HomeMy WebLinkAboutGarbage Truck LeasePHONE: 502-456-2800
FAX: 502-456-1188
www.theleasinggroup.com
July 16, 2010
Tom Galligan
City of Jeffersonville, Indiana
500 Quartermaster Ct #300
Jeffersonville, IN 47130
Dear Tom:
The Leasing Group wishes to thank you for leasing your equipment through us. We appreciate
the opportunity to earn your business.
Enclosed is a copy of your new lease agreement. If you have any questions concerning your
lease, or wish to buy out of the contract before it expires, give us a call in Louisville at (502)
456-2800. Please mail your payments directly to our bank, The New Washington State Bank.
The remittance address is shown in your payment booklet.
Our hope is to serve you again. If you plan to acquire additional equipment in the future, call us.
We will make it easy for you by providing quality service quickly.
Sincerely,
~~ -~.
~ ,,
Randy Leverett
130 St. Matthews Ave., #201
Louisville, KY 40207
MUNICIPAL LEASE AGREEMENT
BETWEEN
THE LEASING GROUP, LLC, as Lessor,
and
CITY OF ,TEFFERSONVILLE, INDIANA, as Lessee
Dated ~J GLC ~„ D~ , 20 9~
Table of Contents
Page
1 LEASE .............................................................................................. ..................... 1
.
2. TERM, TERMINATION AND NONAPPROPRIATION .................................. ............................ 1
3. RENEWAL OPTION ....................................................................... ..................... 1
4. RENT .......................................................................................... ..................... 1
5. NET LEASE; OBLIGATION TO PAY RENT UNCONDITIONAL ................ ..................... 2
6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS ...................... ..................... 2
7. USES AND LOCATION .................................................................... ..................... 2
8. TITLE AND RETURN ...................................................................... ..................... 2
9. MARKINGS ................................................................................. ..................... 2
10. MAINTENANCE AND REPAIRS ....................................................... ..................... 3
11. ALTERATIONS ............................................................................. ..................... 3
12. NO WARRANTIES BY LESSOR ......................................................... ..................... 3
13. INSURANCE ................................................................................ ..................... 3
14. CASUALTY ............................................................................... ..................... 3
15. CASULATY PAYMENT .................................................................. ..................... 4
16. TAXES AND GENERAL COVENANTS ............................................... ..................... 4
17. REPRESENTATIONS AND WARRANTIES OF THE LESSEE .......... • • • • . • • • • • _ • • • • • • • • • • • • • • • • • • • • 4
18. EVENT OF DEFAULT .................................................................... ..................... 5
19. REMEDIES .................................................................................. ..................... 6
20. SECURITY .................................................................................. ..................... 6
21. LESSOR'S EXPENSES ...................:................................................ ..................... 7
22. ASSIGNMENT .............................................................................. ..................... 7
23. PERSONAL PROPERTY .................................................................. ..................... 7
24. LATE CHARGES .......................................................................... ..................... 7
25. NON-WAIVER ............................................................................. ..................... 7
26. ENTIRE AGREMENT .................................................................... ...................... 7
27. NOTICES ................................................................................... ...................... 7
28. GENDER; NUMBER ...................................................................... ...................... 7
29. TITLES ....................................................................................... ..................... 7
30. TIME ......................................................................................... ..................... 7
31. GOVERNING LAW ........................................................................ ..................... 7
32. CONSENT TO JURISDICTION ......................................................... ...................... 8
33. INCORPORATION BY REFERENCE .................................................. ...................... 8
34. FURTHER ASSURANCES .............................................................. ...................... 8
35. DOCUMENTATION FEE ................................................................ ...................... 8
36. ACKNOWLEDGEMENT ................................................................. ..................... 8
SCHEDULE AND EXHIBITS
SCHEDULE OF RENT PAYMENTS
EXHIBIT A - INCUMBENCY CERTIFICATE
EXHIBIT B - OPINION OF COUNSEL
EXHIBIT C - ESSENTIAL USE LETTER
EXHIBIT D - REQUEST FOR INSURANCE (COMPLETED)
EXHIBIT E - ACCEPTANCE CERTIFICATE
EXHIBIT F - FORM UCC-1
MUNICIPAL LEASE AGREEMENT
THIS LEASE made as of '~ ° ~;~ ~ ~~ , by and between The Leasing Grouo LLC ("Lessor"), and City of Jeffersonville Indiana
("Lessee").
I. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor all machinery, equipment (together with imbedded
software utilized in the operation of the Equipment), and other property (collectively the "Equipment" and individually an "Item of Equipment")
described in (a) the schedule executed by the parties concurrently herewith and made a part hereof, and (b) any schedule or schedules hereinafter
executed by the parties hereto and made a part hereof (collectively the "Schedules" and individually a "Schedule").
2. TERM, TERMINATION AND NONAPPROPRIATION.
(a) The initial term of the Lease with respect to each Item of Equipment shall commence on the date which is set out on the
Schedule for that Item of Equipment (the "Commencement Date") and shall terminate on the last day of Lessee's current fiscal year (the "Initial
Term"). The Lease term will be automatically renewed at the end of the Initial Term and any subsequent fiscal year for an additional one year
period (each, a "Renewal Term"), unless it is terminated as the result of nonappropriation of funds by Lessee, pursuant to Section 2(c) hereof.
The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Initial Term, except that the rental
payments shall be as provided in the Schedule. The Initial Term and the subsequent Renewal Terms set forth in the Schedule for each Item of
Equipment constitute the Lease Term (the "Lease Term").
(b) The Lease Term will terminate upon the earliest of any of the following events:
(i) The expiration of the Initial Term or any Renewal Term of this Lease and the nonrenewal of this Lease in the
event of nonappropriation of funds pursuant to Section 2(c) hereof.
(ii) A default by Lessee and Lessor's election to terminate the Lease under Section 20 hereof, or
(iii) The payment by Lessee of all rent required to be paid by Lessee hereunder for the Equipment.
(c) In the event sufficient funds shall not be appropriated for the payment of the rent required to be paid in the next occurring
Renewal Term, and if Lessee has no funds legally available for rent from other sources, then Lessee may terminate this Lease at the end of the
then current Initial Term or Renewal Term, and the Lessee shall not be obligated to make payment of the rent provided for in the Schedule of
this Lease beyond the then current Initial Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination of Lease at least
60 days prior to the end of the then current Initial Term or Renewal Term.
