HomeMy WebLinkAboutChase Equipment LeaseCHAS
CHASE EQUIPMENT LEASING INC.
Mail Code OH 1-1085
1111 Polaris Parkway, Suite 3-A
Columbus, OH 43240-2050
City of Jeffersonville
Attn: Les Markley, City Attorney
501 East Court Ave., County Building
Jeffersonville, IN 47130
April 26, 2005
RE: New Account # 1000122235
Dear Mr. Markley:
Thank you for choosing Chase Equipment Leasing Inc. to assist with your equipment financing.
We appreciate your business and welcome the opportunity to work with you.
'Enclosed for your records are the transaction documents. Your payments will be dUe Quarterly on
the 19 of the month, with your next payment due on J_guly 19, 2005. You will be receiving an
invoice for the above referenced account at:
501 East Court Ave., County Building, Room 406
Attn: Bob Miller
3effersonville, IN 47130
This letter is intended to serve as a confirmation and does not modify or amend our agreement.
If we can be of assistance, please call our Customer Service Department at 800-879-9182 from
8'00 a.m. through 5'00p.m. ET Monday through Friday. We will be happy to help you.
Sincerely,
Nary C. Heubach
Documentation Specialist
Enclosures
JPMorgan Chase Bank, N.A.
Chase Equipment Leasing Tnc.
Tnstructions for Submitting
~Escrow Disbursement Requests
Thank yOu for choosing Chase Equipment Leasing Inc. to meet your equipment financing needs.
To ensure that you receive the quality service you expect from Chase Equipment Leasing ]:nc.,
we ask that you refer, to the following instructions when submitting escrow disbursement
requests in the future:
* All Escrow Disbursement Requests should be sent to us at the following address'
Chase Equipment Leasing :[nc.
Municipal Contract Management
1:[ :[ 1 Polaris Parkway, Suite A-3
Columbus, OH 43240
Our Customer Service Associates are prepared to answer your questions regard ng
anticipated or previous disbursement requests and can be reached at :[-800-6713-2601.
A complete disbursement request should include the following information to ensure
prompt processing: ....
:[. Completed and Signed Partial (or Final) Receipt CertifiCate/Payment Request
Form.
PLEASE NOTE' Escrow Disbursement Requests must bear the original signature by an
individual who has been authorized to execute the lease documentation. If you have
questions regarding who can sign
escrow disbursements, please contact Customer Service at 1-800-678-2601.
2. Vendor invoice for the Equipment. (Proof of payment also if we are reimbursing you)
3. WHEN THE E(~U[PF4ENT ]:S'MOTOR VEH:[CLES, one of the following must be
provided with items I and 2 above' (A) the original, or a copy, of the Vehicle Title
showing Chase Equipment Leasing Inc. as first lienholder OR (B) if the original title has
not yet been received, a copy (front and back) of the Manufacturer's Statement of
Origin (MSO) or Title Application showing Chase Equipment Leasing Inc. as
lienhoider.
Please clearly indicate on the vendor's invoice whether you wish to pay the vendor by
check or by wire transfer. :If a wire transfer is requested, please provide wire instructions
for each vendor.
When the F]:NAL disbursement from the escrow account is made, please complete, sign
and send the Final Receipt Certificate/Payment Request form so we will close the account
ESCINSTR.DOC PAGE I OF I
PARTIAL RECEIPT CERTIFICATE/PAYMENT REQUEST
Dated
Lease Schedule No. 1000122235 dated
Escrow Agreement dated as of April 19, 2005
APril 19, 2005
1. The undersigned Lessee of the above Lease Schedule and its Master Lease-Purchase Agreement
(collectively, the "Lease") hereby acknowledges reCeipt in good condition of all of the Equipment described on Schedule
..A-1 to this Partial Receipt Certificate/Payment Request as of the following Acceptance Date and hereby confirms that the
Equipment has been installed at the following location-
Acceptance Date:'
Equipment Location'.
501 East Court Ave., Jeffersonville, IN 47130
2. Lessee agrees that (a) the undersigned Lessor has not selected, manufactured, sold or supplied any of the
Equipment, (b) Lessee has selected all of the EquiPment and its suppliers, and (c) Lessee has received a copy of, and
approved, the purchase orders or purchase contracts for the Equipment.
3. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED,
INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
COMPLIES WITH ALL PURCHASE ORDERS OR' CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (c)
LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE.IS" WITH
ALL FAULTS; AND (d) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS
ACCEPTANCE OF THE EQUIPMENT.
4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from
the Equipment Acquisition Fund established under the Escrow Agreement to each party designated below as Payee, the
amount stated below in payment of all or part of the Purchase Price as stated below. Lessee hereby confirms that said
amount is due and payable under a purchase order or contract relating to the Equipment described herein and has not
formed the basis of any prior request for payment.
Payee #t'
Address:
Invoice: Number Date:
Amount: $
Payee #2:
Address:
Invoice' Number Date:
Amount: $
.City of Jeffersonville
(Lessee)
Chase Equipment Leasing Inc.
(Lessor)
By:
Title'
By:
Title: Funding Authority
ESCPRCT. DOC PAGE I OF 2
SCHEDULE A-1
Equipment Description
Lease Schedule No. _1000122235 dated April 19, 2005
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location'
Equipment Description:
Equipment Purchase PriceS.
This Schedule A-1 is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.
Chase Equipment Leasing Inc~.
City of jeffersonville (Lessor)
(Lessee)
By:
Title:
By:
Title: F_unding Authority
ESCPRCT.DOC
PAGE 2 OF 2
FINAL RECEIPT CERTIFICATE/PAYMENT REQUEST
Dated _, 20.___.__
Lease Schedule No. _1000122235
Escrow Agreement dated as of April 19, 2005
1. The undersigned Lessee of the above Lease Schedule and its Master Lease-Purchase Agreement (collectively,
the "Lease") hereby acknowledges receipt in good condition of ali of the Equipment described on Schedule A-l'to this Final
Receipt Certificate/Payment Request as of the following Acceptance Date and hereby confirms that said Equipment has been
installed at the following location:
Acceptance Date: ~.
Equipment Location: 501 East Court Ave. Jeffersonville IN 47130
Furthermore, Lessee hereby confirms that said Equipment together with all other property covered by Receipt Certificates
delivered prior to this Receipt Certificate represents al/of the Equipment to be subject to the Lease.
2. Lessee agrees that (a) the undersigned Lessor has not selected, manufactured, sold or supplied any of the
Equipment, (b) Lessee has selected all of the Equipment and its suppliers, and (c) Lessee has received a copy of, and
approved, the purchase orders or purchase contracts for the Equipment.
3. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED, INSPECTED
AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH
ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY
ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE
UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT.
