HomeMy Public PortalAboutORD11082 BILL NO. 88-60
SPONSORED BY COUNCILMAN HALSEY
ORDINANCE NO. /Z6 8.�L-
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CENTRAL TRUST
BANK FOR EQUIPMENT LEASE/PURCHASE.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI,
AS FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and
directed to execute a contract with the Central Trust Bank for
equipment lease/purchase for a sum not to exceed $407, 512.92.
Section 2. This contract shall be substantially the same in
form and content as that contract attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect
from and after the date of its passage and approval.
Passed .7 q; /5�'� Approved 6.Ze e- 3 Jf
Presi Officer ayor
ATTEST:
A
City Clerk
EQUIPMENT LEASE/PURCHASE AGREEMENT
Equipment Lease/Purchase Agreement ( the "Agreement" )
dated as of September 1, 1988, and entered into between The
Central Trust Bank, a Missouri state banking corporation
( "Lessor" ) , and the City of Jefferson, a body corporate and
politic existing under the laws of the State of Missouri
( "Lessee" ) .
WITNESSETH:
WHEREAS, Lessor desires to lease the Equipment, as
hereinafter described, to Lessee and Lessee desires to lease the
Equipment from Lessor subject to the terms and conditions of and
for the purposes set forth in this Agreement; and
WHEREAS, Lessee is authorized under the constitution
and laws of the State of Missouri to enter into this Agreement
for the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the
premises hereinafter contained, the parties hereby agree as
follows:
ARTICLE I
Section 1. 01 . Definitions . The following terms will
have the meanings indicated below unless the context clearly
requires otherwise:
"Agent" means any agent for the Registered Owners, if
any, to which all or a portion of Lessor ' s right, title and
interest in, to and under this Agreement and the Equipment may be
assigned for the benefit of the Registered Owners.
"Agreement" means this Equipment Lease/Purchase
Agreement, the Tax Designations and Covenants and any other
schedule, exhibit or escrow agreement made a part hereof by the
parties hereto, together with any amendments to the Agreement
made pursuant to Section 13. 06 .
"Code" means the Internal Revenue Code of 1986.
"Commencement Date" is the date when the term of this
Agreement and Lessee 's obligation to pay rent commence, which
date shall be the earlier of ( i) the date on which the Equipment
is accepted by Lessee in the manner described in Section 5 .01, or
(ii) the date on which sufficient moneys to purchase the
Equipment are deposited for that purpose with an escrow agent.
"Equipment" means the property described in Exhibit C
and all replacements, repairs, restorations, modifications and
improvements thereof or thereto made pursuant to Section 7.01 or
Article VIII.
"Event of Default" means an Event of Default described
in Section 12. 01.
"Issuance Year" is the calendar year in which the
Commencement Date occurs.
"Lease Participation Certificates" means certificates
evidencing a right to receive a pro rata share of Rental Payments
and Purchase Price payments.
"Lease Term" means the Original Term and all Renewal
Terms.
"Lessee" means the entity described as such in the
first paragraph of this Agreement, its successors and its
assigns.
"Lessor" means the entity described as such in the
first paragraph of this Agreement, its successors and its
assigns..
"Original Term" means the period from the Commencement
Date until the end of the budget year of Lessee in effect at the
Commencement Date.
"Purchase Price" means the amount designated as such on
Exhibit H hereto that Lessee may, in its discretion, pay to
Lessor to purchase the Equipment.
"Registered Owners" means the registered owners of
Lease Participation Certificates.
"Renewal Terms" means the renewal terms of this
Agreement, each having a duration of one year and a term
coextensive with Lessee's budget year .
"Rental Payments" means the basic rental payments
payable by Lessee pursuant to Section 4 .01.
"Rental Payment Period" means the period beginning on
the day a Rental Payment is due and ending the day before the
next Rental Payment is due. The first Rental Payment Period
shall begin on the Commencement Date in all cases . If Rental.
Payment Periods are monthly, subsequent Rental Payment Periods
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shall begin on the same day of each month after the Commencement
Date. If Rental Payment Periods are quarterly, subsequent Rental
Payment Periods shall begin on the same day of each third month
after the Commencement Date. If Rental Payment Periods are
semiannual, subsequent Rental Payment Periods shall begin on the
same day of each sixth month after the Commencement Date. If
Rental Payment Periods are annual, subsequent Rental Payment
Periods shall begin on the anniversary of the Commencement Date
in each year . If the Commencement Date is the 29th, 30th or 31st
day of a month, any subsequent Rental Payment Period that would
otherwise begin on the 29th, 30th or 31st day of a month that
does not include such a date shall begin on the last day of that
month.
"State" means the state in which Lessee is located.
"Vendor" means the manufacturer of the Equipment as
well as the agents or dealers of the manufacturer from whom
Lessor purchased or is purchasing the Equipment.
ARTICLE II
Section 2.01. Representations and Covenants of Lessee.
Lessee represents, covenants and warrants for the benefit of
Lessor and any Registered Owners (as hereinbefore defined) as
follows:
(a) Lessee is a public body corporate and politic duly
organized and existing under the constitution and laws
of the State with full power and authority to enter
into this Agreement and the transactions contemplated
hereby and to perform all of its obligations hereunder.
(b) Lessee has duly authorized the execution and
delivery of this Agreement by proper action by its
governing body at a meeting duly called, regularly
convened and attended throughout by the requisite
majority of the members thereof or by other appropriate
official approval, and all requirements have been met
and procedures have occurred in order to ensure the
validity and enforceability of this Agreement.
(c) No event or condition that constitutes, or with
the giving of notice or the lapse of time or both would
constitute, an Event of Default exists at the date
hereof.
(d) ' Lessee has, in accordance with the requirements of
law, fully budgeted and appropriated sufficient funds
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for the current budget year to make the Rental Payments
scheduled to come due during the Original Term, and to
meet its other obligations for the Original Term, and
such funds have not been expended for other purposes.
(e) Lessee will do or cause to be done all things
necessary to preserve and keep in full force and effect
its existence as a body corporate and politic.
(f) Lessee has complied with such public bidding
requirements as may be applicable to this Agreement and
the acquisition by Lessee of the Equipment.
(g) During the Lease Term, the Equipment will be used
by Lessee only for the purpose of performing essential
governmental or proprietary functions of Lessee
consistent with the permissible scope of Lessee's
authority.
(h) Lessee will annually provide Lessor with current
financial statements, budgets, proofs of appropriation
for the ensuing budget year and such other financial
information relating to the ability of Lessee to
continue this Agreement as may be requested by Lessor.
(i) Lessee will comply with all applicable provisions
of the Code, including without limitation Sections 103
and 148 thereof, and the applicable regulations of the
Treasury Department to maintain the exclusion of the
interest components of Rental Payments from gross
income for purposes of federal income taxation.