(d) Lessee intends, subject to the provisions of Section 2(c) hereof, to continue the Lease Term through the Initial Term and all
Renewal Terms and to pay the rent during the Initial Term and each of the Renewal Terms, provided that lawful appropriations therefor can be
obtained. Lessee further intends to all things lawfully within its power to obtain and maintain funds from which the rent payments may be
made, including making provisions for such rent payments to the extent necessary in each fiscal year budget submitted and adopted in
accordance with the applicable provisions of state law, to have such portion of the budget approved and to exhaust all available reviews and
appeals in event such a portion of the budget is not approved.
3. RENEWAL OPTION. Lessee shall have the option to renew this Lease for a renewal term following the end of the Lease Term as
to all Items of Equipment listed on a Schedule, but not less than all of such Equipment, for the term and on conditions acceptable to Lessor.
Lessee must give Lessor written notice of its intention to request this option not less than sixty (60) days before expiration of the Lease Term
with respect to such Items of Equipment. Notwithstanding any of the above options, all sums due and payable as defined in the Schedule of
Rents remain due and payable.
RENT.
(a) The rent for each Item of Equipment shall be that amount designated in the applicable Schedule and shall be payable in
ADVANCE in amounts and at the time and place as set forth in the Schedule, or to such other person, or at such other place as Lessor may from
time to time designate in writing.
(b) Lessor and Lessee understand that and intend that the obligation of the Lessee to pay rent hereunder shall constitute a
current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or
statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge
of the general tax revenues, funds or monies of Lessee.
(c) Lessee shall pay rent, exclusively from legally available funds, in lawful money of the United States of America to Lessor,
or in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in the Schedule hereto. The payment of rent
shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments are due.
(d) A portion of each payment of rent is paid as, and represents payment of, interest, and the balance of each payment of rent is
paid as, and represents payment of, principal. The applicable Schedule for each Item of Equipment sets forth the interest component and
principal component of each payment of rent during the Lease Term.
(e) Lessee shall have the right to prepay, in part or in whole, the rent due under the Lease, on any installment due date by taking
the original Equipment cost and deducting the total principal payments amount per the Schedule of Rent from this cost. If the payoff is between
the payment dates an amount equal to the interest rate imputed in the Lease must be added for the number of days after the last payment.
5. NET LEASE; OBLIGATIONS TO PAY RENT UNCONDITIONAL. This is a net lease. All rent and other sums payable by
Lessee shall be paid promptly when due without notice or demand of any character. Lessee's obligations for the payment of rent hereunder is
and shall be absolute and unconditional and shall not be subject to any reduction, offset, counter-claim, abatement, suspension, deferment or
diminution for any reason whatsoever, including without limitation any destruction or damage to the Equipment, any limitation of or
interference with the use or possession of the Equipment or any component thereof (including any such limitation or interference arising out of
any defect in Lessor's title to the Equipment), condemnation or requisition of the Equipment or any component thereof, or any other occurrence
or circumstance (whether similar or dissimilar to those enumerated) which prevents the Lessee from using, possessing or enjoying the
Equipment. Lessee waives (a) any and all existing and future claims and offsets against rent or other payments due to Lessor under this Lease,
(b) all rights now or hereafter conferred by statute or otherwise to terminate or surrerider this Lease or the Equipment or any component of the
Equipment, and (c) any abatement, suspension, deferment, diminution or reduction of any rent or other sums payable hereunder on account of
any such occurrence.
6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS. Lessee shall inspect each Item of Equipment within five (5) days
after receipt thereof. Unless Lessee within such period of time gives written notice to Lessor specifying any defect in or other proper objection
to the Equipment, Lessee agrees that it shall be conclusively presumed, as between Lessor and Lessee, that (a) Lessee has received and has fully
inspected the Equipment, (b) Lessee has acknowledged that the Equipment is in good condition and repair, and (c) Lessee is satisfied with and
has accepted the Equipment in such good condition and repair and as satisfactory in all respects for the purpose of this Lease.
If Lessor so requests Lessee shall furnish Lessor a written statement (1) setting forth the matters stated in clauses "(a)", "(b)", and
"(c)", and (2) approving the contract or invoice for such Equipment, and (3) requesting Lessor to pay Vendor the purchase price thereof.
7. USES AND LOCATION.
(a) Lessee shall use the equipment in a careful and proper manner, only in the normal and ordinary course of Lessee's business,
and Lessee shall comply with, and shall use the Equipment in accordance with, (1) any and all state, federal, and local laws, rules, regulations,
statues and ordinances applicable to Lessor and/or Lessee relating to the use, possession, operation, licensing, registration, maintenance or
inspection of the Equipment, (2) insurance policies in effect with respect to the Equipment, (3) warranties of any and all vendors and
manufacturers with respect to the Equipment or any component thereof, and (4) operating instructions furnished by any and all manufacturers,
vendors and other suppliers of the Equipment.
(b) Lessor shall have the right to inspect the Equipment and observe its use during normal business hours and any other
reasonable time and to enter into and upon the premises where the Equipment may be located for such purpose shall maintain possession of each
Item of Equipment at, and shall not remove any Item of Equipment from, its location as shown on the Schedule for that Item of Equipment
without Lessor's prior written consent. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting any Item
of Equipment and, whenever requested by Lessor, shall advise Lessor of the exact location of each Item of Equipment.
TITLE AND RETURN.
(a) The Equipment is, and at all times shall remain, the sole and exclusive property of Lessor, and the delivery of the Equipment
to the Lessee and Lessee's possession thereof shall constitute a bailment. Lessee shall have no right, title or interest therein or thereto except as
expressly set forth in this Lease.
