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Item E4 Sent By: HP LaserJet 3100; JetSultej Dec-12-00 4:30PMj Page 1 Rl:...;scd :'/95 BOARD OF COUNTY COMMISSIONI!:RS AGENDA ITEM SUMMARY Meeting Date: December 13. 2000 Division: Public Safety Bulk Item: Yes No X DepaJ1ment: Fire Rescue AGENDA ITEM WORDING: Approval ofa Lease Purchase Agreement with Bank One in the total amollnt of$923,054.00 to purchllSe three lin: trucks through the "piggy-backing" bid of Lake County FL.; District 6 pnrtion 5625,985.00 for two trucks. ITEM BACKGROUND: The fire trucks needed by Tavernier and Key Largo were approved during the November 2]. 2000 meeting. A letter from both departments state that the Lake County FL truck specifications meet the needs of their department. (see attached) Funding docs not exist to totally purchase the tmcks in this years budget. A lease purchase agreement has been provided by Bank One. Total Amount Financed District 6 Portion $625,985.00 $625,985.00 Term Total Pmt. Amount Distrief 6 Pordon $138,724.35 5104,656.83 Lease Rate $923.054.00 $923,054.00 5 years 7 years $204.557.72 $154,323.03 5.41% 5.59% PREVIOUS RELEV ANT BOCC ACTION: During the November 2]. 2000 meeting, .Board approved to purchase these trucks through "piggy-backing" bid of another organization which meets our budget and specification; waive policies and procedures; and authorize said purchase through the County Administrator. STAFF RECOMMENDATION: Fire Rescue recommends to fmance Over five (5) years. We recorruncnd approvaJ contingent upon approval uf the County Attorney. The thn:e lruck price is valid until December 31, 2000. TOTAL COST: $1.022.788.60 BUDGETED: Yes -X-. No_ First Year Payment COST TO DISTRICT 6: $693.621.75 REVENUF: PRODUCING: Yes No X AMOUNT PER MONTH YEAR APPROVED BY: County Attorney ~nding OMB/Purchasing Yes ~ i~------.. Risk Management Yes DF:P A RTMENT HEAD APPROVAL: /2hA-oOD . DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included: X To Follow: _ Not Required: -. " I Agendaltem#: /-E4 '4 /-I~ DISPOSITION: Sent By: HP LaserJet 3100j R~'/ised 21'95 JetSultej Dec-12-00 4:30PM; Page 2 BOARD OF GOVERNERS LOWER & MIDDLE KEYS FIRE AND AMBULANCE DISTRICT AGENDA ITEM SUMMARV Meeting Date: December 13.2000 Division: Public Safety Bulk llem: Yes No X Department: Fire Rescue AGENDA ITEM WORDING: Approval of a Lease Pwchase Agreement with BWlk One in the total arnoul1l of $923,054.00 to purchase lhree fire trucks through the "piggy-backing" bid of Lake County FL.; Districl 1 portion $297,069.00 for one truck. ITEM BACKGROUND: The fire trucks needed by Tavernier and Key Largo were approved during the November 21. 2000 meeting. A letter from hoth departments state that the Lake County FL truck specifications meet the needs of their department. (see attached) Funding does not exist to totally purchase the trucks in this years budget. A leuse purchase agreement has bcen provided by Bank One. Totlll Amount Fiaaaeed Diatriet I Portioa $297,069.00 $297.069.00 Term Total Pmt. AmOUDt Distriet 1 Lease Kate Portion $ 65.833.37 5.41% $ 49,666.20 5.59% $923,054.00 $923,054.00 5 years 7 years $204,557.72 $154,323.03 J.REVIOUS RELEVANT BOG ACTION: During the November 21,2000 meeting, BOCC approved to purchase these trucks through "piggy-backing" bid of another organization which meets our budget and specification; waive poficies and procedurcs; and authorize said purchase through the County Administrator. ST AFF RECOMMENDATION: Fire Rescue recommends fo finance over five (5) years. We recomm~nd approval contingent upon approval of the County Attorney. The three truck price is valid until December 31, 2000. TOT AL COST: $1.022.788.60 BUDGETED:Yes~ No____ First Year Payment COST TO DISTRICT 1: $329.166.85 REVENUE PRODUCING: Yes No X AMOUNT PER MONTH YEAR APPROVED BY: County Attorney pending OMB/Purchasing Yes Risk Management Yes DOCUMENTATION: IlISPOSITION: Included: ~ DEPARTMENT IlEAD APPROVAL: I)IVISION DIRECTOR APPROVAL: To Follow: ____ Not Rc4uired:____ Agenda Ilem #: Sent By: HP LaserJet 3100; JetSulte; De.e - 12"00 11; 39 Monroe County OMP Dec-12-00 4:31PM; 3()~, 295 43+ Page 3/6 P.02 MONROE COUNTY BOARD Of COUNTY COMMISSIONERS; , Contract with: ~. D~ Contract Purpu~c/J)escriptiun; .3 ~~ ,~c.. ~s. ContraCt Manager: C.ONTRACT SUMMARY C onlr.K:t II Hffective Dale: . Expiration Date: 1 L~.dD-\':. 9ur{'~ ~ ~ (Name) (Ext.) i (DcpartlDfn\) f(lr ROCC mec:tin2 Oil AKcnda Deadline: ..". CONTRACT COSTS Totill Dollar Value of ContrllCt: S Current Year J'ortiOD: $ ~~~d? YesD No 0 Accuunt code1 ==:_:_n_--==~ C'nuntyMalch: $ . --.---.------ - .. ---- ..-- ^DDITIONAL COSTS Estimatell Ongoing COllts: $ Iyr For: ot included in dona, value .bO~ . maintenance, utilities, .1Inkorital, !lal . etc.) Risk Ml1nll~crncnt CONTRACT REVIEW j Changes Dal I Needed L Z~t?D YcsO No~_ r ".' \11 \ DC' YcsO Nog/ ( . l...)o... \"L\ \\ l~ YesD NoR(~ YesO NoD l~Y" / . Date Out Division Director ./~ (';::1."": O.M.8.1Purcha.\;ing "- 17. }II ) Of::' /:;f,2fi County Attorney Comments: , ;t~ 1Z;U~~-L:.~./b.d..Lh ;t;, fii '1-' .-u.. ~ OMU Forlll Rl:v,~ctl WI1N~ Me",,2 /~-/,.:l ~dP() -;~r'l ~ Sent By: HP LaserJet 3100; U/UO/UU l~;;a ''-Al 45U51S0 JetSuHe; Dec-12-00 4:31PM; :1f6IJ ~ 1/oI~ $iwJ~e pjJ POST OFFICE 90X 1112 P'-'e: 105/451-2100, KEY I ARGO, FLORIDA nO) F..: 1II5/45t-9550 December 8, 2000 Ros!; Willman Acting SCDior Dirc..,:wr Monroe County Fire Rescue t j n~r Mr. Willman: We uw received and reviewed the l.akp. County Piegy-Back HPf\U'8l\1CJ hid and it.. PIe:ule pro~od forward with the appropriate 5tCJl5 toward completing the appualus purchase- If you have any qllcslinn.'i re"arding thi.. matter M not hesitate to rnnt..... TMnk you f()f yOl1r Sl.~~i!3ance recarding this IIUSltcr. SilM:eTely. /.-1 ,~; () V, (~CL~C j CL. Sergio J. Oon:ia Fire Chief Page 4/6 IlJ02 Sent By: HP LaserJet 3100j JetSultej Dec-12-00 4:31PMj -_. Y.... ~,... OAA "....,....."..."....., IU," PINE FIRE -- I I Taver ier Volunteer Fire Department P.o. Box 301 Taveruier, FL 33070 TO: Willman, Acting Fire R.e:scue Senior Director FROM: emicr Volunteer Fire Department DATE: SUBJECT: e County "Piggy-Back" Appara.ma Bid The LUe counJ "Piggy-Sa" oppan'" opccificotion. bave been ",viewed by the Fire Officers of the T emier VolODteer Fire Department. Additional details were diacu.sscd with the vendor ~ December 5, 2000. The officers are in agreement that the bid specifications beJI c::cepted. Thus, we would like to request that you proceed with the applicable steps purchase the specified. apparatus. Thank you for your a&sisfMlce with this matter. Page 5/6 iJoz Monroe County Office of Management & Budget 5100 College Road Key West, FL 33040 voice: (305) 292-4470 fax: (305) 295-4320 (-.