(j) Lessee will use the proceeds of this Agreement as
soon as practicable and with all reasonable dispatch
for the purpose for which the Agreement has been
entered into. No part of the proceeds of the Agreement
shall be invested in any securities, obligations or
other investments or used, at any time, directly or
indirectly, in a manner which, if such use had been
reasonably anticipated on the date of issuance of the
Agreement, would have caused any portion of the
Agreement to be or become "arbitrage bonds" within the
meaning of Section 103(b) ( 2) or Section 148 of the Code
and the applicable regulations of the Treasury
Department.
(k) Lessee hereby designates the Agreement as a
"qualified tax-exempt obligation" as defined in Section
265(b) (3) (H) of the Code. The aggregate face amount of
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all tax-exempt obligations (excluding private activity
bonds other than qualified 501(c) (3 ) bonds) issued or
to be issued by Lessee and all subordinate entities
thereof during the Issuance Year is not reasonably
expected to exceed $10, 000,000. Lessee and all
subordinate entities thereof will not issue in excess
of $10, 000,000 of qualified tax-exempt obligations
( including the Agreement but excluding private activity
bonds other than qualified 501(c) (3) bonds) during the
Issuance Year without first obtaining an opinion of
nationally recognized counsel in the area of tax-exempt
municipal obligations acceptable to Lessor that the
designation of the Agreement as a "qualified tax-exempt
obligation" will not be adversely affected.
( 1) Lessee represents and warrants that it is a
governmental unit under the laws of the State with
general taxing powers; the Agreement is not a private
activity bond as defined in Section 141 of the Code;
955 or more of the net proceeds of the Agreement will
be used for local governmental activities of Lessee;
and the aggregate face amount of all tax-exempt
obligations (other than private activity bonds) issued
or to be issued by the Lessee and all subordinate
entities thereof during the Issuance Year is not
reasonably expected to exceed $5,000,000. Lessee and
all subordinate entities thereof will not issue in
excess of $5, 000, 000 of tax-exempt bonds ( including the
Agreement but excluding private activity bonds) during
the Issuance Year without first obtaining an opinion of
nationally recognized counsel in the area of tax-exempt
municipal obligations acceptable to Lessor that the
excludability of the interest on the Agreement from
gross income for federal tax purposes will not be
adversely affected. (Omit if inapplicable. ]
Section 2 .02. Certification as to Arbitrage. Lessee
hereby represents as follows:
(a) The estimated total costs of the Equipment will
not be less than the total principal amount of the
Rental Payments.
(b) The Equipment has been ordered or is expected to
be ordered within six months of the Commencement Date,
and the Equipment is expected to be delivered and
installed, and the Vendor fully paid, within one year
of the Commencement Date.
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(c) Lessee has not created or established, and does
not expect to create or establish, any sinking Fund or
other similar fund ( i) that is reasonably expected to
be used to pay the Rental Payments, or ( ii ) that may be
used solely to prevent a default in the payment of the
Rental Payments.
(d) The Equipment has not been and is not expected to
be sold or otherwise disposed of by Lessee, either in
whole or in major part , prior to the last maturity of
the Rental Payments.
(e) To the best of our knowledge, information and
belief, the above expectations are reasonable.
(f ) Lessee has not been notified of any listing or
proposed listing of it by the Internal Revenue Service
as an issuer whose arbitrage certificates may not be
relied upon.
ARTICLE III
Section 3. 01 . Lease of Equipment. Lessor hereby
® demises, leases and lets to Lessee, and Lessee rents, leases and
hires from Lessor, the Equipment in accordance with this
Agreement for the Lease Term. The Lease Term may be continued,
solely at the option of Lessee, at the end of the Original Term
or any Renewal Term for an additional Renewal Term up to the
maximum Lease Term set forth in Exhibit B hereto. At the end of
the Original Term and at the end of each Renewal Term until the
maximum Lease Term has been completed, Lessee shall be deemed to
have exercised its option to continue this Agreement for the next
Renewal Term unless Lessee shall have terminated this Agreement
pursuant to Section 3. 03 or Section 10. 01. The terms and
conditions during any Renewal Term shall be the same as the terms
and conditions during the Original Term, except that the Rental
Payments shall be as provided on Exhibit B hereto.
Section 3. 02 . Continuation of Lease Term. Lessee
intends, subject to Section 3.03, to continue the Lease Term
through the Original Term and all Renewal Terms and to pay the
Rental Payments hereunder. Lessee reasonably believes that
legally available funds in an amount sufficient to make all
Rental Payments during the entire Lease Term can be obtained.
Lessee further intends to do all things lawfully within its power
to obtain and maintain funds from which the Rental Payments may
be made, including making provision for such payments to the
extent necessary in each budget or appropriation request
submitted and adopted in accordance with applicable provisions of
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law, to have such portion of the budget or appropriation request
approved and to exhaust all available reviews and appeals in the
event such portion of the budget or appropriation request is not
approved.
Section 3.03. Nonappropriation. Lessee is obligated
only to pay such Rental Payments under this Agreement as may
lawfully be made from funds budgeted and appropriated for that
purpose during Lessee' s then current budget year . Should Lessee
fail to budget, appropriate or otherwise make available funds to
pay Rental Payments following the then current Original Term or
Renewal Term, this Agreement shall be deemed terminated at the
end of the then current Original Term or Renewal Term. Lessee
agrees to deliver notice to Lessor of such termination at least
90 days prior to the end of the then current Original Term or
Renewal Term, but failure to give such notice shall not extend
the term beyond such Original Term or Renewal Term. If this
Agreement is terminated in accordance with this Section, Lessee
agrees to peaceably deliver the Equipment to Lessor at the
location(s) to be specified by Lessor.
Section 3.04. Nonsubstitution. To the extent
permitted by law, Lessee agrees that if this Agreement is
terminated in accordance with Section 3.03 Lessee will not
purchase, lease or rent equipment performing functions similar to
those performed by the Equipment for a period of 90 days
following the end of the then current Original Term or Renewal
Term; provided this restriction stall not be applicable in the
event the Equipment shall be sold, re-leased or otherwise
disposed of by Lessor and the amount received from such
disposition, less all costs of such sale or disposition, is
sufficient to pay the then applicable Purchase Price. This
Section shall remain in full force and effect not withstanding
the termination of this Agreement.
ARTICLE IV
Section 4.01. Rental Payments. Lessee shall promptly
pay Rental Payments, exclusively from legally available funds, in
lawful money of the United States of America to Lessor on the
Commencement Date and on the first day of each Rental Payment
Period thereafter, in such amounts as described on Exhibit B
hereto. Lessee shall pay Lessor a charge on any Rental Payment
not paid on the date such payment is due at the rate of 18% per
annum or the maximum amount permitted by law, whichever is less,
from such date. A portion of each Rental Payment is paid as, and
represents payment of, interest, as set forth on Exhibit B
hereto.
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Section 4.02. Rental Payments to Constitute a Current
Expense of Lessee. Lessor and Lessee understand and intend that
the obligation of Lessee to pay Rental Payments hereunder shall
constitute a current expense of Lessee and shall not in any way
be construed to be a debt of Lessee in contravention of any
applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor shall
anything contained herein constitute a pledge of the general tax
revenues, funds or moneys of Lessee.
Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL.
EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO
MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER
COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION,
DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR
INSTALLED, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES
TN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
CIRCUMSTANCES.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of
the Equipment. Lessee shall order the Equipment, cause the
Equipment to be delivered and installed at the location specified
on Exhibit C to this Agreement and pay any and all delivery and
installation costs in connection therewith. When the Equipment
has been delivered and installed, Lessee shall immediately accept
the Equipment and evidence said acceptance by executing and
delivering to Lessor an acceptance certificate acceptable to
Lessor.
Section 5.02. Enjoyment of Equipment. Lessor shall
provide Lessee with quiet use and enjoyment of the Equipment
during the Lease Term, and Lessee shall peaceably and quietly
have, hold and enjoy the Equipment during the Lease Term, without
suit, trouble or hindrance from Lessor, except as otherwise
expressly set forth in this Agreement. No Registered Owner shall
interfere with such quiet use and enjoyment during the Lease Term
so long as Lessee is not in default under this Agreement.
Section 5.03. Location: inspection. Once installed,
the Equipment will not be moved from the location specified on
Exhibit C to this Agreement without Lessor 's consent, which
consent shall not be unreasonably withheld. Lessor shall have
the right at all reasonable times during regular business hours
to enter into and upon the property of Lessee for the purpose of
inspecting the Equipment .
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Section 5 .04. Use and Maintenance of the Equipment.
Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in
a manner contrary to that contemplated by this Agreement. Lessee
shall provide all permits and licenses, if any, necessary for the
.installation and operation of the Equipment. In addition, Lessee
agrees to comply in all respects with all applicable laws,
regulations and rulings of any legislative, executive,
administrative or judicial body; provided that Lessee may contest
in good faith the validity or application of any such law,
regulation or ruling in any reasonable manner that does not, in
the opinion of Lessor, adversely affect the interest of Lessor in
and to the Equipment or its interest or rights under this
Agreement.
Lessee agrees that it will, at Lessee's own cost and
expense, maintain, preserve and keep the Equipment in good repair
and working order . Lessor shall have no responsibility to
maintain, repair or make improvements or additions to the
Equipment. Upon the request of Lessor, Lessee will enter into a
maintenance contract for the Equipment with Vendor.
ARTICLE VI
Section 6 .01. Title to the Equipment . Upon acceptance
of the Equipment by Lessee, title to the Equipment shall vest in
Lessee subject to Lessor 's rights under this Agreement; provided
that title shall thereafter immediately and without any action by
Lessee vest in Lessor , and Lessee shall immediately surrender
possession of the Equipment to Lessor upon (a) any termination of
this Agreement other than termination pursuant to Section 10.01
or (b) the occurrence of an Event of Default. It is the intent
of the parties hereto that any transfer of title to Lessor
pursuant to this Section shall occur automatically without the
necessity of any bill of sale, certificate of title or other
instrument of conveyance. Lessee shall, nevertheless, execute
and deliver any such instruments as Lessor may request to
evidence such transfer.
Section 6.02. Security Interest. To secure the
payment of all of Lessee's obligations under this Agreement,
Lessee hereby grants to Lessor a security interest constituting a
first lien on the Equipment and on all additions, attachments and
accessions thereto, substitutions therefor and proceeds
therefrom. Lessee agrees to execute such additional documents,
in form satisfactory to Lessor, which Lessor deems necessary or
appropriate to establish and maintain its security interest and
the security interest of any assignee of Lessor in the Equipment.
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Section 6.03. Personal Property. The Equipment is and
will remain personal property. The Equipment will not be deemed
to be affixed to or a part of the real estate on which it may be
situated, notwithstanding that the Equipment or any part thereof
may be or hereafter become in any manner physically affixed or
attached to such real estate or any building thereon. Upon the
request of Lessor, Lessee will, at Lessee's expense, furnish a
waiver of any interest in the Equipment from any party having an
interest in any such real estate or building.
ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges
and Utility Charges. Lessee shall keep the Equipment free of all
levies, liens and encumbrances except those created by this
Agreement. The parties to this Agreement contemplate that the
Equipment will be used for a governmental or proprietary purpose
of Lessee and that the Equipment will therefore be exempt from
all property taxes. If the use, possession or acquisition of the
Equipment is nevertheless determined to be subject to taxation,
Lessee shall pay when due all taxes and governmental charges
lawfully assessed or levied against or with respect to the
Equipment. Lessee shall pay all utility and other charges
® incurred in the use and maintenance of the Equipment. Lessee
shall pay such taxes or charges as the same may become due;
provided that, with respect to any such taxes or charges that may
lawfully be paid in installments over a period of years, Lessee
shall be obligated to pay only such installments as accrue during
the Lease Term.
Section 7 .02. Insurance. At its own expense, Lessee
shall maintain (a) casualty insurance insuring the Equipment
against loss or damage by fire and all other risks covered by the
standard extended coverage endorsement then in use in the State
and any other risks reasonably required by Lessor in an amount at
least equal to the then applicable Purchase Price of the
Equipment, (b) liability insurance that protects Lessor from
liability in all events in form and amount satisfactory to
Lessor, and (c) workers ' compensation coverage as required by the
laws of the State; provided that, with Lessor 's prior written
consent, Lessee may self-insure against the risks described in
clauses (a) and (b) . All insurance proceeds from casualty losses
shall be payable as hereinafter provided. Lessee shall furnish
to Lessor certificates evidencing such coverage throughout the
Lease Term.
All such insurance shall be with insurers that are
acceptable to Lessor, shall name Lessee and Lessor as insureds
and shall contain a provision to the effect that such insurance
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shall not be cancelled or modified materially without first
giving written notice thereof to Lessor at least 10 days in
advance of such cancellation or modification. All such casualty
insurance shall contain a provision making any losses payable to
Lessee and Lessor as their respective interests may appear .
Section 7.03. Advances. In the event Lessee shall
fail to either maintain the insurance required by this Agreement
or keep the Equipment in good repair and working order, Lessor
may, but shall be under no obligation to, purchase the required
insurance and pay the cost of the premiums thereof and maintain
and repair the Equipment and pay the cost thereof. All amounts
so advanced by Lessor shall constitute additional rent for the
then current Original Term or Renewal Term and Lessee covenants
and agrees to pay such amounts so advanced by Lessor with
interest thereon from the due date until paid at the rate of 18%
per annum or the maximum amount permitted by law, whichever is
less.
ARTICLE VIII
Section 8.01. Damage. Destruction and Condemnation.