(b) Upon the expiration of the Lease Term (including, without limitation, the Initial Term and all Renewal Terms) with respect
to one or more Items of Equipment, provided that Lessee has fully and faithfully performed all of the terms, conditions and provisions of this
Lease, (including, without limitation, all Schedules with respect to such Item of Items of Equipment) with respect to such Item or Items of
Equipment, and also provided that there has been no Casualty Occurrence (as defined in Section 14 below) to such Item or Items of Equipment
and no Event of Default has occurred and is continuing, title to and such Item or Items or Equipment shall automatically transfer from Lessor to
Lessee without requirement of further act or deed. Without limiting the generality of the foregoing, title to such Item or Items of Equipment
shall NOT transfer from Lessor to Lessee at any time during which any Event of Default, or any act, occurrence or thing which would constitute
an Event of Default with the giving of notice and/or the passage of any time or period or opportunity for cure, shall have occurred and be
continuing. Any transfer of title under this paragraph shall be WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS
MERCHANTIBILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND SHALL BE A TRANSFER "AS IS". LESSOR'S
ONLY WARRANTY OF TITLE TO SUCH ITEM OR ITEMS OF EQUIPMENT WILL BE THAT SUCH ITEM OR ITEMS OF
EQUIPMENT AS WAS CONVEYED TO LESSOR BY LESSOR'S PREDECCOR IN TITLE, AND THAT SUCH TITLE IS FREE FROM
LIENS AND EMBUMBRANCES THAT AROSE FROM AN ACT OR OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY
PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE. SUCH TRANSFER OF TITLE WILL BE WITHOUT ANY OTHER
WARRANTY BY LESSOR WITH RESPECT TO TITLE TO SUCH EQUIPMENT. The provisions of this paragraph are intended to be
complete exclusion and negation of any express or implied warranty by Lessor with respect to such Item or Items of Equipment, whether arising
under the Uniform Commercial Code or any other law now or hereafter in effect, or otherwise, except the limited warranty of Lessor with
respect to title to such Item or Items of Equipment as set forth above and only as set forth above.
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9. MAINTENANCE AND REPAIRS. Lessee, at its own cost and expense, shall (a) maintain and keep the Equipment and all
components thereof in good repair, condition and working order and in good condition as to appearance and mechanical performance, ordinary
wear and term from authorized used excepted, (b) make all reasonable and necessary repairs, (c) purchase replacements for and replace worn or
defective components of the Equipment, so as to keep the Equipment in good mechanical and working order, and (d) cause the Equipment and
all components thereof to meet the applicable standazds of any applicable governmental agency with jurisdiction over Lessor, Lessee or the
Equipment whether or not such requirements, by their terms, aze normally imposed upon Lessee. Lessee shall pay for any and all replacement
parts and components required by this section, and all such replacement parts and components shall be free and clear of all liens and
encumbrances. Title to all such replacement parts and components shall immediately pass to Lessor upon installation thereof.
10. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any alterations, additions or improvements to
the Equipment, except that Lessee shall make any and all alterations and additions to the Equipment that are required by any governmental
authority having relevant jurisdiction, if such alterations or additions are required to comply with health, safety or environmental standards. All
additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and become the property of Lessor upon the
expiration, or earlier termination of this Lease.
11. NO WARRANTIES BY LESSOR. LF,SSEE HAS SELECTED BOTH (A) THE EQUIPMENT AND (B) THE PERSON OR
ENTITY FROM WHOM LESSOR IS TO ACQUIRE THE EQUIPMENT OR THE RIGHT TO POSSESSION AND USE OF THE
EQUIPMENT (THE "VENDOR"). LESSOR MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS
MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE
EQUIPMENT "AS-IS". LESSOR HAS ONLY THE TITLE TO THE EQUIPMENT THAT WAS CONVEYED TO LESSOR BY LESSOR'S
PREDECESSOR IN TITLE, AND THAT TITLE IS FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT OR
OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE.
LESSOR MAKES NO OTHER WARRANTY WITH RESPECT TO TITLE TO THE EQUIPMENT. IF ANY ITEM OF EQUIPMENT IS
NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE VENDOR AND/OR THE
MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF
SOLELY AGAINST SUCH VENDOR AND/OR MANUFACTURER AND SHALL, NEVERTHELESS, PAY LESSOR ALL RENTS
PAYABLE UNDER THIS LEASE. LESSOR HEREBY AGREES TO ASSIGN TO LESSEE, SOLELY FOR THE PURPOSE OF MAKING
AND, PROSECUTING ANY SUCH CLAIM, ALL OF THE RIGHTS WHICH LESSOR HAS AGAINST SUCH VENDOR AND/OR THE
MANUFACTURER FOR BREACH OF WARRANTY OR OTHER REPRESENTATION REPRESENTING THE EQUIPMENT. LESSEE'S
OBLIGATION TO PAY RENTALS UNDER THIS LEASE IS IRREVOCABLE, ABSOLUTE, UNCONDITIONAL, AND INDEPENDENT
OF LESSOR'S OBLIGATIONS UNDER THIS LEASE, AND SHALL NOT BE SUBJECT TO ANY REDUCTION, OFFSET OR
COUNTERCLAIM. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY
LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND
LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE EQUIPMENT, OR FOR ANY INTERRUPTION IN
LESSEE'S BUSINESS OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER.
THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY EXPRESS
OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE EQUIPMENT, WHETHER ARISING UNDER THE UNIFORM
COMMERCIAL CODE OR UNDER ANY OTHER LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE EXCEPT THE LIMITED
WARRANTY OF THE LESSOR WITH RESPECT TO THE TITLE TO THE EQUIPMENT, SET FORTH ABOVE.
12. INSURANCE. Lessee shall provide, maintain and pay (a) insurance against the loss or theft of or damage to the Equipment, for the
amount of the Casualty Payment from time to time, naming Lessor as a loss-payee or mortgagee, and (b) public liability and property damage
insurance, naming Lessor as an additional insured. All such insurance shall be in form and amount and with companies satisfactory to Lessor.
Lessee shall deliver the policies of insurance or duplicates thereof or a certificate of insurance to Lessor. All insurance which Lessee is required
by this Lease to maintain shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or
condition, breach of declazations, misrepresentation or negligence of Lessee, its employees or agents. Each such policy shall contain an
agreement by the insurer that, notwithstanding lapse of any policy for any reason, or right of cancellation by the insurer or any cancellation by
Lessee, such policy shall continue in full force for the benefit of Lessor, for at least thirty (30) days after written notice thereof to Lessor, and no
alteration in any such policy shall be made except upon thirty (30) days written notice of such proposed alteration to Lessor and written approval
by Lessor. If Lessee fails to acquire any policy of insurance required to be maintained pursuant to this paragraph, or fails to renew or replace
any such policy at least twenty (20) days prior to the expiration thereof, or fails to keep any such policy in full force and effect, Lessor shall
have the option (but not the obligation) to pay the premiums on any such policy of insurance or to take out new insurance in an amount, type,
coverage and terms satisfactory to Lessor. Any amounts paid therefor by Lessor shall be immediately due and payable to Lessor by Lessee
upon demand by Lessor. No exercise by Lessor of such options shall in any way affect the provisions of this Lease, including, but not limited
to, the provision that failure by Lessee to maintain the prescribed insurance shall constitute an Event of Default (as that term is defined in
Section 19 below). Lessee hereby assigns to Lessor all sums which become payable under any insurance covering the Equipment, directs any
insurer to pay and all such proceeds to Lessor, and authorizes the Lessor to act as Lessee's attorney-in-fact to make claim for, receive payment
of and execute and endorses all documents, checks or drafts for, loss or damage under any such insurance policy. The proceeds of such
insurance, at the option of the Lessor, shall be applied (a) toward the replacement, restoration or repair of the Equipment or (b) toward payment
of the obligations of Lessee hereunder.