-..-- BOARD OF COUNTY COMMISSIONl:RS MAYOR Neugent, District 2 Mayor Pro tern Williams, District 4 Commissioner Spehar, District I Commissioner McCoy, District 3 Commissioner Nelson, District 5 OKI!~ ~o~!!~E (305) 294-4641 MEMORANDUM Date: December 12,2000 To: Reggie Paros Public Safety Division Director Jennifer Hill ~ Budget Direc~ ~ From: Subject: Lease purchase agreement for three fire trucks cc: Sheila Barker --------------------------------------------------------------------------------------------------------------------- Although I have no real problems with the contract, I would like to take this opportunity to point out some concerns I have: . If the rationale for acquiring these vehicles now is to avoid a 3% increase in price, it does not make sense to me to justify this by paying 5%+ in interest. By doing this now we may pay more in interest, than we save in the purchase price. . What happens if we have the need to buy (or lease) more of these vehicles, before we are finished paying for these? Will we be able to afford them if we are already locked into payments for these three vehicles? . I think we have a real need for a vehicle replacement program that we can afford. Our fund 304 Capital Projects Plan has almost $4 million dollars for public safety projects over the next three years. If we are having such a hard time replacing fire trucks, maybe some of these funds would better serve us by getting these vehicles up to date. When it comes to public safety, the equipment is clearly more important than the building it is housed in. It is my understanding that Public Financial Management is looking into these lease purchases for us. The budgets for district one and district six appear sufficient to make the first year's payments. Because of timing, we are not holding up this agreement. However, we hope to discuss our other options with you before this is finalized. I DEC-08-2000 14:52 BANC ONE LEASING CORP 800 678 0602 P.02/28 cD ~ ,., :c G) 0 .c ~ c:: :c J!! - tV as N .~ G>> 1U "'C - to- i ~ c:: c:: rf. m c .r:::. 0) 0) C q CD 0 U) 5f8 E ... 'CD CO . ID 0) U - Q) .0 1ft .c c:: mm r... .... C CD Q) Q) U) ca . E .-..... ~ .r:::. - 0 .~ IDe ='6 0) 0 ! tV "'C (:) 0 0 m s~ - 0 Q) co 0 ~ .ct) 0 . - 0) Q) m :.c ::J ~ C ~CD a:J "C>< - In cO :1 C) 0 0 0 of! "'C '5..19 - ,,; .. 0 "Gt 'm c:: c:: CD .~ E CD 'N Q) .. 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CD - CD~ .~ E ..s:::~ -CD 0 CD =. =. CD .... .. O)"C C ~ CO I ~ .r:::.:1 t-m III ~ ~ m CDU>> ~~ t-m .. ::J :gfij CD en- .. m cn:g ~E - c -- m eC zm I ::s a. CD .- .. 3: o .!!! ~,~ CD ... 0 C") n: - . C) - 0"C ~; .. ce c:: -- CD (J .s 0.9 z CD ... .- Z .S; c (j E c( - " 1: ~ CD u_ o! m "c e (:) 8 ~ .ft! I! z Q) en .c Z.- 0 a. (:) tD _0 - 0 (,) c ~ .. ~ _0 01( la Y:E Q CD Q) 0 cae- z ..J'- - z ~ .c 10 10 au m :IE 1! .. [8 it t: ~! c: i: a; - (:) (:) ~ ~ 'S CD ri ... (U ~1::: a 0 .s:::. .., II. a:: 'us ~ Gi e N N e= Q) ::J I1J ~ 0 II) lII::LJ.. 0 CD ..J CD g. ~ CD 0..5 ~ -c c:: m .,. .,. w :c ~ 0 i f) -5 E f/JUI a. z~ ~= '2 ~ c:r 0 E .- CD ~ 1) c(ca =ca w "5.. :>\ w ~ .cCD IEI~ cC~ lEI 0 ~..J C ... 0 DEC-08-2000 14:54 BANC ONE LEASING CORP 800 678 0602 P.07/28 RESOLUTION MunicipalitylLessee: Monroe County Board of County Commissioners Principal Amount expected To Be Financed: $ 923,054.00 WHEREAS. the Municipality Is a political subdivision of the State in which Municipality is located (the "State") and is duly organized and existing pursuant to the Constitution and laws of the State. WHEREAS, pursuant to applicable law, the goveming body of the Municipality ("Governing Body") is authorized to acquire, dispose of and encumber real and pmonal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Municipality. WHEREAS. the Goveming Body hereby finds and determines that the execution of one or more lease-purchase agreements ("Equipment Leases.) in the principal amount not exceeding the amount stated above for the purpose of acquiring the property ("Equipment") to be described in the Equipment Leases is appropriate and necessary to the functions and operations of the Municipality. WHEREAS, Bane One leasing Corporation ('Lessor") shall act as Lessor under said Equipment Leases. NOW, THEREFORE, Be It Ordained by the Goveming Body of the Municipality: Section 1. Ether one of the OR (each an "Authorized Representative") acting on behalf of the Municipality, is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth In the document presently before the Governing Body. which dowment is available for public inspection at the office of the Municipality. Each Authorized RepresentBtive acting on behalf of the Municipality is hereby authoriad to negotiate. enter into. execute. and deliver such other documents relating to the Equipment Lease 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 Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Municipality to execute and deliver agreements and documents relating to the Equipment Leases on behalf of the Municipality. Section 3. The aggregate original principal amount of the Equipment leases shall not exceed the amount stated above and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the Municipality as set forth therein. Section 4. The Municipality's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Goveming Body as set forth In each Equipment Lease and the Municipality's obligations under the Equipment Leases shall not constitute a general obligations of the Municipality or indebtedness under the Constitution or laws of the State. Section 5. As to each Equipment Lease, the Municipality reasonably anticipates to issue not more than$10,000,000 of tax-exempt obligations (other than "private adivity bonds" which are not "qualified 501 (c)(3) bonds") during the fiscal year in which each such Equipment lease is issued and hereby designates each Equipment lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. MLDRES (01) 4/26/96 DEC-08-2000 14:54 BANC ONE LEASING CORP 800 678 0602 P.08/28 Section 6. This resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVeO on this .20_, The undersigned Secretary/Clerk of the above-named Municipality hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Municipality. that the foregoing resolutions were duly adopted by said Governing Body of the Municipality at a meeting of said Goveming body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. LESSEE: Monroe County Board of County Commissioners Signature of