4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from the
Equipment Acquisition Fund established under the Escrow Agreement to each party designated below as Payee, the amount
stated below in payment of all or part of the Invoice Price (as such term is defined in the Escrow Agreement) as .stated below.
Lessee hereby confirms that said amount is due and payable under a purchase order or contract relating to the Equipment
described herein and has not formed the basis of any prior request for payment.
Payee #1'
Address:
Invoice: Number
Amount: $
Date:
Payee #2:_
Address:
Invoice: Number
Amount: $
Date:
Payee #3:_
Address:
Invoice' Number
Amount: $
Date:
ESCFRCT.DOC
Payee ~4:
Address:
Invoice: Number Date:
Amount: $
5. If any funds remain in the Equipment Acquisition Fund established pursuant to the Escrow Agreement (including
any remaining amount of the Lessor's Deposit and/or any earnings thereon; collectively referred to as the "Escrow Balance"),
then Lessee hereby directs Escrow Agent to pay the Escrow Balance to Lessor and Lessor is hereby authorized to apply the
Escrow Balance as follows: (a) if the Escrow Balance is equal to or less than the next Rent Payment due under the Lease,
apply the Escrow Balance to said Rent Payment; or (b) if the Escrow Balance is greater than the next Rent Payrnent due under
the Lease, apply the Escrow Balance as a partial prepayment of principal under the Lease and Lessor is authorized to send a
revised Payment Schedule for the Lease that reflects said prepayment.
Chase Equipment Leasing Inc.
("Lessor")
City of Jeffersonville
("Lessee")
By: By:
Title: Title:
ESCFRCT.DOC
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000122235
dated April 19, 2005
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location:
Equipment Description:
Equipment Purchase PriceS.
This Schedule A-1 is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.
City of Jeffersonville
(Lessee)'
Chase Equipment Leasinq inc.
(Lessor)
By: By:
Title:
Title: Funding Authority
ESCFRCT. DOC
ESCROW AGREEMENT
Dated as of April 19, 2005
(Gross Fund-Earnings to Lessee)
This Escrow Agreement together with ail addenda, riders and attachments hereto, as the same may from tim to time be
amended, modified or supplemented ("Agreement~') is made and entered as of the date set forth above by and among the
Escrow Agent identified below ("Escrow Agent"), the Lessee identified below ("Lessee') and CHASE EQUIPMENT LEASING
~NC. ("Lessor").
Escrow Agent: J- P' MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
Lessee:
receipt
of
.
~onsideration, which is hereby acknowledged, the partieS-hereto agree as follows:
For
good
and
valuable
Section 1. Recitals__.
' and ' have entered into'the Lease identified below (a copydescfibedof whichthereiniS(theattached,,Fquipment,)t° thiSto
1.01 Lessor Le'sseeLessor has agreed to lease and sell certain property
rth
Agreement as ~ whereby
Lessee, and Lessee has agreed to .lease and purchase the Equipment from Lessor, in the manner and on the l:erms set fo
in the Lease.
. 1.02 "Lease" means, collectively, the Lease Schedule identified below and the Master Lease-Purchase Agreement
identified in said Lease Schedule (to the extent that it relates to said Lease Sc.hedule) together with all exhibits, schedules,
addenda, riders and attachments thereto.
Lease Schedule No. 1000122235
cause to be paid to the Escrow Agent the amount of
1.03 LESS ......... ;-.~"%'-d to th~-Equipment Acquisition Fund established in Section 2 hereof. To the extent
OR'S DEPOSIT' $237,040.00. , Lessor shall pay or nt funds
the Lessor's Deposit which w~
that the Purchase Price of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Age
which will be credited to the Equipment Acquisition Fund and used to pay the balance Of the Purchase Price of the Equipment
or Lessee shall pay such balance directly to the Suppliers.
1.04 FUNDING EXPIRATION DATE: October 19, 2006. Lessee and Lessor agree that all Equipment should be
delivered and inst-alled, and all funds disbursed from the Equipment Acquisition Fund, no later than the above Funding
Expiration Date.
1.05 Under the Lease, Lessee will cause each item of Equipment to be ordered from the applicable Suppliers.
Lessee shall furnish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all Equipment
ordered pursuant to the Lease, showing the Supplier, the Purchase Price,and the estimated delivery dates.
1.06 Subject to such control by Lessee and Lessor as is provided herein, Lessor and Lessee agree to employ the
Escrow Agent to receive, hold, invest and disburse the moneys to be paid to the Escrow Agent as described in Section 1.03,
all ~s hereinafter provided. The Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor
under' the Lease or of any Supplier with respect to any Equipment by reason of anything contained in this Agreement. Any
funds in the Equipment Acquisition Fund not needed to pay the Purchase Price of Equipment will be paid to Lessor or Lessee,
all as hereinafter provided.
1.07 This Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee
under the Lease, but is entirely supplemental thereto. The terms capitalized in this Agreement but not defined herein shall
have the meanings given to them in the Exhibit A. .
1.08 Each of the parties hereto has authorib/~o enter into this Agreement, and has taken att acdons necessar'/to
authorize the execution of this Agreement by the officers whose signatures are affixed hereto.
Section 2. Equipment Acquisition Fund.
2.01AcquisitionThe EscrOwFund,,),AgentshailShallkeepestabliShsuch funda specialseparateeSCrOW fund designated as the Equipment Acquisition Fund (the
and apart from ail other funds and money held by it, and shall
"Equipment
administer such fund as provided in this Agreement'.
2.02 The'Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the
h shall be used' to pay the balance of the Purchase Price of each item of Equipment subject
Equ~ mentA q
MUN3_escrow.doc (11-29-00)
to the Lease. The Escrow Agent shall pay to the Suppliers of the Equipment the payment amounts then due and payable with
respect theret? upon receipt of all of the, following:
(a) a Receipt Certificate/Payment Request executed by Lessor and Lessee which describes the items of Equipment
for which payment is to be made and specifies each Supplier and its address and the applicable pod:ion of the
Purchase Price of the items of Equipment to be paid;
(b) the Suppliers' invoices speci~ing the applicable portion of the Purchase Price of the items of Equipment described
in said Receipt Certificate; and
(c) if the item of Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Origin (MSO) covering such
item showing Lessor as first' and sole lienhoider.
2.03 If Lessor ~telivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or
of a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escro. wAgent
shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund.
2.04' Upon the Escrow Agent's receipt of a Full Funding Notice, the Escrow Agent shall apply the balance remaining
in the Equipment Acquisition Fund: -
firs.___}t, to all reasonable fees and expenses incurred by the Escrow Agent in' connection herewith as evidenced by its
statement forwarded to Lessee and Lessor; and
Second., to Lessor to be applied by Lessor for benefit of Lessee either: (a) toward the prinCipal portion of the Rent
Payment next coming due under the Lease; or (b) toward a partial prepayment of the principal amount remaining due under
the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised PaYment Schedule reflecting such partial
prepayment of principal.