13. CASUALTY. For the purposes of this Lease, "Casualty Occurrence" shall mean any of the following events:
(a) The Equipment or any Item of Equipment no longer operates in the manner and for the purposes originally contemplated for
any reason, and it is not made to so operate by repairs or installation of replacement parts in accordance with paragraph 10 of this Lease within
60 days from the time it ceased to operate.
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(b) Any Item of Equipment suffers damage which, in the good faith judgment of the Lessor would require the expenditure of an
amount equal to or greater than fifty percent of Lessor's cost of that Item of Equipment (as shown on the Schedule for that Item) to repair or
restore it to its condition and operating capacity immediately prior to suffering such damage.
(c) Any Item of Equipment is lost, stolen or commandeered.
14. CASUALTY PAYMENT. If any Item of Equipment shall suffer a Casualty Occurrence, Lessee shall promptly and fully inform
Lessor with respect thereto. Lessee shall pay to Lessor, on the first date that any installment of rent for that Item becomes due after the giving of
such notice, an amount (a "Casualty Payment") equal to the sum of (a) the Stipulated Loss Value (defined below) calculated as provided in this
Section 15, for that Item of Equipment, computed as of the date the Casualty Payment is due, plus (b) all installments of rent then due in
connection with that Item as of the date of such Casualty Payment, plus (c) any and all of the other payments due to Lessor under this Lease as
of the date of such Casualty Payment with respect to that Item. Upon tender of the Casualty Payments, this Lease shall terminate with respect to
the Item of Equipment for which the Casualty Payment was made, and Lessee and/or Lessee's insurer shall become entitled to such Item of
Equipment, for salvage purposes, in such Item's then condition and location, AS-IS-WHERE-IS, WITHOUT ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
For purposes of this Section 15, "Stipulated Loss Value" shall be determined through the following three steps: First-step -the "Affected
Equipment Percentage" shall be determined by dividin (1) the total cost to the Lessor to acquire the Equipment suffering the Casualty
Occurrence ~ (2) the Lessor's Cost of all Equipment. Second sten -the "Unrecovered Investment" shall be determined by adding the Lessor's
assumed residual value for all of the Equipment plus the principal remaining for all of the Equipment as shown on the applicable Schedule.
Third stet/ -the "Stipulated Loss Value" shall be the amount determined by multiplying the Affected Equipment Percentage times the Lessor's
Unrecovered Investment, and then adding to that amount any and all taxes arising out of or in connection with the Casualty Occurrence and/or
the transfer of the Item of Equipment for salvage purposes. Lessor's DETERMINATION OF THE STIPULATED LOSS VALUE AND THE
RESULTING CASUALTY PAYMENT SHALL BE BINDING AND CONCLUSIVE UPON LESSEE.
15. TAXES AND GENERAL COVENANTS.
(a) This Lease is a lease to a governmental agency pursuant to Indiana Code and, as such, the Equipment is currently exempt
from all taxation by the State of Indiana and any of its political subdivisions.
(b) To the extent required by law, Lessee shall prepare and file all personal property tax returns and shall pay when due any and
all sales, use, property and excise taxes, license and registration fees, ad valorem taxes and assessments, charges and other duties of any nature
whatsoever (except for taxes based on Lessor's net income), however designated, now or hereafter imposed by any governmental entity,
whether based upon the rent or the Equipment or the purchase, delivery, ownership, leasing, use, possession or return thereof. If Lessee shall
fail to pay any such taxes, fees, assessments, charges or other duties when due, Lessor may, but is not obligated to, pay such amounts. Lessee
shall promptly reimburse Lessor for any and all such amounts paid by Lessor, and the failure of lessee to reimburse Lessor promptly shall
constitute an Event of Default hereunder.
(c) Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances.
(d) Within fifteen (15) days of availability, and in any event within one hundred twenty (120) days after the end of each fiscal
year, Lessee shall furnish to Lessor a balance sheet of lessee and the related statement of operations, changes in financial position and profit and
loss, showing sources and uses of income for such fiscal year, all in reasonable detail and stating in comparative form the figures as of the end
of the fiscal year and for the previous corresponding period. If requested by Lessor, such financial statements shall be audited, or certified by an
independent certified public accountant satisfactory to Lessor, accompanied by an opinion (in form and substance satisfactory to Lessor) of such
public accountant, and must be signed by an appropriately authorized official of Lessee.
16. REPRESENTATIONS AND WARRANTIES OF THE LESSEE. The Lessee represents and warrants as follows:
(a) Lessee is a public body, corporate and politic, duly organized and existing under the constitution and the laws of the State of
Indiana.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body
corporate and politic.
(c) Lessee is authorized under the constitution and laws of the State of Indiana to enter into this Lease and the transactions
contemplated hereby, and to perform all of its obligations hereunder.
(d) Lessee has been duly authorized to execute and deliver this Lease under the terms and provisions of the resolution of its
governing body, by appropriate official approval, and further represents, covenants and warrants that all requirements have been met and
procedures have occurred in order to insure the enforceability of this Lease, and Lessee has complied with such public bidding requirements as
may be applicable to this Lease and the acquisition by Lessee of the equipment hereunder. Lessee shall cause to be executed and delivered to
Lessor the Incumbency Certificate, substantially in the form attached hereto as Exhibit A, and an opinion of counsel substantially in the form
attached hereto as Exhibit B.
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(e) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of performing one or more
governmental or proprietary functions of the Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than the Lessee.
(f) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Initial Term and all
Renewal Terms.
(g) The Lease has been duly authorized, executed and delivered by the Lessee and is a legal, valid and binding obligation of the
Lessee, enforceable against the Lessee in accordance with its terms.