Sea-etary/Clerk of Municipality [SEAL) Print Name: Official Title: Date: MLDRES (01) 4/26/96 DEC-08-2000 14:53 BANC ONE LEASING CORP 800 678 0602 P.04/28 In order to produce the documents, we need the following information: Lessee Legal Name and ovemight mailing address Federal Tax 10 # County Name, address. phone number and fax number of primary contact Type Of Truck Physical equipment location. Name, overnight mailing address. phone number and fax number of attorney Insurance Company Name, address, phone number and fax number of primary contact Key Contact and phone number for financial statements Anticipated lease commencement date Please provide two years' financial statements and a current year budget. We also need the following questions answered, Is this truck a replacement or an addition to the fleet? If a replacement. what is the year and model of the truck to be replaced? If an addition, what Is the reason for the addition? What Is the total population served by the fire department? What is the source of funds for this vehicle acquisition? How many tl\lcks are currently in the fleet? Will the municipality be issuing more than $10,000,000.00 in general obligation bonds in the Calendar year? YES NO Please fax this information to: 1-800-678-0602 If you have questions, please call 1 -800-820-9041, uf. 1. Thank you. BANe ONE LEASING CORPORATION DEC-08-2000 14:54 BANC ONE LEASING CORP 800 678 0602 P.09/28 ~ ...... ~~ER LEASE.pURCHASE AGREEMENT ~ · Dated a. of .s..lemD_ Th~er Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to tIme be amended, modified or supplemented C'Master Lease") is made and entered by and between Bane One Leasing Corporation rLessorj and the lessee identified below ("Lessee"). LESSEE: <<LseName>> 1. LEASE OF EQUIPMENT. Subjed to the terms and conditions of this Master lease. Lessor agrees to lease to Lessee. and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda. riders. attachments, certificates and exhibits thereto, as the .same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as incorporated into said Schedule. (c) "Equlpmenf' means the property described in each Schedule. together with all attachments, additions, accessions, parts, repairs, improvements, replacemen~ and substitutions thereto. (d) "Lien" means any security interest, lien. mortgage, pledge, encumbrance, judgment, execution, attachment, warrant. writ, levy, other judicial process or claim of any nature whatsoever by or of any person. 3. LEASE TERM. The term of the lease of the Equipment described in each Leese ("Lease Term, commences on the first date any of such Equipment is accepted by Lessee pursuent to Section 5 hereof and. unlen earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth In the Payment Schedule. Rent Payments will be payable for the Lease Term in U,S. dollars. without notice or demand at the office of Lessor (Dr such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on demand as a late cherge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEfENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. DEUVERY; ACCEPTANCE; FUNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ("Locatlon'1 by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated In the Schedule. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence Its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and deliVers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will payor cause to be paid the costs of such Equipment as stated In the Schedule ("Purchase Price'') to the applicable Supplier. ESCFRCT 01 (4128196) DEC-08-2000 14:54 BANC ONE LEASING CORP 800 678 0602 P.10/28 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ('Funding Conditions") have been satisfied, including, without limitation, the following: (8) Lessee has signed and delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1988. as amended. and the related regulations and rulings thereunder (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier: (e) the Equipment is reasonably satisfactory to Leaor and is free and clear of any Uens (except Lessor's Uens): (f) all representations of Lessee in the Lease remain true. accurate and complete; and (g) Lessor has received all of the following documents. which shall be reasonably satlsfaetory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment: (4) Uniform Commercial Code (UCe) financing statements; (5) copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation. IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents i1nd information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINAnON FOR GOVERNMENTAL NON.APPROPRIATIONS. 8.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full Leese Term as scheduled on the applicable Payment Schedule so long as funds are appropriated in each fiscal year by Its goveming body. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will,lawfully be appropriated and made available therefor. All Rent Payments shall be payable out of the general funds at Lessee or out of other funds legally available therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2 If Lessee's governing body falls to appropriate SUffiCientEs in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not available for ments, then a "Non-Appropriation Evenr shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: e shall give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such fa e by see's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the E vered by the affeded Lease, at Lessee's sole expense, In accordance with Section 21 hereof; and (c) the d Lase shall terminate on the Retum Date without penalty or expense to Lessee, provided, that Lessee shall pay all ments and other amounts payable under the affected Lease for which funds shall have been appropriated or are at ilable, provided further. that Lessee shall pay month-to- month rent at the rate set forth in the affected Lease for onth or part thereof that Lessee fails to fails to retum the Equipment under this Section 6.2. "Return Date- m ast day of the fiscal year for which appropriations were made 10r the Rent Payments due under a Lease. r ~ 6.3 If a Non-Appropriation Event occu~n, during the twelve month period following the Return Date, Lessee agrees not to acquire (by purchase. lease or otherwise) replacement equipment which is functionally similar to the Equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment. Notwithstanding the foregoing ot this Section 6.3. the restrictions of this section 6.3 shall automatically and without further action of the parties be Ineffective end be deleted: (e) from any terminated Lease if the net proceeds of the sale of the returned Equipment is sufficient to pay the Termination Value of the Equipment as of the Retum Date; or (b) from any Lease if the application of the restrictions in this sedion 8.3 would not be permitted by then applicable law or would cause such Lease to be invalid or unenforceable in any material respect. 