HomeMy WebLinkAboutTWO GARBAGE PACKERS 2012 THE
LEA TM
ROUP
130 St. Matthews Ave., #201 PHONE: 502 - 456 -2800
Louisville, KY 40207 FAX: 502 - 456 -1188
www.theleasinggroup.com
September 04, 2012
Mike Moore, Mayor
City of Jeffersonville, Indiana
500 Quartermaster Ct #300
Jeffersonville, IN 47130
Dear Mike,:
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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 a
pY 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. 4
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,
61Aj2
r
Randy Leverett
MUNICIPAL LEASE AGREEMENT
BETWEEN
THE LEASING GROUP, LLC, as Lessor,
and
CITY OF JEFFERSONVILLE, INDIANA, as Lessee
Dated d 4 , 20
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
A
A
MUNICIPAL LEASE AGREEMENT
THIS LEASE made as of ! «
_-y , by and between The Leasing Group, LLC (Lessor') and City of Jeffersonville, Indiana
( "Lessee "). '
1. 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.
1 (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 1
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.
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(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 1
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.
4. RENT. ,
(a) The rent for each Item of Equipment shall be that amount designated in the applicable Schedule and shall be payable in fi
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.
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(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.
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(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.
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(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
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interference with the use or possession of the Equipment or any component thereof (including any such limitation or interference arising out of
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, any defect in Lessor's title to the Equipment), condemnation or requisition of the Equipment or any component thereof, or any other occurrence
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or circumstance (whether similar or dissimilar to those enumerated) which prevents the Lessee from using, possessing or enjoying the
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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 surrender this Lease or the Equipment or any component of the
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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
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to the Equipment, Lessee agrees that it shall be conclusively presumed, as between Lessor and Lessee, that (a) Lessee has received and has fully
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inspected the Equipment (b) Lessee has acknowledged that the Equipment is in good condition and repair, and (c) Lessee is satisfied with and
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has accepted the Equipment in such good condition and repair and as satisfactory in all respects for the purpose of this Lease.
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i If Lessor so requests Lessee shall furnish Lessor a written statement (I) setting forth the matters stated in clauses (a) and ,
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i "(c)", and (2) approving the contract or invoice for such Equipment, and (3) requesting Lessor to pay Vendor the purchase price thereof
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I 7. USES AND LOCATION.
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(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,
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statues and ordinances applicable to Lessor and/or Lessee relating to the use possession, operation, licensing, registration, maintenance or f
; inspection of the Equipment (2) insurance policies in effect with respect to the Equipment (3) warranties of any and all vendors and i
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, manufacturers with respect to the Equipment or any component thereof, and (4) operating instructions furnished by any and all manufacturers, 1;
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vendors and other suppliers of the Equipment.
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(b) Lessor shall have the right to inspect the Equipment and observe its use during normal business hours and any other
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reasonable time and to enter into and upon the premises where the Equipment may be located for such purpose shall maintain possession of each
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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 t
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without Lessor's prior written consent. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting any Item I
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of Equipment and whenever requested by Lessor, shall advise Lessor of the exact location of each Item of Equipment.
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8. 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 i
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 t
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, expressly set forth in this Lease.
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, (b) Upon the expiration of the Lease Term (including, without limitation, the Initial Term and all Renewal Terms) with respect t
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
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Equipment, and also provided that there has been no Casualty Occurrence (as defined in Section 14 below) to such Item or Items of Equipment I
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 "I
Lessee without requirement of further act or deed. Without limiting the generality of the foregoing, title to such Item or Items of Equipment
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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 tt
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 t
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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 I
. MERCHANTIBILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND SHALL BE A TRANSFER "AS IS". LESSOR'S ;
ONLY WARRANTY OF TITLE TO SUCH FrEm OR ITEMS OF EQUIPMENT WILL BE THAT UCH ITEM OR ITEMS OF ,
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EQUIPMENT AS WAS CONVEYED TO LESSOR BY LESSOR'S PREDECCOR IN TITLE, AND THAT aUCH TITLE IS FREE FROM i
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LIENS AND EMBUMBRANCES THAT AROSE FROM AN ACT OR OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY I
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PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE. SUCH TRANSFER OF TITLE WILL BE WITHOUT ANY OTHER
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WARRANTY BY LESSOR WITH RESPECT TO TITLE TO SUCH EQUIPMENT. The provisions of this paragraph are intended to be
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compete 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
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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 standards of any applicable governmental agency with jurisdiction over Lessor, Lessee or the
Equipment whether or not such requirements, by their terms, are 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. LESSEE 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 w'
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 declarations, 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, Y '
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 4policy. 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
t 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
h 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
4 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
t 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 ''
I 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 g g p p — the "Affected
I Equipment Percentage" shall be determined by dividing (1) the total cost to the Lessor to acquire the Equipment suffering the Casualty
Occurrence hy (2) the Lessor's Cost of all Equipment. Second step — the "Unrecovered Investment" shall be determined by adding the Lessor's 1
assumed residual value for all of the Equipment plus the principal remaining for all of the Equipment as shown on the applicable Schedule.