(h) The Lessee's execution and delivery of this Lease and the performance of its obligations hereunder will not be inconsistent
with the Lessee's enabling legislation, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to
the Lessee, and do not and will not contravene any provisions of, or constitute a default under, any indenture, mortgage, contract or other
instrument to which the Lessee is a party or by which it is bound.
(i) Neither the consent of or approval of, nor the giving of notice to, registration with or taking of any action with respect of or
by, any federal, state or local governmental agency or instrumentalities required with respect to the Lessee's execution, delivery and
performance of this Lease.
(j) Lessee shall execute and deliver to Lessor, if applicable, the rider for $10,000,000 Small Issuer, substantially in the form
attached hereto as Exhibit C.
(k) Lessee shall cause the Form 8038G to be timely filed with the Internal Revenue Service. An example of Form 8038G and
the instructions therefore, are attached hereto as Exhibit E.
(1) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form attached hereto as Exhibit F,
for all Items of Equipment subject to the Lease.
(m) Lessee shall execute and deliver to Lessor a completed UCC-1, substantially in the form attached hereto as Exhibit G.
17. EVENTS OF DEFAULT. The occurrence of any of the following events (each of them, an "Event of Default") shall constitute a
default under this lease:
(a) Failure of Lessee to pay any installment of rent or any other sum required by this Lease to be paid by Lessee within ten (10
consecutive calendar days after such payment first become due.
(b) Failure of Lessee to observe, perform or comply with any term, obligation, covenant or condition contained in this Lease or
any Schedule (other than an obligation referred to in subparagraph (a) above) and the expiration of the applicable cure period, if any, with
respect to that failure.
(c) Any attempted sale or encumbrance or any unpermitted sublease by Lessee of the Equipment or any Item of Equipment, or
any unpermitted assignment by Lessee of this Lease.
(d) The Equipment or any Item of Equipment shall become an accession of goods not subject to this Lease.
(e) Failure of Lessee to contest a levy, seizure, attachment, lien or encumbrance known to Lessee and asserted against the
Equipment or any Item of Equipment.
(f) Failure to maintain any insurance required under Section 13 of this Lease.
(g) Lessee ceases to do business as a going concern.
(h) Lessee shall (i) be generally not paying its debts as they become due, (ii) admit Lessee's inability to pay Lessee's debts
generally as they become due, (iii) be insolvent, either in that Lessee's liabilities exceed Lessee's assets or in that Lessee is unable to pay
Lessee's debts as they become due, (iv) make a general assignment for the benefit of credits, (v) file a petition in bankruptcy, or admit (by
answer, default or otherwise) the material allegations of any petition in bankruptcy filed against it under the federal bankruptcy Laws (as in
effect on the date of this Lease or as they may be amended from time to time), or under any other law for the relief of debtors or for the
discharge, arrangement or compromise of debtors' debts, or (vi) consent to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequester or other official with similar powers over Lessee or a substantial part of its assets.
(i) the dissolution, liquidation and/or termination of the Lessee.
(j) A petition shall be filed against Lessee in proceedings under the federal bankruptcy laws (as in effect at the date of the
Lease, or as they be amended from time to time), or under any other laws for the relief of debtors or for the dischazge, arrangement or
compromise of debtors' debts, or any order shall be rendered by any court of jurisdiction appointing a receiver, trustee, or liquidator or Lessee
or of all or part of Lessee's assets, and such petition or order is not dismissed or stayed within sixty (60) consecutive calendar days after entry
thereof.
5
(k) Lessee's wrongful rejection or revocation of acceptance of the Equipment or any Item hereof.
(t) Lessee's repudiation of any term or provision of this Lease.
(m) Any Equipment should become the subject matter of litigation which, in Lessor's opinion, might result in substantial
impairment or loss of Lessor's rights under this Lease or with respect to such Equipment.
(n) Any other default provided by law.
The forgoing provisions of this Section 19 are subject to the provisions of Section 2 (c) hereof, with respect to nonappropriation.
18. REMEDIES.
(a) Whenever any Event of Default referred to in Section 19 hereof shall have happened and be continuing, Lessee agrees to
return the Equipment to Lessor and Lessor shall have the right and sole option without any further demand or notice, to take either one or both
the following remedial steps:
(1) Declare the entire amount of all rent under the Lease (including, by way of illustration and not by way of
limitation, installments of rent which would otherwise become due after the Event of Default) and any and all other amounts set forth in any
Schedule hereto, if any, remaining to be paid or coming due within the Initial Term of the then-current Renewal Term to be due and payable
immediately.
(2) Terminate this Lease as to any or all Items of Equipment, whereupon all rights of Lessee to the use of that
Equipment shall absolutely cease and terminate, but Lessee shall remain liable for all of Lessee's obligations remaining to be paid or coming
due within the Initial Term or the then-current Renewal Term. Any such termination shall occur only by written notice by Lessor to Lessee.
Any such termination shall not impair Lessor's right to exercise the other remedies set out herein.
(3) Take possession of the Equipment immediately and wherever found, and for this purpose Lessee consents to
Lessor's entry upon any premises of Lessee without any liability for such entry.
(4) Require Lessee, at Lessee's own expense, promptly to assemble any or all of the Equipment and deliver such
Equipment to Lessor in accordance with this Lease.
(5) Sell the Equipment or any portion or Item thereof, with or without taking possession of it, at public auction or
private sale, at such time and upon such terms as Lessor may determine, free and clear of any and all rights of Lessee, without any requirement
that Lessor give any notice of such sale and/or act in a commercially reasonable manner.
(6) Lease the Equipment or any portion or Item thereof, with or without taking possession of it, for such period and
rental, to such persons or entities, and upon such other terms and conditions, as Lessor may elect, without any requirement that Lessor give any
notice of such lease and/or act in a commercially reasonable manner in Lessor's sole discretion.
(7) Recover from Lessee any and all expenses paid or incurred by or on behalf of Lessor in the pursuit and
enforcement of Lessor's rights under this Lease, including, without limitation, Lessor's attorney's fees, legal expenses, Lessor's own
administrative costs and any other costs incurred in connection with the repossession, holding, repair and subsequent sale, lease or other
disposition of the Equipment, or any portion of Item thereof.