"Full Funding Notice" means the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the
Lease has' been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has
been paid to the applicable Suppliers.
2.05 Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow. Agent sha~l apply'the be{anco of the
Lessees Deposit remaining in the Equipment. Acquisition Fund:
firs_..._~t, to ali reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its
statement forwarded to Lessee and Lessor; and
second, to Lessor to be applied by Lessor for benefit of Lessee either: (a) toward the principal portion of the Rent
Payment next coming due under the Lease' or (b) toward a partial prepayment of the principal amount remaining due. under
the Lease and thereupon Lessor shall prepare and de~iver to Lessee a revised, payment Schedule reflecting such partial
prepayment of principal. .
Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent sha~1 apply the interest earnings on the
Lessor.~s Deposit as set forth in. Section 2.04 above.
' 2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment
Acquisition Fund to make the payments herein required.
·
Section 3.-
3.0'1 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the
benefit of Lessee and Lessor, and such money, together with any income or interest earned thereon, sha~l be expended only
as provided in this Agreement, and shall not be subject to lev,/or attachment, or to any security interest or tien, by or for the
beeefit of any creditor of either Lessee or Lessor; provided, that the money and im~estments held by the Escrow Agent under
this Agreement shall be subject to the securib/interests provided in Sections 3.07 and 4.03 hereof.
invested and reinvested by the Escrow Agent at the written
3.02 Money held by the Escrow Agent hereunder shall besuch investments shall be registered in the name of the
' Investments (as defined below). " affiliate, as principal or
'direction of Lessee in Qualified
Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any
agent, investments authorized by this Section. Such investments and reinvestments'shail be made giving consideration for the
time at which funds are required to be available. No investment shall be made that wou~d cause the Agreement to be deemed
an "arbitrage bond" within the meaning of Section 148(a) of the tnterna~ Revenue Code of 1986, as amended.
3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or
investment of the Escrow Account and is not a trustee or fiduciary to Lessee. Lessee acknowledges and ;agrees that all
investments made pursuant to this section shall be for the account and risk of Lessee-and any losses associated with
investments shall be borne solely by Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the
Escrow Account, as and when instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified
Investments"): (a) obligations of the United States of America' (b) general obligations of any State of the United States of
America' (c) general obligations of any political subdivision of a State of the United States of America, if such obligations are
rated by at least two recognized rating services as at least AA; (d) certificates of deposit of any national bank or banks
(including, if applicable, Escrow Agent or an affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation
(FDIC) with a net worth in excess of $100,000,000 ("Acceptable Bank"); (e) obligations of State or Municipal Public Housing
Authorities chartered by the United States of America and guaranteed by the United States of America; (f) demand interest
bearing accounts of Escrow Agent or an affiliate of Escrow Agent if Escrow Agent or an affiliate of Escrow Agent is an
Acceptable Bank; (g) money market funds whose assets are solely invested in obligations listed in (a) through (f') above,
including repurchase a~reements secured by such obligations, and which money market funds are rated in either of the two
highest categories of any Rating Agency at the time of purchase, including, without limitation, the JPMorgan Funds,.the One
Group Funds or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves; as investment
manager,'administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (1) the Escrow
Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent charges
and collects fees for services rendered pursuant to the Lease or this Agreement, which fees are, separate from the fees
received from such funds and (3) services performed for such funds and pursuant to this Agreement may at times duplicate
those provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor.
In the event that no instructions are received from Lessee as provided above, Escrow Agent shall invest the .Escrow Account in
JPMorgan Funds or One Group Funds pursuant to subparagraph (g) above.
3.04 If any of the above-described Qualified investments are not legal investments of Lessee, then Lessee shall
immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide
Escrow Agent with direction to invest funds in accordance with Section 3.03.
3.05 The Escrow Agent shall, without further direction, sell such investments as and when required to make any
payment from the Equipment Acquisition Fund. Any irfcome received on such investments shall...be credited to the Equipment
Acquisition Fund.
3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. The Escrow
Agent shall not be responsible or liable for any loss. suffered in connection with any investments of moneys made by it in
accordance with this Section.
3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under
this Agreement as collateral security for the payment and performance of all of Lessee's obligations under the Lease, this
Agreement and any 'agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants
to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens,
security interests or encumbrances .other than the security interests created under this Agreement. Escrow Agent hereby
acknowledges that it holds the money and investments held by the Escrow Agent under this Agreement subject to such
security interest created by Lessee as bailee for LeSsor; provided, that Escrow Agent's security interest in such money and
investments as created ur~der Section 4.03 hereof shall be superior to Lessor's security interest therein.
-'~ "Section 4, Escrow Agent's Authority; Indemnification.
4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature
which it, in good faith, believes to be genuine' assume the validity and aCcuracy of any statement or assertion contained in
such a writing, notice, certificate, instruction or instrument; and assume that any person purporting to give any such writing,
notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except
as expressly provided otherwise in this Agreement, the Escrow Agent shall not be liable 'in any manner for the sufficiency or
correctness as to form of, the manner of execution of, or the validity, accuracy or authenticity of any writing, notice, certificate,
instruction or instrument deposited with it, r~or as to the identiW, authority or right of any person executing the same. The
Escrow Agent's duties hereunder (induCing. without limitation, its duties as to the safekeeping, investment and disbursement
of moneys in'the Equipment Acquisition. Fund) shall be limited to those specifically provided herein.
4.02 Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent from any
and ali claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and
fees and expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and
performance of this Agreement, except to the extent and that such Losses are due to the gross negligence or willful
misconduct of the Escrow Agent, or (ii) its following any instructions or other directions from Lessee or the Lessor, except to
the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The provisions of this
Section 4.02 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any
reason. The indemnifications set forth herein are intended to and shall include the indemnification of all affected agents,
directors, officers and employees of [he Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has
been advised of the likelihood of such loss or damage and regardless of the form of action.
4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments
held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section
4.02 and for any other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent
(including reasonable attorneys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising
between Lessee and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the
Escrow Agent hereunder, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property
until and unless said expenses, costs, fees and Charges shall be fully paid.
4,04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement, about their rights and
obligations under the Lease or this Agreement, or about the propriety of any action contemplated by the Escrow:::Agent
hereunder, then the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement.
Lessee and Lessor shall pay ali costs, including reasonable attorneys' fees, in connectiOn with such action. The Escrow Agent
shall be fully protected in suspending all or any part of its activities under this Agreement until a final judgment in such action is
received.