7. LIMITATION ON WARRANnES. LESSOR MAKES NO WARRANTY OR REPRESENTAnON, EXPRESS OR IMPUED. AS TO ANY MATTER WHATSOEVER,INCLUDING, WITHOUT L1MITAnON, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARnCULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, cONDmON, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a> all EqUipment will have been purchased by Lessor in accordance with Lessee's specIfications from Suppliers selected by Lessee. (b) Lessor is not a menufedurer or dealer of any Equipment and hes no liability for the delivery or installation of any Equipment. (c) Lessor assumes no obligation with respect to eny manufacturer's or Supplier's . product warranties or guaranties. (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor. MLD 01 (4/26/96) DEC-08-2000 14:55 BANC ONE LEASING CORP 800 678 0602 P.11/28 and (e) any warranty. representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. 8. TITLE: SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under its Lease, We to the Equipment shall vest in Le$$ee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease Including, without limitation, Sections 6. 20 and 21 hereof. 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquirecl) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, uniform commercial code (UCC) financing statements and any amendments thereto. 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment In a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements. and comply with all laws and regulations relating to the Equipment If any Equipment is customarily covered by a maintenance agreement. Lessee will fumish Lessor with a maintenance agreement by a party reasonabiilya . dory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make an ions, additions or Improvements C'lmprovementsj to any Equipment without Lessor's prior written consent unless e I ents may be readily removed without damage to the operation, value or utility of such Equipment, but any s rove s not removed prior to the termination of the applicable Lease shall automatically become part of th, i e d from, or if Equipment is rolling stack its permanent base will consent which will not be unreasonably withheld. Upon tion or elsewhere during normal business hours to inspect the 11. LOCATION; INSPECTION. Equipment . n not be changed from, the Location without Les reasonable notice to Lessee, Lessor m~l Equipment. ~ 12. LIENS, SUBLEASES AND TAXES. 12.1 Lessee shall keep all Equipment free and clear of all Uens except those Uens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lelsee or lessee's employees. 12.2 Lessee shall pay when due all Taxes which may now or hereafter be impOHd upon any Equipment or its ownership, leasing, rental, sale. purchase, possession or use, upon sny Lease or upon any Rent Payments or any other payments due under any Lease. 'f Lessee falls to pay such Taxes when due, Lessor shaD have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes. means present and future taxes, levies, duties, assessments or other govemmental charges that are not based on the net income of lessor, whether they are assessed to or payable by lessee or Lessor, including, without limitation (a) sales. use. excise. licensing, registration, titling. gross receipts, stamp and personal property taxes. and (b) interest. penalties or flnes on any of the foregoing. 13. RISK OF LOSS. 13.1 Lessee bears the entire risk of loss. theft, damage or destruction of any Equipment In whole or in part from any reason wheteoever ("Casualty Loss". No Casualty Loss to any Equipment shall relieve Leesee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to MLD 01 (4/26198) DEC-08-2000 14:55 BANC ONE LEASING CORP 800 678 0602 P.12/28 Lessee's obligations under this Section 13. 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, Immediately repair the same. 13.3 If Lessor determines that any Item of Equipment has suffered 8 Casualty Loss beyond repair ("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment In good repair, condition and working order free and clear of any Uens (except Lessor's Liens) and deliver to Lessor a bill of sale covering the replacement equipment. in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled Rent Payment date, pay Lessor (I) all amounts owed by Lessee under the applicable Lease, including the Rent Payment due on such date plu. (Ii) an amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by lessee with respect to the Lost Equipment. 13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims. liabilities, proceedings, actions, expenses (including reasonable attomey's fe"), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not beatr the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise direc1fy from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. ~ 14.1 (a) Lessee at Its sole expense shall at ae equipment Insured against all risks oflos& or damage from every cause whatsoever for an amount not les Ination Value of the Equipment. Proceeds of any such insurance covering damage or 1088 of any li.CIu be payable to Lessor as loss payee. (b) Lessee allts sole expense shall at all times carry public liability and p 8 e insul'8nce in amounts reasonably satisfactory to Les&or protecting Lessee and Lessor from liabilities tB' ons and damage to property of others relating in any way to any Equipment. Proceeds of any such p 'lIly or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to e. 14.2 All insurers shall be reasonatbly Htlsfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insul'8nce coverege and all renewals and replacements thereof. Each insurance policy will require that the Insurer give Lessor at least 30 days prior written notice of any cancellation of such polley and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insul'8nce maintained by Lessee shall be primary without any right of conbibution from insurance which may be maintained by Lessor. 15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Leasor all Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shIll release its Uen on such Equipment Ind Lessee shall retain its title to such Equipment "AS.IS, WHERE.IS., without reD,resentation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Uens created by Lessor. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. Wrth respect to each Lease and its Equipment, Lessee hereby represents and warrants to Leuor that: (a) Leasee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by eppropriate findings and actions of Lessee's governing body; (b) the Lease hIS been duly executed and delivered by Lessee and c:onstitutes a legal. valid and binding obligation of Lessee, enforceable in accordance with its terms; MLD 01 (4126196) DEC-08-2000 14:56 BANC ONE LEASING CORP 800 678 0602 P.13/28 (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with. all applicable federal. state and loeallaws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of. nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected: (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a materIal adverse effect on Lessee's ability to perform its obligations under the Lease; and (1) Lessee is a state, or a political subdivision thereof, 8S referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a politicsl subdivision thereof. 17 . TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, snd such compliance shall include. but not be limited to, keeping a complete and accurate record of any assignments of any Lease and executing and filing Intemal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any ad allow, any Lease to be an "arbitrage bond. within the meaning of Sedion 148(a) of the Code or any Lease to be a "private activity bond. within the meaning of Section 141 (a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 18. ASSIGNMENT. ~ 18.1 Lessee shall not assign, transfer, PI~ t e, nor grant any Uen on, nor otherwise dispose of, any Lease or any Equipment or any interest in any L ~q(l ent 18.2 Lessor may assign its rig I terest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease a E t, in whole or in part, to any party at any time. Any such assignee or lienholder (an "Assignee") shall have all of f Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY , ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEe MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reaHignment of any of Lessors right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of aSSignment which discloses the name and address of each such Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to BANK ONE CORPORATION (or its successors or assigns) or any of hs direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Seelion 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments If so requested. 18.3 Each Assignee of a Lease hereby agrees that; (8) the term Secured Obligations 8S used in Section 8.3 hereof is hereby amended to include and apply to ail obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Uen on, nor any claim to, nor any interest of any kind in, sny Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. MAssigned Leases" means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors. administrators, successors and assigns of the parties hereto. MLO 01 (4/28/96) DEC-08-2000 14:56 BANC ONE LEASING CORP 800 678 0602 P.14/28 19. EVENTS OF DEFAULT. For each Lease, "Event of Defaulr' means the occurrence of anyone or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1,14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or In any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false. misleading or erroneous in any material resped as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee. conservator or liquidator of Lessee or of all or a subatantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition In a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter: or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor. 20, REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Le.... and all remaining Ron' Paymenl$ due under en ~lhe tIsc:ol yetr .. ell... when the Event of Oefau. oa:urs together with interest on such amounts at the highest lawful rat the date of Lessor's demand for such payment: (b) Lessor may require Lessee to m ~ nt to Lessor In the manner set forth in Section 21 (and Lessee agrees that it shall so return th q Les may, at its option, enter upon the premises where any Equipment is located and repos s ithout demand or notice, without any court order or other process of law and without Iiabilily for any da lSy such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment. In whole or In part, In one or more public or private transactions, and If Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the applicable Schedule; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (dIrectly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default. nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entiUed under the provisions of any Lease. including any termination thereof pursuant to Sections 8 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to retum any Equipment, then (a) title to the Equipment shall vest In Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall. at its sole expense and risk, immediately de-install, disassemble, pack. crate, insure and retum the Equipment to Lessor (all in accordance with applicable industry standards) at any location In the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Uens (except Lessor's Uen) imd shall comply with all applicable laws and regulations. Until Equipment Is returned as required above, all terms of the appUcable Lease shall remain in full force and . effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lenee agrees to execute MLD 01 (4126196) DEC-08-2000 14:57 BANC ONE LEASING CORP 800 678 0602 P.15/28 end deliver to Lessor all document. realonably requested by Lessor to evIdence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of L.essee's interest in such Equipment. 22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee (the .State,. 23. NOTICES. All notices to be given under any L.ease shall be made in writing and either personally delivered or mailed by certified mail to the other party 8t its address set forth herein or at such address as the party may provide In writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing. 24. FINANCIAL INFORMATION. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease Term, L.essee will deliver to Lessor upon Lessor's request the publidy available annual finandal information of Lessee. 25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any .Lease. 