(8) Proceed by appropriate action to enforce the Lessee's obligations under this Lease and to recover damages for
Lessee's breach of this Lease, including, without limitation, any and all losses and damages that Lessor may have suffered or may suffer as a
result of the Event of Default, provided that losses and damages for lost rent shall not exceed the amount of rent due for the Initial Term or the
then-current Renewal Term in which the Event of Default occurs.
(9) Withhold delivery of any Equipment not already delivered to Lessee.
(10) Stop delivery to Lessee of any Equipment held by any bailee.
(11) Pursue any other remedy at law or in equity.
19. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including, but not limited to, attorney's fees and court
costs, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof.
20. ASSIGNMENT.
(a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (1) ASSIGN, TRANSFER, PLEDGE OR
HYPOTHECATE THIS LEASE, THE EQUIPMENT OR ANY ITEMS THEREOF, OR ANY INTEREST THEREIN, OR (2) SUBLET OR
LEND THE EQUIPMENT OR ANY ITEMS THEREOF, OR PERMIT THE EQUIPMENT OR ANY ITEMS THEREOF TO BE USED BY
6
ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. Consent to any one of the foregoing acts applies only in the given instance
and is not a consent to any subsequent like acts by Lessee or any other person or entity.
(b) If Lessor enters upon Lessee's premises to remove any of the Equipment, Lessee expressly waives any right Lessee may
have against Lessor for trespass or for any damage which may be occasioned by Lessor's removal of any of the Equipment from Lessee's
premises, and shall hold Lessor harmless against any other party's claim of damage.
(c) Lessee's interest herein may not be assigned or transferred by operation of law.
(d) Lessor may assign this Lease or mortgage the Equipment or both in whole or in part, without notice to Lessee. If Lessee is
given notice of such assignment, Lessee shall (if Lessor requests) acknowledge receipt thereof in writing. Each such assignee or mortgages
shall have all of the rights, BUT NONE OF THE OBLIGATIONS, of Lessor under this Lease. Lessee shall not assert against any assignee
and/or mortgages any defense, counterclaim or offset that the Lessee may have against Lessor. Lessee agrees that it shall not assert against an
assignee and/or mortgagee any defense, counterclaim or offset that Lessee may have against Lessor. Lessee agrees and understands that the
waiver of defenses provision contained in the next preceding sentence imposes upon Lessee all the risks that might be associated with any
failure by Lessor to perform all obligations that it might have under this Lease, and obligates Lessee to pay to the assignee all rent and other
sums due under this Lease irrevocably, absolutely, unconditionally and in all events, despite any occurrence which might cause this Lease to be
terminated (either as a matter of law or otherwise) or prevent Lessee from enjoying the use of any item of Equipment or all of the Equipment, or
reduce its value or utility to Lessee. Notwithstanding any such assignments, Lessor agrees the Lessee may quietly enjoy use of the Equipment
subject to, and so long as Lessee complies with, all of the terms and conditions of this Lease. Subject to the foregoing, this lease inures to the
benefit of and is binding upon the heirs legatees, personal representatives, successors and assigns of the parties hereto.
21. LATE CHARGES. If Lessee fails to pay any installment of rent or any other sum to be paid by Lessee to Lessor within ten (10) days
after the due date thereof, Lessee shall pay Lessor a late charge equal to (a) 5% of such installment as service charge, and b) interest on such
unpaid installment or other amount at an annual rate equal to the lesser of 17% per annum or the maximum contract rate fixed by law, computed
from the date the installment first came due until it is paid in full.
22. NON-WAIVER. No covenant or condition of this Lease can be waived except by the written consent of Lessor. Forbearance or
indulgence by Lessor in any regard whatsoever, shall not constitute a waiver of the covenant or condition to be performed by Lessee to which
such forbearance or indulgences may apply, and until complete performance by Lessee of such covenant or condition, Lessor shall be entitled to
invoke any remedy available to Lessor under this Lease or by law or in equity despite said forbearance or indulgence.
23. ENTIRE AGREEMENT. This instrument, the Schedules and any annexes or supplements hereto which refer to this Lease and state
that they become part hereof constitute the complete an exclusive statement of Lessor's and Lessee's agreement concerning the subject matter
thereof, and shall not be amended, altered or changed except by written agreement signed by the parties.
24. NOTICES. Services of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at is
respective address set forth at the foot hereof, or at such address as such party may provide in writing from time to time. Any such notice
mailed to such address shall set forth at the foot hereof, or at such address as such party may provide in writing from time to time. Any such
notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with first class postage prepaid.
25. GENDER: NUMBER. Whenever the context of this Lease requires, the masculine gender includes the feminine or neuter, and the
singular number includes the plural; and whenever the word "Lessor" is used herein, it shall include all assignees of Lessor. If there is more
than one Lessee named in this lease, the liability of each shall be joint and several.
26. TITLES. The titles to the paragraphs of this Lease are solely for the convenience of the parties, and are not an aid in the
interpretation of the instrument.
27. TIME. Time is of the essence of this Lease and each and all of its provisions.
28. GOVERNING LAW. The validity, construction and performance of this Lease shall be governed by the Laws, (including, without
limitation, the conflict of the laws rules) of the State of Indiana.
29. CONSENT TO JURISDICTION. Lessee acknowledges that Lessor's principal place of business is in Jefferson County, Kentucky.
Lessee hereby consents and agrees that the Indiana Circuit Court shall have jurisdiction over any legal action with respect to this Lease, any and
all Schedules, Annexes, if any, the. Equipment and any and all disputes with respect thereto. Lessee agrees that Lessee shall not file any action,
or initiate any proceeding, in any other state, federal or other court of law or equity with respect to those matters; and if Lessee shall file such
claim or initiate such proceeding in violation of Lessee's agreement in this Section, Lessee agrees that Lessor may cause that action or
proceeding to be dismissed.
30. INCORPORATION BY REFERENCE. All Schedules, annexes or other attachments to this Lease are incorporated into this Lease
as if set out in full at the first place in this Lease that references is made thereto.
31. FURTHER ASSURANCES. At Lessor's request, from time to time, Lessee shall sign financial assignments or other documents or
instruments necessary to make public filings reflecting Lessor's ownership of and interest in the Equipment, and Lessee authorizes Lessor to
make any such filings that Lessor may deem appropriate. Such filings and this provision are precautionary only and do not evidence any
intention that this Lease create a security interest. In addition to the foregoing, Lessee shall provide a Lessor any confirmation and/or
7
reaffirmation of the representations and warranties contained in this Lease from any legal counsel or certified public accountant acceptable to
Lessor as Lessor may require.