If (a) the Equipment or any portion thereof is destroyed, in
® whole or in part, or is damaged by fire or other casualty or (b)
title to, or the temporary use of, the Equipment or any part
thereof shall be taken under the exercise or threat of the power
of eminent domain by any governmental body or by any person, firm
or corporation acting pursuant to governmental authority, Lessee
and Lessor will cause the Net Proceeds of any insurance claim,
condemnation award or sale under threat of condemnation to be
applied to the prompt replacement, repair, restoration,
modification or improvement of the Equipment, unless Lessee shall
have exercised its option to purchase the Equipment pursuant to
Section 10.01. Any balance of the Net Proceeds remaining after
such work has been completed shall be paid to Lessee.
For purposes of this Article, the term "Net Proceeds"
shall mean the amount remaining from the gross proceeds of any
insurance claim, condemnation award or sale under threat of
condemnation after deducting all expenses, including attorneys '
fees, incurred in the collection thereof.
Section 8.02. Insufficiency of Net Proceeds. If the
Net Proceeds are insufficient to pay in full the cost of any
repair, restoration, modification or improvement referred to in
Section 8.01, Lessee shall either (a) complete such replacement,
repair, restoration, modification or improvement and pay any
costs thereof in excess of the amount of the Net Proceeds, or (b)
purchase Lessor ' s interest in the Equipment pursuant to Section
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10.01. The amount of the Net Proceeds, if any, remaining after
completing such repair, restoration, modification or improvement
or after purchasing Lessor ' s interest in the Equipment shall be
retained by Lessee. if Lessee shall make any payments pursuant
to this Section, Lessee shall not be entitled to any
reimbursement therefor from Lessor nor shall Lessee be entitled
to any diminution of the amounts payable under Article IV.
ARTICLE IX
Section 9.01. DISCLAIMER OF WARRANTIES. LESSOR MAKES
NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR
WARRANTY WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE
EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE' S USE OF ANY ITEM,
PRODUCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor ' s Warranties . Lessor hereby
irrevocably appoints Lessee its agent and attorney-in-fact during
the Lease Term, so long as Lessee shall not be in default
hereunder, to assert from time to time whatever claims and rights
( including without limitation warranties) related to the
Equipment that Lessor may have against the Vendor . Lessee' s sole
remedy for the breach of such warranty, indemnification or
representation shall be against the Vendor of the Equipment and
not against Lessor . Any such matter shall not have any effect
whatsoever on the rights and obligations of Lessor with respect
to this Agreement, including the right to receive full and timely
payments hereunder . Lessee expressly acknowledges that Lessor
makes, and has made, no representations or warranties whatsoever
as to the existence or the availability of such warranties by the
Vendor of the Equipment.
ARTICLE X
Section 10 . 01 . Purchase Option. Lessee shall have the
option to purchase Lessor 's interest in the Equipment, upon
giving written notice to Lessor at least 60 days before the date
of purchase, at the following times and upon the following terms:
(a) On the last day of the Original Term or any
Renewal Term then in effect, upon payment in full of the Rental
Payments then due hereunder plus the then applicable Purchase
Price plus $1.00 to Lessor ; or
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(b) In the event of substantial damage to or
destruction or condemnation of substantially all of the
Equipment, on the day Lessee specifies as the purchase date in
Lessee's notice to Lessor of its exercise of the purchase option,
upon payment in full of the Rental Payments then due hereunder
plus the then applicable Purchase Price to Lessor .
Section 10.02. Automatic Purchase of Property. Lessor
and Lessee agree that Lessee shall be deemed to have purchased a
component of Equipment automatically after said component of
Equipment shall have been leased to Lessee for the term of years
ending on the date set forth below (the "Term Purchase Date" ) ;
provided that Lessee makes the Rental Payment due on such Term
Purchase Date and provided further that if an event which
constitutes, or with the passage of time or giving of notice or
both, would constitute an Event of Default under Section 12. 01
hereof shall exist at the time of the Term Purchase Date, such
purchase shall not occur unless and until such payment is made or
such event is cured as the case may be:
Equipment Component Term Purchase Date
Dump Truck June 30, 1989
Street Sweepers June 30, 1991
In the event of an automatic purchase of a component under this
Section, Lessor 's rights under this Agreement, including but not
limiting, its security interest under Section 602, shall
terminate as to said component of Equipment. Should a component
of Equipment be substituted for any reason, as provided in
Article VIII of this Agreement, the term of years of the
substitute component of Equipment shall be the remaining term of
years for the component of Equipment that such substitute
component replaced.
ARTICLE XI
Section 11.01 . Assignment by Lesg2r. Lessor ' s right,
title and interest in, to and under this Agreement and the
Equipment may be assigned and reassigned in whole or in part to
one or more assignees or subassignees by Lessor and, to the
extent of his interest, by any Registered Owner , without the
necessity of obtaining the consent of Lessee; provided that (a)
any assignment, other than an assignment to or by a Registered
Owner, shall not be effective until Lessee has received written
notice, signed by the assignor, of the name, address and tax
identification number of the assignee, and (b) any assignment to
or by a Registered Owner shall not be effective until it is
registered on the registration books kept by the Agent as agent
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for Lessee. Lessee shall retain all such notices as a register
of all assignees (other than Registered Owners) and shall make
all payments to the assignee or assignees designated in such
register or, in the case of Registered Owners, to the Agent.
Lease Participation Certificates may be executed and delivered by
the Agent to Registered Owners, if any. Lessee agrees to execute
all documents, including notices of assignment and chattel
mortgages or financing statements that may be reasonably
requested by Lessor or any assignee to protect its interests in
the Equipment and in this Agreement. Lessee shall not have the
right to and shall not assert against any assignee or Registered
Owner any claim, counterclaim or other right Lessee may have
against Lessor.
Section 11.02. Assignment and Subleasing by Lessee.
None of Lessee's right, title and interest in, to and under this
Agreement and in the Equipment may be assigned or encumbered by
Lessee for any reason, except that Lessee may sublease all or
part of the Equipment if Lessee obtains the prior written consent
of Lessor and an opinion of nationally recognized counsel in the
area of tax exempt municipal obligations satisfactory to Lessor
that such subleasing will not adversely affect the exclusion of
the interest components of the Rental Payments from gross income
for federal income tax purposes. Any such sublease of all or
part of the Equipment shall be subject to this Agreement and the
rights of the Lessor in, to and under this Agreement and the
Equipment.