28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts. each of which shall be deemed an original, but all of which shall be deemed one instrument Only one counterpart of each Schedule shall be marked -L.essor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be created through transfer and possession only of the counterpart marked -Lessors Original-, ~'v<<' r:o~~ 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together wIth the exhibits attached thereto and made a part hereof and other attachments thereto, and other documents or instruments executed by Lessee and L.essor in connection therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby. and such Lease shall not be modified. amended. altered, or changed except with the written consent of Lessee and L.essor. Any provision of any L.ease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. LESSEE: LESSOR: <<Lie Name>> <<Lesso~ By: By: Title: Title: Fundina Authoritv <<LseStreet>> <<LsoCSZ>> <<lessorStreet>> <<leHorCSZ>> MLD 01 (4126196) DEC-08-2000 14:57 BANC ONE LEASING CORP 800 678 0602 P.16/28 LEASE SCHEDULE NO. .LeaseNumbe,.. Dated As Of <<SystemDate>> This Lease Schedule, tOQether with its Payment Schedule, is attached and made a part of the Master Lease- Purchase Agreement described below ("Master Lease') between the Lessee and L.essor 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 <<SvstemDate>> A. EQUIPMENT DESCRIBED: The EquIpment includes all of the property described on ScheduleA.1 attached hereto and made a part hereof. B. EQUIPMENT LOCATION: cEauio$treet>> cEauioCSb C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN L.ESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN 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: L.esliee represents and agrees that the use of the Equipment is essential to LeAee'. proper. efficient and economic fundioning or to the selVices 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 permiAible 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 S8t forth on the Payment Schedule attached to this Leas8 Schedule. F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affjrms all of its representations, warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Sections 6.1 and 16 thereof). G, BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX- EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 285(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. EqulpmentlEscrow Acceptance Date: See Final Receiot Certificate LESSEE: LESSOR: <<lseName>> <<Lessor'>> By: By: Title: Title: Fundina Authoritv IlLseStreet>> cEauioCSZlt cLessorStreet>> <<LessorCSb MLDS 01 (4f.Z6196) DEC-08-2000 14:58 BANC ONE LEASING CORP 800 678 0602 P.17/28 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 belWeen the Lessor and Lessee named below. Lease Schedule No. cLeaseNumber>> Accrual Date: o:AccrualDate>> Amount Financed: $<<NetFinanced>> Rent Number Rent Date Rent Payment Interest Portion Principal Portion Termination Varue $ $ $ $ LESSEE: LESSOR: <<LseName>> Bane One Leasina COrDoration By: By: Title: T'JtIe: Fundina Authoritv MLDSA1 (01) 4126/96 DEC-08-2000 14:58 BANe ONE LEASING CORP 800 678 0602 P.18/28 CERTIFICATE OF INCUMBENCY Lessee: <<LseName>> Lease Schedule No. lCLeBseNumbe". Dated ((SvstemDate>> I. the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly eleded or appointed and ading Secretary/Clerk of the above Lessee (the "Lessee'~, a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the Individuals named below are the duly eleded or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same tltle8 a8 Authorized Representatives stated in Resolutions.] Name Tm. ~ Signature ~\) Name sf>-.\f-- Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Att.st: [SEAL) Signature Print Name: TrtJe: Date: MLDCERT (01) 4/26/96 DEC-08-2000 14:58 BANC ONE LEASING CORP 800 678 0602 P.19/28 SCHEDULE A.1 Equipment Description Lease Schedule No. GlLeaseNumber>> dated <<SvstemOate>> The Equipment described below includes all attachments. additions, accessions, parts. repairs, improvements. replacements and substitutions thereto. Equipment Location: cLseName>> cEquipStreet>> cEquipCSZ>> cEquipCounty>> County Equipment Description: <<EquipOescription>> VIN # <<VinNumber>> Expected Equipment Purchase Price $cPurchasePrice>> Minus Lessee Down Paymentlfrade-in $cTl"8deDownP. Net Amount Financed . $<<NetFinancsd>> By: (Lessee) (Lessory # By: Title: nUe: Fundina Authoritv MLOSA1 (01) 4126/96 DEC-08-2000 14:58 BANC ONE LEASING CORP 800 678 0602 P.20/28 INSURANCE COVERAGE DISCLOSURE {(Lesson>, LESSOR <<LseName)>, LESSEE RE: INSURANCE COVERAGE REQUIREMENTS (check to indicate coverage) _1. In accordance with the lease/Purchase Agreement, agent named below (please fill in name, address, and teleph Phone: ssee certifies that it has instructed the insurance mber): Plesse Fill In Insurance Agent's Infonnation to issue: c.. a. All Risk Physical Damage Insura~n the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Bane One Leasing Corporation and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming Bane One Leasing Corporation and/or its assigns as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $1,000,000.00 aggregate bodily injury liability $500,000.00 property damage liability Proof of insurance coverage will be provided to Bane One Leasing Corporation, 1111 Polaris Parkway, Suite A3, CQlumbus, OH 43240, prior to the time that the property is delivered to Lessee. OR _2. Pursuant to the Lease/Purchase Agreement, Lessee represents and warrants, in addition to other matters under the Agreement that It is lawfully self-insured for: (check to indicate coverage) a. All risk, physical damage in the amount specified in 1 (a) above, b. Public liability for not Jess than the amounts specified in 1(b) above. Lessee has attached a copy of the statute authoriZing this form of insurance, LESSEE: <<LseNam8D By: Title: MLDOPN (01) 4/26/96 DEC-08-2000 14:58 BANC ONE LEASING CORP 800 678 0602 P.21/28 INSURANCE INFORMATION Please provide the following information to your insurance company to help expedite receipt of the necessary coverage: ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE: Bane One Leasing Corporation must be named Loss Payee and Additional Insured 30 Days Notice of Cancellation Not Less than $1,000,000.00 limits on liability CertifICate must reflect a short equipment description Certificate must reflect an expiration date Cenificate Holder Information: Banc One Leasing Corporation 1111 Polaris Parkway. Suite A3 Columbus,OH 43240 Please send a FAX copy of certificate to at (800) 678-0802. The original should be mailed to the same at: Bane One Leasing Corporation 1111 Polaris