Third step — 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.
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15. TAXES AND GENERAL COVENANTS. t
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(a) This Lease is a lease to a governmental agency pursuant to Indiana Code and, as such, the Equipment is currently exempt
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from all taxation by the State of Indiana and any of its political subdivisions.
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(b) To the extent required by law, Lessee shall prepare and file all personal property tax returns and shall pay when due any and 1
4 all sales, use, property and excise taxes, license and registration fees, ad valorem taxes and assessments, charges and other duties of any nature
4 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.
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(c) Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances. F`
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' (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 1'
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. t
16. REPRESENTATIONS AND WARRANTIES OF THE LESSEE. The Lessee represents and warrants as follows: t
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(a) Lessee is a public body, corporate and politic, duly organized and existing under the constitution and the laws of the State of I
Indiana. •
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(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. I
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(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 pr 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
Certificate, substantially 1
Lessor the Incumbency yin the form attached hereto as Exhibit A, arid an opinion of counsel substantially in the form t
attached hereto as Exhibit B.
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t (e) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of performing one or more
k 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.
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(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.
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I (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
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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
r 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.
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(k) Lessee shall cause the Form 8038G to be timely tiled with the Internal Revenue Service. An example of Form 8038G and l
i the instructions therefore, are attached hereto as Exhibit E.
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(1) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form attached hereto as Exhibit F. f
for all Items of Equipment subject to the Lease. t
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(m) Lessee shall execute and deliver to Lessor a completed UCC -1, substantially in the form attached hereto as Exhibit G. t
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:
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(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.
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(b) Failure of Lessee to observe, perform or comply with any term, obligation, covenant or condition contained in this Lease or e
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.
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(e) Failure of Lessee to contest a levy, seizure, attachment, lien or encumbrance known to Lessee and asserted against the t
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.
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(h) Lessee shall (i) be generally not paying its debts as they become due, (ii) admit Lessee's inability to pay Lessee's debts j'`
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 t
discharge, arrangement or compromise of debtors' debts, or (vi) consent to the appointment of a receiver, liquidator, assignee, custodian, trustee,
It
sequester or other official with similar powers over Lessee or a substantial part of its assets. 4
(i) the dissolution, liquidation and /or termination of the Lessee.
(j) A petition shall be filed against Lessee in p :oceedings 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 discharge, arrangement or r
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.
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(k) Lessee's wrongful rejection or revocation of acceptance of the Equipment or any Item hereof.
.
! (1) 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.
1 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:
4 !
(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 1
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. 1
..
4
(2) Terminate this Lease as to any or all Items of Equipment, whereupon all rights of Lessee to the use of that
1 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.
i Any such termination shall not impair Lessor's right to exercise the other remedies set out herein.
1
(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.
F 1
(4) Require Lessee, at Lessee's own expense, promptly to assemble any or all of the Equipment and deliver such I
} Equipment to Lessor in accordance with this Lease. t
(
(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.
1
(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. 1
1'
1
(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 1
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 g
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 1
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 t
then - current Renewal Term in which the Event of Default occurs. 1
(9) Withhold delivery of any Equipment not already delivered to Lessee.
(10) Stop delivery to Lessee of any Equipment held by any bailee. f`
(1 1) Pursue any other remedy at law or in equity.
1 9. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including, but not limit 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
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ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. Consent to any one of the foregoing acts applies only in the given instance
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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.
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1 (d) Lessor may assign this Lease or mortgage the Equipment or both in whole or in part, without notice to Lessee. If Lessee is
I 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
l and /or mortgages any defense, counterclaim or offset that the Lessee may have against Lessor. Lessee agrees that it shall not assert against an
1 assignee and /or mortgagee any defense, counterclaim or offset that Lessee may have against Lessor. Lessee agrees and understands that the
I 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
f 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
1 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
i from the date the installment first came due until it is paid in full.
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22. NON - WAIVER. No covenant or condition of this Lease can be waived except by the written consent of Lessor. Forbearance or
t indulgence by Lessor in any regard whatsoever, shall not constitute a waiver of the covenant or condition to be performed by Lessee to which
t
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 G`
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.
