HomeMy WebLinkAboutLease - Purchase Agreement (2)~~~~ -~ Amendment to Lease-Purchase Agreement
Date: August 4, 2010
The "Lease": Lease-Purchase A reement Number 001-0567153-300 Dated A ril 12, 2010....
"Lessee"
City of Jeffersonville (IN), Jeffersonville City Hall, 500 Quartermaster Court, Suite 300, Jeffersonville, IN 4713
"Lessor"
TCF Equipment Finance, Inc. 11100 Wayzata Blvd, Suite 801, Minnetonka, MN 55305
All capitalized terms used but not defined in this Amendment shall have the meanings set forth or referred to in the Lease.
Upon execution of this Amendment by Lessee and Lessor, the Lease is hereby amended as follows:
The first sentence of Section 15 of the Lease is amended and restated in its entirety so as to read as follows:
"On each Rental Payment due date, Lessee shall have an option to purchase the Property for an amount equal to the sum of: the Rent Payment due on
such date plus the Purchase Options Price set forth in each Exhibit C for such date plus any taxes due in connection with such purchase."
Except as specifically amended herein, all of the terms and conditions of the Lease shall remain in full force and effect and are hereby ratified and
affirmed.
This Amendment dated as of the date first set forth above shall not be effective until signed by Lessor.
Lessor: TCF Equipment Finance, Inc.
Lessee: City of Jeffersonville (IN)
By:
B
~Y"'"" ~
Title: N~QTBR_ ~ l°_~S~ [
Thomas R. Galligan, Mayor /`-'
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Amendment_Lease ver. 4.4.2005 136711 MC 8/4/2010 11:00 AM
~~Nmv~rFUVnNCE
August 4, 2010
Peggy Wilder
City of Jeffersonville (IN)
Jeffersonville City Hall
500 Quartermaster Court
Jeffersonville, IN 47130
RE: TCFEF Contract #001-0567153-300
Dear Peggy Wilder:
Enclosed please find an Amendment to your above referenced Lease Purchase Agreement for signature.
This Amendment clarifies the calculation method should you choose to elect your option to purchase
the Property as set forth on Exhibit C.
Please have this Amendment executed and return the original document to my attention at your earliest
convenience. For your convenience I have also enclosed a Federal Express Return Air bill and envelope.
Please feel free to contact me if you have any questions.
Sincerely,
Meow Lewa~-~.do~wa-kv
Melissa Lewandowski
TCF Equipment Finance, Inc.
Transaction Coordinator
15933 Clayton Road, Suite 200, Ballwin, MO 63011-2146
Phone: 636-779-8296 / Fax: 636-557-1098
mlewandowskiCc~tcfef.com / www.tcfef.com
TCF Equipment Finance, Inc. 15933 Clayton Road, Suite 200, Ballwin, MO 63011
Phone: 800.829.9411 Fax:800.829.9443
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To: Candy
Company:
Fax: 91-812-285-6403
Phone: 812-285-6400
From: Melissa Lewandowski
Fax: 636-557-1098
Phone: 636-7 79-8 296
E-mail: mlewandowski@tcfef.com
NOTES:
Good Morning,
Attached is a copy of the documents including a copy of the Lease-
Purchase Agreement and the Exhibit C that the amendment is
referencing. Section 15 is on Page 4 of the Lease-Purchase Agreement
at the bottom of the page.
Please feel free to contact me if you have any questions.
Sincerely,
Melissa Lewandowski
TCF Equipment Finance, Inc.