4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization
and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or
errors of judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful
misconduct. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own
funds in the performance of any of its duties or the 'exercise of any of its rights or powers hereunder.
Section 5. Chanqe of Escrow Agent.
5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive
of borrowed capital) and surplus of at least $10,000,000.00, qualified as a depository of public funds, may be substituted to act
as Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties
hereto. Upon any such substitution, the Escrow Agent agrees to. assign to such substitute Escrow Agent all of its rights under
this Agreement.
5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its
intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice
is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a
successor Escrow Agent has been approved by Lessee and Lessor.
5.03 Th'e Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the
Escrow Agent under this Agreement, to hold title to property or to take any ,other action which may be desirable or necessary
hereunder.
5.04 Any corporation, association or other entity into WhiCh the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
busini~s§ or any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other
transfer to which it is a party, ipso factq, shall be and become successor escrow agent hereunder, vested with all other matters
as was its predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto,
notwithstanding anything herein to the contrary.
Section 6. Administrative Provisions.
6.01 The Escrow Agent shall keep complete and accurate records of alt money received and disbursed under this
Agree~,'n, ent, which shall be available for inspection by Lessee or Lessor, or the agent o'f either of them, at any time during
regular business hours.
6.02 All written nor. ices to be given under this Agreement shall be given by mail to the party entitled thereto at its
address set forth below, or at such address as the party may provide to the other parties hereto in writing from time to time.
Any such notice shall be deemed to have been received three (3) days after deposit in the United States mail, with postage
fully prepaid.
6.03 This Agreement shall be construed and governed in accordance with the laws of the State of Lessee.
6.04 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such
prohibition, and shall not invalidate the remainder of this Agreement.
6.05 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. Specifically, the term "Lessor" as used herein means any person or entity to whom Lessor has assigned its right to
receive Rent Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a
written notice of such assignment is filed with the Escrow Agent.
6.06 This Agreement maY be simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same Agreement.
6.07 This Agreement shall terminate upon disbursement by the Escrow Agent of alt money held by it hereunder.
Section 7. Security Procedures. in the event funds transfer instructions are given (other than in wdting at the time of
execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instructions by telephone call-back to the person or persons designated on schedule 1 hereto ("Schedule
1"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated.
The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by
the Escrow AgenL The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account
numbers or similar identifying numbers provided by the Lessee or Lessor to identify (i) the beneficiarY, (ii) the beneficiary's
bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes
using any such identifying number, even where its use may result in a person other than the beneficiary bE;lng paid, or the
transfer of funds to a bank other than the beneficiary's bank or an intermediarY bank designated. The parties to this Escrow
Agreement acknowledge that these security procedures' are commercially reasonable.
[q'he next page is the signature page.]
Section 8. Escrow Aaent Fees. $750.00 ("Acceptance Fee"). As compensation for Escrow Agent's services
t the above Acceptance Fee' ~rovided, that Escrow Agent will waive the
hereunder, Lessee grees to pay Escrow Agen , . ' - '' ' fan bank affiliate of
Acceptance Fee so long as the Qualified Investment for the Lessor s Deposit shall be an eligible deposit o y ,
the Escrow Agent and/or any JPMorgan Fund or any One Group Funds. if the Acceptance Fee is payable by Lessee then
Lessee authorizes Escrow Agent either to deduct said Acceptance Fee from the interest and earnings otherwise payable to
Lessee under this Agreement or to bill and collect said Acceptance Fee at the Funding Expiration Date. in addition, Lessee
agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary fees and
expenses for performing its obligations hereunder (including, but not limited to, attorney's fees and expenses) and to pay al~
other amounts expressly due and payable to Escrow Agent hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,.
j. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION ..... '
("Escrow Agent")
6525 West Oval Campus, Suite 200
By:
New Albany, Ohio 43054
Title:
CHASE EQUIPMENT LEASING INC.
("Lessor")
Title: F
City of Jeffer/sonville
/
~;LeSsee") '~ /
Title:
1111 Polaris Parkway, Suite A-3
Columbus, Ohio 43240
501 East Court Ave., County Building
Jeffersonville, IN 47130
Attachments:
Exhibit A (Copy of Lease Schedule identified in Section 1.02 above)
Schedule 1 {Name/telephone # of call-back person(s) designated by Section 7 above)
FROM
Section 8. ~_rpw Accent _Fee~_. $750.~ ~ce~mn~ F~, ~ ~m~~cn ~ Escrow ~ent's set~ic~
hereund~, ~ee agre~ ~ ~Y Escr~ Agent ~e above ~P~~ F~; omy_id~, ~ Escrow Agent ~11 waive ~e
A~¢tan~ F~ ~ Iong aa ~e ~alffied InveStment ~r the Le~oCs Deposff shalt~be an elicble de.sit of any bank affiliate 0f
~e Escrow A~nt an~ar any JPMo~an Fund or any One Group Fund~. If the Acceptance Fee Is pebble by Le~, ~en
Lesa~ a~hodzes Es~ow Ag~t e}ther to deduct said A~ep~nce Fee ~m the interest and earnings othe¢~i~ p~b~ to
L~ und~ ~is ADamant or m bill ~d ~il~t said ~~nce Fee at ~ F~ding ~p[~fion Date. In addi~n, Lessee
agrees ~ ~mbume Es~ow Ag~[ for 1~ reasonable out~f-po~t co~ and expenses and a~y ~mcrdina~ fees 3nd
expenses for p~rming i~ obligations hereunder (including, but no[ limited to, a~r~y's fees and ~penses) and to pay 311
other amounts ~pres~ due and payable ~ Escrow Agent ~munder,
IN W~NESS WH~EOF, ~e padies have ex--ted ~is ~ment as ~ ~e date first ~i~en above. . '.'
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
("Eacro~nt')
.~e~ ~¢_~ .~~f..~~..,,~, .- 6525 West O~i C~~, Suite 200
CHASE EQUIPMENT LEASING INC.
CLesso¢)
1111 Polaris Parkway. Suite A-3
Columbus, Ohio 43240
C,
Attachments:
501 East Cour~ Ave., County Building
3effersonviile, IN 47130
E.~.hibit A (Col:~y' of Leas~ Schedule identif'ia~:~ in Section 1.07. above)
Schedule I (Name/telephone # of call-back: Demon(s} designated by Section 7' abOve)
APR-22-2005 FRI 09'52 aM CITY CLERK TREASURER
F,A× NO, 8~2 28~ 6426
EQUIP L£AS lt,kl
PAGE
P, 03/07
02183
S~hedule t
~~L~a_a to ooqfirm Funds Tr~in_.s~r lnslru~'u'ons
If to
1. Larry F,. Spencer
2. Mtchei!e D.: Nar~ca
3, Mary C. t-feubact~
4. Til~athy L. E!f¢.tbrr~k
Zoteph arte Number
(6t4) 213-7177
(614) 213.1019
(614) 213-1557
(614) 2t:~-7645
'l'ote. t~tlone call-backs ,,..-hail be rnada t:o each Lessee and Lesser if joint Instructions are required pursuant t° this,
Escrow A0r.domont.