. NOTICES. Services of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at is
g p Y p rty t
24 NOTICES Servic f ll ti d hi
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 l
sing number includes the plural; and whenever the word "Lessor" is used herein, it shall include all assignees of Lessor. If there is more t
than o 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.
i
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. t.
29. CONSENT TO JURISDICTION. Lessee acknowledges that Lessor's principal place of business is in Jefferson County, Kentucky. t
Lessee hereby consents and agrees that the Indiana Circuit Court shall have jurisdiction over any legal action with respect to this Lease, any and K;
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. a
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
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1 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.
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32. DOCUMENTATION FEE. Lessee agrees to pay Lessor $575.00 to offset Lessor's lease documentation processing costs at the time 1
11 1
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 1
CAUSED SUCH DOCUMENTS TO BE EXAMINED BY LESSEE'S REPRESENTATIVES OR ADVISORS; (b) is thoroughly familiar with
1 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
ft transactions contemplated in this Lease, Schedules and Annexes and Lessee deems necessary in connection with Lessee's decision to enter into
fftf this Lease.
4 t 1
IN WITNESS WHEREOF, the parties hereto have executed these presents the day and yeas firstwritten above.
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_______a i 'i 1
Lessor - %T Leasing Gr up, 2 C Lessee: City ofefferonv Indiana k
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Date:
D a t e: • 4 I f - --
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1 Lessor Address: 130 St. Matthews Ave #201 Lessee Address:' 500 Quartermaster Ct #300
Louisville, ICY 40207 Jeffersonville, IN 47130
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Lease # 12021
SCHEDULE OF RENT PAYMENTS
Lease Dated g 112-2012
6 i j
Payment Payment Payment Principal Interest
Number Date Amount Amount Amount
1 9/25/2012 33, 630.00 32, 848.66 781.34
, 2 3/25/2013 33, 630.00 28, 725.74 4,904.26
3 9/25/2013 33,630.00 29,233.27 4,396.73
3
4 3/25/2014 33, 630.00 29, 749.77 3,880.23
5 9/25/2014 33,630.00 30,275.39 3,354.61
6 3/25/2015 33, 630.00 30, 810.30 2,819.70
7 9/25/2015 33,630.00 31,354.66 2,275.34
8 3/25/2016 33,630.00 31,908.64 1,721.36
9 9/25/2016 33, 630.00 32, 472.41 1,157.59
, 10 3/25/2017 33,630.00 33,046.14 583.86
LESSEE: City of Jefferso ville, Indi- a
By: 'LA - Ni MA'
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Title:
Date: 7 - r.; 9 — l ,'
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TERMINAL RENTAL ADJUSTMENT CLAUSE "TRAC"
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This TRAC is a part of the Lease Agreement dated I 1 - ( "Lease ") if (but only if) it is separately signed by I
The Leasing 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 WARRANTY. Lessee certifies, under penalties of perjury, that it intends that more than
50 percent of the property subject to this agreement is to be in trade or business of the Lessee, and Lessee has
been advised that it will not be treated as owner of the vehicle subject to this agreement for Federal income tax
purposes. Lessee represents and warrants that the Lease constitutes a "Qualified Motor Vehicle Operating
Agreement" as defined in Section 7701(h) of the Code and agrees to indemnify Lessor for any breach of such
representation and warranty under Section 12 of the Lease.
i
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B. LESSEE LIABILITY. If the Actual Residual Value of Equipment (as defined and provided below) is less than i
$1.00 (the "Estimated Residual Value "), Lessee shall pay the Lessor, upon written demand by Lessor, as an
i
adjustment to the Rent payable under the Lease, an amount equal to the difference between the Actual Residual
Value and the Estimated Residual Value. i'
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C. LESSOR LIABILITY. If the Actual Residual Value exceeds the Estimated Residual Value, then within ten (10)
days after Lessor's actual receipt of the Actual Residual Value in immediately available collected funds, Lessor
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hall pay to Lessee, out of such funds, and as an adjustment to the Rent under the Lease, an amount equal to
such excess.