32. DOCUMENTATION FEE. Lessee agrees to pay Lessor $275.00 to offset Lessor's lease documentation processing costs at the time
of the execution of this Lease.
33. ACKNOWLEDGEMENT. Lessee acknowledges that it has received a copy of this Lease and all Schedules and Annexes thereto, as
fully executed by the parties thereto. Lessee acknowledges that it (a) has READ THIS LEASE, SCHEDULES AND ANNEXES OR HAS
CAUSED SUCH DOCUMENTS TO BE EXAMINED BY LESSEE'S REPRESENTATIVES OR ADVISORS; (b) is thoroughly familiar with
the transactions contemplated in this Lease, Schedules and Annexes; and (c) together with Lessee's representatives or advisors, if any, has had
the opportunity to ask such questions to representatives of Lessor, and receive answers thereto, concerning the terms and conditions of the
transactions contemplated in this Lease, Schedules and Annexes and Lessee deems necessary in connection with Lessee's decision to enter into
this Lease.
IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first written above.
Lessor: e ing GI up, L, G'
By:
Title: r~
Date: d ~ ~~ ~ ~~
Lessor Address: 130 St. Matthews Avenue #201
Louisville, KY 40207
Lessee:
By:
Title:
Date:
Lessee Address: 500 Quartermaster Ct #300
Jeffersonville, IN 47130
SCHEDULE OF RENT PAYMENTS
Lease Dated July 16, 2010
Pa ment Payment Pa ment Principal Interest
Number
1 Date
1/16/2011 Amount
23,053.96 Amount
18,027.30 Amount
5,026.66
2 7/16/2011 23,053.96 18,476.18 4,577.78
3 1 /16/2012 23, 053.96 18, 936.23 4,117.73
4 7/16/2012 23,053.96 19,407.75 3,646.21
5 1/16/2013 23,053.96 19,891.00 3,162.96
6 7/16/2013 23,053.96 20,386.28 2,667.68
7 1/16/2014 23,053.96 20,893.90 2,160.06
8 7/16/2014 23,053.96 21,414.16 1,639.80
g 1 /16/2015 23,053.96 21,947.37 1,106.59
10 7/16/2015 23,053.96 22,493.86 560.10
LESSEE: City of Jeffersonville, Indiana
~ ~
By. r' ~
Title: ~~~//~
Date: ~ ~ ~~ ~
EXHIBIT A
INCUMBENCY CERTIFICATE
I do hereby certify that I am the duly elected or appointed and acting Mayor of -Gifu of Jeffersonville, Indiana a political
subdivision duly organized and existing under the laws of the State of Indiana, that I have custody of the records of such entity, and that, as of the
date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their
respective names. I further certify that (i) the signatures set opposite their respective name and titles are their true and authentic signatures and (ii)
such officers have the auth~ on behalf of such entity to eCnter into that certain Municipal Lease Agreement dated J ~ ~ 2010,
between such entity and ~dt~
NAME TITLE I ATU
~~
IN WITNESS WHEREOF, I have duly executed the certificate and affixed and seal of such entity hereto this ~LC /
2010.
~t~tnunurrr~~
~.~~` gS ON Vj'A'%,
Signatur ~`~4,~. • • • •' • ~C. ~'~
~~ ~ ~pRPORATF •• ,.~
Name Printed: e~ '~-
_o. ~~E...-.C;
~+v
Title: ~~~~'~ ~r'~e(S~tY~Y~ .~~••~ ~ ~ ~.•~`?
'~~~'~~ r r r u n'~r r~i ~+a~`~`•
Darren Wilder Law Office
530 E. Court Avenue
Jeffersonville, Indiana 47130
Fax:812-282-3188
Telephone: 812-288-6820 June 30, 2010
From the Desk of Darren Wilder
Randy Leverett
The Leasing Group
130 St. Matthews Avenue
Louisville, KY 40207
RE: Lease agreement between City of Jeffersonville and The Leasing Group for 2010
Peterbilt Cab and Chassis with a side loader garbage packer
Dear Randy:
This letter has been issued at your request for the purpose of facilitating the captioned Lease
Agreement. Please be advised that the Jeffersonville Sanitation Department is operated under the
auspices of the City of Jeffersonville, Indiana and that the City has accessibility to tax revenue
funds for its operations.
The City, through its Mayor and Comrnrms and ondit ons of the lease beyond the terms of off e
bind the City of Jeffersonville to the to
of the sitting Mayor and Common Council. The Board of Public Works and Safety operate as the
Purchasing Agency for the City whereby they have the authority to designate that individual,
Purchasing Agent, to sign documents on the City's behalf. Accordingly, the Purchasing Agency
approved and appointed Mayor, Tom Galligan to serve as the Purchasing Agent in the execution
of the aforementioned lease.
If I can be of further assistance please do not hesitate to call.
Si rely
Nti/
Darren Wilder
City Attorney for the City of Jeffersonville, Indiana
EXHIBIT C
ESSENTIAL USE LETTER
Gentlemen:
2010
Reference is made to that certain Equipment Lease/Purchase Agreement, dated as of
(the "Agreement") between The Leasing Grouo. LLC as Lessor and Citx of Jeffersonville Indiana as Lessee. The
Equipment, as such term is defined in the Agreement can generally be described as follows:
Peterbilt 1 2011 Peterbilt, Mode12320 Galaxy Blue VIN # 3BPZLOOX3BF121234
Pyramid 1 Bridgeport Range 32 yard Automatic Side Loader
This confirms and affirms that the Equipment is essential to the governmental functions of Lessee.
Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all of the Equipment,
which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee
for the purpose of performing one or more of Lessee's governmental functions consistent with the permissible scope of
Lessee's authority and not in any trade or business carried on by any person other than Lessee.
Further, Lessee agrees that in the event funds are not appropriated for payment of this Lease, Lessee may not acquire
like kind equipment to replace the equipment under this Lease, regardless of price or technological advancement.
LESSEE:
Page 1 of 1
Cit of Jeffersonville Indiana
// 0 1 n .~> ~ /I
130 St Matthews Ave, #201
THE LEASING Louisville, KY 40207
GROUP Ph:502-456-2800 Fax 502-456-1188
~__!.._
To: Barbara Gallegos @ Maverick Insurance From: Randy Leverett
Fax: 284-4012 Pages: - - (including cover)
Phone: 704-5078 Date: 7/12/10
The Leasing Group is in process of leasing the following schedule of equipment to City of Jeffersonville,
Indiana. Evidence of insurance is required. Please fax Certificates of Insurance (loss payee &
additional insured) to The Leasing Group at 502-456-1188. Thank you for your assistance.
