
thereunder. Lessee acknowledges that this lease constitutes a "finance lease" under UCC Article 2A in all respects, and that
Lessor's sole obligations to Lessee hereunder is not to interfere with Lessee's quiet enjoyment of the Property so long as
Lessee is not in default hereunder. Subject to the foregoing sentence and to the extent permitted by law, Lessee
unconditionally and irrevocably waives any and all rights and remedies against Lessor at law or in equity (including,
without limitation, any rights and remedies granted Lessee under Article 2A of the Uniform Commercial Code and/or the
right to reject any Property or repudiate this lease). Lessee agrees that Lessor assumes no liability for and makes no
representation as to the treatment by Lessee of this lease, the Property or the rent payments for financial statement or tax
purposes..
7. TITLE; SECURITY INTEREST. During the Lease Term title to the Property shall vest in Lessee, subject to
Lessor's rights under Sections 5 and 22 of this Lease. To secure the payment of the Rental Payments and any and all
liabilities, direct, indirect, absolute, contingent, due or to become due or existing or hereafter arising of Lessee to Lessor,
Lessee grants to Lessor as the secured party a security interest in and to all Property described in Exhibit A, together with
all additions, attachments, accessions, substitutions and proceeds with respect thereto and Lessor shall retain its security
interest in the Property until the Lease Term shall expire. Lessee agrees that Lessor may file such financing statements or
other instruments necessary to perfect such security interest under State law. Notwithstanding anything contained in the
Lease to the contrary, Lessee and Lessor hereby agree and acknowledge that with respect to the Equipment covered by this
Lease, Lessee's interest shall be that of owner and holder of legal title and Lessor's interest shall be that of a secured party
with a first perfected security interest.
8. PERSONAL PROPERTY. The Property 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 its expense, furnish a
landlord or mortgagee waiver with respect to the Property.
9. USE; REPAIRS. Lessee will use the Property in a careful manner for the use contemplated by the manufacturer
of the Property and shall comply with all laws, ordinances, insurance policies and regulations relating thereto, and will pay
all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, will
keep the Property in good repair and will furnish all parts, mechanisms and devices required therefor. If the Property is
such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with
a party satisfactory to Lessor.
10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Property without
Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage
to the Property.
11. LOCATION; INSPECTION. The Property will not be removed from, or if the Property consists of rolling stock
its permanent base will not be changed from, the Property Location without Lessor's prior written consent which will not be
unreasonably withheld. Lessor will be entitled to enter upon the Property Location or elsewhere during reasonable business
hours to inspect the Property or observe its use and operation.
12. LIENS AND TAXES. Lessee shall keep the Property free and clear of all levies, liens and 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 Property, excluding,
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however, all taxes on or measured by Lessor's income. If Lessee fails to pay said chazges and taxes when due, Lessor shall
have the right, but shall not be obligated, to pay said chazges and taxes. If Lessor pays any charges or taxes for which
Lessee is responsible or liable under this Lease, Lessee shall, upon demand, reimburse Lessor as additional rent the amount
of any such charges or taxes plus interest thereon at the rate of 18% per annum or the highest rate allowed by law,
whichever is less, to the date of said reimbursement.
13. RISK OF LOSS; DAMAGES; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Property
from any cause whatsoever, and no such loss of or damage to the Property shall relieve Lessee of the obligation to make
Rental Payments or to perform any other obligation under this Lease. In the event of damage to any item of Property,
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 the Property is lost, stolen, destroyed or damaged beyond repair Lessee,
at its option, will either: (a) replace the same with like Property in good repair, or (b) on the next Rental Payment date pay
Lessor; (i) all amounts owed by Lessee under this Lease, including the Rental Payment due on such date; and (ii) an amount
equal to the applicable Purchase Option Price set forth in Exhibit C. In the event that less than all the Property has been
lost or destroyed, Lessor and Lessee shall substitute revised Exhibits A and C into this Lease by appropriate endorsement.
14. INSURANCE. Lessee shall obtain and maintain on or with respect to the Property at its own expense (a) liability
insurance insuring against liability for bodily injury and property damage with a minimum limit of $1,000,000.00
combined single limit or such greater amount as may be as may be prescribed by any applicable state law specifying
minimum insurance requirements, and (b) physical damage insurance insuring against loss or damage to the Property in an
amount not less than the full replacement value of the Property, but in no event will the insurance limits be less than the
amount of the then applicable Purchase Option Price as provided in Section 15 below. Lessee shall furnish Lessor with a
certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum amounts required
herein naming Lessor as an additional insured thereunder for the liability coverage and as loss payee for the property
damage coverage. Each such policy shall be in such form, including a maximum deductible, and with such insurers as may
be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 30 days' prior written
notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no action or
misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of or to
examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirements hereof.
Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute and endorse
all documents, checks or drafts for loss or damage under any such insurance policy. In the event Lessee fails to procure,
maintain, pay for or provide Lessor with evidence of the insurance required by this lease, or to pay any fees, assessments,
charges or taxes as required in this lease, Lessor shall have the right, but not be obligated, to obtain insurance covering
Lessor's interest in the Property from an insurer of Lessor's choice, or pay said fees, assessments, chazges and taxes, as the
case may be. In that event, Lessee shall reimburse Lessor upon demand for the cost thereof, together with interest until
paid at the rate of 18% per annum or the maximum rate allowable by law, whichever is less, and failure to pay the same
shall constitute an Event of Default under this lease. NOTHING IN THIS LEASE WILL CREATE AN INSURANCE
RELATIONSHIP OF ANY TYPE BETWEEN LESSOR AND ANY OTHER PERSON.
15. PURCHASE OPTION. On each Rental Payment due date, Lessee shall have an option to purchase the Property
for an amount equal to the Purchase Options Price set forth in each Exhibit C. Lessee's right hereunder shall be conditioned
upon Lessee's having performed all terms and conditions hereof in a timely fashion and no Event of Default shall have
occurred either during the term of the Lease nor at the time this option to purchase is sought to be exercised. At such time
as Lessee shall have fully paid the total Rental Payments for the entire Lease Term and Lessee shall have fully paid and
performed all other obligations hereunder and provided no Event of Default has occurred and is continuing, Lessee may at
its option pay to Lessor the sum of ONE DOLLAR ($1.00), whereupon title to the Property shall remain vested in Lessee
and Lessor shall transfer any and all of its right, title and interest in the Property to Lessee as is, where is, without warranty,
express or implied, except Lessor will warrant to Lessee that the Property is free and clear of any liens created by Lessor.
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This option shall be exercised by written notice to Lessor given within the thirty (30) day period prior to the last day of the
Lease Term.
16. LESSEE CERTIFICATION. Lessee warrants that it is a state, or a political subdivision thereof, within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code") and the related treasury
regulations and rulings thereunder, or the District of Columbia, and that this lease has been duly authorized, approved,
executed and delivered and is a valid and binding contract of Lessee, enforceable against Lessee in accordance with its
terms, such that those amounts designated as interest in Exhibit C, will qualify for exclusion from gross income of Federal
income taxes by Lessor, its assignees, and any participants with such, under Section 103 of the Code. Lessee further
warrants that during the Lease Term, the Property will be used by Lessee only for the purpose of performing 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 Lessee.
In the event that Lessee is not a state or political subdivision thereof within the meaning of Section 103 of the Code, or if
for any reason the usage of the Property would cause any interest payment hereunder to lose its exemption from Federal
taxation, or if Lessee fails to comply with the information reporting requirements of Section 149(e) of the Code or if Lessee
fails to keep a record of all assignments of the Lease pursuant to Section 149(a) of the Code, then Lessee agrees to pay
Lessor, its assignees, and any participants with such, an additional amount which, together with the amount of interest to be
paid by Lessee under this Lease, puts Lessor, its assignees, and any participants with such, in the same after-tax position
they would have been had such payments been exempt from taxation under Section 103 of the Code.
17. LESSEE NEGLIGENCE. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss
or damage to the Property and for injury to or death of any person or damage to any property whether such injury or death
be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's
property or the property of others which is proximately caused by the negligent conduct of Lessee, its officers, employees
and agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses,
damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and
nature, imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or
proceeding, based in whole or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the
maximum extent permitted by law.
18. ESSENTIAL USE. It is Lessee's intent to make Payments for the full Lease Term if funds are legally available
therefor and in that regard Lessee represents that: (a) the use of the Property is essential to Lessee's proper, efficient and
economic functioning or to the services that Lessee provides to its citizens, (b) Lessee has an immediate need for and
expects to make immediate use of substantially all the Property, which need is not temporary or expected to diminish in the
foreseeable future, and (c) the Property will be used by Lessee only for the purpose of performing one or more of its
governmental or proprietary functions consistent with the permissible scope of its authority.
19. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not assign, transfer, pledge, hypothecate or
grant any security interest in or other wise dispose of this Lease or the Property or any interest in this Lease or the Property.
Lessor, without the consent of Lessee, may assign its right, title and interest in and to this Lease, the Property and any other
documents executed with respect to this Lease, and/or grant or assign a security interest in this Lease and the Property, in
whole or in part. 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 heirs, executors, administrators, successors and assigns of the parties
hereto. Any assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Property shall be
effective upon receipt by Lessee of a duplicate original of the counterpart document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee and, where applicable, to whom further
payments hereunder should be made. With the written consent of Lessee, which consent will not be unreasonably withheld,
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Lessor may assign any interest in this Lease upon terms which provide that the assignor or assignee will act as a collection
and paying agent for holders of certificates of participation in this Lease. Lessee agrees to acknowledge in writing any
assignments if so requested. Lessee shall keep a written record of all assignments.