MtlND..t~acr'ow. dac-, (1'1-2'-3.00) PAGE 7 OF 7
ESCROW FUNDING SCHEDULE ADDENDUM
AND ARBITRAGE CERTIFICATE
Dated As Of April 19, 2005
Lease Schedule No.
Lessee:
Escrow Agent:
Escrow Agreement dated as of
1000122235
City. of Jeffersonville
J.P. Morgan Trust Company, National Association
A~orit 19, 2005
Amount To Be Deposited Into Escrow: _$237,040.00 ("Lessor's Deposit")
Reference is made to the above' Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement
identified in the Schedule ("Master Lease") by and between Chase Equipment Leasing Inc. ("Lessor") and the above
lessee ("Lessee"). As used herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the
Master Lease relates to the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is
hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shai~
have the same meaning when used herein.
NOW. THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and
Lessee hereby agree to amend the Lease as follows:
1. Lessee and Lessor together with the above Escrow Agent (',Escrow Agent") have entered into the above
Escrow Agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase
Price of the Equipment will be paid.
2. Lessor shall deposit such amount into escrow as is required by the Escrow Agreement, which amount shall be
credited to the Equipment Acquisition Fund. Lessee shall pay the balance of the Purchase Price of the Equipment, either
by deposit in escrow to the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment.
3. The Lease Term of the Lease shall commence on the earlier of the date specified in the Payment Schedule to
the Schedule or the date of Lessor's deposit of funds into the Equipment Acquisition Fund. Notwithstanding the
statements regarding delivery and acceptance of the EquiPment in the Schedule, the parties acknowledge that the
Equipment wilt be accepted as provided in the Escrow Agreement.
4. The delivery of documents and the satisfaction of any other conditions required by the Escrow Agreement or
this Addendum shall be additional Funding Conditions for the Lease. ,
·
5. Upon Lessee's execution of the Escrow Agreement., Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its
obltgations under the Escrow Agreement, and all such actions have been duly authorized by appropriate findings and
actior~s bf Lessee's governing body; (b) the Escrow Agreement has been duty executed and delivered by Lessee and
constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; and (c) the Escrow
Agreement is authorized under, and the authorization, execution and delivery of the Escrow Agreement complies with, all.
applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
public investment laws) and all applicable iudgments and court orders.
6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of
Lessee in paragraph 5 above.
7. It shall be an additional even~ of default under the Lease if Lessee fails to pay or perform any of its obligations
under the Escrow Agreement or this Addendum or if an'/of ,'.he representations cf Lessee in the Escrow Agreement or this
Addendum prove to be false, misleading or erroneous in any material respect.
8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby
certifies that he/she is the duly qualified and acting representative of Lessee with the title set forth below his/her signature
hereon' that Lessee has executed and delivered the Schedule and the Master Lease (collectively, the "Lease"); that
Lessee is a political subdivisi°n of the State identified in the Lease; and that in his/her official capacity as such officer
he/she is responsible for executing and delivering, on behalf of the Lessee, the Lease and this Addendum. This paragraph
of this Addendum (hereinafter, this paragraph shall be identified as the "Arbitrage Certificate")is being issued by Lessee
as a "no arbitrage certificate" purs'uant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"),
and Treasury Regulations, Sections i.148-0 through 1.148.11 (the "Regulations"). Lessee represents and warrants to
Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or
are reasonably expect to occur hereafter.
(a) The Lease provides for the lease of the EquiPment described in the Lease by Lessor to Lessee..Under the
Lease, Lessee is required to make Rent Payments with respect to the Equipment, comprising principal and
interest, on the dates and in the amounts stated in the Payment Schedule to the Lease.
(b) Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of
the availability of monies needed to pay the cost of the Equipment when due, Lessee, Lessor and the Escrow
Agent have executed the Escrow Agreement.
(c) Contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued
by Lessee to Equipment Vendors therefor and the Equipment will be acquired and installed with due diligence.
Based upon the provisions of the contracts or purchase orders, the Equipment will be acquired and installed no
later than eighteen (18) months from the date of the Escrow Agreement ("Funding Expiration Date").
(d) The Escrow Agreement provides that Lessor shall deposit the Lessor's Deposit into escrow to be credited to
the Equipment Acquisition Fund created by the Escrow Agreement and utilized to pay for the Equipment as
provided therein. It is presently expected that all such funds initially credited to the Equipment Acquisition Fund
shall be disbursed to pay for 'the Equipment, but any such amounts ultimately determined not to be needed for
such purposes and the interest earnings on the amounts held in escrow shall be utilized on or after the Funding
Expiration Date to pay part of the principal due under the Lease, as provided in the Escrow Agreement.
(e) Ali of the spendable proceeds of the Lease will be expended on the Equipment and related expenses on or
before the Funding Expiration Date.
(f) The original proceeds of the Lease, and interest to be earned thereon, do not exceed the amount necessary
for the purpose for which the Lease is issu.e~l.
(g) The interest of Lessee in the Equipment has not been and is not expected dudng the term of the Lease to be
sold or disposed of by Lessee.
(h) No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments.
(i) Lessee represents, warrants and covenants to one. of the following statements of this clause (i) as is initialed
by LeSsee below [and if Lessee fails to initial its selection, then subclause (A) shall be deemed to have been
selected by Lessee]'
(A)
100% of the proceeds of the Lease shall be paid for the acquiSition of the Equipment
within 18 months of the date of the Escrow.Agreement in accordance with the following
schedule:
(B)
15% within 6 months of the date of the Escrow Agreement;
60% within 12 months of the date of the Escrow Agreement; and
100% within 18 months of the date of the Escrow Agreement.
100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment'
within 6 months of the date of the Escrow Agreement.
,~ ~' ~48(T3(4)(D) of the Code
(C) Lessee qualifies for the "small issuer" exemption in s,.cdon ,
because all of the following are true: (1) Lessee is a governmental unit with general
taxing powers, and (2) the Lease is not a "private activity bond" as defined in Section 141 of
the Code, and (3) 95% or more of the proceeds of the Lease shall be used for the
governmental activities of Lessee, and (4) the aggregate face amount of all tax exempt bonds
and other tax exempt obligations (other than "private activity bonds") issued by Lessee (and
any subordinate entities of Lessee as contemplated by Section 148(0 of the Code) during the
calendar year in which the Lease is issued is not reasonably expected to exceed $5,000,000.