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D. ESTABLISHING ACTUAL RESIDUAL VALUE. Provided that the Lease has not been terminated earlier in
accordance with the provisions of the Lease, on the Termination Date, the Actual Residual Value of the Equipment
t
subject to each Schedule shall be determined as follows: (1) Lessee shall and Lessor may each obtain bids for the t
Equipment subject to the Termination Date from prospective purchasers within the period which is not less than t
thirty (30) and not more than sixty (60) days prior to the Termination Date. Both Lessee and Lessor may bid on 1
it
the Equipment during such period, if either of them should so choose. The Equipment shall be sold to the bidder
which Lessor, in its discretion, determines to be the highest bidder within ten (10) days after the Termination Date. t
The Actual Residual Value shall be the actual net purchase price received for the Equipment by Lessor, in
immediately available collected funds, after any and all expenses of sale, preparation for sale, and the like incurred
by Lessor. (2) if no bids are received or the Equipment is not sold during such period, then Lessor and Lessee `'
agree, in view of the uncertainties of market conditions and the parties' inability to predict what the actual sale t;
price of the Equipment would be, that the Actual Residual Value shall equal $0. (3) Upon receipt of the purchase
price from the highest bidder as provided in Clause 1 of this paragraph, Lessor shall, upon request of such highest t
bidder, execute a bill of sale transferring title to the Equipment "AS IS, WHERE IS," WITHOUT RECOURSE OR
WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER i
WARRANTY OF ANY KIND. Lessee shall bear all expenses of sale.
1
�' ' initials Lessee agrees to contact The Leasing Group for early termination payoff. The early
i
termination payoff amount shall include the bank balance, the minimum purchase option provided (
above, and all applicable taxes.
1
Lessee: City of Jeffersonville, Indiana Lessor: he Leasing, Group, LLC
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By: ,;�'�' 1; _ - By. .._..x',14\ �,(t JL ;� " ,,,,/;�' J y f
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Lease # 12021
EXHIBIT A
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i INCUIVIBENCY CERTIFICATE
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I do hereby certify that I am the duly elected or appointed and acting flavor of City of Jeffersonville, Indiana, a political 1
"' 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 Nthntic •signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Municipal Lease Agreement dated 2012,
between such entity and Tly�_ -� G s ; , Ls ?r 1 QV. ) LC
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NAME TITLE SIG AT "
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IN WITNESS 012. WHEREOF, I have duly executed the certificate and affixed and seal of such entity hereto this J
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nature: G °� - -%` r ;
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Name Printed: ' C i C . '; > ") 1 , 1• s
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DEPAR OF LAW
(---
y OA, R. Thomas Lowe, Corporation Counsel
Les Merkley, City Attorney
Q - i .l 812 -285 -6493 office
�1� - ---- -- 812 - 285 -6403 fax
,� �v www.cityofjeff.net
Jeffersonville City Hall
500 Quartermaster Court, Suite 250
fi
Jeffersonville, Indiana 47130
Date: September 4, 2012
Lessee: City of Jeffersonville
Lessor: The Leasing Group, LLC
Re: Municipal Lease Agreement dated 9/4/12, by and between the
above -named Lessee and the above -named Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to Municipal Lease Agreement
and all other agreements and exhibits described above or related thereto
(collectively, the "Agreements ") and various related matters, and in this capacity
have reviewed a duplicate original or certified copy of the Agreements and such
other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of Indiana, the ( "State ")
duly organized, existing and operating under the Constitution and laws
of the State.
,
2. Lessee is authorized and has power under State law to enter into all of
the Agreements, and to carry out its obligations thereunder and the
transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been E
duly authorized, approved, and executed by and on behalf of Lessee,
and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited
by State and Federal law affecting creditor's remedies and by
bankruptcy, reorganization or other laws of general application relating
to or affecting the enforcement of creditor's rights.
4
�: Pna1 nnnnrtaini *,, srnr,i wpr
Page Two
Letter to The Leasing Group, LLC
9/4/12
4. The authorization, approval and execution of the Agreements and
11
other proceedings of Lessee relating to the transactions, contemplated
thereby have been performed in accordance with all applicable Local
State, and Federal laws (including open meeting laws and public
bidding and property acquisition Taws).
5. To the Best of my knowledge, there is no litigation or proceeding
pending before any Court, administrative agency or governmental
body, that challenges: the organization or existence of Lessee; the
authority of its officers; the proper authorization; approval and
execution of any of the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligations under the
Agreements and the transactions contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section
103 of the Internal Revenue Code of 1986, as amended, and the
related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns rely upon this opinion.
Yours truly,
Les D. Merkle y ,
City Attorney
4
_ - r _ ..' „ W �'' ..-r
OF yg
DEPARTMENT O LAW
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R. Thomas Lowe, Corporation Counsel
'r` ', Les lMerlcley, City Attorney
_ Q9 _ i! 812 - 285 -6493 office
it 812- 285 -6403 fax
w www.cityofjeff.net
4
Jeffersonville City Hall
500 Quartermaster Court, Suite 250
Jeffersonville, Indiana 47130
August 22, 2012
Randy Leverett
The Leasing Group
130 St. Matthews Avenue
Louisville, KY 40207
RE: Lease Agreement for two (2) garbage packers
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 operation.