LESSEE AGREES THAT UPON NOTICE OF SUCH ASSIGNMENT IT SHALL PAY DIRECTLY TO LESSOR'S
ASSIGNEE WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL AMOUNTS WHICH BECOME DUE
HEREUNDER AND FURTHER AGREES THAT IT WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY
DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF ANY REASON WHATSOEVER WITH
RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDER.
20. EVENTS OF DEFAULT. The term "Event of Default", as used in this Lease, means the occurrence of any one
or more of the following events:
(a) Lessee fails to make any Rental 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;
(b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it
hereunder and such failure is not cured within twenty (20) days after receipt of written notice thereof from Lessor;
(c) Any statement, representation, or warranty made by Lessee in this Lease or in any writing delivered by Lessee pursuant
hereto or in connection herewith is false, misleading, or erroneous in any material respect;
(d) Lessee becomes insolvent, makes an assignment for the benefit of creditors, applies or consents to the appointment of a
receiver, trustee, conservator or liquidator of Lessee of all or a substantial part of its assets, or a petition for relief is filed by
Lessee under Federal bankruptcy, insolvency or similar laws; or a petition in a proceeding under any bankruptcy,
insolvency or similar laws is filed against Lessee and is not dismissed within thirty (30) days thereafter.
21. REMEDIES. Upon the occurrence of an Event of Default, Lessor may, at its option, exercise any one or more of
the following remedies:
(a) Lessor may declare all Rental Payments due in the current fiscal year of Lessee immediately due and payable,
whereupon such Rental Payments shall be immediately due and payable.
(b) By written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the
Property to Lessor in the manner set forth in Section 22 hereof, or Lessor, at its option, may enter upon the premises where
the Property is located and take immediate possession of and remove the same;
(c) Sell or lease the Property or sublease it for the account of Lessee, holding Lessee liable for all Rental Payments and
other payments due to the end of the fiscal year then in effect; the proceeds of such sale or lease shall be applied to the
following items in the following order: first, to the payment of all costs and expenses of Lessor arising from the Event of
Default; second, to the payment of the applicable Purchase Option Price; and third, to the payment of any Rental Payments
then due and owing thereunder and
(d) Exercise any other right, remedy or privilege which may be available to it under applicable law including the right to (i)
proceed by appropriate court action to enforce the terms of this Lease; (ii) recover damages for the breach of this Lease; and
(iii) rescind this Lease as to any or all of the Property in accordance with applicable laws and procedures.
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In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal 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.
22. TERMINATION PROCEDURE. In the event Lessor is entitled under the provisions of this Lease, including
any cancelation or termination hereof pursuant to Sections 5 and 21 hereof, to obtain possession of the Property, title to the
Property shall immediately vest in Lessor and Lessee shall make the Property available to Lessor free of all liens and
encumbrances in at least as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from
proper use alone excepted. Lessee agrees, at its expense, to advise Lessor of the location or locations where the Property
may be found, permit Lessor access to the Property, voluntarily relinquish possession of the Property to Lessor, deliver the
Property to a reasonable location specified by Lessor, and fully cooperate with Lessor in all respects in the removal of and
redelivery of the Property to Lessor. Lessee agrees to execute and deliver to Lessor all documents reasonably necessary to
transfer legal and beneficial title to the Property to Lessor and to evidence the cancelation or termination of Lessee's interest
in the Property.
23. LAW GOVERNING AND CONSTRUCTION. This lease shall in all respects by governed by, and construed in
accordance with, the laws of the State of Minnesota without giving effect to conflict of law provisions; provided that any
interest and finance charges hereunder shall be governed by federal law and, to the extent applicable, the substantive laws
of the State of Minnesota. Lessee hereby consents to jurisdiction and venue of the federal or state courts sitting in the State
of Minnesota for purposes of resolving all disputes of any nature whatsoever regarding the lease, or any transaction
contemplated hereby, and Lessee hereby waives objection which it may now or hereafter have to the laying of jurisdiction
or venue in the federal or state courts of Minnesota. Lessor and Lessee agree that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall confirm personal jurisdiction if served
personally, by certified mail to it at its address designated pursuant to the lease, or as otherwise provided under the
respective rules of the state or federal courts of Minnesota. Any provision of this lease which may be prohibited or
unenforceable in any jurisdiction shall not, as to such jurisdiction, invalidate the remaining provisions hereof and shall not
invalidate or render unenforceable such provision in any other jurisdiction. Lessee agrees that, at Lessor's sole election and
determination, Lessor may select an alternative forum, including arbitration or mediation, to adjudicate any dispute arising
out of this lease. THE PARTIES HERETO, AFTER CONSULTING (OR HAVING HAD AN OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS LEASE, INCLUDING ANY
LITIGATION REGARDING THE ENFORCEMENT OF THIS LEASE OR ANY RELATED AGREEMENTS
24. NOTICES AND ORIGINALS. Any written notice hereunder to Lessee or Lessor shall be deemed to have been
given when delivered personally or deposited in the United States mails, certified or registered mail, addressed to recipient
at its address set forth above or at such other address as may be substituted therefor by notice given pursuant to the terms
hereof. There shall be only one original counterpart of this lease and it shall bear the original signature of Lessor and be
marked "Original." To the extent that this lease constitutes chattel paper (as that term is defined by the Uniform
Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this lease
can be done only by the transfer of such original bearing the original signature of Lessor. Lessor, in its sole discretion, may
permit Lessee to electronically copy and/or deliver by telecopier or other electronic means of transmission an executed
counterpart of this lease, and any document, schedule, amendment, addendum, supplement or agreement related hereto or
executed in connection herewith. By so copying and/or delivering any such document, Lessee hereby represents and agrees
(a) that such transmission constitutes due delivery of such executed document, (b) that the counterpart of such executed
document as printed by the recipient, including Lessee's signature thereon, shall be deemed to constitute an original and
shall be admissible in any court or other legal proceeding as an original, and (c) to deliver to Lessor, promptly on request,
such document bearing Lessee's original "wet ink" signature; provided that neither delivery nor failure to deliver the
document bearing Lessee's original "wet ink" signature shall limit or modify the representations and agreements set forth
in clauses (a) and (b).