(j) Lessee hereby covenants that Lessee shall comply with ali of the requirements of the Code and Regulations
relating to the rebate of arbitrage profit to the United States of America (including, without limitation Section
148(f) of the Code) and will rebate to the United States of America all arbitrage profit required thereby.
(k) To the best of the knowledge and belief of'the undersigned, the expectations of Lessee, as set forth above,
are reasonable' and there are no present facts, estimates and circumstances which would change the foregoing
expectations.
(!) Lessee has not been notified of the listing or proposed listing of it by the internal Revenue Service as an
issuer whose arbitrage certificates may not be relied upon.
9. Excepf~ as expressly amended by this Addendum and other modifications signed by Lessor, the Lease
remains unchanged and in full force and effect.
( essee) (
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of tlfl'e date first referenced above.
Chase Equipment Leasing Inc.
(Lessor)
Title' Fundi .r~,'A'uthorit~
MUN2ESCR.ADD
¢tPR-22-2005 FR[ 09'52 Ail CiTY 0LERK TREASURER
0.1115t2~05 14' 89 614-.'21'3-S44~
FaX HO, 8~.2 28S 6426
CHASE EQUIP LE~IIqG
PAGE
P, 04/07
031EI3
t have rr=caived a uun'ent prospectuses for the following Funds of The One Group and hereby, authorize
ahd. approve Il'ica use o{ Institutional Shares of Tho One Group Fund as an trrveslm~n[ in the account: as
follows:
.,_,~___ ln~tit~tioD~r Prime Money Marke~ Fund
.... Prime Money Mad,.a~ Fund
...... U.S, Tre,asuW Securities Money. Market FuDd
..... Treasury Only Money Marke~ Fund
.... (_~ovefnrrlent Money Marker Fund
.... Municipal Money MaFket Fund
..... Ohio Muntc{iaal Money faarkel FuDd
This approvs[ and authOri~..~tion shall cnntInue In full force and e~t unfl'l J. P,. Morgan Trust Company,
N. A. receives wdttef~ rlotiI'ication to the con[r~ry.
The One Groupe Authorization
Name of Account'
Escrow A~ement for City_ of Jeffersonviite
t have received a current prospectuses for the following Funds of The One Group and hereby authorize
and approve the use of Institutional Shares of The One Group Fund as an investment in the account as
follows: '
Please choose one:
The One Group Money Market Funds
Institutional Prime Money Market Fund
Prime Money Market' Fund
U.S. Treasury Securities Money Market Fund
Treasury Only Money Market Fund
GOvernment Money Market Fund
Municipal Money Market Fund
Ohio Municipal Money Carket Fund
This approval and authorization shall continue in full force and effect until J. P. Morgan Trust Company,
N. A. receives written notification to the contrary.
City of
By:
Print'~ame:
Title'
Date'
LEASE SCHEDULE NO. 1000122235
Dated As Of April 19, 2005
This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease-Purchase
Agreement described ~etow ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the
Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the
Master Lease will have the same meaning when used herein.
Master Lease-Purchase Agreement dated August 22, 2000_
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and
made a part hereof.
.
B. EQUIPMENT LOCATION' 501 East Court Ave_
~effersonville, IN 47130
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS tN GOOD WORKING ORDER AND COMPLIES
WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR
PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH
ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE' Lessee represents and agrees that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and
the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions
consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term' to use the
Equipment; to continue this Lease' and to make Rental, Payments if funds are appropriated in each fiscal year by its
governing body.
E. RENTAL PAYMENTS' LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement date
thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease
Schedule.
F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay ali Rental Payments, its disclaimers in
Section 7 thereof and its representations in Sections 6.1 and 16 thereof).
Date:
Equipment/Escrow Acceptance ~.~-..:.~,o_~ .
LESSEE: /~///~
By.
/
Title' ,:
501 East Court Ave., County Building
Jeffersonville, 1N 47130
.LESSOR:
Chase Equipment Leasing inc., formerlY' known as
Banc One Leasing Corporation
·
B
Title: Fun ' Authority
1111 Polaris Parkway, Suite A3
Columbus, Ohio 43240
MLDS.DOC
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000122235 dated April 19,200.5
The Equipment described below includes all attachments, additions, .accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location'
501 East Court Ave.
Jeffersonviile, IN 47130
Equipment Description:
(2) Two garbage trucks
Expected Equipment Purchase Price
Minus Lessee Down Payment/Trade-in
Net Amount Financed
$2.37,040.00
Sn/a
$237,040.00'
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
schedule.
City of Jeffe(s
(Le~se.e)
Title:
chas'e Equipment Leasing lnc_
(Lessor)
Title: ~F un d~~utho ri~_
PAGE 1 OF 1
PAYMENT SCHEDULE
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master
Lease-Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below.
Lease Schedule No. 1000122235 Dated April 19.2005
Accrual Date: April !9.2005
Amount Financed' , $237.,040.00
Interest Rate:
3.7800% per annum
Rent Rent Rent
Number Date Payment
1 7/19/2005 $ 13,063.02
2 10/19/2005 $ 13,063.02
3 1/29/2006 $ '13,063.02
4 4/19/2006 $ i3,063.02
5 7/19/2006 $ 13,063.02
6 10/19/2006 $ 13,063.02
7 1/19/2007 $ 13,063.02
8 4/19/2007 $ 13,063.02
9 7/19/2007 $ 13,063.02
10 10/19/2007 $ 13,063.02
11 1/29/2008 $ 13,063.02
12 4/19/2008 $ 13,063.02
13 7/19/2008 $ 13,063.02
14 10/19/2008 $ 13,063.02
15 1/19/2009 $ 13,063.0.2
16 4/19/2009 $ 13,063.02
17 7,/19/2009 $ 13,063.02
18 10/19/2009 $ 13,063.02
19 1./19/2010 $ 13,063.02
20 4/19/2010 $ 13,063.02
Interest
Portion
$ 2,240.03
$ 2,137.75
$ 2,034.51
$ 1,930.29
$ ~,825.08
$ ~,7~8.88
$' 1,503.47
$, 1,394.23
$ 1,283.96
$ 1,172.65
$ 1,060.28
$ 946.86
$ 832.36
$ 716.78
$ 600.11
$ 482.33
$ 363.4~
$- 243.43
$ 1_22.28
Totals $ 261,260.40
$ 24,220.40
Principal Termination
Portion Value
10,822.99 $ 233,003.52
10,925.27 $ 221,750.49
11,028.51 $ 210,391.13
11,132.73 $ 198,924.42
11,237.94 $ 187,349.34
11,344.14 $ 175,664.87
11,451.34 $ 163,869.99
11,559.55 $ 151,963.66
11,668.79 $ 139,944.80
11,779.06 $ 127,812.37
11,890.37- $ 115,565.29
12,002.74 $ 103,202.47
12,116.16 $ 90,722.82
12,230.66 $ 78,125.24
12,346.24 $ -65,408.62
12,462.91 $ 52,571.82
12,580.69 $ 39,613.71
12,699.58 $ 26,533.14
12,819.59 $ 13,3'28.96
12,940.74 $ -
$ 237,040.00
City of Jeffersonville///'/
(Less~____~ .