ARTICLE XII
Section 12.01. Events of Default Defined. Subject to
the provisions of Section 3.03, any of the following events shall
constitute an "Event of Default" under this Agreement:
a
(a) Failure by Lessee to pay any Rental Payment or
other payment required to be paid hereunder at the time
specified herein;
(b) Failure by Lessee to observe and perform any
covenant, condition or agreement on its part to be
observed or performed, other than as referred to in
subparagraph (a) above, for a period of 30 days after
written notice specifying such failure and requesting
that it be remedied is given to Lessee by Lessor,
unless Lessor shall agree in writing to an extension of
such time prior to its expiration; provided that, if
the failure stated in the notice cannot be corrected
within the applicable period, Lessor will not
unreasonably withhold its consent to an extension of
14 -
such time if corrective action is instituted by Lessee
within the applicable period and diligently pursued
until the default is corrected;
(c) Any statement, representation or warranty made by
Lessee in or pursuant to this Agreement or its
execution, delivery or performance shall prove to have
been false, incorrect, misleading or breached in any
material respect on the date when made;
(d) Lessee shall ( i) apply for or consent to the
appointment of a receiver, trustee, custodian or
liquidator of Lessee, or of all or a substantial part
of the assets of Lessee, ( ii) be unable, fail or admit
in writing its inability generally to pay its debts as
they become due, (iii) make a general assignment for
the benefit of creditors, ( iv) have an order for relief
entered against it under applicable federal bankruptcy
law, or (v) file a voluntary petition in bankruptcy or
a petition or an answer seeking reorganization or an
arrangement with creditors or taking advantage of any
insolvency law or any answer admitting the material
allegations of a petition tiled against Lessee in any
bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by
any court of competent jurisdiction, approving a
petition or appointing a receiver, trustee, custodian
or liquidator of Lessee or of all or a substantial part
of the assets of Lessee, in each case without its
application, approval or consent, and such order,
judgment or decree shall continue unstayed and in
effect for any period of 30 consecutive days.
Section 12.02. Remedies on Default. Whenever any
Event of Default exists, Lessor shall have the right, at its sole
option without any further demand or notice, to take one or any
combination of the following remedial steps:
(a) By written notice to Lessee, Lessor may declare
all Rental Payments and other amounts payable by Lessee
hereunder to the end of the then current Original Term
or Renewal Term to be due;
(b) With or without terminating this Agreement, Lessor
may enter the premises where the Equipment is located
and retake possession of the Equipment or require
Lessee at Lessee' s expense to promptly return any or
all of the Equipment to the possession of Lessor at
15
such place within the United States as Lessor shall
specify, and sell or lease the Equipment or, for the
account of Lessee, sublease the Equipment, continuing
to hold Lessee liable for the difference between ( i )
the Rental Payments and other amounts payable by Lessee
hereunder to the end of the then current Original Term
or Renewal Term, and ( ii) the net proceeds of any such
sale, leasing or subleasing (after deducting all
expenses of Lessor in exercising its remedies under
this Agreement, including without limitation all
expenses of taking possession, storing, reconditioning
and selling or leasing the Equipment and all brokerage,
auctioneers ' and attorneys' fees) ; and
(c) Lessor may take whatever action at law or in
equity may appear necessary or desirable to enforce its
rights as the owner of the Equipment.
Section 12. 03 . No Remedy Exclusive. No remedy herein
conferred upon or reserved to Lessor is intended to be exclusive
and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement now or
hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
waiver thereof, but any such right or power may be exercised from
time to time and as often as may be deemed expedient. In order
to entitle Lessor to exercise any remedy reserved to it in this
Article it shall not be necessary to give any notice other than
such notice as may be required in this Article.
ARTICLE XIII
Section 13. 01. Notices . All notices, certificates or
other communications hereunder shall be sufficiently given and
shall be deemed given when delivered or mailed by registered
mail, postage prepaid, to the parties hereto at the addresses
immediately after the signatures to this Agreement (or at such
other address as either party hereto shall designate in writing
to the other for notices to such party) , to any assignee at its
address as it appears on the registration books maintained by
Lessee or the Agent.
Section 13.02 . Release and Indemnification. To the
extent permitted by law, Lessee shall indemnify, protect, hold
harmless, save and keep harmless Lessor from and against any and
all liability, obligation, loss, claim, tax and damage
whatsoever, regardless of cause thereof, and all expenses in
connection therewith (including without limitation counsel fees
16 -
and expenses and any federal income tax and interest and
penalties connected therewith imposed on interest received)
arising out of or as the result of (a) the entering into of this
Agreement, (b) the ownership of any item of the Equipment,
(c) the ordering, acquisition, use, operation, condition,
purchase, delivery, rejection, storage or return of any item of
the Equipment, (d) or any accident in connection with the
operation, use, condition, possession, storage or return of any
item of the Equipment resulting in damage to property or injury
to or death to any person, and/or (e) the breach of any covenant
herein or any material misrepresentation contained herein. The
indemnification arising under this paragraph shall continue in
full force and effect notwithstanding the full payment of all
obligations under this Agreement or the termination of the Lease
Term for any reason.
Section 13.03. Entire Agreement. This Agreement
constitutes the entire agreement between Lessor and Lessee.
Section 13.04. Binding Effect. This Agreement shall
inure to the benefit of and shall be binding upon Lessor and
Lessee and their respective successors and assigns.
Section 13.05. Severability. In the event any
provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other
provision hereof.
Section 13.06. Amendments. Changes and Modifications.
This Agreement may be amended by Lessor and Lessee; provided that
no amendment that affects the rights of the Registered Owners
shall be effective unless it shall have been consented to by the
Registered Owners of a majority, in principal amount, of the
Lease Participation Certificates, if any, then outstanding.
Section 13.07 . Execution in Counterparts. 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 instrument.
Section 13.08. Applicable Law. This Agreement shall
be governed by and construed in accordance with the laws of the
State.
Section 13.09. Captions. The captions or headings in
this Agreement are for convenience only and in no way define,
limit or describe the scope or intent of any provisions or
sections of this Agreement.
•
17 -
IN WITNESS WHEREOF, Lessor and Lessee have caused this
Agreement to be executed in their names by their duly authorized
representatives as of the date written above.
(LESSOR) (LESSEE)
The C ntral Tru Hank City of Jefferson, Missouri
Tit e: Tit e: ayor
Address: (SEAL)
238 Madison Street
Jefferson City, Missouri 65101 ATTEST:
Title: City Clerk
Address:
320 E. McCarty Street
Jefferson City, Missouri 65101
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify ( i) that the officer
of Lessee who executed the foregoing Agreement on behalf of
Lessee and whose genuine signature appears thereon, is the duly
qualified and acting officer of Lessee as stated beneath his or
her signature and has been authorized to execute the foregoing
Agreement on behalf of Lessee, an ( ' i) that the budget year of
Lessee is fromLI&1z.-cY. too .
Dated
'Title: City Clerk
18 -
Exhibit "A" to Lease/Purchase Agreement
CIty0 0
n I o
rson Louise Gardner
J effe MAYOR
320 E. McCarty St. 314-634-6300
Jefferson City,Missouri 65101
September 16, 1988
Central Trust Bank
238 Madison
Jefferson City, MO 65101
Dear J. Douglas Thompson:
As legal counsel to Lessee, I have examined (a) the foregoing
Agreement, which, among other things, provides for the sale to and
purchase by the Lessee of the Equipment, (b) an executed
counterpart of the ordinance or resolution of Lessee which, among
other things, authorizes Lessee to execute the Agreement and (c)
AL such other opinions, documents and matters of law as I have deemed
necessary in connection with the following opinions. Based on the
foregoing, I am of the following opinions:
1. Lessee is a public body corporate and politic, duly organized
and existing under the laws of the State, and has a
substantial amount of one or more of the following sovereign
powers:
(a) the power to tax,
(b) the power of eminent domain, and
(c) police power;
2. Lessee has the requisite power and authority to purchase the
Equipment and to execute and deliver the Agreement and to
perform its obligations under the Agreement.