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25. 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.
26. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, annual
budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to
the validity and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by
this Lease.
27. ENTIRE AGREEMENT; WAIVER. This Lease, together with the exhibits attached hereto constitutes the
entire agreement between the parties with respect to the lease of the Property. 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 hereof.
28. APPOINTMENT. In compliance with Section 149(a) of the Internal Revenue Code of 1986, as amended, Lessee
hereby designates Lessor to be its agent for the purposes of maintaining a book entry system identifying the ownership or
interest in and to this Lease and Lessor hereby accept its duties as agent hereunder.
Lessor: TCF Equipment Finance, Inc. By: Title:
Lessee: City of Jeffersonville (IN) By: Title:
Muni Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
EXHIBIT A
TO LEASE-PURCHASE AGREEMENT NO.001-0567153-300,
DATED AS OF Apri112, 2010
PROPERTY DESCRIPTION
Description (including features) Location
One (1) 2010 International 7400SBA, VIN: 1420 Pennsylvania Avenue, Jeffersonville, IN, 47130
1HTWGAZR9AJ286331 with a Aquatech Model B10 Combination
Sewer Cleaner/Jetter, S/N: 29101076 together with all attachments
and accessories thereto
Total Cost $262,464.00
Lessee: City of Jeffersonville (IN) By: Title:
11
Muni Lease v.4.05.10 136911 S 4/12/2010 12:49 PM
EXHIBIT B
TO LEASE-PURCHASE AGREEMENT NO.001-0567153-300
DATED AS OF April 12, 2010
RECEIPT CERTIFICATE
The undersigned Lessee under that certain Lease-Purchase Agreement No. 001-0567153-300, dated as of
April 12, 2010, negotiated for the purpose of acquiring Property with TCF Equipment Finance, Inc., as Lessor,
hereby acknowledges receipt in good condition of all of the Property described on Exhibit A to said Lease-Purchase
Agreement this day of , 20_ and hereby certifies that the Property is satisfactory and in accordance
with specifications.
Further, Lessee hereby confirms that it will commence Payments for the Property as specified in Exhibit C
to Lease-Purchase Agreement No. 001-0567153-300 with the first payment being due on the day of
20_.
Lessee: City of Jeffersonville (IN) By: Title:
12
Mani Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
EXHIBIT D
LEASE-PURCHASE AGREEMENT NO.001-0567153-300,
DATED AS OF Apri112, 2010
BETWEEN
TCF Equipment Finance, Inc. and City of Jeffersonville (IN)
STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS
The above referenced contract is to provide financing for the purchase of Property rather than for the short-term
rental of Property. For this reason, periodic payment amounts are calculated to amortize the full cost of the Property
over the agreed payment term. Because we do not consider your repayment commitment to be a debt obligation, as
that term would be defined by State constitution or regulations, the contract includes anon-appropriation clause and
is subject to funds being encumbered for repayment on a fiscal year basis. This non-appropriation clause provides
some risk that the Property will be returned during the life of the contract rather than being paid in full.
As evidence of your present intent to retain the Property throughout the scheduled term, we need a description of
your understanding of the essential governmental use intended for the Property, together with an understanding of
the sources from which payments will be made. To satisfy this requirement, please address the following points by
completing this form:
1. a. What is the specific use of this Property?
b. What increased capabilities will it provide?
2. Why is the Property essential to the operation of your organization?
3. a. Does the Property replace existing Property?
b. If so, why is the replacement being made?
4. Why did you choose this specific Property or system configuration?
5. What is your estimate of the useful life of the Property to your operations?
6. What is the expected source of funds for payments due under the Agreement for the current fiscal
and future fiscal years?