Transaction Coordinator
15933 Clayton Road, Suite 200, Ballwin, MO 63011-2146
Phone:636-779-8296 ~ Fax:636-557-1098
mlewandowski@tcfef.com ~ www.tcfef.com
fate and time Of transmission: Friday, August 06, 2010 9:01:20 AM
Number of pages including this cover sheet: 21
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LEASE-PURCHASE AGREEMENT N0.001-0567153-3t)0
This LEASE-PURCHASE AGREEMENT ("Lease") is made-and entered into as of April 12, 2010, by and betwcen TCF
Equipment Finance, Inc., 11100 Wayzata Boulevard, Suite 801, Minnetonka, Minnesota 55305 (herein called "Lessor") and
City of Jeffersonville (IlV), Jeffersonville City Hall, 500 Quartermrster Court, Suite 300, Jeffersonville, IN 47130, {herein
calkd "~~e-), wherein it is agreed as follows:
l • LEASE OF PROPERTY. SubJect to the terns 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 ro
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 ocher 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 of terminated earlier pursuant to Sections 5, I S or
21 hereof.
3• _ .RENT. Lessee agrees to pay to Lessor or its assignee the rental
amounts and at the times as set forth in Exhibit C. A paYrnents ("Rental Payments") in the
payment of interest as set forth in Exhibit C. The Rental Papyo tints will be payable for thetLease Term in dolars (LT.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 assignce 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 (59'0) per
annum of such overdue amount, limited, however, to the maximum amount allowed by law. EXCEPT AS
SPF.CIFiCALLY PROVIDED [N 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 POR ANY RGASON WI{ATSO>;VER. Lessor may terminate
thrs Lease at any time prior to receipt of Lessee's Receipt Cerificate 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 [o 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 othec 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. [n addition, Lesser; agrees to pay Lessor a fee, in an amount determined by Lessor, not to exceed the
maximum amount from time io time permitted by applicable law, for any check or automatic payment withdrawal request
that is returned to leswr because of iruullicicnt funds available in Lessee's account or a stop payrttent. If Lesser, in its
discretion, pays any tax, fee, charge or other arnottnt described in this paragraph, Lessee shall reimburse Lessor therefor on
demar$i, 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
1896 per annum or the maximtun rate allowable by law, whichever is less.
5. TEItMINA770N FOR GOVERNMENTAL NON-APPROPRIATIONS. This Lease shall not constitute an
indebtedness of Lessee within the meaning of any wnstiluliunal or statutory limitation on the manner, form, or amount of
rode to Hess that may be incurred by I.essce. Lesse is political subdivision or agency of the State of
wtth I.ecsee's fiscal year' 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 subsequen[ [o the one in which the Lease is executed, then this Lease shall be termina[ed 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
Lessce 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 Lcsscc's current fiscal year. Lcssce
reasonably believes that funds can be obtained sufficient to make atl 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 malting provisions for such
payments to the extent necessary 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 S, which notice shall contain the termination date (which shall be the end of the last
of Lessee's fiscal years 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 early 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, MERCHANTABILTCY OR FITNESS FOR A PARTICULAR PURPOSE OF, THE
ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE L[KE 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 T0, THE
PROPERTY AND, AS TO LESSOR, LEASES THE PROPERTY AS-IS AND WITH ALL FAULTS AND WITHOU'T'
WARRANTY OF ANY KIND. LESSOR WILL NOT BE .LIABLE FOR ANY LOSS OR IINTERRUPTION 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, dory
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 ar 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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manufacturefs warranty with t 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. A!l 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 agrcemertt. Any agreement that Lessee may have with any third party, including any manufacturer or
vendor, relating to services shall be ~parate and distinct from this lease and Lessor shall not have any obligations
thereunder. Lessee acknowledges that this lease catstitutes a "finance lease" under UCC Article 2A in all respects, and that
Lessor's sole obligations to Lessee hereunder is not -o 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 rte liability for and makes rte
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 S 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
outer instruments necesssaty 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 in the F,quipment 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 fast 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, Lcsscc 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 wilt 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 headily removed without damage
to the Property.