3. The Agreement and the other documents either attached thereto
or required therein have been duly authorized, approved and
executed by and on behalf of Lessee, and the Agreement is a
valid and binding obligation of Lessee enforceable in
accordance with its terms.
4. The authorization, approval and execution of the
Agreement and all other proceedings of Lessee relating
to the transactions contemplated thereby have been
parformed in accordance with all open meeting laws,
S public bidding laws and all other applicable state and
federal laws.
S. There is not proceeding pending or threatened in any court or
before any governmental authority or arbitration board or
tribunal that, if adversely determined, would adversely affect
the transactions contemplated by the Agreement or the security
interest of Lessor or its assigns, as the case may be, in the
Equipment. All capitalized terms herein shall have the same
meanings as the foregoing Agreement. Lessor, its successors
and assigns, including without limitation any Registered
Owners, and any counsel rendering an opinion on the tax-exempt
status of the interest components of Rental Payments are
entitled to rely on this opinion.
Since ly,
Al en Garner
City Counselor
bmc
EXHIBIT B TO EQUIPMENT LEASE/PURCHASE AGREEMENT
SCHEDULE OF RENTAL PAYMENTS
Rental Payment Periods shall be semiannual. Rental payments shall be
made in accordance with Section 4.01 and this Schedule of Rental
Payments. The maximum Lease Term of this Agreement is 5 years and
0 months.
Rental Payment Rental Payment Interest Principal Purchase
Date Amount Portion Portion Price
Dec. 31, 1988 61,699.02 7,665.17 54,033.85 349,631.00
June 30, 1939 50,542.44 10,884.61 39,657 83 295,597.15
Dec. 31, 1989 49,067.17 9,409.34 39,657.83 255,939.32
June 30, 1990 47,591.90 7,934.07 39,657.83 216,281.49
Dec. 31, 1990 46,116.63 6,458.80 39,657.83 176,623.66
June 30, 1991 44,641.36 49983.53 39,657.83 136,965.83
Dec. 31, 1991 27,835.26 3,508.26 24,327.00 97,308.00
June 30, 1992 26,930.29 2,603.29 24,327.00 72,981,00
Dec. 31, 1992 26,025.33 1,698.33 24,327.00 48,654.00
June 30, 1993 25,120.36 793.36 24$ 27.00 24,327.00
EXHIBIT C TO EQUIPMENT LEASE/PURCHASE AGREEMENT
DESCRIPTION OF EQUIPMENT
Quantity Description Model # Vehicle ID #
2 Fire Engines 1988 Pierce Arrow
Pumper
2 Street Sweepers 1988 Elgin S-6654-S
S-6655-S
1 Dump Truck 1988 International IMKZ3R2KH628428
F-1954
Said equipment is to be located within the corporate city limits of
the City of Jefferson, Missouri.
ACCEPTANCE CERTIFICATE
The Central Trust Bank
238 Madison Street
Jefferson City, Missouri 65101
Re: Equipment Lease/Purchase Agreement, dated as of
September 1 , 1988 (the "Agreement" ) , between The
Central Trust Bank ("Lessor" ) and The City of
Jefferson, Missouri ("Lessee" )
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned
Lessee hereby certifies and represents to, and agrees with,
Lessor as follows:
(1 ) The Equipment (as defined in the Agreement) listed
below has been delivered, installed and accepted on the date
hereof:
2 street sweepers - S-6654-S; S-6655-S
1 dump truck - 1HTLKZ3R2KH628428
(2) Lessee has conducted such inspection and/or
testing of the Equipment as it deems necessary and appropriate
and hereby acknowledges that it accepts the Equipment for all
purposes.
(3) Lessee is currently maintaining the insurance
coverage required by Section 7.02 of the Agreement.
(4) No event or condition that constitutes, or with
notice or lapse of time, or both, would constitute, an Event of
Default (as defined in the Agreement) exists at the date hereof.
Dated: geptemhe-r 1A. 1 URR
City of Jefferson, Missouri
LESSEE
i
B 'rim
[SEAL] Ti le -• Mayor
Term 8038•G Information Return forTax-Exempt
(December 1986) Governmental Bond Issues OMBNo.1545.0720
• DtbMmtni of the Treasury
Under Section 149(x) Expires 12-31-89
Internal Revenue Service (Use Form 8038•GC It Issue price Is under S 100,000.)
Reportina Authority Check box if Amended Return ►
1 leaun's name 2 Issuer's employer Idenldicalron number
City of Jefferson City, Missouri r
i Number and street 4 Roped number
320 E. McCarty Street Gigs
5 City or town,state,and ZIP code i Date of issue
Jefferson City, Missouri 65101
Type at Issue check box es that applies)
7 Check box If bonds are tax or other revenue anticipations bonds>r ❑ Issue Price
8 Check box if bonds are in the farm of a lease or installment sale I- ❑
9 ❑ Education . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . .
30 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . .
11 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 ❑ Public safety . . . . . . . . . .
13 0 Environment(including sewage bonds) . . , , . . .
14 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .
15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16 ❑ Other.Describe(see instructions)►
i D e scrip ti of Bonds
(x) (b) (el Stated redemption 'We(yhled h) Not initrtsl
Maturity dale Interest tale Issue Cr ice price at maturity arena a malurity Yield cos[
17 Final maturity g�,
18 Entire issue . years
Uses of Original Proceeds of Issue Oncl udin underwriters'discount
19 Proceeds used for accrued interest . . . . . . , . . . . . 19
20 Proceeds used for bond Issuance costs(including underwriters'discount). 20
21 Ploceeds used for credit enhancement . . . . . . . . . . . . . . . 21
22• Prcceeds allocated to reasonably required reserve or replacement fund . . . 22
23 Prcceeds used to refund prior Issues . , j * ' * * * ' ' * * ' ' 23
24 Ncn-relundin proceeds of the issue(subtrai2 , n23 f24
6•tb,liM Description of Refunded Bands (complete this part only for refunding bonds) _
2S Eitha Ilse iernaiuing weighted average maturity of the bonds to be refunded . . . . . . . . ► years
26 Enter the last dale on which the refunded bonds will be called . . . . . . . . . . . . . ►
27 Enter the dales)Ilse refunded bonds were issued ►
Miscellaneous
28 Enter the amount(if any)of the state volume cap allocated to this Issue . . . . , ►
29 Arbitrage rebate:
a Check box If the small governmental unit exception to the arbitrage rebate requirement applies . , . , , . , . , . , . ❑
b Check box If the 6-month temporary investment exception to the arbitrage rebate requirement Is expected to apply ❑
c Check box it you expect to earn and rebate arbitrage profits to the U.S. . . . . . , ' , ❑
30 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(8)(1) , , , , , ►
31 Pooled financings:
a Check box if any of the proceeds of this issue are to be used to make loans to other governmental units >~ ❑ and
enter the amount
b Ch;ck box it this Issue is a loan made from tite proceeds of another tax-exempt issue ► ❑ and enter the name of the
issuer A and the date of the Issue I►
Under penalliei of r•qury,I declare that I hurt t►amned tills return and accompanying sehedults and statements,and to the bell oI my xnoniedge and beUe:,
pleaSe they se hue,correct,and complete.