Lessee: City of Jeffersonville (IN) By: Title:
13
Muni Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
EXHIBIT E
INSURANCE COVERAGE DISCLOSURE
TO LEASE-PURCHASE AGREEMENT NO.001-0567153-300
DATED AS OF Apri112, 2010
RE: INSURANCE COVERAGE REQUIREMENTS
In accordance with the Lease-Purchase Agreement, Lessee certifies that it has instructed the
insurance agent named below (please fill in name, address, and telephone number):
Insurance Agent Name: Business Phone #
Company Fax Phone #
Liability:
Insurance Agent Name: Business Phone #
Company Fax Phone #
Property:
to issue: (check to indicate coverage)
_X_a. All Risk Physical Damage Insurance on the leased Property evidenced by a Certificate of Insurance and
Long Form Loss Payable Clause naming TCF Equipment Finance, Inc. and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified.
_X_ b. Public Liability Insurance evidenced by a Certificate of Insurance naming TCF Equipment Finance, Inc.
and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000 per person
$1,000,000 aggregate bodily injury liability
$1,000,000 property damage liability.
Proof of insurance coverage will be provided to TCF Equipment Finance, Inc., 11100 Wayzata Boulevard, Suite
801, Minnetonka, Minnesota 55305, prior to the time that the property is delivered to Lessee (please fax a copy of
the Certificate of Insurance or binder to Michelle Peterson at (952) 656-7591.)
Lessee: City of Jeffersonville (IN) By: Title:
Muni_Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
14
CERTIFICATE OF INCUMBENCY
LEASE-PURCHASE AGREEMENT NO.001-0567153-300
DATED AS OF April 12, 2010
I, , do hereby certify that I am the duly elected or appointed and
acting Clerk/Secretary of City of Jeffersonville (IN) (the "Lessee"),apolitical subdivision duly organized and
existing under the laws of the State of Indiana, and that, as of the date hereof, the individuals named below are the
duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names.
NAME TITLE SIGNATURE
20
IN WITNESS WHEREOF, I have duly executed this certificate this day of
Signed:
NOTE: The Clerk or Secretary to the Boazd should sign unless that person is also the signor of the documents in which case the Board President
or some other Officer of the District should execute this document.
Muni_Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
18
LESSEE'S FACT SHEET
Please fill in ALL of the following questions and return this form with the lease documents:
1. Name of Lessee:
2. Property location address:
3. County Property is located in:
4. COMPLETE BILLING ADDRESS:
5. Send bills to the ATTENTION of:
6. Most convenient billing date(s):
7. Name of person who issues payment:
8. Phone number of person in number 7:
9. Has ALL Property been delivered and in proper working order: (yes or no)
10. Tax ID number:
11. Fiscal year end:
Muni_Lease v.4.05.10 136711 S 4/12/2010 12:49 PM
19
EXHIBIT C
RENTAL PAYMENT SCHEDULE
TO LEASE-PURCHASE AGREEMENT NO. 001-0567153-300,
DATED AS OF April 12, 2010
Nominal Annual Rate: 3.920%
CASH FLOW
DATA
Event Date Amount Number PPrinr~
1 Loan 4/12/2010 262,464.00 1
2 Payment 4/12/2011 58,942.00 5 Annual
AMORTIZATION SCHEDULE -Normal Amortization
Purchase
Date Payment Interest Principal Option
Loan 4/12/2010 262,464.00
2010 Totals 0.00 0.00 0.00
1 4/12/2011 58,942.00 10,475.53 48,466.47 218,277.48
2011 Totals 58,942.00 10,475.53 48,466.47
2 4/12/2012 58,942.00 8,541.13 50,400.87 166,868.59
2012 Totals 58,942.00 8,541.13 50,400.87
3 4/12/2013 58,942.00 6,529.51 52,412.49 113,407.85
2013 Totals 58,942.00 6,529.51 52,412.49
4 4/12/2014 58,942.00 4,437.61 54,504.39 57,813.38
2014 Totals 58,942.00 4,437.61 54,504.39
5 4/12/2015 58,942.00 2,262.22 56,679.78 0.00
2015 Totals 58,942.00 2,262.22 56,679.78
Grand Totals 294,710.00 32,246.00 262,464.00
Lessee: City of Jeffersonville (IN) B
:
y Title:
Muni_RentalPayment v.6.18.2009 136711 S 4/12/2010 12:25 PM
Fom, 8038-G
(Rev. November 2000)
Department of the Treasury
Intemal Revenue Service
Information Return for Tax-Exempt Governmental Obligations
- Under Intemal Revenue Code section 149(e) OMB No. 1545-0720
- See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
lo.......+:.... n..+r,.,.:+., If Amended Return, check here - LJ
1 Issuer's name v 2 Issuer's employer ident'rfication number
City of Jeffersonville 35;6001067
3 Number and street (or P.O. box if mail is not delivered to street address) Room suite 4 Report number
500 Quartermaster Court 300 3
5 City, town, or post office, state, and ZIP code 6 Date of issue
Jeffersonville, IN 47130
7 Name of issue 8 CUSIP number
City of Jeffersonville
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
( 812 )285-6451
Tvge of Issue (check applicable box(es) and enter the issue price) See instructions ana attacn scneaule
11 ^ Education 11
12
12 ^ Health and hospital 13 262,464.00
13 ~ Transportation
14
14 ^ Public safety.