(l. LOCATION; WSPECTION. 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 al! levies, liens and encumbrances except
those created under this Lease. Lessee shall pay, when dve, all charges and taxes (local, state and federal) which may now
or hereafter be imposed upon the ownership, leasing, rcmal, sale, purchase, possession or use of the Property, excluding,
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howa:ver, all tastes on or nteasurod by Lessor's itrcotne. If Lessce fails to pay said charges and taxes when due, Lessor shall
havro the ~. brat sMaY:; not be obligated, to pay said ~ and taxes. If Lessor pays any charges or taxes for which
Levee is respoataa'bk rrr iiaWe under this Lease, Leaax shall, upon demand, reimburse Lessor as additional cent the amount
of any such. ®r peen imereat thereon at the rase of 18~i per annum or the highest rate allowed by law,
c
+elr i~~y,;~ ofd reimbttraetaent.
1'3. RtS'B (!F t~;1i~AiVl6AGES; DESTRUCTIt31K Lessee assumes all risk of kiss of or damage to the Property
from any cause vvhassoever, 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 Ecorse. 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. !f Lessor deterraitres that arty item of the Property is lost, stolen, destroyed or damaged beyond repair Lessor,
at its option, will either: (a) replace the same with like Property in good repair, or tb) on the cext Rental Payment date pay
Lessor; (i) ail 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 sot forth in Exhibit C. In the ovont that less than all the Property has ban
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 requited
herein naming Lessor as an additional insured thereunder for the liability coverage and as loss payce 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 Lcgsor, and shall contain a clause requiring the insur>rr to give to Lessor at least 34 days' prior written
notice of any alteration in the terms of such policy or the cancellation [hereof, and a clause specifying that no action or
misrepresentation by Lessce shall invalidate such policy. Lessor shall be under no dory to ascertain the existence of or to
examine ~Y such DQ1icY atr to advise Lessce in the event any such policy shall not comply with the requirements hereof.
Lessee hereby appoiMS i,essor as lessee's attorney-in-fact to make claim for, receive paymarlt of, and execute and endorse
all documents, checks ~ 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 requirod 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, charges 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 rote of 1896 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
occurnd 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 );vent 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 tight, 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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Lessor may assign any io this L.ease upon provide that the assigaor or assigaae will act as a t:olketicrt
'and paying ' Sotr >toirlars of oeetificates of ~ ut this Lease. Lessee agees to stdtnowlodge in writing am
a~ignmcnts if so Lt~soe sha@ keep a wrimen rocad of all assignments.
#.~SSI:£ S IVOTiCE OF SUCH ASSIGNMENT lT SHALL PAY DIRECTLY TO LESSOR'S
W AST', DED!UGROl~ SETOFF ALL AMOUNTS WiIICH BECOME Dl~
AGRt:ES Ti~3AT iT NOT ASSBRT AGAINST LESSOR'S ASSIGNEE ANY
;~, Q~RQ.AIM OR ~ C14't ACCOUNT OF ANY REASON WHATSOEVER Wtt'I
RESPECT'itD Al'itY ~`AC. P;f4YMENTS OR O'IfHER AINOUNTS DUE HEREUNDER.
. ~°~ >IIY~+"~ The texts "Erect ~)I~t", as used in this Lease, tne~s the oocturertce of any one
~,~~~ '~orF~oa~oe~ti~t ~~,~ ~~~~-
~h , ;r
~. ~'
~ (a) La+see fails tatnYlir'aasy RVd~tal Payment (or any other payment) as it becomes due in accordartco with the tams of this
Lease, and any stick failtme continttes 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 faihrre is noc cured within twenty (20) days after t+eceipt 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
heroto or in connection herewith is false, misleading, ~ crronoous in any material respect;
(d) I.essce becomes insolvent, makes as assigrrtnent 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 Foderel bankruptcy, insolvency or similar laws; or a petition in a prococding under any bankruptcy,
itsolvency or similar laws. is Rigid against Lessee atrt! is act 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 declat+e alt Rental, Payments. due in the current fiscal year of Lessee immediately due and payable,
whereuptxt such Rental.Payatmts shall be immediately due'ad payable.