Parkway, SUite A3 Columbus. OH 43240 Please call ~DocSpecialist. at 800-947-8711, ext. _ or 614-213-DocPhoneNumber>> if you have any questions. ~ ~\,<(:,. S~ MLDINOIS 01 (04126196) DEC-08-2000 14:58 BANC ONE LEASING CORP 800 678 0602 P.22/28 FORM OF OPINION OF COUNSEL (To Be Typed on Attorney's Letterhead Stationery) Date: <<SystemDatelt L.essee: <<LseName)) Lessor: <<Lessor>> Re: Lease Schedule No. <<LeaseNumber>> daled <<SystemDatelt together with its Master LeBse-Purchase Agreement daled 8S of <<SystemDate>> by and between the above-named Lessee and the above-named Lessor Gentlemen: I have aded as counsel to Lessee with resped to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (colledively, 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: ter into all of the Agreements, and to carry out its obligations thereunder and 3. The Agreements and all other documents related thereto have been duly authori%ecl, 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 laws affeeting creditors remedies and by bankruptcy, reorganization or other laws of general application relating lo or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federallsws (including open meeting laws and public bidding and property acquisition laws). 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or govemmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization I approvsl snd execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under 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 Intemal Revenue Code of 1986. as amended. and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Attorney MLDOPN 01 (04126/96) DEC-08-2000 14:59 BANC ONE LEASING CORP 800 678 0602 P.23/28 VEHICLE SCHEDULE ADDENDUM Dated As Of .SystemDate>> Lease Schedule No. <<LeaseNumber>> Dated <<SvstemDatelt Lessee; <<LseName>> Reference is made to the above Lease Schedule ("Scheduleft) to the Master Lease-Purchase Agreement identified in the Schedule ("Master LeaseN) by and between Bane One Leasing Corporation ("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 me S8me 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 manufadurer's statement of origin and certificate of title shall state that Lessor has the fil'&t 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 $500,000,00 per person injured and $1,000.000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehic::le, then such insurance amount shall be such larger amount as may be reasonably required by Lessor) and $500.000.00 for damage to property of others; (c) Lessee shall furnish and permit only dUly licensed, 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 lienholder 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 WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. By: . Twe:--s-AM-P-bI= <<Lessor>> (Lessor) By: <<LseName>> (Lessee> rltle: Fundina Authoritv DEC-08-2000 14:59 BANC ONE LEASING CORP 800 678 0602 P.24/28 THREE PARTY AGREEMENT Dated as of <<System Date)) "Lessee" means; <<LseName)) "Lease" means: Lease Schedule NO.<(LeaseNumber>> together with the Master Lease-Purchase Agreement dated <(SystemDate>> to the extent it relates to said Lease Schedule, as any of said agreements have been amended Reference is made to the Lease described above between Bane One Leasing Corporation ("Lessor") and the Lessee identified above which relates to Equipment described therein ("Equipment") to be supplied by Pierce MaDufaeturinl, IDe. ("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged~ Lessee, Lessor and Supplier hereby agree as follows: 1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes o.fthe Lease. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the fonn attached hereto as Exhibit A upon the circumstances set forth in said Certificate. 2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase Price is paid on or before the Advance Payment Date set forth below; Purchase Price: $((PurchasePricc)) Advance Payment Date: (<.AccrualDate>> 3. Upon execution of the Lease and delivery of all documents relating thereto required by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shaH pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease notwithstanding the delivery of the Equipment at a later date.s f:\N\P 'E. I Lessee Down Payment: $<<TradeDownP>> '- Amount Financed: $((NetFinancew) 4. (8) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery.Date set forth below. Anticipated Delivery Date: <<delivery_date)) (b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside DeUvery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto. Outsidc Dclivcry Datc: <(outsidc_del_date)) S. If Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof after the Anticipated Dellve", date bot on or before the Outside Delivery Date. then Supplier agrees to pay (3ptyagrmt) Page 22 DEC-08-2000 14:59 BANC ONE LEASING CORP 800 678 0602 P.25/28 all interest that has accrued under the Lease from and including the Anticipated Delivery Date through the date that Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof. 6. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph 4(b) oftbis Agreement by the Outside Delivery Date, then Supplier hereby agrees as follows: (a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee Down Payment plus interest at the Prime Rate plus one percent (1 %) per annum from the Advance Payment Date to the date of such payment; (b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest announced from time to time as the prime ratc by Bank One, NA; provided, that the parties acknowledge that the Prime Rate is not intended to be the lowest rate of interest charged by said bank in connection with extensions of credit. 7. If Supplier makes the payments described in paragraph 6 above under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease as of such payment date, then Lessee and Lessor agree that the Lease shall tenninate as of the date of such payments by Supplier. 