b
d 15
15 on
s)
^ Environment (including sewage
16
16 ^ Housing
17 ^ Utilities 17
18 ^ Other. Describe - 18
19 If obligations are TANs or RANs, check box - ^ If obligations are BANs, check box - ^
- ~
20 If obli ations are in the form of a lease or installment sale, check box
r~___..:.-a:...- s nL.l:....f:..r.~. !`.~rr,nlc+n fnr +hc on+irc icm is fnr which thin form jR heln0 filed.
a Final maturi date
() tY (b) Issue rice
p (c) Stated redemption
price at maturity (d) Weighted
average maturity (e) Yield
21 $ 262,464.00 $ 5 ears 3.92
. Uses of Proceeds of Bona Issue Incluam unaerwniers- arscvun~
t 22
22 Proceeds used for accrued interes 23 262,464.00
23 Issue price of entire issue (enter amount from line 21, column (b)) .
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . 25
28 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28) . 29
30 Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here . 30 262,464.00
, Descri tion of Refunded Bonds Com lete this art on for refundin bonds.
f the bonds to be currently refunded -
t
it
d years
31 ur
y o
average ma
Enter the remaining weighte
of the bonds to be advance refunded -
rit
t
i
ht
d years
32 y
average ma
u
g
e
Enter the remaining we
33 Enter the last date on which the refunded bonds will be called . -
34 Enter the date(s) the refunded bonds were issued -
Miscellaneous
351 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ~
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 38a
b Enter the final maturity date of the guaranteed investment contract -
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the
issuer - and the date of the issue -
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box - ~
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box - ^
. . . . . . . . . . . . . . . . . . . . . . .
40 If the issuer has identified a hed e, check box - ^
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
Sign
Here '
Signature of issuer's authorized representative Date 'Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000)
Titling Instructions
TCF Equipment Finance, Inc. As Secured Party
NOTE: You should read and retain these Titling Instructions for your information and records. However, the enclosed
Limited Power of Attorney must be signed and returned to TCF Equipment Finance, Inc. with your financing documents.
Under the terms of vour financing contract, you are required to properly title vour vehicle(s)
To comply with the requirements of your financing contract, TCF Equipment Finance, Inc. must receive the Secured Party's notice of
lien from the Department of Motor Vehicles. Please apply for your title immediately, naming TCF Equipment Finance, Inc. as
Secured Party or Lienholder.
If you are financing a new vehicle, you will need to apply for a title using the original Manufacturers Statement of Origin ("MSO")
that you will receive from the dealer, along with a completed title application. Contact the Department of Motor Vehicles in the state
you are titling your vehicle for a title application and titling procedures. Your dealer may also have titling materials and be able to
assist you.
If you are financing a used vehicle, you will need to retitle the vehicle. Contact the Department of Motor Vehicles in the state in
which you want to title the vehicle for retitling procedures.
Whether you are financing a new vehicle or a used vehicle, TCF Equipment Finance, Inc. must be listed on the title as Secured
Party or Lienholder, as follows:
TCF Equipment Finance, Inc.
11100 Wayzata Blvd.
Suite 801
Minnetonka, MN 55305
IMPORTANT NOTE REGARDING TCF EQUIPMENT FINANCE, INC. AS SECURED PARTY: Although TCF Equipment
Finance, Inc. may be listed on the MSO (on a new vehicle) or in the title reassignment section of a title (on a used vehicle), this may
not be enough to assure that TCF Equipment Finance, Inc. gets listed on the new title as Secured Party or Lienholder. In most states,
you also must complete the Secured Party Information Section on the title application itself or a special form required by the
State to add TCF Equipment Finance, Inc. as Secured Party or Lienholder.
In the "Owner Section" of the title, please list your name exactly as it appears on your financing contract.
If you need further assistance, please contact your Sales Representative or Documentation Specialist at 1-800-442-7811. Thank you
for your prompt attention in titling your vehicle.
Customer Copy -Retain for your records.
PowerOfAtt_Tidelnst_Loans&$lLease ver. 0220.2007 1367115 4/12/2010 12:28 PM
LIMITED POWER OF ATTORNEY
City of Jeffersonville (IN), Jeffersonville City Hall, 500 Quartermaster Court, Suite 300, Jeffersonville, IN 47130 (the "Title
Holder")
NOTE TO MOTOR VEHICLE DEPARTMENT
This will authorize the person whose name and specimen signature appears below to act as agent and attorney-in-fact for and on
behalf of City of Jeffersonville (IN) in all matters pertaining to the titling, sale and transfer of ownership, recording a lien and
applying for an original or duplicate certificate of title to the vehicle(s) described below.