(b) $y written notice to Lesser:, rogttest Lessee to (attd Lessee agrees that it will), at Lessee's expense, promptly return the
Property m Lctsor m .tbe, mix set forth in Section 22 >tenof, or Lessor, at its option, may enter upon the premises where
tfie Property is loca~[ad ~ iNritrediate'possesxioa oi`an~ remove the same;
(c) Sell or lease-the Prapaty o; sublease it for the account of Lessee, holding Lessee liable for alt Rental Payments and
other payments due to tfie end of the fiscal"year then in efitct; the proceeds of such sale or lease shall be applied to the
folbwing items in the following order: first, to the payment of all costs and expenses of Lessor arising from the Event of
Defauh; sccottd, to the payment of the applicable Purchase Option Price; and third, to the payment of any Rental Payments
then due and owing thenetinder 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 broach 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, 1~de `ate' liable for all oovet~artts sad indemtrities under this Lease and for all legal fees and other
cx>.st~ and ~peftses, iticlt>dmg catrt cam, incumd by Lessor with respect to the enforoentertt of any of the remedies listed
above or ~tyother rjr a Lessor.
~' TB P)RE. Ia the avast Leaser is entitled under the provisions of this Lease, incluiog
any caraoda6on or hereof pursuant to Settioes 3 sad 21 hereof. to obtain of the ,
Y shag rKat iu Lessor sad I,easoe 'awake the Y title tole
sa~aanbrartces in ac lerst-t-s Y av~Lbb to Lessor free of all tieas rllid
good ooedidon and repaar ~ wises delivered ib Lessee, ordinary wear and tear rrsuiti~ fiam
.proper use alone accepeed. I.tasee agroes, at its expo to advise Lessor of the location or Ioc~ions where the Property
my be four+d, peceoit L~es~ar accx~ to the Property, vohiy rolinqui~t possession of the Property to Lessor, deliver the
Property to a ttbt~on specified by Lessor, and ~!y cooperate with Lessor in all respetKS in the removal of and
eery of the)?itioprak~c Ya: Lta~or. Lessee agrees to ertat~e and deliver to Lessor all doe rea4onably neoes.4ary Fo
' ttylasf+ar legd a~~~itie o tht Property to heasotr aai~to evidence the cancelation or termination of Lessee's interest
in the Property.
23. LAW GOY1N:ItN11~lG ANll CONSTRUCTION[. This lease shall in all respects by governed by, and consWed in
accordance wilt, the laws of the State of Minnesota without giving effect to cAnt}ict 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 disposes ~ any mature whatsoever regarding the lease, or any transaction
c~otemplated hereby, and Lessee hereby waives objection which it may now or hereafter have to the laying of jurisdiction
or venue in the federal err state courts of Minnesota. Lessor and Lessee agree that a summons and complaint commencing
an action re' 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 of
unenforceable in any jurisdiction shall not, as to such jurisdiction, invalidate the remaining provisions hereof and shall not
invalidate or render ur~nforceabk such provision in any other jurisdiction. Lessee agrees that, at Lessor's sole election and
deterntination, 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) WTl'H COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO
TRIAL BY 3URY IN • ANY ACTION OR PROCFsEbING RELATING TO THIS LEASE, INCLUDING ANY
LITIGATION REGARDIIVG 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 maj!„be substituted therefor by notice given pursuant to the terms
"hereof. 7'hene shall"bG drily doe original c:otmtapast of this lease and it shall bear the original signature of Lessor and be
marlccxl "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 ekxxronicslly 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 traa~smission constitutes due delivery of such executed document, (b) than the coumerpart 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 ooutt or other legal prootjeding as an original, and (c) to deliver to Lessor, promptly on rogues[,
such document beating Lessee's original "wet ink" sigtrattrre: 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).
Muntlenie v,1.05.10136711 S Ulr!l01012~ i7i1
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'~'r,~"~°" ^^,,...~ Lease, ~: ate with res}tect; ~ the'traasaction COffieQ'~7latelf.