LOSS PAYEE Certificate
The New Washington State Bank
1083 Market Street
Charlestown, IN 47111
ADDITIONAL INSURED Certificate
The Leasing Group, LLC
130 St. Matthews Avenue, Suite 201
Louisville, KY 40207
RE4UIRED INSURANCE INFORMATION
1) PHYSICAL DAMAGE. Coverage fo her actuaendad a of thee equipment ben g ceased which1es
and electronic data protection for t
$201.874.00 (cost of equipment).
2) LOSS PAYEE. The New Washington State Bank the term "mortgagee" will notPbe accept ble
Physical Damage coverage. Inform your agent that
since that indicates a security interest rather than ownership as described above.
3) LIABILITY. You must provide liability coverage no less than the following amounts;
a) $500,000 PER OCCURRENCE
b) $1,000,000 AGGREGRATE PER OCCURRENCE
c) $1,000,000 PROPERTY DAMAGE
4) ADDITIONAL INSURED
The Leasing Group, LLC must be named as Additional Insured on the liability coverage.
5) NOTICE OF CANCELLATION. The Leasing Group must be notified thirty (30) days prior to
cancellation of the policy.
Please fax both certificates to The Leasing Group. Thank you for your assistance.
EXHIBIT E
ACCEPTANCE CERTIFICATE
No. 1
'~ 2010
THIS ACCEPTANCE CERTIFICATE is issued pursuant to the certain Equipment Lease/Purchase Agreement dated a.
(the "Agreement") between The Leasing Grouy. LLC ("Lessor") and Cit~of Jeffersonville Indiana ("Lessee"). All terms nut defined herein shall
have their meaning described in the Agreement.
1. The undersigned, as Lessee under the Agreement, acknowledges delivery, installation receipt in good condition and fully in
com 'ance with the Agreement, and hereby accepts, all of the Equipment described on the attached Description of Equipment this
2010.
2. A present need exists for the Equipment which need is not temporary or expected to diminish in the near future. The Equipment is
essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent
with the permissible scope of Lessee's authority.
3. Lessee confirms that it will make all Rental Payments set forth on the Schedule of Payments attached hereto as required by and in
accordance with Section 4 of the Agreement.
4. Lessee confirms that sufficient funds have been or will be appropriated to make all payments of rent due in subsequent years, subject
to the provisions of Section 2(c) of the Agreement.
5. The Equipment is covered by insurance in the types and amounts required by the Agreement and is located at the location set forth in
the attached description of Equipment. -
6. No event of default, as such term is defined in the Agreement, and no event which with the giving of notice of lapse of time, or both,
would become an event of default, has occurred and is continuing on the date hereof.
7. Lessee hereby authorized and directs Lessor to fund the acquisition cost of the Equipment by paying the Vendor(s) the invoice price(s)
as set forth on the attached Description of Equipment, and certifies that upon such payment, Lessor will have fully and satisfactorily
performed all of its covenants and obligations under the Agreement with respect to the Equipment.
LESSEE:
City of Jeffersonville Indiana
TERMINAL RENTAL ADJUSTMENT CLAUSE "TRAC"
O "Lease") if (but only if) it is separately signed by
This TRAC is a part of the Lease Agreement dated ~ " ~~ " 0 (
TnP Leasina Group, LLC ("Lessor") and City of Jeffersonville Indiana (Lessee") below. If this TRAC is signed
below, then Section 20 of the Lease shall NOT apply, and this TRAC shall apply in lieu of that Section 20. Capitalized
terms not otherwise defined in this TRAC shall have the meanings given them in the Lease.
A. REPRESENTATION AND WARRAN h s aLeeement s't1o be n trade orl bus nessrof he Lesseeeand Le see has an
50 percent of the property subject to g
been advised that it will not beand warrants that thehLease' clon ttutesta `tQual fled Motor VehecerOperat rig tax
purposes. Lessee represents
Agreement" as defined in Sectnder Sectiono12 of t edLeaseagrees to indemnify Lessor for any breach of suc
representation and warranty u
B. LESSEE LIABILITY. If the Aatl Va ueS',dLes eel shall pay' he Lessoraupon written demand by Lessorsas ann
$1.00 (the "Estimated Residu )
adjustment to the Rent payable under the Lease, an amount equal to the difference between the Actual Residual
Value and the Estimated Residual Value.
C. LESSOR LIABILITY. If the Actual Residual Value exceeds teen mmediately advaaablelcollected fundst Lessor
days after Lessor's actual receipt of the Actual Residual Valu
shall pay to Lessee, out of such funds, and as an adjustment to the Rent under the Lease, an amount equal to
such excess.
D. ESTABLISHING ACTUAL RESoiDthe Leaseuon the Term Hat on Date, the Actual Res dual Value of the Equipment
accordance with the provisions
subject to each Schedule shall betion Date from prospective purchasers Iw th n the period which s Holt less thant e
Equipment subject to the Termma
thirty (30) and not more than sixty (60) days prior to the Termination Date. Both Lessee and Lessor may bi on
the Equipment during such period, minesrt fbe the high st bidder with nhten (10) days after he Termination) Date.
which Lessor, in its discretion, dete
The Actual Residual Vcollect dlfundseafter any anduall expenrses of sale,dpreparation for saleband the like incurred
immediately available
by Lessor. (2) if no bids artainties o f ma ket Condit ons and the partiesnn abil tytorpredict what the acntual salee
agree, in view of the unce
price of the Equipment iddetl as rovided ncClause 11 of th s pa agraph Lessor shat Uupon eequestfof supch highest
price from the highest b P
bidder, execute a bill of sale transfeNTABItLITY,tFITNESS FOR'ANY PARTECULA~R PURPOSE, OR ANY O HER
WARRANTY OF TITLE, MERCHA
WARRANTY OF ANY KIND. Lessee shall bear all expenses of sale.
m;trais Lessee agrees to contact the bank ba an ep the m-nymum purchase op on p ovided
term-nation payoff amount shall -nclude
above, and all applicable taxes.
Lessor: The Leasin Grou ,LLC
By:
-~6 -~~
ie