The rights and authority of the limited power of attorney granted herein shall be applicable to the following motor vehicle(s) only:
One (1) International VIN: 1HTWGAZR9AJ286331 together with all attachments and accessories thereto
COMPANY'S NAME: TCF Equipment Finance, Inc. 11100 Wayzata Blvd, Suite 801, Minnetonka, MN 55305
SPECIMEN SIGNATURE OF AGENT/ATTORNEY IN FACT:
(Title Holder should NOT sign here)
PRINTED NAME OF AGENT/ATTORNEY IN FACT:
NOTE TO CUSTOMER: ONLY SIGN BY YOUR NAME BELOW AND HAVE YOUR SIGNATURE NOTARIZED.
DO NOT SIGN OR PRINT YOUR NAME ABOVE.
Title Holder: City of Jeffersonville (IN), Jeffersonville City Hall, 500 State of )
Quartermaster Court, Suite 300, Jeffersonville, IN 47130
County of )
BY:
SUBSCRIBED AND SWORN TO BEFORE ME
TTTLE: THIS DAY OF , 20_
(If Title Holder is individual, including sole proprietor, ^ Personally lsaown to me.
DO NOT insert Title) ^ Proved to me on the basis of satisfactory evidence to be the
person who appeared before me.
NOTARY PUBLIC SIGNATURE
PowerOfAtt_TiUeInst_Loans&$1Lease ver. 07.20.2007 1367115 4/12/2010 12:28 PM
Form 8O~V~V
(Rev. May "1999)
Department of the Treasury
Internal Revenue Service
1 Issuer's name
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report num e
G -
5 City, town, or post office, state, and ZIP code 6 Date of issue
7 Name of issue I tl Lu~lr numuer
9 Name and title of officer or legal representative whom the IRS may call for more information 110 Telephone numuer or orricer or ieyai iepie~einauvc
( )
11
12
13
14
15
16
17
18
19
20
of Issue (check applicable box(es) and enter the issue price) See instructions and attach scneaule
^ Education 12
^ Health and hospital 13
^ Transportation 14
^ Public safety. 15
^ Environment (including sewage bonds) . 16
^ Housing 17
^ Utilities 18
^ Other. Describe -
If obligations are TANS or RANs, check box - ^ If obligations are BANS, check box ; ^^
If obli ations are in the form of a lease or installment sale, check box
_ ~/'•1.......i..t.. s.,.- rhr~ onriro icci iP fur tnihich this form IS belnQ filed.)
UC91.1 1 ll~l11 v 1 vvu ~~~• • • - - - - - -
(c) Stated redemption (d) Weighted (e) Yield
(a) Final maturity date (b) Issue price price at maturity average maturity
ears
Uses of Proceeins or t3ona Issue pnciuuul IJIIUCI YYI ILr.1 ~ \JIJV~/Y..~~
22
22 Proceeds used for accrued interest 23
23 Issue price of entire issue (enter amount from line 21, column (b)) .
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28) . 29
30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30
Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.)
years
31 Enter the remaining weighted average maturity of the bonds to be currently refunded - years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded -
33 Enter the last date on which the refunded bonds will be called -
34 Enter the date(s) the refunded bonds were issued -
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract - 37a
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the
issuer - and the date of the issue -
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ; ^^
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box - ^
40 If the issuer has identified a hed e, check box
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
Please
Sign
Here
Information Return for Tax-Exempt Governmental Obligations
- Under Internal Revenue Code section 149(e) OMB No. 1545-0720
- See separate Instructions.
Caution: Use Form 8038-GC if the issue price is under 5100,000.
Authorit If Amended Return, check here - [
2 Issuer's employer identification number
br
of issuer's authorized representative Date
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
Type or print name and title
Cat. No. 637735 Form 8038-G (Rev. 5-99)
Form ST-105
State Form 49065 R4/ 8-OS
Indiana Department of Revenue
General Sales Tax Exemption Certificate
Indiana registered retail merchants and businesses located outside Indiana may use this certificate. The claimed exemption must be allowed by Indiana
code. Exemption statutes of other states are not valid for purchases from Indiana vendors. This exemption certificate can not be issued for the
purchase of Utilities, Vehicles, Watercrat, or Airerat. Purchaser must be registered with the Department of Revenue or the appropriate Caxing
authority of the purchaser's state of residence.
Sales tax must be charged unless all information in each section is fully completed by the purchaser. Purchasers not able to provide all required
information must pay the Tax and may file a claim for refund (Form GA-110L} directly with the Department of Revenue.
Name of Purchaser
Business Address City
~7
0
Purchaser must provide minimum of one ID number below.*
.~
Provide your Indiana Registered Retail MerchanC's Certificate
c TID anal LOC Number as shown on your Certificate ............................... -
..,
v
~ if not registered with the Indiana DOR, provide your State Tax
ID Number from another State ................................................................ -
*See instructions on the reverse side if you do not have either number.