By:
Title:
Chase Equipment Leasing Inc.
(Lessor)
· '- MLDPYMT.DOC PAGE 1 OF 1 "'' ..............
PREPAYMENT RESTRICTION SCHEDULE ADDENDUM
Lease Schedule No. 1000122235
Lessee' .City of Jeffersonviile
Reference is made. to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement
("Master Lease") identified in the Schedule, which are by and between Chase Equipment Leasing Inc. ("Lessor") and the
above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent
that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and
conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein.
1. Solely for pu'rposes of the Schedule, Lessor and Lessee agree that, notwithstanding anything to the contrary
in the Lease (express or implied), Lessee's option under Section 15 of the Master Lease to purchase the Equipment or to
prepay the Lease obligations may be exercised by Lessee only on or after the Permitted Prepayment Month of Lease
Term (as Stated below).
Permitted Prepayment Month' on or after the I,ast, month of the Lease Term
2. The parties acknowledge that the Termination Value column of the Payment Schedule to the above Lease
Schedule is included solely for purposes of the calculations required by Sections 13.3 (casualty loss of Equipment) and
14.1 (required amount of casualty loss insurance) of the Master Lease and said Termination Value column does not
negate the restrictions on purchase options or voluntary prepayment in paragraph 1 of this addendum.
3. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor
and Lessee, the Lease remains unchanged and in full force and effect.
reference~~a~, ove.
City'
Sy: ~
the parties hereto have executed this Addendum as of the date of the Schedule first
CHASE EQUIPMENT LEASING INC.
(Lesso r)
Tithg: Eun~~uth°ritv
(restricted prepay sch add [iegai:7.5.02])
VEHICLE SCHEDULE ADDENDUM
Dated As Of April 19, 2005
Lease Schedule No..1000122235 Dated April 19, 2005
Lessee: City of Jeffersonvitle
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the
Schedule ("Master Lease") by and between Chase Equipment Leasing Inc. ("Lessor") and the above lessee ("Lessee").
This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the
Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning
when used herein. ,
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee
hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State laW, then
the following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or
security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master
Lease shall be in an amount not less than $5,000,000._00 per person injured and $5,000,000.00 combined single limit per
unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance
amount shall be such larger amount as may be reasonably required by Lessor) and $5_,000,000.00 for damage to property
of others;
(c) Lessee shall iurnish and permit only duly iicensec], trained, safe and qualified drivers to operate any such unit of
Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to ~be duly registered and licensed as required by applicable State law
with Lessor noted as lienhoider and Lessee as owner.
2. Except as expressly amended, by this Addendum and other modifications signed by Lessor, the Schedule remains
unchanged and in full force and effect.
IN WITNESS WHERE'~=,-~,e parties hereto have executed this Addendum as of the date first referenced above.
City of Jeffersonvi
(Lessee)
·
By:
Title:
Chase Equipment L.easing Inc_
(Lessor)
Title: Fundi .~, uthod~
'AVEH.DOC
PAGE 1 OF t
DEPARTMENT OF LAW
LESLIE D. MERKLEY
City Attorney
81.2 - 285 - 649 l office
812- 285 -6468 fax
Imerkley@ci tyo~]efferso nville, net
City- County Building
50l E. Court Avenue
Jeffersonville, Indiana 47130
Robert L. Waiz, Jr.
NIayor
Date~
April 19, 2005
Lessee:
City of j effersonville
Lessor:
Re'
Chase Equipment Leasing, Inc.
Lease Schedule No. 1000'122235 dated April 19, 2005 together with its
Master Lease-Purchase Agreement dated as of August 22, 2000 by and
Bet-ween the above-named Lessee and the abo~e-named Lessor and ~e
Escrow Agreement dated A. pdl 19, 2005 relating ro r_he foregoing
Gendemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-
Purchase Agreement and all other agreements described above or related thereto
(collectively',. the "Agreements") and various related matters, and/.n this capacity have
reviewed.a duplicate original or certified copy of r_he 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 opi4ion that:
o
Lessee ~s a political subdivision of r_b,e Sr~ate of Indian2 (The "State") duly
organ/zed, e~srmg and opera,rig =rider the ConsrSmrion and laws of Ce State.
9
Lessee is. authorized and has power under State law to enter into all the
Agreements, and to carry out its obligations hereunder and the rransacdons
contemplated thereby.
,
The Agreements and all other documents related r_here:o have been duly
authorized, approved and executed by and on behalf of Lessee, and each of d~e
Agreements is a valid and binding contract of Lessee enforceable m accordance
with irs terms, except to r. he extent Ikmited by Stare and Federal laws a££ecrmg
credJ, ror's remedies and by bankruptcy, reorganization or or. her laws of genera[
appticadon relatmg ro or affecting the en£orcemenr of creditor's fights.
An equal oppormnitw, employer.
DEPARTMENT OF LAW
Page Two
April 19, 2005
Opinion of Counsel
.
The authorization, approval and execution of the Agreements and ail other
proceedings of Lessee relating ro the rransac.dons contemplated thereby have
been performed in accordance with att applicable Local, State and Federal laws
(includ/ng open meeting laws and public bidding and property acquisidon laws.
.
To the best of my knowledge, there is no litigation or proceeding pend/ng before
any court, adminis~adve agency or governmental body, that challenges' the
organization or existence of. Lessee; the aurhoriD' of irs officers; the proper
authorization, approval and execution of any of the Agreements or any
documents relating thereto; the appropriation .of monies ro make payments
under the Agreements for rhec~rent fiscal year; or the abili~ of Lessee
otherwise to perform its obligadons under the Agreements and r_he transactions
contemplated thereby.
Lessee is a political subdivision of the State as referred to in Section 103 of ~he
Internal- Revenue Code of 1986, as amended, and the related regulations and
~
nfl/ngs hereunder.
Lessor, its Assignee and any of their assigns may .rely upon this opinion.
Very truly yours,
Leslie D. , ~ NNN-~'"
City Attorney . ~
LDM/slk
An equal opportunity employer.
RESOLUTION AND
DECLARATION OF OFFICIAL INTENT
Lessee: City of Jeffersonville
Principal Amount Expected To Be. Financed' $~,237,040.00
WHEREAS, the above Lessee is a political subdivision of the State in which Lessee is located (the "State") and is duly
organized and existing pursuant to the constitution and taws of the State.