Sign ,
Nere ACW k Mayor
r S;�natu •n O> Tdlo
For Paperwalk fieduetfon Act Notice, stokojaue 1 ul 1110 (Ilslrul:lions. Farm UU.if;•li (I::•t:p)
Peron 8038-G Infurmation Return for Tax-Exer;nptii'-.V0 C 5111444 I 011
(December 1986) Governmental Bond Issues
Depars ntel at the Tetasurr to Under Section 149(e) Laphob tt-71-19
initrnal ne,t-ut St.-•ce (Use roan e03e•CC 11 Issue price It under 1100.000.)
• , R"orling Authority Check box it Amended neturn t►
1 ewer's name 2 taswr'somplortr tdentdiutron number
44-6000193
a Humbar and sine! 4 Report rdrmtler
320 E. McCarty Street C198 _..9_-
a city or icon.slate,and LIP code a Vail of issue
April 1 ; 1989
• : Y
to of issue check box es that applies)
7 Check boat II bonds are tax or other revenue anticipation bonds► ❑ Issue Poste
8 Check box If bonds are in the term of a lease or installment sale► ❑
9 ❑ Education . . . . . . . . . . . . . . .
11) ❑ Health and hospital . . . . . . . . . . . . .
1 ❑ Trarlsportaliun . . . . . . . . . . . .
12 ❑ Public safety . . . . . . . . . . . . . .
13 IBI Environment(including sawage bunds) . . . . . . . . .
ousitlg 14 ❑ j Rol
15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . .
16 ❑ Other.Describe(see instructions)b- T'
JIM Description of Bonds
!s! Iol It) Slatediedempllon 'Weighted ill Not Interest Idaluntr date b.trrest rate Islut puce PiKe al Malutily avers a malurtlt Yield cost
17 rinal maturily . 04 01/98 VR 9b $11 ,634* 11 *
18 Entireissue. . . '/ "/ / ' / , ' 882 333.33 t682,333.33 1 ears VR
K Uies of OrlclnalProceeds Issue (Including underwrilers'discount
is rroeseds used for oeetuad Interest . . . . . . . . . . . . . . . . .
20 Proceeds used for bond Issuance costs(including underwriters'discount). . . . . . . Zo — —
21 —0-
21 Proceeds used for credit enhancement .
22 Prcceeds allocated to reasonably required reserve or replacement fund . . . . . . . . . . . 22 —0-
23 Prcceeds used to refund prior issues 23 —0-
14 ficnrelundirlf;proceeds of the issue(subtract lines 20. 21. 22.and 23 bow line�18,column fc ) �24 882 333.33
jiVd. Descriptlon of Refunded Bonds (conlplcln Ibis part only for refunding bonds)
25 Errltr the relnaming weighted average lnalurily of the bonds to be refunded . . . . . . . . . ► N/A years
2C [Vier ihi:iasi jute un which the reiunueu uonus wlri ate caued ►
27 Enitr the dates the refunded bonds were issued 1►
• : Miscellaneous
28 Enter ilia amount(if any)of the stale volume cap allocated to this issue ► —�-
29 Arbitrage rebate:
a Check box It ilia small governmental unit exception to the arbitrage rebate requirement applies . . . . . . . . . . . .
la Check box It the G•nionlh temporary investment exception to the arbitrage rebate requirement is expected to apply ❑
c Check box if you expect to earn and rebate arbitrage profits to the U.S. . . . . . . . . . . . . . . . . . . . ❑
30 Enter late amount of the bonds designated by ilia issuer under section 265(b)(3)(8)(0) Par ► $882,333.33
31 Pooled linancines:
a Check box 11 any of the proceeds of this issue ale to be used to make loans to other governmental units io ❑ and
enter the amount lo
b Check box if this issue is a loan made from the proceeds of another tau•eaempl issue ► ❑ and enter the name of the
issuer 1P. _ and the dale of the issue 1-
114:I111 ptndNrtt of r-11uly.I dtrlar•11+at I title tumu+ed Ilus return and accompanrrnt schedules and tlatemenis.and to 1114 bill 01 1111 AnenitdLe IPM)Otb.'-
Please trier all lout.correct,and complele.
Sign t
Here thalr Mavor
—/0 to ion•
Par I'dircr.vut4 11cdut.Him Act II It.e, set.' loal;e I of the fit it#uctions. trrl•.c ,��� —
DEMAREE,INC P.O.BOX 1370$_ KANSAS CITY,MO 64199
UNIFORM COMMERCIAL CODE;.FINANCING STATEMENT-FORM M-UCC-1 �}
IMPORTANT—READ INSTRUCTIONS ON BACK BEFORE FILLING OUT FORM .:a-2 2 O J
j. This FINANCING STATEMENT is presented to a Filing Officer No,of Additional M Maturity Date ;
for filing pursuant to the Uniform Commercial Code: Sheets Presented: 3.(Optional):
I. Debtor(s)(Last Name First)and Address(es): 2. Secured Party(fes):Names)and Address(es): 4. For Filing Officer. Time, Date, .
No.,Filing Office
City of Jefferson The Central Trust Bank
320 E'. McCarty Street 238 Madison Street
Jefferson City, Missouri 65101 Jefferson City, Missouri 65101
Attn: Corp. Trust Dept.
5. This Financing Statement Covers the Following Types(or Items)of Property.
2 fire engines
2 street sweepers S-6654-S; S-6655-5
1 dump truck 1HTLKZ3R2KH628428 6. ❑To be Recorded in Real
�[ Estate Mortgage Records
1pKKProcceds: ❑ Products of the Collateral are Also Covered:
7. Description of Real Estate:
8. Name(s)of
" Record
Owner(s):
9. Assignec(s)of Secured Party and Address(es)
10. This statement is filed without the debtor's signature to perfect a security interest in collateral
i (check®if so)
❑already subject to a security interest in another jurisdiction when it was brought into this state,or
❑which is proceeds of the following described original collateral which was perfected:
w: CITY OF JEFFERSON THE WRWVA TRU
By By
ignaturc(s)of iKs) ignaturNs)of Secured party(its)
(1)FILING OFFICER COPY-Ae HABETICAL
FORM M-UCC-1 MISSOURI UNIFORM COMMERCIAL CODE Approved By:
` Secretary of State
glow,A
ESCROW AGREEMENT
DATED: September 16, 1988
NAME AND ADDRESS NAME AND ADDRESS NAME AND ADDRESS
OF LESSOR OF LESSEE OF ESCROW AGENT
The Central Trust Bank City of Jefferson, Missouri The Central Trust Bank
238 Madison Street 320 E. McCarty Street 238 Madison Street
Jefferson City, MO 65101 Jefferson City, MO 65101 Jefferson City, MO 65101
Name of Acquisition Fund: "1988 Lease/Purchase
Equipment Acquisition Fund No. 1"
Amount of deposit into the Acquisition Fund: $_241,270_00
TERMS AND CONDITIONS
1. This Escrow Agreement relates to and is hereby made
a part of the Equipment Lease/Purchase Agreement ( the
"Agreement" ) , dated as of the date hereof, between Lessor and
Lessee.