State [D#
N
C Is this a ^ blanket purchase exemption request or a ^ single purchase exemption request:
0
.~
Description of items to be purchased.
Purchaser must indicate the type of exemption being claimed for this purchase. (check one or explain)
^ Sales to a retailer, wholesaler, or manufacturer for resale only.
Sale of manufacturing machinery, tools, and equipment to be used directly in direct production.
^ Sales to nonprofit organizations claiming exemption pursuant to Sales Tax Information Bulletin #l0.
(May not be used for personal hotel rooms and meals.)
Sales of tangible personal property predominately used (greater then 50 percent) in providing public transportation -provide USDOT#.
A person or corporation who is hauling under someone else's motor carrier authority, or has a contract as a school bus operator, must
provide their SS# or FID# in lieu of a State ID# in Section #1. USDOT#
^ Sales to persons, occupationally engaged as farmers, to be used directly in production of agricultural products for sale.
Note: A farmer not possessing a State Business License# may enter a FID# or a SS# in lieu of a State ID# in Section #1.
^ Sales to a contractor for exempt projects (such as public schools, government, or nonprofits).
^ Sales to Indiana Governmental Units (agencies, cities, towns, municipalities, public schools, and state universities).
Sales to the United States Federal Government -show agency name.
Note: A U.S. Government agency should enter its Federal Identification Number (FID#) in Section # l in lieu of a State ID#.
^ Other -explain.
I hereby certify tinder the penalties of perjwy that the property purchased by the use of this exemption certificate is to be used for an exempt
purpose pursuant to the State Gross Retail Sales Tax Act, Indiana Code 6-2.5> and the item purchased is not a utility, vehicle, watercraft, or aircraft.
q I confirm my understanding that misuse, (either negligent or intentional), and/or fraudulent use of this certificate may subject both me personally
and/or the business entity I represent to the imposition of tax, interest, and civil and/or criminal penalties.
~ Signature of Purchaser Date
Title
Printed Name
The Indiana Department of Revenue may request verification of registration in another state if you are an out-of-state purchaser.
Seller must keep this certificate on file to support exempt sales.
(check one)
State of Issue
State Zip
T1D# (l0 digits) LOC# (3 digits)
Form ST-105
General Information and Instructions
All four (4) sections of the ST-105 must be completed or the exemption is not valid and the seller is responsible
for the collection of the Indiana sales tax.
Section 1 Instructions I
A) This section requires an identification number. In most cases this number will be an Indiana
Department of Revenue issued Taxpayer Identification Number (TID# -see note below) used for
Indiana sales and/or withholding tax reporting. If the purchaser is from another state and does not
possess an Indiana TID#, a resident state's business license, or State issued ID# must be provided.
B) Exceptions - For a purchaser not possessing either an Indiana TID# or another State ID#, the following
may be used in lieu of this requirement.
Federal Government -place your FID# in the State ID# space.
Farmer -place your SS# or FID# in the State ID# space.
Public transportation haulers operating under another motor carrier authority, or with a contract as a
school bus operator, must indicate their SS# or FID# in the State ID# space.
Nonprofit Organization -must show its FID# in the State ID# space.
Section 2 Instructions
A) Check a box to indicate if this is a single purchase or blanket exemption.
B) Describe product being purchased.
Section 3' Instructions
A) Purchaser must check the reason for exemption.
B) Purchaser must be able to provide additional information if requested.
Section 4 Instructions
A) Purchaser must sign and date the form.
B) Printed name and title of signer must be shown.
Note: The Indiana Taxpayer Identification Number (TID#) is a ten (10) digit number followed by a three (3)
digit LOC#. The TID# is also known as the following:
a) Registered Retail Merchant Certificate
b) Tax Exempt Identification Number
c) Sales Tax Identification Number
d) Withholding Tax Identification Number
The Registered Retail Merchant Certificate issued by the Indiana Department of Revenue shows
the TID# (10 digits) and the LOC# (3 digits) at the top right of the certificate.
Page 1 of 1
From: Origin ID: LOUA (812) 285-6451 ~„~„>
Len Ashack 1'-5~
City of Jeffersonville
1420 Pennsyhtania Avenue
Jeffersonville, IN 47130
~~o~e+oozzzozza
SHIP T0: (B00) 442-7811 BILL SENDER
Michelle Peterson
TCF Equipment Finance, Inc.
11100 WAYZATA BLVD STE 801
MINNETONKA, MN 55305
Ship Date: 12APR10
ActWgt 1.0 LB
CAD: 100633446lINET3010
~~..~, y r...u,...... ~_.
Ref #
Invoice #
PO #
Dept #
TRK# 7985 6059 0488
0201
XH BBBA
TUE - 13 APR Al
PRIORITY OVERNIGHT
55305
r>N-us
MSP
AI ~ql INglal I~I~~IId~IINI~
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https://www.fedex.com/shipping/html/en//PrintIFrame.html 4/ 12/2010