8. Except as expressly set forth herein, the Lease and tenns and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby execute and deliver this Agreement as of the date first written above. ((LseName)) By: Title: Pierce Manufacturing, Inc. ("Supplier'~ By: Title: Bane One Leasing Corporation C'Lessor") By: Title: (3ptyagrmt) Page 23 DEC-08-2000 15:00 BANC ONE LEASING CORP 800 678 0602 P.26/28 Exhibit A DELIVERY & ACCEPTANCE CERTIFICATE Lease Schedule No. <<LeaseNumbel>) Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in said Schedule, which have been executed and delivered by the undersigned Lessee ("Lessee") and Banc One Leasing Cmporation ("Lessor"). This Certificate amends and supplements 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 or the Schedule shaH have the same meaning when used herein; provided, that "Equipment" shall mean the Equipment described in the Schedule and in any attachment or exhibit to this Certificate. Notwithstanding anything to the contrary, express or implied, in the Schedule or its Payment Schedule, Lessee agrees as follows: 1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected all Equipment; (b) all Equipment is in good working order and complies with aU purchase orders, contracts and specifications; (c) Lessee accepts all Equipment for purposes of the Sehedule "as-is, where-is", and (d) Lessee waives any ri~ to e such acceptance, ACCEPTANCE DATE: . \...- 2. RENT PA YMENl'S. I.osscc hcn:hy _SLossec will pay the Rent Paym.... for the Equipment io the amounts and on the dates specified in Payment Schedule to the Schedule. ((LseName)) By: Title: lVIS.PRC (01) 4J26196 DEC-08-2000 15:00 BANC ONE LEASING CORP 800 678 0602 P.27/28 FLORIDA MASTER LEASE.PURCHASE ADDENDUM (Florida Local Government Lease) Dated As Of Master Lease-Purchase Agreement Dated Lessee: Monroe County Board of County Commissioners Reference is made to the above Master Lease-Purchase Agreement ("Master Leasej by and between Bane One Leasing Corporation rLessor") and the above Ienee ("Lessee"). This Addendum amends and modifies the terms and conditions of the Master Lease and is hereby made a part of the Master Lease. 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 Leases, Lessor and Lessee hereby agree to amend the Master Lease as follows: 1. Clause (b) of Section 6.2 of the Master LeaH is deleted and replaced with the follOWing: "(b) on the Return Date. Lessee shall return to Lessor all, but not less than all. of the Equipment covered by the atreeted Lease. at Lessee's sole expense, in ac:c:ordance with Section 21 hereof, provided, that if LesHe fails to so return the Equipment, then Lessee shall pay to Lessor the full amount under Section 15 hereof as if Lessee had elected to exercise its purchase option for Equipment;- 2. the following: Section 8, including subsections 8.1, 8.2 and 8.3 the Master Lease, are deleted and replaced with "s. TITLE; UCC FIUNGS. "8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lenee, subject to Lessor's rights under such Lease including, without limitation, Sections 8, 20 and 21 hereof. "8.2 Lessor shall not have a security interest in any of the Equipment under the Uniform Commercial Code of the State of Aorida, but, In order to give notice to others of l.eAor's tights under Sections 6. 20 and 21 hereof, Lessee agrees to execute and deliver to Lessor UCC financing statements relating to the Equipment and any amendments thereto. - 3. All of Section 20 is deleted and replaced with the following: "20. REMEDIES. If any Event of Default OCCUf$, then Lessor may, at its option, exercise anyone or more of the following remedies: "(a) Lessor may require Lessee to pay, and Lessee agrees that it shall pay. (1) all amounts then currently due under all Leases, (2) all remaining Rent Payments due under aU Leases during the fiscal year in effect 'when the Event of Default occurs, (3) to the extent permitted by applicable law, the Termination Value due under all Leases when the Event of Default occurs after subtracting all amounts paid by Lessee under subclause (2) of this clause (a), and (4) interest on the foregoing amounts at the highest lawful rate from the date of Lessor's demand for such payment; -(b) upon LeSSOr's request, Lessee will promptly return all Equipment to Lessor,in the manner set foI1h in Section 21. provided. that Lessor waives and releases any right that it may have at law or in equity to specific or compulSOry performance of the foregoing agreement of Lessee to return the Equipment to Lessor; -(c) if Lessee returns any Equipment to Lessor under clauss (b) above, then Lessor agrees to use commereially reasonable efforts under then current circumstances to sell, lease or otherwise dispose of such Equipment In whole or in part, in one or more public or private transactions. and If Lessor so disposes of any such Equipment, then Lessor shaH retain the entire proceecIs of such disposition free of any claims of Lessee up to. but not exceeding, all ~ntS then currentJy due under DEC-08-2000 15:00 BANC ONE LEASING CORP 800 678 0602 P.28/28 all Leales. plus the Termination Value due under all Leases when the Event of Default occurs plus the expenses setforlt1ln dause (e) of this Section; "(d) subject to the provisions of the Leases that restrict Lessor's right to repossess or foredose on the Equipment, Lessor may exercise any other right. remedy or privilege which may be available to Le&&or und.. applic;able law or Lessor may enforce any of Lealee's obligations under any Lease by appropriate court action at law or in equity; and/or "(8) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) aU out-of- pocket costs and expenses incurred by Lessor as a result (directly or Indirectly) of the Event of o.fault and/or of Lessor's actions under this section, including, without Hmitation. any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. "None of the above remedies is exclusive, but each is cumulative and In addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shaD operate asa waiver thereof, nor as an acquiescence In any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.' 4. Nothing in the Master lease or any Schedule shall be interpreted or construed as granting Lessor 8 security interest in or other lien or encumbrance on any Equipment. Notwithstanding anything to the contrary in the Master Lease or any Schedule, Lessor waives and relea.s any right that it may heve at law or in equity to specific or compulsory performance of any agreement of Lessee to return the Equipment to lessor, to transfer legal or beneficial title to the Equipment to Lessor or to repossess or foreclose on any Equipment." 5. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no Lease will be payable from a pledge of ad valorem taxe., and (e) no Lease shall constitute 8 pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 6. Except 8S expressly amended by this Addendum and other modifications signed by lessor, the Master Lease remains unchanged and in full force and effect, IN WITNESS VllHEREOF, the parties hereto have executed this Addendum as of the dste first referenced above. Monroe County Board of County Commissioners (lessee) By: Bane One Lessing Corporation (Lessor) By: Title: Title: TnT'" 0..,0