The City, through its Mayor and Common Council has the authority to enter into a lease
for two garbage packers and to further bind the City of Jeffersonville to the terms and
conditions of the lease beyond the terms of office of the sitting Mayor and Common
Council. The officials authorized by the Council to sign documents on its behalf
include Mayor Mike Moore as the City's executive and President of the Board of Public
Works and Safety.
The City of Jeffersonville (the lessee) has designated this Lease Purchase as a
"qualified tax - exempt obligation" pursuant to Section 265(b)(3) of the Internal Revenue
Code. The City has not issued, and does not intend to issue, more than ten million
dollars ($10,000,000.00) of "tax- exempt obligations" in the 2012 calendar year. The
City understands that should it be determined that this obligation does not qualify as
"qualified tax - exempt obligation" the interest rate as set forth in the documents
executed on or about this date will be adjusted to the taxable rate equivalentfor the
entire term of the Lease. a.
i #ti ana•a ns vi#t Nm nanvnc•
e. .i? f c t ° �2 e 4r IV1 .i' it {O ["n[.i3 �d1f �° RT ,. Gi.- �( 1l7!^ S�sq. _ � 6 -
i'T`, a..T : v. C6 m`..1`l�T' lfl6 ? -'� .. i'� r. �I. ".i - -
t i x ..- ...._ = +✓•4�� , —, .. -. � . • t " •E -, k F. `.�it 1 -4+•w i. V : F } �. am , 3 � w z' � J
Page Two
August 22, 2012
The Leasing Group
If I can be of any further assistance, please do not hesitate to contact me.
Yours very truly,
Les D. Merkley
City Attorney
•
{
}
Lease # 12021
EXHIBIT C
ESSENTIAL USE LETTER
Gentlemen:
Reference is made to that certain Equipment Lease /Purchase Agreement, dated as of , 2012
(the "Agreement ") between The Leasing Group. LLC as Lessor and City of Jeffersonville, Indiana as Lessee. The
Equipment, as such term is defined in the Agreement can generally be described as follows:
Kentucky 1 2013 Freightliner with 31 yard Excel Rear Loading Garbage Packer
Truck Sales / Serial # LM12 -2186
Best VIN # 1FVHG3DV2DDFB2866
Equipment
1 2013 Freightliner with 20 yard Legacy Rear Loading Garbage Packer
,µ.
Serial # LM12 -2187
VIN # 1FVACYBSXDDFB2861
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:
City of Jefferisonville,,Indiana
4 /
By
Title:
Date: • , 2012
Paee1of1
THE LEASING 130 St Matthews Ave, #201
GR0uP Louisville, KY 40207
Ph:502 -456 -2800 Fax 502 -456 -1188
Fax
To Peggy Fawcett @ ISU Insurance From Randy Leverett
Fax: 812- 246 -6335 Pages: - - (including cover)
Phone: 812- 246 -6333 Date: 8/28/12
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 ADDITIONAL INSURED Certificate
The New Washington State Bank The Leasing Group, LLC x,
1083 Market Street 130 St. Matthews Avenue, Suite 201
Charlestown, IN 47111 Louisville, KY 40207
REQUIRED INSURANCE INFORMATION
1) PHYSICAL DAMAGE. Coverage for fire, extended coverage, vandalism and malicious mischief,
and electronic data protection for the actual value of the equipment being leased which is
$319,431.77.
2) LOSS PAYEE. The New Washington State Bank must be named as Loss Payee on the
Physical Damage coverage. Inform your agent that the term "mortgagee" will not be acceptable
since that indicates a security interest rather than ownership as described above.
3) LIABILITY. You must provide liability coverage no Tess 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.
Lease # 12021
EXHIBIT E
ACCEPTANCE CERTIFICATE
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THIS ACCEPTANCE CERTIFICATE is issued pursuant to the certain Equipment Lease /Purchase Agreement dated `"1 / ° 2012
(the "Agreement ") between The Leasing Group, LLC ( "Lessor ") and City of Jeffersonville, Indiana ( "Lessee "). All terms not 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
compliance/with the Agreement, and hereby accepts, all of the Equipment described on the attached Description of Equipment this
' - 12, , 2012.
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:
i i
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City of Jeffensonivilt Indiana I
By:
Title:
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Date: I ; =� 2012