..°.~ s LJfIE Tom. _, ~. `<
... ~ , 2"I. F.fFiC1~ ~~ pNA1YiBR. Tt~s ~~ogettip' tph~t ihC wed hereon CaastltullS tMe
;t~6 , < ~bS with nsepect; t~ tl~se the PL+OpaEty. Thy l,a~a. s~ not Ise a~fied,
~ ,~.~,, IgnOd, Gr: 'fbG written Ctlnx~lc ~e end for. A~ p1Pe~ateii~ d' t~ LCa9e ~ '~ ~ ,.~i
~8`p"'"c.-r4~'~"' y ~ ~ ~ • ~O thG ~ Q~ ~M~~t10Y W~OUI lpY.~IC Add' O~ th16 `• e'sET
'lshe a~arvec by L~esea~ra~'aey~beeach by Lessee of ary teat; ~atattt or eondtttoa heroof alalt not operaoe as a wmver of
any subsequent bt+each hereof.
28. APPOIlV1111liF1~1T. Ih cotr~liarKx with Section 149(a) of the imernal Revenue Code of 1986, as arrxnded, Levee
hereby designates Lessoz• to be its agent for the purposes of rmintaining a book entry system identifying the ownership or
intent in and to this Lxase and Lessor hereby accept its duties as agent hereunder.
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~ ~~xt Pia OQt~~O!l6Tllt''3'3V00, dated as of
Jefferaoav~e (~,, by and ~ t~ 2010; by and between C#y of
~ throt+gh lire Jeffersonville Sanitary Sewer Board, and TtrF
Eq proem Fba~oe l<nc..
Ladies and Gentlemen:
1 have acted as counsel to the JeffersonvillcSaaitary S~e,~ Board ~ ~~e») with
respect to the Lease-Purchase
Agreement desca'bed above (the "Lease's and various related matters, and in this capacity have reviewed a duplicate
original or ecctified copy of the Lease end exhibit lhereto.l3ased upon the examination of these and such other
documents as I deem relevam, it is my opinion
that:
i • Leasoe is a politimt,albd3viaioa of the ~tlr6~sao~ "} ~' existing and operating under
- ..the Iaws of the ~ ~e and co::ect of Lessee ~ City of ]effersonville, acting by and through
the Jei~ersonvilk Sewer $~.
.. t,
;~ ~ ' ~,aOiUR°0~ !o ;,~.. ~e "UCC'~, and no other statute of the State, governs
e,~ th 4 tlr~~~=r~ z ~ r~.-" ~., Created by Lessee
,~ ' ±"~ ~' a ,lnlo the Lease, and ooarry out its obligafioas
t 4 ~ .,... ~ •.. .
~~~,~'~~~ The Lease soil
.,, .. dted aboMSi~ boen duly authorized, approvod, executed and delivered
. by snd on tht Lease is a vat~d attd " contract of Lessee
~iis tetras, excel, bo @tt extrstt limited b State at~° , g enforceable in accordance with
Y Fedas+t taws affecting remedies and by banlcnrptcy,
roor8anization or t)rvS ~f ggl applies ~ m, gig ~ ~.o~~~ of ereditors' rights.
S. Lessee has no authority (statutory or otherwise) to terminate the Lease prior to the end of its term for any reason
other than pursuant to the leans of Section S of the Lease.
'ti. The suthori7stion, approval and execution of the Lease and all other proceed;ngs of Lessee relating to the
transactions coatempiatod thereby have been pdrl~brmed'bracc~tdrince with all
laws and all other applicable State and Federal laws. ~ °~ n8 laws, public bidding
7. The execution of the Lease and the appTOpriation of moneys to pay the payments coming due under the Lease do
not result in the violation of any constitutional, ststtttaty ~ other limitation relating to the manner, form or amount
of indebtedness whidt may be incrared by Lessee:
8: Then: is no IitiEata~ action, suit, of p.p or before any court, administrative agency
arbitrator or
~ ,„~, 3 ~"" ~'~~ the orgaaizati~ott or existarce of Lessee; the authority of the organization or
fi existence of '~ wily of its offcets; tie proper authorization, approval and execution of the Lease and
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