WHEREAS, pursuant to applicable law, the governing body of the Lessee ("Governing Body") is authorized to acquire,
dispose of and encumber real and personal property, including, without limitation, rights and interests in property, leases
and easements necessary to the functions or operations of the Lessee.
WHEREAS, the Governing Body hereby fi-nds and determines that the execution of one or more lease-purchase
agreements ("Equipment Leases")in the principal amount not exceeding the amount stated above ("Principal Amount") for
the purpose of acquiring the property generally described below ("Property") and to be described more specifically in the
Equipment Leases is appropriate and necessary to the functions and operations of the Lessee.
Brief Description Of Property:
(2) Two garbage trucks
WHEREAS, Chase Equipment Leasing Inc. ("LeSsor'') is expected to act as the Iessor under the Equipment Leases.
WHEREAS, the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of
proceeds of the Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not
expected to exceed the Principal Amount. .
WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent
on working capital and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for
Property from the Lease Purchase Proceeds.
NOW, THEREFORE, Be It Resolved by .the Governing Body of the Lessee:
OR the
Section 1..,~,ither o~,e of. the,
'i~~~ ~' ~,1 !,,)~,(' k,',,..t(..~"~5/, ),/~-rc.,-~,..Z__ (each an "Authorized Representative")acting on behalf of the
Lessee is hereby authorized t6 negotiate, ente~ into, ex~cu[e, and deliver one or more Equipment Leases in substantially
the form set forth in the document presently before the Governing Body, which document is available for public inspection
at the office of the Lessee. Each Authorized Representative acting on be[~alf of the Lessee is hereby authorized to
negotiate, enter into, execute, and deliver-such other documents relating to the Equipment Lease (including, but not
limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate. All other related
contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized.
SectiOn '2. By a written instrument signed by any .Authodzed Representative, said Authorized Representative may
designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents
relatin9 to the Equipment LeaSes on behalf of the Lessee.
Section 3. The aggregate original principal amount of the-Equipment Leases shall not exceed the Principal Amount and
shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase
by the Lessee as set forth therein.
Section ~.. The Lessee's obligations under the E~uipment Leases shall be subject to annual appropriation or renewal by
the Governing Body as set forth in each Equipment Lease and :.'.he Lessee's obligations under the Equipment Leases shall
not constitute a general obligations of the Lessee or indebtedness under the Constitution or laws of the State.
Section 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection
with the Property prior to the receipt of the Lease Purchase Proceeds for the Property. The GOverning Body of Lessee
hereby declares the Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property
expenditures. This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing
compliance with the requirements of Section 1.1 50-2 of Treasury Regulations. This section of the Resolution does not
bind the Lessee to make any expenditure, incur any indebtedness, or proceed with the purchase of the Property.
MUN2RESO.DOC
PAGE 1 OF 2
Section 6. This Resolution shall take_ effect immediately upon its adoption and approval.
ADOPTED AND APPROVED on this
The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has
access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by
said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been
amend~ed and are in full force.and effect on the date stated below..
Signature' of Secret~rk of Lessee
Print N am'e~--C~'~'"~
iVlUN2RESO.DOC
PAGE 2 OF 2 ...... '
CERTIFICATE OF AUTHORIZATION & INCUMBENCY
Lessee' City of jeffersonville
Lease Schedule No. 1000122235
INC. ("Lessor") that i am the officer of the auove-name~,
,,herebYe,,Certify to CHASEindicatedEQUIPMENTbeneathLEASINGmy signatUrewith thebet°w'hidand as such,Leasel am ScheduleaUth°rizedtogethert° execUtewithandthe
Lessee ( Lesse ) with the title
deliverMaster thiSLease_PurchaseCertificate onA ,behalf of Lesseeidentifiedin connection a..ove-__ entified
_greemen, ._therein.(collectively' the "Lease") between Lessor and Lessee.
Lease;
warranties
made
by
Lessee
in
the
I further certify: (a) that i haVeand examinedwarrantiestheremainrepresentati°ns
and
reoresentations true and correct as if made on and as of the date of this
and
(b)
that
SL/¢h
Certificate.
adopted
by
the
resolutions
of
the
is
·
the
matters
set
forth
I further certify: (1) that attached hereto as:__~ExhibitAthe ,,ina copybody of Lessee governing
body of Lessee or the minutes of an official meebn,.ju~ ~overn.n=the Lease have been dulyregardingauthorized
inbody said of minutes; Lessee (2) that the to the transactions resolutions contemplated or actions by by the governing
nursuant set forth in said ExhibitA; and (,3) the resolutions which were
u .~'~overnin~ body of Lessee as se--t forth in ExhibitA are in full force and effect
adopted
by,
the
actions
taken
by,
the
on the date of°r this Certificate and have not been. modified or rescinded.
of
i further certify that the following are. names, titles and specimen signatures_.~.,,.,~,%. ' ' ':2'1Df officers or re~,resen.a-.ves
ated ,~,-,~_,ments. each of whom has
authorized to execute and deliver thetheLeaSeofficeandor any ret of/b"essee ~h~
Lesseebeen dulyWh°electedare dUlYor appointed to hold and currently holds position/I// is set forth opposite
his or her name' ' / ~ /
Title '~e~
Name .
The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has
access to the official records of the governing body of the Lessee and that the undersigned is authorized to execute
and deliver this Certificate:
Si§nature of Secre~Cy/C~s~ of Municipa ty
Official Title' ._~.~C~- ' ~~~~~' ~' F' ~ ?
20
Date' -'
Attachment: Exhibit A__, true and complete copy of the original authorizing resolution/minutes
CERTIFICATE OF INCUMBENCY
;
Lessee: CiW of jeffersonviIt__ e
Lease Schedule No. 1000122235 Dated A_Rril 19, 2005
do hereby certify that l am the duty elected or appointed and
identified
below,
ivision duly organized and existing under the
acting Secretary/Clerkl' the undersignedof theSecretary/Clerkabove Lessee (the "Lessee"), a politicaiLesseeSUbdhoiding the o~ffi
laws of the State where Lessee is located, that i have the title stated bet. ow, and that,.._c_aS of theforthdateoppositehereof, theirthe individuaiSrespective
named below are the duly elected or appointed officers of the
names. .
s.l
[NOTE: Use same titles as Authorized Representative
Title Signature
Name
Name
Title
Signature
WITNESS WHEREOF, 1 have duly executed this certificate and affixed the seal of such Lessee as of the date
set forth below.
Signa ~k of Lessee
Print Name: ~
Official Title: ~-~ -~ ~' \< '"~'"'~ "5', ~'~-'- "" '
Date:
MLDCERT.DOC
PAGE 1 OF I