Aft
2. Except as otherwise defined herein, all terms
defined in the Agreement shall have the same meaning for the
purposes of this Escrow Agreement as in the Agreement.
3. Lessor , Lessee and the Escrow Agent identified
above ( the "Escrow Agent") agree that the Escrow Agent will act
as sole Escrow Agent under the Agreement and this Escrow
Agreement, in accordance with the terms and conditions set forth
in this Escrow Agreement . This Escrow Agreement shall be deemed
to constitute an entirely separate agreement among Lessor and
Lessee and Escrow Agent.
4. There is hereby established in the custody of
Escrow Agent a special trust fund designated as specified above
( the "Acquisition Fund") to be held and administered by the
Escrow Agent in trust for the benefit of Lessor and Lessee in
accordance with this Escrow Agreement.
5. Lessor shall deposit the amount specified above in
the Acquisition Fund. Moneys held by the Escrow Agent hereunder
shall be invested and reinvested by the Escrow Agent upon order
of a representative of Lessee in Qualified Investments (as
hereinafter defined) maturing or subject to redemption at the
option of the holder thereof prior to the date on which it is
expected that such funds will be needed. Such investments shall
be held by the Escrow Agent in the Acquisition Fund, and any
interest earned on such investments shall be deposited in the
Acquisition Fund. The Escrow Agent may act as purchaser or agent
in the making or disposing of any investment.
6. "Qualified Investments" for purposes of this Escrow
Agreement means to the extent the same are at the time legal for
investment of the funds being invested: ( i) direct general
obligations of the United States of America; ( ii ) obligations the
timely payment of the principal of and interest on which is fully
and unconditionally guaranteed by the United States of America;
(iii ) general obligations of the agencies and instrumentalities
of the United States of America acceptable to Lessor ; ( iv)
certificates of deposit, time deposits or demand deposits with
any bank or savings institution including the Escrow Agent or any
affiliate thereof, provided that such certificates of deposit,
time deposits or demand deposits, if not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation, are fully secured by obligations described
in ( i) , (ii) or (iii) above; or (v) repurchase agreements with
any state or national bank or trust company, including the Escrow
Agent or any affiliate thereof, that are secured by obligations
of the type described in ( i) , (ii) or ( iii) above, provided that
such collateral is free and clear of claims of third parties and
that the Escrow Agent or a third party acting solely as agent for
the Escrow Agent has possession of such collateral and a
perfected first security interest in such collateral .
7. Moneys in the Acquisition Fund shall be used to pay
for the cost of acquisition of the Equipment. Payment shall be
made from the Acquisition Fund for the cost of acquisition of
part or all Equipment upon presentation to the Escrow Agent of
one or more properly executed Payment Request and Acceptance
Certificates, a form of which is attached hereto as Exhibit A,
executed by 'Lessee and approved by Lessor, together with an
invoice for the cost of the acquisition of the Equipment for
which payment is requested and a written approval by Lessor of
the Vendor to be paid.
8. The Acquisition Fund shall terminate upon the
occurrence of the earlier of (a) the presentation of a proper
Payment Request and Acceptance Certificate with the portion
thereof designated "Final Acceptance Certificate" properly
executed by Lessee, or (b) the presentation of written
notification by the Lessor, or, if the Lessor shall have assigned
its interest under the Agreement, then the assignees or
subassignees of all of Lessor 's interest under the Agreement or
an Agent on their behalf, that an Event of Default has occurred
or that Lessee has terminated the Agreement pursuant to Section
3.03 of the Agreement. Upon termination as described in clause
(a) of this paragraph, any amount remaining in the Acquisition
Fund shall be used to prepay the principal component of Rental
Payments unless Lessor directs that payment of such amount be
made in such other manner directed by Lessor that, in the opinion
of nationally recognized counsel in the area of tax-exempt
municipal obligations satisfactory to Lessor, will not adversely
affect the exclusion of the interest components of Rental
Payments from gross income for federal income tax purposes. If
any such amount is used to prepay principal, the Schedule of
Rental Payments appearing as Exhibit A to the Agreement shall be
revised accordingly as specified by Lessor. Upon termination as
described in clause (b) of this paragraph, any amount remaining
in the Acquisition Fund shall immediately be paid to Lessor or,
pro rata, to any assignees or subassignees of Lessor.
9. The Escrow Agent may at any time resign by giving
at least 30 days ' written notice to Lessee and Lessor, but such
resignation shall not take effect until the appointment of a
successor Escrow Agent. The substitution of another bank or
trust company to act as Escrow Agent under this Escrow Agreement
may occur by written agreement of Lessor and Lessee. In
addition, the Escrow Agent may be removed at any time, with or
without cause, by an instrument in writing executed by Lessor and
Lessee. In the event of any resignation or removal of the Escrow
Agent, a successor Escrow Agent shall be appointed by an
instrument in writing executed by Lessor and Lessee. Such
successor Escrow Agent shall indicate its acceptance of such
appointment by an instrument in writing delivered to Lessor,
Lessee and the predecessor Escrow Agent. Thereupon such
successor Escrow Agent shall, without any further act or deed, be
fully vested with all the trusts, powers, rights, duties and
obligations of the Escrow Agent under this Escrow Agreement, and
the predecessor Escrow Agent shall deliver all moneys and
securities held by it under this Escrow Agreement to such
successor Escrow Agent.
10. The Escrow Agent incurs no liability to make any
disbursements pursuant to the Escrow Agreement except from funds
held in the Acquisition Fund. The Escrow Agent makes no
representations or warranties as to the title to any Equipment or
as to the performance of any obligations of Lessor or Lessee.
11. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the state in which the
Escrow Agent is located.
•
12. In the event any provision of this Escrow
Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
13. This Escrow Agreement may not be amended except by
a written instrument executed by Lessor, Lessee and the Escrow
Agent.
14. This Escrow Agreement may be executed in several
counterparts, each of which so executed shall be an original.
IN WITNESS WHEREOF, Lessor, Lessee and the Escrow Agent
have caused this Escrow Agreement to be executed by their duly
authorized representatives.
The Central Trust Bank
Lessor
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City of Jefferson, Missouri
Lessee
By
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The Central Trust Bank
Escrow Agent
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